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Tuesday, June 10, 1997 .ø(¿,/Q1 ,,¡~..í:.¡)7Yj"'ð ~,j ¿íh>u .OCouncilChm:"b~rs
6:00 p.m. DATE, , bhc Services BUlldmg
(immediately following the City Council meeting)
Soecial Joint Meetine of the Redevelooment Aeencv/Council of the CitY of Chula Vista
CALL TO ORDER
1. ROLL CALL: Agency/Council Members Moot -' Padilla_,
Rindone -' Salas -, and Chair/Mayor Horton -
2. APPROVAL OF MINUTES: May 20, 1997 (Joint meeting)
ORAL COMMUNICATIONS
This is an opportunity for the general public to address the Redevelopment Agency on any subject matter within
the Agency's jurisdiction that is not an item on this agenda. (State law, however, generally prohibits the
Redevelopment Agency from taking action on any issues not included on the posted agenda.) If you wish to
address the Agency on such a subject, please complete the "Request to Speak Under Oral Communications Form"
available in the lobby and submit it to the Secretary to the Redevelopment Agency or City Clerk prior to the
meeting. Those who wish to speak, please give your name and address for record purposes and follow up action.
PUBLIC HEARINGS AND RELATED RESOLUTIONS AND ORDINANCES
The following items have been advertised and/or posted as public hearings as required by law. If you wish to
speak to any item, please fill out the "Request to Speak Form" available in the lobby and submit it to the
Redevelopment Agency or the City Clerk prior to the meeting.
3. PUBLIC HEARING PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE
SECTIONS 33431 AND 33433 CONSIDERING SALE OF AGENCY
PROPERTY TO AND APPROVING AN AGREEMENT WITH THE SAN
DIEGO UNIFIED PORT DISTRICT FOR PURCHASE AND SALE AND
ESCROW INSTRUCTIONS FOR 980 LAGOON DRlVE--A Purchase and
Sale Agreement for 980 Lagoon Drive (Shangri-La property), including a meet
and confer provision, is presented for consideration. Staff recommends
approval of the resolution. (Director of Community Development) Continued
from the meeting of 6/3/97.
JOINT MAKING REQUIRED REDEVELOPMENT ACT FINDINGS AND
AGENCY APPROVING A PURCHASE AND SALE AND ESCROW
RESOLUTION 1543 INSTRUCTIONS WITH THE SAN DIEGO UNIFIED PORT DISTRICT
COUNCIL WITH RESPECT TO PROPERTY LOCATED AT 980 LAGOON DRIVE,
RESOLUTION 18690 CHULA VlST A, AND AUTHORIZING THE CHAlRMAN TO EXECUTE
SAME
4. PUBLIC HEARING CONSIDERATION OF THE ADOPTION OF FINAL OPERATING
BUDGET, CAPITAL BUDGETS, AND REDEVELOPMENT AGENCY
BUDGET FOR THE FISCAL YEAR BEGINNING JULY 1,1997 AND
ENDING JUNE 30, 1998--Staff requests that this item be continued to a Joint
Meeting of the Redevelopment Agency/City Council on June 17, 1997 at a
TIME CERTAIN OF 6:00 P.M. (Administration)
Agenda -2- June 10, 1997
OTHER BUSINESS
5. DIRECTOR'S/CITY MANAGER'S REPORTIS)
6. CHAIR'S/MAYOR'S REPORTIS)
7. AGENCY/COUNCIL MEMBER COMMENTS
ADJOURNMENT
The meeting will adjourn to a Joint Redevelopment Agency/Council Meeting on June 17, 1997 at 6:00 p.m.,
immediately following the City Council meeting, in the City Council Chambers.
* * * * *
CLOSED SESSION
Unless Agency Counsel, the Executive Director, or the Redevelopment Agency states otherwise at this time, the
Agency will discuss and deliberate on the following item(s) of business which are permitted by law to be the
subject of a closed session discussion, and which the Agency is advised should be discussed in closed session to
best protect the interests of the City. The Agency is required by law to return to open session, issue any reports
of fi1lgJ. action taken in closed session, and the votes taken. However, due to the typical length of time taken up
by closed sessions, the videotaping will be terminated at this point in order to save costs so that the Agency's
return from closed session, reports of fi1lgJ. action taken, and adjournment will not be videotaped. Nevertheless,
the report of final action taken will be recorded in the minutes which will be available in the Office of the
Secretary to the Redevelopment Agency and the City Clerk's Office.
8. CONFERENCE WITH REAL PROPERTY NEGOTIATOR - Pursuant to Government Code Section
54956.8
. Instructions to negotiators regarding purchase price and terms for disposition of Agency-owned property
at 760 Broadway (Parcel Nos. 571-200-13,14,15,16,17), Redevelopment Agency (Chris Salomone)
and Broadway Village Business Homes, LP.
[M: \H OME\COMMD EV\A GEND AS\06.1 0.97 . RDA]
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MINUTES OF A JOINT REDEVELOPMENT AGENCY/CITY COUNCIL I\IEETING
OF THE CITY OF CHULA VISTA
Tuesday, May 20, 1997 Council Chambers
6:28 p.m. Public Services Building
CALL TO ORDER
1. ROLL CALL:
PRESENT: Agency/Councilmembers Moot, Padilla. Rindone, Salas, and Chair/Mayor
Horton.
ABSENT: None
ALSO PRESENT: Executive Director/City Manager. John D. Goss; Legal CounseliCity Attorney,
John M. Kaheny; and City Clerk. Beverly A. AutheJet.
CONSENT CALENDAR
(Item pulled: No.3)
BALANCE OF THE CONSENT CALENDAR OFFERED BY CHAIR HORTON, titles read, texts waived,
passed and approved 5-0.
2. APPROVAL OF MINUTES: May 6, 1997
(NOTE: Since Item 3 was pulled from the Consent Calendar. the Joint RDA meeting adjourned at 6:30 p.m. to
the regular City Council meeting. The pulled item was heard after adjournment of the City Council meeting. -- The
meeting reconvened at 11:15 p.m.)
3. RESOLUTION 1539 APPROVING A CONTRACT WITH ROSENOW SPEV ACEK GROUP, INC.
FOR CONSULTING SERVICES TO 1) AMEND THE BA YFRONT REDEVELOPMENT PLAN TO ADD
THE CHULA VISTA TIDELANDS, TO EXTEND THE PLAN'S 1999 TERMINATION DATE, AND TO
INCORPORATE THE ADOPTED LOCAL COASTAL PROGRAM LAND USE PLAN AS THE BAY
FRONT REDEVELOPMENT LAND USE PLAN, AND 2) TO AMEND THE TOWN CENTER I
REDEVELOPMENT PLAN'S 2001 TERMINATION DATE - Amendment of the Bayfront and Town Center
Redevelopment Plans are among the priority work items for the Community Development staff this year. The
purpose of the amendments are to continue blight elimination activities by extending the life of the project areas and
improving their tinancial ability to undertake necessary projects. Timing of the amendments is important due to
anticipated development projecls which will require redevelopment assistance. Staff recommends approval of the
resolution. (Community Development Director) 4/5ths vote required.
Member Salas wanted to know if there was any reason why the Port wasn't contributing to supplement some of the
consulting fees since it was a joint project with benefit to both parties.
Chris Salomone, Community Development Director, responded that on the master planning process the Port, Rohr,
and the City were developing an MOU. On the master planning, we will share equally in the cost; the Port has
agreed to that. This is a redevelopment amendment, and the City will retain full authority and discretion tu use the
tax increment generated. The Port will not have jurisdiction over how that is used, how those development
agreements are done, or what those funds go to pay for. So there is a rationale for us to pay for it because we will
ultimately have discretion. It doesn't mean that we shouldn't ask them, he felt that they will consider doing that.
02 - (
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Minutes
May 20, 1997
Page 2
Member Salas stated tbat it never hurt to ask them to help fund us that.
RESOLUTION 1539 OFFERED BY MEMBER SALAS AND TO DIRECT STAFF TO ASK THE PORT IF
THEY WOULD LIKE TO SHARE IN THE COST OF THE CONSULTING FEES, headinl( read, text
waived, passed and approved 5-0.
ORAL COMMUNICATIONS
. Peter Watry, representing the Chula Vista Heritage Museum, asked Council to tind a facilily for the
Downtown Business Association so they could expand the museum. They would use the space for: (I) a time line
of Chula Vista, and (2) to place artifacts from the Japanese/American Society.
ITEMS PULLED FROM THE CONSENT CALENDAR
(Item No.3 was pulled from the Consent Calendar. However, the minutes retlect the published agenda order.)
OTHER BUSINESS
4. DIRECTOR'S/CITY MANAGER'S REPORTlS) - None
5. CHAIR'S/MA YOR'S REPORTlS) - None
6. AGENCY/COUNCILMEMBER COMMENTS - None
ADJOVRNI\IENT
The meeting adjourned at 11:22 p.m.
Respectfully suhmitted,
Beverly A. Authelet, CMC/AAE
City Clerk
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JOINT REDEVELOPMENT AGENCY/COUNCIL AGENDA STATEMENT
Item ..3
Meeting Date 06/10/97
ITEM TITLE: PUBLIC HEARING: PURSUANT TO CALIFORNIA HEALTH ANO SAFETY COOE
SECTIONS 33431 AND 33433 CDNSIDERING SALE OF AGENCY PRDPERTY TD AND
APPROVING AN AGREEMENT WITH THE SAN DIEGO UNIFIED PDRT DISTRICT FOR
PURCHASE AND SALE AND ESCROW INSTRUCTIONS FOR 980 LAGOON DRIVE
AGENCY RESOLUTION /6690
COUNCIL RESOLUTION /$"43 MAKING REQUIRED REDEVELOPMENT ACT
FINDINGS AND APPROVING A PURCHASE AND SALE AND ESCROW INSTRUCTIONS
WITH THE SAN DIEGO UNIFIED PORT DISTRICT WITH RESPECT TO PROPERTY
LOCATED AT 980 LAGOON DRIVE, CHULA VISTA, AND AUTHORIZING THE
CHAIRMAN TO EXECUTE SAME ~
C~\
SUBMITTED BY, Comm",," D~'o...", Di."~
REVIEWED BY: Executive Directo~ IovÖ . /? (4l5ths Vote: Yes- No..LJ
BACKGROUND: A Purchase and Sale Agreement for 980 Lagoon Drive (Shangri.La property) is presented for
review and approval. Since this property is owned by the Redevelopment Agency, the Agreement must be
approved by the Agency.
RECOMMENDATION: That the Agency review and approve the terms and conditions for purchase and sale
of 980 Lagoon Drive.
BOARDSICOMMISSIONS RECOMMENDATION: Not applicable.
DISCUSSION:
City and Port District staff have been negotiating the terms and conditions of a Purchase and Sale Agreement
for 980 Lagoon Orive (aka Shangri.La property) since last summer. Negotiations have been complicated and
prolonged by the following:
. Soils on the property are known to be contaminated as a result of previous industrial uses on
the site.
. Although the Agency previously demolished the structures on the site to protect against fire,
vandalism and unauthorized occupancy, the concrete foundation and parking area remain to be
demolished and cleared.
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Page 2, Item ....i.
Meeting Date 06110/91
. Development of the site is restricted by the approved local Coastal Plan (lCP) which limits use
of the property to park and open space. land use of the property is considered part of the
Mid.Bayfrant development plan. Since the Port is paying full value for the site based upon the
highest and best use (commercial reuse), they are requiring that the Agency attempt to remove
the development restrictions as a condition of sale of the property.
The major terms and conditions of the Purchase and Sale and Escrow Agreement ("Agreement") as currently
negotiated (attached as Exhibit B) are summarized as follows:
The acquisition price has been established at $981,000 based on highest and best reuse (ollice/commercia!).
Upon opening of escrow the Port agrees to deposit $500,000 into an interest bearing escrow account with all
interest accruing to the Port. All or a portion of these funds may be released to the Agency/City to use for
cleanup of contamination on the site. The deposit plus any interest earned on the deposit will be credited to
the purchase price. In the event that escrow does not close through no fault of the Port, the Agency/City are
obligated to return all released funds to the Port plus interest. Alternatively, in the event the Agency/City do
not reimburse the Port as described above, the agreement allows the City to offset the amount due including
interest from the Port's CIP funds allocated to the City.
A one year contingency period is provided from the opening of escrow for the Agency to remediate contamination
on the site. This period may be extended by the City, if necessary, by one additional year so long as the City
is proceeding diligently to clean up the site. The agreement requires the Agency to complete remediation work
and to deliver a "certificate of completion" or "closure letter" to the Port from the Regional Water Control Board
and/or the State Department of Toxic Substances Control, whichever is the lead agency, and concurrence letters
from all other government agencies with jurisdiction over the removal and remediation of contamination, none
of which shall contain restrictions on the future use and develooment of the orooertv.
The Agency agrees to use its best efforts to enter into a Prospective Purchaser Agreement with the State
Department of Toxic Substances (DTSC) which would provide the Port with liability protection and a covenant
not to sue fram the DTSC for existing contamination. Additionally, the Agency agrees to enforce its authority
under the Polanco Act to identify and notice responsible parties concerning the investigation and cleanup of
contamination on the site. The parties shall also enter into a separate indemnification agreement to assure that
the Port has no liability for the presence or release of contamination on the property and providing for the
redevelopment of the property.
Use of the property is currently controlled by the California Coastal Commission. The Port desires to have
freedom to put the property to its highest and best use commensurate with the valuation of the site. As part
of the Mid.Bayfront development plan and approved lCP, the property is designated for park and open space use.
The Purchase and Sale Agreement requires that, by no later than one year after opening of escrow (unless
extended by mutual agreement of the parties), the Agency or City shall have obtained an appropriate lCP
Amendment to allow the commercial development of the site, !IT the Port shall have determined that, except for
the California Coastal Commission, it shall have exclusive land use jurisdiction over the property once purchased.
Despite the foregoing, the Port agrees to advise the Agency and City of any proposed changes in land use and
will meet and confer with the City prior to implementing any such development.
J-d.
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Page 3, Item .3
Meeting Date 06110/97
The Agency is required to complete the demolition of structures on the site including the removal of foundations,
paving and debris (currently estimated at $75,000).
ABILITY TO SATISFY TERMS OF SALE
Due to the contaminated nature of the site, restriction on development and consequent need for the Port to
protect its investment and development interests in the property, the Purchase and Sales Agreement contains
a number of conditions which will be challenging to fully satisfy. It will not be known whether certain
conditions, particularly those relating to cleanup of the site, can be satisfied until the cleanup work has been
completed. This could take one year Dr more an'd require substantial draw down of escrow deposit funds.
