HomeMy WebLinkAbout2007/12/04 RDA Item 2
(HULA VISTA
REDEVELOPMENT
AGENCY
AGENDA STATEMENT
DECEMBER 4, 2007, Item 2.
ITEM TITLE:
SUBMITTED BY:
REVIEWED BY:
RADOS PROPERTY TRANSFER
REDEVELOPMENT MANAGER
CITY MANAGER
4/STHS VOTE: YES D NO ~
BACKGROUND
To further the goals and objectives of the Bayfront Redevelopment Plan, the Chula Vista Redevelopment
Agency entered into a series of agreements in 1999 with the Port of San Diego and BF Goodrich, one of the
City's largest employers, to relocate and consolidate its campus. The agreements provided for cleanup of soils
and groundwater contamination, demolition of underutilized industrial buildings and improved traffic
circulation. The purpose of these actions was to increase the economic development potential for the land south
of H Street adjacent to the Marina in the Bayfront Redevelopment Project Area.
On July 13, 1999, the City of Chula Vista ("City"), the Redevelopment Agency ("Agency"), the San Diego
Unified Port District ("Port") and Rohr, Incorporated (DBA BF Goodrich Aerospace Aerostructures Group, or
"BFG") entered into a Relocation Agreement. The purpose of the agreement was to coordinate a series of land
transfers intended to facilitate the relocation and consolidation of Goodrich's operations to the north side of the
proposed H Street extension in the Bayfront Redevelopment Project Area. The result of these transfers would
be a reconfigured campus (the New Campus) generally bounded by Bay Boulevard to the east, F StreetlLagoon
Drive to the north, a realigned Marina Parkway to the west and the proposed H Street extension to the south
(see map, Attachment 1). The relocation and consolidation of Goodrich facilities frees up land south of the
proposed H Street extension that will be essential to the redevelopment of the Bayfront in accordance with the
proposed Bayfront Master Plan.
One of the properties to be transferred was the privately-owned Rados Property, located at the comer of Lagoon
Drive and Bay Boulevard. The Agency acquired the property in 2003, with the intention of transferring
ownership to BFG. Now the terms of the transfer have been met and the Agency is prepared to transfer
ownership to BFG, completing the assemblage for the New Campus in accordance with the 1999 Relocation
Agreement. For more detailed historical information about the BFG relocation/consolidation agreements,
please refer to Attachment I.
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ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed project for compliance with the California
Environmental Quality Act ("CEQA") and has determined that the proposed project was adequately covered in
the previously adopted Mitigated Negative Declaration (MND) IS-99-21. Therefore, no further environmental
review or documentation is necessary.
December 4, 2007 Item L
Page 2 00
RECOMMENDATION
Staff recommends that the Agency approve:
Resolution of the Chula Vista Redevelopment Agency approving the Implementation Agreement and any
necessary documents by and between the Redevelopment Agency of the City of Chula Vista and Rohr, Inc.,
operating as BFGoodrich Aerostructures Group, and the Transfer of Property at 798 F Street in Chula Vista
to Goodrich, Inc.
BOARDS/COMMISSION RECOMMENDATION
On November 8, 2007, the CVRC recommended, by a vote of (Resolution No. -.-J, that the Agency
approve and execute the Implementation Agreement and any necessary documents, and transfer the property at
798 F Street.
DISCUSSION
See attached CVRC Staff Report, dated November 8, 2007.
DECISION MAKER CONFLICT
Staff has reviewed the property holdings of the Redevelopment Agency Members and has found that a potential
conflict exists with Members Castaneda and Rindone, who own property in the Town Centre I Redevelopment
Area. The Town Centre I area shares funds with the Bayfront Redevelopment Area, where the subject property
is located.
FISCAL IMPACT
In 1999, the Relocation Agreement contemplated the Agency receiving $3,000,000 as a lump sum settlement
from the Port as compensation in full for:
· The Agency-owned parcels ($1,271,9521)
· The privately-owned Rados Parcel ($1,052,4092)
· Transfer Activities ($675,639)
According to transfer statements from the Port and Settlement Statements from the escrow company (Chicago
Title Company), the Port did deposit the $3,000,000 on October 7, 1999, as follows:
· The Port deposited $2,324,361 into an escrow account for the Agency and Rados parcels and $675,639
into escrow for transfer activities.
However, according to those same Settlement Statements, the Agency received only $2,919,991, as follows:
· On October 22,1999, $972,400 was paid on the Agency's behalf to the State Superior Court, for
condemnation proceedings on the Rados Property (appraised amount for Rados Property of $1,052,409
-less $80,009 for demolition costs).
1 Appraised value of Agency Parcels.
2 Appraised value of Rados Parcel.
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December 4, 2007 Item 2
Page 3 00
. On December 20, 1999, $1,271,202 was paid to the Agency from escrow ($750 was deducted for the
escrow fee from the agreed amount of$I,271,952).
. On December 30,1999, $675,639 was paid to the Agency from escrow.
Staff analysis shows an outstanding balance due the Agency from the escrow company of$80,009. The
Agency continues to pursue this remaining balance with the escrow company.
To date, the Agency has expended $1,490,000 for the purchase of the Rados Property (2003) and approximately
$156,000 for clearance and remediation of the Rados Property. Approval of the Implementation Agreement
will authorize the transfer of ownership of the property to BFG, including payment for grading of the site in the
amount of $254,000. So, the total cost to acquire, remediate and transfer the property exceeds the revenue
received from the Port by approximately $172,000, not including the.cost to prepare transfer documents and a
title policy. This difference will be taken from Tax Increment funds of the Redevelopment Agency. No
appropriation is needed to complete the transfer, as the funds have already been budgeted.
ATTACHMENTS
Attachment 1 - CVRC Staff Report entitled, "Transfer of Rados Property" and dated November 8, 2007
Prepared by: Janice Kluth, Senior Community Development Specialist, Community Development
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Attachment 1
CORPORATION
CHULA VISTA
CVRC Board
Staff Report - Page 1
Item No. 5
DATE:
November 8, 2007
TO:
CVRC Board Directors
VIA:
David R. Garcia, Chief Executive Officer
Ann Hix, Acting Community Development Director
FROM:
Eric Crockett, Redevelopment Manager
SUBJECT:
Transfer of "Rados" Property
SUMMARY:
Recommend the Agency approve and execute the Implementation Agreement
and necessary documents, and transfer of property at 798 F Street.
Location
Site
Project Area
Project Type
Function
Redevelopment
Planning
Design Review
Environmental
798 F Street
3.02-acre Agency-owned property at Bay Boulevard and
La oon Drive
Bayfront
Land Transfer of Agency Property to BF Goodrich
Pro'ect Elements Rules & Re ulations
Implementation Agreement ,/ Cal. Redev. Law ,/
GPA CUP General Plan
Rezone Variance Zonin Code
UCSP
Desi n Manual
Landscape Manual
UCSP
CEQA Guidelines
DRC
UCDP
Exemption
ND/MND
Initial Stud
,/ EIR
2-4
Staff Report - Item No. -2-
November 8, 2007
Page 2
BACKGROUND:
In 1999, in order to further the goals and objectives of the Bayfront Redevelopment Plan,
the Chula Vista Redevelopment Agency entered into a series of agreements with the Port
of San Diego and BF Goodrich to relocate and consolidate the campus of one of the City's
largest employers, triggering a $47 million dollar private investment and providing for
cleanup of soils and groundwater contamination, demolition of underutilized industrial
buildings and improved traffic circulation. The purpose of these actions was to increase
the economic development potential for the land south of H Street adjacent to the Marina
in the Bayfront Redevelopment Project Area.
On July 13, 1999, the City of Chula Vista ("City"), the Redevelopment Agency ("Agency"),
the San Diego Unified Port District ("Port") and Rohr, Incorporated (DBA BF Goodrich
Aerospace Aerostructures Group) entered into a Relocation Agreement. The purpose of
the agreement was to coordinate a series of land transfers intended to facilitate the
relocation and consolidation of Goodrich's operations to the north side of the proposed H
Street extension in the Bayfront Redevelopment Project Area. The result of these transfers
would be a reconfigured campus (the New Campus) generally bounded by Bay Boulevard
to the east, F Street/lagoon Drive to the north, a realigned Marina Parkway to the west and
the proposed H Street extension to the south (See map, Attachment 1). The relocation and
consolidation of Goodrich facilities frees up land south of the proposed H Street extension
that will be essential to the redevelopment of the Bayfront in accordance with the
proposed Bayfront Master Plan.
One of the properties to be transferred was the privately-owned Rados Property, located at
the corner of lagoon Drive and Bay Boulevard. The Agency acquired the property in
2003, with the intention of transferring ownership to BFG. Now the terms of the transfer
have been met and the Agency is prepared to transfer ownership to BFG, completing the
assemblage for the New Campus in accordance with the 1999 Relocation Agreement.
RECOMMEN DA nON:
Staff recommends that the CVRC approve the following:
a) Resolution of the Chula Vista Redevelopment Corporation Recommending the
Redevelopment Agency Approve and Execute the Implementation Agreement and
any Necessary Documents By and Between the Redevelopment Agency of the City
of Chula Vista and Rohr, Inc., operating as BFGoodrich Aerostructures Group, and
the Transfer of Property at 798 F Street in Chula Vista to Goodrich, Inc.
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Staff Report - Item No. ---.L
November 8, 2007
Page 3
DISCUSSION:
In 1999, the Port of San Diego and the City of Chula Vista initiated cooperative efforts to
facilitate Bayfront redevelopment and stimulate economic development through the
reconfiguration of land use and ownership patterns on the waterfront. Several agreements
were executed that year that laid the groundwork for a major redevelopment effort that
would relocate and consolidate the campus of one of the City's largest employers,
triggering substantial private investment and creation of an opportunity for new
development. Below is a chronological summary of the events and agreements leading up
to the current proposed Implementation Agreement.
Relocation Agreement
To accomplish the consolidation of Goodrich's operations, the 1999 Relocation
Agreement provided that Goodrich would transfer ownership of its land south of H
Street (37.58 acres) to the Port, and that Goodrich would vacate the land it leased
from the Port south of H Street. In return, the Port agreed to transfer various
properties north of H Street, totaling 26.51 acres to Goodrich. These parcels were
comprised of Port-owned property (16.66 acres), SDG&E property (7.41 acres) and
its best efforts to acquire and transfer the MTDB property (2.44 acres). Additionally,
the Port agreed to pay the Redevelopment Agency three million dollars for the
Agency's Bay Boulevard properties, the privately-owned Rados Property (to be
acquired by the Agency) and certain acquisition and transfer costs associated with
the two sites.' Prior to holding a public hearing for the purposes of evaluating the
merits of entering into an agreement which includes the sale, lease, or transfer of
Agency property, the Redevelopment Agency is procedurally required by state
redevelopment law (Health & Safety Code 933433) to prepare a "Summary Report"
that summarizes the cost of the transaction to the Agency.
33433 Report
Pursuant to Health and Safety Code Section 33433, the Agency prepared a
"Summary Report of Agency Property Disposition and Financial Assistance." The
1 Section 3.6.1 of the Relocation Agreement describes the uses of the Port's three million dollar contribution
toward the financial obligations of the City and/or Agency (collectively, the "Transfer Activities"): (i)
acquisition of the Rados Parcel, (ii) transfer of the Agency and Rados Parcels to BFG, (iii) delivery of title
policies and endorsements for the Agency and Rados Parcels as reasonably requested by BFG under the
Agency-BFG Transfer Agreement, (iv) preparation of Phase I and Phase II environmental reports for the
Agency and Rados Parcels, and (v) clearing and grading of the Agency and Rados Parcels and Environmental
Costs related to Environmental Remediation Activities on the Agency and Rados Parcels required pursuant to
Sections 3.2.1 (b), 3.2.2(b) and 7.4.2 hereof.
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Staff Report - Item No. ~
November 8, 2007
Page 4
hearing required by Health and Safety Code Section 33431 and 33433 was duly
called, noticed and held Uune 1999) in the manner required by law, and all
conditions precedent required by law to be performed were duly performed. The
Section 33433 Report was prepared, and filed in the Office of the City Clerk and in
the Office of the Executive Director, and made available for public inspection and
copying, all in the manner required by law.
Transfer Agreement
On November 16, 1999, the Agency and BFGoodrich Aerospace Aerostructures
Group, entered into a second agreement, entitled the Agency-BFG Transfer
Agreement ("Transfer Agreement"). The purpose of this agreement was to
implement the elements of the Relocation Agreement that dealt directly with the
Agency and Goodrich - specifically, the transfer of the Agency Property' and the
acquisition and transfer of the Rados Property' to Goodrich.
Development Agreement
On December 30, 1999, the City, the Redevelopment Agency and Goodrich
entered into a Development Agreement. The Agreement helped eliminate the
uncertainty in planning for BFG, allowing them the opportunity to master plan the
property per the existing rules, regulations, and policies of the City and Agency. It
also provided the City with some assurances that BFG would undergo a master
planning process for site development, and would cooperate with other
development proposals on adjacent Bayfront properties.
Implementation Agreement
The Agency conveyed the Bay Boulevard properties to Goodrich in December
1999 and subsequently acquired the Rados property in March of 2003. The
conditions required by the Transfer Agreement have been met, except for the
grading of the lot. Pursuant to Section 3.2.2.b of the Relocation Agreement, it was
agreed that in lieu of the actual grading, the Agency would pay Goodrich the
estimated cost of needed work. The cost to grade is estimated at $254,000, and the
proposed Implementation Agreement provides for payment of that amount to
Goodrich.
, An approximately 3.GS-acre Agency-owned property located on Bay Boulevard south of Lagoon Drive
, An approximately 3.02-acre property owned by Rados Brothers and located at the corner of Bay Boulevard
and Lagoon Drive
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Staff Report - Item No. ~
November 8, 2007
Page 5
Easement
Both the Relocation Agreement and the Transfer Agreement include a requirement
for an easement agreement between the City/Agency and BFG at the time of transfer
of the Rados property, giving the City/Agency easement rights to build and maintain
an "Entry Statement" on a small portion of land at the corner of Lagoon and Bay
Boulevard - a gateway to the Bayfront. That easement is being delivered via a grant
deed, a copy of which is included as Attachment 3.
ENVIRONMENTAL DETERMINATION:
The Environmental Review Coordinator has reviewed the proposed project for compliance
with the California Environmental Quality Act ("CEQA") and has determined that the
proposed project was adequately covered in the previously adopted Mitigated Negative
Declaration (MND) 15-99-21. Therefore, no further environmental review or
documentation is necessary.
DECISION-MAKER CONFLICTS:
Staff has reviewed the property holdings of the CVRC Members and has found no potential
conflicts that exist within 500 feet of the boundaries of the property which is the subject of
this action.
FISCAL IMPACT:
In 1999, the Relocation Agreement contemplated the Agency receiving $3,000,000 as a
lump sum settlement from the Port as compensation in full for:
. The Agency-owned parcels ($1,271,9524)
. The privately-owned Rados Parcel ($1,052,4095)
. Transfer Activities ($675,639)
However, according to financial records, the Agency received $2,919,991 from the Port in
1999, as follows:
. On October 22, 1999, the Port deposited $972,400 (appraised amount for Rados
Parcel - less $80,000 for demolition costs) with the State Superior Court on behalf
of the Agency, which had entered into condemnation proceedings for the Rados
Parcels.
4 Appraised value of Agency Parcels.
5 Appraised value of Rados Parcel.
2-8
Staff Report - Item No. ~
November 8, 2007
Page 6
· On December 20,1999, the Port deposited $1,271,952 to escrow (appraised
value of Agency Parcels).
. On December 30, 1999, the Port deposited an additional $675,639 into escrow
(transfer activity costs for Agency and Rados Parcels).
There is an outstanding amount of $80,009, for which there is no accounting or
explanation readily available. The Agency continues to pursue this remaining balance
with the Port.
To date, the Agency has expended $1,490,000 for the purchase of the Rados Parcel (2003)
and approximately $156,000 for clearance and remediation of the Rados Parcel. Approval
of the Implementation Agreement will authorize the transfer of ownership of the property
to BFG, including payment for grading of the site in the amount of $254,000. So, the cost
to transfer is approximately $1,900,000, not including the cost to prepare transfer
documents and a title policy. No appropriation is needed to complete the transfer, as the
funds have already been budgeted.
A IT ACHMENTS:
Attachment 1 - locator Map
Attachment 2 - Implementation Agreement for the Agency-BFG land Transfer Agreement
Attachment 3 - Grant Deed to City - Easement for landscaping and Other Public Purposes
PREPARED BY,
Janice Kluth - Senior Community Development Specialist
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II Ii lal
Attachment 1
Rados Property Transfer
Rados Property
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THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPRO V AL BY
THE CITY COUNCIL
'-dL~'L !l~~
Ann Moore
City Attorney
Dated: J{ ( )...1 [ u '1
Implementation Agreement between the
Redevelopment Agency ofthe City ofChula Vista
and
Rohr, Inc., previously operating as
BF Goodrich Aerospace Aerostructures Group
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11/11'0"1
Attachn\ent 2
IMPLEMENTATION OF THE
AGENCY-BFG LAND TRANSFER AGREEMENT
This Implementation of the Agency-BFG Land Transfer Agreement [Implementation
Agreement] is made by and between the REDEVELOPMENT AGENCY OF THE CITY
OF CHULA VISTA [Agency] and ROHR, INC., previously operating as BFGOODRICH
AEROSPACE AEROSTRUCTURES GROUP and currently operating as Goodrich
Aerostructures Group, a Delaware corporation and wholly owned subsidiary of Goodrich
Corporation, previously the BFGoodrich Company [Goodrich], collectively, the Parties.
RECITALS
A. The Agency, Goodrich, the City ofChula Vista [City] and the San Diego Unified Port
District [Port] entered into the Relocation Agreement [Relocation Agreement] on July 13,
1999. The Relocation Agreement was amended in November 1999. The Relocation
Agreement and the Amendment to Relocation Agreement are attached to this
Implementation Agreement as Exhibit A.
B. To implement the Relocation Agreement, the Agency and Goodrich entered into the
Agency-BFG Land Transfer Agreement [Transfer Agreement] on November 16, 1999.
The Transfer Agreement is attached to this Implementation Agreement as Exhibit B.
C. The Parties now desire to implement the provisions of the Transfer Agreement
concerning the Rados Property with this Implementation Agreement.
AGREEMENT
Section 1. Definitions. The Parties agree that all terms used in this Implementation
Agreement, unless defmed herein if defined in the Relocation Agreement or the Transfer
Agreement, shall have the meaning set forth in the Relocation Agreement or the Transfer
Agreement.
Section 2. Effective Date. This Agreement shall be effective on the date which is the
later of the two dates on which this Agreement is signed by the Agency and Goodrich
[Effective Date].
Section 3. Property Description. The Agency agrees to convey to Goodrich a fee
simple interest in the property known as the Rados Property, described as the 3.02-acre
property located at the comer of Bay Boulevard and Lagoon Drive, and more fully
described in the legal description and plat, attached to this Agreement as Exhibits C and
D, respectively [the Rados Property].
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Section 4. City Easement at Northeast Corner of Rados Parcel. Prior to the
conveyance of the Rados Property to Goodrich, the Agency shall grant to the City an
easement over that area described in Exhibit E and shown on a Plat designated as Exhibit
F pursuant to Section 6.2.1 of the Relocation Agreement.
Section 5. Chain Link Fence and Gate. Goodrich agrees to purchase from the Agency
the six-foot high chain link fence surrounding the Rados Property for $ 3,500, which sum
shall be deposited into Escrow.
Section 6. Environmental Condition of the Rados Property. The County of San
Diego Department of Environmental Health issued a "No Further Action" Letter on
February 16, 2006 stating that the cleanup goals established for the Rados Property have
been met. Therefore, the Parties agree that the Agency's obligations under Section 4.4(a)
of the Transfer Agreement and Section 7.4.2 of the Relocation Agreement are terminated
for the Rados Property.
Section 7. Physical Condition of the Rados Property. The Parties agree that the Rados
Property has been cleared and that the slab has been demolished. The Agency shall pay to
Goodrich a sum of $254,000, which shall be used for the grading of the Rados Property
and the Agency Land as defined in Section 3.1 of the Transfer Agreement. Upon
payment of this sum by the Agency, the Parties agree that the Agency's obligations in
Section 4.4(b) of the Transfer Agreement have been satisfied.
Section 8. Representations and Warranties of the Agency. The Agency conveys the
Rados Property in an 'AS IS' condition, with all faults, and except as stated herein, the
Agency makes no representations or warranties to Goodrich with respect to any aspect of
the Rados Property, including, without limitation, value, fitness for a particular use or
purpose, physical condition, environmental state, the status of title, availability of access,
ingress, egress, water or utilities, or any other matters. The Agency represents that
a) There is no pending litigation adversely affecting the Rados Property or the
Agency's ability to convey the Rados Property;
b) There are no contractual commitments which have been make to any
governmental authorities, utility companies, school districts or other governmental
agencies which would impose an obligation on the Agency or its successors or assigns to
make any contributions or dedications of money or land or to construct, install or
maintain any improvements of a public or private nature on or off the Rados Property;
and
c) Except for the Relocation Agreement and the Transfer Agreement, and except
for matters of record affecting title to the Rados Property, there are no leases or other
agreements affecting title or possessory rights to the Rados Property. These
representations are based upon the actual knowledge of the Agency personnel and the
Agency has not performed any investigation or inquiry regarding these matters. The
Agency shall indemnify, defend and hold Goodrich harmless from an against any claims,.
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demands, causes of action, liabilities, losses, costs and expenses, including without
limitation, attorneys' and experts' fees and costs relating to or arising out of any breach
or untruth of these representations and warranties. This indemnity shall survive the
Closing, and the delivery of the grant deed for, and the conveyance of, the Rados
Property .
Section 9. Condition of Title. The Agency shall convey to Goodrich, by grant deed, a
fee simple interest in the Rados Property free and clear of all liens and monetary
encumbrances, with the exception of the lien on non-delinquent real estate taxes and
assessments not yet due and payable and all other liens and encumbrances of record and
subject to the exceptions to title listed in the title report by First American Title,
excluding those exceptions to title that are reasonably disapproved by Goodrich. Within
14 days of receipt of the title report, Goodrich shall provide written notice of disapproved
exceptions. The condition of title shall be evidenced by a policy of title insurance in an
amount reasonably requested by Goodrich showing title vested in Goodrich [the Rados
Property Title Policy]. The Parties waive the requirement in Section 4.6 of the Transfer
Agreement for an AL T A policy of title insurance.
Section 10. Conditions Precedent to Conveyance ofthe Rados Property.
A) Goodrich has fully performed and complied in all material respects with its
obligations, covenants and agreements with regard to the Rados Property under this
Implementation Agreement, the Transfer Agreement, and the Relocation Agreement, and
is not in default under any provisions of any of these Agreements.
B) The Agency has fully performed and complied in all material respect with its
obligations, covenants and agreements with regard to the Rados Property under this
Implementation Agreement, the Transfer Agreement, and the Relocation Agreement, and
all representations and warranties made by the Agency in this Implementation Agreement
shall be materially true and correct as of the Closing Date.
C) First American Title is ready, willing, and able to issue the Rados Property Title
Policy.
Section 11. Closing. The Closing shall be deemed to have occurred when an executed
and acknowledged grant deed conveying the Rados Property to Goodrich is recorded in
the official records of San Diego County.
A) Within one day prior to the Closing Date, the Agency shall deliver into escrow the
executed and acknowledged grant deed in favor of Goodrich conveying the Rados
Property to Goodrich.
B) Within one day prior to the Closing Date, the Agency shall deliver into escrow
$254,000 for the grading of the Rados Property and the Agency Land as described in
Section 7 of this Implementation Agreement.
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C) Within one day prior to the Closing Date, Goodrich shall deliver into escrow $3,500
for the chain link fence as described in Section 5 of this Implementation Agreement.
D) Upon Closing, the Agency shall deliver possession of the Rados Property free and
clear of all tenancies and parties in possession.
E) Each Party shall deposit in a timely manner all documents and written escrow
instructions in escrow with the First American Title as may be necessary for conveyance
of the Rados Property in accordance with this Implementation Agreement, or as may be
reasonable requested by either Party.
F) Transfer taxes shall be paid by Goodrich. The cost of the Rados Property Title Policy
shall be paid by Goodrich. Escrow fees and all other closing costs shall be shared equally
between the Parties. Real estate taxes shall be prorated as of the Closing Date based on
the best available estimate of real estate taxes for the period during which the Closing
occurs, subject to final adjustment after Closing if requested by either Party in writing
within one year following the Closing Date. Any adjustment shall be based on the actual
tax statements received for such period. Each Party shall be responsible for the costs of
its own consultants and legal counsel.
Section 12. Non-discrimination Covenants. The grant deed shall contain the following
language: "The Agency covenants by and for itself, its heirs, executors, administrators,
and assigns, and all persons claiming under or through it, that there shall be no
discrimination against or segregation of, any person or group of persons on account of
race, color, creed, religion, sex, marital status, national origin, or
ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the
premises herein conveyed, nor shall Goodrich or any person claiming under or through it,
establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing
covenants shall run with the land."
Section 13. Notices. All notices, demands and correspondence required or provided for
under this Implementation Agreement shall be in writing and delivered in person, sent by
certified mail, postage prepaid, or sent by a nationally recognized overnight courier that
provides documentation of delivery.
Notice to the Agency shall be addressed as follows:
Redevelopment Agency of the City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
Attention: Eric Crockett
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Notices to Goodrich shall be addressed as follows:
Goodrich Aerostructures Group
850 Lagoon Drive
Chula Vista, CA 91910
Attention: Gary Sullivan
A Party may change its address by giving notice in writing to the other Parties in the
manner provided above. Thereafter, notices, demands and other correspondence
pertinent to this Implementation Agreement shall be addressed and transmitted to the new
address.
Section 14. Entire Agreement, Waivers, Amendments. This Implementation
Agreement and the Escrow Instructions constitute the entire understanding and agreement
of the Parties with respect to the transfer of the Rados Property. In the event there is a
conflict between the provisions of this Implementation Agreement and the Relocation
Agreement and/or the Transfer Agreement, the Relocation Agreement and/or the Transfer
Agreement shall control. All waivers of the provisions of this Implementation Agreement
must be in writing and signed by an authorized representative of the Party sought to be
charged with the waiver. The waiver by any Party of any term, covenant, agreement or
condition contained in this Implementation Agreement shall not be deemed to be a
waiver of any subsequent breach of the same or any other term, covenant, agreement or
condition, nor shall any custom or practice which may grown up between the Parties in
the administration of this Implementation Agreement, the Relocation Agreement, or the
Transfer Agreement be construed to waive or lessen the right of any Party to insist upon
performance in strict accordance with all of the provisions of this Implementation
Agreement. The terms and provisions of this Implementation Agreement shall only be
amended or changed pursuant to a written instrument signed by both the Agency and
Goodrich.
Section 15. Time of the Essence. Time is of the essence of each and every obligation of
the Parties under this Implementation Agreement.
Section 16. Applicable Law. This Implementation Agreement shall be construed and
enforced in accordance with the laws of the State of California.
Section 17. Exhibits. The following exhibits are attached to this Implementation
Agreement:
Exhibit A - Relocation Agreement and Amendment to Relocation Agreement
Exhibit B - Transfer Agreement
Exhibit C - Grant Deed
Exhibit D - Easement Grant Deed
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Section 18. Redevelopment Agency Approval Required. Goodrich understands and
agrees that this Implementation Agreement must be reviewed and considered at a hearing
before the Redevelopment Agency. The Redevelopment Agency has the discretion to
approve or disapprove any sections of this Implementation Agreement.
This Agreement is executed by the Agency and by Goodrich, acting by and
through its lawfully authorized officer.
REDEVELOPMENT AGENCY OF THE CITY OF
CHULA VISTA
Date:
By
David Garcia
Executive Director
ROHR, INC., operating as GOODRICH
AEROSTRUCTURES GROUP, a Delaware
corporation and wholly owned subsidiary of
GOODRICH Corporation
Date:
By
Approved as to Form:
Ann Moore, Agency Counsel
J:\Attorney\ELISA\AGREENIENTS\Rados Parcel- Implementation of Agency-BFG Land Transfer Rados Parcel - FINAL FINAL
FINAL lO-lS-Q7.doc
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RELOCATION AGREEMENT
by and among
CITY OF CHULA VISTA
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA
SAN DIEGO UNIFIED PORT DISTRICT
and
ROHR, INC.,
operating as BFGOODRICH AEROSPACE AEROSTRUCTURES GROUP
i;i//I) 1 0 . 2
2-18
.' ..../
.;... - .
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TABLE OF CONTENTS
Section 1. RECITALS.................... ................................................................................ 1
1. I Existing BFG Campus. ................................................................................... I
].2 Redevelopment and Eminent Domain. ................................ ................. ]
1.3 Purpose of Agreement and Related Agreements.............................................. I
1.4 Reservation of Discretion.......................... ...... ..... ......................... .................. 2
Section 2. DEFINITIONS ............. .................................................................................. 2
Section 3. LAND TRANSFER AGREEMENTS.......................................................... . 10
3.1 Land Transfer Agreement Between Port and BFG. ......................................... 10
3.1.] South Campus Transfers................................................................. ] I
3.].2 Port Parcels. .....................................................................................1]
3.1.3 SDG&E Property. .......................................................................... 1]
3.1.4 MTDB Property. ............................................................................. ]2
3.1.5 Approval of Land Transfer by State Lands Commission. ................. 13
3.1.6 Title Exceptions. .............................................................................. 13
3.2 Land Transfer Agreement Between Agency and BFG. ........................ 13
3.2.] Agency Parcel. .................................................................................13
3.2.2 Rados Parcel. ................................................................................... 13
3.3 Transfer and Acceptance of Property .............................................................. 14
3.3.] Property Transferred to Port. .......................................................... ]4
3.3.2 Property Transferred to BFG. ........................................................... 15
3.4 Indemnities After Closing Date....................................................................... 17
3.4.1 Port Indemnity. ............................................................................... 17
3.4.2 BFG Indemnity. .......................................................................... .. 17
3.5 Environmental Matters. ........................... ................. ....................... 17
3.6 Port-Agency Agreement. ................................................................................ ]8
3.6.1 Appropriation. ................................................................................. 18
3.6.2 Funding. .................... ..... ..................... ....... .............. ...... ................ 18
3.6.3 Utilization of Funds....................................................................... ... 19
3.6.4 Repayment Obligation. ...... ....... ........... ......... ........... .... ...... .......... ..... 19
3.7 Other Pre Closing Obligations and Actions. ....................................................19
3.7.1 BFG Subleases. ........................................................................... 19
3.7.2 BFG Ground Lease with SDG&E..................................................... 20
3.7.3 BFG Lease With MTDB. .................................................................20
3.7.4 Vacation of Marina Parkway. ........................................................... 20
3.7.5 Lot Line Adjustments. ......................................................................20
3.7.6 Certificates of Compliance. .............................................................. 20
3.8 Other Provisions. ............................................................................................21
3.9 Form of Deeds. ...............................................................................................21
Section 4. BFG RELOCATION ..................................................................................... 21
4.1 Relocation Period. ..........................................................................................21
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TABLE OF CONTENTS
(continued)
4.2 H Street Extension. .......................................................................................22
4.3 Marina Parkway Realignment. .......................................................................22
4.4 Relocation Schedule. .... ................ ..... .......... .............. .... ......... ...... ...... ........... 23
4.4.1 Adjustments to Relocation Schedule................................................. 23
4.5 BFG Occupancy of South Campus During Relocation Period. ........................ 24
4.6 Termination of Obligations Concerning the South Campus. ........................... 24
4.7 Utilities and Services. ..................................................................................... 24
Section 5. RELOCATION AND NEW CAMPUS FINANCE ASSISTANCE............. 24
5.1 Payments. ....... ........... ................................ ....... ...................... ....... ................ 24
5.2 Post-Closing Adjustments. ............................... ......... ............. ..... ... ............. .... 24
5.3 Reimbursement of South Campus Property Taxes.......................................... 25
5.4 New Campus Industrial Financing Assistance. ............................................... 25
5.4.1 Annual Installments.................... ............... ...... ........... ..... ....... .......... 25
5.4.2 Relocation Period Payments. .......................................................... 25
5.4.3 Post-Relocation Period Payments. .................................................... 25
5.4.4 Port Contribution............................................................................ 26
5.4.5 Port Loan Repayment....................................................................... 26
5.4.6 Payments to BFG Starting in Fiscal Year 2010/201 I
Limited to Actual Receipts. ............................................................. 27
5.4.7 Adjustments and Maximum Payment. .............................................. 27
5.4.8 In General. ....................................................................................... 28
5.4.9 Special Indemnity............................................................................ 28
Section 6. NEW CAMPUS AND SOUTH CAMPUS DEVELOPMENT ........................ 28
6. I Development Agreement. ............................................................................... 28
6.1. I Permitted Uses. ................................................................................ 28
6.1.2 Subsequent Approvals. ..................................................................... 29
6. 1.3 Application of Subsequently Enacted Rules, Regulations
and Official Policies. ........................................................................ 29
6.1.4 Other Governmental Permits, Approvals and Services...................... 29
6.1.5 Adjacent Land Uses. ..................................................................... 30
6.1.6 Infrastructure, Fees and Exactions. .................................................. 30
6.1.7 Prior City Commitments................................................................... 30
6.1.8 Term. ............................................................................................... 30
6.2 BFG Obligations. ................ ............ .... ............ ........... ........... .......... ........... .....30
6.2. I Rados/Agency Parcels Use and Development................................... 30
6.2.2 No Challenges; Cooperation. ........................................................... 32
6.2.3 New Campus Master Plan. ........................ ...................................... 32
6.3 Port Cooperation......................................................... ................................... 32
6.3.1 Port Jurisdiction and Control Over Land Uses. ................................. 32
6.3.2 No Challenges. .................................................................................32
6.4 Port and City/Agency Agreements Regarding South Campus Development.... 33
6.4.1 Master Plan Amendment. ................................................................. 33
106111-000014 1744ll11.01
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TABLE OF CONTENTS
( continued)
6.4.2 Master Plan Amendment. ................................................................. 33
6.4.3 RFP Process and Project ApprovaL .................................................. 33
6.5 Covered Areas.. ..... .......... ....... ...... .... ...... .......... ........ .... ......... ........ ...... 33
Section 7. ENVIRONMENTAL MANAGEMENT............................................... ...34
7.1 General Principles. ............. .......... ...... ..... .... ....... ..... ................. ......... 34
7.1.1 Cooperation.. .................. .... ............ ........... ............ ..... ..... .... ....... ...... 34
7.1.2 Development Objectives. .................................................................34
7.1.3 Risk-Based Standards. ...................................................................... 34
7.1.4 Environmental Objectives. ............................................................... 35
7.1.5 Shared Costs. ................................................................................. 35
7.1.6 Manifests. ........................................................................................35
7.1.7 Management. .................................................................................35
7.1.8 No Waiver. .......................................................................................35
7.2 Allocation of Environmental Costs: South Campus. ....................................... 35
7.2.1 General. ...........................................................................................35
7.2.2 Allocation. ... ................. ..... ............ .... .......... ........ ......... ...... ............. 36
7.2.3 Costs After Transfer. ....................................................................... 36
7.2.4 Costs Associated With Importation of Dredged Material. ................. 37
7.2.5 Costs Associated With Dredging. .................................................... 37
7.2.6 Costs Associated With Irrigation and Ponds. .................................... 37
7.2.7 Costs Associated With Grading. ..................................................... 37
7.2.8 Costs in Excess ofIndustrial Use Standards..................................... 38
7.2.9 Costs Associated With Underground Storage Tanks Costs. ..............38
7.2.10 Costs Associated With Demolition. ............................................... 38
7.2.11 Costs Associated with Groundwater Monitoring. ............................38
7.2.12 Costs Associated With Construction Dewatering. ........................... 39
7.2.13 Cost Limitation. ............................................................................. 39
7.2.14 Contamination Discovery Cutoff ................................................... 39
7.3 Management of Environmental Maners: South Campus................................. 39
7.3.1 Management Responsibilities and Activities................................... 39
7.4 Allocation of Environmental Costs and Management Responsibilities
for Other Identified Properties. ....................................................................... 46
7.4.1 Port Parcels and SDG&E Land North ofR Street. ............................ 46
7.4.2 Rados Parcel and City ParceL...................................................... 49
7.4.3 Costs Associated With Dredged Materia!. ........................................50
7.4.4 Costs Associated With Dredging. ..................................................... 50
7.4.5 Contamination Discovery Cutoff. ..................................................... 50
7.5 Other Terms and Conditions................................................................ 50
7.5.1 Cooperation... ................. ..... ....... ..... ........... ...... .... ........ ......... ...... ..... 50
7.5.2 Permitting. .... ........ ..... ......... ....... ..... .......... ..... ................ ........ .......... 52
7.5.3 Plans. ..... ........ ....... ............... .................. .................... ............ .......... 52
7.5.4 Industrial Use Standard. .................................................................. 53
7.6 lndemnity and Other Provisions. ..................................................................... 53
7.6.1 General. ... ..... ....... ................. .......... .......... .............. .... ..... ....... ......... 53
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TABLE OF CONTENTS
(continued)
7_6.2 Internal Costs_ ...--------____.._.____...____.......__.......__...______.....____....__.._______ 53
7_6.3 Consequential Damages. ......--.......--....------........---------....--____.__.........53
7.6.4 Penalties and Fines_ --......__...____.....__.......................____......_____..______..__ 53
7.6.5 Other Funds_ -------------__....__.....__....________..__...._...____..__.__.....__..__......__ 54
Section 8. CLOSING ----------.............----......__...............___...........__.____.____.__.......__.........__.... 54
8_1 Closing; Closing Date. ....--...--...--.________...__..___......__.. .......__..__.__...__......__..__..... 54
Section 9. GENERAL PROVlSIONS _________..__.......__.......__....................__...______..____....__.__. 54
9.1 Claims and Fees....................................___..................__.__..__....__..................... 54
9.1.1 Indemnity Obligations. ......____..____.....____....____....__..._________...__.......__.... 54
9_1.2 Notice of Third Party Claims__..______......_....__________.__..__..____..___........... 55
9.2 Force Majeure. ......-------.----...._____................___................................................. 55
9.2.1 Notice. --....--......................_____.__.......____.__..____.........__....____..____..__...... 55
9.2.2 Efforts to Minimize. .......__.....___..____...__.....___________.__.._____..__............... 55
9.2.3 Option to Terminate. .__....__......_____.......___..__......._..__.....__..........____.... 55
9.3 Time of the Essence._____...........................__.......__..........__...__.__.....__...__............56
9.4 Independent Contractors. ......__....__...._....__.......__......_....__.........._______..____...__... 56
9.5 Dispute Resolution_ ...................____..........____________._____......._____....._______...........__ 56
9.5.1 Mediation. ---..--... ----.--.__.... ..__.... __. ... ..____....... ....____.. ..__.....________.......__ 56
9.5.2 Institution of Legal Action. .__.._..__.........._________..____....__.........__ 56
9.5.3 Arbitration of Specified Disputes. ....__........ ...................______........____.56
9_6 No Joint Venture. --..........__..................._________.......... _.....__........__.......__...__..... 57
9.7 Applicable Law. ........--..__......__......__......................__. ..__........__..__.......__........__ 57
9.8 Notices. -.--- -- -..... ........... ... .... .....____. ...... .... "'" ............_.__ _.__....... ...... .................57
9.9 Rules of Construction. ------.----.........................----.........---.--................____......__.58
9.10 Severability.... ........ --....--.... ....... ................__ ____. ..__....... .......... .........__.. ........__ 59
9.11 Entire Agreement, Waivers, Amendments. _____..._________........____.__................... 59
9.]2 Further Action. ...........----...-........__..........................._..___.....__.....____.____........__ 59
9.13 Exhibits. ....--....--........-------..____..............................____...............__...____........___ 59
9.14 Parties to Bear Their Own Costs. ......--...------...............--.--.----.....___________.......59
9.15 Captions. .-..................----......_....__......__.....................................____..____......__.60
9.16 Assumption of Responsibility_ _____..______............__..__________..__.........______........... 60
9.17 Successors and Assigns......__.......__...__..____..____._____......................................... 60
9.18 Third Parties. ..--......__._....................__....__...__.___.....................__........__.......... 60
106111-00(0)4 17WlI.Ol
IV
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RELOCATION AGREEMENT
TIDS RELOCATION AGREEMENT (hereinafter referred to as "Agreement") is
made and entered into effective this 13th day oOuly, 1999 ("Effective Date'), by and among the
CITY OF CHULA VISTA, a municipal corporation ("City"), REDEVELOPMENT AGENCY
OF THE CITY OF CHULA VISTA, a redevelopment agency formed pursuant to Health and
Safety Code SS 33000 el seq. ("Agency"), SAN DIEGO UNIFIED PORT DlSTRlCT, a Port
District formed pursuant to Harbors and Navigations Code App. 1, SS 1 et seq. (hereinafter
referred to as "Port") and ROHR, INC., operating as BFGoodrich Aerospace Aerostructures
Group, a Delaware corporation and wholly owned subsidiary of The BFGoodrich Company
(hereinafter referred to as "BFG'j. All references in this Agreement to "City/Agency" shall
refer collectively to City and Agency. City, Agency, Port and BFG are from time to time
hereinafter referred to individually as a "party" and collectively as the "parties."
