DEPARTMENT Real Estate Services Division AGENDA NO. 14
MEETING DATE May 24, 2022
APPROVAL:
COMMISSION
SECRETARY
Donna Hood
AGENDA ITEM
Public Utilities Commission
City and County of San Francisco
Real Estate Agreement: Regular Calendar
Project Managers: Michael Carlin, Deputy General Manager Rosanna Russell, Real Estate Director
Approve and Recommend to the Board of Supervisors the Termination o f Certain Sewer Easements and Approve an Interim Easement Agreement for Parkmerced Development Phase 1C
Summary of
Proposed
Commission Action:
Approve and recommend to the Board of Supervisors the cond itional termination of certain sewer and water easem ents encumbering San Francisco Blocks 7332, 7333, 7333A, and 7333B (collectively, the Burdened Property) located within Parkmerced near Lake Merced Boulevard and Brotherhood Way; approve the terms and conditions of an Interim Easement Agreement and upon approval by the Board of Supervisors ; and, authorize the City’s Director of Property and/ or the SFPUC General Man ager to execute the Interim Easement Agreement and certain quitclaim deeds, transferring the City and C ounty of San F rancisco’s (City) interests in the easements to Parkmerced Owner LLC.
Background: Parkmerced is a 152-acre site in the southwestern part of San Francisco. The existing site, developed between 1941 and 1951, cont ains 3 ,221 housi ng units in a combination of high- rise residential towers and two -story townhouses.
Parkmerced Owner LLC (Developer), as success or to Parkmerced Investors Properties LLC, is pursuing development of the Parkmerced project (Project) in San F rancisco in acco rdance with the Parkmerced Development Agreement. The Project, which will be implemented over the course of three decades, includes the comprehensive redesign, redevelopment and improvement of the site with new residential buildings, retail uses , pa rks, streets, and other amenities.
In 2011, the City and County of San Francisco (City) and Pa rkmerced Investors Pr operties LLC enter ed into t he Park merced Development Agreement, to which the San Francisco Public Utilities Commission (SFPUC) consented by SFPUC Resolution No. 11 -0091. In consenting to Agreement: Vacation of Sewer Easements at Parkmerced.
Commission Meeting Date: May 24, 2022
the Pa rkmerced Development Agreement , the SFPUC anticipated the dedication of new sewer infrastructure within public streets servi ng the Burdened Property and the Project (Replacement Infrastructure).
The City, t hrough the SFPUC , owns sewer and water easements encumbering the Burdened Property (Existing Easement s). Th e City acquired the Existing Easements at various times and through multiple documents, as shown on the attached drawing. T he Developer has requested that the City vacate the Existing Easements associated with the Burdened Property, and convey all of C ity’s right, title, and interest in t he Existing Easements to Parkmer ced Owner LLC so that the Developer may proceed with its construction of Project Phase 1C.
Pursuant to this proposed Commission action and subject to B oard of Supervisors’ approval , and the con ditions to the action and appro val, the Existing Easements will be terminated. California Streets and High ways Code Section 8300 et seq. and San Francisco P ublic Works Code Section 787(a) set forth th e procedures the City follows to vacate public s ervice easements. In accordance with the pres cribed procedures, the San Francisco Board of Supervisors will consider authorization of an ordinance providing for the vacation of the Existing Easements, the execution and delivery of quitclaim deeds, terminating the Existing Easements and quitclaiming to Parkmerced Owner LLC, the City’s interest in the Existing Easements, as set forth in the future proposed ordinance (the Authorizing Ordinance) subject to the satisfaction of certain conditions precedent described in such Authorizing Ordinance, which conditions include the conditions described below regarding the SFPUC’s acquisition of the Interim Easements.
The Existing Easement vacation will be conditioned on the D eveloper granting the City an interim easement (Interim Easement) pursuant to the attached Int erim Easement Agreement . Some of the E xisting Easements contain known and active infras tructure, while others require furt her field investigation. Active infrastructure will be replaced with R eplacement Infrastructure in the public right -of-way during the course of the Project . If the SFPUC General Manager or the General Manager ’s designee determines that no active infrastructure exists in a particular area and ther efore no Replacement Infras tructure is required, the SFPUC Gene ral Man ager may quitclaim the rele vant portion of the Interim Easement a rea. The I nterim Easement will not be limited to a term of years and will continue unless and until the City acc epts the R eplacement Infrastructure. Once the D eveloper grants the Inter im Easement to the City, the SFPUC will have no further utility need for those Existing Easements.
The value of the R eplacement Infrastructure is a benefit to the SFPUC and serves as consideration for this vacation action.
Environmental
Review:
On February 10, 2011, the Planning Commission certified the Final Environmental Impact Report (FEIR) for the Parkmerced Mixed-Use Development Project (Project) in compliance with the California Agreement: Vacation of Sewer Easements at Parkmerced.
Commission Meeting Date: May 24, 2022
Environmental Quality Act (CEQA) (Case No. 2008.0021E).
On June 14, 2011, by Resolution No. 11-0091, this Commission provided consent to the Parkmerced Development Agreement and adopted the CEQA Findings and the Mitigation Monitoring and Reporting Program (MMRP) as required by the CEQA. The proposed action for termination of certain sewer and water easements and issuance of an interim easement are within the scope of the project considered in the FEIR.