Site Cleanuo Issues
It is unknown whether soil contamination can be tested and removed from the site, and demolition can be
completed for substantially less cost than the purchase price of the property ($981,000). It is anticipated that
the cleanup work (not including completion of demolition) can be completed during the contingency period for
approximately the deposit amount of $500,000 which will be provided by the Port. Since the amount expended
by the Agency will be offset against the purchase price, this would leave approximately $481,000 for the
Agency from the sale of the property. The cost of testing and removal of contamination from the site will not
be known until additional testing and surveys are done particularly for those areas underlying the building
foundation and concrete parking area. Concerns relating to potential contaminants beneath the pavement are
related to a septic system that exists in an unspecified location. It is not known whether chemical Dr organic
contaminants have been released through the septic system. Because of the unknown location and depth of the
facilities, testing prior to demolition is impractical. Actual costs may thus exceed initial estimates.
In addition, approximately $75,000 will be needed for removal of concrete foundations and paving from the site
as required by the Port. The final costs may exceed this estimate if the volume of material to be excavated
and removed from the site substantially exceeds initial estimates.
The agreement requires the Agency to simultaneously pursue a Prospective Purchaser Agreement and Polanco
Act Immunity, neither of which, to the best knowledge of staff, have been issued together on a single cleanup
site. The Port is requiring that land use restrictions typically applied to a risk. based regulatory closure, not be
applied to this site. In other words, the site would need to be cleaned to residential standards even though
residential uses are not considered to be the highest and best use from a real.estate appraisal standpoint. The
Agency's ability to comply with these requirements will not be known until well into the cleanup process and
involvement with the regulatory agencies. Furthermore, the unconditioned certification of the site by the
regulatory agencies can not be guaranteed and thus presents a risk to the Agency of not being able to comply
with a condition to close escrow.
Since the compliance with this condition and ability to close escrow will not be known until the end of the
cleanup process and alter substantial drawdown of deposit funds, if escrow doesn't close, the Agency will have
to pay back the Port, plus interest, Dr, alternatively, the Port's Chula Vista CIP allocation will be offset.
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Page 4. Item .J
Meeting Date 06110191
Land Use Issues
There is also a strong possibility that the Coastal Commission will not be amenable to processing or approving
the LCP amendment requested by the Port as a condition to its acquisition. The property is currently designated
as open space and is subject to environmental management and biological resource plans for the protection of
sensitive species in the Mid.Bayfront project. The Port requires that the City attempt to amend the LCP to
remove these "existing land use restrictions." Staff believes that, without a more comprehensive LCP amendment
proposal, the Coastal Commission will be hesitant to amend the land uses allowed on a small piece of the
Bayfront, particularly where the contemplated change is from open space to commercial industrial. If this LCP
amendment cannot be obtained, the contract does allow the sale to proceed if the Port District determines that
the Port will obtain exclusive land use control over the property upon its acquisition. Since the Port itself
recently obtained a State law amendment which appears to expressly grant them such control, the Port should
be able to make this determination.
On the positive side, if the Agency cannot comply and the sale is not completed, the Agency will retain
ownership of the property which will be cleared of contamination and all concrete and debris. This will enhance
the value of the property for resale at a later date for redevelopment purposes by the Agency, if desired, without
direct capital expenditure of Agency funds. The property can also be developed as a park once it is cleaned.
Staff recommends approval of the attached Purchase and Sales Agreement as the best that can be negotiated
in consideration of the issues currently impacting the property. However, due to the nature of the issues and
undetermined related costs to the Agency, the net proceeds from sale of the property may be less than originally
anticipated.
REDEVElOPMENT LAW REQUIREMENTS
Disposition of the Property by the Agency is regulated by the California Redevelopment Law. Section 33431
provides that the Agency may sell a property without public bidding, but the Agency must hold a public hearing
and take public testimony, if any. Section 33433 requires that the sale without a public bidding be approved
by the local legislative body, the City Council, after a properly noticed public hearing. This section of the
redevelopment law also requires that certain findings be made prior to the sale of the Property. The findings
that have to be made and which are included in the joint resolution of the City Council and Redevelopment
Agency are the following:
. that is in the best interest of the public and Agency (for the elimination of blight) that
the property at 980 Lagoon Drive located within the Redevelopment Project Area be
sold to the Unified Port District without competitive bidding;
. that the Property's sale price is not less than the market value at its highest and best
use; and
. that the sale and redevelopment of the property is in accordance with the Bayfront
Redevelopment Plan.
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Page 5, Item ~
Meeting Date 06110/97
The Shangri.La property is currently blighted due to the presence of soil contamination, partly demolished
foundation, debris and garbage. Sale of the property to the Port will provide the funds to clean the property
and complete demolition of all improvements on the site before the sale is completed. Once the site is cleaned
and cleared, it can be redeveloped. Without sale to the Port, the property will remain in its current state
because the funds are not otherwise available to the Agency to clean the site. The property has no resale value
in its current state.
The sale price of the property was determined by reuse appraisal and is based upon its highest and best use
(commercial/office development). The appraisal was completed by the firm of Lipman, Stevens and Marshall, Inc.
in 1996.
The approved Local Coastal Plan (LCP) calls for the reuse of this subject property as open space/park. The
Bayfront Redevelopment Plan is in the process of being amended to extend the time limit and incorporate the
local Coastal Plan. The reuse of 980 lagoon Drive must be in conformance with the lCP even though the Port
has appraised the property at commercial reuse value. The Port has the prerogative of requesting an amendment
of the lCP which may be appropriate in light of delays in the development of the Mid.Bayfront.
FISCAL IMPACT: The net proceeds to the Agency are difficult to estimate. The purchase price has been
established as $981.000. Normal seller escrow expenses approximating $10,000 will be charged to the Agency.
The Port District will deposit up to $500,000 in escrow towards the purchase of the property which the Agency
can draw down to cover site testing and cleanup costs. Interest will accrue to the Port District on the funds
which are drawn down at the Port's average cost of funds rate. Cleanup and demolition activities are
anticipated to cost at least the full amount of the initial deposit ($500,000). The Agency would thus net
approximately $471,000 from sale of the property. This is an estimate which presumes no exceptional cleanup
or demolition costs. Since the final costs cannot be determined until these activities are underway, there is no
way to guarantee that final expenses to clear the site will fall within the deposit amount.
The Agency paid $1.6 million for the property in 1982, including a court award to the owner for "Klopping
damages" for lost lease revenue attributable to the condemnation process.
Finally, if the Agency is unable to satisfy all of the conditions of escrow as described in this report and the sale
is not completed, the Agency will have to reimburse all of the funds drawn down from the deposit account, plus
interest, to the Port. Realistically, the Agency/City may request that the Port reduce the CIP funds approved
for the City by the amount owed, Although this would result in a reduction of Port CIP projects for the City,
the Agency would still retain ownership of the Shangri.la property which will be clean and have greater value
for eventual resale for redevelopment purposes, should the Agency so desire. The property could also be
developed for park use.
IFKJ H,\HOME\COMMOEV\STAFF.REP\O6.10.97\PORTSAlA.113IJune 5. 199713:39pmJI
J-S-
AGENCY RESOLUTION NO. /sV!J
and
COUNCIL RESOLUTION NO. L1llt.QO
JOINT RESOLUTION OF THE CITY COUNCIL AND THE
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA
MAKING REQUIRED REDEVELOPMENT ACT FINDINGS AND
APPROVING A PURCHASE AND SALE AND ESCROW
INSTRUCTIONS WITH THE SAN DIEGO UNIFIED PORT DISTRICT
WITH RESPECT TO PROPERTY LOCATED AT 980 LAGOON DRIVE,
CHULA VISTA, AND AUTHORIZING THE CHAIRMAN TO EXECUTE
SAME
WHEREAS, the Redevelopment Agency ofthe City of Chula Vista ("Agency") owns certain
real property at 980 Lagoon Drive in Chula Vista, California; and
WHEREAS, the San Diego Unified Port District ("the District") wishes to purchase said
property from the Agency for future redevelopment; and
WHEREAS, a Purchase and Sale Agreement and Escrow Instructions between the
Redevelopment Agency and the District has been prepared; and
WHEREAS, Community Redevelopment Act require that a public hearing be held by the
Agency for the sale of Agency property without competitive bidding and/or where the property
was acquired with tax increment, and requires that notice of said public hearing be given by
publication in a local newspaper for not less than once a week for two weeks prior to the hearing;
and
WHEREAS, notice of the public hearing was published in the Chula Vista Star News on May
24, 1997 and May 31, 1997, on June 3, 1997 and the City Council and Redevelopment Agency
continued the joint public hearing until June 1O, 1997 and considered all testimony presented; and
WHEREAS. Community Redevelopment Law requires that the sale of Agency property
assist in the elimination of blight; and
WHEREAS, Community Redevelopment Law requires that the sale of Agency property be
consistent with the implementation plan adopted for the Project Area pursuant to Health and
Safety Code Section 33490; and
WHEREAS, Community Redevelopment Law requires that the sale of Agency property be
based on a price that is not less than (1) the fair market value of the property at its highest and
best use in accordance with the plan, or (2) the fair reuse value at the use and with the covenants
and conditions and development costs authorized by the sale.
NOW THEREFORE, THE CITY COUNCIL AND REDEVELOPMENT AGENCY OF THE CITY
OF CHULA VISTA do hereby find as follows:
,.t-f.
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1. The sale of Agency property at 980 Lagoon Drive ("Property") will eliminate and
prevent the spread of blight and deterioration in the Bayfront Redevelopment
Project Area ("Project Area") by selling and causing the Property to be cleaned of
contaminated soil, garbage, debris and foundation and improve the Property so that
it can be redeveloped with a higher and better land use.
2. The sale of the Property is consistent with the Redevelopment Plan and
implementation plan for the Project Area because it will eliminate and prevent the
spread of blight; it will facilitate the removal of contaminated soil, garbage and
debris and facilitate redevelopment in conformance with the Redevelopment Plan.
3. The sale of the Property is for not less than the fair market value. The property is
being sold for $981,000. which sales price has been determined based on an
appraisal ofthe property's highest and best use by a qualified professional property
appraiser.
BE IT FURTHER RESOLVED that the Agency further finds that it is in the best interest of
the public and Agency to sell the property located at 980 Lagoon Drive without competitive
bidding to the San Diego Unified Port District in order to clean the property of contaminated soils,
garbage, debris and improvements so that the property may be redeveloped.
BE IT FURTHER RESOLVED that the Chairman of the Agency is hereby authorized and
directed to execute the Purchase and Sales Agreement and Escrow Instructions with the San
Diego Unified Port District, and all other related documents and agreements (collectively, the
"Agreements") for the sale of Agency property at 980 Lagoon Drive in Chula Vista in final forms
approved by the Agency Attorney, copies of which shall be kept on file as Document No._.
BE IT FURTHER RESOLVED that staff is hereby authorized and directed to take any and all
necessary and appropriate actions to implement the Agreements.
Presented by Approved as to form by
Ch';'~' ~
Director of Community Development
[IM2T[ H,\HOME\COMMDEV\LAGODNDR.RES {Jon, 4, 1997 {Z,4Dpmll
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EXHIBIT A TO AGENCY RESOLUTION
980 LAGOON DRIVE
Sheet 1 of 2
oJ -<"I
City of Chula Vista Bayfront Redevelopment gm
~ ~
Redevelopment Areas Area ;. Z .
12118/90
AGREEMENT OF PURCHASE
AND SALE
AND ESCROW INSTRUCTIONS
BETWEEN
THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA
("SELLER"),
THE SAN DIEGO UNIFIED PORT DISTRICT,
a public corporation
("PURCHASER")
AND
THE CITY OF CHULA VISTA
("CITY")
DATED
, 1997
106711 000001\865816 J .,9 5DP,," Di.."",
"""'".1991 5_'. P"-"
- ..
AGREEMENT OF PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
THIS AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS
("Agreement") is made as of the - day of , 1997, by and between THE
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA ("Seller"), THE SAN
DIEGO UNIFIED PORT DISTRICT, a public corporation ("Purchaser") and THE CITY OF
CHULA VISTA, a municipal corporation ("City"). Seller, Purchaser and City hereby agree
as follows:
1. Agreement of Purchase and Sale. Subject to and upon the terms and conditions
herein, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from
Seller:
A. That certain real property located in the City of Chula Vista, County of
San Diego, State of California, consisting of approximately 2.73 acres (approximately 118,900
square feet) (the "Land"), located at 980 Lagoon Drive, Chula Vista, CA 91912, as more
particularly described in Exhibit A attached hereto and which shall be more particularly described
in the AL T A preliminary title report to be delivered to Purchaser under Section 4 below.
B. All rights, privileges, easements and rights of way appurtenant to the Land,
including, without limitation, all mineral, oil and gas and other subsurface rights, development
rights, air rights and water rights (collectively the "Appurtenances").
C. Any and all contracts, rights, warranties, guaranties, agreements, utility
contracts and deposits (only insofar a they pertain to the Land), approvals (governmental or
otherwise), surveys, plans and specifications, trade names used in connection with the Land or
Appurtenances, other rights relating to the construction, ownership, use and operation of all or
any part of the Land and any agreements, covenants or indemnifications received by Seller from
a prior owner or any other third party relating to the Land or Appurtenances (collectively, the
"Intangible Property"), to the extent assignable and to the extent approved by Purchaser, all of
which shall be assigned to Purchaser pursuant to an assignment described hereinbelow.
The Land, the Appurtenances and the Intangible Property are hereinafter
collectively referred to as the "Property."
2. Purchase Price.
A. Amount of Purchase Price. The total purchase price for the Property shall
be NINE HUNDRED EIGHTY ONE THOUSAND AND NO/tOO DOLLARS ($981,000.00)
(the "Purchase Price"). The Purchase Price was determined in accordance with an appraisal of
-1- ..J -10
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Land prepared at the request of Purchaser by Donald L Wright, Inc., Real Estate Economic
Consultants, with a valuation date of May I, 1994.
B. Pavment of Purchase Price/Release of Deposit.
(1) Upon the Opening of Escrow (defined below), Purchaser shall
deposit into Escrow in cash, by certified or bank cashier's check made payable to Escrow Holder
(defined below), or by a confinned wire transfer of funds the sum of FIVE HUNDRED
THOUSAND AND NO/tOO DOLLARS ($500,000.00) (the "Deposit"). Until such time as the
Deposit has been released to Seller as hereinafter provided, Escrow Holder shall place the Deposit
in an interest bearing account at a federally insured financial institution satisfactory to Seller and
Purchaser (the "Escrow Account"), with all interest thereon payable to Purchaser.
(2) Purchaser agrees that upon the written request of Seller, Escrow
Holder may at any time after confinnation of receipt of the Deposit into the Escrow Account,
and without need for further instructions from Purchaser, immediately disburse all or any portion
of the Deposit to Seller (the Deposit or such portion thereof released to Seller hereunder
sometimes hereinafter being referred to as the "Released Funds"). The Released Funds shall be
subject to reimbursement to Purchaser on the tenus and conditions set forth below.
