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Home My WebLink About2007/12/04 RDA Agenda Packet ......;:.a-".;..l 0;;; ~'h.'~' r"'~ ._. .~ mployed by the City of Chula v I>lu "I t..d OHice of the City Clerk and that I posted this ocument on the bulletin board according to wn Act requjrements. "/~io7 71 Signed ~Jf? :~_L '~.~~~ ~'",,"'~~ CllY OF CHULA VISTA /Y Cheryl C01(, MayorlChair Rudy Ramirez, Council/Agency Member David R. Garcia, City Manager/Executive Director John McCann, Council/Agency Member Ann Moore, City Attomey/Agency Counsel Jerry R. Rindone, Council/Agency Member Susan Bigelow, City Clerk Steve Castaneda, Council/Agency Member December 4, 2007 4:00 P.M. (hnmediately following the Council Meeting Consent Calendar) Council Chambers City Hall 276 Fourth Avenue CALL TO ORDER ROLL CALL: Council/Agency Members Castaneda, McCann, Ramirez, Rindone, and Mayor/Chair Cox CONSENT CALENDAR (Items I through 3) The Council/Agency will enact the Consent Calendar staff recommendations by one motion, without discussion, unless a Council/Agency Member, a member of the public, or City staff requests that an item be removed for discussion. If you wish to speak on one of these items, please jill out a "Request to Speak" form (available in the lobby) and submit it to the City Clerk prior to the meeting. Items pulled from the Consent Calendar will be discussed immediately following the Consent Calendar. 1. APPROVAL OF MINUTES of the Special Meeting of June 19, 2007 and the Regular Meeting of October 2,2007. Staff recommendation: Agency approve the minutes. 2. CONSIDERATION OF APPROVAL OF IMPLEMENTATION AGREEMENT WITH ROHR, INC. OPERATING AS BF GOODRICH AEROSTRUCTURES GROUP, AND THE TRANSFER OF THE RADOS PARCEL AT 798 F STREET IN CHULA VISTA TO ROHR, INC. Adoption of the resolution completes the transfer of ownership of land at 798 F Street in the Bayfront Redevelopment Project Area to BF Goodrich. (Redevelopment Agency Executive Director) Staff recommendation: Agency adopt the following resolution: RESOLUTION OF THE REDEVELOPMENT 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 A BFGOODRICH 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 3. JOINT RESOLUTION OF THE CITY COUNCIL AND REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A 90-DAY EXTENSION OF THE TERM OF THE PREVIOUSLY APPROVED LETTER OF INTENT AND AMENDMENT NO. 1 TO THE LETTER OF INTENT BETWEEN THE CITY OF CHULA VISTA, THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, THE SAN DIEGO UNIFIED PORT DISTRICT AND GAYLORD ENTERTAINMENT, AND AUTHORIZING THE CITY MANAGERlEXECUTIVE DIRECTOR TO SIGN THE EXTENSION AGREEMENT ON BEHALF OF THE CITY AND THE REDEVELOPMENT AGENCY Adoption of the resolution approves a 90-day extension to the Letter of Intent, extending the term to February 28, 2008, and authorizes the City Manager/Executive Director to sign on behalf of the City and the Redevelopment Agency. (City Manager) Staff recommendation: Council/Agency adopt the resolution. ITEMS REMOVED FROM THE CONSENT CALENDAR PUBLIC COMMENTS Persons speaking during Public Comments may address the Agency on any subject matter within the Agency's jurisdiction that is not listed as an item on the agenda. State law generally prohibits the Agency from taking action on any issue not included on the agenda, but, if appropriate, the Agency may schedule the topic for future discussion or refer the matter to staff. Comments are limited to three minutes. Page 2 - Jt. Council/RDA Agenda httu:llwww.chulavistaca.gov December 4, 2007 OTHER BUSINESS 4. CITY MANAGERlDIRECTOR'S REPORTS 5. MA YORJCHAIR'S REPORTS 6. COUNCIL/AGENCY MEMBERS' COMMENTS ADJOURNMENT to the Regular Meeting of December 18, 2007, at 6:00 p.m. in the Council Chambers. In compliance with the AMERICANS WITH DISABILITIES ACT The City of Chula Vista requests individuals who require special accommodations to access, attend, and/or participate in a City meeting, activity, or service request such accommodation at least forty-eight hours in advance for meetings and five days for scheduled services and activities. Please contact the City Clerk for specific information at (619) 691-5041 or Telecommunications Devicesfor the Deaf (TDD) at (619) 585-5655. California Relay Service is also available for the hearing impaired. Page 3 - Jt. CouncilJRDA Agenda hun:! /www.chulavistaca.gov December 4, 2007 DR '\FT MINUTES OF AN ADJOURNED REGULAR MEETING OF THE CITY COUNCIL AND SPECIAL MEETINGS OF THE REDEVELOPMENT AGENCY AND HOUSING AUTHORITY OF THE CITY OF CHULA VISTA June 19,2007 6:00 P.M. A Regular Meeting of the City Council and Special Meetings of the Redevelopment Agency and Housing Authority of the City of Chula Vista were called to order at 6:12 p.m. in the Council Chambers, located in City Hall, 276 Fourth Avenue, Chula Vista, California. ROLLCALL PRESENT: CounciVAgency/Authority Members Castaneda, McCann, Ramirez, Rindone, and Mayor/Chair Cox ABSENT: Agency/ Authority/Councilmembers: None ALSO PRESENT: Executive Director/City Manager Garcia, Agency/Authority/City Attorney Moore, City Clerk Bigelow, and Deputy City Clerk Bennett PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE SPECIAL ORDERS OF THE DAY . PRESENTATION OF A PROCLAMATION BY MAYOR COX TO DEPUTY MAYOR RINDONE COMMENDING HIM FOR HIS 38 YEARS OF DEDICATED SERVICE TO THE SWEETWATER UNION HIGH SCHOOL DISTRICT Arlie Ricasa, President of the Sweetwater Union High School District Board of Trustees, presented Deputy Mayor Rindone with a resolution recognizing him for his 38 years of dedicated service. Mayor Cox read the proclamation and presented it to Deputy Mayor Rindone, who thanked his colleagues and the school board for the recognitions. He expressed his pride in serving as principal of Hilltop High School, which he believed had the finest instructional faculty, the secret to success in the educational world. CONSENT CALENDAR (Items 1 through 5) Mayor Cox announced that the following Councilmembers would abstain from voting on the following items due to potential conflicts of interest: Item 2, Deputy Mayor Rindone and Councilmember Castaneda; Item 3B, Councilmember Castaneda; and Item 4, Councilmember McCann. Page 1 - CouncillRedevelopment Agency/Housing Authority Minutes June 19,2007 /1t~1 j , Dt< /'"\ t T CONSENT CALENDAR (Continued) 1. APPROVAL OF MINUTES of the Regular Meeting of April 24, 2007 and the Special Meeting of Apri126, 2007. Staff recommendation: Council approve the minutes. 2. RESOLUTION NO. 2007-151, RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTIIORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN EASEMENT DEED GRANTING EASEMENTS OVER CITY-OWNED LAND TO SAN DIEGO GAS & ELECTRIC COMPANY FOR ELECTRIC FACILITIES AS NECESSARY TO PROVIDE UTILITY SERVICES FOR THE CIVIC CENTER PHASE 3 RE-CONSTRUCTION Adoption of the resolution is required for the completion of phase three of the Civic Center reconstruction. (Acting Assistant City Manager/City Engineer) Staff recommendation: Council adopt the resolution. 3. A. RESOLUTION NO. 2007-152, RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE ENGINEER'S REPORTS FOR THE FISCAL YEAR 2007/2008 SPREAD OF ASSESSMENTS FOR OPEN SPACE DISTRICTS 1 THROUGH 11, 14, 15, 17, 18,20,23,24,26,31 AND 33, EASTLAKE MAINTENANCE DISTRICT NO.1, BA Y BOULEVARD, AND TOWN CENTRE MAINTENANCE DISTRICT NO.1 (ELMD #1), BAY BOULEVARD, DECLARING THE INTENTION TO LEVY AND COLLECT ASSESSMENTS, AND SETTING A PUBLIC HEARING REGARDING THESE ASSESSMENTS B. RESOLUTION NO. 2007-153, RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULAVISTA APPROVING THE ENGINEER'S REPORT FOR THE FISCAL YEAR 2007/2008 SPREAD OF ASSESSMENTS FOR TOWN CENTRE MAINTENANCE DISTRICT, DECLARING THE INTENTION TO LEVY AND COLLECT THE ASSESSMENT, AND SETTING A PUBLIC HEARING REGARD THIS ASSESSMENT The City administers and maintains 36 open space districts and associated zones that have been established over the last 30 years. The districts provide a financing mechanism to maintain the public open space areas associated with each particular development. The levy of an annual assessment for fiscal year 2007/2008 will enable the City to collect sufficient funds to provide these ongoing services. The Council's approval of the levy is required by the fust week of August in order to meet the deadlines established by the County Tax Assessor. (Acting Assistant City Manager/City Engineer) Staff recommendation: Council adopt the resolution. 4. RESOLUTION NO. 2007-154, RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING $212,875 IN GRANT FUNDS FROM THE CALIFORNIA DEPARTMENT OF FORESTRY & FIRE PROTECTION TO PLANT 1,275 SHADE TREES ALONG PUBLIC RIGHTS-OF-WAY, ESTABLISHING A NEW CAPITAL IMPROVEMENT PROJECT (CIP) ENTITLED, "CDFF URBAN SHADE TREE GRANT (OP-213)", AMENDING THE FISCAL YEAR 2006/2007 CAPITAL IMPROVEMENT PROGRAM, AND APPROPRIATING $212,875 IN GRANT FUNDS Page 2 - Council/Redevelopment Agency/Housing Authority Minutes June 19,2007 /~.~ CONSENT CALENDAR (Continued) ........- - ~T 1L..r., "" .. The City has been awarded a $212,875 grant by the California Department of Forestry & Fire Protection to plant an additional 1,275 shade trees along older residential streets, canyon parkways, and within municipal parks. The new trees will provide long-term environmental benefits to the community by mitigating urban heat island effects, improving air quality, reducing urban runoff, and expanding wildlife habitat. The project also focuses on fostering public stewardship of urban forests within the community. (Conservation and Environmental Services Director) Staff recommendation: Council adopt the resolution. 