The parties agree as follows:
Section 1. RECITALS
1.1 Existing BFG Campus. BFG, Port and Agency own certain real property at
the Chula Vista Bayfront (the "Bay/ront", as further defined in Section 2.8), in the City ofChula
Vista, California. BFG is the owner of a manufacturing facility on real property located at the
Bayfront, as depicted on the attached Exhibit A (the "Existing Campus, " as further defined in
Section 2.45).
1.2 Redevelopment and Eminent Domain. The Port wishes to realign BFG and
Port ownership interests at the Bayfront to improve opportunities for development of Port
tidelands consistent with the Port's tidelands trust. Realignment of the ownership interest of
BFG and the Port will result in acquisition of property uniquely situated to afford the Port
substantially greater Bayfront development opportunities. Accordingly, the Port has indicated its
intention, subject to compliance with all applicable California laws, to acquire the "BFG
Property" (as defined in Section 2.10) by power of eminent domain, since BFG has not
expressed any interest in the sale or other disposition of the BFG Property. By executing and
delivering this Agreement, the Port and BFG agree to avoid the necessity of eminent domain
proceedings, and to cause the realignment of the BFG Property and related properties, all as set
forth herein.
1.3 Purpose of Agreement and Related Agreements. The purpose of this
Agreement is to set forth the fundamental terms of the parties' contract concerning certain land
transfers, relocation of BFG's facilities to the "New Campus" (as depicted in the attached
Exhibit B and as defined in Section 2.71), creation of public thoroughfares, management of
106711.0000151n405_09
1
2-23
environmental issues. and development and use of the propeny comprising the New Campus and
the South Campus. The parties intend to enter into the following additional agreements
containing further detailed terms and conditions regarding these matters (the "Related
Agreements'):
(a) Port-BFG Land Transfer Agreement;
(b) Agency-BFG Land Transfer Agreement;
(c) Development Agreement;
(d) Tidelands Use and Occupancy Permit; and
(e) Right of Entry Permit.
1.4 Reservation of Discretion. BFG acknowledges and agrees that,
notwithstanding the tenns and conditions of this Agreement, Port, City and Agency reserve their
discretion to approve or disapprove all future actions contemplated hereby which require by law
the exercise of discretion and which Port, City and Agency cannot lawfully be committed to by
contract (collectively, "Discretionary Actions''). Such reservation of discretion shall apply to all
contemplated legislative and quasi-judicial actions including, without limitation, approval of land
use entitlements, CEQA compliance, the exercise of eminent domain, code enforcement and the
making of fIndings and detenninations required by law. In the event that Port, City or Agency
shall take or fail to take any Discretionary Action with respect to the subject matter of this
Agreement, any such action or inaction shall not constitute a breach of such party's obligations
under this Agreement.
Section 2. DEFINITIONS
In this Agreement, unless the context otherwise requires:
2.1 ''ADR Provider" shall have the meaning set forth in Section 9.5.1
2.2 "Affected Party" shall have the meaning set forth in Section 9 .2.1.
2.3 "Agency" means the Redevelopment Agency of the City of Chula Vista, a
political subdivision in the State of California exercising governmental functions and powers and
organized and existing under the Community Redevelopment Law of the State of California
(Health and Safety Code Sections 33000, et seq.).
2~4 "Agency-BFG Land Transfer Agreement" means the Land Transfer
Agreement between Agency and BFG described in Section 32.
2.5 "Agency Fund" shall have the meaning set forth in Section 3.6.1.
1CS711,000015172A05.09
2
2-24
2.6 "Agency Parcel" means the real property Agency owns on Bay Boulevard
south of Lagoon Drive, comprising approximately 3.65 acres, as shown on the Site Map attached
as Exhibit C.
2.7 "Agreement" means this Relocation Agreement.
2.8 "Bayfront" means the property located in the City of Chula Vista, California
bounded by F Street and Lagoon Drive to the north, Interstate 5 to the east, J Street and Marina
Parkway to the south, and the San Diego Bay to the west.
2.9 "BFG" means Rohr, Inc., operating as BFGoodrich. Aerospace
Aerostructures Group, a Delaware corporation and wholly owned subsidiary of The BFGoodrich
Company.
2.10 "BFG Property" means the real property owned in fee by BFG located
south of the northerly boundary of the proposed H Street Extension comprising approximately
37.58 acres and as more particularly shown on the Site Map attached as Exhibit C.
2.11 "BFG Relocation" means the relocation and consolidation of BFG's
facilities and operations from the South Campus to the New Campus as described in Sections 4
and 5.
2.12 "BFG Subleases" shall have the meaning set forth in Section 3.7.1.
2.13 "CEQA" means the California Environmental Quality Act, Public
Resources Code ~ ~ 21000 et seq. and the Guidelines promulgated thereunder.
2.14 "CHGC" shall have the meaning set forth in Section 3.7.1.
2.15 "City" means the City of Chula Vista, a municipal corporation having
charter powers.
2.16 "City/Agency" shall have the meamng set forth in the introductory
paragraph of this Agreement.
2.17 "Claims and Fees" shall have the meaning set forth in Section 9.1.1.
2.18 "Oosing" shall have the meaning set forth in Section 8.1.
2.19 "Oosing Date" shall have the meaning set forth in Section 8.1.
2.20 "Combined Campus Available Revenues" shall have the meaning set forth
in Section 5.4.4.
2.21 "Combined Campus Base Revenues" shall have the meaning set forth in
Section 5.4.4.
2.22 "Costs" shall have the meaning set forth in Section 7.2.1.
1067T1 ??oo15172405 09
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2-25
2.23 "Covered Areas" shall have the meaning set forth in Section 6.5.
2.24 "Deferred Obligation" shall have the meaning set forth in Secti 5.4.6.
2.25
"Demolition" shall have the meaning set forth in Section 7.2. I 0 I
"Development Agreement" shall have the meaning set forth in S~tion 6.1.
"Development Agreement Effective Date" shall have the meani~g set forth
I
I
i
Chapter 4, ride 2.5,
!
2.26
2.27
in Section 6.1. I.
2.28 "Development Agreement Statute" means Title 7,
~~ 65864 through 65869.5 of the Government Code.
2.30
"Development Plan" shall have the meaning set i forth in
I
I
I
,
"Disapproved Exception" shall have the meaning set forth in Se~tion 3.1.6.
I
"Discretionmy Actions" shall have the meaning set forth in sec10n 1.4.
"Dispute" shall have the meaning set forth in Section 9.5.1. !
2.29
Section 7.3.1 (g)(I Xi).
2.31
2.32
2.33 "Easement Area" shall have the meaning set forth in Section 6.~.I(b).
2.34 "Effective Date" means the effective date of this Agreement asl'set forth in
the introductory paragraph hereof
,
2.35 "Entry Statement" shall have the meaning set forth in Section 6.f.I(b).
2.36 "Environmental Conditions" means the presence of Hazardous $ubstances.
I
2.37 "Environmental Oaims" means any lawsuits or claims or requ rements of
government agencies (including, without limitation, all cost recovery actions, suits, p oceedings,
administrative orders, causes of action, judgments, injunctions, settlements, fines 0 penalties)
made by any person or entity resulting from, concerning, or arising out of or in con ction with
Environmental Conditions, Environmental Releases or Environmental Remediation Activities.
Provided, however, that Environmental Claims shall not include fines or penalties im osed upon
a specific party by a government agency based on unreasonable actions by that party. I
2.38 "Environmental Costs" means the Costs resulting from, con~rning, or
arising out of or in connection with Environmental Conditions, Environmenta Releases,
Environmental Remediation Activities, and Environmental Claims; provided ho ever that
Environmental Costs shall specifically not include consequential, or punitive damages
I
2.39 "Environmental Laws" means any federal, state or local I w, statute,
regulation, rule, ordinance, permit, prohibition, restriction, requirement, agreement, consent or
approval, or any determination, directive, judgment, decree or order of any executive,
administrative or judicial authority at any federal, state or local level (whether now existing or
'0571 , ,000015 17:2405:00
4
2-26
subsequently adopted or promulgated) relating to (a) environmental and/or toxic co tamination
or pollution or (b) the protection of the environment, natural resources or public heal h or safety
from hazardous substances, materials, wastes, pollutants or contaminants.
2.40 "Environmental Matters" means all matters concerning, or arisi g out of or
in connection with Environmental Conditions, Environmental Claims, Environm tal Costs,
Environmental Releases and/or Environmental Remediation Activities.
2.41 "Environmental Release" means any spilling, leaking, pumpi ,pounng,
emitting, emptying, discharging, inj ecting, escaping, leaching, dumping, or disposi g into the
environment of any Hazardous Substance, including the abandonment or discarding of barrels,
containers, and other receptacles containing any Hazardous Substance.
2.42 "Environmental Remediation Activities" means the in estigation,
administration, compliance, mitigation, remediation, cleanup or related actions re lting from,
concerning, or arising out of or in connection with Environmental Conditions, En ironmental
Claims or Environmental Releases.
2.43
Section 3. 1.1 (b).
"Excluded BFG Property" means the property de cribed In
2.44 "Existing Approvals" means all Project Approvals applicable to the real
property comprising the New Campus as of the Development Agreement Effective D e.
2.45 "Existing Campus" means that certain real property owned 0 leased by
BFG described in Exhibit A. including the property leased from the Port, S G&E, and
SD&AERC, located at the Bayfront on which BFG currently operates a manufacturin facility.
2.46 "Existing Rules, Regulations and Official Policies" shall have e meaning
set forth in Section 6.1.1.
2.47 "Fiscal Year" shall have the meaning set forth in Section 5.4.2.
2.48 "Force Majeure" shall have the meaning set forth in Section 9.2.
2.49 "Foster" shall have the meaning set forth in Section 3.7.1.
2.50 "Funding Request" shall have the meaning set forth in Section 3 6.2.
2.51 "General Plan" means the City ofChula Vista General Plan.
2.52 "H Street Boyle Study" shall have the meaning set forth in Secti n 4.2.
2.53 "H Street Extension" means the H Street Extension d scribed in
Section 4.2 and shall include substantially all of the project elements (indudi g without
limitation, utility lines and infrastructure) as depicted by the H Street Boyle Study.
'06711.0C(X)15172405,C9
5
2-27
2.54 "Hazardous Substance" means any material, waste, chemical, compound,
substance, mixture, or byproduct that is identified, defined, designated, listed, stricted or
otherwise regulated under Environmental Laws as a "hazardous constituent," "hazardous
substance," "hazardous waste constituent," "infectious waste," "medical waste," "b ohazardous
waste," "extremely hazardous waste," "pollutant," "toxic pollutant," "chemical onstituent,"
"solid waste," or "contaminant," or any other formulation intended to classify su stances by
reason of properties that are deleterious to the environment, natural resources or pub ic health or
safety including without limitation, ignitability, infectiousness, corrosiveness, r dioactivity,
carcinogenicity, toxicity, and reproductive toxicity. Without limiting the gene lity of the
foregoing, Hazardous Substances shall include any fonn of natural gas, as well as an petroleum
products or any fraction thereot; and any substance that, due to its characteristics 0 interaction
with one or more other materials, wastes, chemicals, compounds, Substances, ixtures, or
byproducts, damages or threatens to damage the environment, natural resources or p blic health
or safety, or is required by any law or public entity to be remediated, including emediation
which such law or public entity requires in order for real property to be put to any lawful
purpose.
2.55 "Industrial Impacts" shall have the meaning set forth in Section 6.1.5.
2.56 "Industrial Use StandJIrd" shall have the meaning s forth In
Section 7.5.4.
2.57 "Injured Party" shall have the meaning set forth in Section 9.2,
2.58 "Installment" shall have the meaning set forth in Section 5.4.1.
2.59 "Installment Amount Due" shall have the meaning s forth in
Section 5.4.4.
2.60 "Installment Payment Date" shall have the meaning s t forth in
Section 5.4.1.
2.61 "Interim Use Period" shall have the meaning set forth in Sectio 6.2.1 (a)
2.62 "Land Transfer Agreements" means the Agency-BFG La d Transfer
Agreement and the Port-BFG Land Transfer Agreement described in Section 3.
2.63 "Long TennLease" means the lease described in Section 3.1.2( )(i),
Section 4.3.
2.64 "Marina Parkway Boyle Study" shall have the meaning et forth in
Section 4.3.
2.65 "Marina Parkway Realignment" shall have the meaning et forth in
2.66 "Master Plan" shall mean the Master Plan of the Port District amended
from time to time.
106711,000015172405.0i
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2-28
2.67 "MTDB" means the Metropolitan Transit Development Board.
2.68 "MTDB Leases" means the Commercial Lease dated Septemb r 19. 1957.
between SD&AERC and Rohr Aircraft Corporation, and the Railroad Lease Agre ment dated
February 12, 1998, between SD&AERC and BFG.
2.69 "MTDB Parcel" means the real property described in Section 3. .4(a).
2.70 "MTDB Railway" shall have the meaning set forth in Section 3. A(b).
2.71 "New Campus" means the real property north of H Street on hich BFG
will consolidate and relocate its facilities (including the property to be acquired by B G pursuant
to this Agreement), as shown on Exhibit B, comprised initially of the property own d in fee by
BFG, the Rados Parcel, the Agency Parcel, the SDG&E Parcel, Port Parcell and P n Parcel 2.
The MTDB Parcel (or any of the other foregoing properties) shall be included in the efinition of
New Campus if it is transferred to BFG subsequent to Closing. In the event BFG el cts to close
without receiving title to (or a possessory interest in) one or more of the foregoing pr perties, the
New Campus shall not include such propenies unless title to (or a possessory inte st in) such
properties is subsequently acquired.
2.72 "New Campus Industrial Financing Assistance" shall have e meaning
set forth in Section 5.4.
2.73 "New Rules" shall have the meaning set forth in Section 6.1.3.
2.74 "Notifying Party" shall have the meaning set forth in Section 9. .2.
2.75 "Option Notice" shall have the meaning set forth in Section 6.2. (c)(3).
2.76 "Original Purchase Price" shall have the meaning s forth 10
Section 62.1(c)(I).
2.77 "Parties" shall have the meaning set forth in the introductory aragraph of
this Agreement.
2.78 "Permitted Uses" means all uses for which the Existing Campus is
currently used, including, without limitation, manufacturing and related operations C eluding all
activities associated with the research, development, manufacture, assembly, proces ing, testing,
servicing, repairing, storage and/or distribution of products and component parts and I activities
incidental thereto), accessory uses and buildings (including off-street parking nd loading
facilities, administrative, executive and financial offices and incidental servic s, such as
restaurants to serve employees) and all other uses of the same general character as t e foregoing
in each case that are consistent and in compliance with the Rules, Regulations nd Official
Policies applicable to the Existing Campus as of the Closing Date; provided, h wever, that
nothing herein shall be construed to permit any uses which are inconsistent with blic health
and safety.
106711.000015172405.09
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2.79 "Port" means the San Diego Unified POIt District formed pur uant to the
San Diego Unified Port District Act, Harbors and Navigation Code App. I, SS I el se ,
2.80 "Port-BFG Land Transfer Agreement" means the Lan Transfer
Agreement between Port and BFG described in Section 3.
2.81 "Port Loan" shall have the meaning set forth in Section 5.4.4.
2.82 "Port Parcel 1," "Port Parcel 2, " and "Port Parcels" means th parcels of
real property to be transferred by POIt to BFG described in Section 3.I.Z.
2.83 "Port Property Agreements" means (a) the Lease between t City and
Rohr Aircraft Corporation dated March 20, 1959; (b) the Tidelands Use and Occup ncy Permit
dated April 15, 1997, between Port and BFG; and (c) the Tidelands Use and Occup cy Permit
dated Apri125, 1997, between POIt and BFG.
2.84 "Project Approvals" means all General Plan and Specific Plan d signations,
policies and procedures, zoning, owner participation agreements, design review, p el maps,
tentative and final subdivision maps, environmental approvals (including CEQA ap ovals), lot
line adjustments, building permits, grading permits, preliminary and final develop ent plans,
certificates of occupancy and all other land use, environmental and building approv s, permits
and entitlements applicable to the property comprising the New Campus.
2.85 "Rados Option" shall have the meaning set forth in Section 6.2.1 c),
2.86 "Rados Option Purchase Price" shall have the meaning s t forth In
Section 6.2.I(c}(1).
2.87
Section 6.2. I (c}(2).
2.88
Section 3.Z.2(a).
"Rados Option Term" shall have the meaning set forth In
"Rados Parcel" means the parcel of real property d cribed in
2.89 "Receiving Party" shall have the meaning set forth in Section 7. ,5,
2.90 "RelatedAgreements" means the agreements described in Sectio 1.3.
2.91 "Relocation Period" shall have the meaning set forth in Section .].
2.92 "Relocation Schedule" means the schedule for relocation of BFG's
facilities described in Section 4,4,
2.93 "REP" shall have the meaning set forth in Section 4.] .
2.94 "RFP" shall have the meaning set forth in Section 6.4.3,
2.95 "Responding Party" shall have the meaning set forth in Section . I. 2.
'08711.??oo15172405 09
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2.96 "Rules, Regulations and Official Policies" means the rules, egulations.
ordinances, laws, general or specific plans, zoning, performance standards and oill ial policies
governing development, design, density and intensity of use, permitted u es, growth
management, environmental review, construction and building standards (with the xception of
the Uniform Building Code and similar uniform safety regulations, which may chan e from time
to time) and design criteria relating to development or use of real property.
2.97 "SD&AERC" means the San Diego & Arizona Eastern Railway ompany.
2.98 "SDG&E" means the San Diego Gas & Electric Company
2.99 "SDG&E Lease" shall have the meaning set forth in Section 3.7 2.
2.100 "SDG&E Land" means the land that is the subject of the SD &E Lease
between BFG and SDG&E covering the SDG&E Parcel and property owned by S G&E south
of the New Campus as shown on Exhibit A.
2.101 "SDG&E Unes" shall have the meaning set forth in Section 3. .3(b).
2.102 "SDG&E Parcel" means the parcel of real property d scribed In
Section 3. I .3(a).
2.103 "Sensitive Receptors" shall have the meaning set forth in Secti n 6.] .5.
2.104 "SLC" means the California State Lands Commission.
2.105 "Site Map" means the site map shown on Exhibit C.
2.106 "South Campus" means the portion of the Existing Camp located on
property south ofthe northerly boundary ofthe proposed H Street Extension, includi g the South
Campus Leased Property, as shown on Exhibit A.
2.107 "South Campus Environmental Claims" shall have the mean ng set forth
in Section 7.2.1.
2.108 "South Campus Environmental Conditions" shall have the eaning set
forth in Section 7.2.1.
2.109 "South Campus Environmental Costs" shall have the meanin set forth in
Section 7.2.1.
2.110 "South Campus Environmental Releases" shall have the eaning set
forth in Section 7.2.1.
2.111 "South Campus EfrVironmental Remediation Activities" sh II have the
meaning set forth in Section 7.2. ] .
2.112 "South Campus Leased Property" shall have the meaning et forth in
Section 4.6.
106711.000015172405.09
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I
2.113 "Specific Plan" meant the Bayfront Specific Plan of e City of
Chula Vista.
2.114 "Structures" shall have t e meaning set forth in Section 7.2.]0
I
2.115 "Subsequent Approvals"lshall have the meaning set forth in Se tion 6.1.2.
2.116 "Title Notice" shall have fhe meaning set forth in Section 3.1.6.
2.117 "Transfer Activities" sh4l have the meaning set forth in Sectio 3.6.1.
2.118 "Transfer Approval" shafl have the meaning set forth in Sectio 3.1.5.
2.119 "Transfer Notice" shall ~ve the meaning set forth in Section 3.1.4(c).
I
2.120 "Transfer Payments" s~1l have the meaning set forth in Secti n 5.1.
2.121 "Transfer ProPerties', means the properties to be tr sf erred m
accordance with Section 3.
2.122 "TUOP" sball have the 1eaning set forth in Section 4.1.
2.123 "Underground Stora of Hazardous Substances" sha! have the
meaning set forth in Section 7.2.9.
2.125
2.124 "Underground Storag Tanks" shall have the meamng et forth m
"Underground Tank 19U1atiOnS" shall have the meaning set forth in
Section 7.2.9.
Section 7.2.9.
Section 3. LAND TRANSFER AGREEMEN S
The parties shall enter into "La d Transfer Agreements" concerning the transfer
of certain real property described in this Sect' n 3 ("Tran..ifer Properties") all up n the terms
and conditions described in this Section 3.
3.1 Land Transfer Agreeme Between Port and BFG. Port an BFG shall
enter into the "Port-BFG Land Transfer A eement" containing the terms an conditions
described in this Section 3 and such other erms as may be necessary or cust rnary for a
transaction of this nature.
10l571UJOIX),\5172405,09
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I
3.1.1 South Campus T nsfers.
(a) Property to be ransferred to the Port. BFG shall I transfer to
the Port the BFG Property including II buildings and improvements locat d thereon,
except for the Excluded BFG Property ( efined below).
(b) Excluded BFG Property. Prior
Relocation Period, BFG shall remov from the BFG Property person property,
furnishings, fixtures, machinery, equip ent, inventory, tools and the like (the "Excluded
BFG Property") and such property s II not be transferred by BFG to the ort. BFG
shall repair any damage to structural e ements of buildings (walls, ceiling, oundations
and utility services) on the South Camp s C3lIsed by removal of trade fixtur s, provided
that such buildings are not intended b the Port to be demolished within 120 days of
BFG's relocation from the building.
3.1.2 Port Parcels.
(a) Property to be ransferred to BFG. The Port shall transfer to
BFG the following real property ("Pon arcels"):
(i) Port Par I. The Port shall transfer to BFG portion of
the real property currently ground leas d by BFG from the Port under the ease dated
March 20, 1959, between the City an Rohr Aircraft Corporation (the" ong Term
Lease''), comprising approximately 9.9 acres, located north of the H Stre Extension
and east of Marina Parkway, as show on Exhibit C ("Pon Parcell''). P rt Parcell
includes buildings, improvements, fixt res and personal property, which e currently
owned, and will continue to be owned, BFG.
(ii) Port Pare I 2. The Port shall transfer to B G the real
property, comprising approximately 5 0 acres, located west of Port Pare II, in the
triangular area from the easterly edge 0 the existing Marina Parkway right-o way, north
of the H Street Extension, and continui west to include portions of the exis ing Marina
Parkway and G Street rights-of-way an the Port-owned parcels west, south d north of
such rights-of-way, as shown on Exhibi C ("Pon Parcel 2''). Port Parcel 2 s all include
any buildings and improvements 10 ated thereon, including one (1) g oundwater
monitoring well and related equipment.
(iii) Se arate
steps necessary to create and convey t
according to applicable law.
eels. The Port shall, at no cost to B G, take all
BFG the Port Parcels as separate I gal parcels
3.1.3 SDG&E Property
(a) Property to be ransferred to BFG. The Port shal convey to
BFG the land located within the New ampus comprising approximately 7. 1 acres as
shown on Exhibit C (the "SDG&E R cel''). The SDG&E Parcel is part of a larger
parcel of property recently acquired by t e Port from SDG&E. The Port shal at no cost
106711.00c0151724{]5.0e
I
-33
to BFG, take all steps necessary to cr te and convey to BFG the SDG&E Parcel as a
separate legal parcel according to appli ble law.
(b) Condition of S G&E Parcel. The Port and BFG
that the SDG&E Parcel currently conta ns above-ground electrical transmissi n lines and
towers, related equipment, an undergr und natural gas line and an undergr und hot oil
line (collectively, the "SDG&E Lines' . BFG acknowledges that the conv yance shall
not include the SDG&E Lines. The S G&E Parcel shall be conveyed to BF subject to
an existing easement for continued use f the portions of the SDG&E Parcel n which the
SDG&E Lines are currently located more fully set forth in that cert' Quitclaim
Deed, Easement Reservation and Cov nant Agreement between SDG&E d the Port
previously delivered to BFG and record d in the Official Records of San Die County.
3.1.4 MTDB Property.
(a) Property to be ransferred to BFG. The Port shall use its best
efforts to acquire and convey to BFG, 0 cause to be conveyed to BFG, the I d currently
owned by SD&AERC between H Str and Lagoon Drive, as shown on E 'bit C (the
"MTDB Parcel') City/Agency shall reasonably cooperate with Port's B Parcel
acquisition efforts:
(b) Condition of M B Parcel The parties acknowle ge that the
MTDB Parcel currently contains an ac 've rail line and related equipment ( ollectively,
the "MTDB Railway"), and the MTDB Railway must be legally vacated an abandoned
by MTDB and all users of the MTDB '[way prior to transfer to BFG. T e Port shall
use its best efforts to cause the vacati n and abandonment of the MTDB i1way by
MTDB and all users of the MTDB ilway. City/Agency shall reasonabl cooperate
with Port's MTDB Railway vacation an abandonment efforts.
(c) TD B Property. Promptly after P rt acquires
or secures the right to acquire the MT B Parcel, Port shall provide BFG witten notice
(the "Transfer Notice') evidencing B G's opportunity to acquire the M B Parcel
from, or through, Port. The parties a knowledge that the sum of $212,57 (equal to
$2.00 per square foot for the 2.44 acre/106,286.4 square foot parcel), has be prepaid by
BFG for the MTDB Parcel as a good aith estimate of its "fair market val ." Within
thirty (30) days after delivery of the Tr sfer Notice, BFG or Port may elec by written
notice to the other to seek an adjustme t (up or down) of the $212,573 pre ayment for
the MTDB Parcel, based upon the "fair arket value" of the MTDB Parcel in its then "as
is" condition at the time of delivery oft e Transfer Notice. Promptly thereaft ,Port and
BFG shall negotiate in good faith for a period of thirty (30) days to attempt 0 mutually
agree upon the "fair market value" ofth MTDB Parcel. Ifthe parties are una Ie to agree
upon a determination of "fair market lue," then prior to the expiration 0 the 3D-day
negotiation period, Port and BFG sh I mutually appoint one (1) MAl praiser to
detennine the "fair market value" of th MTDB Parcel which shall be bind in upon both
parties. Upon detennination of the "fai market value" of the MTDB Parcel ($212,573,
or otherwise), or promptly thereafter, BFG shall acquire the MTDB Par el from or
through Port, and an appropriate cash djustment shall be made in the eve t the "fair
106711.00DO'l517240S09
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I
market value" of the MTDB Parcel is etermined to be greater, or less tha , $212,573
based upon the foregoing criteria. If e Port is unable to acquire the M DB Parcel
within two years after the Closing Date, or upon prior request by BFG, the pr payment of
$212,573 shall be repaid by the Port to FG within 30 days.
3.1.5 Approval of L d Transfer by State Lands Com ission. The
parties acknowledge that completion 0 the land transfers between Port an BFG will
require certain approvals by the SLC fi the Port Parcels to be conveyed to FG free of
the public trust (collectively, the UTi IIsfer Approval'). Such determi tions may
include appropriate fmdings by the S that the Port Parcels are no longe useful for
trust purposes. The parties shall use th ir best efforts to finalize and execute the Related
Agreements as rapidly as possible and ort shall use its best efforts to expedi iously seek
the Transfer Approval.
3.1.6 Title Exceptions. Each transferee party shall review t e status of
title with respect to the Transfer Prope ies which such transferee party will eceive, for
purposes of determining whether the e are any title exceptions encum ering such
Transfer Properties which the transfer party reasonably elects to have rem d. On or
before September 8, 1999, each transfi ee party shaU provide written notice (the "Title
Notice") to the other parties to this A reement describing each exception hich such
transferee reasonably elects to have r moved from its respective Transfe Properties
(each, a "Disapproved ExCeptiOIl 'J. h party to this Agreement shall, prio to Closing:
(i) remove from any Transfer Property ( hether owned, or not owned, by suc party) any
Disapproved Exception pursuant to hich such party is a beneficiary, nd (ii) use
commercially reasonable efforts to re ve from any then-owned Transfer operty any
Disapproved Exceptions that benefit thi d parties.
3.2 Land Transfer Agreemen Between Agency and BFG. The gency and
BFG shaU enter into a Land Transfer Agreem nt ("Agency-BFG Land Transfer A reement")
upon the terms and conditions described in this Section and such other terms as may be
necessary or customary for a transaction of this ature.
3.2.1 Agency Parcel.
(a) Property to be ransferred to BFG. The Agency s aU transfer
to BFG the "Agency Parcel."
(b) Condition of Ag ncy Parcel. The Agency Parcel shal
and graded by the Agency without co to BFG. Unless the parties othe
grading shall be to the contours reasona Iy required by BFG.
(c) Purchase Price: The purchase price to be paid by BF
for the Agency Parcel is $1,271,952. he purchase price shaU be paid to
the funds deposited by the Port into Esc ow for BFG's account pursuant to S
3.2.2 Rados Parcel.
106711.000015172405.09
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-35
be cleared
se agree,
(a) Property to be ransferred to BFG. The Agency shall arrange
for the transfer to BFG of the land I' ently owned by Rados Bros. and located at the
comer of Bay Boulevard and Lagoon Drive, comprising approximately 302 acres, as
shown on Exhibit C (the "Rados Parce ').
(b) Condition of dos Parcel. The Rados Parcel shall be cleared
and graded by the Agency, without cos to BFG. Unless BFG and the AgenCy otherwise
agree, grading shall be to the contours r asonably required by BFG.