(3) Despite anything in this Agreement to the contrary, Seller
acknowledges and agrees that in consideration for Purchaser's agreement to pennit the early
release of the Deposit to Seller as provided herein, upon the Close of Escrow, the Deposit, ~
the actual interest accrued on the Deposit from the date of delivery of the Deposit into the Escrow
by Purchaser to the date of the release of the same (or portion thereof) to Seller, shall be credited
to the Purchase Price. If the Close of Escrow does not occur, the Deposit plus interest accrued
thereon shall be disbursed as hereinafter provided in this Agreement.
(4) Prior to the Close of Escrow (as hereinafter defmed) , Purchaser shall
deposit into Escrow in cash, by certified or bank cashier's check made payable to Escrow Holder,
or by a conf1l1l1ed wire transfer of funds the remaining portion of the Purchase Price.
C. Return of Released FundslPurchaser Offset Ri!!hts. Purchaser acknowledges
that the Released Funds may be disbursed by Seller to Seller's affiliate, the City, for use by the
City. Despite anything in this Agreement to the contrary, in consideration for the agreement
of Purchaser to pennit the early disbursement of the Released Funds to Seller, Seller and City
(as a third party beneficiary of this Agreement) agree that in the event that any contingency set
forth in Section 4 below has not been either satisfied or waived prior to the time set forth for
such satisfaction or waiver, or if this Agreement is tenninated for any reason other than
Purchaser's default hereunder, then Seller and City shall be jointly and severally obligated for
the return of the Released Funds to Purchaser and Seller shall (or shall cause City to) immediately
return to Purchaser all Released Funds, ~ an amount equal to (i) the actual accrued interest
earned thereon as provided in Section 2.B (3); and (ii) interest on the Released Funds from the
date the release of such funds by Escrow Holder to Seller to the date of reimbursement of the
Released Funds to Purchaser (such period hereinafter referred to as the "Fund Disbursement
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Period"), such interest to accrue at the average rate of return which Purchaser has earned on its
"pooled investtnents" during the Fund Disbursement Period (hereinafter the "Average Port Pooled
Interest Rate"). Despite the foregoing, if Seller and/or City fails to return the Released Funds
and all accrued interest thereon to Purchaser as provided herein within thirty (30) days after the
date oftennination of this Agreement (the "Tennination Date). Seller and City agree that no later
than sixty (60) days following the Tennination Date. either Purchaser or Seller may elect by
written notice to the other party, to proceed with the following action with respect to the return
of the Released Funds and accrued interest thereon: Seller and City acknowledge that Purchaser
has a separate agreement with City (which City shall execute and deliver to Purchaser on or
before Purchaser's execution of this Agreement) pursuant to which Purchaser provides funding
for certain capital improvements within the City (the "Capital Improvements Program
Agreement"). In the event that Seller and/or City fails to return the Released Funds (and all
accrued interest thereon) to Purchaser as required in this Agreement, Purchaser shall be deemed
authorized by City to offset the following amounts against future financial commitments of
Purchaser under the Capital Improvements Program Agreement: (i) the full amount of the
Released Funds and accrued interest thereon as provided in Section 2.B.(3) above through the
Tennination Date; ~ (ii) an amount equal to the accrued interest on the Released Funds from
the date of such release until such Released Funds are repaid to Purchaser by means of
Purchaser's offset of such Released Funds against the future [mandai commitments of Purchaser
under the Capital Improvements Program, such interest to detennined using the Average Port
Pooled Interest Rate. In the event that neither Seller nor Purchaser make such election as
provided above, then Purchaser shall have any and all rights and remedies at law or in equity
to obtain the return of the Released Funds from Seller and/or the City.
3. Escrow Instructions.
A. ÜDening of Escrow. As soon as reasonably practicable following the mutual
execution of this Agreement (but in no event later than five (5) days after the mutual execution
of this Agreement), the parties shall open an escrow (the "Escrow") at Stewart Title Company
located at 7676 Hazard Center Drive, Seventh Floor, San Diego, California 92108, Attention:
Loretta Granger (Telephone: 619-692-1600; FAX: 619-298-4033) ("Escrow Holder"), in order
to consummate the purchase in accordance with the tenns and provisions hereof. This Agreement
shall be deposited in the Escrow and the provisions hereof shall constitute joint primary escrow
instructions to the Escrow Holder; provided, however, that the parties shall execute such
additional instructions as requested by the Escrow Holder not inconsistent with the provisions
hereof. The date as of which the Escrow Holder shall receive executed counterparts of this
Agreement from both Seller and Purchaser shall constitute the "Opening of Escrow." No later
than three (3) days after the Opening of Escrow, Escrow Holder shall deliver written confmnation
of the date of the Opening of Escrow to the parties in the manner set forth in Section 16 of this
Agreement.
B. Documents and Funds Delivered to or bv Escrow. The following shall be
delivered into the Escrow in connection with the transfer of the Property:
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(1) Deliveries bv Seller in Escrow. At least two (2) business days prior
to the Closing Date, Seller shall deposit into Escrow:
(a) a grant deed (the "Grant Deed") to the Property in recordable
form, duly executed by Seller and acknowledged and in substantially the same form as
set forth in Exhibit B attached hereto;
(b) three (3) originals of an assignment of intangible property
(the "Assignment of Intangible Property"), duly executed in counterpart by Seller,
conveying to Purchaser all of Seller's interest in and the rights to the Intangible Property
in substantially the same form as set forth in Exhibit C attached hereto;
(c) three (3) originals of an affidavit from Seller which satisfies
the requirements of Section 1445 of the Internal Revenue Code, as amended (the
"Section 1445 Affidavit") in substantially the same form as set forth in Exhibit D attached
hereto;
(d) three (3) originals of a Withholding Exemption Certificate,
Form 590 or in the event that the Seller is a non-Califonùa resident, a certificate issued
by the Califonùa Franchise Tax Board, pursuant to the Revenue and Taxation Code
Sections 18805 and 26131, stating either the amount of withholding required from Seller's
proceeds or that Seller is exempt from such withholding requirement (the "Certificate"),
in substantially the same form as set forth in Exhibit E attached hereto;
(e) all (i) environmental certificates of no further action and/or
certificates of closure; (ii) copies of corrective action notice letters and regulatory
approved corrective action plans issued through the Redevelopment Agency's Polanco Act
Authority, if any; and (iii) an executed Prospective Purchaser Agreement, if any,
approved by all relevant regulatory agencies providing immunity to any and all of
Purchaser's buyers/tenants and their lenders; and
(t) such other instruments and documents as may be reasonably
requested by Escrow Holder or otherwise required to transfer the Property to Purchaser,
including but not limited to those documents referenced in this subparagraph (t); and
(2) Deliveries bv Purchaser in Escrow. At least two (2) business days
prior to the Closing Date, Purchaser shall deposit into Escrow:
(a) three (3) originals of the Assignment ofIntangible Property,
if required by Purchaser, duly executed in counterpart by Purchaser, assuming Seller's
interest in and obligations with respect to the Intangible Property;
(b) one (1) original Preliminary Change of Ownership Form,
duly executed by Purchaser, in substantially the same form as Exhibit F attached hereto;
and
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(c) such other instruments and documents as may be reasonably
requested by Escrow Holder or otherwise required to transfer the Property to Purchaser.
(3) Further Delivery by Purchaser in Escrow. At least one (1) business
days prior to the Closing Date, Purchaser shall deposit into Escrow by certified or cashier's check
if acceptable to Escrow Holder (or a wire transfer of immediately available funds) the amount
of the remaining cash portion of the Purchase Price, plus such additional sums as shall be
necessary to pay the expenses payable by Purchaser hereunder so long as the following conditions
precedent have been satisfied: (a) Escrow Holder has previously notified Purchaser that Seller
has delivered into Escrow (i) all of its documents required under Section 3.B.(l) above, and
(b) Escrow Holder has previously notified Purchaser that Escrow Holder is able to proceed to
close Escrow in accordance with the tenus of this Agreement.
(4) Delivery by Escrow Holder. No later than five (5) business days
prior to the Close of Escrow, Escrow Holder shall deliver to Purchaser and Seller a pro fonna
closing statement which sets forth, in a manner satisfactory to Purchaser and Seller, the prorations
and other credits and debits contemplated by this Agreement.
C. Conditions to Close.
(1) Purchaser. Escrow shall not close unless and until the following
conditions precedent and contingencies have been satisfied or waived in writing by Purchaser:
(a) All conditions and contingencies described in Section 4 below
have either been satisfied or waived in writing by Purchaser;
(b) All funds and instruments described in this Section 3 have
been delivered to the Escrow Holder;
(c) No later than ninety (90) days after the Opening of Escrow,
the Board of Port Commissioners of Purchaser ("Port Board") shall have authorized and
approved, in the sole and absolute discretion of such Port Board, this Agreement, the
transactions contemplated by this Agreement, and the execution, delivery and perfonnance
of this Agreement by Purchaser and Purchaser shall have given notice of such
authorization and approval by the Port Board to Seller;
(d) On or before the expiration of the Contingency Period (as
derIDed in Section 4 below), Purchaser shall have received written confmnation from the
State Lands Commission that Purchaser has the authority to purchase the Property as
provided for in this Agreement pursuant to Section 30.5 of Appendix 1 of the California
Harbors and Navigation Code;
(e) On the Closing Date, Seller shall not be in default in the
perfonnance of any covenant or agreement to be perfonned by Seller under this
Agreement, including without limitation, the perfonnance of any covenant or agreement
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106711 000001\8658'6 SOP,," 0;""01
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concerning environmental requirements, representations and warranties to be performed
under this Agreement;
(t) On the Closing Date, all representations and warranties made
by Seller in Section 9 hereof shall be true and correct as if made on and as of the Closing
Date; and
(g) The Title Company (as hereinafter derIDed) is in a position
to issue to Purchaser an ALTA policy of title insurance for the Property insuring that
Purchaser or Purchaser's nom!nee shall be vested with good and marketable title to the
Property and all easements, rights and appurtenances thereof in accordance with the terms
hereof.
(2) Seller. Escrow shall not close unless and until the following
conditions precedent and contingencies have been satisfied or waived in writing by Seller:
(a) All funds and instruments described in this Section 3 have
been delivered to the Escrow Holder;
(b) On the Closing Date, Purchaser shall not be in default in
the performance of any covenant or agreement to be performed by Purchaser under this
Agreement; and
(c) On the Closing Date, all representations and warranties made
by Purchaser in Section 10 hereof shall be true and correct as if made on and as of the
Closing Date.
D. Recordation and Transfer. Upon satisfaction of the conditions set forth
in Section 3.C. above, Escrow Holder shall transfer the Property as follows:
(1) Cause the Grant Deed to be recorded in the Official Records of
San Diego County, California;
(2) Deliver to (a) Purchaser one (1) fully executed original of the
Assignment of Intangible Property, the Section 1445 Affidavit, the Certificate and one (1)
conformed copy of the recorded Grant Deed, (b) Seller at least one (1) fully executed original
of the Assignment of Intangible Property, the Section 1445 Affidavit, the Certificate and one (1)
conformed copy of the recorded Grant Deed, and (c) the parties entitled thereto any other closing
documents;
(3) Disburse all funds deposited with Escrow Holder by Purchaser in
payment of the Purchase Price for the Property as follows:
(a) to the extent that Seller is a foreign person pursuant to
Section 1445 of the Internal Revenue Code of 1986, as amended, and is not otherwise
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exempt from such section's withholding requirements, withhold the cash equivalent of
ten percent (10%) of the Purchase Price (unless some lesser amount is authorized by the
Internal Revenue Service);
(b) to the extent that Seller is a non-California resident pursuant
to Revenue and Taxation Code Sections 18805 and 26131, and is not otherwise exempted
from such sections withholding requirements, withhold the cash equivalent of three and
one-third percent (3-1/3 %) of the Purchase Price (unless some lesser amount is authorized
by the Franchise Tax Board);
(c) deduct the amount of all items chargeable to the account of
Seller pursuant hereto;
(d) deliver to Seller the remaining portion of the Purchase Price;
(e) deduct the amounts of all items chargeable to Purchaser; and
(t) disburse the remaining balance of the funds deposited by
Purchaser, if any, to Purchaser promptly upon the Close of Escrow pursuant to
instructions to be delivered by Purchaser to Escrow Holder; and
(4) If appropriate, deliver the Certificate to the California Franchise
Tax Board.
E. Close of Escrow. The Escrow shall close ("Close of Escrow" or "Closing
Date") no later than ten (10) days following the end of the Contingency Period (defIDed below),
unless otherwise extended in writing by mutual agreement between Purchaser and Seller. If the
Closing Date does not fall on a Tuesday, Wednesday, Thursday or Friday, Escrow shall close
on the Tuesday following such date. Despite anything in this Agreement to the contrary, in no
event shall the Closing Date be later than one (I) year and ten (10) days after the date of the
Opening of Escrow (the "Outside Closing Date").
F. LiQuidated Damal!es. PURCHASER, SELLER AND CITY AGREE THAT
THE ACTUAL DAMAGES, INCLUDING ANY ATTORNEYS' FEES, LOST PROFITS AND
OPPORTUNITY COSTS, FOR FAILURE OF THE ESCROW TO CLOSE DUE TO
PURCHASER'S DEFAULT HEREUNDER WOULD BE EXTREMELY DIFFICULT TO
MEASURE AND THAT THE SUM OF TEN THOUSAND AND 00/100 DOLLARS
($10,000.00) TOGETHER WITH ANY INTEREST ACCRUED THEREON AS PROVIDED
BELOW IS A REASONABLE ESTIMATE OF SUCH DAMAGES. IN THE EVENT THAT
SELLER IS NOT IN DEFAULT AND THE ESCROW FAILS TO CLOSE IN A TIMELY
MANNER AFTER EXPIRATION OF PURCHASER'S CONTINGENCY PERIOD DUE
SOLELY TO A DEFAULT BY PURCHASER, THIS AGREEMENT SHALL TERMINATE,
ESCROW SHALL BE CANCELED AND SELLER SHALL BE ENTITLED TO RETAIN THE
SUM OF TEN THOUSAND AND 00/100 DOLLARS ($10,000.00) FROM THE DEPOSIT AS
UQUIDATED DAMAGES AND AS SELLER'S AND CITY'S SOLE RIGHT TO DAMAGES
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OR OTHER RELIEF AND SELLER SHALL IMMEDIA TEL Y REIMBURSE THE BALANCE
OF THE DEPOSIT TOGETHER WITH ACTUAL INTEREST ACCRUED THEREON WHILE
SUCH DEPOSIT OR PORTION THEREOF WAS IN ESCROW. IF ESCROW FAILS TO
CLOSE ON ACCOUNT OF DEFAULT BY SELLER, SELLER OR CITY SHALL
IMMEDIATELY RETURN THE ENTIRE DEPOSIT TO PURCHASER, TOGETHER WITH
INTEREST THEREON AS LIQUIDATED DAMAGES AND AS PURCHASER'S SOLE RIGHT
TO DAMAGES OR RELIEF, EXCEPT THAT THE INTEREST RATE SHALL BE THE
AVERAGE RATE OF RETURN WHICH PURCHASER HAS EARNED ON ITS "POOLED
INVESTMENTS" DURING THE PERIOD COMMENCING ON THE DATE OF THE
DELIVERY OF THE DEPOSIT INTO THE ESCROW AND ENDING ON THE DATE THE
DEPOSIT IS RETURNED TO PURCHASER HEREUNDER. IN SUCH EVENT,
PURCHASER SHALL HAVE NO FURTHER OBLIGATION TO SELLER UNDER THIS
AGREEMENT.