5. RESOLUTION NO. 2007-155, RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AN AGREEMENT WITH THE CALIFORNIA INTEGRATED WASTE MANAGEMENT BOARD FOR FUNDING OF THE RUBBERIZED EMULSION AGGREGATE SLURRY STUDY, AND AUTHORIZING THE DIRECTOR OF GENERAL SERVICES TO EXECUTE THE AGREEMENT ON BEHALF OF THE CITY OF CHULA VISTA The City conducts an annual pavement rehabilitation strategy, known as rubberized emulsion aggregate slurry, on various streets throughout the City. The California Integrated Waste Management Board has requested that the City conduct an investigation to determine the viability of using rubberized slurry seals versus conventional slurry seals as a preventative maintenance strategy. Adoption of the resolution approves an agreement for the funding of the study; the City would receive $30,000 from the California Integrated Waste Management Board upon satisfactory completion of the agreement. (General Services Director) Staff recommendation: Council adopt the resolution. ACTION: Deputy Mayor Rindone moved to approve staff recommendations and offered the Consent Calendar, headings read, texts waived. Councilmember Castaneda seconded the motion, and it carried 5-0, except on Item 2, which carried 3-0-2 with Deputy Mayor Rindone and Councilmember Castaneda abstaining; Item 3B, which carried 4-0-1 with Councilmember Castaneda abstaining; and Item 4, which carried 4-0-1 with Councilmember McCann abstaining. ITEMS REMOVED FROM THE CONSENT CALENDAR There were none. PUBLIC COMMENTS Lisa Cohen, CEO, Chula Vista Chamber of Commerce, and Tina Medina, General Manager, Chula Vista Visitors and Convention Center, invited all to the free 4th of July "Celebrate Chula Vista" event being held at the Chula Vista Marina, commencing at noon. Bags with event information were then distributed to the Council. Page 3 _ Council/Redevelopment Agency/Housing Authority Minutes June 19,2007 /1.3 DRNl\FT PUBLIC COMMENTS (Continued) With regard to Item 7, Steve Molski asked if information was available to the public, particularly those without access to a computer. Mayor Cox replied that information could be sent to any interested citizen upon request, and the information was also available at the City Clerk's Office and the main library. Mr. Molski then asked the Council to take a position on Assembly Bill 1542 and Senate Bill 900, which relate to mobilehome park owners associations and would nullifY rent controls in California. He expressed concern that such laws would create a drastic depreciation in mobilehome values while increasing rental costs. Additionally, he stated he had expressed his concerns to the Council many times regarding the lack of available property for mobilehome parks, and had asked the Council to direct staff to set aside four to five acres of property somewhere in the City for displaced mobilehomes. Petra Barajas congratulated the City on its breakfast program to be offered for children at recreation centers. She then stated she would be discussing issues pertinent to elder abuse with Edward James Almos and Michael Moreno, AARP Associate State Director of Advocacy in California; and she thanked citizens for their support of seniors. PUBLIC HEARINGS 6. CONSIDERATION OF APPROVAL OF FIRE PREVENTION FEE AMENDMENTS The Fire Prevention Division has proposed fee schedule amendments and additions to both its Fire Safety Engineering and Fire Code Inspection Divisions. Fire Prevention fees were first created in July 1995, and the last amendment was in August 2004. Previous meetings with stakeholders revealed their desire for the Fire Department to keep its fees current through continued analysis and amending its fees as needed. (Fire Chief) Notice of the hearing was given in accordance with legal requirements, and the hearing was held on the date and at the time specified in the notice. Mayor Cox opened the public hearing. There being no members of the public who wished to speak, Mayor Cox closed the public hearing. Deputy Mayor Rindone asked about the amortization of support staff salaries and the provision of direct services. Fire Chief Perry responded that in the past, the Fire Department was supported by the general fund. The proposed fees would cover the costs of the employees providing fire prevention services and meet the needs of the business community. Deputy Mayor Rindone asked why San Diego was not listed in the fee comparison with other cities. Fire Marshal Gipson explained that San Diego uses multiple personnel to perform the same level as Chula Vista provides with one staff member; therefore, the fees could not be compared from a methodology standpoint. Deputy Mayor Rindone expressed concerns about a proposed 90 percent base fee increase for day care centers and the potential to put small businesses out of business, as well as impact residents. He asked if staff had discussed the proposed fees and services with the Chamber of Commerce. Fire Marshal Gipson referenced a letter in the staff report from the Chamber of Commerce, dated June 1,2007, indicating support of the proposed fee schedule. Deputy Mayor Rindone questioned the proposed fee increase from $0 to $230 for Page 4 .. Council/Redevelopment Agency/Housing Authority Minutes June 19,2007 //! ,,' !IT e l.r' DRAFT PUBLIC HEARINGS (Continued) occupancy verification/determination and its impact on businesses that would be required to pay the fee. Fire Marshal Gipson replied that the department has received large volumes of work as a result of bars that televise major sporting events, and a requirement by the satellite provider that these establishments obtain an occupancy load verification and classification. Additionally, the proposed fee also includes fire and life-safety inspections. Deputy Mayor Rindone asked how the proposed fees of $0 up to $288 for fire clearance inspections compared with those of other cities. Fire Marshal Gipson replied that the fees were one-time and comparable to those charged by local cities, including those in the Orange County area. Councilmember Ramirez spoke in support of full cost recovery, and questioned whether the per- unit costs were competitive with other jurisdictions. Budget and Analysis Director Van Eenoo believed they were comparable with other jurisdictions, and noted staff was more conservative with the recommended fees. Councilmember Ramirez stated that the key was the ability to provide the level of service expected by the community. Fire Marshal Gipson responded that the department expected to see a significant increase in service response times with the additional staffing proposed. Councilmember McCann asked how the proposed positions would affect the backlog of fire inspection services and about the effect of the inspections backlog on the slowdown of the housing market. Fire Marshal Gipson responded that the staffmg increases were expected to provide the ability to maintain the time frames for services established by the Planning and Building Department. Since the department does not perform inspections on single-family residents, the effect of the backlog on the slowdown of the housing market would be insignificant. Councilmember Castaneda asked staff to provide a report to the Council within two weeks on how the proposed fees would equate to improved service and safety to the community. Mayor Cox asked City Manager Garcia about the ramifications of postponing a decision to the meeting of July 17,2007. City Manager Garcia responded that the $180,000 in proposed fees was programmed into the proposed budget, and any delay in adopting the fees would simply delay the implementation of the program. Deputy Mayor Rindone stated that although he was not opposed to raising fees, it would be appropriate for the Council to have further clarification. He requested an analysis of the methodology used by San Diego in establishing its fee schedule; further explanation on response times for plan checks; and a review of impacts on fees, particularly for small business, should the Fire Marshal and Senior Fire Inspector positions be pulled from the calculations. Councilmember Ramirez spoke in support of staff's recommendation for full cost recovery and expressed concern that postponing the decision would further increase the backlog of plan checks and permits. Page 5 - Council/Redevelopment Agency/Housing Authority Minutes June 19,2007 I~'S- DR_ FT PUBLIC HEARlNGS (Continued) Mayor Cox moved to adopt the resolution and direct staff to provide a follow-up report within 30 days addressing questions raised by the Council. Councilmember Ramirez seconded the motion. Councilmember Castaneda stated he would not support the motion without an understanding of the impacts or benefits of the proposed fees on local businesses. Deputy Mayor Rindone stated that although he is supportive of the fee increases and full cost recovery, he wanted to ensure that the initial impact of the proposed fees, particularly on small businesses, would not be debilitating. Mayor Cox asked Councilmember Ramirez if he would support withdrawing the initial motion. Councilmember Ramirez said he opposed withdrawing the initial motion and expressed support of staff's recommendation. The motion failed, with Councilmembers Castaneda, Rindone, and McCann voting no. ACTION: Deputy Mayor Rindone moved to continue the item to the meeting of July 17, 2007, and direct staff to address the issues identified by the Council. Councilmember Castaneda seconded the motion, and it carried 4-1 with Councilmember Ramirez voting no. Item 9 was actually heard at this time. At 8:28 p.m., Mayor Cox declared a recess. The meeting reconvened at 8:43 p.m. with all members present. 7. CONSIDERATION BY THE CITY COUNCIL, REDEVELOPMENT AGENCY AND HOUSING AUTHORITY OF THE ADOPTION OF THE OPERATING AND CAPITAL IMPROVEMENT BUDGETS FOR THE CITY AND THE REDEVELOPMENT AGENCY AND THE OPERATING BUDGET FOR THE HOUSING AUTHORITY FOR FISCAL YEAR 2007/2008 The Council received and considered the City Manager's proposed operating and capital improvement budgets for the City and the Redevelopment Agency and the operating budget for the Housing Authority for the fiscal year ending June 30, 2008. Work sessions were held on March 1, April 19, and June 7, 2007, to consider and deliberate on the recommendations contained in the proposed budgets. The budgets submitted at this time for formal adoption represent the City Manager's proposed budgets, as presented in the fiscal year 2007/2008 proposed budget document, amended to reflect various cleanup items. (Budget and Analysis Director) Notice of the hearing was given in accordance with legal requirements, and the hearing was held on the date and at the time specified in the notice. Page 6 - Council/Redevelopment Agency/Housing Authority Minutes June 19, 2007 /1} -i~ , DkAFT PUBLIC HEARINGS (Continued) Mayor Cox announced that the following Councilmembers would abstain from voting on the following sub-items due to potential conflicts of interest: Item 7B, Deputy Mayor Rindone; Item 7C, Councilmember Ramirez; Item 7D, Councilmember Castaneda; Item 7E, Mayor Cox; Item 7F, Councilmember McCann; and Item 7I, Councilmember Castaneda. With respect to Item 7H, City Attorney Moore reported that Agencymembers McCann, Ramirez, and Rindone owned properties within the stated merged proj ect area, but since insufficient facts exist to determine if the public generally exception applied in this case, the Redevelopment Agency must evoke the rule of legally required participation. The names of Councilmembers Rindone, McCann and Ramirez were placed in a paper bag. Deputy City Clerk Bennett drew one name at random, and City Clerk Bigelow announced that Councilmember Ramirez' name had been selected. Councilmember Ramirez was, therefore, permitted to participate in discussing and voting on the item. City Attorney Moore then stated that Councilmembers had no conflicts of interest on Items 7 A, 7G, 7J, and 7K, and a 4/5ths vote was required on Item 7K. City Manager Garcia introduced