(c) Acquisition of dos Parcel. BFG and the Agency acknowledge
that the Rados Parcel is currently priva ely owned. If a voluntary acquisition cannot be
arranged between the Agency and the er of the Rados Parcel allowing th~ transfer of
the Rados Parcel to BFG on the Clo ing Date, then the Agency shall agendize for
consideration by the Agency Board a esolution of Necessity which, if adopted by the
Agency Board, would authorize the ac uisition of the Rados Parcel by eminent domain.
BFG acknowledges and agrees that by tering into this Agreement, the Agency has not
precommitted itself to commencement feminent domain proceedings with respect to the
Rados Parcel and the Agency reserve the right, in its sole discretion to approve or
disapprove a Resolution of Necessity 'th respect thereto. In the event that Agency is
not able to acquire the Rados Parcel v untarily, and either elects not to pursue eminent
domain or is unsuccessful in its pursuit and as a result is unable to deliver an Order of
Possession for the Rados Parcel as of t e Closing, BFG shall have the option, in its sole
discretion, of electing either to (i) term nate this Agreement, or (ii) receive One Million
Fifty- Two Thousand Four Hundred an Nine Dollars ($1,052,409) in lieu of acquisition
of the Rados Parcel. If, as of the Closi g Date, BFG elects to receive $1,052,409 in lieu
of the Rados Parcel, and the Agency as withdrawn all or part of this amount out of
Escrow pursuant to Section 3.6.2, Ag ncy shall pay the amount of such withdrawal
directly to BFG within 10 days of rec ipt of notification of BFG' s election, and BFG
shall withdraw the balance (if any) up the amount of $1,052,409 out of Esorow. In no
event shall Agency's disapproval of a esolution of Necessity with respect to the Rados
Parcel constitute an Agency breach of it obligations hereunder. In the event that Agency
approves a Resolution of Necessity wit respect to the Rados ParceL Agency agrees to
file a condemnation action within twen (20) days of such approval and exercise best
efforts to expeditiously obtain an Order fPossession with respect thereto.
(d) Purchase Price. he purchase price to be paid by BFG to Agency
for the Rados Parcel shall be the amou t paid by Agency to the private OWDer thereof,
whether detennined through a volunta agreement, by settlement, or through a court
proceeding, provided, however, in no e ent shall said purchase price exceed the amount
paid to the City/Agency pursuant to S tion 3.6.1 for all Transfer Activities minus the
amount paid to the Agency for the ency Parcel pursuant to Section 3.2.1(1'). The
purchase price shall be paid to Agency m the funds deposited by the Port into Escrow
for BFG's account pursuant to Section 3 6.1.
3.3 Transfer and Acceptance 0 Property "As-Is."
3.3.1 Property Transfe cd to Port.
108711.00c015172405.oe
14
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(a) AcknowledgmeD of "As-Is" TraDsfer. Port acknowledges and
agrees that the BFG Property is to be ooveyed to and accepted by Port in an "as-is"
condition, with all fauhs, and that, ept as to those representations and warranties
expressly set forth in the Port-BFG d Transfer Agreement, neither BFG, City or
Agency, nor any of their agents or empl yees has made any representations or warranties
of any kind in connection with any matt related to the condition, value, fitness or use of
the BFG Property.
(b) Release. Port ereby waives. releases, acquits, and forever
discharges BFG, to the maximum ext nt permitted by law, of and from any claims,
actions, causes of action, demands, ri s, liabilities, damages, losses, costs, expenses or
compensation whatsoever, direct or indO ect, known or unknown, foreseen or unforeseen,
that now exist or that may arise in the ture on account of or in any way growing out of
or connected with the ownership, use r occupancy of the BFG Property or the South
Campus Leased Property prior to the losing Date, including, without limitation, the
physical and environmental condition including, without limitation an Environmental
Condition) of the property and any ructures or improvements located thereon. In
connection with the foregoing release, It acknowledges and expressly waives any of its
rights under California Civil Code secti n 1542, which provides as follows:
"A general release doe not extend to claims which the
creditor does not know 0 suspect to exist in his favor at the
time of executing the rei e, which if known by him must
have materially affected . s settlement with the debtor."
Notwithstanding the foregoing, the a knowledgment and release set forth in these
Sections 3.3. I (a) and (b) are not inten ed to, and shall not, release or discharge any
duties, obligations, liabilities, represent tions or warramies ofBFG that are expressly set
forth in this Agreement or the Port-B Land Transfer Agreement, including, but not
limited to, the provisions of Section 7 h reof
3.3.2 Property Transfe
(a> Acknowledgmen of "As-Is" Transfer. BFG acknowledges and
agrees that the Port Parcels and the S E, MTDB, Agency and Rados Parcels are to be
conveyed to and accepted by BFG in an "as-is" condition, with all faults, and that, except
as to those representations and warr ties expressly set forth in the Port-BFG Land
Transfer Agreement and the Agency-B G Land Transfer Agreement, neither Port, City
or Agency, nor any of their agents r employees has made any representations or
warranties of any kind in connection . th any matter related to the condition, value,
fitness or use of any of such properties.
(b) Release.
(i) Port. BF hereby waives, releases, acquits, and forever
discharges Port to the maximum exte t permitted by law, of and from any claims,
actions, causes of action, demands, rig , liabilities, damages, losses, costs, expenses or
10S71UDlD15112405.09
5
2-37
compensation whatsoever, direct or indo ect, known or unknown, foreseen or unforeseen,
that now exist or that may arise in the ture on account of or in any way growing out of
or connected with the ownership, use 0 occupancy of the Port Parcels and the SDG&E
and MTDB Parcels prior to the date the property in question is conveyed to BFG
including, without limitation, the ph sica! and environmental condition (including,
without limitation an Environmental ondition) of the property and any structures or
improvements located thereon. In connection with the foregoing release, BFG
acknowledges and expressly waives y of its rights under California Civil Code
section 1542, which provides as follows
"A general release doe not extend to claims which the
creditor does not know 0 suspect to exist in his favor at the
time of executing the rei ase, which if known by him must
have materially affected is settlement with the debtor."
Notwithstanding the foregoing, the knowledgment and release set forth in these
Sections 3.3.2(a) and 3.3.2(b)(i) are no intended to, and shall not, release or discharge
any duties, obligations, liabilities, repre entations or warranties of Port that are expressly
set forth in this Agreement or the Port- FG Land Transfer Agreement, including, but not
limited to, the provisions of Section 7 h reaf
(ii) Cit ! A en . BFG hereby waives, releases, acquits, and
forever discharges City! Agency to the aximum extent permitted by law, of and from
any claims, actions, causes of action, d mands, rights, liabilities, damages, losses, costs,
expenses or compensation whatsoever, irect or indirect, known or unknown, foreseen or
unforeseen, that now exist or that may arise in the future on account of or in any way
growing out of or connected with the wnership, use or occupancy of the Agency and
Rados Parcels and the vacated portion 0 Marina Parkway (and H Street to the extent any
vacated portion thereof is acquired by FG) prior to the date the property in question is
conveyed to BFG including, without Ii itation, the physical and environmental condition
(including, without limitation an Envi onmental Condition) of the property and any
structures or improvements located the eon. In connection with the foregoing release,
BFG acknowledges and expressly wai s any of its rights under California Civil Code
section 1542, which provides as follows
"A general release does not extend to claims which the
creditor does not know 0 suspect to exist in his favor at the
time of executing the rei ase, which if known by him must
have materially affected is settlement with the debtor."
Notwithstanding the foregoing, the a knowledgment and release set forth in these
Sections 3.3.2(a) and 3.3.2(b)(ii) are no intended to, and shall not, release or discharge
any duties, obligations, liabilities, repre ntations or warranties of City! Agency that are
expressly set forth in this Agreement, r the Agency-BFG Land Transfer Agreement,
including but not limited to, the provisio s of Section 7 hereof
106711.0000151T.2405.0g
6
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3.4 Indemnities After Closing ate.
3.4.1 Port Indemnity. Port shall release, discharge, indemnify, defend
and hold harmless BFG from all claims, liabilities, losses, costs, and expenses (including,
without limitation, Environmental C sts resulting from an Environmental Release
occurring after the Closing Date) result ng from the Port's ownership, use or occupancy
of the BFG Property and the South C pus Leased Property on and after the Closing
Date. Provided, however that, with respect to South Campus property that BFG
continues to occupy after the Closing ate (pursuant to a Tidelands Use and Occupancy
Permit andlor a Right of Entry Permit) during the Relocation Period, BFG shall release,
discharge, indemnify, defend and hold armless Port from all claims, liabilities, losses,
costs, and expenses (including, withou limitation, Environmental Costs) resulting from
the acts or omissions ofBFG after the losing Date and during the term of any Tidelands
Use and Occupancy Permit and/or Righ of Entry Permit.
3.4.2 BFG Indemnity.
(a) Port. BFG shal release, discharge, indemnify, defend and hold
harmless Port from all claims, liabilitie , losses, costs, and expenses (including, without
limitation, Environmental Costs resulti from an Environmental Release occurring after
the Closing Date) resulting from BFG's ownership, use or occupancy of the Port Parcels,
the SDG&E Parcel and the MTDB Par el, on and after the date the property in question
is conveyed to BFG. Provided, how ver, that this release shall not include claims,
liabilities, losses, costs, and expense (including, without limitation, Environmental
Costs) resuhing from the acts or omissi ns of Port after the Closing Date, and Port shall
release, discharge, indemnify, defend a d hold harmless BFG from all claims, liabilities,
losses, costs, and expenses (including, ithout limitation, Environmental Costs) resulting
directly from such acts.
(b) Agency. BFG sh II release, discharge, indemnify, defend and hold
harmless Agency from all claims, lia ilities, losses, costs, and expenses (including,
without limitation, Environmental C sts resulting from an Environmental Release
occurring after the Closing Date) result ng from BFG's ownership, use or occupancy of
the Agency and Rados Parcels and the acated portion of Marina Parkway (and H Street,
to the extent any vacated portion there f is acquired by BFG) on and after the date the
property in question is conveyed to B ; provided, however, that this release shall not
include claims, liabilities, losses, cos , and expenses (including, without limitation,
Environmental Costs) resulting from t acts or omissions of Agency after the Closing
Date, and Agency shall release, disch ge, indemnify, defend and hold harmless BFG
from all claims, liabilities, losses, co s, and expenses (including, without limitation,
Environmental Costs) resulting directly om such acts. This release and indemnity shall
also include the City but only with resp ct to the vacated portion of Marina Parkway and
H Street to the extent any vacated portio ofH Street is acquired by BFG.
3.5 Environmental Matters. he responsibilities of the Port, City! Agency and
BFG for the performance, management and co s of Environmental Matters and activities arising
in connection with or concerning (a) th BFG Property shall be as set forth in
106711.000015172405_09
7
-39
Sections 7.1, 7.2, 7.3, 7.5 and 7.6; and (b) the Port Parcels and SDG&E, MTDB, Agency and
Rados Parcels shall be as set forth in Section .J, 7.4,7.5 and 76. To the extent of any conflict
between Sections 3. J through 3.4, on the 0 e hand, and Section 7, on the other hand, the
provisions of Section 7 shall control.
3.6 Port-Agency Agreement.
3.6.1 Appropriation. P 'or to or concurrent with Port's execution of this
Agreement, Port shall appropriate and deposit into the Escrow Three Million Dollars
($3,000,000.00) as the Port's sole contri uti on towards the following financial obligations
of the City andlor the Agency (collecti ely. the "Transfer Activities"): (i) acquisition of
the Rados Parcel. (ii) transfer of the A ency and Rados Parcels to BFG, (iii) delivery of
title policies and endorsements for the ency and Rados Parcels as reasonably requested
by BFG under the Agency-BFG T fer Agreement, (iv) preparation of Phase I and
Phase II environmental reports for the ency and Rados Parcels, and (v) clearing and
grading of the Agency and Rados Parcels and Environmental Costs related to
Environmental Remediation Activitie on the Agency and Rados Parcels required
pursuant to Sections 3.2.1(b), 3.2.2(b) d 7.4.2 hereof Port and City acknowledge that,
of the Three Million Dollars ($3,000,0 0.00) deposited hereunder, (a) One Million Two
Hundred Seventy One Thousand Nine undred and Fifty Two Dollars ($1,271,952.00) is
being deposited for the account of BF to be paid to Agency at Closing for the Agency
Parcel; (b) One Million Fifty Two Thousand Four Hundred and Nine Dollars
($1,052,409.00) is being deposited fo the account of BFG to be paid to Agency at
Closing for the Rados Parcel in the ev nt that. at Closing, Agency has assigned to BFG
an Order of Possession of the Rados P cel and rights to after-acquired title in the event
of condemnation; and (c) the balance 0 the Three Million Dollars ($3,000,000.00), (Six
Hundred Seventy Five Thousand Six Hundred Thirty Nine Dollars ($675,639.00)) is
being deposited for the account of Age y (to be segregated and maintained in a separate,
subescrow account denominated the "A ency Fund") to be applied toward the Agency's
costs of the Transfer Activities, includi g, without limitation, any costs of acquisition of
the Rados Parcel in excess of $1,052,4 9. The Agency's appraised value for the Rados
Parcel is $972,400; the Agency shall b basing any Agency offers to acquire the Rados
Parcel on such value. Notwithstanding any other provision of this Agreement, under no
circumstances shall BFG or the Port b required to pay Agency any amount other than
the amounts set forth in this Section 3. .1 for the Transfer Activities, and the Agency's
obligation to perform the Transfer A ivities shall exist and continue irrespective of
whether the amounts specified in this Section 3.6.1 are sufficient to fund all of the
Transfer Activities.
3.6.2 Funding. Prior t the Closing Date, Agency may seek from the
Agency Fund advances for out-of-poc et costs to be incurred by the City and/or the
Agency directly related to the Transfe Activities. As a condition to any advance, the
Agency shall submit to the Port and the scrow holder a written request for funds (each, a
"Funding Request'') setting forth the d te ofany out-of-pocket expense, the nature ofthe
expense, any invoices supporting the expense, and any other information reasonably
requested by the Port. All Funding quests shall be reasonably approved by the Port
within five (5) business days after recei t; provided that Agency may not submit Funding
106711,OO001511.2405.0i
8
2-40
Requests more frequently than four tim s per calendar month. Following Port's approval
of a Funding Request, the escrow hold r shall promptly deliver funds from the Agency
Fund to Agency in the amount of the pproved Funding Request. At the Closing, the
escrow holder shall deliver to the Ag ncy the balance of the funds remaining in the
Agency Fund.
3.6.3 Utilization .of F nds. Agency may utilize funds in the Agency
Fund for reasonable and necessary out- f-pocket expenses incurred directly in connection
with or arising out of the Transfer Acti . ties, including, without limitation, fees for third
party consultants and contractors; fund required for the acquisition or condemnation of
the Rados Parcel; and closing costs ide insurance, escrow fees and transfer taxes)
related to the transfer of the Agency an Rados Parcels to BFG. Agency may not utilize
the funds for internal expenses relat to the Transfer Activities including, without
limitation., general overhead; salaries r personnel expenses; fees paid to third party
consultants if the services of such thi party consultants could have been reasonably
provided by City or Agency; and pho ocopying, telephone and other office expenses.
Agency shall maintain reasonable r cords of out-of-pocket expenses incurred in
connection with the Transfer Activities. Any remaining funds in the Agency Fund at the
Closing shall be delivered to the Agenc and may be used in Agency's sole discretion for
any purpose whatsoever; provided, h ever, in the event that BFG elects to receive
$1,052,409 in lieu of the Rados Parce pursuant to Section 3.2.2(c), then Port shall be
reimbursed out of Escrow any remain. g funds in the Agency Fund after Agency has
used such funds as are necessary to pe ann its remaining Transfer Activities obligations
hereunder with respect to the Agency P cel.
3.6.4 Repayment Obi gation. In the event that the Closing does not
occur in accordance with this Agr ment, unless otherwise agreed by Port and
Cityl Agency any and all advances mad by Port to the Agency shall be deemed to be a
loan from the Port to the Agency, and hall bear interest at the rate of six percent (6%)
per annum, from the date of the advanc until paid in full. Any and all advances shall be
due and payable by the Agency to th Port within sixty (60) days after the scheduled
Closing Date. Agency shall promptly nter into a promissory note or other evidence of
such loan, upon the request of the Port in accordance with the terms and conditions set
forth above and upon other commerciall reasonable terms as requested by the Port.
3.7 Other Pre Closing Obligat ons and Actions.
3.7.1 BFG Subleases. 'or to the Closing Date, Port shall notify BFG in
writing of its decision whether to termi ate or leave in place the Sublease between BFG
and Community Health Group of Cal fornia ("CHGC") dated June 6, 1994, and the
Month-to-Month Sublease Agreement between BFG and Foster Properties ("Foster")
dated July 24, 1998 (collectively the 'BFG Subleases"). Any rent received by BFG
under the BFG Subleases after Janu I, 1999, shall be remitted to Port as of the
Closing, and thereafter within 30 days freceipt by BFG. If Port elects to terminate one
or both leases, BFG shall cooperate (at 0 cost to BFG) in effectuating such terminations,
including giving 30 or 60 days' notice t CHGC andlor Foster, as applicable.
l06711.000CM5172040S.C9
9
-41
3.7.2 BFG Grou.d Lase with SDG&E. There is an existing ground
lease between BFG and SDG&E Co ring the SDG&E Parcel and other property
fonnerly owned by SDG&E shown 0 Exhibit A (the "SDG&E Lease") to which the
Port is successor to SDG&E in owners p of the subject property. The Port shall forgive
all rent due under tbe SDG&E Lease fr m January I, 1999, through the date such lease is
terminated. The SDG&E Lease shall b terminated in accordance with Section 4.6 of this
Agreement.
3.7.3 BFG Lease Wit MTDD. There are exIsting lease agreements
between BFG and MTDB concerning portion of the MTDB Parcel and other property
owned by MTDB as shown on Exhibit (the "MTDB Leases"). The Port shaII assume
responsibility for all rent due to MTDB om BFG under the MTDB Leases applicable to
the South Campus from January I, 1999 through the Closing Date.
3.7.4 Vacation of Ma na Parkway. The transfer of Port Parcel 2 to
BFG will require the vacation of portio s of the public roads known as Marina Parkway
and G Street. Prior to Closing, the City shall, at its sole cost, process the vacation of the
current alignment of Marina Parkway orth of the proposed H Street Extension, vacate
G Street east of the new alignment of arina Parkway as shown on the Marina Parkway
Boyle Study, and convey the underlyin property to the Port, whereupon the Port, in the
exercise of its land use authority, shall eate separate legal parcels corresponding to Port
Parcel I and Port Parcel 2. The vacated sections of Marina Parkway and G Street shall be
closed, and traffic diverted onto Sandpi er Way and G Street; provided, however, that in
the event that, after Closing, the va ted section of Marina Parkway and G Street
continue to be used for through traffi , Port shall lease to BFG, at no cost to BFG,
equivalent property for use as parking ntil such time as the vacated sections of Marina
Parkway and G Street are closed to ough traffic. The exact size, configuration and
legal description of Port Parcell and ort Parcel 2 shall be determined in accordance
with the final realignment plans for Marina Parkway, which shall be finalized in
sufficient time to permit the convey ce to tbe Port as provided above. The final
configuration of Port Parcel 2 is subjec to BFG's reasonable approval, and shall in no
event be less than 3.3 net useable acres, nless a smaller parcel size is acceptable to BFG,
in its sole discretion. In addition, the P rt, at its sole cost, shall grant City an easement
for right-of-way over an area agreed to y Port and City as the likely final alignment of
Marina Parkway from north of Sand pip Way to G Street. The parties shall cooperate to
adjust the easement location to the exte t required by the ultimate final Marina Parkway
alignment.
3.7.5 Lot Line Adjust enb. Upon application by BFG, with the Port's
full cooperation, City shall process lot line adjustments/subdivisions necessary for the
extension of H Street, the realignme t of G Street and Marina Parkway, and the
conveyance of the Port Parcels and the G&E and MTDB Parcels to BFG.
3.7.6 Certificates of C mpliance. Upon BFG's request, City shall use
its best efforts expeditiously to proc ss certificates of compliance pursuant to the
California Subdivision Map Act contir 'ng tbat the Port Parcels, the SDG&E Parcel, and
1087'1.(IOO0151724OS.09
o
-42
the MTDB Parcel constitute separate I al parcels upon and after the transfers provided
for herein.
3.8 Other Provisions. The L nd Transfer Agreements shall contain such other
terms and conditions as are typically included in real property transfer agreements of a similar
nature, subject to the terms of this Agreement. The applicable parties shall negotiate these terms
in good faith; provided, however, that the matt rs of (a) the condition oftide; (b) the condition of
the property; (c) Environmental Matters; and ( ) the other matters specifically described in this
Agreement shall be incorporated into the d Transfer Agreements rn accordance with the
terms of this Agreement.
3.9 Form of Deeds. The Tran fer Properties shall be conveyed by standard title
company grant deeds, except for (i) the SDG E Parcel which shall be conveyed by quitclaim
deed, (ii) the Rados Parcel which may be conv yed by assignment of an Order of Possession and
rights to after-acquired title in the event of con emnation, and (iii) the MTDB Parcel which may,
or may not, be conveyed by a grant deed de ending upon the method of its acquisition. In
addition, the Rados Parcel and Agency P eel shall be transferred subject to the non-
discrimination covenants required by Calilfomi Health and Safety Code Section 33446.
Section 4.
BFG RELOCATION
It is the intention of the partie that the relocation and consolidation of BFG' s
facilities and operations from the South Campu to the New Campus (the "BFG Relocation'') be
conducted in an orderly manner, as ditecte by BFG in its sole discretion, subject to the
provisions of this Section 4. BFG shall be so ely responsible for the management of the BFG
Relocation.
4.1 Relocation Period. The eriod from January I, 1999 through January I,
2003, shall be referred to herern as the "Re oeation Period." As of the Closing Date and
throughout the balance of the Relocation Perio , BFG and the Port shall enter into (i) a Tidelands
Use and Occupancy Permit ("TUOP'') With re pect to Building 45 and any other portion of the
South Campus which is utilized exclusively r BFG's ongoing business purposes, and (ii) a
nonexclusive Right of Entry Permit ("REP'') ith respect to any portion of the South Campus
which BFG no longer actively utilizes for 0 going business purposes It is understood and
agreed that as BFG concludes busrness activit es on portions of the South Campus during the
Relocation Period, BFG will provide the Po with written notification of that fact, and the
subject property shall be removed from the UOP, at which time BFG shall surrender its
exclusive possessory rights to such portions f the South Campus in favor of nonexclusive
possessory rights under the REP. At such time as BFG no longer requires nonexclusive
possessory rights to portions of the South Ca pus under the REP, BFG shall provide the Port
with written notification of that fact, and th REP shall terminate only as to those unused
portions of the South Campus. Notwithstand ng the foregoing, any TUOP or REP for South
Campus property shall terminate no later than e end of the Relocation Period. Under the terms
and conditions of the TUOP, BFG shall be obli ated to pay one hundred fifty percent (150%) of
fair market rental value for any property 0 the South Campus which BFG continues to
exclusively occupy, actually or constructively, allowing the expiration ofthe Relocation Period.
Constructive occupancy shall mean any use r occupancy of a portion of the South Campus
106711,000015172405.0e
2 43
which has a material, adverse effect upon a larger area of the South Campus, such as the
occupancy of a single building which materiall , adversely impacts a viable development project
which encompasses the occupied building.
4.2 B Street Extension. The H Street Extension (including appropriate heavy
vehicle and other access to and from the' H St eet Extension and the New Campus, with traffic
signals, setbacks and related matters design to ensure conformity between the H Street
Extension and the southern boundary of the N w Campus) ("H Street Extellsioll'~ as shown on
Exhibit F hereto shall conform to the a1ignmen described as Alignment I, Profile C, in the Boyle
Engineering Feasibility Study dated June 1, 1 7, (the "H Street Boyle Study'~, Upon request
by City, Port, at its sole cost, shall grant City a easement for right-of-way over the alignment for
the H Street Extension reflected in the H Stre t Boyle Study, The H Street Extension shall be
completed by Port at Port's sole cost. Upon r uest, BFG and City/Agency shall cooperate with
Port concerning the planning of the H Stree Extension; provided, however, that no actions
concerning the H Street Extension (includin , without limitation, changes in the land-use
designations for the proposed H Street Extensi n) or construction west of Bay Boulevard shall be
commenced during the Relocation Period wit out BFG's prior written consent. City/Agency
shall cooperate with the Port to provide for imely extension of H Street including, without
limitation, (i) all aspects of design, plaQning, engineering and construction of H Street from
Interstate 5 to Marina Parkway with apwopri ie setbacks and buffers; (ii) relocation of above
and below ground utilities; and (ui) install tion of traffic signals, sidewalks and related
improvements as may be reasonably necess to facilitate vehicle and pedestrian access along
the fully developed Bayfront. Port shall !Use i best efforts to complete the H Street Extension
on or before the earlier to occur of (a) Dece ber 31, 2009, or (b) the completion of Bayfront
development projects that require the H Street Extension to address cumulative traffic impacts.
If, for whatever reason, Port has insufficient ds to complete the H Street Extension in a timely
manner, Port agrees to meet and confer with ity to develop a plan for expediting such project
using alternative funding sources. Such fundin sources may include funds allocated by the Port
for capital improvement projects as set forth in that certain Memorandum of Understanding
between Port and City that was approved by Po on June 20, 1995.
4.3 Marina Parkway Reali nment. The realignment of Marina Parkway
(including appropriate heavy vehicle and other ccess to and from Marina Parkway and the New
Campus, with traffic signals, setbacks and: relat d matters designed to ensure conformity between
Marina Parkway and the western bound of the New Campus) ("Marilla Parkway
Realigllment'~ as shown on Exhibit G hereto esulting from the land transfer between the Port
and BFG shall be in accordance with th Marina Parkway Realignment Study dated
November 13, 1998 completed by Boyle Eng neering (the "Marirw Parkway Boyte Study").
The Marina Parkway Realignment shall be co pleted by Port at Port's sole cost. In conjunction
with the realignment of Marina Parkway, Port d City shall have the right to "cap" and leave in
place any and all utilities located beneath th current configuration of G Street and Marina
Parkway. City and Agency shall cooperate . h Port to provide for timely realignment of
Marina Parkway including, without limitati n, (i) assistance with creation of temporary
easements and dedication ofnew streets in the I cation of the newly configured Marina Parkway;
(ii) all aspects of design, planning, enginee ng and construction of Marina Parkway with
appropriate setbacks and buffers; (iii) reloca on of above and below ground utilities; and
(iv) installation of traffic signals, sidewalks a d related improvements as may be reasonably
106711.000015172405_09
2
2-44
necessary to facilitate vehicle and pedestrian a cess (including heavy vehicle access to the New
Campus) along the Bayfront. Port shall use ts best efforts to complete the Marina Parkway
Realignment on or before the earlier to occur f(a) December 3],2003, or (b) the completion
date of Bayfront development projects that re 're the Marina Parkway Realignment to address
cumulative traffic impacts. The panies ~hall se their best efforts to ensure that the realigned
Marina Parkway is contiguous with the. west boundary of Port Parcel 2 (with appropriate
setbacks and buffers). In the event that :the r aligned Marina Parkway is not thus contiguous,
Port shall convey to BFG the land in-between western boundary of Port Parcel 2 and the final
realigned Marina Parkway, an appropriat~ adju tment shall be made to the purchase price of Port
Parcel 2 pursuant to Section 5.2, and the prop rty thus conveyed shall be treated in all respects
under this Agreement and the Related Agreem nts as if such property had been included in the
conveyance of Port Parcel 2.
4.4 Relocation Schedule~ The parties shall agree upon a schedule ("Relocation
Schedule') under which BFG will relotate i s operations and permanently vacate the South
Campus which BFG agrees to accompljsh b no later than the expiration of the Relocation
Period. Notwithstanding anything herein to the contrary, in the event of any disagreement
between the panies concerning the complet on of the BFG Relocation or the Relocation
Schedule (provided that BFG completes the B G Relocation by no later than the expiration of
the Relocation Period), BFG's decision concer ing the completion of the BFG Re]ocation orrhe
Relocation Schedule shall be final and biI1ding pon the parties. Concurrently with the execution
of this Agreement, BFG shall provide th~ Port d City!Agency with BFG's current preliminary
draft Re]ocation Schedule, which is proVided or discussion purposes only and which shall be
updated periodically. ]t is anticipated th4t the elocation Schedule will be revised and updated
on a periodic basis, with such updates being pr vided to the Port and City! Agency for discussion
purposes only. .
4.4.1 Adjustments to elocation Schedule. BFG agrees to meet and
confer with Port and City! Agency to e ectuate adjustments to the Relocation Schedule
that are not adverse to BFG in the eve t that potential redevelopment opportunities for
the property south of H Street arise ear ier than currently anticipated, including, without
limitation, the vacating of specificiponi ns of the BFG Property in order to accommodate
the Port's development objective$. Fu hermore, in the event Port elects to commence
the H Street Extension during ~he elocation Period or Port and BFG agree to
accommodate redevelopment or interi use opportunities on the South Campus during
the Relocation Period, and such: acti 'ty causes a material adverse impact upon the
Relocation Schedule, then Port sll1all p y to BFG its reasonable and actual incremental
costs of accelerating the Reloqation Schedule to accommodate such construction
activities including, without linnitati , the additional cost of vacating buildings,
relocating equipment, and storing ;suppl es in advance ofthe initial time table set forth in
the Relocation Schedule. Finally,~the location Period shall be extended for any failure
of Port or the City! Agency, follpwin written notice from BFG that such failure is
interfering with BFG's Relocation Act ities, to transfer property and/or provide access
or utilities to the New Campus in' a ti ely fashion, and such failure prevents BFG from
completing necessary Relocation Activi ies prior to the end of the Relocation Period.
1067".OOOO1S1n40S09
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4.5 BFG Occupancy of South Campus During Relocation Period. Beginning
January 1, 1999, and throughout the Relopatio Period, except for BFG's payment of ground rent
in the total amount of $50,000 to the Porj: for e year 1999 for the area currently ground leased
for "Building 45," BFG shall incur no (or, . it does incur, shall be reimbursed by Port for)
ground rent, building rent, possessory iIierest taxes and property taxes associated with BFG's
use and occupancy of the land and impnlvem ts comprising the South Campus. BFG shall be
responsible for costs incurred in connectlion ith its business operations on the South Campus
during the Relocation Period, including l*bor, aterials, and utility costs. The parties shall enter
into, amend, and terminate such agreeme~ts (i eluding the Tidelands Use and Occupancy Permit
and the Right of Entry Permit reference~ in ction 1.3) as may be necessary to appropriately
implement the terms of this Agreemen~ con eming the BFG Relocation and the Relocation
~~ .
4.6 Termination of Ob~gati ns Concerning the South Campus. BFG and
Port shall enter into such agreements as lmay e necessary and appropriate to terminate BFG's
occupancy and obligations concerning that p rtion of the South Campus not owned by BFG
("South Campus Leased Property''), eflj'ectiv not later than the completion of the Relocation
Period, that are consistent with the terjns h reof These agreements shall include, without
limitation, termination of tl,1e Port Properlty A eements, termination of the SDG&E Lease, and
termination of the MTDB Leases applicallle to e South Campus.
4.7 Utilities and Services. Pri r to the expiration of the Relocation Period, City
shall meet and confer with BFG to exPlore e feasibility of relocating the "G Street Pump
Station" to a location off of the New Campus.
Section 5.
,
RELOCATION AND NaW C MPUS FINANCE ASSISTANCE
5.1 Payments. In consi~erati n of the property transfers and BFG's relocation
costs, the Port and BFG shall make the ~aym ts described in Exhibit D at Closing ("Transfer
,
Payments''). '
5.2 Post-Closing Adjus~men s. The parties acknowledge that the Transfer
Payments are, in part, based upon the ~stima ed size of the Transfer Properties as shown on
Exhibit D and the contemplated configur/ltion f H Street and Marina Parkway. Upon, or up to
three (3) years after the Closing, followin~ co letion of new or updated surveys, any party may
submit a written request to adjust the Tr~sfer Payments to account for any difference between
the actual and estimated size of the Tninsfer Properties and/or configuration of H Street and
Marina Parkway. Following receipt of wj adju tmem request, the affected parties shall promptly
negotiate in good faith to make any nece~sary h adjustment to the Transfer Payments. Unless
otherwise agreed by the affected parties,; the ash adjustment shall be based on the difference
between the actual size of the subject pr~perty conveyed relative to its estimated size shown on
Exhibit D. For example (for illustrative jpurp ses only), the estimated size of Port Parcell, as
shown on Exhibit D. is 9.99 acres, or 43S,l64 quare feet, and the purchase price of $3,481,312
is calculated based on a value of $8.00 per sq are foot (435,164 x $8.00 = $3,481,312). If the
actual size of Port Parcell as conveyed were .5 acres, or 413,820 square feet, unless BFG and
the Port otherwise agreed, the purchase price ould be $3,310,560 (413,820 square feet x $8.00
106i11,OClC01517:2405.09
4
-46
= $3,3]0,560), and BFG would be en~itled 0 a cash payment from the Port of $170,755
($3,48],3]2 - $3,3 ]0,560 = $] 70, 752). !
,
,
5.3 Reimbursement Of~uth ampus Property Taxes. BFG shall (within 30
days of submission of an invoice therefo by FG) be reimbursed by the Port for any property
taxes (including possessory interest t s) i curred by BFG concerning the South Campus
attributable to tax years or portions there9f falli g within the Relocation Period.
,
5.4 New Campus IndUS~rial inancing Assistance. BFG currently expects to
spend approximately $50 million in ca ital i vestment on the New Campus. Its Board of
Directors has authorized approximatel $45 million for capital expenditures on the New
,
Campus. In connection therewith, subject to terms and conditions set forth in this Section, in
addition to the Transfer Payments to be rj1ade y Port and BFG, Agency shall provide financing
assistance to BFG with respect to indu~trial anufacturing facilities, and related offices and
ancillary support facilities, and equipment ne Iy developed, rehabilitated, or installed on the
New Campus during the Relocation Perio~ (" Campus Industrial Financing Assistance").
;
5.4.1 Annual In~taIl eots. The New Campus Industrial Financing
Assistance shall be comprised of ~ash ayments delivered to BFG in annual installments
(each an "Installment," collectitely 'Installments') Installments shall be due and
payable on January] 5th of each )/ear b ginning with the first January] 5th following the
Closing Date (estimated to be Jam4ary 1 ,2000), and ending with January 15, 2025 (each
an "Installment Payment Date')! Ag cy shall have no obligation to make Installment
payments after January 15,2025. i
I
5.4.2 Relocation Peri d Payments. Installments due and payable to
BFG on Installment Payment Date beginning with January 1 S, 2000, through
January 15, 2003, respectively sh~ll be detennined based upon property tax information
derived from the immediately ptecedi g County fiscal year (July I through June 30)
("Fiscal Year''). The amount duel and ayable shall be equal to the positive difference, if
any, between (a) the amount of p~op taxes paid by BFG to all taxing agencies with
respect to the New Campus for t~e im ediately preceding Fiscal Year; and (b) the sum
of one percent (J %) of the Countt As ssor's valuation of(i) real and personal property
located on the New Campus as of the rst day after the Closing Date, plus two percent
(2%) per year with respect to sf'ch r al property; (ii) South Campus equipment and
facilities that have been relocatedi to th New Campus as of June 30 of the immediately
preceding Fiscal Year; and (iii) a~y rea property contemplated as being part of the New
Campus by this Agreement that ps ac uired by BFG after the Closing Date by on or
before June 30 of the immediatjely p eceding Fiscal Year. For partial Fiscal Year
] 999/2000 the above calculations shall e modified by multiplying each figure within the
calculation by a fraction determi*ed b dividing the number of days within the period
from the Closing Date to June 30,12000, by three hundred sixty-five (365).