SELLER, CITY AND PURCHASER FURTHER ACKNOWLEDGE THAT THEY
HAVE READ AND UNDERSTAND THE PROVISIONS OF THE FOREGOING LIQUIDATED
DAMAGES PROVISION AND BY THEIR SIGNATURES IMMEDIA TEL Y BELOW AGREE
TO BE BOUND BY ITS TERMS.
PURCHASER: SELLER:
THE SAN DIEGO UNIFIED PORT THE REDEVELOPMENT AGENCY OF
DISTRICT, a public corporation THE CITY OF CHULA VISTA
By: By:
Name: Name:
Title: Title:
CITY:
THE CITY OF CHULA VISTA, a
municipal corporation
By:
Name:
Title:
4. Continllencies. In the event that any contingency set forth in this Section 4 has
not been either satisfied or waived prior to the time set forth below for such satisfaction or waiver
for any reason other than Purchaser's or Seller's default hereunder, this Agreement shall be
tenninated, and Seller shall, subject to the provisions of Section 2.C. of this Agreement,
immediately return to Purchaser the Deposit (including any Released Funds) to Seller, plus
accrued interest thereon as provided in Section 2.C, and the Escrow shall thereupon be cancelled,
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106711 0000011116587.6 ~ -I; SD Pm Di.-
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and neither pany shall have any further obligation to the other, except for those obligations, if
any, which by the tenns of this Agreement survive such cancellation. Costs for cancellation of
Escrow and all Title Company costs shall be paid as set forth below. The "Contingency Period"
as used herein means the period commencing on the Opening of Escrow and continuing until one
(I) year following the Opening of Escrow, or such longer period of time as the parties hereto
may mutually agree; provided however, (a) such period may be extended by Seller for a period
not to exceed an one (I) year, if, and only if, Seller provides written notice to Purchaser at least
thirty (30) days prior to the expiration of the original Contingency Period that Seller is delayed
in the satisfaction of the condition set forth in Section 4.F. below (Hazardous Substance
Investigation and Remediation) and Seller is diligently proceeding to satisfy such condition; and
(b) in no event shall the Contingency Period extend beyond the date which is two (2) years after
the date of the Opening of Escrow.
A. Title.
(1) If Escrow Holder has not done so prior to the date of this
Agreement, then no later than three (3) business days after the Opening of Escrow, Escrow
Holder shall order, at Seller's sole cost, an ALTA preliminary title report with a full legal
description of the Land, legible copies of all documents referred to therein and a map plotting
the location of all recorded easements (collectively the "PTR") from Stewart Title Company (the
"Title Company"). In connection with the PTR, immediately following the Opening of Escrow,
Purchaser shall order an ALTA survey of the Land (the "Survey") sufficient for the Title
Company to issue the AL T A policy of title insurance required by Purchaser. The cost of the
Survey shall be borne by Purchaser.
(2) Purchaser shall have the right, within forty five (45) days after
Purchaser's receipt of the PTR (the "PTR Review Period"), to notify Seller and Escrow Holder,
in writing, of Purchaser's disapproval of any title exception, the PTR, or the legal description
of the Land shown therein, which Purchaser may do in its sole and absolute discretion. If Seller
and Escrow Holder shall not have timely received any such notice of disapproval on or before
the expiration of the PTR Review Period, the PTR, the condition of title and the legal description
of the Land shall be deemed approved. If Purchaser has timely objected to the PTR, the
condition of title and/or the legal description of the Land, the provisions of Section 4.J shall be
applicable. In addition, Purchaser shall have until the later of (a) the date of the end of the
Contingency Period, or (b) five (5) business days after receipt thereof, to disapprove any new
matters described in any supplement to the PTR issued for any reason whatsoever, which
Purchaser may do in Purchaser's sole and absolute discretion.
(3) Purchaser shall have the right, within ninety (90) days after the
Opening of Escrow, to complete the Survey and disapprove any matters on the Survey, which
Purchaser may do in Purchaser's sole and absolute discretion. If Purchaser has timely objected
to any item(s) shown on the Survey, the provisions of Section 4.J shall be applicable.
(4) All encumbrances, liens, covenants and other title exceptions
appearing on the PTR and/or the Survey and not disapproved are hereinafter referred to as the
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"Permitted Exceptions." Any deeds of trust and all prepayment fees or expenses owed to the
beneficiaries thereof, or other monetary encumbrances other than real property taxes and
assessments not yet delinquent shall be paid in full by Seller prior to or concurrently with the
Close of Escrow.
B. Documents and Records. Copies of the following shall be delivered to
Purchaser no later than ten (10) days after the Opening of Escrow. Purchaser shall have the right
to disapprove (which Purchaser may do in its reasonable discretion) any of the following within
the Contingency Period:
(1) to the extent in Seller's possession or readily available to Seller
copies of all:
(a) surveys;
(b) grading plans and any and all plans, specifications and design
documents relating to any improvements proposed or contemplated to be made on or to
the Property at any time by Seller, if any;
(c) drawings, specifications, engineering and architectural studies
and similar documents, maps, topographical maps, soils reports, water reports and
construction testing documents;
(d) draft and fmal studies, reports, surveys and assessments
relating to the environmental condition of the Property, including, without limitation, any
soils, toxics and Hazardous Substance reports;
(e) all documents relating to land use restrictions on the
Property, including, without limitation, those documents relating to endangered and
threatened species and/or habitats
(f) correspondence, applications, permits and other
communications to or from any governmental or quasi-governmental agency (including, without
limitation, departments or agencies affiliated with Seller) in connection with any Hazardous
Substances (as hereinafter defmed) or environmental condition of the Property;
(g) notifications required by applicable law to be provided to
any party as a result of the condition of the Property, including, without limitation, any
notices required pursuant to California Health & Safety Code § 25359.7, if applicable;
and
(h) a complete list and copies of all conditional and unconditional
use permits and approvals and any other governmental licenses, permits or approvals for
the Property, including, without limitation, all environmental permits and approvals for
the Property any pending applications or requests therefor, if any;
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(2) a list and complete copies of all contracts, agreements or other
documents affecting the Property thereof which will survive the Close of Escrow, if any;
(3) complete copies of the property tax bills and any other assessments
for the Property for the most recent three (3) years or. if Seller has not owned the Property for
three (3) years, then for the period of Seller's ownership; and
(4) such other documents or information regarding the Property as
Purchaser reasonably requests.
Purchaser's failure to provide Seller and Escrow Holder with written notice of
approval of any of the foregoing within the Contingency Period, which Purchaser may do in its
reasonable discretion, shall constitute Purchaser's disapproval thereof.
Throughout the Contingency Period, Seller shall promptly provide to Purchaser
any supplement, addition or new information received or discovered by Seller relating to any
of the items delivered in this Section 4.B. Purchaser shall have until the later of the expiration
of the Contingency Period or thirty (30) days from receipt of such supplement, addition or new
information in which to approve or disapprove any said supplement, addition or new information,
which Purchaser may do in its reasonable discretion. Failure to approve shall constitute
Purchaser's disapproval thereof.
If Escrow fails to close, Purchaser agrees to promptly return to Seller the
documents and other materials delivered by Seller to Purchaser. Within five (5) business days
after the Close of Escrow, Seller shall provide Purchaser with all originals of the documents
in Seller's possession described above.
C. Inspection.
(1) Purchaser shall have until the expiration of the Contingency Period
in which to inspect the Property and to make the investigations set forth herein, and Purchaser's
obligations under this Agreement are subject to approval of any such inspection or investigation
report in its sole and absolute discretion prior to the expiration of the Contingency Period.
Purchaser's exercise of its right to inspect the Property, or Purchaser's election not to inspect
the Property shall in no way be interpreted as a waiver of any of Purchaser's rights or remedies
contained in this Agreement, including, without limitation, Purchaser's right to rely on the
representations and warranties made by Seller herein. During the Contingency Period, Purchaser
and its agents, employees and contractors shall be afforded full access to the Property following
reasonable prior notice from Purchaser to Seller for the purpose of making such investigations
as Purchaser deems prudent with respect to the physical condition of the Property, including,
without limitation, engineering studies, seismic tests, environmental studies (including, without
limitation, surface and subsurface tests, borings, samplings (such as soil, groundwater and
asbestos sampling) and measurements and the Survey of the Property. During the Contingency
Period, Purchaser may conduct such feasibility studies as Purchaser deems necessary and
investigate all matters relating to the zoning, use and compliance with other applicable laws which
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106711000001186587.6 J -20 SDPort D......
April 11. 1997 S_'. P"","""
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relate to the future use and development of the Property and any proposed impositions,
assessments or governmental regulations affecting the Property. Seller shall reasonably cooperate
with Purchaser to assist Purchaser in completing such inspections. Purchaser shall hold harmless,
defend and indemnify Seller from all liability, costs (including reasonable attorneys' fees),
damage and claims arising from any bodily injury, property damage or mechanics' lien claims
resulting from entry on the Property by Purchaser, its agents, employees and contractors.
Notwithstanding the foregoing, Purchaser shall not be liable to Seller, nor shall Purchaser have
any obligation to hold harmless, defend or indemnify Seller from any liability, costs, damage
or claims (including, without limitation, claims that the Property has declined in value) resulting
from Purchaser's discovery of any information potentially having a negative impact on the
Property, including, without limitation, (i) any discovery of information related to any
environmental condition existing on the Property; (ii) the discovery of any Hazardous Substances
on or about the Property; or (iii) liability, costs, damages or claims to the Seller of any nature
arising out of the discovery of any information released to any public agency or person.
(2) If Purchaser fails to deliver to Escrow Holder and Seller its written
approval of any such matters prior to the expiration of the Contingency Period, such matters shall
be deemed disapproved by Purchaser.
D. Prospective Purchaser Agreement. Seller and Purchaser acknowledge that
Hazardous Substances (defined below) are present on the Property prior to the date of this
Agreement and that Purchaser would not purchase the Property without absolute assurance from
Seller that PuI:,chaser will assume no liability whatsoever for such Hazardous Substances Release
which would otherwise result from Purchaser's acquisition of the Property, including without
limitation, any liability for the clean up or remediation of any Hazardous Substance contamination
on, under, around or that escapes from the Property, or for any other liability that might arise
in relation to the Hazardous Substances Release which have occurred on the Property prior to
the Closing Date. As material consideration for Purchaser's agreement to acquire the Property
from Seller, by no later than ninety (90) days from the Opening of Escrow, Seller, Purchaser
and the State ofCalifomia Department of Toxics Substances Control (hereinafter "DTSC") and/or
if Seller and Purchaser mutually agree, the Regional Water Quality Control Board ("RWQCB")
(if the State Water Resources Control Board or the RWQCB has an formally adopted a
Prospective Purchaser Policy that is in effect at the relevant time), shall have used best efforts
to enter into a Prospective Purchaser Agreement ("PPA"), which provides, among other things,
for a Covenant Not To Sue by DTSC and/or the RWQCB in favor of Purchaser for any potential
liability for clean up and/or remediation of Hazardous Substances contamination, either on-site
or off-site, which Purchaser would otherwise have to the DTSC and/or the RWQCB, and that
provides contribution protection to Purchaser from liability to a third party that Purchaser might
otherwise have under applicable Environmental Laws (defmed below) as an owner of real
property where a Release of Hazardous Substances has occurred. The form and content of the
PPA shall be subject to the written approval of Purchaser and Seller, each respectively, in their
reasonable discretion, which approval shall only be evidenced by the execution of the PP A by
each party. If either party objects to the PP A, such objections shall be set forth with particularity
in writing to the other party no later than ninety (90) days from the Opening of Escrow. Failure
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of either party to approve the PPA within such ninety (90) day period shall constitute such party's
disapproval of the same.
As used in this Agreement, the following definitions shall apply: "Environmental
Laws" shall mean all federal, state and local laws, ordinances, rules and regulations now or
hereafter in force, as amended from time to time, in any way relating to or regulating human
health or safety, or industrial hygiene or environmental conditions, or protection of the
environment, or pollution or contamination of the air, soil, surface water or groundwater, and
includes, without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 D.S.c. Sections 9601, et. ~ ("CERCLA") , the Resource
Conservation and Recovery Act, 42 D,S.C. Sections 6901, et. ~ ("RCRA") , the Clean Water
Act, 33 D.S.c. Sections 1251, et.~, the Hazardous Substance Account Act, California Health
and Safety Code Sections 25300, et. ~, the Hazardous Waste Control Law, California Health
and Safety Code Sections 25100, et. ~, the Medical Waste Management Act, California Health
and Safety Code Sections 25015, et. ~, and the Porter-Cologne Water Quality Control Act,
California Water Code Sections 13000, et. ~"Hazardous Substance(s)" shall mean any
substance or material that is described as a toxic or hazardous substance, waste or material or
a pollutant or contaminant or infectious waste, or words of similar import, in any of the
Environmental Laws, and includes asbestos, petroleum or petroleum products (including crude
oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic
gas usable for fuel, or any mixture thereof), polychlorinated biphenyls, urea fonnaldehyde, radon
gas, radioactive maner, medical waste, and chemicals which may cause cancer or reproductive
hann. "Release" shall mean any spilling, leaking, pumping, pouring, emining, emptying,
discharging, injecting, escaping, leaching, dumping or disposing into the environment, including
continuing release and/or migration, of Hazardous Substances into or through soil, air, surface
water or groundwater.
E. Polanco Act Authoritv. By no later than thirty (30) days from the Opening
of Escrow, Seller shall immediately enforce (i.e., establish a compliance schedule with penalty
provision for failure to comply) its pending Polanco Act notices to responsible parties, including
Seller itself and shall use its best efforts to identify and provide notice to the Responsible
Party(ies) that it is the Polanco Act Agency for investigation and remediation for Hazardous
Substances on the Property under the Polanco Act (California Health & Safety Code §33459 et
seq., as amended from time to time) (the "Act"). Seller shall take any actions which it detennines
are necessary and which are consistent with State, Federal and local laws to remedy or remove
the Release of Hazardous Substances on, under or from the Property (it being hereby
acknowledged that for purposes of this Agreement, the Property is considered to be within the
"project area" of Seller). Further, Seller agrees to enter into an agreement that provides Polanco
Act statutory immunity to Purchaser, its assigns and his/its lenders. Seller and Purchaser shall
also enter into a separate agreement ("Development Agreement") (which shall incorporate all
of the requirements of this Agreement relating to obtaining a certificate of closure, no further
action detennination, a PPA and other statutory, regulatory or policy protections [e.g, if
appropriate, the use of the Contaminated Aquifer Policy] to assure that the Purchaser has no
liability for the presence of or for the Release of existing Hazardous Substances at the Property)
providing for the redevelopment of the Property which is affected by a Hazardous Substance
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Release. The Development Agreement shall provide, among other things, that any person who
acquires the Property from the Purchaser, or any person who provides financing for the
redevelopment of the Property, shall also receive the same statutory immunity under the Act.