Assistant City Manager Thomson, Director of Budget and _Analysis Van Eenoo, and Finance Director Kachadoorian, who presented the proposed fiscal year 2007/2008 budget. Mayor Cox opened the public hearing. With no members of the audience wishing to speak, Mayor Cox closed the public hearing. Mayor Cox moved to approve Council Resolution Nos. 2007-156 and 2007-162 and Housing Authority Resolution No. 2007-033, and to place the ordinance on fust reading, headings read, texts waived. Deputy Mayor Rindone seconded the motion. Councilmembers discussed their goals and concerns, and Councilmember Castaneda referenced a memo to the Council dated June 19, 2007, from himself and Councilmember Ramirez requesting that five points referenced in the memo be included in the proposed 200712008 budget. Councilmember Castaneda suggested that each sub-item be voted on separately. Mayor Cox and Deputy Mayor Rindone concurred and withdrew their prior motion. ACTION: Mayor Cox moved to adopt Resolution No. 2007-156, heading read, text waived: A. RESOLUTION NO. 2007-156, RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING THE OPERATING AND CAPITAL IMPROVEMENT BUDGETS FOR THE CITY OF CHULA VISTA EXCLUDING CAPITAL PROJECTS GGl39, GGl66, GGl67, GGl98, GG300, LB125, LB136, LB139, STL285, STL337, STM358, PR223, PR272, PR302, PR307, TF355, PS165, SW235, SW251 AND SW253 FOR FISCAL YEAR 2007/2008 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30,2008 Page 7 - CouncillRedevelopment AgencyIHousing Authority Minutes June 19,2007 II} 7 DR J:~),FT PUBLIC HEARINGS (Continued) ACTION: ACTION: ACTION: ACTION: Deputy Mayor Rindone seconded the motion, and it carried 3-2, with Councilmembers Castaneda and Ramirez voting no. Mayor Cox moved to approve Resolution No. 2007-157, heading read, text waived: B. RESOLUTION NO. 2007-157, RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING THE CAPITAL IMPROVEMENT BUDGET FOR PROJECTS GG139, G0166, G0167, G0198, G0300, PS165 FOR FISCAL YEAR 2007/2008 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30, 2008 Councilmember McCann seconded the motion, and it carried 3-1-1, with Councilmember Ramirez voting no and Deputy Mayor Rindone abstaining. Deputy Mayor Rindone moved to adopt Resolution No. 2007-158, heading read, text waived: C. RESOLUTION NO. 2007-158, RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING THE CAPITAL IMPROVEMENT BUDGET FOR PROJECTS LB125, STL285 AND STL337 FOR FISCAL YEAR 2007/2008 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30,2008 Councilmember McCann seconded the motion, and it carried 4-0-1, with Councilmember Ramirez abstaining. Mayor Cox moved to approve Resolution No. 2007-159, heading read, text waived: D. RESOLUTION NO. 2007-159, RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING THE CAPITAL IMPROVEMENT BUDGET FOR PROJECTS LB136, LB139, PR223, PR272, SW251, AND SW253 FOR FISCAL YEAR 2007/2008 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30, 2008 Deputy Mayor Rindone seconded the motion, and it carried 3-1-1, with Councilmember Ramirez voting no and Councilmember Castaneda abstaining. Councilmember Castaneda moved to adopt Resolution No. 2007-160, heading read, text waived: Page 8 - CounciVRedevelopment AgencylHousing Authority Minutes June 19,2007 lit I"!", C DR /\FT PUBLIC HEARINGS (Continued) E. RESOLUTION NO. 2007-160, RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING THE CAPITAL IMPROVEMENT BUDGET FOR PROJECTS STM358 AND TF355 FOR FISCAL YEAR 2007/2008 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30, 2008 ACTION: ACTION: ACTION: Councilmember McCann seconded the motion, and it carried 3-1-1, with Councilmember Ramirez voting no and Mayor Cox abstaining. Deputy Mayor Rindone moved to adopt Resolution No. 2007-161, heading read, text waived: F. RESOLUTION NO. 2007-161, RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING THE CAPITAL IMPROVEMENT BUDGET FOR PROJECTS PR302, PR307 AND SW235 FOR FISCAL YEAR 2007/2008 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30, 2008 Councilmember Castaneda seconded the motion, and it carried 3-1-1, with Councilmember Ramirez voting no and Councilmember McCann abstaining. Mayor Cox moved to adopt Resolution No. 2007-162, heading read, text waived: G. RESOLUTION NO. 2007-162, RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING A WORK FURLOUGH FOR EXECUTIVE, SENIOR AND MIDDLE MANAGERS; CONFIDENTIAL EMPLOYEES; AND EMPLOYEES REPRESENTED BY WESTERN COUNCIL OF ENGINEERS (WCE) Deputy Mayor Rindone seconded the motion, and it carried 4-1, with Councilmember Ramirez voting no. Mayor Cox moved to adopt Redevelopment Agency Resolution No. 2007-1979, heading read, text waived: H. RESOLUTION NO. 2007-1979, RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA ADOPTING THE OPERATING AND CAPITAL IMPROVEMENT BUDGET FOR THE REDEVELOPMENT AGENCY FOR THE SOUTHWEST/TOWNE CENTER IIIOTAY VALLEY/ADDED AREA PROJECT AREA FOR FISCAL YEAR 2007/2008 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30,2008 Agency Member Castaneda seconded the motion. The motion failed 2-1-2, with Agency Member Ramirez voting no, and Agency Members Rindone and McCann abstaining. (The resolution was subsequently adopted, as noted below.) Page 9 _ CounciI/Redevelopment Agency/Housing Authority Minutes June 19, 2007 U', .~ t/ff"~ Y Dt" \ [;1 . ~""( j . fa. ~ PUBLIC HEARINGS (Continued) City Manager Garcia spoke regarding the possible implications of the failed vote on Item 7H, which includes debt payments on financial obligations by the City and legal requirements of the Finance Director to advise bonding agencies on potential for defaults. ACTION: ACTION: ACTION: ACTION: ACTION: Agency Member Ramirez moved to reconsider Item 7H. Agency Member Castaneda seconded the motion, and it carried 3-0-2, with Agency Members Rindone and McCann abstaining. Chair Cox moved to adopt Redevelopment Agency Resolution 2007-1979. Agency Member Castaneda seconded the motion, and it carried 3-0-2, with Agency Members Rindone and McCann abstaining. Chair Cox moved to adopt Redevelopment Agency Resolution No. 2007-1980, heading read, text waived: 1. RDA RESOLUTION NO. 2007-1980, RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA ADOPTING THE OPERATING AND CAPITAL IMPROVEMENT BUDGETS FOR THE REDEVELOPMENT AGENCY FOR TOWNE CENTER I AND THE BA YFRONT PROJECT AREAS FOR FISCAL YEAR 2007/2008 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30, 2008 Agency Member McCann seconded the motion, and it carried 3-1-1, with Agency Member Ramirez voting no, and Agency Member Castaneda abstaining. Chair Cox moved to adopt Housing Authority Resolution No. 2007-033, heading read, text waived: J. HA RESOLUTION NO. 2007-033, RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA ADOPTING THE OPERATING BUDGET FOR THE HOUSING AUTHORITY FOR FISCAL YEAR 2007/2008 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30, 2008 Authority Member Rindone seconded the motion, and it carried 4-1, with Authority Member Ramirez voting no. Councilmember Rindone moved to place the following ordinance on first reading, heading read, text waived. Page 10 - Council/Redevelopment AgencylHousing Authority Minutes June 19,2007 //j-/() DR "\ 1:1 . _ _J PUBLIC HEARlNGS (Continued) K. ORDINANCE OF THE CITY OF CHULA VISTA AMENDING CHULA VISTA MUNICIPAL CODE SECTION 2.05.010 RELATING TO THE ESTABLISHMENT OF UNCLASSIFIED POSITIONS TO ADD THE POSITIONS OF CALIFORNIA BORDER ALLIANCE GROUP (CBAG) ANALYST, CBAG PROGRAM MANAGER, CITY ENGINEER, GRANTS DEVELOPMENT MANAGER, ECONOMIC DEVELOPMENT OFFICER, GOVERNMENT RELATIONS LIAISON, HOUSING MANAGER, PLANNING MANAGER, REDEVELOPMENT MANAGER AND TRANSIT MANAGER AND TO ELIMINATE THE POSITIONS OF COMMUNICATIONS MANAGER AND INTER- GOVERNMENTAL AFF AIRS COORDINATOR Mayor Cox seconded the motion, and it carried 4-1, with Councilmember Ramirez voting no. With reference to the memorandum submitted by Councilmembers Castaneda and Ramirez, Mayor Cox proposed that Items 1, 2, and 3 be referred to the City Manager for his consideration and brought back to the Council within 30 days for his initial response. Councilmember Castaneda moved to submit Items 1, 2 and 3 of the memorandum to the City Manager to establish a process for review and to come back to the Council with suggested recommendations; and with respect to Item 4, there be a commitment by the Council that any available funding resulting from budget adjustments be committed to the operation and maintenance of the Rancho del Rey Library. There was no second to the motion. Councilmembers further discussed the items contained in the memorandum. City Manager Garcia summarized that staff would need to work with the Council to prepare a strategic plan to make up a $4 million deficit over the next year. He spoke of the need to have substantive discussions about objectives, goals and priorities and realistic projections for future fiscal years. He also expressed the need to gain an understanding of the City's existing inventory, specifically in terms of strategic plans for each department; and supported the concept of a Council retreat/workshop to discuss some of the future challenges. ACTION: It was the consensus of the Council to refer the memorandum from Councilmembers Castaneda and Ramirez, dated June 19, 2007, to the City Manager for his response. OTHER BUSINESS 8. CITY MANAGERlDIRECTOR'S REPORTS There were none. Page II _ Council/Redevelopment Agency/Housing Authority Minutes June 19,2007 /Ii ~// , . DRj~,FT OTHER BUSINESS (Continued) 9. MAYOR/CHAIR'S REPORTS Item 9 was actually heard prior to Item 7. · Ratification of reappointment of Mike Najera as the City of Chula Vista's representative on the Board of Port Commissioners to a term ending January 2, 2011 Dukie Valderama, Port Commissioner for the City of National City, spoke in support of the re- appointment of Commissioner Najera, stating that they had worked closely on the Gaylord project, for which Mr. Najera had taken a leadership role. She noted that Mr. Najera was an asset to the community. Port Commissioner Najera reported on a number of projects he worked on over the past 10 months. Deputy Mayor Rindone requested that the item be placed on the agenda as "consideration of re- appointment" in the future to give the Council the opportunity for healthy dialogue prior to taking action. He then spoke in support of Commissioner Najera's re-appointment. ACTION: Councilmember McCann moved to re-appoint Commissioner Najera as Chula Vista's representative on the Board of Port Commissioners. Councilmember Ramirez seconded the motion, and it carried 5-0. Councilmember Ramirez expressed his appreciation of Commissioner Najera's commitment as Chula Vista's representative on the Port Commission. Councilmember Castaneda questioned what the Port was doing to ensure removal