5.4.3 post-Reloct'on eriod Payments. Installments due and payable
to BFG on Installment Payment ates beginning on January 15, 2004 through January
]5, 2025 shall be equal to the ositi difference, if any, between (a) the amount of
property taxes paid by BFG to al~ taxi g agencies with respect to the New Campus for
I
1067".??oo15172405.09
5
-47
I
,
Fiscal Year 2002/2003; and (b)f. su of one percent (1%) of the County Assessor's
valuation of (i) real and personal rope located on the New Campus as of the first day
after the Closing Date plus two p cent (2%) per year with respect to such real property;
(ii) South Campus equipment an facil ties that have been relocated to the new Campus
as of June 30, 2003; and (iii) anlt real property contemplated as being part of the New
Campus by this Agreement that~'S ac uired by BFG after the Closing Date by on or
before June 30, 2003. Install me pa ents calculated under this Section 5.4.3 shall be
subject to adjustments in accorda ce w h the terms and conditions of Sections 5.4.6 and
5.4.7, below.
5.4.4 Port CODtn utio . In the event that property tax revenues actually
received by the Agency from the ew ampus and South Campus, less amounts required
to be set-aside and used for low and oderate income housing pursuant to California
Health and Safety Code Section 3334 2 (the "Low Income Set-Aside") for any Fiscal
Year commencing with Fiscal Y ar ]9 9/2000 and ending with Fiscal Year 2009/20]0
("Combined Campus Available eve es") do not exceed the Agency property tax
revenues actually received from he N Campus and South Campus for Fiscal Year
1998/1 999 ("Combined Campus ase evenues'') by an amount equal to or greater than
the Installment payment due and paya Ie to BFG with respect to such Fiscal Year as
determined under Section 5.4.2 d 5.4 3, above ("Installment Amount Due''), the Port
agrees to loan to the Agency, up n Ag ncy request, an amount equal to the amount by
which the Installment Amount I Due exceeds the positive difference between the
Combined Campus Available Revknues for such Fiscal Year and the Combined Campus
Base Revenues ("Port Loan''). ~gen 's obligation to pay to BFG any portion of an
Installment Amount Due with re4pect 0 which the Agency has requested a Port Loan
pursuant to the terms of this Sectiqn sha I be contingent upon Port payment to the Agency
of such Port Loan proceeds. !
!
5.4.5 Port Loan :Repa ment. Port Loan amounts shall accrue interest
annually at the Port's pooled interbst readjusted quarterly from the date of payment to
BFG of the relevant Installmen Am unt Due, until repaid. The Agency shall be
obligated to repay the Port Lo i a maximum of ten (10) annual installments
commencing January 15, 2010, tbro h January 15, 2019. Agency's Port Loan
repayment obligation in each ye sh II be an amount equal to the lesser of (a) the
positive difference, if any, hetwe (i) t e Combined Campus Available Revenues for the
preceding Fiscal Year, less Agenc 's In tallment obligation to BFG with respect to such
Fiscal Year, and Combined Ca us ency Base Revenues, and (b) twenty percent
(20%) of the then-outstanding POlf Lo balance. Notwithstanding the foregoing, in the
event that during Fiscal Years ~ 999/ 000 through 2009/2010 the Agency incurs an
"Accrued Surplus Balance" (defi ed in Section 5.4.6, below), regardless of whether or
not such Accrued Surplus Balanc has een spent by the Agency, such amounts shall be
deemed a credit balance "availabl "fo use for timely payments of annual installments
on the Port Loan on up to 20% of th then-outstanding Port Loan balance, until the
"credit balance" is exhausted. nle s otherwise approved by the Port, Combined
Campus Available Revenues shall be us d to satisfY this Port Loan repayment obligation
as a priority to all other uses or 0 ligat ons, excluding, however, Agency obligations to
pay debt service with respect to ~xisti g or refunded Bayfront/Town Centre I Project
108711.000015172405.09
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Area tax allocation bonds and Clifica es of participation. Any partial payments of the
Port Loan shall be credited first t ac ed interest and then to principal. In the event that
the Port Loan is not fully repaid' ace dance with the terms of this Section with the last
installment due on January 15, 2 19 Y remaining Port Loan balance shall be forgiven.
At City/Agency's election, repai am unts shall be contributed towards the H Street
Extension capital improvement ~roje or another joint Port and City/Agency project
agreed to by the parties. i
5.4.6 Payments t. BF Starting in Fiscal Year 2010/2011 Limited to
Actual Receipts. If after sUbtrfcting any required Port Loan repayment required in
accordance with Section 5.4.5, th rem ining Combined Campus Available Revenues for
any Fiscal Year commencing wi Fis al Year 2010/2011 and ending with Fiscal Year
2023/2024 do not equal or exce d C mbined Campus Agency Base Revenues by an
amount equal to or greater than ~e I staHment Amount Due, an amount equal to the
amount by which the Installment I Amo nt Due exceeds the positive difference between
the remaining Combined Camptjs Av 'Iable Revenues for such Fiscal Year and the
Combincd Campus Agency B~e R venues ("Deferred Obligation'1 shall not be
immediately due and payable, bu~ shall be paid, plus interest at the rate of six and three-
fourths percent (6.75%) per amium, ut of first available future Combined Campus
Available Revenues. Future C01nbine Campus Available Revenues shall be used to
repay the Deferred Obligations iP pri rity to all other uses or obligations, excluding,
however, Agency obligations to pay d bt service with respect to existing or refunded
BayfrontlTown Centre I Project Ar a tax allocation bonds and certificates of
participation, and Agency obligations repay the Port Loan pursuant to Section 5.4.5,
above. Any partial payments of pefe ed Obligations shall be credited first to accrued
interest and then to principal. In! the vent that any Deferred Obligations are not fully
repaid pursuant to the terms of thjs Se ion with the last installment due and payable on
January 15, 2025, any remaini~g D ferred Obligation amounts shaH be forgiven.
Notwithstanding the foregoing, n~ Ins aliment amount otherwise due shall be deferred
hereunder in the event that thenl are urplus Combined Campus Available Revenues,
from previous Fiscal Y ears whic~ were not required to be used by Agency for purposes
of making previous Installment p~yme ts to BFG under Sections 5.4.2 and 5.4.3, above,
or Port Loan payments under ~ectio 5.4.5, above (collectively, "Accrued Surplus
Balance'} Rather, regardless of )Nhet r or not such Accrued Surplus Balance has been
spent by the Agency, such amou,*s sh I be deemed a credit balance "available" for use
for timely payments of Installm~nts e to BFG, until the credit balance, if any, is
exhausted. '
5.4.7 Adjustment' and Maximum Payment. If in any Fiscal Year from
2005/2006 through 2023/2024 wi h res ect to which an Installment payment is due and
payable, Agency Property Tax R venu s from the New Campus fall below an amount
equal to Agency Property Tax eve ues in Fiscal Year 2004/2005 from the New
Campus, then the Installment aIDO nt ot erwise due and payable to BFG shall be reduced
by an amount equal to the positiv diffe ence between Agency Property Tax Revenues in
Fiscal Year 200412005 and the a . ount of Agency Property Tax Revenues received for
such Fiscal Year The parties agj-ee t the maximum Installment Payment calculated
under Section 5.4.3 shall not eXfeed amount calculated based upon a maximum
I
108711.0000151n4C5.D9
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taxable investment in industrial I ufa uring facilities, and related offices and ancillary
support facilities, and equiPmen~IY developed, rehabilitated, or installed on the New
Campus during the Relocation P~jOd $5. 5 million ("Maximum Taxable Investment").
The Agency's current estimate fi r th maximum Installment Amount based upon the
Maximum Taxable Investment is 459, 00
5.4.8 In General.; For pwposes of Sections 5.4.1 through 5.4.7. above,
"property taxes" shall include fi e 0 ership and possessory interest taxes assessed
against real and personal prop rty, but shall exclude any special taxes, special
assessments or fees which mig app ar on BFG's property tax bill. Property tax
information required for calculat" ns reunder shall be derived to the extent possible
from the County Assessor Audi or, appropriate. In the event that all of the tax
information necessary for the dete . na . on of an Installment amount in any given Fiscal
Year, or for any other determinat on r uired under this Section 5.4, is not available in
time to allow for the timely calcu ation and payment of such Installment by the relevant
Installment Payment Date, any p yme due shall be made based on the then available
information, subject to modificati n on all relevant tax information is obtained.
I
5.4.9 Special Intemn ty. In consideration of Agency provision of
financing assistance under this S ction 5, BFG agrees to release, discharge, indemnify,
defend and hold harmless Agenc fro all claims, liabilities, losses, costs and expenses
(including without limitation Env' onm nta! Costs) arising out of Agency's provision of
financial assistance under this Seqrion . In consideration of the Port Loan pursuant to
Section 5.4.4, BFG agrees to rel~ase, ischarge, indemnify, defend and hold harmless
Port from all claims, liabilities, lcjsses, osts and expenses (including without limitation
Environmental Costs) arising out <If the ort Loan.
,
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Section 6. NEW CAMPUS AND SOUTr C PUS DEVELOPMENT
6.1 Development Agree ent. The City/Agency and BFG shall negotiate and
process for City Council! Agency Bo rd onsideration a development agreement (the
"Development Agreement'1 governing se d development of the property comprising the
New Campus as authorized by the D velo ment Agreement Statute. The Development
Agreement shall address such issues as I nd e rights and obligations, infrastructure matters,
public financing, environmental issues, relJevel pment and related matters, and, in keeping with
the above objectives, shall contain in subsfantia ly similar form the provisions set forth below.
,
6.1.1 Permitted ses. Provided that BFG is not in default under this
Agreement or the Development ee ent (excepting minor or inconsequential matters
not affecting the substance of thes agr emeots), and subject to the terms and conditions
set forth below, BFG shall have e v sted right to implement all Permitted Uses and
operations on the New Campus hat e cOllSistent with the Rules, Regulations and
Official Policies existing as of the ffect ve date (the "Development Agreement Effective
Date'1 of the Development Agre~ment (the "Existing Rules, Regulations and Official
Policies"). .
U)57"_0lXl01~ 172405.0&
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6.1.2 Subsequent App vals. In connection with the Relocation and any
New Campus development, BFG hall e obligated to obtain any and all permits required
under the Existing Rules, Regul ions and Official Policies. City/Agency shall use its
best efforts promptly to proces and implement all additional "Project Approvals"
reasonably necessary to impleme t the FG Relocation to the New Campus and to fulfill
the goals, objectives, policies an plan shown and described in this Agreement and the
Development Agreement ("Sub eque t Approvals') consistent with Existing Rules.
Regulations and Official Policies Cit /Agency shall cooperate and diligently work to
process to completion any Subs uent Approvals (including any and all initial studies
and environmental assessments d an lyses (if any) required under CEQA) which are
required by law in connection ith e BFG Relocation and implementation of the
Permitted Uses on the New c~us. uch cooperation shall include, without limitation:
a) Scheduling, convening and co cludi g all required public hearings; and b) Processing
in an expeditious manner and n ac ordance with Existing Rules, Regulations and
Official Policies all applications lr Su sequent Approvals. The City/Agency shall retain
its discretionary authority as Su sequent Approvals, provided, however, such
approvals shall be regulated by th Exis ing Rules, Regulations and Official Policies.
6.1.3 AppIicatio of ubsequently Enacted Rules, Regulations and
Official Policies. Rules, Regula ons d Official Policies enacted or modified after the
Development Agreement Effecti e Da e ("New Rules'') shall be applicable to the New
Campus only insofar as they do not c nflict with the Existing Rules, Regulations and
Official Policies, and only if th ir ap lication will not materially modify, prevent or
impede the Permitted Uses or imPt'r an ofthe rights granted BFG under this Agreement
or the Development Agreement. y ch New Rules that materially limit or restrict the
rate or timing of development on he N w Campus shall be presumed to conflict with the
Existing Rules, Regulations and <pffici Policies. Provided, however, that this shall not
preclude the application to the N~w C pus of such subsequently enacted New Rules as
are (a) specifically mandated ~ re uired by changes in state or federal laws or
regulations adopted after the Effe ive ate of the Development Agreement as provided
in Government Code Section 658 9.5; ) specifically mandated and required by a court
of competent jurisdiction; or (c) requi ed as a result of facts, events or circumstances
presently unknown or unforesee~le t at would have a material adverse impact on the
health or safety of the surroundin~ com unity.
6.1.4 Other Go mm ntal Permits, Approvals and Services. BFG
shall apply in a timely manner fi r sue other permits and approvals as may be required
by other governmental or quas -gov mental agencies having jurisdiction over the
implementation of any aspect of he P rmitted Uses on, or provision of services to, the
New Campus (including, without limit ion, districts and special districts providing flood
control, sewer, water and/or fir prot ction and agencies having jurisdiction over air
quality, solid wastes, and hazard us w stes and materials). City/Agency shall cooperate
with BFG in its efforts to obtain ch p rmits and approvals and City/Agency shall use its
best efforts to work with other g vern ental and quasi-governmental agencies so as to
limit to the extent possible the' posi ion of additional conditions, fees, dedications or
exactions by or through suc~ age cies; provided, however, in no event shall
City/Agency's obligations hereun~er r uire City/Agency to incur out-of-pocket costs.
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106711 D00015172405.09
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6.1.5 Adjacen La d Uses. City/Agency acknowledges that
implementation and operation of he Pitted Uses on the New Campus will result in
noise, light, vibration and oth r e ects normally associated with industrial and
manufacturing activities of the type carried out by BFG ("Industrial Impacts').
Cityl Agency shall consider such imp cts when processing permits for the following
operations (the "Sensitil'e Rec tors on property adjacent to the New Campus:
residential projects, schools, has itals, convalescent homes, hospices, retirement homes
and daycare centers.
6.1.6 Infrastruct re, ees and Exactions. Cityl Agency shall use best
efforts to minimize or eliminat any Cityl Agency imposed public fees, dedications,
exactions or costs (including, wi out Ii itation, development fees, infrastructure fees, or
processing fees) that could be i curr . by BFG in connection with relocation of its
operations or additional develop ent f the New Campus in accordance with Existing
Rules, Regulations and Official Poli ies or that would otherwise result from such
relocation, consolidation, and the all tion of relocation and consolidation-related New
Campus improvements.
6.1.7 Prior City
previous commitments related
concerning the improvement cost
of Lagoon Drive.
om itments. City acknowledges and reaffirms all
re' bursements or credits due to BFG by City
prev ously incurred by BFG for the northern one-half
6.1.8 Term. T te of the Development Agreement shall expire
twenty (20) years after the Develo men Agreement Effective Date.
6.2 BFG Obligations. I con 'deration of City/Agency agreements under this
Agreement, BFG agrees as follows:
6.2.1 Rados/Agen y Pa eels Use and Development.
(a) Tempora Use or Parking and Open Storage. BFG shall not
be prevented by the Cityl Agenc fro utilizing the Rados and Agency Parcels for
parking and the Agency Parcel ~ r op n storage for a period of six (6) years after the
Effective Date of this Agreement (the 'Interim Use Period"). However, BFG shall be
required to obtain all appropriate perm s from the City! Agency in order to allow open
storage and parking on the Ag ncy arcel and parking on the Rados Parcel, and
Cityl Agency retains the right to i pos reasonable conditions on such uses. During the
Interim Use Period, BFG agrees 0 us its best efforts (a) to minimize and screen open
storage of equipment and materi ,an (b) not to use the perimeter of the New Campus
for open storage. BFG agrees no to u e the Rados Parcel for open storage at any time
and acknowledges and agrees that such se shall not be permitted.
(b) City Ease ent r Enhanced Landscaping and Entry Feature
at Nortbeast Corner of Rados Pare Prior to the Closing, Cityl Agency shall be
granted an easement over a po ion f the Rados Parcel as identified on Exhibit l-l
attached hereto ("Easement Are "). he easement shall be for the installation and
108711.000015172405.09
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maintenance of a Bayfront Red~loP ent Project Area "entry statement" which may
include enhanced landscaping, ter eatures, statuary, monument signs andlor other
quality architectural features (En Statemenf'). City/Agency shall bear the
construction and maintenance c sts f the Entry Statement. Prior to City/Agency
installation of an Entry Statemen , BF shall bear all costs related to improvements or
maintenance of the Easement Ar. the event that a BFG Development Project or
City/Agency proposal for an En 5t tement requires an adjustment to the Easement
Area, the parties agree to meet and onfer with the goal of developing a mutually
agreeable adjustment that woul reas nably accommodate each party's development
needs.
(e) Agency 0 tioo 0 Reaquire Rados. In the event that by the end
of the Interim Use Period, BFG has ot committed to the development of the Rados
Parcel into a permanent use hat i integrated with an industrial andlor office
development project on the Ne C pus, Agency shall have the option ("Rados
Option'') to reacquire the Rados P eel n the terms and conditions set forth below:
(1) Pur hase nce.
The Rados Opt on purchase price ("Rados Option Purchase
Price') sh II b the sum of (1) $1,052,409, (the "Original
Purchase 'ce'; (2) six percent (6%) of the Original Purchase
Price multi lied y the number of years BFG owns the Rados
Parcel prio to ency exercise of the Rados Option; and (3) the
County's t en m st recent appraised value of any improvements
installed on the dos Parcel.
(2)
m.
If the Rad s Op ion is triggered (as provided above), the Rados
Option (" ados Option Term') shall commence upon the
expiration f the Interim Use Period and shall expire on the date
falling five (5) ears thereafter. Notwithstanding the foregoing,
the Rados ptio shall terminate prior to the expiration of the
Rados Opti n T in the event that (i) BFG requests in writing
that the Ag ncy urchase the Rados Parcel for the Rados Purchase
Price and t e Ag ncy fails to exercise the Rados Option pursuant
to Section .Z.I( )(3) within sixty (60) days after such request; or
(n) during he dos Option Term, Agency approves an Owner
Participatio Agr ement for the development of the Rados Parcel.
(3)
I ex cise its option rights hereunder by notifying BFG
f its intent to do so ("Option Notice'). The parties
eet d confer to prepare all necessary conveyance
n te s consistent with the terms hereof The Rados
Agency sh
in writing
shall then
documents
~067'1,OOOC1S 1n405011
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Parcel shal be t ansferred in its then "as-is" condition. Agency
shall bear II s dard escrow costs. The transfer shall occur
within nin y (9 ) days after the date of the Option Notice. The
Rados Op on P rchase Price shall be paid in cash at close of
escrow.
(4) Ret ntion ofRi hts.
Notwithst ding the foregoing, BFG shall retain the right to
convey the Rad s Parcel to a third party at any time; provided,
however, t at th Rados Option to reacquire, unless previously
terminated, shall n with the land and be binding upon such third
party. In ditio City! Agency shall retain the right to reacquire
the Rados arce at any time pursuant to its powers of eminent
domain.
6.2.2 No ChaUen es; ooperation. BFG shall not oppose, challenge or
seek conditions or mitigation m asure in connection with land use permits and other
approvals necessary for devel pme t of projects proposed within the Bayfront
Redevelopment Project Area con isten with, or less impactive than, the Existing Rules,
Regulations and Official Policies appli ble thereto. In addition, BFG shall reasonably
cooperate with City! Agency in it pro essing, approval and implementation of adjacent
developments to the extent necess ry a d reasonable to encourage land use, infrastructUre
and traffic compatibility. Notwit stan ing the foregoing, BFG shall reserve the right to
oppose, challenge or seek condi ions or mitigation measures in connection with any
project or activity that has a ma . ai, adverse impact on the uses or operations of the
New Campus; provided, howeve , that this shall not include a right to challenge based
upon market competition.
6.2.3 New aster Plan. BFG agrees to submit to the
City! Agency a master plan for th Ne Campus showing vertical improvements prior to
processing permits for such impro erne ts.
6.3 Port Cooperation. tho gh Port will not be a party to the Development
Agreement, where such cooperation is r ason bly necessary, Port agrees to cooperate in good
faith (at no additional cost to the Port) with BFG and City during the Relocation Period to
implement the provisions of the Develop ent eement.
6.3.1 Port Jurisd ctio
use reasonable efforts to avoid ap
Campus.
and Control Over Land Uses. The Port shall
g or facilitating Sensitive Receptors on the South
6.3.2 No Challen es. ort acknowledges that, in order to continue the
same Permitted Uses on the Ne Ca pus as it previously engaged in on the South
Campus, BFG may be required obt. n certain land use permits and other approvals
from City or other agencies. Duri g th term of the Development Agreement specified in
Section 6.1.8, Port shall not oppo e, ch IIenge or seek conditions or mitigation measures
,cer'1.000l)15172.405.09
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in connection with any such I d se permits and other approvals necessary for
implementation of such Permi U s on the New Campus; provided, however that
such limitation shall not apply 0 di erent or expanded uses on the New Campus;
provided, further that such limita ion s II not apply to Port's discretionary authority as
lead agency or otherwise in pur uing EQA compliance. Similarly, during the same
period, BFG shal] not oppose, calle e or seek conditions or mitigation measures in
connection with annexation of e B G Property into the Port's Master Plan, or in
connection with land use permits and ther approvals necessary for development of the
South Campus consistent with th Po's Master Plan, including industrial, commercial,
hotel, waterfront, open space and ecr 'onal uses.
6.4
Development.
Port and City/ gen y Agreements Regarding South Campus
6.4.1 In General Po and City/Agency agree that one of the primary
purposes of this Agreement is to acilit te the redevelopment of the South Campus to its
highest and best use in a manne co istent with the Port's "lndustrial Business Park"
land use designation. Towards at en , subject to the restrictions contained in Sections
4, 6 and 7 of this Agreement, Po Cit and Agency agree to work together to encourage
the redevelopment of the South amp s and to limit uses of the existing South Campus
improvements beyond the Reloca ion P riod to short term interim uses.
6.4.2 Master PI n A endment. Port agrees to expeditiously process
and present for Port Board appr val a Master Plan Amendment for the South Campus
which imposes the Port's exist ng "ndustrial Business Park" land use designation
thereon. Port staff agrees to exer ise b st efforts to complete the process by no later than
May 1,2001.
6.4.3 RFP Proces and Project Approval. Prior to issuance of a Request
for Proposal C'RFP,,) with respect the outh Campus, Port staff shall meet and confer with
CIty/Agency staff in order to de e]op RFP for the South Campus and the Bayfront
generally to be issued by the Port i soli iting developer interest in the South Campus. Port
agrees to expeditiously issue su RF and diligently process responsive development
proposals obtained with respect th reto. In addition, Port staff shall meet and confer with
City/Agency staff to discuss mutu goal and concerns prior to Port staffs recommending to
the Board of Port Commissioners appr val of a specific project or projects for the South
Campus. At City/Agency reques Port shall also schedule with the City Council! Agency
Board joint public hearings 0 any proposed project for purposes of considering
City/Council! Agency Board and publi input on such project. Notwithstanding the
foregoing, the Port shall reserve, t the aximum extent permitted by law, sole discretionary
land use approval over South Cam us de elopment.
6.5 Covered Areas. Th two 2) blacked-out areas marked on the map attached
as Exhibit E are the "Covered Areas." Aft r completion of the site characterization to be
conducted for the South Campus, and pr or to Closing, the Port and BFG shall meet and confer
to consider mutually agreeable revisions if an ) to the Covered Areas. The Covered Areas shall
be incorporated into any RFP(s) for the outh ampus and the Bayfront issued by the Port to the
extent such RFp(s) may affect one (or mire) 0 the Covered Areas. The RFP(s) will be prepared
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106711.lKXXM.51724Q5.09
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in a manner to encourage developers av id any penetration of existing soils within the
Covered Areas by either: (i) avoiding d elop ent in Covered Areas; or (ii) developing above-
ground Structures within the Covered eas hich do not involve any penetration of the soils,
including, without limitation, buildings with slab-on-grade foundations, roads, sidewalks or
parking areas, Port shall meet and confe with developers to consider appropriate modifications
to any Development Plan, or portions th eof, avoid penetration of the soil within the Covered
Areas, and Port shall advise BFG of y d velopment constraints which may require soil
penetration within any Covered Areas. olio 'ng the submittal of the above.referenced RFP(s)
and Port's reasonable attempts to modi any Development Plan (following meetings with the
developer and consulting with BFG) to void soil penetration within any Covered Area, to the
extent that the avoidance of soil pen ion i or under the Covered Areas causes a material.
adverse impact on the Development Plan or th financing of such Development Plan, then South
Campus Environmental Costs associated with necessary Environmental Remediation Activities
within the Covered Areas shall be al ocat pursuant to Sections 7.2.1 and 7.2.2, below.
Notwithstanding the foregoing, nothin her in shall preclude installation of below-ground
utilities in connection witb development with' Covered Areas of above-ground structures that
do not involve penetration of the soils, d an South Campus Environmental Costs associated
with Environmental Remediation Activ' ies ising out of such installation of below-ground
utilities shall be allocated pursuant to Se ions .2, I and 7.2.2, below,
Section 7.
ENVIRONMENTAL
A EMENT
Redevelopment of the B yfro t may require investigation, management and
remediation of environmental conditio s. errns and conditions concerning environmental
investigation, management, remediation d co t responsibility are set out below.
7.1 General Principles.
7.1.1 Cooperatio . T e parties recognize the paramount importance of
maintammg a cooperative relat onshi to achieve effective implementation of the
environmental management prov sions of this Section 7. To this end, the parties will
maintain regular, periodic com unic tions among those involved in implementing
Section 7. Regular meetings will be hid. The parties will meet and confer in order to
develop mutually agreeable posi ions 0 present to agencies and other third parties in
implementing this Agreement. I plem nting measures to help assure the maintenance of
this cooperative relationship are stout n Section 7.5 below.
7.1.2 Developme t 0 'ectives. The Port desires to provide for timely
development of the South Camp san, to that end, the parties agree that development
activities may commence during he R location Period, provided that such activities do
not interfere with BFG operatio and relocation activities. If Port and BFG agree in
advance to such development a ivitie, and if such activities adversely affect BFG's
operations or relocation activities, Port hall compensate BFG for such adverse effects.
7.1.3 Risk-Base
Remediation Activities impleme
based decisionmaking and shall
108711.000015172405.09
Sta danls. The parties agree that Environmental
ed p rsuant to this Agreement shall be based on risk-
ilize he most cost-effective, risk-based, industrial use
4
-56
remediation standards and techni es p ssible to implement Environmental Remediation
Activities.
7.1.4 Environme tal bjectives. The parties agree that Environmental
Remediation Activities will be esign d to facilitate development consistent with the
Port's Master Plan utilizing risk-b sed s andards.
7.1.5 Shared CDS s. more particularly described in Sections 7.2 and
7.3 below, South Campus E viro ental Costs to remediate South Campus
Environmental Conditions in order to implement Port first-time post-Closing
Development Plans under this A ree ent are shared costs, the allocation of which is
described in Section 7.2.2 below.
7.1.6 Manifests. y azardous waste manifest required to be executed
by any party in relation to Enviro ment 1 Remediation Activities on the South Campus or
on the New Campus shall be exe ted y the party or parties responsible for causing the
Environmental Condition, rath t the party or parties responsible for the
Environmental Costs or environ ental anagement with respect to such Environmental
Condition. If, after a diligent atte pt t do so, the party or parties responsible for causing
the Environmental Condition ca not e identified, BFG shall execute the pertinent
hazardous waste manifest. No ing 'n this Section 7.1.6 shall alter or amend any
provisions of this Agreement reg ding llocation of Environmental Costs.
7.1.7 Maoage eot. Whenever this Agreement provides that
Remediation Activities are to b und rtaken pursuant to joint decision making, such
Remediation Activities shall be e ectu ted according to the joint decisions of BFG and
the Port, irrespective of which arty as current management responsibility for such
Remediation Activities.
7.1.8 No Waiver. Noth ng in this Agreement shall constitute a waiver of
rights or remedies pursuant to co tract r applicable laws with respect to Environmental
Conditions in, on, or under prope y oth r than the New Campus or South Campus.
7.2 Allocation of Enviro men I Costs: South Campus.
7.2.1 General. E ecti e as of the date of this Agreement, and subject to
the conditions set out in Section 7.2. through 7.2.14 below, BFG and the Port shall
share, in the manner described n Se tion 7.2.2 below, all costs, fees, out-of-pocket
expenses, losses, liabilities an da ages (collectively, "Costs") resulting from,
concerning, or arising out of or i conn ction with: (i) "Environmental Conditions" in,
on, from or under tbe South Ca us (i cluding, without limitation, the buildings on the
South Campus) regardless of 0 . gin ithin the South Campus or outside the South
Campus (collectively, "s uth Campus Environmental Conditions'~,
(ii) "Environmental Releases" i , 0 from or under the South Campus (including,
without limitation, the buildings on t e South Campus) (collectively "South Campus
Environmental Releases'~, (iii) " nvi nmental Remediation Activities" in, on, around,
from or under the South Camp s (in luding, without limitation, the buildings on the
106711 00001.5 172405_05'
5
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. ,
South Campus) (collectively "So th C. 'PUS EnvironmenJaJ Remediation Activities"),
or (iv) "Environmental Qaims" res . g from, concerning, or arising out of or in
connection with South Campus E viro ental Conditions, South Campus Environmental
Releases or South Campus Envir rune tal Remediation Activities (collectively, "South
Campus Environmental Qaims' . Th Costs resulting from, concerning or arising out
of or in connection with South C us Environmental Conditions, South Campus
Environmental Releases, South Cam us Environmental Remediation Activities and
South Campus Environmental Cl ims a defined to be "South Campus Environmental
Costs." The costs of technical co sulta ts and legal counsel selected jointly by BFG and
the Pon pursuant to Section 7.3. (b) b low shall be allocated pursuant to Section 7.2.2
below.
is as follows:
7.2.2 Allocation. The lloeation of South Campus Environmental Costs
(a) For South am
BFG is liable for 50 percent of s ch C
Costs.
5 Environmental Costs from $0 to $3 million,
515 and the Pon is liable for 50 percent of such
(b)' For South C
$3 million to $4 million, BFG is I able
for 60 percent of such Costs.
(c) For South amp s Environmental Costs greater than $4 million to
$5 million, BFG is liable for 30 p rcent of such costs and the pon is liable for 70 percent
of such Costs.
us Environmental Costs from greater than
or 40 percent of such Costs and the Pon is liable
(d) For South amp s Environmental Costs greater than $5 million,
BFG is liable for 100 percent of s ch C sts.
BFG shall be responsible for mai
so that this allocation can be e
photocopy such records during no
BFG.
aIm records of South Campus Environmental Costs
ectu ted. Pon shall have the right to review and
al usiness hours, upon reasonable advance notice to
7.2.3 Costs Aft Tra sfer. After transfer of ownership of the BFG
Propeny to the Pon, BFG shall n t be I able for, and the pon shall be solely responsible
for, any South Campus Environm ntal osts which result from, concern, or arise out of
or in connection with South Ca pus nvironmental Conditions that occur after such
transfer, whether as a result of a ions by Pon, by subsequent owners or operators of
South Campus or by any third p ; p ovided, however, that subject to Section 7.2.14,
BFG shall remain solely respons ble fi r any South Campus Environmental Costs that
result from, concern, or arise out for n connection with South Campus Environmental
Conditions that occur in whole 0 in p as a result of BFG's activities, but only to the
extent of such BFG activities, frer ch transfer and until BFG vacates the South
Campus or the portion thereof to hich uch costs pertain
10671'.??oo15 172<<l5 os-
6
-58
7.2.4 Costs Asso iated With Importation of Dredged Material. BFG
shall not be responsible for Sou Cam us Environmental Costs resulting from or arising
out of or in connection with imp atio of dredged or fill material containing Hazardous
Substances by or at the direction of an party other than BFG whether such importation
occurs prior to or subsequent to 1 e ex tion of this Agreement.
7.2.5 Costs Asso iato With Dredging. Dredging by the Port in San
Diego Bay and in the Chula Vist Yac t Harbor shall not result in any obligations under
this Agreement. If Port dredging activi ies cause a water channel to be cut into the South
Campus, the New Campus, or an oth Bayfront property or cause a material change in
the shoreline, the Port shall be lely sponsible for any South Campus Environmental
Costs that result from such wa r ch nel or shoreline dredging. If any other Port
dredging activities on the South amp s, New Campus, or any other Bayfront property
result in South Campus Enviro enta Costs due to changes in groundwater flow or to
the shoreline beneath or adja ent 0 the South Campus, these South Campus
Environmental Costs shall be a locat pursuant to Sections 7.2,1 and 7.2.2 above,
Digging or trenching in connecti n wit installation of underground utilities shall not be
construed as dredging, and shallot co stitute an Environmental Release for which City,
Port or BFG may be liable with espe to any impact upon soils or groundwater. Any
South Campus Environmental Co 15 ca sed by digging or trenching on the South Campus
by City or Port in connection wi inst lation of underground utilities shall be allocated
pursuant to Section 7.2.1 and Se ion 7. .2 above.
7.2.6 Costs Ass ciate With Irrigation and Ponds. The Pan will
require any South Campus dev loper to meet and confer with BFG concerning any
planned irrigation activities an or onds on South Campus and to consider any
comments BFG may have conc ing s ch activities or ponds. After such meeting:
(a) with resp to d veloper irrigation activities, jf BFG and the Port
determine that reasonable prote ve m asures should be undertaken to address potential
impacts to soils or groundwat or to South Campus Environmental Remediation
Activities, the developer will be requ red to install those protective measures and the
costs of those protective measure will be allocated pursuant to Sections 7.2.1 and 7.2.2
above;
(b) with respe to p nds, the developer will be required to install lined
ponds and BFG shall bear no resp nsib lity for the costs of such liners;
(c) provided,
implementing a reasonable indus
this Southern California Region.
owe er, that developer will not be precluded from
st ndard irrigation plan for the South Campus and
7.2.7 Costs Asso iat With Grading. If any grading activities cause
South Campus Environmental C sts, ese costs will be allocated pursuant to Sections
7.2.1 and 7.2.2 above; provided, owe er, if the Port conducts grading activities without
consultation with and receiving iue approval by BFG within thirty (30) days (which
approval shall not be unreasona ly thheld) and these grading activities cause South
106711,000015 1 n405.00
37
-59
Campus Environmental Costs, th th Port shall be solely responsible for such South
Campus Environmental Costs.
7.2.8 Costs in E cess f Industrial Use Standards. In no event shaIl
BFG be responsible for any Sou h Ca pus Environmental Costs that exceed the costs
required to perform South Cam us E vironmental Remediation Activities to achieve
Industrial Use Standards for the S uth arnpus and the Port shall bear and be responsible
for the incremental South Ca pus nvironmental Costs of such South Campus
Environmental Remediation Acti 'ties i excess oflndustrial Use Standards.
7.2.9 Costs Assoc ated ith Underground Storage Tanks Costs. Any
Environmental Costs incurred for he c sure and removal of underground storage tanks,
and their associated piping and di pens rs, that are subject to regulation pursuant to Cal.