The fonn and content of the Development Agreement shall be subject to the written approval
of Purchaser and Seller, each respectively, in their reasonable discretion, which approval shall
OIÙY be evidenced by the execution of the Development Agreement by each party within ninety
(90) days from the Opening of Escrow. If either party objects to the Development Agreement,
such objections shall set forth with particularity in writing to the other party. Failure of either
party to approve the Development Agreement within such ninety (90) day period shall constitute
such party's disapproval of the same.
F. Hazardous Substance Investigation and Remediation. On or before the
expiration of the Contingency Period, Seller shall, at Seller's sole cost and expense, and subject
to Purchaser's right to review and approve the scope of such Hazardous Substance investigation
work, have conducted all Hazardous Substance investigations required by the "lead" or
"administering" regulatory agency. By the expiration of the Contingency Period, Seller (or the
parties identified as responsible for the Release by the Seller pursuant to its authority under the
Act) shall have completed or shall have caused to be completed, the removal and/or remediation
of all Hazardous Substances released on, under and about the Property. The completion of such
removal/remediation shall be evidenced by Seller's (or Polanco Act responsible parties') delivery
to Purchaser of a "certificate of completion" or a "closure letter" from the RWQCB and/or the
DTSC, whichever is the lead administering or oversight agency, and concurrence or "comfort
letters" from all other governmental agencies with jurisdiction over the removal and remediation
of such Hazardous Substance contamination, none of which shall contain restrictions on the future
use and development of the Property.
G. Land Use Controls. Use of the Property is currently controlled by the
California Coastal Commission ("CCC") and City. The Purchaser desires to have freedom to
put the Property to its highest and best use consistent with Purchaser's Charter and uses which
can be pennitted by those public agencies or entities with land use authority over the Property.
The Property is currently subject to the amendment to Local Coastal Program No.8 ("LCP"),
that was adopted by the CCC and the City Council of the City in 1993. At that time the City
incorporated LCP required modifications into its General Plan, Bayfront Specific Plan, and
Bayfront Redevelopment Plan. As a result, certain environmental management and biological
resource plans for the protection of sensitive species, habitat and natural resources within the
area are now required. These requirements were created as a part of previously proposed
development projects and include, park land, public viewing, open space and wetland uses as
a part of a master-planned bayfront project. Seller can again amend the LCP by filing for a
change of use with the CCC. As a condition to Purchaser's obligation to purchase the Property,
Seller and/or City agree to file such amendment to the LCP (hereinafter the "LCP Amendment")
within ninety (90) days from the Opening of Escrow, or subject to Purchaser's written approval,
(which may be withheld by Purchaser in its sole and absolute discretion) as a soon as practicable
thereafter, and in good faith pursue the LCP Amendment and the removal of the existing land
use restrictions from all relevant public and private authorities and/or parties. By no later than
the expiration of the Contingency Period, Seller and/or City shall have obtained the LCP
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Amendment or Purchaser shall have detennined in its sole and absolute discretion, that except
for the California Coastal Commission, and to the extent provided by applicable laws and
regulations, Purchaser shall, upon its acquisition of the Property, have exclusive land use
jurisdiction over the use and development of the Property, including, without limitation, control
over zoning and all approvals, penn its and authorizations required to enable Purchaser to use
and develop the Property for the Intended Use (defined below). Despite the foregoing, Purchaser
agrees to advise Seller of any proposed development plans for the Property and meet and confer
with Seller prior to the implementation of any such development. The foregoing covenant and
agreement of the parties shall survive the recordation of the Grant Deed and the Close of Escrow.
H. Removal of Remaining Imorovements and Eauioment. Seller and Purchaser
acknowledge that prior to the date of this Agreement the Property was improved with one (1)
wooden frame industrial building with a floor area of approximately 34,000 square feet, an
attached concrete loading dock and equipment dock with surface areas of approximately 3,700
square feet and 4,300 square feet respectively, and an adjoining concrete paved yard area of
approximately 23,000 square feet (collectively the "Improvements") and that portions of the
Improvements have been demolished and/or removed from the Property; however portions of
the Improvements remain on the Property, including, without limitation, the foundation of the
building, concrete and other debris and remnants of the Improvements (hereinafter the
"Remaining Improvements"). In addition to the Remaining Improvements, Seller and Purchaser
acknowledge that as of the date of this Agreement, certain trade fixtures, furnishings, equipment
and personal property (collectively "Remaining Equipment) of a prior occupant of the Property
remain on the Property. By no later than one hundred and eighty (180) days after the Opening
of Escrow, Seller shall have (i) completely demolished and removed all Remaining Improvements
from the Property; and (ii) removed all of the Remaining Equipment from the Property, and the
Property shall be in a clean condition, free of all debris and other rubbish. If there are any
Hazardous Substances in, on, around or under the Remaining Improvements, Seller shall remove
and properly dispose of these Hazardous Substances in accordance with all applicable, local, State
and Federal laws prior to the expiration of the Contingency Period.
I. Availabilitv of Utilities. Seller acknowledges that Purchaser intends to
develop the Property for commercial and/or recreational uses (the "Intended Use"). By no later
than the expiration of the Contingency Period, Seller shall have demonstrated to the satisfaction
of Purchaser that all public utilities required for the future development of the Property for the
Intended Use are then available (i.e., laterals for tie-in exist) at the boundaries of the Property,
including, without limitation, facilities for water, sewer, electricity, natural gas and telephone.
J. Cure and Waiver Rights. Provided Seller, at its option, within twenty (20)
days of receipt of Purchaser's disapproval of any of the matters Purchaser has the right to
disapprove pursuant to the tenus of this Agreement as specifically set forth in Sections 4.A..
4.B.. 4.C.m. 4.D.. 4.E.. 4.F.. 4.G.. 4.H. and 4.1. hereinabove, advises Purchaser that Seller
intends to cure said disapproved matter(s), Seller shall have until the Close of Escrow to cure
such matter(s), and, if timely cured, Escrow shall close as set forth herein. In the event such
disapproved matter(s) is not cured by Seller by the scheduled Close of Escrow, Purchaser shall
have the right, in Purchaser's sole and absolute discretion, to provide written notice (which
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written notice shall be given by Purchaser to Seller no later than the first business day following
the second regularly scheduled meeting of the Port Board following the scheduJed Close of
Escrow) to either (i) waive Purchaser's objection to such disapproved matter(s) and proceed with
the Close of Escrow; (ii) unilaterally extend the Close of Escrow (for a period not to exceed the
Outside Closing Date) to permit Seller additional time to cure the disapproved matters; or
(iii) terminate the Escrow and upon such termination, receive the Deposit plus accrued interest
thereon with all costs of Escrow and all title and escrow cancellation charges shared equally by
Purchaser and Seller. Seller's failure to deliver notice of its intent to cure a disapproved matter
to Purchaser within such twenty (20) days after Seller's receipt of Purchaser's notice of
disapproval thereof shall constitute Seller's refusal to cure any such disapproved matter. Upon
expiration of twenty (20) day period, Purchaser shall have until no later than the first business
day following the second regularly scheduled meeting of the Port Board following Seller's refusal
to cure any such disapproved matter in which to advise Seller and Escrow Holder in writing that
Purchaser is willing to waive the previously disapproved matter(s). Delivery of such notice of
waiver shall continue the Escrow. Failure to deliver such notice of waiver shall terminate the
Escrow. Upon such termination the Deposit previously released by Escrow Holder to Seller shall
be returned to Purchaser together with interest thereon as provided in Section 2.C above from
the date of such release. All costs of Escrow and all title and escrow cancellation charges shall
be shared equally by Purchaser and Seller.
K. Deliverv of Studies and Reoorts. In the event that this Agreement is
terminated without the Property having been conveyed to Purchaser, then (a) Purchaser shall
promptly deliver to Seller a copy of all preliminary, interim and final environmental reports,
engineering reports and appraisals prepared by or for Purchaser with respect to the Property,
and (b) all documents and other information, of whatever nature and in whatever form, with
respect to the Property, heretofore or hereafter delivered by or on behalf of Seller to Purchaser
its agents or other designees, shall be returned to Seller by Purchaser.
5. Title Insurance Policv. Upon the transfer of the Property, title to the Property
shall be insured by an ALTA policy of title insurance issued by the Title Company with liability
in the amount of the Purchase Price, and with such coinsurance or reinsurance as Purchaser shall
select in Purchaser's reasonable discretion, insuring title to the Property to be vested in Purchaser
or Purchaser's nominee, subject only to current real estate taxes not delinquent and the Permitted
Exceptions.
6. Prorations. Seller's Cooperation Followinl! Close of
Escrow.
A. Prorations.
(1) As of the Close of Escrow, all real and personal property taxes based
on the most recent property tax bills available, rents, issues and profits from the Property,
utilities, and such other matters as the parties shall instruct Escrow Holder shall be prorated, and
the Escrow Holder shall provide Seller and Purchaser with a summary of such prorations.
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(2) All bonds or special assessments against the Property due before
the Close of Escrow shall be paid by Seller and all bonds or special assessments due after the
Close of Escrow, which relate to any period prior to the Close of Escrow, shall be prorated as
of the Close of Escrow.
(3) Any supplemental tax bills received by Purchaser following the Close
of Escrow relating to a period prior to the Close of Escrow shall be prorated by the parties as
if said tax bills had been available at the Close of Escrow.
B. Seller's Coooeration With Purchaser. Seller agrees to cooperate with
Purchaser in providing for an orderly transition in utility service for the Property, to the extent
applicable. In this connection, Seller agrees, upon receipt of a request from Purchaser, to
continue the utility service for the Property in Seller's name but at Purchaser's expense for a
period not to exceed ten (10) business days following the Close of Escrow.
7. Costs. Seller and Purchaser shall each pay one half (1/2) of the Escrow fees.
Seller shall pay for the cost of obtaining a CLTA policy of title insurance, all documentary or
other transfer taxes, sales taxes, deed preparation and recordation charges. If Purchaser elects
to obtain an ALTA policy of title insurance, Purchase shall pay the excess premiums over the
cost of the CLTA policy. Each party shall pay its own attorneys' fees and other expenses
incurred by it in connection herewith. Each party shall pay for any and all other title or escrow
charges necessary to close Escrow pursuant to the local customs of the county in which the
Property is located.
8. Nominee/Assignment. Purchaser shall have the right to designate a nominee to
take title to the Property, or assign its rights hereunder, by delivering written notice thereof to
Escrow Holder and Seller at least five (5) business days prior to the Close of Escrow; provided,
however, such assignment or substitution shall not relieve Purchaser of its obligations hereunder
and shall in no event delay the Close of Escrow.
9. Seller's Warranties. Seller hereby covenants that the following representations
and warranties of Seller are true as of the date of this Agreement and shall be true and correct
as of the Close of Escrow. Purchaser's rights with respect to the following representations and
warranties shall survive the Close of Escrow.
A. Power and Authoritv of Seller. Seller is a redevelopment agency duly
organized and validly existing under the laws of the State of California. Seller is the owner of
the Property and has the requisite right, power and authority to sell, convey and transfer the
Property to Purchaser, as provided herein, and to enter into and cany out the tenDS of this
Agreement and the execution and delivery hereof and of all other instruments referred to herein.
The perfonnance by Seller of Seller's obligations hereunder will not violate or constitute an event
of default under the tenDS and provisions of any material agreement, document or instrument
to which Seller is a party or by which Seller is bound. All proceedings required to be taken by
or on behalf of Seller to authorize it to make, deliver and carry out the tenns of this Agreement
have been duly and properly taken. No further consent of any person or entity is required in
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connection with the execution and delivery of, or performance by Seller of its obligations under
this Agreement.
B. ValiditY of A!!reement. This Agreement is a valid and binding obligation
of Seller, enforceable against Seller in accordance with its terms, subject to the effect of
applicable bankruptcy, insolvency, reorganization, or other similar laws affecting the rights of
creditors generally.
C. Contracts. To the best of Seller's knowledge, the copies of the contracts,
if any, delivered to Purchaser pursuant to Section 4.8.(3) hereof are true, complete and correct
copies of all such contracts and to the best of Seller's knowledge, there are no other contracts
relating to the Property. To the best of Seller's knowledge, there are no defaults thereunder and
there exists no condition that, with the passage of time, the giving of notice, or both, would
constitute such a default.
D. Condition of Propertv. The Property is currently improved with a concrete
foundation, with attached loading and equipment dock, and adjoining paved yard area. All utilities
including, without limitation, water, electricity, gas, sewer and telephone are currently available
to the boundaries of the Property. Except for the Existing Equipment, there is no personal
property or equipment on the Property owned by Seller or held or used by Seller in connection
with the Property.
E. Liti!!ation. Except for the pending Polanco Act action initiated by Seller
and such related proceedings, there are no pending actions, suits, arbitrations, claims or
proceedings, at law or in equity, affecting all or any portion of the Property or in which Seller
is or will be a party by reason of Seller's ownership of the Property, including, without
limitation, judicial, municipal or administrative proceedings in eminent domain, alleged health
and safety or zoning violations, personal injuries or property damages alleged to have occurred
on the Property or by reason of the condition or use of the Property, and, to the best of Seller's
knowledge, no events have occurred which might give rise to such actions, claims or proceedings.
F. Compliance with Laws. Except as specifically provided herein with respect
to the existing Release of Hazardous Substances on the Property, to the best of Seller's
knowledge, the Property is currently in full compliance with all applicable federal, state and local
building, zoning, planning, environmental, handicapped, parking, health and insurance laws and
regulations. No notices of violation of or exemptions from governmental regulations relating
to the Property or Seller have been issued to, served upon, received by or entered against Seller
and no such violations or exemptions exist.
G. Land Use Re!!Ulations. Seller has not received any written notice of any
condemnation, environmental, planning, zoning or other land use regulation adversely affecting
the Property or any part thereof other than the land use designations and restrictions contained
in the existing LCP governing the Property. To the best of Seller's knowledge, the Property is
in compliance with all federal, state and local zoning and general plan designations and there are
no legal nonconforming uses or structures of or on the Property; provided, however, Purchaser
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specifically acknowledges and agrees that the foregoing representations do not extend to any use
of the Property by Purchaser.
H. Taxes. Other than the amounts disclosed by the tax bills delivered to
Purchaser by Seller, no other real property taxes, assessments, or other governmental charges
or exactions ("Taxes") have been or will be assessed against the Property for the current tax year
except for Taxes which may be assessed due to the change of ownership of the Property.
I. Other Contracts. Seller has not entered into any other contracts for the
sale of the Property, nor do there exist any rights of first refusal or options to purchase the
Property.