of the South Bay power plant. Mr. Najera responded that the Port was awaiting removal of the run-must-run status, and that the City needed to continue to meet with SDG&E in order to meet the scheduled removal date of 2010. Councilmember Castaneda asked for Mr. Najera's commitment to continue working to ensure that the 20 I 0 deadline, or soon thereafter, was maintained. Mr. Najera responded affirmatively. Mayor Cox asked Mr. Najera for his commitment to making diligent efforts to open "H" Street. Mr. Najera responded affirmatively. Mayor Cox also requested that Mr. Najera return with an updated report to the Council in August or September. Mayor Cox spoke about the success of the recent Board and Commission recognition event, and thanked various members of staff for their assistance. She recommended that next year's recognition be held on a Monday night in order to accommodate the scheduling of other events at City facilities. Mayor Cox announced that on July 7,2007, the Nature Center would host its gala in honor of its 20th anniversary; tickets may be purchased from the Nature Center. Page 12 - CouncillRedevelopment Agency/Housing Authority Minutes June 19,2007 / iJ /..L- DR '\FT OTHER BUSINESS (Continued) Mayor Cox announced that the deadline for accepting applications for the Chula Vista Redevelopment Corporation was July 2, 2007, and interviews have been scheduled for July 11, 2007. Mayor Cox stated that on July 10,2007, Mr. Kieser would present a report to the Council on the independent fmandal review. Mayor Cox thanked the Council for its support of Mike Najera as the City's representative on the Port Commission, expressed gratitude to the Finance Department staff and Directors, and gave best wishes to Assistant City Manager Thomson on his retirement. 10. COUNCIL/AGENCY MEMBERS' COMMENTS Councilmember McCann thanked the board and commission members and City staff for the success of the recent dinner. He also congratulated the YMCA on its gala event, wished Assistant City Manager Thomson a fond farewell, and wished all fathers a belated happy Father's Day. Deputy Mayor Rindone confirmed that the Growth Management Oversight Commission workshop scheduled for June 21, 2007, had been cancelled. He then congratulated Assistant City Manager Thomson on his years of service to the City, and wished him a healthy and happy retirement. At 10:24 p.m., the City Council recessed to Closed Session in the Council Conference Room. CLOSED SESSION 11. CONFERENCE WITH LEGAL COUNSEL REGARDING SIGNIFICANT EXPOSURE TO LITIGATION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(b) One case No reportable action was taken on this item. ADJOURNMENT At 11:27 p.m., Mayor Cox adjourned the City Council to the Regular Meeting of July 10,2007, at 6:00 p.m. in the Council Chambers; the Redevelopment Agency to the Regular Meeting of July 12, 2007, at 6:00 p.m. in the Council Chambers; and the Housing Authority until further notice. --------- Lorraine Bennett, CMC, Deputy City Clerk Page 13 _ Council/Redevelopment Agency/Housing Authority Minutes June 19, 2007 I/J 13 MINUTES OF ADJOURNED REGULAR MEETINGS OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA October 2, 2007 4:00 p.m. Adjourned Regular Meetings of the City Council and the Redevelopment Agency of the City of Chula Vista were called to order at 6:28 p.m. in the Council Chambers, located in City Hall, 276 Fourth Avenue, Chula Vista, California. ROLL CALL: PRESENT: Agency/Councilmembers: Castaneda, McCann, Ramirez, Rindone, and Chair/Mayor Cox ABSENT: Agency/Councilmembers: None ALSO PRESENT: Executive Director/City Manager Garcia, General Counsel/City Attorney Moore, City Clerk Bigelow, and Senior Deputy City Clerk Peoples PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE CONSENT CALENDAR (Item I) City Attorney/General Counsel Moore asked that the following item be removed from the agenda. It was not discussed, and no action was taken. 1. JOINT RESOLUTION OF THE CITY COUNCIL AND REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA ESTABLISHING A POOL OF INVESTMENT BANKING AND UNDERWRITING FIRMS FOR THE CHULA VISTA BAYFRONT DEVELOPMENT AND REDEVELOPMENT AGENCY PROJECT AREAS Over the next several years, the City anticipates developing a world-class waterfront using sound planning and economics, and recommends establishing a pool of investment banking and underwriting firms to help finance these new development and redevelopment projects. (Finance Director) ITEMS REMOVED FROM THE CONSENT CALENDAR There were none. PUBLIC COMMENTS There were none. /13-/ PUBLIC HEARINGS 2. CONSIDERATION OF SALE OF SPACE 118 AT ORANGE TREE MOBILEHOME PARK The Redevelopment Agency assisted residents with the purchase of the Orange Tree Mobilehome Park in 1987. Currently, five spaces remain in Agency ownership. It was the Agency's intent to sell the spaces to current or incoming tenants when in a position to purchase. The Agency has received an offer of $43,000 to purchase Space 118. (Acting Community Development Director) Notice of the hearing was given in accordance with legal requirements, and the hearing was held on the date and at the time specified in the notice. Senior Community Development Specialist Kurz provided the staff report. Chair Cox opened the public hearing. There being no members of the public who wished to speak, she then closed the public hearing. Agency Member Castaneda asked staff to make it a priority to sell the remaining mobilehome spaces, as it was never the intent of the Agency to be mobilehome park landlord. ACTION: Agency Member Castaneda offered Resolution No. 2007-1983, heading read, text waived: RESOLUTION NO. 2007-1983, RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING THE "REAL ESTATE PURCHASE CONTRACT" AND AUTHORIZING THE COMMUNITY DEVELOPMENT DIRECTOR TO EXECUTE SAID CONTRACT AND RELATED DOCUMENTS FOR SPACE 118 AT ORANGE TREE MOBILEHOME PARK Vice Chairman Rindone seconded the motion, and it carried 5-0. ADJOURNMENT At 6:36 p.m., Chair/Mayor Cox adjourned the City Council to a Regular Meeting on October 9, 2007 at 6:00 p.m. in the Council Chambers, stated that the Adjourned Regular Meeting of October 4, 2007 had been cancelled, and adjourned the Redevelopment Agency to its Regular Meeting of October 16,2007, at 6:00 p.m. in the Council Chambers. a~~~ Lori Anne Peoples, MMC, ~City Clerk Page 2 - CouncillRDA Minutes /~-~ October 2, 2007 (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. 2-1 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. 2-2 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 2-3 '. .. 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. 2-5 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. 2-6 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 2-7 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 2-9 II Ii lal Attachment 1 Rados Property Transfer Rados Property N A ~!~ -- """;: : mY Of CHUlA VISfA c"""""""""",_nO"nRUl 2-10 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 2-11 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]. 1 2-12 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,. 2 2-13 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. 3 2-14 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 4 2-15 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 5 2-16 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 6 2-17 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 .' ..../ .;... - . r.' .' . J '--~~/.L 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 106111-000014 114488.01 2-19 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 11 2-20 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 106711.000014 i744JB.Ol 111 2-21 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 2-22 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 3 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 6 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 7 2-29 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 8 2-30 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 9 2-31 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 :10 I 21-32 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 2 J-34 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 3 -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 -36 (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 -38 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 3 -45 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 ., 6 -48 i I I 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 7 2 49 .j j 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. , i I 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& 8 -50 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. I i 106711 D00015172405.09 29 -51 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 o -52 I I i 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 -53 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 ., 2 -54 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 I 106711.lKXXM.51724Q5.09 33 2 55 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 2-57 . , 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 106711.0000151'1'2405.09 48 -70 , I (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 , 1087110CXXl151n405.09 49 -71 (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. 106711.ClaXl15172405.OS 50 ,I -72 (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 , i I I i -73 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 52 .1 -74 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 3 -75 .i 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 .i 4 -76 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 55 -77 i 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 ,i 56 -78 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 I , , , .1 -79 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 .1 58 2-80 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 10671 1.000015 t7'2<<l5.~ I i -84 .-. + + + + + + + +~ + ) ~ + j+ + """ i, + .~ + + I, + '+ + + I + + EXHIBIT A CAMPUS -85 .:.:- .... 1~ ~ ~ : ~W 1:11: .... :::: ;'l: + + l ~1 .l~l :::: :.:. + :::: .:.: II!! .:.: :.:. mj ~i ~m :::: :::: ::F: . ~ .:.: . . < . 0 ~ B . . i + + + + + +N ~+ + + + + + OM" .TUET + + ~'i ~ + "'+ + + . . . + + ~ + + + ~ + 3 ".. 106711.000a151n405.ClI , I ,I 'bitB n Section 1.3) ew ampus 2 86 UY lOUUVA"O L M , . ~ ...."'""'''''''"1"'1''''''111"'''....''