Health & Safety Code S 252 et seq. ("Underground Storage of Hazardous
Substances") and 23 Cal. C de egs. SS 2610 et seq. ("Utulerground Tank
Regulations'') (hereafter "Under oun Storage Tanks") located on the South Campus
shaU be considered South C pus vironmental Costs subject to a11ocation in
accordance with Sections 7.2.1 d 7.22 above. The parties agree that if Underground
Storage Tanks exist on the Sout Cam us that qualify under the Underground Storage
Tank Cleanup Fund established p su t to Health & Safety Code SS 25299.10 et seq.,
then the Port and BFG shaIl subm' and ointly pursue the processing of the application(s)
to the State Water Resources Con 01 B ard and the costs of preparing and pursuing this
application (or applications) shaU be eq ally shared by BFG and the Port. The Port and
BFG shall submit applications any similar fund established by a public agency or
governmental body for remediaf n, c OSure and/or removal of Underground Storage
Tanks, and the costs of preparing d p rsuing these applications shall be equally shared
by BFG and the Port. Any reim se ent received by either BFG or the Port from the
Underground Storage Tank Fun and any similar funds established for remediation,
closure and/or removal of Under ouod Storage Tanks will be paid to BFG and the Port
in proportion to their respective s ares f such expenses pursuant to Sections 7,2.1 and
7.2.2 above.
7.2.10 Costs Asso iated With Demolition. The Port shall be responsible
for the dismantling, demolition and removal (coUectively "Demolition") of any
structures (excluding Undergroun Stor ge Tanks) and aU associated materials (including
without limitation asbestos, lead- ased paint, and light ballasts) located on the South
Campus, including the Demolitio of, ithout limitation, buildings, pads, foundations,
parking lots, roads, sewers, sto se ers, utility trenches, and fences (collectively
"Structures''); provided, however, if an South Campus Structures are contaminated with
materials other than asbestos, lea -base paint, and/or light ballasts, the Port shall meet
and confer with BFG concerni th handling and disposal of such contaminated
StructUres and any increased 0 moli ion costs associated with those contaminated
materials shall be allocated pursu t to ections 7.2.1 and 7.2.2 above,
7.2.11 Costs Ass ciate with Groundwater Monitoring. If the Port
becomes responsible for the mana erne t of groundwater monitoring in wells located on
the South Campus pursuant to Se tion .3.1(a)(l), the Environmental Costs required to
108711.000015172405.09
.i
8
-60
perform the sampling, testing, d re orting activities described in Section 7.3.1(a)(I)
shall be allocated pursuant to Sec . ons .2.1 and 7.2.2 above.
7.2.12 Costs sod ted With Construction Dewatering. Any
increased South Campus Enviro men I Costs associated with temporary construction
dewatering activities shall be all cate pursuant to Sections 7.2.1 and 7.2.2 above. If
permanent dewatering operations are ermitted to occur by the Regional Water Quality
Control Board, San Diego Regi n, a d if the Port allows a developer to install and
operate permanent dewatering 0 erati ns on the South Campus, any increased South
Campus Environmental Costs th t re It from, arise out of or in connection with such
permanent dewatering operations hall e borne solely by the Port.
7.2.13 Cost Lim tatio
management responsibility purs ant
responsible under this Agreemen for
expressly provided for in Section 7.2
. Irrespective of whether BFG or the Port has
Section 7.3, BFG and the Port shall not be
y South Campus Environmental Costs except as
d 7.3.
7.2.14 Contami ation Discovery Cutoff. To the extent that BFG is
liable for South Campus Enviro men al Conditions, it shall be liable only for South
Campus Environmental Conditi ns th t are discovered within 15 years after Closing,
except that BFG' s liability for So th C pus Environmental Conditions that exist on any
portion of the South Campus shall be satisfied upon completion, pursuant to a
Development Plan, of the Port fir t-tim , post Closing development of that portion of the
South Campus; provided, howev r, tha, notwithstanding any prior termination ofBFG's
responsibility under Section 7 fo Sou h Campus Environmental Remediation Activities
or South Campus Environmental Cost , BFG shaH also be liable for any South Campus
Environmental Condition that s dis overed within an area where such first-time
development has been complete if t at Environmental Condition is discovered within
the aforesaid 15 years and req ires emediation to comply with the Industrial Use
Standard that applied to that first time evelopment, in which case responsibility for the
management and cost of such rem diation shall be allocated pursuant to Section
7.3. I (a)(4). For South Campus E viro ental Conditions that come within the discovery
period established by this Sectio 7.2. 4, BFG shall have management responsibility for
such South Campus Environment Co ditions until its responsibility for such Conditions
is terminated or a particular exe ptio applies in accordance with Section 7.3. I and the
South Campus Environmental osts incurred in meeting this responsibility shall be
allocated pursuant to Sections 7.2 I, 7. .2 and 7.3.
7.3 Management of Env ron ental Matters: South Campus.
7.3.1 Manageme t Re ponsibilities and Activities.
(a) General. shall manage South Campus Environmental
Remediation Activities until no Inger equired to do so as provided below, at which time
the Port shall become solei res onsible for management of South Campus
Environmental Remediation Acti ities:
1067".000015112405.09
39
-61
'057".??oo15172405.09
(1) No Further Acti n Letter. Certifi of Com let ion or Similar
Document. If South Campus Environmental Remediation
Activities e un ertaken pursuant to a Development Plan under
govemmen age cy oversight, BFG management responsibility
shall terrni ate pon the issuance of a no further action letter,
certificatio of mpletion, or similar document by the oversight
agency, a d, rthermore, BFG's responsibility under this
Section 7 or t aspect of South Campus Environmental
Remediatio ctivities and for those South Campus
Environme tal sts shall terminate and be satisfied upon such
event. N t by way of limitation of the foregoing, if the
performanc of South Campus Environmental Remediation
Activities r suits in a government agency determination that the
only rem . ing t ks to be performed are the periodic sampling of
groundwat mo itoring wells, the testing of samples from the
monitoring well, and the preparation and submission to the
agency of r port on the results of such sampling and testing, then
the Port sh I as me responsibility for conducting this sampling,
testing, an rep rting and the costs of such activities shall be
allocated p rsu t to Sections 7.2.1 and 7.2.2 above; provided,
however, t t i as a result of such groundwater monitoring
additional outb Campus Environmental Remediation Activities
are require by a overnment agency, then:
(i) I have management responsibility for such
Re edia on Activities if the Remediation Activities are for
con ition that occurred as a result of BFG activities, but
onl to extent of such BFG activities, and the costs of
suc Re ediation Activities shall be allocated pursuant to
Se .ons .2.1 and 7.2.2 above; and
(ii) the ort hall have management responsibility for and be
resp nsib e for the costs of such Remediation Activities if
the em iation Activities are for conditions that occurred
as a resul of Port activities, but only to the extent of such
Po activ ties.
(2)
Investi ati Re orts. If the only South Campus Environmental
Remediatio Ac ivities required by the appropriate government
oversight a ency are investigation activities, BFG's management
responsibili y for such South Campus Environmental Remediation
Activities 0 re uired shall terminate by a letter documenting
submission of t e final report of investigation to the oversight
agency, a d, rthermore, BFG's responsibility under this
Section 7 r. r So th Campus Environmental Costs shall terminate
and be sa isfied to the extent of such required investigation
activities. his c ndition shall conclusively be determined to have
I
o
2-62
.1
106711.ODQ015172405.09
occurred if frer e passage of one year from the submission ofthe
final report of in estigation to the oversight agency, the oversight
agency has not r quired the performance of any additional South
Campus En iro ental Remediation Activity.
(3) Discrete ect A rovals. In the event that South Campus
Environme tal R mediation Activities occur in stages or discrete
elements 0 pare Is, then the termination of BFG's management
responsibili pu ant to Sections 7.3.I(a}(I) or 7.3. I (a)(2) shall
occur for e ch su h stage or element or parcel as documented for
or approve by t e oversight agency by the methods described in
Sections 7. .1(a) I) or 7.3. 1 (a)(2), above, and, furthermore, BFG's
responsibili y u der this Section 7 for South Campus
Environme tal C sts shall terminate and be satisfied to the extent
of such stag or ement or parcel.
(4) Reo ener d S bs uent Event Provisions. If any Section
7.3.I(a)(I)- 3) gency documentation contains a reopener
d t e condition occurs that triggers the reopener
r a 'scovery of a South Campus Environmental
Condition urs pursuant to Section 7.2.14, and either or both of
these event requ es the performance of additional South Campus
Environme tal R mediation Activities, then:
(i) if shan event occurs as a result of BFG activities, BFG
shal have management responsibility for such Remediation.
Acti ities, but only to the extent of such BFG activities.
unti com letion of such management responsibilities is
achi ved' a manner provided for by Sections 7.3. I (a)( 1 ),
7.3. (a)(2, or 7.3.I(a)(3) above, and South Campus
Env room ntal Costs for such Remediation Activities shall
be locat d pursuant to Sections 7.2.\ and 7.2.2 above; and
(ii) ifsu h an vent occurs as a result of Port activities, the Port
shal ha e management responsibility and shall be
resp nsibl for the costs of such Remediation Activities,
but nly t the extent of such Port activities.
BFG Post- rans r Res onsibilities. After transfer of ownership
of the BFG Prop rty to the Port, BFG shall have no management
responsibili y (0 any other obligation or responsibility, as
provided in Secti n 7.2.3) for any South Campus Environmental
Remediatio Acti ities that result from, concern or arise from or in
connection with any South Campus Environmental Condition
which oc s a r such transfer of BFG Property to the Port;
provided, h wev r, that, in addition to its responsibilities under
Sections .3.I( )(1)-(4) above, BFG shall remain solely
(5)
1
-63
(6)
y South Campus Environmental Costs that result
ly from activities ofBFG, but only in proportion
s, after such transfer and until BFG vacates the
(7) Res onsibilities Re ardin Standards in
Ind stria] Use Standards. Notwithstanding the
prOVlSlons f Se tions 7.3.I(a)(1)-(5) above, BFG shall have no
manageme t res onsibility for any South Campus Environmental
Remediati Ac vities required to achieve standards in excess of
Industrial se Standards for the South Campus; provided,
however, i1 termination of BFG management responsibility
pursuant t Se 'ons 7.3.I(a)(1)-(5) above, BFG may elect to
manage, to the ent of any writing signed by an officer of BFG
and by givi g 30 days' written notice thereof to the Pon, any such
South C us nvironmental Remediation Activities required to
achieve st dard in excess of Industrial Use Standards for the
South Cam us.
(b) Selection of Te bnic I and Legal Consultants. The technical
consultants and egal counsel retained by the Port and BFG for
implementing Sou h C pus Environmental Remediation Activities shall
be selected joint! by e Port and BFG, after meeting and conferring;
provided, howeve, tha neither the Port nor BFG is precluded from
retaining technical cons ltants and legal counsel of its own, at its own
expense, to assist i in i pJementing this Agreement.
(c) Demolition Activ' ies. The Demolition of any Structures located on the
South Campus s all b the responsibility of the Port and shall be
performed by the ort; rovided, however, that before the Port removes
any soils, except or re idual soils that are directly associated with the
Structures and are neces arily removed with the Structures, the Port shall
consult with BFG con ing such soils If the Port demolishes any
Structure that re Its n exposing contaminated soils beneath such
Structure, the Port shall place a cap (temporary or otherwise) over such
soils until the Port egin the process of constructing new Structures in the
area of the S cture s) to be demolished in accordance with a
Development Plan. Ifth Port chooses to demolish a Structure earlier than
would be necess und r an applicable Development Plan, then the Port
10671'.??oo15172405.09
(d) d Storage Tanks. Closure and removal of any
anks located on the South Campus shall be
performed by SF. application or applications to the Underground
Storage Tank Cle p F nd or any other similar fund shall be submitted
and pursued by BF and the Port when required by Section 7.2.9 above.
(e) e Port shall not be precluded from implementing
dard irrigation plan for the South Campus and
egion.
for y increased South Campus Environmental Costs
earl Demolition action.
(f) weu Installation,
(1) To carry 0 agement provisions oflhis Section 7.3, BFG
may need ins I, operate, maintain or close one or more wells to
monitor or extr groundwater or soil vapor. After receipt of
reasonable van notice from BFG, the Port and the City agree
to grant, 0 r nable terms, access to portions of the property
within the Sa ont, or adjacent thereto, under their control,
including e BF Property after its transfer, for the installation,
operation, . nt nance and closure of groundwater monitoring,
soil vapor 0 ion wells.
(2) .th is cooperation responsibilities under Section 7.5
sh II not install, operate, maintain or close a
groundwate mon oring, soil vapor, or extraction well in a manner
that unreas nabl interferes with the activities or property of the
POrl or its t nants
(i)
e and viable development plan exists for the
pus or a portion of the South Campus and the
Bo d of ort Commissioners has selected, in accordance
with its e tablished and normally applicable procedures, a
qual fied eveloper to implement this development plan
(coli ctiv y "Development Plan");
r Exemption
Port Bona Fide
(g)
(I)
Criteria. This exe ptio from Section 7.3 management of environmental
matters requireme s sha I apply if the following criteria are met:
(ii)
The opment Plan requires the implementation of
So pus Environmental Remediation Activities in
ord to achieve the land use( s) established by the
Dev lopm nt Plan;
106711.OOJ01S 1n'D5.08
3
2-65
106711.000015172405.09
(iii) one remediation option, other than the no action
xists to implement such South Campus
nta! Remediation Activities; and
(iv) G-selected South Campus Environmental
Re edia on Activity would by itself materially adversely
affe t im lementation of the Development Plan by, for
exa pie, materially affecting the time of completion or
mat riall affecting the scope of the development.
(2) Decisions 0 Gr ter Than $5.6 Million. If at the time the above
criteria are met, South Campus Environmental Costs have not
exceeded $ .6 m Ilion (and implementation of the South Campus
Environme tal R mediation Activity desired by the Port would not
cause such osts 0 exceed $5.6 million), the Port may select the
least costly Sout Campus Environmental Remediation Activity
that will i pIe ent tbe Development Plan while reasonably
eliminating the material adverse impact to the development
proj ect.
(3) Decisions bove $5.6 Million But No Greater Than $7 MiUion.
If at the ime the above criteria are met, South Campus
Environm al C sls have exceeded $5.6 million but are no greater
than $7 'lIion (or implementation of the South Campus
Environme aI R mediation Activity desired by the Port would
cause such costs to exceed $5.6 million but not to exceed $7
million), th n the Port sball not have the right to select the South
Campus E viro ental Remediation Activity witbout BFG's
concurrence In such event. the Port and BFG shall meet and
confer in an atte pt to select a mutually agreeable South Campus
Environmen I R mediation Activity that complies with Section
7.1.3. If the Port d BFG are unable to agree on a South Campus
Environmen al R ediation Activity, the matter shall be submitted
to binding bitrat on pursuant to Section 9.5.3 below.
(4) Decisions 7 Million. If at the time the above criteria are
met, South us Environmental Costs have exceeded $7
million (or mple entation of the South Campus Environmental
Remediatio Acti 'ty desired by the Port would cause such costs to
exceed $7 ilIion, then the Port shall not have the right to select
the South C pu Environmental Remediation Activity, and BFG
shall have t e sol and exclusive right to select the South Campus
Environmen aI Re ediation Activity
(5)
Implemcn tion
South Camp s En
this Section .3.1
osts. Tbe costs incurred in implementing the
ironmental Remediation Activity selected under
) shall be South Campus Environmental Costs,
i
allocated t to Sections 7.2.] and 7.2.2 above. The
provisions ions 7.1, 7.2, 7.3, 7.5 and 7.6 shall apply to the
implement ion f the selected South Campus Environmental
Remediatio Act" ity except to the extent that those provisions are
inconsisten with his Section 7.3.1(g).
(1)
(h) is an exemption from the provIsions of
ing management of environmental matters.
(h) Port-Directed Re edia ion
106711 000015172<t05.09
This Secti n 7.
Section 7.3
(2)
The require
of this Section 7.3(h) are as follows:
FIRST:
(i) Wit . n th rty (30) days following the demolition of any
buil ing n the South Campus, BFG shall commence an
add' ional environmental evaluation (which may include, if
app opria e, reasonable surface and subsurface
inve tigat on) in the area of the demolished building.
(ii) Wit in ni ety (90) days following the demolition, BFG in
con ultati n with the Port shall prepare a plan for
Env ronm ntal Remediation Activities for the pertinent
area (or n explanation as to why no remediation is then
nec ssary , and shall submit it to the Port for review.
(iii) In t e ev t the Port agrees with the proposed plan for
Env ronm ntal Remediation Activities, then BFG shall
sub it su h plan to the applicable environmental agencies
for evie and/or approval, and thereupon, within sixty
(60) days following receipt of all required governmental
app ovals and permits, BFG shall commence the
rem diati n.
(iv) ]n t e eve t the Port disagrees with the BFG proposal, then
the ort ay direct a different plan for Environmental
Re ediat on Activities, provided that the estimated cost of
suc plan (together with all other activities directed by the
Port un r this Section 7.3 (h)) shall not exceed
$1, 0,0 Thereupon, BFG shall submit such Port plan
to t e ap licable environmental agencies for review and/or
app oval, and thereafter, within sixty (60) days following
rece pt of all required governmental approvals and permits,
BF s 1 commence the remediation described in the
Port s pi
-67
SECOND:
(v) Wi in th rty (30) days following the delivery by the Port to
BF of e detailed schematic plans of the Port's approved
dev lope, BFG shall commence an additional
env ronm ntal evaluation which may include, if
app opria e, reasonable surface and subsurface
inv stiga . on in the areas where such plans call for the
con tru on or installation of buildings or other
imp ove ents.
(vi) nety (90) days following the receipt of sucb
plans, BFG in consultation with the Port shall
plan for Environmental Remediation Activities
for the oresaid areas (or an explanation as to why no
diati n is then necessary), and submit it to the Port for
(vii) ent the Port agrees with the proposed plan for
En iron ental Remediation Activities, then BFG shall
sub it s ch plan to the applicable environmental agencies
for revie and/or approval, and thereupon, within sixty
(60 day following receipt of all governmental approvals
and perm s, BFG shall commence the remediation.
(viii) In t e ev nt the Port disagrees with the BFG proposal, then
the Port may direct a different plan for Environmental
Re edia' on Activities, provided that the estimated cost of
pIa (together with all other activities directed by the
und r this Section 7.3(h)) shall not exceed $1,000,000.
Th p, BFG shall submit such Port plan to the
app icabl environmental agencies for review and/or
app oval, and thereafter, within sixty (60) days following
rec ipt 0 all required governmental approvals and pennits,
BF sh I commence the remediation described in the
Po's pi
(3) The said 1,00 ,000 shall be a shared cost pursuant to the
allocation of South Campus Environmental Costs under
Section 7.2.2, an shall also be counted for purposes of application
of Section .3(g)
7.4 Allocation of Envir nme tal Costs and Management Responsihilities for
Other Identified Properties,
7.4.1 Port Parcel and SDG&E Land North of H Street.
lQ871',0lXXl15 '724~.og
46
-68
(a) Managem ot poosibility. BFG shall have environmental
management responsibility for pe orm' g Environmental Remediation Activities, if BFG
determines that such activities e n ssary, for the Port Parcels and that part of the
SDG&E Land that is located no ofH Street.
(b)
1.
(I)
G shall not be responsible for any Environmental
'ng to Port Parcel No. 1 that result from, concern
or se from or in connection with Environmental
Con ition existing prior to BFG's ground lease of Port
Par el N . I, and the Port shall be responsible for such
En ronm ntal Costs, provided, however, that the Port's
resp nsib' ity for the costs of such Environmental
Re edia n Activities:
(A)
I be limited to
R ediation Activities
In ustrial Use Standards,
those Environmental
necessary to achieve
(B) sh 11 extend only until the types of requirements set
ou in Sections 7.3.I(a)(I)-(3) above are met by the
Po ; and
(C) if the agency documentation of the types of
re uirements set out in Sections 7.3.I(a)(I) - (3)
ab ve contains a reopener provision and the
co dition occurs that triggers the reopener provision
or a discovery of an Environmental Condition
oc urs pursuant to Section 7.4.5, and either or both
of these events requires the performance of
En ironmental Remediation Activities, then the
Po shall be responsible for the Costs of such
En ironmental Remediation Activities in the
pr portion to the extent to which each, directly or
in 'rectly, caused such Costs.
(ii)
BFG shall be solely responsible for Environmental Costs
relat ng to Port Parcel No, 1 that result from, concern, or
arise from or in connection with Environmental Conditions
caus d by FG or third parties that first occurred after BFG
exec ted ground lease for Port Parcel No.1; provided,
how ver, BFG's responsibility for the costs of such
Envi onm ntal Remediation Activities:
'067'1,00001517240509
7
-69
(A)
sh 11 be limited to
R mediation Activities
In ustriaJ Use Standards,
those Environmental
necessary to achieve
(B) sh 11 extend only until the types of requirements set
o t in Sections 7.3.I(a)(I)-(3) above are met by
B G, and
(C) if the agency documentation pursuant to
S ctions 7.3. I (a)(I)-(3) above contains a reopener
pr vision and the condition occurs that triggers the
re pener provisIOn or' a discovery of an
E vironmental Condition occurs pursuant to
S ction 7.4.5, and either or both of these events
re uires the performance of Environmental
R mediation Activities, then BFG shall be
re ponsible for the costs of such Environmental
R mediation Activities.
(2) Port Parcel No. and SDG&E Land North ofH Street. BFG shall
not be res onsib e for any Environmental Costs relating to Port
Parcel No. or at portion of the SDG&E Land north ofH Street
that result from, concern, or arise from or in connection with
Environme tal onditions existing prior to transfer of these
properties t BF and the Port shall be solely responsible for such
Environme tal osts; provided, however, that the Port's
responsibir y fo the costs of such Environmental Remediation
Activities:
(i) shal be limited to those Environmental Remediation
Act vities necessary to achieve Industrial Use Standards,
(ii) shal exte d only until the types of requirements set out in
Sec ions .3.I(a)(I)-(3) above are met by the Port; and
(iii) if t e ag ncy documentation of the types of requirements
set out i Sections 7.3.1 (a)(I)-(3) contains a reopener
pro ision and the condition occurs that triggers the
reo ener provision or a discovery of an Environmental
Co ditio occurs pursuant to Section 7.4.5, and either or
bot of these events requires the performance of
En ron ental Remediation Activities, then:
(A) fo a condition that existed prior to transfer of the
pr perty to BFG, the Port shall be solely
re ponsible for the costs of such Environmental
R mediation Activities, and
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(B) fi r a condition that 0 ccurs after transfer of the
p operty to BFG, BFG shall be solely responsible
fi the costs of such Environmental Remediation
A tivities.
Provided, however, that any En iron ental Costs which are incurred to remediate an
Environmental Condition that eX sts i on or under Port Parcel No.2 or SDG&E Land
North of H Street and that resul d fr m BFG activities, but only to the extent of such
BFG activities, shall be costs t t ar allocated pursuant to Sections 7.2.1 and 7.2.2
above.
7.4.2 Rados Pare I an Ageney Parcel.
(a) Trigger. en y shall complete investigation and clean-up of
Environmental Conditions in Ra os an Ageney parcel soils within the earlier of (1) six
months of a request by BFG (0 as s on as possible thereafter if the investigation and
clean-up cannot be completed, espit Agency's diligent efforts, within such 6-month
time period); or (2) the time re uired by an agency order directing remediation of the
Rados andlor the Agency Parcel( ),
(b) Scope or espo sibility. Agem:y's management and remediation
obligations shall be limited to soi s,
(c) Scope of
investigation, with a scope subj
Environmental Conditions exist i
DVes igatioD. Agency shall conduct a Phase II-type
FG's reasonable approval to determine whether
on or beneath the Rados and Agency Parcels.
(d) Cleanup. Ag cy shall perform any necessary Environmental
Remediation Activities based 0 risk based decisionmaking to utilize the most cost-
effective, risk-based remediation stand ds and techniques possible. The level of clean-
up for which Agency shall be re pons' Ie shall be limited to that necessary to allow for
the use of the parcels for parking, offic , industrial or similar uses.
(el Cost Resp Dsib lity. Agency shall be responsible for all costs of
investigation and Environmental Rem diation Activities as required by subsections (a)
through (d) above, Agency sh II no be responsible for Environmental Remediation
Activities or Environmental Clai s:
(I) for ont inant conditions in groundwater;
(2) for envir nmental conditions caused by BFG, its agents,
rep esent tives or independent contractors;
(3)
for envir omental conditions caused after Closing, except
for envi nmental conditions caused by the Agency in
pe ormi g Environmental Remediation Activities or
nth rwis ,
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(I) Completio. ency shall exercise best efforts to obtain a No
Further Action letter from the ount (or other governmental oversight agency with
jurisdiction) that determines tbat "no her action" is required at the two parcels with
respect to Environmental Cond' . ons of the soils. Agency's obligations under this
Section 7.4.2 shall terminate wi resp t to any portion of the parcels for which Agency
obtains sucb a No F urtber Action etter.
7.4.3 Costs Ass ciate With Dredged Material. BFG shall not be
responsible for Environmental C sts r suiting from, or arising out of or in connection
with importation of dredged or fi] mat ial containing Hazardous Substances by or at the
direction of any party other tha BF onto the Nev" Campus or any other Bayfront
property (excluding the South C pus hich is addressed in Section 7.2.4), whether such
importation occurs prior to or sub eque t to the execution of this Agreement.
7.4.4 Costs Asso iate With Dredging. Except for the cost exclusions
associated with dredging activiti set ut in Section 7.2.5 above (which shall be equally
applicable to the New Campus), if other dredging activities on Bayfront property
result in Environmental Costs ssoci ted with the New Campu s due to changes in
groundwater flow or to the sho line beneath or adjacent to the New Campus, these
Environmental Costs shall be aIIo ted ursuant to Sections 7.2.1 and 7.2.2 above.
7.4.5 Contamina 'on iscovery Cutoff. To the extent that Port and/or
City/Agency are liable for En . onm nta] Conditions on the New Campus, the Port
and/or City/Agency shall be Ii ble Iy for Environmental Conditions on the New
Campus that are discovered withi 15 ears after Closing, except that the Port and/or the
City'S/Agency's liability shall b sati fled upon BFG's completion of first-time, post-
Closing permanent development whic shall not include interim uses, such as parking or
storage) of that portion of the New Campus; provided, however, that Port and/or
City/Agency shall also be liabl for y Environmental Condition that is discovered
within an area where such sHi e development has been completed if that
Environmental Condition is di cove d within the aforesaid 15 years and requires
remediation to comply with the lndu rial Use Standard that applied to that first-time
development.
7.5 Other Terms and C nditi os.
7.5.1 Cooperatio
(a) The partie
use best efforts to achieve the m
standards possible for the Sou
property.
agre to cooperate and coordinate in good faith and to
st co -effective, risk-based, industrial use remediation
Ca pus, the New Campus and any other Bayfront
(b) The parties agr to meet and confer and to cooperate in proposing
and implementing any Environ ental Remediation Activity developed pursuant to this
Agreement.
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(c) With respe to ctivities on the South Campus and Port Parcels
and SDG&E Land North ofH Str et:
(1) BF and the Port shall meet and confer, shall exchange
info ti n about successful applications of cost-effective,
risk base , andfor industrial use standards and other useful
info ati n, shall develop proposed least cost industrial use
rem diati n plans for Port or third-party development
pro osals approved by the Board of Port Commissioners
(inc din Development Plans for the South Campus) in
ord to atch cost-effective environmental strategies with
land use evelopment programs, and shall cooperate in
pres ntin remediation proposals to relevant agencies.
(2) he Port shall cooperate in good faith with each
reg ding any communications or interactions with,
or pear ces before, agencies with oversight or other
resp nsibi ity for the properties listed above. The goal is to
reae agr ement on the substance of the communication or
the ppe ance. All written communications shall be sent
to s ch a ncies only after BFG and the Port have met and
co ed regarding such communications and exchanged
dr s of ritten communications for review and comment.
All itte communications and other documents shall he
exc nge between BFG and the Port within a reasonable
time prior to submission of the communication to allow for
revi w d exchange of comments. All discussions
bet een FG and the Port regarding oral communications
shall oc r within a reasonable time prior to the
tion with the agency. If emergency
circ mst ces preclude such prior review, then the Port or
BF shall notifY the other of the communication as soon as
prac icabl thereafter and provide the other with a copy of
any writ n communications. Final copies of any
com uni tion with an agency shall be sent to the other
p BF and the Port shall meet and confer a reasonable
time prio to making any appearance before or meeting
with ag cies with oversight responsibility for the
prop rties isted above.
(I) and t e Agency shall meet and confer, shall exchange
info atio about successful applications of cost-effective,
risk- ased andfor industrial use standards and other useful
info atio, shall develop proposed least cost industrial use
re iati plans for development proposals contained in
ivities on the Rados and Agency parcels:
Cd)
With respe
1067'1.000015172405.09
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dev lop nt plans in order to match cost-effective
env onm ntal strategies with land-use development
pro ams and shall cooperate in presenting remediation
pro osals to relevant agencies.
(2) and the Agency shall cooperate in good faith with
oth regarding any communications or interactions
wi ,or ppearances before, agencies with oversight or
oth r res onsibility for the properties listed above. The
go is 0 reach agreement on the substance of the
co muni ation or the appearance. All written
co muni ations shall be sent to such agencies only after
BF and the Agency have met and conferred regarding
suc co unications and exchanged drafts of written
co muni ations for review and comment. All written
co muni ations and other documents shall be exchanged
been FG and the Agency within a reasonable time
prio to ubmission of the communication to allow for
revi w d exchange of comments. All discussions
be een BFG and the Agency regarding oral
co muni ations shall occur within a reasonable time prior
to e c mmunication with the agency. If emergency
circ ms ces preclude such prior review, then the Agency
or FG s all notify the other of the communication as soon
as ctic ble thereafter and provide the other with a copy
of y itten communications. Final copies of any
muni ation with an agency shall be sent to the other
p FG and the Agency shall meet and confer a
reas nabl time prior to making any appearance before or
00 ing . th agencies with oversight responsibility for the
ertie listed above.
t to e San Diego Regional Water Quality Control
e a signed beneficial uses of the aquifer beneath the
us, t e parties will cooperate in good faith and use best
( e) With resp
Board proceeding to redesignate
South Campus and the New Cam
efforts to achieve redesignation.
7.5.2 enever a permit or approval of a government
agency is necessary to fulfill an pro sion of Section 7, the parties shall cooperate in
good faith to the maximum extent possi Ie to secure such permit or approvaL
en ver Environmental Remediation Activities or
aken by any party, such party shall prepare, as
lans demolition plans, air monitoring plans, soil
de atOOng plans, and any other plans required by
reparing such plans shall coordinate in good faith
ther parties with a reasonable time to review and
7.5.3 Plans.
Demolition actlVltles are unde
appropriate, health and safety
transportation plans, groundwate
federal, state, or local law. The
with the other parties and provid the
106711.0ooo15172405J)9
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comment on such plans in draft fi m b fore the final plan is submitted to the appropriate
agency(ies).
7.5.4 Industrial se S ndard. "Industrial Use Standard" shall mean
the remediation standard adopte by e agency or agencies with relevant oversight
responsibility, either (i) on its or eir 0 initiative, or (ii) in response to a request from
the Port and BFG for the most cost- ffective, risk-based, industrial use remediation
standards and techniques for a d e10p ent project in accordance with the Port's Master
Plan. The Port andlor BFG sh II co perate in any reasonable appeals from agency
decisions, provided neither the Po FG shall be required to participate in the appeal
For purposes of clarification, "ind t use" is not intended to be narrowly construed to
mean only heavy industrial (i. okestack industries), but may include other
commercial, retail, hotel and simil
7.6 Indemnity and Othe
7.6.1 General. xcep as otherwise expressly provided herein to the
contrary, whenever this Agreeme (in ection 7 or otherwise) specifies that Port or BFG
shall be responsible or liable, in w ole r in part, for any Environmental Costs relating to
the South Campus, the Port Pare Is an lor the SDG&E Parce~ the party assigned such
responsibility or liability shall reI ase, ischarge, indemnify and hold harmless the other
party (Port or BFG, as applicable fro all or that portion of said Environmental Costs
for which the indemnifying party s res onsible or liable. Except as otherwise expressly
provided herein to the contrary, hen ver this Agreement (in Section 7 or otherwise)
specifies that City andlor Agency on e one hand, or BFG, on the other hand, shall be
responsible or liable, in whole 0 in p , for any Environmental Costs relating to the
Agency or Rados Parcels, the pa assi ed such responsibility or liability shall release,
discharge, indemnify and hold h less the other party (City andlor Agency or BFG, as
applicable) from all or that p 'on of said Environmental Costs for which the
indemnifying party is responsible r liab e.
7.6.2 Internal Cos s. E ch party will be responsible for its own internal
costs and also for the costs of its e viron ental consultants and legal counsel, whether on
staff or external consultants or cou sel.
7.6.3 Consequent aI D mages. No party to this Agreement shall be
liable or responsible for any con uent al damages incurred by any other party that are
caused by or result from impleme ation of this Agreement, including, without limitation
from delays in Environmental R medi tion Activities resulting from, concerning, or
arising out of or in connection w th th South Campus, Port Parcels, SDG&E Parcel,
Rados Parcel, or Agency Parcel, 0 fro the performance of environmental management
responsibilities as set out in Sectio s 7.3 and 7.4 above.
. Notwithstanding anything in this Agreement
the other party for penalties or fines imposed by
r fines result from unreasonable actions of the
7.6.4 Peoalties an Fin
to the contrary, no party shall be Ii ble t
a government agency if such pen ties
party incurring the penalty.
1D5711.COJ015172405.09
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7.6.5 Other Fun s. y monies or other consideration that any party to
this Agreement receives (the "R ceivi g Party") from a third party, including but not
limited to insurance proceeds, fi r pa ment or reimbursement of Environmental Costs
resulting from, concerning, or ari ing 0 of or in connection with properties described in
this Agreement or for any other. urpo e, shall be solely for the account of, and remain
the sole and separate property f, th Receiving Party (excluding, however, monies
received with respect to South amp s Environmental Costs from the Underground
Storage Tank Fund or any othe fun identified in Sections 7.2.9 or 73.1 (d), which
monies shall be distributed in a cord nee with Section 7.2.9 above), and shall not be
included in any way in the ac unt' g for or sharing of such Environmental Costs
pursuant to this Section 7, and sh I not otherwise be included as an offset to or reduction
of any other liability or obliga ion hich any party to this. Agreement has to the
Receiving Party.
Section 8.
CLOSING
8.1 Oosing; Closing ate. It is the intention of the parties that all the
transactions and agreements contemplat ein (with the exception of the transfer of the
MTDB Parcel) shall be concluded throu a ncurrent closing (the "Dosing"). It is also the
intention of the parties that'the Closing 0 cur n later than September 8, 1999, or such other date
as is mutually agreed to among the parti s (th "Dosing Date') Unless the parties otherwise
agree, the Closing shall not occur un ess d until: (a) this Agreement and the Related
Agreements have been approved by the g ve g bodies of each of the parties; (b) the Board of
Port Commissioners has reviewed a site harac erization of the South Campus and has exercised
its sole and absolute discretion to proce d wi h the transactions and agreements contemplated
herein based upon the results of the site ar erization and to submit them for approval by the
SLC; (c) the SLC has approved the land trans ers set forth in Sections3.1.I and 3.1.2 and all
other transactions and agreements cont mpl ed herein for which SLC approval is legally
required; and (d) except for minor and icon quential matters, all of the obligations of each
party to each of the other parties under t s ement and the Related Agreements that are due
prior to or contemporaneously with the CI sing have been met.