J. Personal Property: Intangible Rights and Warranties. Seller has not made
any previous assignment, transfer or disposition of all or any part of its interest (if any) in the
Intangible Property or any warranties relating to the Property (the "Warranties"), Seller has not
encumbered the Intangible Property and the Warranties, and Seller is not aware of any
encumbrances covering the Intangible Property and the Warranties that will survive the Close
of Escrow.
10. Purchaser's Warranties. Purchaser hereby covenants that the following
representations and warranties of Purchaser are true and shall. be true and correct as of the Close
of Escrow. Seller's rights with respect to the following representations and warranties shall
survive the Close of Escrow:
A. Power and Authoritv of Purchaser. Purchaser is a port district duly
organized and existing under the laws of the State of California and duly qualified to conduct
business activities in the State of California. Purchaser has the requisite power and authority
to enter into and carry out the terms of this Agreement and the execution, performance and
delivery hereof and of all other agreements and instruments referred to herein to be executed,
performed or delivered by Purchaser and the performance by Purchaser of Purchaser's obligations
hereunder will not violate or constitute an event of default under the terms and provisions of any
material agreement, document or instrument to which Purchaser is a party or by which Purchaser
is bound. Except as otherwise specifically provided in this Agreement, all proceedings required
to be taken by or on behalf of Purchaser to authorize it to make, deliver and carry out the terms
of this Agreement have been duly and properly taken. No further consent of any person or entity
is required in connection with the execution and delivery of, or performance by Purchaser of its
obligations under this Agreement.
B. ValiditY of Agreement. This Agreement is a valid and binding obligation
of Purchaser, enforceable against Purchaser in accordance with its terms, subject to the effect
of applicable bankruptcy, insolvency, reorganization, or other similar laws affecting the rights
of creditors generally.
11. Change in Condition of Propertv. Seller covenants and agrees to promptly advise
Purchaser of any change in the physical condition of the Property, or of any damage or
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destruction to the Property, or of any change in the legal status, zoning, or land use designation
of the property, or upon receipt of any notice or obtaining any other knowledge regarding (i)
any adverse change in the legal status or entitlements of the Property, or (ii) the condemnation
of the Property or any portion thereof ("Change in Condition").
If Seller has received or, prior to the Close of Escrow, receives notice or otherwise
obtains knowledge of any actual or pending Change in Condition, (a) Seller may elect to correct
such Change in Condition at Seller's expense prior to the Close of Escrow, and shall notify
Purchaser of such Change in Condition and Seller's intended action within ten (10) calendar days
after receipt of such notice or of obtaining such knowledge; (b) if Seller desires to correct such
Change in Condition but if such correction cannot be accomplished prior to the Close of Escrow,
Seller shall notify Purchaser of such Change in Condition and its desire to correct the same and
shall thereupon commence and diligently prosecute the same to completion, at Seller's sole cost
and expense, as promptly as possible and the Close of Escrow shall be delayed until completion
of such correction, but in no event longer than thirty (30) days, or (c) Seller shall submit such
notice or knowledge to Purchaser and notify Purchaser in writing that Seller does not intend to
correct such Change in Condition (or that such is not subject to correction). Within ten (10)
calendar days of receipt of such notice not to cure, Purchaser may elect to acquire the Property
subject to such Change in Condition (subject to such adjustment of the Purchase Price as may
be mutually agreed upon by Seller and Purchaser following a re-appraisal of the Property which
shall be required to consider the impact of such Change in Condition on the use and development
of the Property) or Purchaser may elect to tenninate this Agreement and neither party will have
any further obligation to the other party (except for those obligations, if any, which by the tenns
of this Agreement, survive such tennination) in which case the Deposit previously released to
Seller, with all interest accrued thereon, shall be returned to Purchaser by Seller and escrow
cancellation costs shall be shared equally by Purchaser and Seller. Any work required to be
perfonned by Seller pursuant to the tenns of this Agreement shall be perfonned in accordance
with all applicable laws in effect at the time such work is perfonned. In the event Purchaser
does not elect to tenninate this Agreement as provided above, Seller shall assign and turn over
to Purchaser any and all insurance proceeds received (or to be received) by Seller as
compensation for such change in condition and any and all awards for any taking by eminent
domain which accrue to Seller pursuant to an assignment between Seller, as assignor, and
Purchaser, as assignee, and containing tenns and conditions reasonably acceptable to Purchaser.
12. Covenants of Seller Prior to Closing. During the period from the Opening of
Escrow until the earlier of (a) Close of Escrow or (b) the tennination of this Agreement, Seller
shall, in addition to the covenants set forth elsewhere in this Agreement:
(a) Maintain adequate insurance coverage for the Property;
(b) Not pennit or suffer to exist any voluntary encumbrance,
charge or lien to be placed or claimed upon the Property unless such encumbrance, charge
or lien has been approved in writing by Purchaser (which approval shall not be
unreasonably, withheld, conditioned or delayed) and unless such monetary encumbrance,
charge or lien will be removed by Seller upon the Close of Escrow;
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(c) Not enter into any lease, service or other contract relating
to the Property which will survive the Close of Escrow without the prior written consent
of Purchaser, which consent will not be unreasonably withheld, conditioned or delayed;
(d) Promptly notify Purchaser in writing if any of the
representations and warranties set forth in this Agreement are no longer true and correct;
(e) Not sell, convey, assign, transfer, encumber or otherwise
dispose of the Property, or any part thereof or interest therein, and shall not, without the
prior written consent of Purchaser, not to be unreasonably withheld, conditioned or
delayed, make any modifications or alterations to the Property;
(t) Not take any other action which may have an adverse affect
upon the Property or upon Purchaser if Purchaser acquires the Property;
(g) Other than those actions expressly contemplated by this
Agreement, not commence any action with respect to the Property, without first obtaining
the prior written consent of Purchaser, which consent shall not to be unreasonably
withheld, conditioned or delayed;
(h) Not use, produce, process, manufacture, generate, treat,
handle, store, release, spill or dispose of any Hazardous Substances in, on or under the
Property, or use the Property for any such purposes, or release any Hazardous Substances
into any air, soil, surface water or groundwater comprising the Property, or permit any
person using or occupying the Property or any part thereof to do any of the foregoing
in violation of any Environmental Laws;
(i) Comply, and shall cause all persons using or occupying the
Property (if any) or any part thereof to comply, with all Environmental Laws applicable
to the Property, or the use or occupancy thereof, or any operations or activities therein
or thereon; and
G) Keep the Property fenced in such a manner so as to
reasonably prevent the illegal dumping of Hazardous Substances, trash and other debris
on the Property by third parties, use best efforts to promptly remove all such Hazardous
Substances, trash and debris from the Property and conduct visual inspections of the
Property at regular intervals (at least monthly) in connection with the foregoing
obligations.
13. No Brokers. Seller hereby represents and warrants to Purchaser, and Purchaser
hereby represents and warrants to Seller, that no other brokers or fmders have been engaged by
it, respectively, in connection with any of the transactions contemplated by this Agreement or
to its knowledge is in any way connected with any such transactions. In the event of any claims
for brokers' or fmders' fees or commissions in connection with the negotiation, execution or
consummation of this Agreement, then Seller shall indemnify, save harmless and defend
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Purchaser from and against such claims if they shall be based upon any statement, representation
or agreement by Seller, and Purchaser shall indemnify, save harmless and defend Seller from
and against such claims if they shall be based upon any statement, representation or agreement
by Purchaser.
14. Waiver of Performance. Either party may waive the satisfaction or performance
of any conditions or agreements in this Agreement which have been inserted for its own and
exclusive benefit, so long as the waiver is signed (unless the Agreement provides for a non-
written waiver) and specifies the waived condition or agreement and is delivered to the other
party hereto and the Escrow Holder.
15. Section Headings. The section headings of this Agreement are for the purposes
of reference only and shall not be used for limiting or interpreting the meaning of any section.
16. Notices. All notices under this Agreement shall be in writing and shall be effective
upon receipt whether delivered by personal delivery or recognized overnight delivery service,
telecopy, or sent by United States registered or certified mail, return receipt requested, postage
prepaid, addressed to the respective parties as follows:
If to Seller:
The Redevelopment Agency .of the City of Chula Vista
276 4th Avenue
Chula Vista, California 91910
Attention: Chris Salomone, Community Development Director
If to City:
The City of Chula Vista
276 4th Avenue
Chula Vista, California 91910
Attention: Glenn R. Googins, Deputy City Attorney
If to Purchaser:
The San Diego Unified Port District
3165 Pacific Coast Highway, 7th Floor
San Diego, California 92101
Attention: Tom Morgan
-22-
106711 000001\8651176 ..3 -3 ( SD.on Di,trict
""".'907 Shangn~ """"'"
. .
With a copy to:
Procopio, Cory Hargreaves & Savitch LLP
530 B Street, Suite 2100
San Diego, California 92101
Attention: John J. Lormon, Esq.
If To Escrow Holder:
Stewart Title Company
7676 Hazard Center Drive, 7th Floor
San Diego, California 92108
Attention: Loretta Granger
Any party can notify the other party of their change of address by notifying the other party in
writing of the new address.
17. Final Inspection. Purchaser shall have the right to make a fmal walk through
inspection of the Property prior to the Close of Escrow to confirm that there has been no Change
in Condition to the Property following its initial inspection during the Contingency Period.
18. IndemnitY bv Seller. Seller hereby agrees, after the Close of Escrow, at its sole
cost and expense, and to the full extent permitted by law, to indemnify, protect, defend (with
counsel of Purchaser's choice, subject to Seller's reasonable approval), and hold Purchaser, its
successors and assigns, partners, shareholders, officers and/or directors, harmless from and
against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fIDes,
actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses
(including, without limitation, attorneys' and experts' reasonable fees and costs) of any kind or
nature whatsoever which may at any time be imposed upon, incurred or suffered by, or asserted
or awarded against, Purchaser, or its successors and assigns, partners, shareholders, officers
and/or directors relating to or arising from (i) the ownership or operation of the Property on or
before the Close of Escrow, (ii) the use of the Property on or before the Close of Escrow by any
third party, including, without limitation, any invitee or licensee of Seller, (iii) any breach of
any covenant, agreement, representation or warranty of Seller contained in this Agreement,
(iv) the presence, use, handling, storage, disposal or Release on or before the Close of Escrow
of Hazardous Substances on, under, from or about the Property, (v) the continuing Release of
Hazardous Substances on, under, from or about the Property which were present on the Property
on or before the Close of Escrow, and/or (vi) the violation of any federal, state or local law,
ordinance or regulation, including without limitation any Environmental Law, occurring or
allegedly occurring with respect to the Property prior to the Close of Escrow (except with respect
to any continuing Release of Hazardous Substances as described in subparagraph (v) herein,
provided however, that the foregoing indemnification shall not be applicable to the extent the
foregoing is the result of the negligence or willful misconduct of Purchaser. This indemnity by
Seller herein contained shall survive in perpetuity the Close of Escrow and the recordation of
the Grant Deed.
-23-
106711 aoooo,\86587. .3-32- 5DPort D¡,triot
Apri'". '997 5_'8 P"-",
-. _.
19. Time of Essence. TIME AND EACH OF THE TERMS, COVENANTS,
CONDITIONS AND CONTINGENCIES OF THIS AGREEMENT ARE HEREBY EXPRESSLY
MADE OF THE ESSENCE.
20. Countemarts. This Agreement may be executed in several counterparts and all
such executed counterparts shall constitute one agreement, binding on all of the parties hereto,
notwithstanding that all of the parties hereto are not signatories to the original or to the same
counterpart. This Agreement shall not be binding unless and until all parties hereto have executed
the Agreement. .
21. Governing Law. The validity, construction and operational effect of this
Agreement shall be governed by the laws of the State of California.
22. Attornevs' Fees and Costs. In any action or arbitration between the parties hereto
seeking the interpretation or enforcement of any of the tenns and provisions of this Agreement,
or in connection with the Property or the Escrow, the prevailing party in such action shall be
awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses,
and reasonable attorneys' fees.
23. Prior Agreements, This Agreement supersedes any and all orai or written
agreements between the parties hereto regarding the Property which are prior in time to this
Agreement. Neither Purchaser nor Seller shall be bound by any prior understanding, agreement,
promise, representation or stipulation, express or implied, not specified herein.
24. Further Assurances. Purchaser and Seller agree to execute all documents and
instruments reasonably required in order to consummate the purchase and sale herein
contemplated.
25. Successors and Assigns. This Agreement shall be binding upon and shall inure
to the benefit of pennitted successors and assigns of the parties hereto.
26. Possession. Seller shall deliver possession of the Property to Purchaser as of the
Close of Escrow.
27. Severabilitv. If any portion of this Agreement is held to be unenforceable by a
court of competent jurisdiction, the remainder of this Agreement shall remain in full force and
effect.
28. Perfonnance Due on Non-Business Dav. If the time period for the perfonnance
of any act called for under this Agreement expires on a Saturday, Sunday, or any other day in
which banking institutions in the State of California are authorized or obligated by law or
executive order to close ("Holiday"), the act in question may be perfonned on the next succeeding
day that is not a Saturday, Sunday or a Holiday.
-24-
106711 000001""'7.8 .1-33 SD Port o;.triot
Apri'". '997 -~P-
- ..
29. Survival of Reoresentations. Warranties and A!!reements. All representations,
warranties and agreements contained herein shall survive the Close of Escrow for a period of
twelve (12) months after the Close of Escrow, except for enviromnental, endangered or threatened
species, critical habitat and natural resources claims which shall survive as long as Purchaser
is permitted to assert such claims pursuant to applicable local, State and federal law. Purchaser
and Seller hereby agree to indemnify, defend and hold harmless the other from any and all loss,
liability, damage, cost or expense (including, without limitation, attorneys' fees) resulting from
any inaccuracy in or breach of any representation, warranty or covenant by the indemnifying
party.
30. Additional Instructions to Escrow Holder. If Escrow Holder is the prevailing party
in any action or proceeding between Escrow Holder and some or all of the parties to the Escrow,
Escrow Holder shall be entitled to all costs, expenses and reasonable attorneys' fees expended
or incurred in connection therewith. If Escrow Holder is required to respond to any legal
summons or proceedings not involving a breach or fault upon Escrow Holder's part, the parties
to this Agreement agree to share equally all costs, expenses and reasonable attorneys' fees
expended or incurred by Escrow Holder. In the event costs, expenses and attorney fees are
reimbursed to Escrow Holder, Purchaser and Seller agree that the prevailing party between
Purchaser and Seller shall be awarded reimbursement of such costs, expenses and attorneys fees
paid by it to Escrow Holder hereunder.
Balance of Page Intentionally Left Blank
-25-
1CO711 000001186587.6 .3-3cf SO Pan 0"'""
",,"111,1997 S_'8 P-
- '.
31. Amendments. This Agreement may be amended OIÙY by written agreement signed
by both of the parties hereto.
IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement
as of the date first above written.
PURCHASER: CITY:
THE SAN DIEGO UNIFIED PORT THE CITY OF CHULA VISTA
DISTRICT, a public corporation
By: By:
Name: Name:
Title: Title:
By: ATTEST:
Name:
Title:
City Clerk
SELLER:
Agency Secretary
THE REDEVELOPMENT AGENCY OF
THE CITY OF CHULA VISTA APPROVED AS TO FORM:
By: By:
Name: Name:
Title: Title: City/Agency Attorney
By:
Name:
Title:
-26- ...J -.3 S'
106711 000001186581.6 80Poo 0.."",
",,"111. 1997 8_'8 P-
" - .
EXHIBIT A
LEGAL DESCRIPTION
See Attached
EXHIBIT A - I J-3(,
106711 000001\8658'6 SO P,," O;""a
April 11. 199' Shangn~ P"""""
-. .. ..
01-154469
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF
CALIFORNIA, COUNTY OF SAN DIEGO AND IS DESCRIBED AS FOLLOWS:
ALL THAT PORTION OF QUARTER SECTION 172 OF THE RANCHO DE LA
NACION, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE
OF CALIFORNIA, ACCORDING TO MAP THEREOF MADE BY MORRILL, NO.
166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY, DESCRIBED IN THE DEED FROM THE H & B LANDS,
INCORPORATED, A CORPORATION, TO PACIFIC MARINE CHEMICALS,
INCORPORATED, A CORPORATION, DATED MARCH 23,1928, RECORDED IN
BOOK 1441, PAGE 376 OF DEEDS, AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF "F'
STREET, AS NOW LOCATED WITH THE MEAN HIGH TIDE LINE OF THE BAY
OF SAN DIEGO AS SET FORTH IN THAT CERTAIN AGREEMENT
"ARBITRATING ORDINARY HIGH WATER MARK" RECORDED JUNE 22,1953
IN BOOK 4897, PAGE 408 OF OFFICIAL RECORDS; THENCE EASTERLY
ALONG THE SOUTHERLY LINE OF SAID "F" STREET, 726.00 FEET;
THENCE AT RIGHT ANGLES SOUTHERLY 300.00 FEET; THENCE AT RIGHT
ANGLES WESTERLY PARALLEL WITH THE SOUTHERLY LINE OF SAID "F"
STREET TO THE SAID MEAN HIGH TIDE LINE OF THE BAY OF SAN DIEGO;
THENCE NORTHERLY ALONG THE SAID MEAN HIGH TIDE LINE TO THE
POINT OF BEGINNING.
EXCEPTING THEREFROM THE NORTHEASTERLY 329.39 FEET THEREOF.
..J- 37
.. -' . .
EXHIBIT B
FORM OF GRANT DEED
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
MAIL TAX STATEMENTS TO:
The San Diego Unified Pon District
3165 Pacific Coast Highway, 7th Floor
San Diego, California 92101
Attention:
GRANT DEED
Assessor's Parcel Number:
In accordance with Section 11932 of the California Revenue and Taxation Code, Grantor has
declared the amount of the transfer tax which is due by a separate statement which is not being
recorded with this Grant Deed.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the
undersigned, THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA
("Grantor"), hereby grants to THE SAN DIEGO UNIFIED PORT DISTRICT, a public
corporation ("Grantee"), that certain real propeny in the City of Chula Vista, County of San
Diego, State of California described in Exhibit A attached hereto and incorporated herein (the
"Propeny").
Balance of Page Intentionally Left Blank
J-~f
EXHIBIT B-1
'06111 000001\865816 sop"" Oi..."
April 11. '991 _loP-
.. . . -
SUBJECT TO: (1) All non-delinquent tax liens;
(2) All matters of record or actually known by Grantee; and
(3) All matterS that may be revealed by a physical inspection.
THE REDEVELOPMENT AGENCY OF
THE CITY OF CHULA VISTA
By:
Name:
Title:
Dated: , 1996
MAIL TAX STATEMENTS AS SET FORTH ABOVE
EXHIBIT B-2 ..J-~,
106111 0000011865ð7.6 SO PM Oi...d
Apn'". 1997 5_'8 P"","",
-.
EXHffiIT A
TO
GRANT DEED
See Legal Description Attached
EXHIBIT B-3 .3 ,~O
106711 000001\8658'. SO P,," O..tncI
",,"111. '99' S_,. p-
o'
01-154469
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF
CALIFORNIA, COUNTY OF SAN DIEGO AND IS DESCRIBED AS FOLLOWS:
ALL THAT PORTION OF QUARTER SECTION 172 OF THE RANCHO DE LA
NACION, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE
OF CALIFORNIA, ACCORDING TO MAP THEREOF MADE BY MORRILL, NO.
166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY, DESCRIBED IN THE DEED FROM THE H & B LANDS,
INCORPORATED, A CORPORATION, TO PACIFIC MARINE CHEMICALS,
INCORPORATED, A CORPORATION, DATED MARCH 23,1928, RECORDED IN
BOOK 1441, PAGE 376 OF DEEDS, AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF "F'
STREET, AS NOW LOCATED WITH THE MEAN HIGH TIDE LINE OF THE BAY
OF SAN DIEGO AS SET FORTH IN THAT CERTAIN AGREEMENT
"ARBITRATING ORDINARY HIGH WATER MARK" RECORDED JUNE 22,1953
IN BOOK 4897, PAGE 408 OF OFFICIAL RECORDS; THENCE EASTERLY
ALONG THE SOUTHERLY LINE OF SAID "F" STREET, 726.00 FEET;
THENCE AT RIGHT ANGLES SOUTHERLY 300.00 FEET; THENCE AT RIGHT
ANGLES WESTERLY PARALLEL WITH THE SOUTHERLY LINE OF SAID "F"
STREET TO THE SAID MEAN HIGH TIDE LINE OF THE BAY OF SAN DIEGO;
THENCE NORTHERLY ALONG THE SAID MEAN HIGH TIDE LINE TO THE
POINT OF BEGINNING.
EXCEPTING THEREFROM THE NORTHEASTERLY 329.39 FEET THEREOF.
J...4(
- .
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA ) n- OPTIONAL SECTION on
) CAPACITY CLAIMED BY SIGNER
COUNTY OF SAN DIEGO ) Though statute does not 'equi,e the Nomy to fill
in tho dots bslow. doing so msy p,ovo involusbls
to ps"ons "'ying on tho document.
On , 1997 before me, . Notary Public, personally D INDIVIDUAL
appeared D CORPORATE OFFICERIS}
D personally known to me - OR - D proved to me on the basis of TITLE,S)
satisfactory evidence to be the person!s) D PARTNERISJ DUMITED
whose names!s) is/are subscribed to the DGENERAL
within instrument and acknowledged to D ATTORNEY-IN.FACT
me that he/she/they executed the same D TRUSTEEISI
in his/her/their authorized capacity!ies),
and that by his/her/their signature!s) on D GUARDIAN/CONSERV A TOR
the instrument the person!s), or the D OTHER:
entity upon behalf of which the
person!s) acted. executed the
instrument. SIGNER IS REPRESENTING:
INAME OF PERSONIS) OR ENTITYIIESII
WITNESS my hand and official seal.
ISIGNATURE OF NOTARY)
OPTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT
THE DOCUMENT OESCRIBED AT RIGHT:
NUMBER OF PAGES - DATE OF DOCUMENT
Though the dm "ouested he" is not "qui"d by
law. it could o"vent l<audulent "attachment 01 "'is SIGNERISI OTHER THAN NAMED ABOVE
!o'm.
.3 -' C '2..
EXHIBIT B - 4
t06711 000001\865876 SO Port Di,trict
",,"111. t997 Shong'" P-
EXHIBIT C
STATEMENT OF TRANSFER TAX
SEPARATE STATEMENT OF
DOCUMENTARY TRANSFER TAX
San Diego Recorder County Clerk
1600 Pacific Highway
Room 260
San Diego, California 92101
Dear Sir or Madam:
In accordance with Section 11932 of the California Revenue and Taxation Code, it is requested
that this Statement not be recorded with the attached Grant Deed but be affixed to the Grant Deed
after recordation and be returned as directed thereon.
The Grant Deed names THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA
VISTA, as Grantor and THE SAN DIEGO UNIFIED PORT DISTRICT, a public corporation,
as Grantee. The property being transferred is located in the City of Chula Vista, County of San
Diego, State of California.
The amount of documentary transfer tax due on the attached Grant Deed is
Dollars and _1100 Cents ($ ),
computed on the full value of the property.
THE REDEVELOPMENT AGENCY OF
THE CITY OF CHULA VISTA
By:
Name:
Title:
Dated: , 1996
EXHIBIT C - 1 J-f/3
106711 000001\86587.5 SD POo1 D,.!rid
"""".1997 -"P-
0 .
EXHIBIT D
FORM OF ASSIGNMENT OF INTANGIBLES AND WARRANTIES
ASSIGNMENT OF INTANGIBLES AND WARRANTIES
THIS ASSIGNMENT OF INTANGIBLES AND WARRANTIES is made this - day of
, 1996, by and between THE REDEVELOPMENT AGENCY OF THE CITY OF
CHULA VISTA ("Assignor"), and THE SAN DIEGO UNIFIED PORT DISTRICT, a public
corporation ("Assignee"), with reference to the following facts:
A. Assignor is selling to Assignee certain real property, and improvements located thereon (the
"Property"), more particularly described in the Agreement of Purchase and Sale and Escrow
Instructions by and between Assignor as Seller and Assignee as Purchaser (the "Purchase
Agreement").
B. Assignor has used or acquired (or may have acquired) certain intangible rights in connection
with the Property, including, but not limited to, any trade name used in connection with the
Property, various easements, licenses, permits, air rights, certificates of occupancy, rights of
way, sewer agreements, water line agreements, utility agreements, water rights and oil, gas and
mineral rights (collectively, the "Intangibles") and has also acquired, or may have acquired,
certain express and implied warranties (the "Warranties").
C. Assignor hereby desires to assign to Assignee all of its right, title and interest in and to the
Intangibles and the Warranties, to the extent such right, title and interest may exist and is
assignable by Assignor.
NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinbelow set
forth, the parties hereto agree as follows:
1. Effective as of the Close of Escrow, as that phrase is derIDed in the Purchase Agreement,
Assignor hereby assigns and transfers to Assignee all of Assignor's right, title and interest in
and to the Intangibles and the Warranties, to the extent such right, title and interest may exist
and is assignable by Assignor.
2. Assignee hereby accepts the assignment of the Intangibles and the Warranties as of the Close
of Escrow and shall be entitled to all rights and benefits accruing to the Assignor thereunder and
hereby assumes all obligations thereunder from and after the Close of Escrow.
3. The provisions of this instrument shall be binding upon and inure to the benefit of Assignor
and Assignee and their respective successors and assigns.
4. This Assignment may be executed in counterparts which taken together shall constitute one
and the same instrument.
EXHIBIT D - 1 ..J -4"
106711 00000'\8658'6 SDP""o;.lrid
April 11. '99' S_la-
. ..
5. Assignor hereby covenants that it will, at any time and from time to time, execute any
documents or take such additional actions as Assignee or its successors or assigns shall reasonably
require in order to more completely or perfectly carry out the transfers intended to be
accomplished by this Assignment.
IN WITNESS WHEREOF, the parties hereto have entered into this Assignment of Intangibles
and Warranties as of the date first set forth above.
"ASSIGNOR"
THE REDEVELOPMENT AGENCY OF
THE CITY OF CHULA VISTA
By:
Name:
Title:
By:
Name:
Title:
"ASSIGNEE"
THE SAN DIEGO UNIFIED PORT DISTRICT, a
public corporation
By:
Name:
Title:
By:
Name:
Title:
-
EXHIBIT D - 2 ..J"'~
'06711 c00001\865878 SO Port O',tnct
",,"111, '997 S~~ P-
- ..
EXHIBIT E
FORM OF NON-FOREIGN AFFIDA VII
CERTIFICATION BY ENTITY TRANSFEROR
THAT IS NOT A FOREIGN CORPORATION.
PARTNERSHIP. TRUST OR ESTATE
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property
interest must withhold tax if the transferor is a foreign corporation, partnership, trust or estate.
To inform the transferee that withholding of tax is not required upon the disposition of a U.S.
real property interest by THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA
VISTA ("Transferor"), the undersigned hereby certifies the following, on behalf of Transferor:
a. Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate
(as those terms are defined in the Internal Revenue Code and Income Tax Regulations);
b. The U.S. employer identification number of Transferor is ; and
c. Transferor's office address is:
The Redevelopment Agency of the City of Chula Vista
Transferor understands that this certification may be disclosed to the Internal Revenue Service
by the transferee and that any false statement contained herein could be punished by erne,
imprisonment, or both.
Under penalty of petjury, I declare that I have examined this certificate and to the best of my
knowledge and belief, it is true, correct and complete.
Dated: ,199_.
THE REDEVELOPMENT AGENCY OF
THE CITY OF CHULA VISTA
By:
Name:
Title:
EXHIBIT E - 1 j-cJlø
'08711 000001\86S87.6 SOP,", OI.1rid
_".1997 S_'. P-
EXHIBIT F
WITHHOLDING EXEMPTION CERTIFICATE
EXHIBIT F - 1 .J,4 1
106711 000001\86587.6 SD Port D;,lrid
",,"111,1997 S_IaP-
.. -. . -
EXHIBIT G
FORM OF PRELIMINARY CHANGE OF OWNERSHIP
EXHIBIT G - 1 J,4~
1œ711 a00001\86581.6 50 Port Oòot",
"""'",1991 5_'8 P-
- .
.~. Th~tar-News I "", 6þ/I'1"1'" ""22'33
~ Send to: CV-C-bO
P.O. Box 1207 I 279 Third Avenue ~
ChuJa Vista, CA. 91912 ChuJa Vista, CA.91910 Artn:
FaX# (619) 426-6346 Phone#(619)'427-3000 . I 17(p-5.:2tO
Machine Phone #: --r ~
Nur:nber of pages sent, counling this cover page: -3
Sent by: ç 7oßr,n ,I f..t¿~
Message: ~o- .
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æe PØ2 MAY 2Ø '97 22:31
NOTICE OF PUBLIC
HEARING
REDEYELOPIIENT
AGENCY OF THE em OF
QlULA VISTA,
CAUFORNIA
NotIœ 18 ~ =
=: ~Iomia
HeaI1h .,1(1 SIIf8Iy Code,
d1IIIaPuIß;~
~ CIty 01 Chull
isla, . III _sid...
the .. cI ~ f.lWned
IL'" 1q¡itjr¡j IoèaIed al
I..IgociI OM wiIIin \he
=nl RedveloPßI.tnt .
ArIa. ThflÌaJe 18 -
~ III be oam:
. the Sell Qi8go rifitd
Pot! DIsIriot wi1boùt campøIí-
IIvt fddlno.. ThII prape~
was acquIred !Iv the
RedtV8lo¡:ment A(d~ will
tax increinent fuñds acçn¡.