..,'"'....''11'''' I ~ ++ +l!I ~+~+ +L;I+ .. . . ; f i ~ 'n II lliJ11 -- ;.,?iii-- II/GIlr,ii-- e Lilli! -- 3 30 , ill.] + WETLANDS "'ARlMA P",IIIl.WAY RELOCATIOII AGREE.EIIT CHULA VlSTA CAMPUS ~ ~ BFQ FEE-OWNED _ ~"I~E:C'Q~:EIl -- -_AJIl HtCH TIDI! UHIi IHlIIIlIIIAIL. ROAD TRACIeS ::::::: 1I0AD . CLORD === ROAD . NEW c::::J BlPG . EXIBTIJtQ ~ "'--- ~ en ::::) Q. :i or:( 0 ~ ..... <Xl I Z ---- m I- - m - :t >< W Ex 'bit C (ref ere ed' Section 2.105) Sit Map 108711.000015 1724D5_09 2-88 " + l.Al;lOOIl OIl'IY'( + j; i illi. + ~::: + mL ~m ~ + ~:! · :~i! .:.: + :::: + I!!! !:~: + 1m + + €l3 + j + !i + + I + ,;' j,+ ~i + + I, + ,~ + + . > < . . ~ a . i T + + r; C T + .IPITItIIT . > < + . + ! + + < > . + . .,. + + I ........... ,,,WAY I i P 0 GI~ I '" "m , "'0 . ~ c ~ I; ~ :=n ~ m . > . > . > > p z ~ m m '" ~ m S '" . m . . ~ m > I > " . .. m I ;; ~ ~ . c . n ~ a I ~ . > ~ z > ~ ~ " " n ~ ~ ~ c " m z '" m EXHIBIT C I , i 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 ,; ; f~ s::: oJ:.1 I B Ell xhi it E (Referen ed i Section 2.14) C vere Areas 2 92 'H' STREET I II I ~~ rt .. _.....I( J f) ~ f , II II ibit F (refe Section 4.2) treet Extension 108711,0000151n405_09 -93 .. , ~ ~'-' ""'~":-.I ---- '.\ I' I.. "\ i\ II, \ \ ; . l.j " ,. ., .~ .<< ~,~ !ii. ; ~;,: PC' PROP~&'m F\Jru~E EXTENSION -" 1f.i1~' o N ~ 1 ""'+ .~ ~ ~ ,.. ; ~ A. '. :'2 '! , f , o . .0; 8AMJPpeR -'WAY ._.. h,.,_.~ ." ", LEGEND ~ INOICATES BUilDINGS TO BE REUO\'ED , , " " " " 25 " .. ., 52 " .. " .. ,.. "'0 .', '" 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 1~ \ \\ ~ ~ 'I. 'to ROHR FACILITIES .. .. lE '7'1 " 'B~' ;;,.' .. ~, .. .. ~. , rUEl TAI'll<S TO BE RELOCATED '1 ~. "l " ~~XISilNG NORTH/SOUTH 15 ~~~I:- ROAD ,,~, ~"" I /.- ~/ /,"-,,~ ~~ ".." ,,- 94'frZ ~ iLl '''''':0 WT/."~ PRIMARY ACCESS ROAD \ 'H' STREET JO '. ~E)(ISTING NORTH/SOUTI-l ARTERIIL . ACCESS ROAD ROHR FACILITIE:!. r"" ":'CENTERlINE !iDGatE 69~Y: ;, .,.. '," T"-'NSM1SSION LINES Al>IQ.' . ': _ TOWERS .',i ~. . "',' .;: '\ 72': .,1 >0' 1'.'1'2'110'1"'1." PROPOSED FUTURE EXTENSION OF "H" ST, WEST OF MARINA PKWY (CLASS 2 COLLECTOR) NO SCALE 1C.<I' l R/W 94' R/. ,,' ". '0' $.5' - ,,' 5" ,,' ,,' a'a' ,,' n' ,.. JT 1 5.5' - ~~ MARINA PARKWAY EXTENSION (4-LANE MAJOR) NO SCALE ~ " . ir J 5 ~- ~ "H" ST, EAST OF MARINA PKWY (CLASS , COLLECTOR) NO SCAlf '0' :>. iii: >-, ~, " " ,; " " .!, ! . ':\ r N .. j I 1""'200' I- ~ ~ "'i ... Cl C '= "'" u ... .. .. CJl "Q Cl .- .... ~il Iio1 u fa\ . 'H' STREET EXTENSION AUGNMENT 1 0: o .. '" fl ~ 1:""" to> ...1 .. ~ =: .. n_~__--= PORT OF SAN DIEGO UNIFIED PORT DISTRIC" BOI"ILE .,...,..".. c;OMIg,....TIll:tn 01 JlJ'jE 1887 StEET 1 . EXHIBIT Ex "bit G (refe ced Section 4.3) Marina ar ay Realignment 10El711.Cl0ll015172405.09 I I , i -95 ~ ~ l.t<t ~';;':;;<I'~ MAMtA PARtCWAY ALICIMiIENT 1 PORT OF SAN DIEGO UNFlED PORT DISTRICT , " , >\ Sar.4.E -- "- ~._. ._~_..-... .. . Oil NOYEMIlER 18118 8M!ET" ElOBT A ~ . .. ..--,:.-_# ....-.:-......~.~.. "~ - - ----:;:-. ., ." ~ .', il -\ ~, I ~\ \ ~ \ . w >I'~ - . \ itG (Referen eel. Section 4.3) Marina P rkw y Alignment I I i 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 I~ II- '~lS'lC=::-----' I -- Do- .- 1- -- ,,- -.--- .--J .----. -- I ~ Easement Area I I · NTER5T""Tf 5" AY ~ It l' .1 r I r' ~I . fc ~ Ug~~ ... >- De CIl XI! 8 c.:> I~ I I I I I I J11i.r-~, ~-rJ! 11 I " ' ( 110 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 2 2-106 .~. ....... 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 3 2-107 '.. 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. 30020558.45 '4Z3[H)03!l 4 2-108 /() I D- "( f i '. , i' I , !lV. II'; I L i. ~ ( 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 5 2-109 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 6 2-110 . , ; J j j :1 j i IVU. U;JI1. : I (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 7 2-111 'W. ..~'... "; J.. (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 g 2-112 ':') ':,":/ '1 ';</ ", ! .1 i .1 . i i ,tv. vj I L " '... ( 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 Sea) 2-113 '. NO. 0372 ~ I! '. I. '. i ....... 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 f-114 J , i { . EXHIBIT A '! ::'1 ,', ':'J :'j A >J I 'j i (New C~pus Map) . 2-115 [ , NV. GilL " l... '"I: . ..f ...., ::::.{ :: ~':i . , :'. .r "'1 "1 :::' '.' :. i .(.-~ nv.I/;Il". I, ~c ,w.r~ c b ~E: :: ~ g r . > . i E . \ \ . , EJ Q :l -,.. STI C ~ o l! it7 ::j :!I ~! ,.., 10. "'i / MwI... .....,. I '" 011 I ~~~I .. I 0 I' /;; i: - i E 0 ,. ,. ,. J:: ;; : . ~ ,. ., > " > t:llE 0 , . . . J:: $0 " -.. .. ~ '" " ~ ~"" :: ;: , .. . > c'" . a m r .. or" = '" " ~ :l c!: ! t? ,. ~ $- - " " . ;'Q' ; " 4J ;; . . - ~ . r . " ~ . NEW CAMPUS 2-116 EXHIBlTB (Description of Agency Land) 30020556.44 '<<30-0039 2-117 ,.-. "oJ'.I. .. I r .( ,. 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: ! ! , ! i . I ; I I , i . ~'---_... .... 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. \\0. .~_/'. ,,\ \.J \ '\ ~/i' r... QQ\~ .......--;\').I?> ~:.. V1 I\.G ~."-"'t.." . \ ~ ._....-:'l~A. II ~ ......-;".0'2. ,,,'" 't.. .... ~\1.. " .. _....'" P \' 1'2..0" 0' L-6 \ 0 ~ 00.0 \ - '2. \ ''2.0 P.o.B.~ Wl/4 CoR\ QUARTER \ SEC. 162 "" I ~ ~ ~ @U @ @U w "" 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' @jb ~ ~ ~ "'" @ ~ @ q\ d> ~ ~ IJ' 7W ",!\ ~ S7B021'00"E 46.20' 20.00' <;@ @ ~ "'" @ ~ @ q\ v -0 . ~ U' ~ \ ~ I'l \ vi 6' ~ ~ @jb - ~ d> - ~ EXHIBIT "B" ~INDICATES EASEMENT AREA AREA = 1491 SQ. FT OJ <[:, "VA p. if' :.. p .--{\ -:.,:.. V' _ '-;/ 0', ,po \ p'" 6' / -1' - ~ ::.. ("\ ../\ N.. \....I "'~. (1'\\ u' ". t'> , ". '. . .... 0" u" v ",', - ~\ .-I'. .-Ii...... \0')' :, . ,....... ~ ~ ~ "v....-\ 0' is' SCALE 1 "= 80' 0' \00.0 ~/~/'#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""'. ~~P. IlL. ! ; ! I i I ; ! , , , I ':nj ... 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. /---:; ~"\ ...--., (". n"-\ -.-1}1} \' 1 n u \ '" -----.-'2.\ <j. ~"" \..- I\GU -..-,,~ ' \ r ~..~'~2A. II \..- .-.....-'2.. 0'2. ''2.1\ ~ -,-.\1 '2. ../ \' '2.' 0 , \ "'_ .' ~OO.OO \ ''2.0 P'O'B'~ W1/4 COR QUARTER SEC. 162 \~ " ~'" \" 0 -\. .0 \r-;,;.O - S78'21'00"[ 46.20' 20.00' "B /I EXHIBIT ~INDICATES EASEMENT AREA AREA = 1491 SO. FT "@ @ ~ ~ @ ~ @ "\ffi ~ ~ ...-' ~ ~ ~ "'7..-A 0' 0' OJ 'f, "'7.-L "'. ~\ -0-. .-<\ -\\ - ~ o ~ .Y" \ "". 6' / -" - k- ~.... ~ ./\ "" '--' "'~'. 1"'..... u' ". '" .... ": .... o~ u" V' ""'. - ~\ -\'. -1\ y . -0 . -?- @ "\ffi @J ~ ~ ~ ~ V' ~ \ o 1'0 1'0 \ v' 6' ~ ~ ~ @ ~ ~ ~ . ~ -- "" I ~ ~ @U @ @U J> ~ w '" 1 "= 80' SCALE J> -- 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 2-137 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 2-138 (HULA VISTA REDEVELOPMENT AGENCY ACENDA STATEMENT December 4, 2007 - Item ~ ITEM TITLE: JOINT RESOLUTION APPROVING A 90-DA Y EXTENSION OF THE TERM OF THE PREVIOUSLY APPROVED LETTER OF INTENT AND AMENDMENT NO.1 TO THE LETTER OF INTENT BETWEEN THE CITY OF CHULA VISTA, THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, THE SAN DIEGO UNIFIED PORT DISTRICT AND GAYLORD ENTERTAINMENT, AND AUTHORIZING THE CITY MANAGERlEXECUTIVE DIRECTOR TO SIGN THE EXTENSION AGREEMENT ON BEHALF OF THE CITY AND THE REDEVELOPMENT AGENCY DENNY STONE, ECON IC DEVE PMENT OFFICER \!3 CITY MANAGER 4/5THS VOTE: YES NO X SUBMITTED BY: REVIEWED BY: BACKGROUND In May 2007, the City Council and Redevelopment Agency approved Amendment No. I to extend the term of the Letter of Intent between the City, the Redevelopment Agency, the San Diego Unified Port District and Gaylord Entertainment until November 30, 2007. The approved Amendment also contemplated the possibility of an additional 90-day extension beyond November 30, 2007 if mutually agreed by the parties. ENVIRONMENTAL REVIEW The Environmental Review Coordinator has previously reviewed the proposed amendment to the LOI for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines; therefore, pursuant to Section 15060( c )(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review is necessary. RECOMMENDATION Adopt the resolution approving the 90-day extension referenced in Amendment No. I to the LOI between the City of Chula Vista, the Redevelopment Agency of the City of Chula Vista, the Unified Port District of San Diego, and Gaylord Entertainment Company extending the term to February 28, 2008, and authorizing the City Manager/Executive Director to sign the agreement to extend the term for 90 days on behalf of the City and the Redevelopment Agency. 3-1 December 4, 2007 Item :5 Page 2 of2 BOARDS/COMMISSION RECOMMENDA nON Not Applicable DISCUSSION The purpose of this staff report is to seek authorization for a 90-day extension to the existing Letter of Intent (L01) among the San Diego Unified Port District (Port), the City of Chula Vista, the City of Chula Vista Redevelopment Agency, and Gaylord Entertainment Company (Gaylord) for the construction of a major hotel, convention center, and retail space on the Chula Vista Bayfront as contemplated in the approved Amendment No. I to the LOr. No other changes to the L01 are being proposed. The purpose of the L01 is to outline, in broad terms, key principles that are being used as the basis for staff to negotiate agreements with Gaylord and the Port to implement participation in the development of a conference center, resort hotel and other ancillary development on the Chula Vista Bayfront. DECISION MAKER CONFLICT Staff has reviewed the property holdings of the City Council and Redevelopment Agency Board Members and has found a conflict, in that Council/Agency Board Member Castaneda has property holdings within 500 feet of the boundaries of the property, which is the subject of this action. FISCAL IMPACT The Letter ofIntent establishes broad parameters and direction to staff to negotiate with the San Diego Unified Port District and Gaylord Entertainment. There are no fiscal impacts associated with approval of the Resolution extending the term of the LOI for an additional 90 days. ATTACHMENTS I. Agreement to Extend the Term of the Letter of Intent 2. Letter ofIntent Amendment No.1 approved May 15,2007 3. Letter ofIntent approved July 25, 2006 4. Addendum to Letter of Intent Prepared by: Denny Stone, Economic Development OjJicer, City Manager's Office 3-2 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL '-8~A /~ Ann Moore City Attorney ,'1--" L,,' Dated: J (( d..-I I (l -t Agreement to Extend the Term of the July 25, 2006 Four-Party Letter ofIntent Until February 28, 2008 3-3 ATTACHMENT 1 AGREEMENT TO EXTEND THE TERM OF THE JULY 25, 2006 FOUR-PARTY LETTER OF INTENT UNTIL FEBRUARY 28, 2008 The Letter of Intent (LOI) by and among San Diego Unified Port District, City of Chula Vista, Redevelopment Agency of the City of Chula Vista and Gaylord Entertainment Company (collectively, Parties), dated July 25, 2006 and on file in the Office of the District Clerk of the San Diego Unified Port District bearing Document No. 50937, as amended, including the Addendum to the LOI, dated November 30, 2006 and on file in the Office of the District Clerk of the San Diego Unified Port District bearing Document No. 51239, expires on November 30, 2007. Pursuant to Amendment No.1 to the LOI, dated June 13, 2007 and on file in the Office of the District Clerk of the San Diego Unified Port District bearing Document No. 52055, the term may be extended for an additional ninety (90) day period by mutual written agreement of the Parties. By way of signature of this letter, the Parties to the LOI hereby mutually agree to extend the term of the LOI for an additional ninety (90) days to February 28, 2008. This letter may be signed in multiple parts, each of which shall be deemed to constitute an original and all of which, taken together, shall constitute one and the same instrument. Document No. 268909 November 28,2007 LO! Extension Page I Of'~' <" 'iloJ A~ . ~ 4~ O"i r't. .l \ ,.