Section 9.
GENERAL PROVISION
9.1 Claims and Fees.
9.1.1 Indemnity bliga ions. In each provision in this Agreement where
any party has agreed to assume, s are 0 retain, or to indemnifY and hold any other party
harmless from, a liability or oblig tion, uch assumption, sharing, retention or indemnity
and hold harmless of the other sha I be eemed to mean an assumption, sharing, retention
of and hold harmless from, and inde nity against, all liability, losses, costs, expenses
and damages which the party ind mni ed hereunder may suffer from the failure of the
indemnifYing party to payor perfi rm such assumption, sharing, retention and
indemnification, and all reasonabl alto eys' fees incurred in connection therewith, and
costs of investigation, defense, settl ent, judgments and collection thereof (such
liability, losses, costs, expenses an da ges are referred to as "Daims and Fees')
106711.00001517240!5.01l
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9.1.2 Notice of T ird arty Claims. The party seeking enforcement of
the obligations hereunder (the" tifyi g Party") shall notify the other (the "Responding
Party") within 10 days of the N tifyin Party's receipt of written notice from any third
party of any act, omission or CCUIT nee with respect to which the Notifying Party
intends to seek Claims and Fees n ace rdance with this Agreement, and ifrequested by
the Responding Party, shall aIs su ly to the Responding Party all records, data.
contracts and documents reaso bly lated to such third pany claim to enable the
Responding Party to evaluate sue clai for purposes hereof. Both parties shall attempt
to agree upon a mutually satisfa ry a orney to represent them and to agree upon which
party shall control the defense 0 the laim and shall have the authority to approve any
proposed settlement or compro . se. If no such agreement can be reached, or if the
Responding Party does not reply to th Notifying Party within 10 days from the date of
such notice, each party may desi nate . s own attorney, whose fees shall be compensable
as a Claim and Fee to the p who is later determined to be entitled to be paid its
Claims and Fees by the other. eth or not any such agreement can be reached or the
Responding Party does or does not eply, each party shall reasonably cooperate in
providing information and testim ny t assist in the defense of the matter, and the costs
thereof (including out-of-pocket pen es) shall be a part of the Claims and Fees which
shall be paid by the party who i lat determined to be responsible therefor under the
assumptions or retentions of/iab. ity a d other provisions for indemnification under this
Agreement.
9.2 Force Majeure. No party shall be held responsible or liable for an inability
to fulfill any obligation under this Ag erne t by reason of an act of God, natural disaster,
accident, breakage or failure of equipme , thi d-party litigation, strikes, lockouts or other labor
disturbances or disputes of any char cter, interruption of services by suppliers thereof,
unavailability of materials or labor, ra onin or restrictions on the use of utilities or public
transportation whether due to energy sho age or other causes, war, civil disturbance, riot, or by
any other severe and unforeseeable oceu enc that is beyond the control of that party (a "Force
Majeure").
9.2.1 Notice. ny p y (the "Affected Party'') relying on a Force
Majeure shall (x) give the othe parti s written notice thereof within 15 days of first
becoming aware of the existenc of ch, (y) take all such actions as are reasonably
necessary or beneficial to termin te th act of Force Majeure as promptly as reasonably
possible and (z) request, in writi g, an extension of time which shalt be granted for the
anticipated period of the enforce del y, or for such longer period as may be mutually
agreed upon.
9.2.2 Efforts to ini ize. The parties shall use their reasonable best
efforts to minimize potential adv se e ects from such Force Majeure.
9.2.3 Option to erm nate. In the event that the act of Force Majeure
(x) cannot be terminated within 3 day from the date of notice thereof and the continued
inability thereafter of the Affecte Part to comply with the provisions of this Agreement
shall cause the failure of material consi eration to another party (the "Injured Party''), or
(y) involves the failure of the p y to ake any of the land transfers provided for herein,
106711..000015172405 og
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then, in either such event, the ~ured Party shall have the right in its sole discretion,
notwithstanding any other provisi n of his Section 9.2, to terminate this Agreement upon
providing written notice of such t in tion to the other parties.
9.3 Time of the Essence Tim is of the essence of each and every obligation of
the parties under this Agreement.
9.4 Independent Contra tors Each party is an independent contractor and shall
be solely responsible for the employmen , acts omissions, control and directing of its employees.
Except as expressly set forth herein, n thi contained in this Agreement shall authorize or
empower any party to assume or create y ligation or responsibility whatsoever, express or
implied, on behalf of or in the name of y 0 er party or to bind any other party or make any
representation, warranty or commitment n be alf of any other party.
9.5 Dispute Resolution.
9.5.1 Mediation. In th event of any dispute or disagreement between or
among the parties arising out f or relating to the terms, conditions, interpretation,
enforceability, performance, bre h, 0 any other aspect of this Agreement or any of the
Related Agreements ("Dispute' sue parties shall first attempt to resolve the Dispute
informally. In the event the isput is not resolved informally, prior to and as a
precondition to the initiation of y Ie al action or proceeding, the parties shall refer the
Dispute for mediation to the ne est r gional office of Judicial Arbitration & Mediation
Service Inc. (JAMS), or any su esso thereto or, if none, to the American Arbitration
Association (AAA) (the "ADR Prov der''). The Dispute shall be mediated through
informal, nonbinding joint confe enee and/or separate caucuses with an intpartial third
party mediator who will seek t gui e the parties to a consensual resolution of the
Dispute. The mediator shall be s lecte by mutual agreement of the parties from a list of
mediators with significant exper ence real estate matters to be provided by the ADR
Provider. If the parties are una Ie to gree upon the mediator, the ADR Provider shall
select the mediator. The mediati n pr ceeding shall be conducted within 30 days (or any
mutually agreed longer period) a er r ferral, and shall continue until any party involved
concludes, in good faith.. that th re is 0 reasonable possibility of resolving the Dispute
without resort to a legal action 0 proc eding. All costs of the mediation shall be shared
equally by the parties involved. Each party shall bear its own attorneys' fees and other
costs incurred in connection with the ediation.
9.5.2 Institution of L aJ Action. In the event the parties are unable to
resolve the Dispute through m iatio in addition to any other rights or remedies, any
party may institute a legal actio to c e, correct or remedy any default, to enforce any
covenants or agreements herei or 0 enjoin any threatened or attempted violation
thereof, to recover damages for a y de ault, or to obtain any remedies consistent with the
purpose of this Agreement.
9.5.3 Arbitratio of pecified Disputes. Any dispute or controversy
concerning or relating to vir nmental management matters described in
Section 7.3. I (g)(3) that is not r solve by mediation in accordance with Section 9.5. I
106711.00001517'2405.09
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shall be resolved by arbitration in aCCD dance with the terms and procedures set forth in
this Section 9.5.3.
(a) Selection 0 Arb trator. The Port and BFG shall jointly select an
arbitrator who shall have the fi How ng qualifications and experience: (i) licensed
professional engineer; (ii) fifteen (15) ears' experience in environmental remediation.
(iii) experience with risk-based nvir nmental remediation, and (iv) experience with
industrial use remediation standar s and techniques.
(b) Proceeding. T arbitration shall be conducted in the San Diego
Dffice of JAMS (or AAA, as app icabl ) in accDrdance with its commercial arbitration
rules, except as specifically modi ed b this Section 9.5.3. If at any time JAMS ceases
to exist, the arbitration shall l> co ducted by the local branch of the American
ArbitratiDn AssDciation in accor ance ith its commercial arbitration rules, except as
specifically mDdified by this Se tion .5.3. The parties shall be entitled to cDnduct
discovery in accordance with Cali Dmi Code of Civil Procedure 9 1283.05, except that
the permission of the arbitratDr is ot n essary to conduct depositions The parties shall
each pay fifty percent (50%) ofth fees barged for the arbitration.
(c) Governing Law. The arbitrator shall base his/her decision in
accDrdance with the law Dfthe Sta e of alifornia.
9.6 No Joint Venture. N thin in this Agreement shall be deemed to create any
form of business Drganization between th part es, including, withDut limitation, a joint venture
or partnership.
9.7 Applicable Law. his
accordance with the laws of the State ofC ifo
eement shall be construed and enforced In
9.8 Notices. All nDtices, em ds and correspondence required or provided fDr
under this Agreement shall be in writing nd d livered in person, sent by certified mail, postage
prepaid or sent by a nationally recogn' d 0 ernight courier that provides documentation of
delivery.
Notices to the Port shall be add
San Diego Unified Port Di
3165 Pacific Highway
P.O. Box 120488
San Diego, CA 92112-048
Attention: Executive Direc r
With a copy to:
San Diego Unified Port Di rict
3165 Pacific Highway
P.O. Box 120488
106711.COJ0151724C5.09 7
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San Diego, CA 92112-048
Attention: Port Attorney
Notices to the City shall b addr ssed as follows:
City ofChula Vista
276 Fourth Avenue
Chula Vista, CA9191 0
Attention: City Manager
Notices to BFG shall be a dress d as follows:
BFGoodrich Aerospace A ost ctures Group
850 Lagoon Drive
Chula Vista, CA 91910-2 98
Attention: Art Sellgren
With a copy to:
McCutchen, Doyle, Bro & E ersen
1331 N. California Blvd., uite 00
P.O. Box V
Walnut Creek, CA 94596
Attention: GeoffTey Rob' son
And a copy to:
BFGoodrich Aerospace A ro Clures Group
850 Lagoon Drive
Chula Vista, CA 919]0.2 98
Attention: Group Counsel
A party may change its a dres by giving notice in writing to the other party in
the manner provided above. Thereafter, otic s, demands and other correspondence pertinent to
this Agreement shall be addressed and tr nsmi ted to the new address.
9.9 Rules of Constru tion. The singular includes the plural; "shall" is
mandatory, and "may" is permissive. e pa ies acknowledge and agree that each of the parties
and each of the parties' attorneys have arti' ated fully in the negotiation and drafting of this
Agreement. In cases of uncertainty as to the eaning, intent or interpretation of any provision of
this Agreement, the Agreement shall be ons ed without regard to which of the parties caused,
or may have caused, the uncertainty to exist No presumption shall arise from the fact that
particular provisions were or may have been drafted by a specific party, and prior versions or
drafts of this Agreement shall not be us to i terpret the meaning or intent of this Agreement or
any provision hereof
1C67".OO001S1n405.01l
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9.10 Severability. If an pro 'sion of this Agreement is held invalid, void or
unenforceable but the remainder of the, gree ent can be enforced without failure of material
consideration to any party, then this Agr eme t shall not be affected and it shall remain in full
force and effect, unless amended or m difie by mutual consent of the parties. Provided,
however. that if the invalidity or unenfor eabili y of any provision of this Agreement results in a
material failure of consideration, then thf party adversely affected thereby shall have the right in
its sole discretion to terminate this Agree ent pon providing written notice of such termination
to the other parties
9.11 Entire Agreement, Wai en, Amendments. This Agreement, together
with the attached exhibits. constitutes teen re understanding and agreement of the parties.
This Agreement integrates all of the te and onditions mentioned herein or incidental hereto,
and supersedes any and all prior versi ns 0 drafts of this or any other agreement and all
negotiations or previous agreements, in ludin but not limited to, the Letter of Intent dated
August 6, 1998, between the parties with resp to all or any part of the subject matter hereof.
To the extent that there are conflicts or co istencies between this Agreement and any prior
agreement (including, without limitation the P rt Property Agreements), the provisions of this
Agreement shall prevail. All waivers oft e pr visions of this Agreement must be in writing and
signed by authorized representatives ofth Po City and BFG. The waiver by any party of any
term, covenant, agreement or condition c ntain d in this Agreement shall not be deemed to be a
waiver of any subsequent breach of sa e or any other term, covenant, agreement or
condition, nor shall any custom or pra tice hich may grow up among the parties in the
administration of this Agreement be cons ed 0 waive or lessen the right of any party to insist
upon performance in strict accordance wit all f the provisions of this Agreement.
9.12 Further Action. E ch p agrees to take all further actions reasonably
necessary to implement this Agreement.
9.13 Exhibits. The folIo hibits are incorporated herein and made part of
this Agreement.
pus reference: Section L 1)
New Camp s (re~ rence: Section 1.3)
Site Map (r feren e: Section 2.105)
Transfer Pa ment (reference: Section 5.1)
Covered Ar as (r ference Section 2.23)
H Street E nsio (reference: Section 4.2)
Marina P kwa Realignment (reference: Section 4.3)
Rados Par Eas ment Area (reference: Section 6.2. I (b))
Exhibit A:
Exhibit B:
Exhibit c:
Exhibit D:
Exhibit E:
Exhibit F:
Exhibit G:
Exhibit H:
n Costs. Except as specifically set forth in this
Agreement, each party to this Agreement shall ear its own costs, including, without limitation,
attorneys' and consultants' fees, incurred' con ection with any negotiations, strategic planning,
analysis and due diligence related to this gree ent.
106711.0000'1511240S 09
9
-81
9.15 Captions. The he ing and captions in this Agreement are solely for
convenience of reference and shall not ect e meaning or interpretation of any of the terms of
this Agreement.
9.16 Assumption of Re pons bility. Except as otherwise expressly provided
herein to the contrary, whenever this Ag eeme I specifies thaI Port or BFG shall be responsible
or liable for any cost, activity or other 0 ligati n, such allocation of responsibility or liability is
intended to exist and apply only as be een on and BFG and shall not create or expand any
responsibility or liability to any other p y, a d shall not preclude any claims for responsibility
or liability against any other party.
9.17 Successors and As igns. No interest in any right or remedy of any party
under or relating to this Agreement i sub' ect to any assignment, hypothecation or other
alienation, whether voluntary or by opera ion 0 law, without the express prior written consent of
each party against whom such right or erne may be enforced, which each such party may
grant or withhold in its absolute discret on. y purported assignment without such consent
shall be null and void.
9.18 Third Parties. No bing n this Agreement, whether express or implied, is
intended to do any of the following:
(a) confer any bene s, ri hts or remedies under or by reason of this
Agreement on any persons other than the expre s parties to it;
(b) relieve or discharg the bligation or liability of any person not an express
party to this Agreement; or
1067".??oo15172405.00
60
-82
.1
(c) give any person ot
subrogation or action against any party to this
IN WITNESS WHEREOF, this A
and year first above written.
Port:
City:
Redevelopment Agency:
BFG:
Approved as to form
Approved as to form:
101:1111.000015 "20lil05.09
express party to this Agreement any right of
greement.
ent has been executed by the parties as of the day
S
OF CHULA VISTA, a municipal corporation
By:
Mayor
RE EVELOP!vIENT AGENCY OF THE CITY OF
C A VISTA, a redevelopment agency
By:
RO INC., operating as BFGOODRICH
AE OSPACE AEROSTRVCTVRES GROUP, a
Dela are corporation and wholly owned subsidiary
ofT BFGOODRICH COMPANY
I
-83
Ex ibit A
(refer nced "n Section I.l)
istin Campus
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RELOCATIOII AGREE.EIIT
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SITE MAP
-89
( refe~
Tra
cres Price/SF Amount Payable
by Port to BFG2
Port Acquisition of
ofBFG's South Campus; n/a n/a S 16.467.5 [43
BFG Property Acquisitions: Amounts Payable
by BFG to Port, City
From Cirv:
Agency Parcel 3.65 $ 8.00 SI,271,952
Rados Parcel 3.02 S 8.00 SI,052,409
From Port:
Port Parcel I 9.99 S 8.00 $3,481,315
Port Parcel 2 (5.0 gross acres) 3.3 $ 8.00 SI,149,984
SDG&E Parcel 7.41 $ 2.00 S645,559
MTDB Parcel 2.44 $ 2,00 S212.573
Total S7.813 792
Cash Balance to BFG at Closing $8.653.721
1 Acreage and resulting purchase prices subject
accordance witb Section 5.2.
post osing adjustment based upon verified parcel sizes, in
2 Port is also depositing into escrow $675,639 to
and/or disbursed pursuant to Section 3.6.3.
app ed toward Transfer Activities pursuant to Section 3.6.1
3 This figure is based upon (1) a valuation of $8.0
37.58-acre parcel size, subject to post Closing alij
the Agency and Rados Parcels; and eili) an intere
per uare foot for the BFG Property based upon an estimated
Ime under Section 5.2; (ii) a paving allowance of $871,636 for
buyd wn of $2,500,000.
4 The price to be paid by BFG for Port Parcel 2 i
parcel, equal to 3.30 acres.
on the current estimate of the net usable acres of the
106711.000015172405.09
-90
Ex ibit E
(refere ced i Section 2.23)
over d Areas
106111 000015 1n405.09
I
I
-91
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ibit F
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treet Extension
108711,0000151n405_09
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~ INOICATES BUilDINGS TO BE REUO\'ED
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PROOUCTlON r..clllTY - LARGE ONE-STO~Y BLOCK STRUCTURE
PRODUCTION fACllm - LARGE ONE-STORY BLDCK STRUCTuRE
AQ...INISTRAlllIt: OFFICES - ONE -STORY WOOO STRUCRiRE
Of'nCES AND CAF'ETERlA. - TWO-:5tORY STvCCO STRUCTURE
ENGINEERING AND AOt.lIMSTRATM OfFICES - ONE-STORY BLOCK STRUCTURE
INSPECTlQ"f FACIUTY - ONf-STORY P.lETAL AND CON:R[TE STRUCT1JRE
TRANSPORTATlON FACIU1Y - ONE-STooY NEl.lll. STRuCruR[
PRooucrlON FACILItY - LNtGE ONE-STORY BLOCK STRUCTURE
TIlAHSPORTATtON OFFICE - ONE-STOftY BLOCK STRUCTURE
GUARb SHAQ< - SI.lAU. ONE-STORY METAl STRUCTURE
orneE FACILITY LfASfO TO THE CITY Of CHULA VlST"
ONE STORY "'[TAL STRUCTURE
PRODUCTION fACIUTY - ONE. STORY STEEL RIGID FR,mE STRUCTURE
QUALIT'r' ASSURANCE F,6(;IUTY - ONE -STORY WOOD STRuCTURE
GARAt;E - ONE-STORr P.lETAL STflUCTURE
SAlVAGE YAAO OfFICE - TRAilER
TRANSPORTATION SHOP - ONE STORr METAL S~RUCTIJRE
W.lREHOUS[ - V<RGE ONE-STOIn CONCRETE TILT -up STRUCTURE
WAREHOUSE - l'RGE: ONE-STORY COMCRETE TILT-UP STFlUCTURE
WAREHOUSE - L.ARGE ONE-STORY CONCRETE TILT -up STRUCTURE
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PROPOSED FUTURE EXTENSION OF
"H" ST, WEST OF MARINA PKWY
(CLASS 2 COLLECTOR)
NO SCALE
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AUGNMENT 1
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PORT OF SAN DIEGO
UNIFIED PORT DISTRIC"
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StEET 1 . EXHIBIT
Ex "bit G
(refe ced Section 4.3)
Marina ar ay Realignment
10El711.Cl0ll015172405.09
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-95
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MAMtA PARtCWAY
ALICIMiIENT 1
PORT OF SAN DIEGO
UNFlED PORT DISTRICT
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Oil NOYEMIlER 18118 8M!ET" ElOBT A
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Exhi itH
(referenc in ection 6.2.1(b))
Rados P rcel! Easement Area
I) The blacked-out area marked on t e att ched map of this Exhibit H is the Easement
Area. The map is not to scale.
2) The size of the Easement Area s all n t exceed 1,500 square feet, without BFG's
prior approval.
3) City! Agency and BFG shall meet d co fer prior to BFG's development of the Rados
Pared, or City! Agency's installati n of an "entry statement" in the Easement Area.
The parties shall use best efforts to insur design and architectural compatibility among
the entry statement and parcel dev lopm nt.
bfg-r.I.ExhibiI.H
I
.1
-97
lru
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Ex ibit H
(Refere eel i Section 6.2.1(b))
Rados aree asement Area
i
.1 -98
J
78
79
AMENDMENT TO RELOCA nON AGREEMENT
THIS AMENDMENT TO RELOCA TroN AGREEMENT (hereinafter referred to
as "Amendment'') is made and entered into effective this 1st day of November, 1999, by and
among the CITY OF CHULA VISTA, a municipal corporation ("City''), REDEVELOPMENT
AGENCY OF THE CITY OF CHULA VISTA, a redevelopment agency formed pursuant to
Health and Safety Code 9S 33000 et seq. ("Agency''), SAN DIEGO UNIFIED PORT
DISTillCT, a Port District formed pursuant to Harbors and Navigations Code App. 1, 99 1 et
seq. (hereinafter referred to as "Port'') and ROHR, INC., operating as BFGoodrich Aerospace
Aerostructures Group, a Delaware corporation and wholly owned subsidiary of The BFGoodrich
Company (hereinafter referred to as "BFG''). All references in this Amendment to
"City/Agency" shall refer collectively to City and Agency. City, Agency, Port and BFG are
from time to time hereinafter referred to individually as a "party" and collectively as the
"parties. "
A. BFG, Port and City/Agency have entered into that certain Relocation
Agreement dated J LIly 13, 1999 (the "Relocation Agreement'').
B. The parties now wish to amend the Relocation Agreement as set forth
below.
NOW, THEREFORE, the parties agree as follows:
1. All references in the text and captions of Section 7.3. 1 (g)(3) and (4) to "$7
Million" are changed to "$12 Million."
2. Section 7.2.12 is amended by deleting the second sentence and replacing it
with the following: "Permanent dewatering activities shall not be permitted in connection with
the development of the South Campus."
3. The following is added as new Section 7.2.15:
"7.2.15 Onsite Incineration. Onsite incineration shall not be permitted
in connection with South Campus Environmental Remediation Activities."
4. The following is added to the end of Section 7.5.1(c)(2):
"Responsive compliance with agency directives shall be required,
provided that this shall in no way alter or diminish any ofBFG's'or the
Port's rights under this Agreement or under law."
5. Except as expressly amended hereby, the Relocation Agreement shall
remain unmodified and in full force and effect. As of the effective date of this Amendment, the
term "Relocation Agreement" shall mean the Relocation Agreement as amended by this
Amendment.
30121689.1J1.423D-0039
2-99
6. This Amendment has been drafted through ajoint effort of the parties and
their counsel and no provision hereof shall be construed in favor of or against any of the parties
by virtue of any rule of construction in favor of the non-drafting party.
6. This Amendment constitutes the parties' entire agreement and
understanding with respect to all matters referred to in this Amendment. There are no
representations, agreements, understandings or covenants among the parties relating to the
subject matter of this Amendment except as specifically set forth in this Amendment. This
Amendment integrates all of the terms and conditions mentioned herein or incidental hereto, and
supersedes any and all prior versions or drafts of this Amendment and all discussions and
negotiations preceding it. No amendment or modification of this Amendment shall be effective
unless expressly set forth in writing and executed by the parties. This Amendment may be
executed in counterparts.
IN WITNESS WHEREOF, this Amendment has been executed by the parties as
of the day and year first above written.
Port:
SAN DIEGO UNIFIED PORT DISTRICT
~I .~'
. ," VI:) / -i:
~:e: ....... <r~~' .~
Its:
City:
CITY OF CHULA VISTA, a municipal corporation
Redevelopment Agency:
By: 'rAb//I-<~
Mayor
REDEVELOPMENT AGENCY OF THE CrTY OF
CHULA VISTA, a redevelopment agency
By:
-~~
Chair
BFG:
ROHR, INC., operating as BFGOODRICH
AEROSPACE AEROSTRUCTURES GROUP, a
Delaware corporation and wholly owned subsidiary
of THE BFGOODRICH COMPANY
By:
Name:
lts:
't~~
G. A''''"-t!'"'
PM"~
30121689_1
2
2-100
APPROVED AS TO FORM:
0f~nO&
30121689.1
3
2-101
.' "I
, .
. .
'.
AGENCY-BFG LAND TRANSFER AGREEMENT
,dl<f\~1
301l2ll555.46 1423~C39.
2-102
',.
S=tion 1.
Secti on 2.
Section 3.
3.1
3.2
3.3
3.4
3.5
Section 4.
4.1
4.2
4.3
4.4
4.5
4.6
Section 5.
:5'.1
5.2
Section 6.
6.1
6.2
6.3
Section 7.
7.1
3002~5Il"5 14230-0039
(
TABLE OF CONTENTS
PAGE
RECITAL.........................................................................................................................1
DEFlNITIONS .................................................................................................................1
THE AGENCY'S TRANSFER OF THE AGENCY PROPERlY TO BFG ...................2
Transfer of Agency Property...........................................................................................:2
. ,
Purchase Price. ............:....................................................................................................3
Condition of Agency Property. ...................................................................._...._......3
(a)' Environmental Matters. ..............-....-..................................................................3
(b) Physical Condition. .........................................................;.......................................3
~resentations and Warranties of the Agency. .............................................__........3
Condition of Title............................................................................. .................__...........4
THE AGENCY'S TRANSFER OF THE RADOS PROPERTY TO BFG ......................4
Transfer of Rados Property. ...............................-........................._...............................4
Purchase Price of Rados ParceL............................................................._.................._4
Acquisition of Rados Property. ...........-..--.................................................................5
Condition of Rados Property............::..............................................................................5
(a) Environmental Maners. ..........................................................................................5
(b) Physical Condition. .............._.__...,..........._....................................................5 .
Representations and Warranties of the Agency. ..._........_.............._.............._.........5
Condition of Title. .................................................._............._......._.............._............ 6
CONDmONS PRECEDENT -............:........................_.........._..........____..._.......6
Condffioll in Favor of the Agency..............._......_...........................................__.......... 6
Conditions in Favor ofBFG...................................................................__.._...._...... 6
CLOSING ...................................................__..........._..................................................7
Closing Date............................................_..............__......._..................................... 7
Agency's Obligation to Close..................._..:.................................................................. 7
Other Closing Obligations. .............................................................................................. 7
GENERAL PROVISIONS.._....................................................................................... 8
Notices................................................................._._......................._............................8
i
2-103
..-. v"' r I. '":
I.
TABLE OF CONTENTS
(Continued)
7.2 Entire Agreement, Waiver;, Amenclm~ts. --................_............................................... 8(a)
7.3 Exhibits. ................-.........................---...................._..................._._....................... 8(a)
7.4 Specific Performance. ............................-.................._._......._........._...._...._..........8(a}
7.5 General Provisions ofReJocation Agreement Incorporated. ..-.-....................................9
PAGE
3002058.4. 14z;o.o039.
2-104
AGENCY.BFG LA.t~D TRANSFER AGREEMENT
THIS AGENCY-BFG LAND 'I"RANSFER AGREEM::ENT (the "Agreement'') is made
by and berwe..-n REDEVELOPMENT AGENCY OF TEE CITY OF CHULA VISTA, a
redevelopment agency fOImed pursuant to Health and Safety Code 9933000 er seq. (UA~ency"),
and ROHR, lNC., operating as BFGoodrich Aerospace Aercstructurcs Group, a Delaware
corporation and wholly owned subsidiary of The BFGoodrich Company ("BFG"), as of
November 16, 1999 (the "Operative Date'').
The panies agree as follows:
Section 1. RECITALS
The panics, together with the City of Chula Vista and the San Diego UIlilied .Port
District, have entered into that certain Relocation Agreement dated July 13, 1999 (the
"ReIoClZtion Agreement''). The Relocation Agreement requires that BFG and the Agency enter
into this Agreement to provide for, among other things, the transfer to BFG of certain real
property owned or to be obtained by the Agency and located in the Chula Vista Bayfronl, as
shown on the map of the New BFG Campus attached as Exhibit A (the "New Campus Map'j,
all in accordance with 'the terms and conditions of this Agreement.
Section 2. DEFINITIONS
Capitalized terms not otherwise defined in this Agr=i:D.t shall have the following
meanings:
2.1 "Agmpy" means the Redevelopment Agency of the City of Chula Vista, a
redevelopment agency formed pursuant to Health and Safety Code 9 S 33000 ef .eq.
2.2 "Agency Land" shall have the meaning set forth in Section 3.1.
2.3 "Agmcy Property" shall have the meaning set forth in Section 3.1.
2.4 "Agency Property Title Policy" shall have the meaning s_ot forth in Section 3.5.
2.5 ''AgreemeIZt'' means this Agency-BFG Land Transfer Agreement
2.6 ''Assignment of Order of Possession" shall 'have the meaning. set forth In
Section 4.1.
2.7 "Bayfront" shall have the mooning set forth in the Relocation Agreement
2.8 "BEG" means Rohr, Inc., operating as BFGoodrich Aerospace Aerostructures
Group, a Dolaware corporation and wholly oVlIled subsidiary of The BFGoodrich Company.
2.9 "Closing" shall have the meaning set fo~ in Section 6.1.
30020558.'8' 4230.Q03!l
2-105
-,'.
2.10 "Closing Date" shall have the meaning set forth in Section 6.1.
2.ll "Development Agret!Jftent" shall have the meaning set forth in the Relocation
Agreement.
2.12 "Disapproved Exctptions" shall have the meaning set forth in Section 3.5.
2.13 ''EnvU-onmentJtl State" means Environmental Conditions in, on, around or under,
or EnvirOIlIllental Releases from, the applicable property; the existence or non-existence of
Environmental Claims (or threatened Environmental Claims), Environmental Costs or
Environmental Remediation Acti"ities affecting or concerning such property; and/or any other
matter affecting such property that is governed or regulated by applicable Environmental Laws.
2.14 "Escl'ow" means the escrow account established by the parties with the Title
Company.
2.15 "New Campus Map" shall have the meaning set forth in Section 1.
2.16 "Operative Dtzte"means the date oftbis Agreement.
2.17 "Rados BrotheJ's" means the owners of record of the Rados Land as of the
Operative Date.
2.18 "Rtuios Land" shall have the meaning set forth in Section 4.1.
2.19 ''Rados PI'Operty" shall have the meaning set forth in Section 4.1.
2.20 ".Rtuios Property Trtle Policy" shall have the meaning set forth in Section 4.6.
2.:n "Related Agreements" shall have the meaning set for'".h in the Relocation
Agreement.
2.22 "Relocation Agl'eement" shall have the meaning set forth in Section 1.
2..23 "TItle Compuy" means Chicago Title Insurance Company in San Diego,
CalifOJ:nia.
Section 3. THE AGENCY'S TRANSFER OF THE AGENcy PROPERTY
TO BFG
3.1 Transfer of Agency Property. Subject to the terms and conditions of this
Agreement (including splX:ifically :referenced provisions of the Relocation Agreement), the
Agency shall transfer and convey to BFG, by grant deed, a fee Simple interest in the Agency
Property (the "Agency Property"). The Agency Property includes: (a) that certain
approximately 3.65-= portion of real property owned by the Agency and located on Bay
Boulevard south oE Lagoon Drive, as shown generally on the New Campus Map, a legal
jescription of which is attacbcd as Exhr'bit B (the: "Agency Land"); (b) all of the Agency'S right,
30020ssa.40 '4230.0039
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title and interest in any and all appurtenant rights, privileges and easements in and to the Agency
Land, including, ...."ithoUt limitation, all minerals, water, oil, gas and other hydrOCarbon
substances; and (c) all of the Agency's right, title and intcr-...st in all development, air and water
rights relating to the Agency Land.
3.2 Purchase Price. The purchase price to be paid by BFG to Agency for the Agency
Parcel is SI,271,952.
3.3 Condition of Agency Property.
(a) Environmental Matters. The respo~bilities of the Agency and BFG for the
performance, managemenr and costs of enviromnental matters and activities arising in
connection with or concc:ming the Agency Property sha.11 be as set forth in Section 7 of the
Relocation Agr=ent, which obligations shall survive the Agency Property Closing and the
delivery of the grant dee4 for, and conveyance ot; the Agency Property.
(b) Physical Condition. The Agency Land shall be cleared and graded by the Agency to
the contours reasonably required by BFG, at no cost to BFG. BFG shall present a plan for any
required contouring within 12 months after the Closing. The parties shall then, within 90 days
then:a;frer, agree upon a final contouring plan and schedule for its implementation.
3.4 Representations and Warranties of the Agency. Except as speci:fica1ly STared in
this Section 3 and/or Section 7 of the Relocation Agreement, Agency shall convey the Agency
Property to BFG in an "AS IS" condition, with all faults, and, except as specifically stated in this
Section 3.4, Agency makes no representations orwammtie.s to BFG with respect to any aspea of.
the Agency Property, including, without limitation, value; fitness for a particular use or purpose,
physical condition, Enviro=ental State, the status oftitIe, availability of access, ingress, egress,
water or utilities, or any other matters. The Agency represCIlts that, to the best oiits knOwledge:
(a) There is no pending litigation adversely affecting the Agency Property or the
Agency's ability to convey the Agency Property;
(b) With respect to the Agency :Property, there arc no contractual commilInents which
have been made to any govcmmental authorities, utility companies, school districts or other
governmental ag::neies which would impose an obligation on the Ag::ncy or its successors or
assigns to make any contributions or dedications of moncy or land or to construct, install or
maintain any improvements of a public or private nature on or off oithe Agency Property; and
. .
(c) Except for the Relocation Agreement and the Related Agreements, there are no
leases or other agreements affecting title or possessory rights to the Ageney Property which
would. extCIld beyond the Closing Date, except for matters of record affecting title to the Agency
Propeny.
The Agency shall indemnifY, defend and hold BFG hannless from and against any
claims, demands, causes of action, liabilities, losses, costs and expenses, including, without
limitation, attomeys' and experts' fees and costs relating to or arising out of any breach or
3002D.5.5e.46 1A.'230-0C39
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untrUth of the representations and warranties in subparagraphs (a) through (c) above. This
indcnmity shall survive the Agency Property Closing and the delivery of the grant deed for, and
conveyance of, the Agency Property.
3.5 Condition of Title. The Agency, by grant deed, sha11 convey to BFG a fce simple
interest in the Agency Property free and clear of all liens and monetary en=brances, with the
exception of the lien of non-delinquent real estate taxes and assessments not yet due and payable,
and all other liens and encumbrances of record, and subject to the exceptions to title listed in the
Preliminary Report, dated November 4, 1998, issued by the Title Company (Order No.
8810108iS-VIS), excluding those exceptions to title that are reasonably disapproved by BFG.
BFG sh.al1, on or before December 3, 1999, provide Agency with written notice of such
exceptions to title that it reasonably elects to have removed (each, a "Disapproved ExCeptioll'~.
Agency shall cause City to remove any D~roved Exceptions that City is able to remove as a
sole beneficiary, provided that City deten:oines that such disapproved exceptions arc no longer
necesslll)' to serve public purposes; furthermore, Agency and City shall cooperate with BFG (at
no cost to City or Agency) in seeking to remove any third-party Disapproved Exceptions. The
condition of title shall be evidenced by an ALTA policy oftitIe insurance (the ''Age1lcy Propertf
Title Policy") in an amount reasonably requested by BFG showing title vested in BFG subject
only to those exceptions expressly pennitted by this Section 3.5 or otherwise consented to by
BFG.
. Section 4. THE AGEJ.~CY'S TRANSFER OF THE RADOS PROPERlY TO
. .
BFG
4.1 Transfer of Rados Property. Subject to the terms and conditions of this Agreement
(mcluding specifically referenced provisions of the Relocation Agreement), the Agency shall
transfer md convey (or caUse to be transferred and cOllveyed) to BFG, by grant deed, a fee
simple inti::l'eSt in the Rados Property. (the ''Rrulos Property''). Provided, however, that if as of
the Closing Date, the Agency has not acquired title to the Rados Property but is proceeding to .
acquire title by eminent. domain, the Rados Property shall be conveyed to BFG by assignment of
an Order of Possession with rights to after-acquired title ("Assignment of Order OfPDSSl!.Ssion'~.