Inti from 1h8 Bayfran!
Ridevelopment Project
AIR
The Pu* H~ wi( be
held on T~, ne $,
1l1li7, ~ the Cit
CounåI ~ which be-
~8I4;OOP Infle~
nc:il Chambers Ioca
in the Public Service& buld-
~, 276 Fcu1h A_U8,
ula VisIB, CA. M¡ inter-
::ø::nalmg. =
Hϖno.. ~
H you wish iJ oamment on
the propo&ed ~ sale.
~ do 10 at the Publio
or h wñllen co,.
~ delMIred tI \he
e\arJ ¡¡f fie Rede¥e-
~I ~. ConImun-
iIy DeveI~ent!)epGrl- ~
ment, 276 rth Avenue.
Chura VIS'13 OA 91910 IIIor
to lhe ublic tØm~.
Should ¡: wl8h to -
Iønge action of the
. ~ at . Iller d81e. you
may 6miled 10 raiSing
onlY flose ~ or
someone else al the
Public HeelIng cIaaa1b8d in
1Iis nob, or I8Isød In writ.
ten c:omllll'* delJyerød to
the Community De-
veIopment =ent at or
prforlO \he Ie HeariI'Q.
A ~ Sumrnart
~ f1e In!
. 18 aveIsbIØ far pubIio
hspec:tiol) lit th,. ~
ment of Ccmmunity De-
=nt dI!rinØ . !ø9u!ar.
wo 'I'I ' houia.". Monday
~ F~' 8:00 AM. to
. 5:00 Jl Fot b1hør inIot-
I' ~~~l~
808 PØ3 MAY 2Ø '97 22:31
, , :;;>"~'::::;i:::;': ; ¡:oo'P:IÅ:i:"~' iirthei1;¡;'
matian. p øasø ~ct ¡;Md
'J Ka$8man, R8<fw8lo XIIBnt
CoordinalDr, at 691-5047. "y\t
'(""" Chris SeJomone
Community DMIopment
DirecIor
D8IBdMIIY 21, 1997
CV0S324 5124. 31197
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CllY OF
CHULA VISTA
COMMUNITY DEVELOPMENT DEPARTMENT
276 Fourth Avenue
Chula VIsta, CA 91910
tel (619) 691-5047
fax (619) 476-5310
fax I r a n 5 m I t t a I
to: LtIÚA' ~~ ~-I I
fax #: I 7":2~ - Þ37'¿ I
from: l7/œd ~~~J (Þ' ~) I
date: I ~/.;z~~? I
re: I ¡JJJ~' 2k~AA-7r I
/
pages: l ~ , including this cover sheet I
NOTES: CaLI t-~~
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,. _.
NOTICE OF PUBLIC HEARING
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, CALIFORNIA
Notice is hereby given, pursuant to Sections 33431 and 33433 of the California
Health and Safety Code, that a Public Hearing will be held by the Redevelopment
Agency of the City of Chula Vista, California to consider the sale of property
owned by the Agency located at 980 Lagoon Drive within the Bayfront
Redevelopment Project Area. The sale is proposed to be completed with the San
Diego Unified Port District without competitive bidding. This property was
acquired by the Redevelopment Agency with tax increment funds accruing from
the Bayfront Redevelopment Project Area.
The Public Hearing will be held on Tuesday, June 3,1997, following the City
Council meeting which begins at 4:00 P.M. in the City Council Chambers located
in the Public Services building, 276 Fourth Avenue, Chula Vista, CA. Any
interested person may appear and speak at the Public Hearing.
If you wish to comment on the proposed property sale, you may do so at the
Public Hearing or in written correspondence delivered to the Secretary of the
Redevelopment Agency, Community Development Department, 276 Fourth
Avenue, Chula Vista, CA 91910 prior to the Public Hearing. Should you wish to
challenge the action of the Agency at a later date, you may be limited to raising
only those issues you or someone else raised at the Public Hearing described in this
notice, or raised in written comments delivered to the Community Development
Department at or prior to the Public Hearing.
A copy of the Summary Report describing the land sale is available for public
inspection at the Department of Community Development during regular working
hours, Monday through Friday, 8:00 A.M. to 5:00 P.M. For further information,
please contact Fred Kassman, Redevelopment Coordinator, at 691-5047.
Chris Salomone
Community Development Director
Dated May 21,1997
~. '.I¿-'
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Cl1Y OF
CHUlA. VISTA
COMMUNITY DEVELOPMENT DEPARTMENT
276 Fourth Avenue
Chula Vista, CA 91910
tel (619) 691-5047
fax (619) 476-5310
fax t ran s m i ~ a I
to: I Alc-/ /w/s '~ I
, ~
fax #: I Ifd6 --h3 4þ I
from: I Y-ki! I ~w ~t)
fjU4~~
date: I I
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re:
pages: "Í , including this cover sheet
Otêl -h (i fJ~/c ;'~J ~
NOTES:
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NOTICE OF PUBLIC HEARING
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA. CALIFORNIA
Notice is hearby given, pursuant to Sections 33431 and 33433 of the California Health and
Safety Code, that a Public Hearing will be held by the Redevelopment Agency of the City of
Chula Vista, California to consider the sale of property owned by the Agency located at 980
Lagoon Drive within the Bayfront Redevelopment Project Area. The sale is proposed to be
completed with the San Diego Unified Port District without competitive bidding. This
property was acquired by the Redevelopment Agency with tax increment funds accruing from
the Bayfront Redevelopment Project Area. 1.,(3
The Public Hearing will be held on Tuesday, ~, 1997, following the City Council
meeting which begins at 4:00 P.M. in the City Council Chambers located in the Public
Services building, 276 Fourth Avenue, Chula Vista, CA. Any interested person may appear
and speak at the Public Hearing.
If you wish to comment on the proposed property sale, you may do so at the Public Hearing
or in written correspondence delivered to the Secretary of the Redevelopment Agency,
Community Development Department, 276 Fourth Avenue, Chula Vista, CA 91910 prior to
the Public Hearing. Should you wish to challenge the action of the Agency at a later date,
you may be limited to raising only those issues you or someone else raised at the Public
Hearing described in this notice, or raised in written comments delivered to the Community
Development Department at or prior to the Public Hearing.
A copy of a the Summary Report describing the land sale is available for public inspection at
the Department of Community Development during regular working hours. Monday through
Friday, 8:00 A.M. to 5:00 P.M.. For further information, please contact Fred Kassman,
Redevelopment Coordinator, at 691-5047.
Chris Salomone
Community Development Director
Dated ~4.,...I!?P7
Þ----'-7J
. -
JOINT REDEVELOPMENT AGENC~/CQUNCIL AGENDA STATEMENT
I: 4
I
Item
Meeting Date 06/10197
ITEM TITLE: PUBLIC HEARING: CONSIDERATION OF THE ADOPTIDN OF FINAL OPERATING
BUDGET, CAPITAL BUDGETS, AND REDEVELOPMENT AGENCY BUDGET FOR THE
FISCAl YEAR R"""" JU~'" A" EN"," JUNE 3D. ""
REVIEWED BY: "'æt;w D;."'~G-I ~ fl' \ """'"' V- V"- loLl
Staff requests that this item be continued to a Joint Meeting of the Redevelopment Agency/City Council on June
17, 1997 at a TIME CERTAIN OF 6:00 P.M.
IDHI H,\HDMEICDMMDEV\STAFF.RE~D6.1D.97IBUDGETIJ"", 5. 19971N7¡m1l
- -
"1."":'!"y""";r"MENT !
. """ : .,,!,;,;,,"
NOTICE OF PUBLIC HEARING r~;~ ~1 I
BY THE CHULA VISTA CITY COUNCIL
AND REDEVELOPMENT AGENCY
CHULA VISTA, CALIFORNIA
NOTICE IS HEREBY GIVEN THAT THE CHULA VISTA CITY COUNCIL AND
REDEVELOPMENT AGENCY will hold a public hearing to consider the following:
Consideration of the adoption of final Operating Budget, Capital Budgets, and
Redevelopment Agency Budget for the fiscal year beginning July 1, 1997 and ending
June 30, 1998. For further infonnation call the Budget Manager at 691-5031.
If you wish to challenge the City's action on these matters in court, you may be limited to
raising only those issues you or someone else raised at the public hearing described in this
notice, or in written correspondence delivered to the City Clerk's Office at or prior to the
public hearing.
SAID PUBLIC HEARING WILL BE HELD BY THE CITY COUNCIL AND
REDEVELOPMENT AGENCY on Tuesday, June 10, 1997, at 6:00 p.m. in the Council
Chambers, Public Services Building, 276 Fourth Avenue, at which time any person desiring
to be heard may appear.
DATED: May 28, 1997
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T .
,.
,,' .~..t.: INVOICE & STATEMENT
T~tar - News 4321
wo'
Mail Address:
Direct Payments to: P.O. Box 1207, Chula Vista, CA 91912 835 Third Ave., Chula Vista, CA 91911
t.l (619) 427-3000
5-31-97
Date CV508900
CITY OF CHULA VISTA Accl No
OFFICE OF THE CITY CLERK
276 FOURTH AVE.
CHULA VISTA, CA. 91910
~ RE: HEARING
DESCRIPTION. BALANCE
£2Y
CV 9344 5/31 5.25 9.95 52.24
ADOPTION OF FINAL OPERATING BUDGET 52.24
COMMUi/'IY))fl'iIÕ'i>ÎÀËÑr
J :;D~
FORM SO 14
CHULA VISTA STAR-NEWS il NATIONAL CITY STAR-NEWS illMPERIAL BEACH STAR-NEWS
-
.w--.
PROOF OF PUBLICATION This space is for the County Clerk's filing stamp
(2015.5 C.C.Po)
STATE OF CALIFORNIA,
County of San Diego:
I am a citizen of the United States and Proof of Publicaton of:
a resident of the County aforesaid; I am CV #9344
over the age of eighteen years, and not - - - - - - - - - - - - - - -- - - - -- - -- -- -- - -- - - - -- -- - - - - - -- - - - --
a party to or interested in the above- - -~~~ ~ :_~ - ~!- ?_~ ~ ~ ~ _c- - ~~~!:~ ~ ~ - - - - - - - - - - - - - -- - - - --
entitled matter. I am the principal clerk
of the printer of the STAR-NEWS, a 1IO11ΠOf PUIII.IC
newspaper of general circulation, pub- HEARING BY 1HE aM.A
YIST A CIJY COUNCI. AND
lished ONCE WEEKLY in the city of REŒ'laOPllEllT
Chula Vista and the South Bay Judicial AGEIØ ~ YlSTA,
NOTICE IS HEÆBY G~
District, County of San Diego, which YEN 1HA T TIE CIU.A
YlSTA cnv COUNCI. AND
newspaper has been adjudged a news- REDEVELOPMENT
AGIf1¥:t wi hold I public
paper of general circulation by the ~toOlllllidor"'foI.
Superior Court of the County of San ~af"'=:
tionaf"',~
Diego, State of California, under the ~~
date of April 23, 1951, Case Number æt.J"',II187,':
182529; that the notice, of which the . 30, 11188. Far
-_ell'"
c¡nnexed is a printed copy (set in type ::'~t 1I1.lgll II
not smaller than nonpareil), has been ..: r::~~ :-=
published in each regular and entire _in""""""".
ImlI8d to -.. ~ -
issue of said newspaper and not in any =:'.:~
supplement thereof on the following _inlìl'-'orn
WIÎIIIf1~"
dates, to-wit: - to ... CI8k'o 01-
&co 81 or IIiar to ........
5/31 "T.:l PIIIU: IEAIING
WlL lIE leD BY TIE
CITY COUNCIL ANÐ
all in the year 1997 REDEVELOPEIIENT
AGIf1¥:t en T\I8dir,"'"
10, 11187,IIUO UIL in..
CaIncI a.as. NIle
I certify (or declare) under penalty of _~218
.. F_...... -
perjury that the foregoing is true and "., 1ime",,-dIoiqto
~ . =~ T1åt7
correct. cwo:M4 111311117
- -
Dated at Chula Vista, California 91910
this 31st day of May ,192.L
Signat (J.~L
. .
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~~-
.0;: .0;: .0;:";;::
-- -
CllY OF
CHULA VISTA
OFFICE OF THE CITY CLERK
TELEFAX COVER LEITER
Te1ecopier No. (619) 585-5612
DATE: S AJ/i 7
/
TO: Star News Les>;a1 / Joann
FAX NO: (619) 426-6346
FROM: Carla J. Griffin
SUBJECI:
æR~ . ?ì~4?~
TOTAL NO. PAGES (including cover): c2
PUBUCATION DATE: - - ~-! /-J ?
If all pages are not received, please call Carla @ (619) 691-5041-
276 FOURTH AVE/CHULA VISTA, CALIFORNIA 91910/(619) 691-5041
T - . . - .
NOTICE OF PUBLIC HEARING
BY THE CHULA VISTA CITY COUNCIL
AND REDEVELOPMENT AGENCY
CHULA VISTA, CALIFORNIA
NOTICE IS HEREBY GIVEN THAT THE CHULA VISTA CITY COUNCIL AND
REDEVELOPMENT AGENCY will hold a public hearing to consider the following:
Consideration of the adoption of final Operating Budget, Capital Budgets, and
Redevelopment Agency Budget for the fiscal year beginning July 1, 1997 and ending
June 30, 1998. For further information call the Budget Manager at 691-5031.
If you wish to challenge the City's action on these matters in court, you may be limited to
raising only those issues you or someone else raised at the public hearing described in this
notice, or in written correspondence delivered to the City Clerk's Office at or prior to the
public hearing.
SAID PUBLIC HEARING WILL BE HELD BY THE CITY COUNCIL AND
REDEVELOPMENT AGENCY on Tuesday, June 10, 1997, at 6:00 p.m. in the Council
Chambers, Public Services Building, 276 Fourth Avenue, at which time any person desiring
to be heard may appear.
DATED: May 28, 1997
. .
PUBLIC HEARING CHECK LIST
PUBLIC HEARING DATE: ¿'~,ç/9:/
~'i~ / /
SUBJECT:
LOCATION:
SENT TO STAR NEWS FOR PU~A7t -- BY FAX (b..ffJ f l HAND_; BY MAIL
PUBLICATION DATE fiJ / 7 7
/ -
MAILED NOTICES TO PROPERIT OWNERS .----- NO. MAILED
PER GC §54992 Legislative Staff,~struJ.~n Industry Fed, 6336 Greenwich Dr Suite F. San Diego, 92122
LOGGED IN AGENDA BOOK ;:¡¿:. 7
/ "
COP]ES TO: /
Adrninistration (4)
Planning
Originating Department
Enginee~
Others ~
City Clerk's Office (2) fPd1 />
POST ON BULLETIN BOARDS
/ /
SPECIAL INSTRUCTIONS:
7/93 .55.