\..!." L 3-4 AGI'<EEMI=I~l TO EXTE'ND I.Oll[[~M Approved as to form: , .' ~, ! .. I, ,;,. ".,' By__.~...~~_i [' ?!!' L/ ~'~l.'j_.___.._,. Ellen Corey Born' Assistant Port Attorney Approved as to form: By. Ann Moore City Attorney City of Chula Vista Approved as to form: By Ann Moore Agency Geneml Counsel I'(edevelopment Agency of the City of Cllula Vista I )nCtlJ1lCllL No. 2Mi909 N,)\'clllbl.:r 28.2007 J.()I EXlellsillll Pll~C 2 3-5 SAN OIl=:GO UNIFIE:O I"or~l OISTt<lCT BY~~._.__n______ ....___ I(aren J. Weymann Acting Director, I'.eal Estate CITY OF CHULA VISTA By____u._. David Garcia City Manager I'.EDEVELOPMENT AGENCY Of THI= CITY 01= CHULA VISTA BL_. ._ David Garcia Executive Director GAYLO ;:> I~N;rEIWR AINMEN I. COMF'ANY r., __-- - ---" - -- nature "J I"RINT N/~fV1E _~~e,~[1wvok.. PI'(INT TITLE: :5 V p___ ATTACHMENT 2 AMENDMENT NO.1 TO LETTER OF INTENT BY AND AMONG SAN DIEGO UNIFIED PORT DISTRICT, CITY OF CHULA VISTA, REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, AND GAYLORD ENTERTAINMENT COMPANY CONCERNING BAYFRONT HOTEL, CONVENTION CENTER AND ANCILLARY DEVELOPMENT S8n Diego Unified Port ~dct S;r;;vss Document No. Filed JUN f 3 ?Of17 Office of the District Clerk RECITALS WHEREAS, the San Diego Unified Port District ("Port District"), the City of Chula Vista, California ("City"), and the Redevelopment Agency of the City of Chula Vista (RDA), (collectively, the "Governmental Entities"), and Gaylord Entertainment Company ("Gaylord ") have entered into a Letter Of Intent dated July 25, 2006, and; WHEREAS, the Letter Of Intent was also authorized by a Resolution of the Board of Port Commissioners and was also authorized by a Resolution of the Chula Vista City Council and the Redevelopment Agency Board, at public meetings held on July 25, 2006, and; WHEREAS, the Port District, the City, the RDA, and Gaylord desire to amended said Letter of Intent; NOW THEREFORE, the parties agree to amend the Term of The Letter Of Intent in the following respect: The Term of Letter of Intent shall be extended from May 31, 2007, to November 30, 2007, and may be extended for an additional 90-day period after November 30, 2007 by mutual written agreement of the parties. The Term of the Letter of Intent may end earlier if any Option Agreement or Lease is executed between the Port District and Gaylord and the basic structure of the Public Financial Commitment finalized to the satisfaction of the parties, or if any party elects to end negotiations as described in paragraph 12 of the Letter of Intent. (Signatures to Follow) rRIPUCATE.ORIG'N~L 3-6 ADDENDUM TO LETTER OF INTENT PAGE 2 Approved as to form: SAN DIEGO UNIFIED PbRT DISTRICT By Zf4 .& By ~ OaA -O?:;j Ran a J. Corll9lio d Acting Director, Real Estate Approved as to form: CITY OF CHULA VISTA By BY~~ I~ ~~ Ann Moore City Attorney City of Chula Vista " ) Jim Thomson Interim City Manager Approved as to form: REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA ByJt",~ (Iv J~BY Ann Moore Agency General Counsel Redevelopment Agency of the City of Chula Vista ~ ) ~/ ~ Jim Thomson Interim Executive Director GAYLORD ENTERTAINMENT OMPANY ~~ PRINT NAME: ~~ Vik-Po~ ~p PRINT TITLE: Document No.1 94068 V3 3-7 ATTACHMENT 3 San Oi8ElO Unified Port District Document No 50937 FHed AUG 0 3 20an Office 01 the District Clerk LETTER OF INTENT BY AND AMONG SAN DIEGO UNIFIED PORT DISTRICT, CITY OF CHULA VISTA, REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, AND GAYLORD ENTERTAINMENT COMPANY CONCERNING BAYFRONT HOTEL, CONVENTION CENTER AND ANCILLARY DEVELOPMENT RECITALS WHEREAS, the San Diego Unified Port District ("Port District") and the City of Chula Vista, California ("City"), since 2003 have been engaged in a joint planning process for the redevelopment of the Chula Vista Bayfront, resulting in the Chula Vista Bayfront Master Plan, and; WHEREAS, the three-year joint planning process included broad stakeholder and community involven1ent in many forms including numerous public outreach meetings and the formation of a Citizen's Advisory Committee, and; WHEREAS, the joint planning process concluded that the early presence of a significant "anchor" project is desirable and will serve as a catalyst for future public and private development, and; WHEREAS, the concept proposed by Gaylord Entertainment Company ("Gaylord"), and outlined in this Letter of Intent has the necessary features of such an anchor project and is consistent with the Chula Vista Bayfront Master Plan and the general direction of the Citizens' Advisory Committee, and; WHEREAS, Gaylord's financial, managerial, and development qualifications were validated in an open competitive Request for Qualifications process, and; WHEREAS, the Project contemplated by this Letter of Intent will generate substantial benefits to the local and regional community in the form of increased tax and lease revenues, permanent jobs, and by providing the people of California and local community with significant public amenities, such as more than 200 acres of open space, parks and public access, increased recreational and entertainment opportunities and environmental enhancements, and; Page 1 DUPLICATE - ORIGINAL 3-8 WHEREAS, the Project contemplated by this Letter of Intent will generate substantial direct and indirect statewide benefits including permanent and temporary jobs, increased tax revenues, public facilities, and; WHEREAS, the Port District, the City and the Redevelopment Agency of the City of Chula Vista ("RDA") have agreed to form a partnership to achieve the aforementioned benefits; Now, Therefore: 1. Parties: This Letter of Intent (the "LOI") dated as of JUI 2 5 ' 2006, is by and among the Port District, the City, the RDA, and Gaylord, (collectively "Parties"). The Port District, the City and the RDA are referred to collectively herein as the "Governmental Entities." 2. Term of Letter of Intent: This LOI shall be for a term expiring on the earliest of: (i) May 31, 2007, (ij) the date any Option Agreement or Lease is executed between the Port District and Gaylord and the basic structure of the Public Financial Commitment described below is finalized to the satisfaction of the Parties, or (iij) the date any Party elects to end negotiations as described in paragraph 12 below. 3. Subiect Matter - Development of the Project: The purpose of the LOI is to provide a broad outline of the basis on which the Parties will work with each other during the term of the LOI to determine whether mutually acceptable agreements can be reached relating to the development of the private improvements and public infrastructure for Parcel H-3, which will not be less than 32.23 acres in size (the "H-3 Site"). and the adjacent sites as mutually determined by the Parties to be sufficient in scope to generate revenues necessary to support the financing contemplated herein (collectively, the "Project"). known collectively as the .Phase I Chula Vista Bayfront," located within the Port District and within the City and the RDA's Bayfront Redevelopment Project. The Parties contemplate that Gaylord will act as the developer of the Project. 4. Gaylord Development OblirJation: Gaylord will be responsible for the design, development, construction and operation of the Project in a manner satisfactory to the Governmental Entities which, with respect to the proposed hotel and convention center on the H-3 Site, will be similar to and typical in type and quality to Gaylord's existing operations in Grapevine, Texas and Orlando, Florida. Except to the extent of the Public Financial Commitment described in paragraph 6 below and the other obligations of the Port District, the City and the RDA described herein, Gaylord will be Page 2 3-9 responsible for all costs and activities of every sort associated with the development, operation and ownership of the Project. Gaylord shall invest, or shall cause others to invest, the funds necessary to complete the Project. The design, scope, timing, branding, theme, appearance and conditions of operation of the Project shall be negotiated by the Parties during the term of this LO!. The Parties expect the Project development to be substantially in accordance with the Chula Vista Bayfront Master Plan. Gaylord will participate with the Port District, the City and the RDA in a public outreach process as agreed to by the Governmental Entities and Gaylord. Among other material terms, a condition precedent to the obligation of the Governmental Entities relative to the Public Financial Commitment will include evidence satisfactory to each of them, that Gaylord will meet its development obligations and financial obligations, with respect to the Project, including with respect to the Public Financial Commitment. 5. Monetary Contribution to Cost of Entitlements: Subsequent to execution of the LOI, the Parties will negotiate a mutually acceptable sharing arrangernent for costs associated with preparing the Environmental Impact Report ("EIR") and processing the entitlements on a pro rata basis based on the acreage of the Project related to the acreage of the overall Chula Vista Bayfront Master Plan. It is currently estimated that these costs will not exceed Two Million Dollars ($2,000,000) in total. 