The Rados Property includes: (a) that certain approximately 3.02-acre real property owned by
Rados Brothers and located at th'e comer of Bay' BouleVllrd and Lagoon Drive, as sho"'I1
generally on the New 'Campus Map, a legal description of which is attached' as Exbibit C (the
u.RJuJ.os Land''); (b) all of the right, title and interest in any and all appurtenant rights, privileges
and easements in and to the Rados Land, in~luding, without limitation, all minerals, water, oil,
gas and other hydrocarbon substances; and (c) all development; air and wat.."'t'rights relating to
the Rados Lmd.
4.1 Purchase Price oC Rados Pnce1. The p=hase price to be paid by BFG to Agency
for the Rados Parcel shall be the amotmt paid by Agency to the private owner thereof; whether
determined. through a volUIltaIy agrec:meur, by settlement, or through a court proceeding, subject
to the limitations set forth in Section 3.2.2(d) of the Relocation Agreement.
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i . 4.3 Acquisition of Rados Property. BFG and the Agency a.:kncwlcdge that the
i Agency has adopted a Resolution of Necessity authorizing the acquisition of the Rados Property
by emio~t domain. In the event that Ag=y is DOt able to acquire the Rados Property
volunt2rily, and either ejects not to complete eminent domain or is unsuccessful in its pllmlit,
and as a result is unable to deliver possession of the Rados Property at the Closing, BFG shall
have the option, in its sole dimetion, of el=cting to receive One Million Fifty-Two Thousand
Four Hundred and Ten Dollars (51,052,410) out of Escrow in lieu of acquisition of the Rados
Property. .
4.4 Condition of Rados Property.
(a) Environmental Matters. The responsibilities. of the Port, the Agency and BFG for
the perfc=ance, management and costs of environmental matters and activities arising in
connection with or concerning the Rados Property shall be as set forth in Section 7 of the
Relocation Agreement, which obligations shall survive the Rados Property Closing and the
delivery of the grant deed for, and conveyance of, the property.
(b) Physical Condition. The Rados Land shall be cleared and graded by the Agency to
the contours reasonably r-...quired by BFG, at no cost to BFG. BFG shall present a plan for any
required contouring within 12 months after the Closing. The parties shall then, within 90 days
thereafter, agree upon a final contouring plan and schedule for its impl=entation. In connection
v..iIh the agreed-upon contouring plan, Agency will arrange for the removal and off-site disposal
of the slab.
4.5 R.epresentations and Warranties of the Agency. Except as specifically stated in
this Section 4 and/or Section 7 of the Relocation Agreement, the Agency shall convey the Rados
ProPerLY in an "AS IS" condition, with' all faults, and, except as specifically stated in this
Section 4.5, the Agency lJll!kcs no representations or warranties to BFG with respect to any
aspect of the Rados Property, inc1udin~ without limitation, value, fitness for a particular use or .
puzpose, physical condition, Enviro=ental State, the status of title, availability of access,
ingress, egress, water or utilities, or any other matters. The Agency represents that, to the actual
knowledge of the Age:ncy pmonnel involved in the acquisition oithe Rados Property:
(a.) O'dler than the pending eminent domaip. proceeding regardmg the Rados Property,
there is no pending litigation adversely affecting the Rados Property or the Agency's ability to
convey the Rados Property;
(b) W"lth respect to the Rados Propf:rty. there are no contIactD.al com;c;utments which
have been made to any gov=ental authorities, utility companies, school district!! or other
gov=ental agencies which would impose an obligation on the Agency or its successors or
assigns to make any contn"butions or dedications of money or land or to coILStruct, install or
maintain any improv=ents of a public or private nature on or off of the Rados Property; and
(c) Except for the Relocation Agreement and the Related Agr=ents, there are no
leases or other agre=ents affecting title or possessory rights to the Rados Property which would
300205SS.4S 14230-0039
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extend beyond the Rados Propeny Closing Date except for matter.s of record affecting title to the
&ldos Property.
~~- ~..
(d) Notwithstanding the foregoing, the parties have ent=cl into an easement agreement
with respect to the Easement .tu-ca of the &ldos Property pursllallt to Section 6.1.1 (b) of the
Relocation Agreement, which may affect the foregoing representatiOns.
The foregoing representations are based UpOIl the actll.a1 knowledge of the Agency
persoIlllel directly involved ~ the acquisition of the Rados Property, without having pcrfonned,
and with no duty to perform, any investigation or inquiry regarding these matters. The Agency
sh.a11 inde~, defend and bold BFG harmless from and against any claims, demands, causes of
action, liabilities, losses, COsts and expenses, including, without limitation, attomeys' and
experts' iees and costs relating to or arising out of any breach or untruth of the representations
and warranties in subparagraphs (a) through (c) above. This indemnity shall survive the Closing,
and the delivery of the grant deed for, and the conveya:nce o~ the Rados Property.
4.6 Condition of Title. The Ag=ncy shall convey to BFG, by grant deed, a fee simple
interest in the Rados Property (or, if applicable pursuant to Section 4.1, an Assignment of Order
ofPossa;sion) free and clear oi all liens and monetary encumbrances, with the exception of the
- -licn'o! n&.-deli:nq~t reaI-. estate taxes and assessments not yet due and payable, and all other
liens and encumbrances of reCord, and subject to the =cptioDS to title listed in the Prelim;,,"'Y
Report, dated. November 2, 1998, i~Sued by the Title Company (Oreler No. 88101089-U1S),
excluding those exCeptioDS to title that are reasonably disapproved by BFG. BFG shall. on or
before December 3, 1999, provide Agency with written notice of Disapproved Exceptions.
Agency sh.a11 cause City to remove any Disapproved Exceptiops that City is able to =ove as a
sole beneficiary, provided that City cleterinines that such disapproved exceptions are no longer
necessaxy to serve public PllIposes; furthermore, Agency and City sbal1 cooperate with BFG (at
no cost to City or Agency) in seeking 10 remove any third-party Disa;pproved Exceptions. The
condition of title shall be cvide!:lced by an At TA policy of title insurance (the "Rados hopury
TrtIe Policy") in an amount reasonably requested by :BFG sllowing title vested in BFG subject
only to those exceptions expressly P=.itted by this Section 4.6 or otherWise consented to by
BFQ .
Section 5. CONDmONS PRECEDENT
5.1 Condition in Favor of the Agency. The Agency's obligation to close l.tD.der
Section 6 and to convey the .Agency Property and Rados Property to BFG is expressly
couditionecl upon the satisfaction of the following condition precedent: BFG shall have fully
pc:zfozmed and complied in all material respects with its obligations, covenants and agreements
with regard to the Agency Property and &ldos Property l.tD.der this A1P-e=ent and the Relocation
Agreement, and.sha!1 not be in default l.tD.der any other provisions of the RelOCation Agreement
5.2 Conditions in Favor of BFG. BFG's obligation to close l.tD.der Section 6 is
expressly conditioned on the satisfaction of each of the following conditions precedent
~002055a.4S 14230-003.9
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(a) The Agency's Compliance. The AgellCY shall have fully performed and complicd in
all material respects with its obligations, COVenants and agre=ents with regard to the Agency
Property and Rados Property under this Agreement and the Relocation Agreeme:tlt, omd all of the
representations and wamuztics made by the Agency in this Agreement shall be materially true
and correct as of the Closing Date.
(b) A.gency Prepared .to Convey the A~ency Property llDd Rados Property. The
Agcncy shall be prepared to proceed with its obligation to convey the Agency Property and
Rados Propcrty to BFG as of thc Closing Date, and shall have caused the docmnents and funds
referred to in Section 6.2 and Section 6.3 to be dclivered into Escrow. .
(c) Title Policies The Title Company shall be ready, willing, and able to issue the
Agency Property Title Polky and the Rados Property Title Policy as of the Closing Date.
Section 6. CLOSING
6.1 Closing Date, It is the pcrties' intention that all of the transactions and agreements
contemplated in this Agreement and the Relocation Agreement (with the exception of the
transfer of the MlDB Parcel, as defined in the Relocation Agre=ent) shall be cOllcluded
through a concurrent closing ("Qosing"). The Closing shall occur with respect to the Agency
Property as soon as practicable after a.pproval of the Relocation Agreement by the Slate Lands
Commission, and, with respect to the Rados Properly, as soon as practicable follOwing
adjudication of the Agency's right to take, or such other date as the' parties mutually agree in
writing (the "Closing Daze"). The Closing, for PllIposes of the tra:nsfen described herein, shall
be deemed to have occ=ed when a duly executed and acknOWledged standard Title Company
grant deed conveying the Agency Property to BFG is recorded in the official records of
San Diego C01Illty and when a duly executed and acknowledged Title Company grant deed (or
Assignment of Order ofPossessioll, as applicable pursuant 10 Section 4.1) conveying the Rados
Property 10 BFG is recorded in the official records of San Diego County.
6.2 Agency's Obligation to Close. Within one day prior 10 the Closing Date, the
Agency shall deliver into Escrow duly executed and acknowledged standard Title Company
gIant deeds (or, if applicable for the Rados Property, an Assignment of Order of Possession) in
favor ofBFG conveying the Agency Property and Rados Property to BFG, subject only to the
exceptions described in Section 3.5, 10 be held Ullnl the Closing. -
6.3 Other Closing Obligations.
(a) Upon the Closing, the Agency shall deliver possession of the Agency Property and
Rados Property in the condition required by this Agreemcm and the Relocation Agreement, frce
and clear of alllenancies and parties in possession.
(b) Each party shall deposit in a timely manner all documents, funds and written
escrow instructions in Escrow with the Title Company as may be nccessll1Y for conveyance of
the AgencY Property and RBdos Property in accordance with this Agreement or as may be
reasonably requested by either party.
3002055B.45 14230..0039
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(c) Transfcr taxes shall be paid by BFG. The COst of the Agency Property Title Policy
and Rados Propcny Title Policy shall be paid by BFG. Escrow fees and all other closing costs
shall be shared equally between the parties. Real estate taxes shall be promc:d as of the
applicable Closing Date based on the best i!Vai.lalile estimate of real estate taxes for the Period
during Which the ClOsing occurs, subject to final adjustment after Closing if ~UCsted by either
party in writing within one year following the Closing Date. AnY'adjUStment shan be based on
the acttlal tax statements received for such period. Each party shall be respoIlSlble for the COsts
of its own Consultants and legal counseL
(d) From and after the Operative Date, the Agency shall not create or consent to any
additiOnal eaSements, leaseholds, tenancies, liens, options, or other encumbrances against the
Agency Propcny or Rados Property wi~ut BFG's prior written approval, which approval may
be withheld in its sole discretion.
Section 7. GENE:R.u. PROVISIONS
7.1 Notices. All notices, d=.nris and correspondence required or provided for under
this Agreement shall be in writing and delivered in person, sent by certified maiJ, POstage prepaid
or Sent by a nationaDy recognized ovemight courier that provides documentation of delivery.
Notices to the Agency shall be addressed as follows:
Redevelopment Agency oftbe City of Chula Vista
275FonrthAvenue
Chula Vista, CA 91910
Attention: Director of CommllIlity DevelopIIll:nt
Notices to BFG shall be addressed as follows:
BFGoodrich Aerospace Aeroslructures Group
850 Lagoon Drive
Chula Vista, c..4. 91910-2098
Attention: Art S.ellgren
WIth a copy to:
McCutchen, Doyle, Brown &: Enerscn
1333 N. CalifomiaBlvd., Suite 210
P.O. Box V
Walnut Creek, c..~ 94596
Attention: Geoffrey Robinson
30020558.45 1"2:30""039
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With a copy to:
BFGoodrich Aerospacc AeroSlIUCtures Group
850 Lagoon Drive
Chula Vista, CA 91910-2098
Attention: GToLlp Counsel
A party may change its address by giving notice in writing to the other parties in the
manner provided above.. Thereafter, notices, demands and other correspondence pertinent to this
Agreement shall be addressed and transmitted to the new address. .
7.2 Entire Agreement, Waivers, Amendments. This Agreement, together with the
Relocation Agreement, constitutes the entire understanding and agreement of the parties with
respect to the tnmsfer of the properties descnoed herein. This Agreement, together with the
Relocation Agreement, imeg:rates all of the t=.s and conditions mentioned in these agreements
or incidCll1a.1 hereto, and supersedes any and all prior versions and d1afts of these or any other
agreements and all negotiations or previous agreements between the parties with respect to all or
any part of the subject matter hereof. In the event there is a conflict between the provisions of
this Agreement and the Relocation Agreement, the Relocation Agreement shall control. All
waivers of the provisions of this Agreement must be in writing and signed by an authorized
representative of the party sought to be charged with such waiver. The waiver by any party of
any tenn, covenant, agreement OT condition contained in this Agreement shaJJ not be deemed to
be a v.'aiver of any subsequent breach of the same or any other term, covenant, agreement or
condition, nor shall any custom or p=tice which may grow up between the parties in the
administration of this Agreement be conslrued to waive or lessen the right of any party to insist
upon pe.tfOImance in strict accordance with all of the provisions of this Agreement.
7.3 Exhibits. The fOllOwing exhibits are mCOIporated herein and made part of this
Agreement.
Exhibit A: New Campus Map
Exhibit B; Description of Agency Land
Exhibit C: Description of Raclos Land
7.4 Specific Performance. In the event the Agency defaults in its obligation to
transfer and convey the Agency Property' as required by this Agreement, BFG shall
have the right to specifically enforce the Agency's performance hereunder. The
Agency and BFG agree thaI monetary damages or other legal or equitable remedies .
would not be sufficient to colllpensate BFG as it Would be extremely difficult, if not
impossible, to adequately calculate the monetary value of the conveyance of the
Agency Property cont=p1ated by this Agreement The Agency and BFG agree that the
30020556.46 14:23!l-OO:!S
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consideration that cach party is to rcceivc undcr this Agrccrnent is fair and reasonable and that
spccific performancc of this Agrecrncnt "'Oulll Dot constitute a penalty or fOIfcinU-c againsr thc
Agency.
7.5 General Provisions of Relocation Agreement I.nCOrporated. Thc General Provj.ions
ofIbe Relocation Agrcement (Scctions 9.1-9.17, inclusive), excepting Sections 9.8, 9.11, and 9.13,
are hereby incOrporated by this reference and shall goVcm ane! apply to this Agreement as if fully set
fom herein.
IN WITNEss WHEREOF, the p2rties havc ""ccuted this Agreement as of the Operativc
Date.
Agency:
BFG: .
REDEVELOPMENT AGENCY OF 1m: Cl7y
OF CHVl:.A VIsTA, a redevelopment agency
By: .&JI')..v -!~
ROm, me., oPerating as BFGOODRICH
AEROSPACE AER.OsnmCTIlREs GROuP,
a DelaWare cOrpOIlltion and wholly OWned
subsidiazY of TEE BFGQODRICB: COMPANY
By: M
Name: G .A .l.I~b,
Its: ~t~
Approved as to fozm:
r
3002055B.<!.4 14Z3D-OOJ9
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EXHIBlTB
(Description of Agency Land)
30020556.44 '<<30-0039
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Page 1
OTder:-lc, =S20aa6
~;?'CEL 1: (367-022-.5)
'-
DESCRn'TION
~ PJ'..ll.T OF 'l:EA:r PORl'IoN 0: 'n-:O: SOi,;'!"'~Y 128.00 nn 0:<' 'XllE NOlUSlu.Y saa.oo
1''s ~S IN Co.'lMON OF ~= WESn::RI.Y om:~!!iu.: OF 'XllE Sotl'I:IlWEsT Om:-~ OF
QIDIR'rER S~c:-.r:rON 262, OF ~cao PE IJ. NAC:ZON, m 'I'a CIn 0<' c:Jro:I.1; VZS'IA, C:0w.-:rr
OF S1.N paGO, Sta.te of Califo=ia., ACCORDING TO lolAP ~OF NO. 166 MAlE; i!Y
MORRILt, ON FiLE IN TlU: On-IO:: OF TlU: C:otlN'I'Y RSCORPrR OF nN Pn:1;O Comm. :AS
CONVEnlD TO T.::lE Staee of Califo;:-..!a lilY IlSEIl DCORD:;O PECEl-Sn 12, lS6S :AS :ILE
NO. 217540 OF O:FICIAJ:, r..ECORDS, SAIP ?\aT ::tERE:3:r Ccn.vJ:.","::J) Il:::SCRIlIED J',s FO"-J.,OWS:
EEGJ:NND.'"G AT """"" NOr.:r:E!WES'I.:::lU,Y CORm;R OF SA.:,-U STAn: Ulm; :rE::SNc:E ~Cll1G :IXE
FO!.LOWING NoM:a:C:&-o CCt1RS;;:S: (ll ALOh'"G TEi: NDRTRmu.:r LIN!: OF SAII:l PARCEL OF
LAND, NOP.:I:li 72" 02' 24' ZAS'I', 3JS.34 z.=.U; (2) LEA~ SAm NORTl:!ERLY UNS SOU1';9;
24" 4S' 41i" :::AS'l', 57.71 n:ET TO A ~ COR'v"!:, CONCAVE SOll'nlWli:STZRtY; (3)
ALONG SAID CURW flInt A RADIUS OF 1.570.00 FZE:T, T.:l:ilOOGa )JI'.ANGLE OF 2' 04' 01',
A DIS'l7Wc:::E OF 71.07 :nET 'ID THE NON-:::llNG:::'N'r SOtl'1'll:E:i:LY I.Dli; OF SAIP PAAe:EL OF
LlIND; (4) 1ILONG SAIP SOC'n!:E:1U.Y LIN::: SOOTH 72" 02' 24" ""..sT, 3S3. 70 z"'''T TO .=
WES'rERLY Ln<i: OF SAII:l P~ 0: LAND >>.11) -:rs:s ZASTZRLY RIGliT OF ~ LINZ OP :J.=
SJ>.N IlI:::GO 1Jo."Il A.'l.IZOlQ. ~"t." RAIIJ<o:>.o COMF.1U<"Y: (S) 1ILONG SAID lIEST.::RLY LIN:;:
A.~ ::u_~ OF WAY L;rN.S: NO;crx 17" 47' 22" ""!:51', 128.01 FEET TO 'mE !?0!N"r OF
3EGINt.n-G.
PARCEL 2: (567-022-17)
'mE NOR...=RL y a 0 FE:::T OF T&1>.:!' ?OR'Z'ION OF 'mE lIES'I'E!lLY ~ OF THE SOun;;.o;s ~",a.Y
OC&'l.n:R OF OID\RTZR S:::CTION 162' OF RANGo DE LA NACION, IN '= CIn OF CEl'ilLA.
v.z:=_, CotlN'I'Y OF SAN PIEGO, seate of Califc=ia., ACCCll:DING TO MAP Tl!:!:REOF 1>=E
lilY MOF'?"I!.L, NO.1"', :ILEtl IN 1= O::IO: OJ' :I:EE COUlIlY R:::COP.DER ~F S}J!111Z~
COtlNn, LYING Sctl"I'ERLY OF '= S.Ou..."",,,-...:!,y 1.n.-= 0.. '!!iE ==.L:! sae ZJ:."~ OF SAID
";:::ST- ~.L:! It'lL: 0.. SJ>..!!l SO~S1':5:RL":! QU"..z:t'ER..
:::Xc:EnI."G .='<Z:'ROM Ah"lr POltTZON LYING :E:As"IERL-:t OF 'mE W:::S=u,y Ln.:; OF .......... S'!'AD
:E!:I13""AY :AS I:=B.A.~ :rO .= Stata of Califo=:i.a lilY D:::.:D ?~C=lID SEPT::M:sER lS,
lS4S IN BOOK 3321, Pl>.C;E 4U OF OITICIAJ:, R:::CO:ilDS.
ALSO :::X=TING 'l"E:=:r.3:'ROM T.::lE liZSI'Z:iU,Y" 20 ,,""". :r=s0...
ALSo :::Xc:EPT:mG =:!!E:'ROM 'lEU' PORTION :AS COh"VEn:D TO .= Seate of Ca.lifc=i... POll.
r...z.:,"""lQX ....U<1.POS;;:S 3:r Il.:.<.J.J RZCOP.JjlID ON APIU:L 5,-lS6I; AS ~ :NO. Se477 OF C:;'FICIJl..L
RZCCz'";J)S m '= OnIc:E OF ...= COl.i"N'IY' R:::CO~ OF SAN llDGO CO"ON'IY.
P_"'-~C!:L 3: (567-022-32)
~ PORTION OF '!'liE SOll'IEEal.LY aD. 00 "......T OF 'rli:C: :NOl!:I:lmlU.y 746. DO Z"""L >>.11) 'ni:::
. r."!:sn:;u.y 40'. 00 ~-:r 0: m SOll'!:ZERLY ao.OO Zz:;E'! OF 'Xl!E :zml1.~=.-<LY e2a. 00 i=. 0::
'rS::: .li:;;."LElU,y ~ 0:: ~= SOl.i.",~..s.....-<L:'! QllAR:rE!t 0: QtlARn:a SEC:rIOll J.62 OF ",\.!'1C30
DJ;: I..'I. l'IACION, n- '= CUY OF CEtlLA. v:J:sv., COttt.-xY OF SAN DDI;O, Seate of
Califo=:i.a., ACCO?.DING TO l"oAP 'n;:;;R:;;0: NO. 166, MAPlt lilY MOl!RJ:LL. FILZP IN m
OF:;'Ic:E 0: 'n::E COUNTY R:::COlUlltR OF S)JI' "aGO COUN"lY, LYING W:::5:rERLY OF 'I'liE
;i:E:S:J..::...'/.LY LIm: 0: :n:::: CA!.Z:OlUttA STAn: lnCEi1AY AS CONVi:n:ll BY ;r~ Seaee of
Calif:>=ia 3Y D= P.3CO:eIl:E:Il s.....~.::....~-;;< lS, lSu, m BOOK 3321., ?AG:;;. U1 OF
'7ICD..L RECO:eIlS.
ExCE?"n:NG mOM ....::.::. Ali!Q1,o; .oltSaZ3Etl PROPERXY, ...... ~Y 20.00 mT'I'liEa:s:OF.
2-118
Or:"
l'.~ 2
Order No. a Sl.O:l.O B5
;>.LSO :=:x='!~ ~.'I ?OR::=!Ol<
30, ~363 ~ F7T.~ NO. 23505~
DESCRIPTION
AS coz..~ '!O J.'::':' St:a.t.e of Cal.!.fo:=:.iaI ON O:::~?3.
0: OFFZC:t;.!, R!:COEDS.
PARCEL ~, [507-022-3))
'IE>..T PORTION 0:: TEE SOuJ..::.:.>GY SO. 0 u..:.T 0: J."'-" NOF..l'EElU,Y 52B. 0 :n:E'I 0: ........
1;":::.s.-=y m>~:: OF .:Z SOU'IX"WES:rERI.Y Qo;..lin:P. S:::CTION ~52 OF F.ANCHO !IE: LA ~CION,
IN :t'"o!::: CITY OF Uill"'...A VISTA, COmrr...' 0: SAN DIEGO, St;a.t;e of c:a.lifo::rla, ACCOF.D!];G
TO MAP 'l'EilEOF NO. ~Sb. Ml\DZ ll:' MOIL<-IL!.. ON FII,E IN '!m; O:'FIc::E OF 'I'm: COUNT.{
l<ECOP.Dln! OF S~ DIE:GO cOiJNnt, LYING m:S'I'E:lU.:' OF 'l'EE WES'I'E:R!.'{ LJ:m: 0: .=
ar.:r:FO!1Nl:A sTAT.: E:!"'...wAY, ~.s COli<'I>~~ 3Y ~ STAn; OF CALJ:FO:R.'U.\ :rNS'Il!!lMEN'Z
?.E:COEDED FZERlD'J<.:' :27, 137 0 AS F7'~ NO. 37115' 0:: OFF:r:C:LU. ?.E:CORDS.
.'
E:Xc::El'TING ::ROM :i:= ;,:eon rr.c.scp.:r:l3ED Pl1.0?:5RTY = n"ESTEllLY 40.00 FEET ..=--<.E:OF.
?A:'<CEZ. 5: [567-022-28)
TEE :t<~Y 75 FE.=."'T OF =.T PORTIo..., OF 'I'D VlES':t':5:RLY = 0:: 'l'EE 90~lu;r
Q~= OF QUARn:l1. SECT:r:ON ~62 OF ::<.A."'CliO DE LA ~CICN, m = CITY OF =
v:r:ST~.. COUNTY OF 5>...., DUGO, State of Ca.lifor.c.ia, ACCORDmG TO ~ ,-- ..e:OF M1l!lE:
:9Y MOlUULL, NO. ~66. F= :::"'1' .= O::FIc::E OF :I...". t:01lN'l'Y lU:CO"":::'" OF SAN Dn:GO
com:r.!, Ml'.:' ~l, 10.3, L'r:NG SO=Y OF :r:~ S()U:L=><LY LIml OF 'lEi NO;;,~<.L'r 922
:;-....:L OF = SOU'IX"W:;;:S=Y QW>.::<.:tz.<- 0:: SA:r:D Q!nUl.:L.:.l<. S;;:CXICN ~62 ~.Nl !.:r.cNG '1E"'.- ".LY
OF 'l'EE FOLLOWING DESCP.IllED LINE:
llEG=G xr A :;>0= ON 'IE: S01l'I':E:EJU.Y LD'E OF SA..-.:l QmUtTE1<. Sl::cr:r:ON l.O2, D:r:S:r.bJn
:L=1U:ON NO!tn!; 72' 06' 52" :;::;'051', 35-1..57 nn nOM'l'EE SO'O'IlN.EST CO&l><"1:R OF QWI:a:L''''-
SEC7ION 1&2; J.~1'C3 NOP:IH :tall 09' 248 N3S't, S75.~S FEET; !'EENCE ALOl-.""G' A nN~
~v"'E ~o ~ ~J. ~.:VING A ~..l:l!iJS OF ~37D ~'""'T, 'n;:ROUGli:AN ANGla OF iD 3&' 22ft,
AN A.'l.C !:ISP..Nc::E 0:;- 227.10; n..:.:L; .!'EE:Nc::E ll'ORTE 24' 45' 45' "":::ST, ~57.n ,...",'1' TO A
PO= ON = COURSS D~S=S:c:D AS "-=-NOF..:rE: 75. SO' 37' W!:S'1', 132.30 :....!'___. IN
D...= 'I'O "= S::oat;e of CaJ.~o:=.ia p.sCOEDE:D <EllF-="l." 28, 134S :eN :SOOK 3123, PAGE'
143 0:- = O.ulI:V.L :;U:COR:DS D:::5T= ~ON SOOTH 7S. 21' 00' EllS!'. ~6_20 '''''J.
.ROM To!::: NOR~...sT:ERLY :r:;;JU>'.J:N'"JS OF SAIll COLlRS3.
:EXCE:;>=G 'J.~nOM :L.=..:. lo<":::S""""Y :'0.00 u......
PARCEL 6: (:;>O?T:r:ON 'Gn S'!:REETJ
-:L= SO=Z,Y ?'O!tTY (40) ,..... 0: T:3 ~ :?ROPE.<.TY DESCR..TBED AS FOLLOWS,
= POR:rJ:ON OF .= "~STu.LY ~~ OF :J.= SCltlTEiE5'l7:RL:' Q1JAIl.= OF Ql1".....l<TE:R
SECTION 162 OF J..:.:. ::<.A.'<GO llZ LA IDl.CION, - :eN '1':C:E: crr.! OF CliOLA v:r:Sn., C:OtlN':!:? 0::
S~ Dn:GO, S::oat" of Cali::o=-..ia, ACCO?.DING 'I'O ~ TEEiu:OF NO. 15;;, ::ILED :eN ~
'OF:IC:C; 0:- rii:E COUNl'Y R;;:CORDE? 0: 5;>.N Dn:GO c:tmNU. MAY ll, 1563, LYING Suu:c=Y
OF TEE'SO=Y!.= OF ..= NO"J:.::..c..<.LY 50J.00 ".....1' =-.50F. EXC::;= ~OM
:L':<'=' ...-:::ST=Y 20.00 '='J: :r:E:E:P.E:OF, }>.LSO :::XCE:?'!ING :J.s:c::R.::?ROM nt}>.'l' pOR:l'ZON LYING
ZASt....,<LY OP TEE W::::S'l'3lU.Y Ion."::: O. CALJ:FOllNIA S'XAn: EIG:NAY 1l-SD-5 IINn:RSTATE Sl
AS DESCP.r-:= m DEED- TO' .1:= Stat" of CaJ.ifor.c.ia., :R:;CORD:E:D A?:R!I. 22, ~s;;e AS =
NO. 50332.
"A.'i.c::EI. 7,
. .
ALL .=AT ?ORT:r:ON 0:: QtrA:RTER S:;;C:r::ON 172 OF .= Rl\l>iCHO P::: LA ~CION, :eN 'IE:: CZTY
0::;' CE:oLA r...sI'A, IN = CO'ONTY O. S1>.N :ElnGO, S:J:A..""::: 0:;- CAL:t:hi..m:tA. ACCORDING TO
2-119
,Page 3 DESCRIPTION
Order No. 8S:1.0:LOB6
l".A? n-~OF NO. 166' ON nLE IN = O::I~ D:; ~= COllN'IY P.ECO~~ 0:; S1>~ On:GO
COOh~ LYING 1lE'!""~ L~S P.'~_>,LLEL WIn; AND IlISZ'ANr UO.O n:E:1' AND 220.0 :n:n
NOR'm"l'lES'I'E:iU.Y AT P..IGaT J.NGLES nOM '-""- som:~y LIm: OF SAm QtlAAtta
S:::crzON :L 72, AND Ll{DlG "~l!:N = SOl:7:cr"l'lESI.::.iU.Y LINE 07 ~= NO:l.'niEAsI'ElU;.Y 582. 0
n:EI' OF SAID ~ SE=ON AND = ONl!W>.Ry EJ:GB: 'I'!!ll: 1.:0.-.: OF ~"'" SAY OF 5.>.N
IlI:::GO, i'.ND HZSnP.I.Y D;; = FDLLOWnvt; Il:a:SC:RI::;~ LIm::
:a:C:GINN!NG AT A POINT ON = Suu~"-""<LY !.;o.-.: 01' SAID C/01ll1.'lt:R S:C:CTION (SAID
SOU!1iZ.l<LY LIm: ALSO "ZING ,,~ 'c:c:NTE:R r.:q;.: 01' 'G' S:tl<h"'TI, DIS1'1\N'I' 'I:8:E:P.EON 583
,,,,,,,' w~!:C:1U":!' OF r.::;:; S~n:RLY COR.NJ;:P.. l=~OF: 'rllENa: SOtlni 72' 08' OB' l'lZS:r
1.'IC:C:ORIlO1G :r0 msCE:LI.ANEotiS MAP NO. 2171 ALOlVG SJ>..I!l S01l'IHE:RLY LIN:::, A IlIs:I:l\:Nt:B
OP 584.22 '~-.r TO ;.N !:Nl'ERSECTION WIn:: l:El: NOR=:u,y PROLONGATION OF 'Im:
E!\.S'J:'E:RLy L:o.-:c: OF TIIl::::u.NDS AVErro:c: AS DESCl1.:L<;EIl IN I:ITY 0;; I:lro1.A V!:sn l1.ESOLtn'ID.'i
NO., 4205, P.!:CORJ:IEI:l ocrOEQ lO, 1.9'" AT FILE/PAGE NO. 1630S2 OF Or:;Ic:D\L RECORDS
0:: SAID c:omrzy TO = ?DJ:Nl' OF :aEGIm:ING D;; ~...... """"''''i D:E:SCl1.!:aEll LlJ,qS; Il:l:Na:
NORTE: :L4' 36' 36' w=:s:r, ALONG 5.UO NOR'I'll:E:lU.Y PROLDNGATION, (NORm :1.4' 22' 44"
\,=:s:r ;>'CCORJ:I:!:NG 'XO SAI:D RESOLUTION NO. 4205, A DISD.NC:E; OF 220.39 FEE:r :ro A :PorN'I'
ON = NOR'!:il:ERLY LI:m: OF ,,= SDtlI'".::!:ERLY' 220 Fn:':I: 0:; S.A!!l ~ Sl1:CI'IDN :L 72.
PA.<.= 8:
'1:~ SCIJ~EE1U.Y 02<=:-l;tl:-..DR:a:Il l'l-t"ENTY (UO) FE:;:1' 0;; Q1IA.'lnR S:::c::rIDN :1.72 OP ~ :R;\NCRO
DE LA Nll.CION, IN 'l:33 c:::rn' OF. Cl'roI.A V!:STA, IN = COONTY OF SA.'l IlI:c:OO, 5"1'-A:l.'E OF
O\L:r:O?NIA, ACCOlUl:!:NG '1:0 MAP TE:ERl1:0F ND. :L5. ON PTT.") IN = OuIC:E; OF = CDtmn"
REC=EP. 0;; SAN DIEGO c:~ LY:!:NG w.E:S'n2Ly 0:' :.L= ;'OLLOw:o."G !:lES~,",= Ln.=:,
,EGINNING A'J: A ::>O!1<"!' 0... ~..... SOlT1'1iE:.I.Y I.DlZ; 0:' s;>,;m C/01ll1..:I:':E S;;;CTIDN (SAID
.i:CIJ~=<<LY !.nt:: ALSo 33ING = CEN'l'ZR LIl<=: D;; 'G~ S:r:aEEl'), lJISTA."IT ~DN 6'El2
,=,,' \'=:STERLY OF n::;: !.UIJ4...::AS:.:......U.Y C:0>rN""..R ~=.u:DF; ~ SOL"!'F. 72' OS' OS' iIES'1:
(ACCC:--<DING:rc MZSt""'U'=OtTS MlU> NO. 2~7) .!>.!.ONG = sotrr.i!E1u.Y LINE, A DISTANCE:
OF 5.4.22 .l:.::.!:.:r TD ;.N INn:lts;;;CTION W"-T.E: = NDR,,=-:,.I.:t' PROLCNG1>-IION DF 'X.EE
E.."""'nl?.I.Y L:o."!i OF !'ID::::u.NDs AVZNOE _>.5 DESC?..I~ m CITY OF G"u'LA V!:sn aSOLU!'!O:!i
ND. 4205, RECORDEI:l OC'XO~ lO, 136'0 AT F!LE/PA~ NO. U3053 OF OFFIc::rAL P-ECDP.DS
0::- s;..z:, COll1<'TY :I'D n::;: POINI DF :a:::GINN~G OF TzlE ~IN DZSClU:S;;zl L:t:!<=:; Z'SENCE:
NOR.."'a :1.4' 26"' 36'" ;,"EST, 1CLONG SJ>..ID NOR~Y l'ROLONGA:rIDN, (NORTE: J.40 2.2' 44"
HEST ACCOlUlmG :I'D SAIIl P.ESDLtn'ION NO. 4205, A ZlZS'X.ANc:E OF ZZO.39 n:ET 'XC A PDINI
0.." :.L"'-=' NOaI'"clE?.I.Y T.TN"'" DF '.0' SOtl".:o.r...u.y 230 .l:~.l:"~' D:- SAIl:> Qmu1.'1:El; SCI'IDN 172.