6. Public Financial Commitment: In exchange for the Gaylord Development Obligation described in paragraph 4 above, the Port District, City and RDA will provide a public financial commitment described in this paragraph 6 ("Public Financial Commitment"), subject to delivery by Gaylord of additional financial and other data to the satisfaction of the Governmental Entities. In every case, the Public Financial Commitment shall be payable in amounts to be negotiated by the Parties exclusively from the following sources (or, as to the City, from other legally available amounts not to exceed the amount described below): (a) as to the Port District, all or a portion of lease revenues derived by the Port District from any lease or other disposition of the Project to private, non-governmental users. (b) as to the City, from lawfully available funds of the City which the City determines most appropriate, an amount equivalent to all or a portion of transient occupancy taxes received by the City that are generated by hotel occupancy on the Project. Page 3 3-10 (c) as to the RDA, all or a portion of tax increment revenues received by the RDA within existing plan limitations pursuant to the Community Redevelopment Law, California Health and Safety Code Section 33000 et seq., attributable to taxes levied with respect to property located on the Project, net of amounts payable to other taxing entities (other than the City), amounts required to be deposited in the RDA's low and moderate income housing fund, county administrative charges and any other mandatory amounts payable to third parties from such tax increment funds. Any RDA commitment of these dollars will also be subject in every respect to prior pledges of tax increment from the RDA's merged Bayfront/Town Centre Redevelopment Project. In all cases, as to each Governmental Entity, the revenue sources described in (a), (b) and (c) above, referred to herein as "New Net Revenues", will be calculated net of costs, including operation and maintenance costs, incurred by the Governmental Entities in providing services to the Project. The Governmental Entities' obligations to provide the Public Financial Commitment described in this paragraph 6 shall be limited to, and shall never exceed, the New Net Revenues. The Governmental Entities shall evaluate an additional charge, to be measured by hotel occupancy, representing the equivalent of a two percent (2%) increase in the transient occupancy tax applicable to the all or a portion of the Bayfront Redevelopment Project area, provided such increase shall in no event require voter approval, other than of Gaylord, the other affected property tenants in the Bayfront Redevelopment Project area, and the Governmental Entities. The Parties acknowledge that such an increase may not be legally or practically feasible. The Port District, on the one hand, and the City and RDA, on the other, will contribute to the total Public Financial Commitment described below, pro rata, in accordance with the total New Net Revenues derived from the Project, as determined by the Governmental Entities. The Public Financial elements: the Infrastructure Commitment. Commitment will consist of two primary Financing and the Convention Center The Parties recognize that implementation of the Infrastructure Financing and Convention Center Commitment are subject to further legislative action of the Governmental Entities, compliance with applicable legal restrictions, reasonable credit, timing and other public policy considerations of the Government Entities, and the outcome is not assured. If Page 4 3-11 the Infrastructure Financing and/or the Convention Center Commitment are not provided, the Parties may agree to evaluate other mutually acceptable and legally available means to develop the infrastructure component of the Project. (i) Infrastructure Financing: The Governmental Entities will apply New Net Revenues to the cost of the necessary infrastructure required for development of the Project in the current estimated amount not to exceed One Hundred Seventy-Eight Million Dollars ($178,000,000) (in 2006 dollars), net of financing costs. The parties intend to evaluate the feasibility of financing an amount not to exceed One Hundred Seventy-Eight Million Dollars ($178,000,000) in infrastructure costs through the Infrastructure Financing described in paragraph 7 below. The Infrastructure Financing is intended to finance the cost of designing and constructing all necessary wet and dry utilities, roads, open spaces, landscaped areas, parks and promenades and other public improvements associated with the development of the Project. The Infrastructure Financing amount is based on preliminary cost estimates. To the extent that future estimates differ from the current estimate, the Parties will negotiate an adjustment to the Infrastructure Financing. The Parties shall agree on the scope, design, and cost of the landscaped areas, parks, and promenades associated with development of the Project. The infrastructure improvements currently to be financed are detailed on the attached Exhibit" A," but may be revised as a result of the requirements of the California Environmental Quality Act ("CEQA") or a change to the infrastructure requirements for the Project that occurs during the entitlement process. (ii) Convention Center Commitment: The Convention Center Commitment of One Hundred Thirty Million Dollars ($130,000,000) (in 2008 dollars) will be provided to the extent available from New Net Revenues, plus a credit equal to the amount of all City development impact fees that the Project would otherwise have paid (collectively, the "Convention Center Commitment"). The Parties agree to investigate feasible ways to finance the Convention Center Commitment by means of the Convention Center Financing described in paragraph 7 below. Any remainder of the Convention Center Commitment not provided by the Convention Center Financing will be funded from New Net Revenues as they are earned over time, on a "pay-as-you-go" basis, on terms to be negotiated by the Parties, and will be paid or credited to Gaylord from annual surpluses after payment of debt service and other mutually agreed costs of the Infrastructure Financing and the Convention Center Financing. Any portion of the Convention Center Commitment that is funded on a "pay-as-you-go" basis shall be subject to a discount rate of 12% (the "Pay-As-You-Go Amount") until the unfunded portion is fully funded from New Net Revenues or until such other time as the Parties may agree, (the Page 5 3-12 "Pay-As-You-Go Term"). Receipt of the Pay-As-You-Go Amount will be subject to certain minimum performance standards for Gaylord and the Project, to be negotiated by the Parties. In the event that New Net Revenues received during the Pay-As-You-Go Term are not sufficient in an amount to fund the Pay-As-You-Go Amount, then the Governmental Entities shall have no further obligation to pay such amount from any source. 7. Structure of Convention Center Financing and Infrastructure Financing: In no event will the Governmental Entities be responsible for payments with respect to the Convention Center Commitment or the Infrastructure Financing except from the sources and in the manner described in paragraph 6. The Parties will evaluate the feasibility of issuing two series of bonds. Series A (the "Infrastructure Financing") will be in an approximate amount not to exceed One Hundred Seventy-Eight Million Dollars ($178,000,000) net construction proceeds to finance the infrastructure more fully described in Exhibit" A." Series B represents a to-be-negotiated portion of the One Hundred Thirty Million Dollar ($130,000,000) Convention Center Commitment (the "Convention Center Financing"), the net proceeds of which are to be used to finance a convention center. Gaylord will be responsible for all costs associated with the Project not financed by the Infrastructure Financing, the Convention Center Financing, and the balance of the Convention Center Commitment paid from New Net Revenues. The feasibility and structure of the two bond series is yet to be determined, and is subject to further analysis and negotiation by the Parties. The obligation of the Governmental Entities, and each of them, to pursue the Infrastructure Financing and Convention Center Financing shall be subject in all respects to the requirements of applicable state and federal laws, including state and federal securities laws, the application of sound credit, underwriting and public debt standards and requirements of the Government Entities and applicable underwriters. 8. Acquired land: The City and Port District shall cooperate with Gaylord in the purchase, subdivision, zoning and other actions required in order for Gaylord to incorporate any acquired land into the Project. This may include the Port District taking ownership of the acquired land. 9. Compliance with Additional laws; No Limitation of legislative Discretion: Approval of the Project is subject to full compliance with CEQA, including the certification of an EIR, and ultimate approval by the California Coastal Commission. Page 6 3-13 No provIsion of this LOI shall be construed to require or compel the Governmental Entities to grant any approval with respect to the Project or to limit the discretion of the governing bodies of the Governmental Entities to approve, deny or condition the Project, including the imposition of mitigation measures as required by CEQA. The Parties agree that nothing in this LOI in any respect does or shall be construed to affect or prejudge the exercise of discretion by the Governmental Entities. Moreover, nothing contemplated herein to be done by the Governmental Entities will be inconsistent with the duties of the Governmental Entities, including fiduciary duties of the Port District to its Tidelands Trust and any constitutional and statutory requirement of the Governmental Entities related to the use of public funds and activity related to the Project. 10. Permits: City, RDA, and Port District shall agree to give expedited status to all applications for approvals or permits for the Project. 11. Negotiation of Additional Documents: After execution of this LOI, if the Parties have determined that it is feasible to proceed with the development of the Project as outlined in this LOI, the Parties shall negotiate and produce any documents the Parties deem appropriate. 12. Letter of Intent Not a Binding Agreement: The Parties agree that this LOI is not intended to nor shall it be interpreted to create a binding agreement between the Parties. Any agreement regarding the Project, or any element of the Project, including methods of financing the Project, will be the subject of other written agreements which must be approved by the governing bodies of the Governmental Entities following appropriate public processes, and is not embodied in this LOI. The Parties agree further that, while this LOI is intended to guide the Parties in their negotiations relative to the Project, it does not bind the Parties to continue negotiations if, in the judgment of any such Party, such continued discussions do not serve the interests of that Party. Moreover, each Party agrees that, to the extent it expends funds or devotes resources to discussions relative to the feasibility of implementing the Project, it does so of its own initiative and not in reliance on this LOI or any representations of the other Parties. Except as set forth in paragraph 5 above, in no event will a Party be responsible for the costs or other losses, real or imagined, of any other Party in pursuing the Project in the absence of a definitive agreement entered into subsequent to this LOI relative to such cost Page 7 3-14 sharing. No Party shall be entitled to sue to enforce the terms of this LOI or to recover monetary damages for an alleged breach of this LOI. Approved as to form: By Ellen Corey Bor Assistant Port ttorney San Diego Unified Port District Approved as to form: BY~..p .