2-120
h
EXHIBIT C
(Description of Rados Land)
30020556.<4 '~Z30.00JS
2-121
<.
.....,
. '.
I
Paze
orci:: }:o. .a::'0!.059
?A?.c:::z. ~:
(-
DESCRlPnON
n-:E ~~.LY lOO :;:i:n 0:; .1.= w.ESniU.:r 320 ~:r OF ......... NOR.J.~Y ,GO :"'.:.X 0:; ihi;
SOuJ.,::,"~-r Qm>Jl.n:R OF QID\P...I."'-~ SJ::=ON lG2 0:; ?-~.NOlO DE LA NACION, XN!s CITY 0:;-
o.1.:~ VISTA, COtn.n 0:; SA.... DIEGO, S~a.te of Cal.i.fo=ia, ACCOlU)XNG TO Mll.P !E:E:R:::OF
NO. 505, FILED IN nlE 0!'7!C::: OF ~ CO'iJNn" cCOR:oZ? Or SAN !:IUOO COON'l'Y ON ~CE:
l3, ::.saa. ,
TO~R ;..'Inr ALL ~ PORTION OF SAm SOO1'H:w>-ST Q1J.>.Rn:R DZSc::p.z:=:::tl AS ~T
PORTION OF TE:E: ~.s",,--<.!.y, li:ALF OF n:t: S?~ST Q!D\.;>.TZR OF QljA?.IEll, SECTION 152 OF
:R>.Ncaa DE LA NAC:ION, AC:CO?.l:ID1G TO MJ\Jl 1".""""0:; NO. lH, ?ILEl:l XN 'I:Ei: 0:;;;10 OF
:I:E:E: COUN'n." RZCOlWZR D. SJ.N DIEGO C01:i!ll!Y, AS. CONVr.r~ TO '!:-:.:; S~a.'::e of Cal.i.fo:n:.a,
:=? !:I!:::tls R:i:C:OlWE:D = 5, l.9G5 AS ?ILE NO. 5273a, .~ JON:;: G, 1.9G.9 >.s Fr...a NO.
l0023.9, "Oni OF OUJ.C:-J..1lL RSC:Oa:oS OF ~ c:a~; L?D1G W;::S'l:!:ll.T OF TE:E: IiES:t'.O.L:r
RIGa: OF lIAY I.:rnE OF ~ IYO:S!'ERLy nO~"D.G:E: llOJlD OF ST;>.n: FllZZliAY :L::'-SP-5-a.2;
s~.n> PORI'J:ON. HZlU:l;r CONVEn:Il, DESC!'.I::iZD AS FOLLOWS:
:$ZG:rNZ."'1NG AI nE SOU'l'JiW"-ST CO~_ OF SAID S'OIn ~.ND; n-:zm:::: ~.LONG . _ .' WESl'ER.!.Y
L.INZ OF SAID S.An: LJum, NOll.'I:6: l7' 47' 22' WEST, 32l.77 nZT TO ",..... pan<!' OF
~::::CTION OF SAn! Ln.o: WIn s...zn ~r",-~:r ?RON!AGZ l1.0AD lUGllT O. liAY LIN::::;
T:-l:E:NC:;: ".LONG SAID :RClNIAGZ ROAD ;U"'...'" OF WAy LIN:!: soun; 24' 45' 45" EI\5:r, 324.05
rn.."7 'l:O A :?OIN'r ON .1.:-..., S01lTE3!U.:r LJJ;3 OF SAID SI'J\.n LlWD; ~....LONG s.....TIJ
Suu,,~y Ln.~ SOUTE 72' 02'.24" ~-ST, 35.34 F~T TO ~ POINT a:; ~G~~G.
l.= 3:-',AZNGS A..'ID llIS:!:U1C:::S US:E:ll IN _= A:=ovo; 115:SCP.I?l"ON ;UU; ON _. ClU.IFOP.m:.."
COQlW~"'.E: SYS'l'ZM, ZOh~ G.
EXC:EP:r:!:NG :;ROM = FIl!.S: =..<::DiASov.:; DESCR:r:Stzl ?R.O-"=T:r nOQ: ?O?..TJ:ONS C~
1'0 r~ St:a.loe of Califo::nia. .llESo'Il3:::::l :>.s FOLLOWS:
:'SA'J: PO~O:N' OF ~= NO);:, -. ...LT 240 :'::Z:r OF l= ::;.l\SriJu,y lOa :'::31' OF l= HZsn:n,y
320 :........ A::' 'IE: SOll'.t:r"..m.-r QuJ>.'U.::..~ O~ Qm>.l<:Z:.c;.-t S:;:C:rICN l,2 OP l!Jl.NCliO DE LA NACICN,
AcCalUl!NG xa Mll.P TEE:1'':::0:; NO. ~SS. F!~.= ;n; l= OFFICE OF _= CO~ :R;;CORDZR 0..
SAN' !l:O;;:;o comm, INcr.,1l1lJ::!) 1Q::t:aIN "= FOLLOwm; DESCRISEll ?AACZL OF LM'D:
3!:GIlmJ:N:; ....1' A..>q "X" 0l<I A l'~'<II.ROAD SP!::::: SET :;-aR = Nall-:t=s:r CO~ OF 'I:6:i; w:E~
~.LF OF S.u:D SOUTRw.E:s:r Qlj;>2T:::R; l-' "'c:::E ".LONG 'IE: EASn:xr,::::- I.~ OF SAID WEST
~, soun; lBo l5' 4S" EAS:r, 588.01 :=..'r TO = SOu~=-~y Ll:N;!: 0.. TEE: NO:a,""'-'-.r,Y
SSs 1'::::.:."7 OF SAID ..~sr ~.LF OF ""'''' SOu=lIEs:r Q1DI..~n:R: ttENc:;: ALoNG SA.:W SO~-.I,y
LZNJ;;. Sotn:!I: 7l' 32' OS' ...~ST. ..0.00 ;:.::."1: 1'0 A-:::'n.-S ?:>.?Jl.LLEL WI:;;: AlilIl DIS:!'J;NT 40
:.:..J;;'.!: ,,-':Sn:R!.y,,:x ;UGl;;'I' A.."1GIZs :ROM SAID !:ASn:P.z.:t LINE: 00' = ~:r li:ALF; mi;Nc:z
ALOl.G s.....TIJ PAllA!.L:::L L!..'<Z, NO:R.D; lB' !.S' 4S. ".:.ST, l2S. 00 F::.::.~'; ~CE LEAVD."G
SAn:! P"""-'=;"'L L.INZ, SOO'l'!:: 71' 32' os' WEsT, 5l.00 n:z:r TO DlG!m::;:ll.'s S:I:ATION
7S+02. o. ON ~= ~ !.Ih~ 0;; :ts:;;' DSP.Al!:rM:;;:z,-r OF POBLIC WO!Ui:S' SWlv.E:c XN TEE:
CITY OF crti!.J\. VISTA, :RQ;>.D XI-SD-2-CEV; ~c:z SOUn; 7lo 32' OS" WE...":l', l13.SB
=:;;3:1';.~ NORn[ 210 l:l.' 5l" W-.:.ST, 325.02 :"''''1'; T.:~ NORn; 7Bo SO' 37" iiES:r,
1!l2..9'0 ....1>.1.; ~c:s: NaRD; lBo :<ia' 05' "~s:r, ..0.00 :J:.J:::r TO = 2'1OR!=-'<LY LINE OF
SAID Sotl'l:5."~ST QUA.'l..J..:.Jl.; '!SENc:E ".LONG s.>.IIl NO:R.'IZE:RLy L!m:. NO:L"'::i 710 3:1.' SS. E.>.5T,
2.9B.O:l: F::::.c."""l' TO :::NGIm:::::R' 5 S:rA'!'!ON 52-S2.SS ON ...= CEN:rooR. LINE 0.. SAID DEPAA~
O:;-'~C WO=, SURV::::?; 'ZE::::Nc:::E'C~G ALONG SAID NO~Y LINE, h"Olt'J:S: 71'
3:1.' SS" ~-:r .92.05 ~"",,:r TO .= POlN.!: OF :BEGJ::NNn;G, EXc:::Ep'l'ING ~":;:FROM =
J'1ap..r~z 40 ~""".' Z=;;O:;-.
'lILSo :::XC=:P1'J:NG nrAT l'MT OF "= NOR. - . ;U.y 240 :E.:."7 0:: l.a=: E.'~ l 0 0 FEE:r OF
l...o; ilZSTZll!.y 320 FEn 0:: ...= SOtl:r9r.:.n ~ OF Q'"~ S::::CTID.."1 lS2 0:;' .,.,.".
2-122
r"
,
:.....
..-. -...... . l...
'<
Pu: 2 DESCRlPTION
Order No, . B:LO:l 0 S!l
?..I\NCllO 0:: :LA NAcroN, ACCOEIlING TO MAl? T3ElU::OF NO. loe;, uLED :::N .L"-" OmCE OF
IE COUh-n:- :RECOlU:l;:a 0:' SAN DIEGO CDtiNn', DESClUBED 1\S FOLLOws:
a::t;!1'NING AT A ::>0= ON ~.:r COts":RSE DES~ 1\S n_-_NO~ 78; SO' '37' WEST,
192. 90 ~-r-.." IN D::E:D TO "'= State of Califo=:l.a lU:COiU:JED ruR.lJ]>J(Y 28, 19~5 ::N
300K n23, p~ H3 OF OzuCIAL ?.i:CO<U:lS OF SA!D CotlN'!Y, IlISnUl'l: TREaEON SOUIli 7iP
2:1. ' 00" EAST, ';0.20 FU'l' nOM .....,. NOR'IB:w.!:sT.E:Iu.Y ~S 0::' SAID COtl1\SE; I.......;c,,;
(1) }>.LONt; SA!D COU&SE SOUIli 78' 2:1.' 00' EAST, .lO.SS ~ TO .....,. i/"".:.Sn:lU,YaOllNDl\lU.'
OF =.1' PARCEL 0:; ~ DESCRI3i:b IN D.:..:;;;) TO XA.."WLD IV1.N Z'liILLIPS, ET me,
:RECO~ .,...:'n:M!lD 29, :1..951 AS FILE NO. lGHS.9 o!'nCIAL l!ECOEIlS OF SAID CotIN'r1:";
.L=""...'>l0 (2) ALONG Tm: ;,"ZST=:!lLY Bot!Nl:llUtY OF SAID Pln!.LIP's ~ SOO'!ll17' 47' 22"
EAST, 70.20 FEE"X; =c:: (3) L"'a:vnqG S;z>.Il:) WES'!ERl.Y llClDNDARY NORD 24' 45' ';0"
';,~T, 75.97 F.....L TO = ::>0= OF BllGDiNING.
= 3EARINGS ANt> DIS'l'liNC::S uSED IN ........ ABoVE DESCl1.:L"PTION 1>.u: ON .L= CALIFoRNIA
=.D= SYSTEM, ZONE 5,
ALSO ZXCEP'l'ING FROM = FIP-ST =.EINABOV:il DESCUll:E:ll PRO?J::P.'rY = NORI:E:;:?.LY 40,00
~~..!iO~.
PAR.~ 2:
'!.:... WES.L.:...'<LY 220 .:::ET 0. .c.=..:;' NOR'ni HO F:::Sl' OF = SOU'IZ,"'EST Q~ OF QW.R.=
SECTION 152 OF .L...... RANC!!O DJ;: :LA ro>..o:ON, IN 'Tal:: CI'n' 0:1' CEtr.:.J>.. VISTA, COUNn OF
SAN DIEGO, State. of Ca.lifo=:ia, ACCORDING TO MAP ~OF NO. 156, =:: EY
l'l0R..'ULL, FIL:::O IN ....:-..::. OnICE OF = COtlNTY l!ECOiQa OF SAN Dn;~ C01JN"lY.
ZXC::?=;G "-"'"~nOM .= ,i:a:Sn:!l.LY 20 FEET ~1J = lilO~y ~O ""'::1' ~O?
2-123
Recording requested by and
please return to:
Goodrich Aerostructures Group
CIO Gary Sullivan
850 Lagoon Drive
Chula Vista, CA 91910
o (This space for Recorder's use, only) 0
Assessor's Parcel Number 567-022-01 & 36
Chula Vista File No:
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the
Redevelopment Agency of City of Chula Vista, a public body, corporate and politic, grants to
ROHR, INC., previously operating as BFGOODRICH AEROSPACE AEROSTRUCTURES
GROUP and currently operating as Goodrich Aerostructures Group, a Delaware corporation and
wholly owned subsidiary of Goodrich Corporation, previously the BFGoodrich Company, that
certain real property located in the City of Chula Vista, County of San Diego, State of California,
more particularly described as follows:
See Legal Description designated as Exhibit "A" attached hereto, and by reference made a
part hereof.
RESERVING therefrom to Grantor of the parcel of land described in this Grant Deed, their
successors or assigns, a non-exclusive easement for Landscaping and other public purposes on, over,
under, across and through (a) that portion of the property described in this Grant Deed described as
follows:
See Legal Description designated as Exhibit "B" attached to and incorporated into this Grant
Deed.
Rohr/Rados Grant Deed
Page 1 of2
2-124
As more particularly shown on a Map designated as Exhibit "C" attached to and incorporated
into this Grant Deed.
Signed this
day of
, 2007
THE CITY OF CHULA VISTA
By:
By:
(Notary Acknowledgment required for each signatory.)
RohrlRados Grant Deed
2-125
Page 2 of2
EXHIBIT "A"
LEGAL DESCRIPTION
Real property in the City of Chula Vista, county of San Diego, State of California, described as
follows:
PARCEL 1: eAPN: 567-022-36)
THE EASTERLY 100 FEET OF THE WESTERLY 320 FEET OF THE NORTHERLY 460 FEET OF THE
SOUTHWEST QUARTER OF QUARTER SECTION 162 OF RANCHO DE LA NADON, IN THE QTY
OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP
THEREOF NO. 505, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY
ON MARCH 13, 1888.
TOGETHER WITH ALL THAT PORTION OF SAID SOUTHWEST QUARTER DESCRIBED AS THAT
PORTION OF THE WESTERLY HALF OF THE SOUTHWEST QUARTER OF QUARTER SECTION 162
OF RANCHO DE LA NACION, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF
THE RECORDER OF SAN DIEGO COUNTY, AS CONVEYED TO THE STATE OF CALIFORNIA BY
DEEDS RECORDED JUNE 5, 1968/>oS INSTRUMENT NO. 92738, AND JUNE 6, 1969 AS
INSTRUMENT NO. 100239, BOTH OF OFFIOAL RECORDS OF SAID COUNTY; LYING WESTERLY
OF THE WESTERLY RIGHT OF WAY LINE OF THE WESTERLY FRONTAGE ROAD OF STATE
FREEWAY ll-SD-5-8.2; SAID PORTION, HEREBY CONVEYED, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID STATE LAND; THENCE ALONG THE
WESTERLY LINE OF SAID STATE LAND, NORTH 17047'22" WEST, 321. 77 FEET TO THE POINT
OF INTERSECTION OF SAID LINE WITH SAID WESTERLY FRONTAGE ROAD RIGHT OF WAY
LINE; THENCE ALONG SAID FRONTAGE ROAD RIGHT OF WAY LINE SOUTH 24045'46" EAST,
324.05 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID STATE LAND; THENCE ALONG
SAID SOUTHERLY LINE SOUTH 72002'24" WEST, 39.34 FEET TO THE POINT OF BEGINNING.
THE BEARINGS AND DISTANCES USED IN THE ABOVE DESCRIPTION ARE ON THE CALIFORNIA
COORDINATE SYSTEM, ZONE 6.
EXCEPTING FROM THE FIRST HEREINABOVE DESCRIBED PROPERTY THOSE PORTIONS
CONVEYED TO THE STATE OF CALIFORNIA DESCRIBED AS FOLLOWS:
THAT PORTION OF THE NORTHERLY 240 FEET OF THE EASTERLY 100 FEET OF THE WESTERLY
320 FEET OF THE SOUTHWEST QUARTER OF QUARTER SECTION 162 OF RANCHO DE LA
NACION, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY, INCLUDED WITHIN THE FOLLOWING DESCRIBED PARCEL
OF LAND:
BEGINNING AT AN "X" ON A RAILROAD SPIKE SET FOR THE NORTHEAST CORNER OF THE
WEST HALF OF SAID SOUTHWEST QUARTER; THENCE ALONG THE EASTERLY LINE OF SAID
WEST HALF, SOUTH 18015'45" EAST, 588.01 FEET TO THE SOUTHERLY LINE OF THE
NORTHERLY 588 FEET OF SAID WEST HALF OF THE SOUTHWEST QUARTER; THENCE ALONG
SAID SOUTHERLY LINE, SOUTH 71032'05" WEST, 4ll.00 FEET TO A LINE PARALLEL WITH AND
DISTANT 40 FEET WESTERLY AT RIGHT ANGLES FROM SAID EASTERLY LINE OF THE WEST
HALF; THENCE ALONG SAID PARALLEL LINE, NORTH 18015'45" WEST, 128.00 FEET; THENCE
LEAVING SAID PARALLEL LINE, SOUTH 71032'05" WEST, S1.66 FEET TO ENGINEER'S STATION
1 OF 2
2-126
78+02.66 ON TI-lE CENTER UNE OF THE DEPARTMENT OF PUBLlC WORKS' SURVEY IN THE
CITY OF CHULA VISTA, ROAD XI-SD-2-CHV; THENCE SOUTH 71 '32'05" WEST, 113.58 FEET;
THENCE NORTH 21011'51" WEST, 325.02 FEET; THENCE NORTH 78050'37" WEST, 192.90 FEET;
THENCE NORTH 18028'05" WEST, 40.00 FEET TO THE NORTHERLY UNE OF SAID SOUTHWEST
QUARTER; THENCE ALONG SAID NORTHERLY UNE, NORTH 71031'55" EAST, 298.01 FEET TO
ENGINEER'S STATION 82+62.56 ON THE CENTER UNE OF SAID DEPARTMENT OF PUBUC
WORKS' SURVEY; THENCE CONTINUING ALONG SAID NORTHERLY UNE, NORTH 71031'55"
EAST, 92.05 FEET TO THE POINT OF BEGINNING, EXCEPTING THEREFROM THE NORTHERLY 40
FEET THEREOF.
ALSO EXCEPTING THAT PART OF THE NORTI-lERLY 240 FEET OF THE EASTERLY 100 FEET OF
THE WESTERLY 320 FEET OF THE SOUTHWEST QUARTER OF QUARTER SECTION 162 OF THE
RANCHO DE LA NACION, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF
THE COUNTY RECORDER OF SAN DIEGO COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THAT COURSE DESCRIBED AS "---NORTH 78050'37" WEST, 192.90
FEET --" IN DEED TO THE STATE OF CAUFORNIA RECORDED FEBRUARY 28, 1949 IN BOOK
3123, PAGE 143 OF OFFICIAL RECORDS OF SAID COUNTY, DISTANT TI-lEREON SOUTH
78021'00" EAST, 46.20 FEET FROM THE NORTHWESTERLY TERMINUS OF SAID COURSE; 4
THENCE (1) ALONG SAID COURSE SOUTH 78021'00" EAST, 10.59 FEET TO TI-lE WESTERLY
BOUNDARY OF THAT PARCEL OF LAND DESCRIBED IN DEED TO HAROLD IVAN PHILUPS, ET
UX, RECORDED SEPTEMBER 29, 1961 AS INSTRUMENT NO. 169459 OF OFFICIAL RECORDS OF
SAID COUNTY; THENCE (2) ALONG THE WESTERLY BOUNDARY OF SAID PHILUP'S LAND
SOUTH 17047'22" EAST, 70.20 FEET; THENCE (3) LEAVING SAID WESTERLY BOUNDARY NORTH
24045'46" WEST, 75.97 FEET TO THE POINT OF BEGINNING.
THE BEARINGS AND DISTANCES USED IN THE ABOVE DESCRIPTION ARE ON THE CAUFORNIA
COORDINATE SYSTEM, ZONE 6.
ALSO EXCEPTING FROM THE FIRST HEREINABOVE DESCRIBED PROPERTY THE NORTHERLY
40.00 FEET THEREOF.
PARCEL 2: (APN: 567-022-01)
THE WESTERLY 220 FEET OF THE NORTH 460 FEET OF THE SOUTHWEST QUARTER OF
QUARTER SECTION 162 OF THE RANCHO DE LA NACION, IN THE CITY OF CHULA VISTA,
COUNTY OF SAN DIEGO, STATE OF CAUFORNIA, ACCORDING TO THE MAP THEREOF NO. 166,
MADE BY MORRILL, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO
COUNTY.
EXCEPTING THEREFROM THE WESTERLY 20 FEET AND THE NORTHERLY 40 FEET THEREOF.
20F2
2-127
Recording Requested by and
Please Return /0:
!
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.... This ~'!2![or ~~.frse Onl~_~_~:
City Clerk
City of Chula Vista
276 Fourth Avenue
Churn Vista, California 91910
This Instrument Benefits City Only.
No Fee Required
=--_ _ -':"""'li;"'~_'f:;~ - -= __
APN(s) 567-022-36
C.V. File No.
BF-007
GRANT DEED
EASEMENT FOR LANDSCAPING AND OTHER PUBLIC
PURPOSES
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, TIlE
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA. a public body, corporale and
politic, hereby grant(s) to THE CITY OF CHULA VISTA, a municipal corporation, in the County
of San Diego, Slate of California, an easement for, and the right to construct, maintain, operate,
replace or remove landscaping, water features, statoary, monument signs and/or other quality
architeeluI'al features and other public purposes in. on, over, under, and across that certain real
property situated in said City of Chula Vista and more particularly described as follows:
See Exhibit " A", Legal Description, attached hereto and by reference made a part hereot
As more particularly shown on a Map Designated as Exhihit "B", attached bereto and by
reference made a part bereof.
Together with the right to enter upon and to pass and repass over and along said easement and
right-of-way and to deposit lOoIs, implements and other materials thereon by said City of Chula
Vista, its officers, agenls, and employees and by any contractor, his agents, and employees
engaged by said City, whenever and wherever necessary for the purposes set forth above.
Signed this_ day of
,20_
GRANTOR:
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA
A PUBLIC BODY, CORPORATE AND POLmC
BY;
(Notary Acknowledgment Reqnired for Each Signatory)
2-128
EXHIBIT "8"
EASEMENT FOR LANDSCAPING
AND OTHER PUBLIC PURPOSES
Being a portion of the Southwest Quarter of Quarter Section 162 of Rancho
De La Nacion.. in the City of Chula Vista, County of San Diego, State of
California, according to Map thereof No. 505, filed in the Office of the
County Recorder of San Diego County on March 13, 1888, more
particularly described as follows:
Beginning at the West Quarter Corner of Quarter Section 162; thence
easterly along the northerly line of said Southwest Quarter NORTH
72002'24 EAST 219.88 feet; thence le.aving said northerly line on a bearing
of SOUTH 17057'36" EAST a distance of 40.00 feet to a point on the
Southerly line of Lagoon Drive, said point also being the Northwest corner
of land having an Assessors Parcel Number of 567-022-36; said land also
being described in a Final Order of Condemnation recorded on May 30,
2003 as document no. 2003-0637998 of Official Records; thence along the
northerly line of said parcel NORTH 72002'24" EAST 32.54 feet to the
TRUE POINT OF BEGINNING; thence continuing along said northerly line
NORTH 72002'24" EAST 18.00 feet; thence SOUTH 78"21'00" EAST 46.20
feet to a point on the westerly sideline of Bay Boulevard; thence along said
westerly line SOUTH 24045'46" EAST 20.00 feet; thence leaving said
westerly line SOUTH 65014' 14" WEST 13.13 feet; thence NORTH
78021'00" WEST 54.63 feet; thence NORTH 17057'36" WEST 17.25 feet to
the TRUE POINT OF BEGINNING.
CONTAINS 1491 square feet more or less
Date
W.O. # 8F-007
A.P.N.567-022-36
2-129
This is 10 cerlifY thaI lhe intereSf in real property conveyed herein to the City of Chula Vista, a
governmental agency, '" hereby accepted by /he undersigned. City Cleric, on behalf Qf the Chula
Vista City Council plJl'suant /0 authority conferred by Resolution No. 15645 of said CQuncil
adopted 011 June 5. 1990, and Ihe granteeM consent(si to the recordation thereof by its duly
authorized qflicer.
SUSAN BIGELOW, CITY CLERK
By:
Date:
2-130
EXHIBIT "A"
EASEMENT FOR LANDSCAPING
AND OTHER PUBLIC PURPOSES
Being a portion of the Southwest Quarter of Quarter Section 162 of Rancho
De La Nacion, in the City of Chula Vista, County of San Diego, State of
California, according to Map thereof No. 505, filed in the Office of the
County Recorder of San Diego County on March 13, 1888, more
particularly described as follows:
Beginning at the West Quarter Comer of Quarter Section 162; thence
easterly along the northerly line of said Southwest Quarter NORTH
72002'24 EAST 219.88 feet; thence leaving said northerly line on a bearing
of SOUTH 1r57'36" EAST a distance of 40.00 feet to a point on the
Southerly line of Lagoon Drive, said point also being the Northwest corner
of land having an Assessors Parcel Number of 567-022-36; said land also
being described in a Final Order of Condemnation recorded on May 30,
2003 as document no. 2003-0637998 of Official Records; thence along the
northerly line of said parcel NORTH 72002'24" EAST 32.54 feet to the
TRUE POINT OF BEGINNING; thence continuing along said northerly line
NORTH 72002'24" EAST 18.00 feet; thence SOUTH 78021'00" EAST 46.20
feet to a point on the westerly sideline of Bay Boulevard; thence along said
westerly line SOUTH 24045'46" EAST 20.00 feet; thence leaving said
westerly line SOUTH 65014'14" WEST 13.13 feet; thence NORTH
78021 '00" WEST 54.63 feet; thence NORTH 17057'36" WEST 17.25 feet to
the TRUE POINT OF BEGINNING.
CONTAINS 1491 square feet more or less
/ gnJ
opkins, PLS 7730 Date
W.O. # BF-007
A.P.N.567-022-36
2-131
T.P.9.B.
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Wl/4 CoR\
QUARTER \
SEC. 162
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DATA
L-l
L-2
L-3
L-4
L-5
L-6
L-7
Sl7"57'36"E
N720 02' 24 "E
524045'46"E
N65014'14"E
S78021'00"E
517057'36"E
N720 02' 24 "E
40.00'
18.00'
55.97'
13.13 '
54.63'
17 .25'
32.54'
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20.00'
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EXHIBIT
"B"
~INDICATES EASEMENT AREA
AREA = 1491 SQ. FT
OJ
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SCALE
1 "= 80'
0'
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~/~/'#7
REG RY . HOPKINS DATE
PLS 7730
"'t..
0' . ''2.'"
00.0 ".0'2.
'2. ~1"
DRAWN BY:
GREG HOPKINS
DATE:
JUNE 22. 2006
EASEMENT
AND OTHER
FOR LANDSCAPING
PUBLIC PURPOSES
W.O. # BF-007
L.C. 170-1737
ce583 1810-6297
il hl01
Attacllment 3
Recording Requested by and
Please Return to:
""'_'Ii""'.
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... Th'!.. SE.ace [or ~~er's Use Only -A~ ___
City Clerk
City of Chula Vista
276 Fourth A venue
Chula Vista, California 91910
This lllStnonent Benefits City Only,
No Fee Required
APN(s) 567-022-36
C,V. File No.
BF-D07
GRANT DEED
EASEMENT FOR LANDSCAPING AND OTHER PUBLIC
PURPOSES
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA. a public body, corporate and
politic, hereby grant(s) to THE CITY OF CHULA VlST A, a municipal ccrporalioo, io the County
of San Diego, State of California, an easement for, and the right to construct, maintain, operate,
replace or remove landscaping, water features, statuary, monument signs andlor other quality
architeclural features and other public purposes in, on, over, under, and across that certain =1
property situated in said City of Chula Vista and more partiCularly described as follows:
See Exhibit "A", Legal Description, attached hereto and by reference made a part hereof.
As mon particularly shown on a Map Designated as Exhibit "B", attached hereto and by
reference made a part hereof.
Together with the right to enter upon and to pass and repass over and along said easement and
right-of-way and to deposit tools, implements and other materials thereon by said City of Chula
Vista, its officers, agents, and employees and by any contractor, his agents, and employees
engaged by said City, whenever and wherever necessary for the purposes set forth above.
Signed this_ day of
,20
GRANTOR:
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA
A PUBLIC BODY, CORPORATE AND POLmC
BY;
(Notary Acknowledgment Required for EachSignatory)
2-133
This is 10 cerrify thar the interesf in real property cOlTVeyed herein to the City of l'huJa Vis/a, a
governmentalllgency, i.1' hereby accepted by the undersigned, City Clerk, on behalf of the Chula
Vi.I"ta City Council plJl'suo.nt 10 authority conferred by Resolution No, 15645 of said Councii
adopted on June 5, 1990, and the grantee(.>) consent(s) to the recordation thereoj' by its duly
autoorized officer,
SUSAN BIGELOW, CITY CLERK
By:
Date:
2-134
EXHIBIT "Au
EASEMENT FOR LANDSCAPING
AND OTHER PUBLIC PURPOSES
Being a portion of the Southwest Quarter of Quarter Section 162 of Rancho
De La Nacion, in the City of Chula Vista, County of San Diego, State of
California, according to Map thereof No. 50S, filed in the Office of the
County Recorder of San Diego County on March 13, 1888, more
particularly described as follows:
Beginning at the West Quarter Corner of Quarter Section 162; thence
easterly along the northerly line of said Southwest Quarter NORTH
72002'24 EAST 219.88 feet; thence leaving said northerly line on a bearing
of SOUTH 17057'36" EAST a distance of 40.00 feet to a point on the
Southerly line of Lagoon Drive, said point also being the Northwest corner
of land having an Assessors Parcel Number of 567-022-36; said land also
being described in a Final Order of Condemnation recorded on May 30,
2003 as document no. 2003-0637998 of Official Records; thence along the
northerly line of said parcel NORTH 72002'24" EAST 32.54 feet to the
TRUE POINT OF BEGINNING; thence continuing along said northerly line
NORTH 72002'24" EAST 18.00 feet; thence SOUTH 78021'00" EAST 46.20
feet to a point on the westerly sideline of Bay Boulevard; thence along said
westerly line SOUTH 24045'46" EAST 20.00 feet; thence leaving said
westerly line SOUTH 65014'14" WEST 13.13 feet; thence NORTH
78021'00" WEST 54.63 feet; thence NORTH 1r57'36" WEST 17.25 feet to
the TRUE POINT OF BEGINNING.
CONTAINS 1491 square feet more or less
/. ~ /0....07
opkins, PLS 7730 Date
W.O. # BF-007
A.P.N.567-022-36
2-135
T.P.O.B.
Do. /---:;
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W1/4 COR
QUARTER
SEC. 162
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46.20'
20.00'
"B /I
EXHIBIT
~INDICATES EASEMENT AREA
AREA = 1491 SO. FT
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SCALE
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--
DATA TABLE
l:!>
S17057'36"E 40.00'
N72002'24"E 18.00'
S24045'46"E 55.97'
N650 14' 14"E 13.13'
578"21'00"E 54.63'
S17057'36"[ 17.25'
N7Z"02'24"E 32.54'
L-1
L-2
L-3
L-4
L-5
L-6
L-7
0'
\00.0
~/~ /,,/,07
REG RY . HOPKINS DATE
PLS 7730
,,~
0' ''2.1\
00.0 '2..07.-
7.- ~1
DRAWN BY:
GREG HOPKINS
DATE:
JUNE 22. 2006
EASEMENT
AND OTHER
FOR LANDSCAPING
PUBLIC PURPOSES
W.O. # SF-007
L.C. 170-1737
CCS83 1810-6297
REDEVELOPMENT AGENCY
RESOLUTION NO.
RESOLUTION OF THE REDEVELOMENT AGENCY OF THE
CITY OF CHULA VISTA APPROVING THE
IMPLEMENTATION OF THE AGENCY-BFG LAND
TRANSFER AGREEMENT AND ANY NECESSARY
DOCUMENTS BY AND BETWEEN THE REDEVELOPMENT
AGENCY OF THE CITY OF CHULA VISTA AND ROHR,
INC., OPERATING AS BFGOODRlCH AEROSTRUCTURES
GROUP, TO TRANSFER THE RADOS PARCEL AT 798 F
STREET IN CHULA VISTA TO ROHR, INC., AUTHORIZING
THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT
AGENCY TO EXECUTE THE IMPLEMENTATION
AGREEMENT, AND APPROVING THE GRANTING OF AN
EASEMENT TO THE CITY OF CHULA VISTA
WHEREAS, on July 13, 1999, the City ofChula Vista ("City"), Redevelopment Agency
of the City of Chula Vista ("Agency"), San Diego Unified Port District ("Port"), and Rohr, Inc.,
operating as BFGoodrich Aerospace Aerostructures Group ("BFG") entered into a Relocation
Agreement ("RA"); and
WHEREAS, the RA contemplates the acquisition by the Agency of the property located
at 798 F Street ("Rados Parcel"), and ultimately the sale and transfer of the Rados Parcel to BFG,
subj ect to the terms and conditions of the RA; and
WHEREAS, in order to implement to RA, the Agency and BFG entered into the Agency-
BFG Land Transfer Agreement on November 16,1999; and
WHEREAS, the Rados Parcel was acquired by the Agency in May 2003; and
WHEREAS, the Agency has complied with all of the requirements of Health and Safety
Code Sections 33431 and 33433 regarding the sale of the Rados Parcel; and
WHEREAS, the Agency and BFG desire to implement the provisions of the Transfer
Agreement concerning the Rados Parcel; and
WHEREAS, pursuant to the RA, prior to the conveyance of the Rados Parcel to BFG, the
City! Agency shall be granted an easement over a portion of the Rados Parcel for installation and
maintenance of a Bayfront Redevelopment Area "entry statement"; and
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Redevelopment Agency Resolution No.
Page 2
WHEREAS, on November 8, 2007, the Chula Vista Redevelopment Corporation
approved a resolution recommending that the Redevelopment Agency approve and execute the
Implementation of the Agency-BFG Land Transfer Agreement and any necessary documents
between the Redevelopment Agency and Rohr, Inc., operating as BFGoodrich Aerostructures
Group to transfer the Rados Parcel to Rohr, Inc. and approve the granting of an easement to the
City.
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of
Chula Vista that it approves the Implementation of the Agency-BFG Land Transfer Agreement,
which is attached to this Resolution as Attachment I, and any necessary documents by and
between the Redevelopment Agency of the City of Chula Vista and Rohr, Inc., operating as
BFGoodrich Aerostructures Group, for the transfer of the Rados Parcel to Rohr, Inc.
BE IT FURTHER RESOLVED by the Redevelopment Agency that it authorizes the
Executive Director of the Redevelopment Agency to execute the Implementation of the Agency-
BFG Land Transfer Agreement.
BE IT FURTHER RESOLVED by the Redevelopment Agency that it grants an easement
to the City of Chula Vista over that area described in Exhibit D attached to the Implementation
of the Agency-BFG Land Transfer Agreement.
Presented by
Approved as to form by
~Lc,,-(l L~
Ann Moore
Agency General Counsel
Eric Crockett
Redevelopment Manager
l:\AUomey\ELlSA\RESOS\RadQS Transfer - Redev. Agency Reso.doc
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