- Ann Moore /~ City Attorney City of Chula Vista Approved as to form: BY~~ Ann Moore /~ Agency General Counsel Redevelopment Agency of the City of Chula Vista Document #191489v2 By Dan E. Wilkens Executive Vice President CITY OF CHULA VISTA IE-i By J / I~n....,---. f; Jim Thomson Interim City Manager REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA <-------- /~ Jim Thomson Interim Executive Director GA Y~~R,TAINMENT COMPANY BY~ Signature PRINT NAME: bt\;\V\dI--N.e:;f1:,VPolL- PRINT TITLE: 6Vf}- O'{'V~L>rMe.J-!])tc- Page 8 3-15 Con.tl'\ldlan Un. nom/! , 2 3 . 5 6 , , , " " " 13 " " H " " 20 " " " " " 27 " 29 " 32 '" 34 " 36 " " " 40 " Calngory Parkin $2.9M Demolition ($21,CM) G....dlngandOr~jnag" ($JJ.3M) RoaclanclBridg"s ($18.11M) .. " " " " " " 57 " " " " " " " " " 71 72 73 74 " " 78 " 80 .. 85 " " " 90 " " " " " " " "2 '" '" ". Utllllles {$13.4M} PuJJJh;Pat'k Imptovementa (311 acres} ($12.3M) Mille ''''-'M) '" '" H2 m '" m m ". ", Soft Casts for Public COlUltflletlon ($40.3101) 50ft Costs 1$181<} 'TI1ese lcl.lll& looudlt a 20%oonlWogeno:y Infrastructure Cost Estimates Gaylord Only Scenario 201l6Dollars Constl'\lcllonllem Parkin S ceSurlaC&lot Remoyevehicular vin Re1l'lO\l8ed..slrian 'IVln R..m<>V9curbs a....rand r\JblandSQl;n.V<'I talien RemovelrlllilS RelnOYileleo::.andcabktlinlilS RemoYll 3sllnM Remove slesslhan 1'2" Removela " 12"1048 RBmQYllv lar I >48" RemOVlt sew"r ump slallon Remove wall.. & funClls Remove builrnn 5 Ml!OG.d",,"ollllon RllU ad radln .On../aGrad ROO radl -1m orl/Elc n HazardClus malerlals RemlOdlallon of BFG sile Allowance lor Olher Ha~ Mal Cosls RlHTlCVlNln,j.-rueom llcInallv!tsoll sIrlIets Remove-and-recOO'1 acl.natlvesoillols Te aD_ale' Deloollonbasins 4-<..ane M - A,C, P>Namenl Clns 1- A.C. Pav=menl ClilSsll-A.G.Pavemenl Oan Ill-A.C, Pavemenl Road Grad' " Onllile Gradln RoadGradin -1m orl/Ex Ji CurbT G MedlanCLlrb Sidewalk MedlanLand orPavin Curb Ram 8ml 1$ TramllB nals StntetTrees Vehicularbrid s HStRam HSl.I_5IoB ESLSBOtframp 8"Wate~inll 16"Walllrllne 20"Waler1ln/l Finl rnnl Water $eMe Domestic FirllServitu 16"OflsileWalerMallI lB"RCP 24.RCP 36"RCP Curblnlel Clllano"l Slorm- lor R. Headwall Connect to EJ<~m Sewer urn !Iot:allon Sewlll' SlIfVillll Domeslil;. Manhole B"Sewer Une 10" SeW1lr Une lS'SltWllrUmt s.-__ Connec;ti.., 10 Metro sewer 48"Box rees 60" Bw: Trees Palms 15'BTH T,' O.G,Swtac' PavadWalb Palleln L~1s ~r,CO\Illr WellendRestofalk>n ToILols Orin Fountains L '" RasIRo(ll11BI s, AddiUonal arkdeY1l e.nllorGII art! stlna.rkl Manum.n! . "" II sech enl Offta.m1 Relocalloollea5e OLllrorRV ar1l FIreSlallon Consl. 'oostormwll:term IJSWPPP TreNllshell"l"$ I hIed SeWllf felil$. Admlnlslrallve $45koMedIon 0.1 feesall1.& of I;ORSI. cosl Permillln n check al 4.8% of cansl. ConstnJcll"nAdmin.al4.B%ofc:onst. S_rF......Parll atlonFee$2llMlMGD Re5ourc:.oo<:yparmlltJ Sweetwaler Aulh. Non-RQI. Walllf Ca ad SO CounlyWalDr Auth, fltUs E: :,IlIBIT C~ ~\il 3-16 Units S ,. " " LF " EA LF LF LF LF LF EA LF SF LS CY CY LS LS <:Y <:Y LS EA SF SF " SF CY <:Y LF LF SF SF EA EA EA EA " EA EA EA LF LF LF EA EA EA LF LF LF LF EA EA EA CY EA EA EA EA EA LF LF LF LF EA EA EA EA SF SF SF SF SF SF LS LS LS LS AC EA LS LS UnllCost 2.400 , 5 , 0,15 .." " " " 30 SO 16,000 " S I " 30 2,!lOO,0lI0 1000,000 " " , 2000 ,.SO ." B2' , " 30 '" 2S ,.SO " 2500 '500 175000 1,500 "" 496000 1,95000 "20" '" ," 270 3.800 1.500 4.000 34' '" "" m 4,000 3,200 20,000 ," 2400 '.500 5,000.000 3,000 '.500 '" '20 'SO '" ~5OO 1,500 35" '"" ~2 ,." 6,50 7.50 B,OO 10,00 1." ,., '.500 275,000 369,000 ZS,OOO 400." 10,000,000 12,000000 L' EA EA EOU LS LS LS '" 150000 , , "500 4S Total Quantlty 1,000 3,414.649 77,965 43,771 1,105,500 '" 3fl,800 30900 "500 32.700 ..00 4 1B,199 293,620 85.500 36200 363.650 , , 134,483 71)9529 100000 , 132,4 42,679 627,466 6010 31925 "" 28,475 "" 135585 31022 " '" ." .'" 2480 1 1 , 3161 7,023 ".., " , . 63" 1930 74" '''' " , 2 , , . , , 3 1,480 ''''' 2."'" .."" 1 '" "" '" 52440 65700 39700 127296 "'.4 136,62 , 5 '" 2 , 2 , , , , , , o , o 459,625 , 1500 13,802 Tol.nCosl$: Pubijc COllIs' 2.660,000 204117,894 467790 420202 198,990 174000 '65. 3706 801000 1,177,200 ". 76,80 194,36 1.762,920 102,000 651.600 1131,400 , 1200,000 2,420,694 121715 120.000 48,000 1350,715 435326 6.211,913 576" 574850 16920 1025100 116250 1057563 3722&1 45000 360 830000 729,000 1339,200 595200 2.340000 600,400 379320 1665.520 ,,,'" 145920 '.500 "2 2608,20 "" 124.320 75,900 57,600 2"'" .. "" "" 4800 6000,000 2800 16200 lT7. 153,36 43 '" 576400 '500 54,000 "'500 '''500 1415448 ,,,,., 309650 1145,664 1.832126 1.639476 ''''. 21000 3:36000 860,000 3,542,400 '" ''''. 12,0000 14400 3897.2 72.000 ,'" 15,970099 6,541567 6,541,567 110::11000 180,000 1,900 16,592 $ 177,U9,B!l5 ATTACHMENT 4 .' d POft Dlstrict"9 ",,(,,'. ucrt,. ' c A 0 ~, '3fir.'.'''''",~ ADDENDUM TO )OG,,"'8n""C .....rn ,)f'lru:L-- LETTER OF INTENT "".'' ~tiQ,~_~\.rl< BY AND AMONG SAN DIEGO UNIFIED PORT DISTRICT, 0<<\",,01. CITY OF CHULA VISTA, REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, AND GAYLORD ENTERTAINMENT COMPANY CONCERNING BAYFRONT HOTEL, CONVENTION CENTER AND ANCILLARY DEVELOPMENT RECITALS WHEREAS, the San Diego Unified Port District ("Port District"), the City of Chula Vista, California ("City"), and the Redevelopment Agency of the City of Chula Vista (RDA), (collectively, the "Governmental Entities"j, and Gaylord Entertainment Company ("Gaylord ") have entered into a Letter Of Intent dated July 25, 2006, and; WHEREAS, the Letter Of Intent was authorized by a Resolution of the Port District's Board of Port Commissioners at a special public meeting held on July 25, 2006, and; WHEREAS, said Port District Resolution further authorized that this Addendum to the Letter Of Intent would be entered into, and; WHEREAS, the Letter Of Intent was also authorized by a Resolution of the Chula Vista City Council and the Redevelopment Agency Board, at a public meeting held on July 25, 2006, and; WHEREAS, said City Council and Redevelopment Agency Board of Directors directed that this Addendum be brought back for subsequent Council and RDA action; Now, therefore the following provision is hereby added to and a part of the aforementioned Letter Of Intent as Paragraph No. 13: 13. Resolution of the Port District, the City and the RDA: The Governmental Entities shall seek to continue efforts to promote job quality and priority for the local workforce in hiring, to the extent allowed by law, and to address impacts to the community, environmental resources and environmental remediation as afforded by law. Further, the Governmental Entities, in coordination with each other, shall develop and publish a TRIPLICATE-ORIGINAL 3-17 schedule for public participation and hearings for the ongoing involvement in the process of developing and implementing the Chula Vista Bayfront Master Plan. By ~& ;:& Ellen Corey B~ Assistant Port Attorney San Diego Unified Port District TRICT Approved as to form: By Dan E. Wilkens Executive Vice President Approved as to form: CITY OF CHULA VISTA (1 ~ ByV h~--,/l A. .A/~~ By Ann Moore City Attorney City of Chula Vista -~ ~ /k~ Jim Thomson Interim City Manager Approved as to form: By',--(!i!~,,- () A?~Z:s- By Ann Moore Agency General Counsel Redevelopment Agency of the City of Chula Vista REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA ....----;~ ! 1'-1; Jim Thomson Interim Executive Director GA YLORD ENTERT AINMENTCOMPANY Document No.194068 BY~~ Signature PRINT NAME, J~~~ WdtllWk- PRINT TITLE: 7VP ePoFOJJ / ~ I 3-18 COUNCIL RESOLUTION NO. 2007- RDA RESOLUTION NO. 2007- JOINT RESOLUTION OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A 90-DA Y EXTENSION OF THE TERM OF THE PREVIOUSLY APPROVED LETTER OF INTENT AND AMENDMENT NO. 1 TO THE LETTER OF INTENT BETWEEN THE CITY, THE REDEVELOPMENT AGENCY, THE SAN DIEGO UNIFIED PORT DISTRICT AND GAYLORD ENTERTAINMENT, AND AUTHORIZING THE CITY MANAGER/EXECUTIVE DIRECTOR TO SIGN THE EXTENSION AGREEMENT ON BEHALF OF THE CITY AND THE REDEVELOPMENT AGENCY WHEREAS, the City Council and the Redevelopment Agency of the City ofChula Vista approved a Letter of Intent (LOI) between the City of Chula Vista, the Redevelopment Agency of the City ofChula Vista, the San Diego Unified Port District (Port) and Gaylord Entertainment Company (Gaylord) concerning Bayfront hotel convention center and ancillary development on July 25, 2006, pursuant to RDA Resolution No. 2006-1953 and City Council Resolution No. 2006-232; and WHEREAS, the City Council and the Redevelopment Agency of the City of Chula Vista approved an Addendum and reconsidered that approval to the Addendum to the Letter ofIntent between the City of Chula Vista, the Redevelopment Agency of the City of Chula Vista, the San Diego Unified Port District and Gaylord Entertainment Company concerning Bayfront hotel convention center and ancillary development on October 10, 2006, pursuant to RDA Resolution No. 2006-1958 and City Council Resolution No 2006-307 and on November 7, 2006, pursuant to RDA Resolution No. 2006-1964 and City Council Resolution No. 2006-332 respectively; and WHEREAS, on May 15,2007, the City Council and the Redevelopment Agency of the City of Chula Vista approved Amendment No. I to the Letter of Intent which allowed for the extension of the LOI to November 30, 2007, pursuant to RDA resolution No. 2007-1974 and City Council Resolution No. 2007-115; and WHEREAS, approval of Amendment No.1 of the LOI also contemplated the possibility of an additional 90-day extension beyond November 30, 2007, if mutually agreed to by the parties; and WHEREAS, the parties desire to extend the term of the letter of intent for the additional 90-day term and to enter into the Agreement to Extend the Term of the July 25,2006, Four-Party Letter ofIntent until February 28, 2008. 3-19 Council Resolution No. 2007- RDA Resolution No. 2007- Page 2 NOW THEREFORE BE IT RESOLVED by the City Council of the City of Chula Vista and the Redevelopment Agency of the City ofChula Vista that it approves the Agreement to Extend the Term of the July 25,2006, Four-Party Letter of Intent until February 28, 2008, a copy of which shall be kept on file in the Office of the City Clerk. BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista and the Redevelopment Agency of the City ofChula Vista that it authorizes the City Manager/Executive Director to execute the Agreement to Extend the Term of the July 25,2006, Four-Party Letter of Intent until February 28, 2008, on behalf of the City and the Agency. Presented by Approved as to form by ~~~~ !L ~Ir- Ann Moore City Attorney/General Counsel David R. Garcia City Manager/Executive Director 3-20