The FEIR can be found here: https://sfplanning.org/project/parkmerced#info
The CEQA Findings, MMRP, and Resolution No. 11-0091 can be found here:
https://sfpuc.sharefile.com/d-s76da27dae5354a10b6116ac43a508066
Result of Inaction: A delay in adopting the attached resolution will delay the termination and quitclaim of the Existing Easements, approval of the Interim Ease ment Agreement and acceptance of the Interim Easement.
Budget & Costs: The SFPUC will not incur any costs resulting from this action. The SFPUC will obtain value from using the R eplacement Infrastructure, decreased potential liability , and decreased maintenance obligation s on private property.
Description of
Easements to be
Vacated:
The Existing Easements are designated in the following documents recorded in the City’s Official Records:
• Deed of Exchange granting sewer easements to City, recorded April 17, 1953 at 6138 Official Records 152, “Miscellaneous Parcels” Block 7333B [see Easement #5 in attachments]
• Deed of Exchange granting sewer easements to City, recorded April 17, 1953 at 6138 Official Records 152, “Miscellaneous Parcels” Block 7333A [see Easement #6 in attachments]
• Deed granting sewer easements to City, recorded July 13, 1945 at 4252 Official Records 85, “Parcel 2(m)” Block 7333 [see Easement #7 in attachments]
• Deed granting sewer easements to City, recorded July 13, 1945 at 4252 Official Records 85, “Parcel 2(o)” Block 7333 [see Easement #8 in attachments]
• Deed granting sewer easements to City, recorded July 13, 1945 at 4252 Official Records 85, “Parcel 2(n)” Block 7333 [see Easement #9 in attachments]
• Deed granting sewer easements to City, recorded July 13, 1945 at 4252 Official Records 85, “Parcels 2(k) and 2(l)” Block 7333 [see Easement #10 in attachments]
• Deed of Exchange granting sewer easements to City relating to the relocation of portions of the Lake Merced Suction and Force Mains, recorded July 2, 1953 at 6185 Official Records 147, Block 7332 and Agreement: Vacation of Sewer Easements at Parkmerced.
Commission Meeting Date: May 24, 2022
Block 7333 [see Easement #11 in attachments]
Recommendation: SFPUC staff recommends that the Com mission adopt the at tached resolution.
Attachments: 1. Drawing of Easements at Parkmerced
2. Drawing of Interim Easements at Parkmerced
3. Parkmerced Existing Easement Deeds
4. Interim Easement Agreement
5. Form of Quitclaim Deed
PUBLIC UTILITIES COMMISSION
City and County of San Francisco
RESOLUTION NO.
WHEREAS, The City and County of San Francisco (City) , through the San Francisco Public Utilities Commission (SFPUC), owns sewer and water easements (Existing Easements) that encumber real property located in the Ci ty and County of San Francisco, near Lake Merced Boulevard and Brotherhood Way, desi gnated as Assessor ’s Block 7332, 7333, 7333A, and 7333B (collectively, the Burdened Property ), which is ow ned by Parkme rced Owner LLC, a Delaware limited liability company; and
WHEREAS, The Existing Easements are designated in the following documents recorded in the City ’s O fficial Records: (1) 6138 Official Records 152, “ Miscellaneous Parcels ” Block 7333B; (2) 6138 Official Records 152, “ Miscellaneous Parcels” Block 7333A; (3) 4252 Official Records 85, Parcel 2(m); (4) 4252 Official Records 85, Parcel 2(o); (5) 4252 Official Records 85, Parcel 2(n); (6) 4252 Official Records 85, Parcel 2(k), and 2(l) ; (7) 6185 Official Records 147, Block 7332 and Block 7333; and
WHEREAS, In 2011, the City and Parkmerced Inve stors LLC en tered into the Parkmerced D evelopment Agreement. On June 14, 2011, by Resol ution No. 11-0091, this Commission consented to the Parkmerced Development Agreement . Having granted consent, the S FPUC an ticipated dedication o f ne w wastewater and water infrastructure within public streets serving the Burdened Property and the Project (Replacement Infrastructure). Parkmerced Owner LLC, as successor to Parkmerced Investors Propert ies LLC, is pursuing deve lopment of the Parkmerced project (Project) in accordance with the Parkmerced Development Agreem ent; and
WHEREAS, Parkmerced Owner LLC has requested that the C ity vacate the E xisting Easements associated with the Burdened Pro perty, and convey all of the Ci ty’s right, title, and interest in the Existing Easements to Parkmerced Owner LLC so t hat Parkmerced Owner LLC may proceed with its construction of Project Phase 1C; and WHEREAS, SFPUC staff has reviewed the SFPUC facilities withi n the Existing Easements and determined that some of the E xisting Easements contain known and active infrastructure, while others require further field investigation; and WHEREAS, Active infrastructure will be replaced with Replacement Infrastructure in the public right -of-way during the course of the Project . T he Existing Easement vacation will be conditioned on the Developer granting the City an interim easement (Interim Easement) pursuant to the attached Int erim Easement Agreement. The Interim Easement will remain in effect unless and until the City acce pts the Replacement Infrastructure and the Int erim Easement may be terminated where SFPUC determines there is no active infrastructure; and WHEREAS, C alifornia Streets and High ways Code Section 8300, et seq. and San Francisco P ublic Works Code Section 787(a ) set forth th e procedures that the City follows to vacate public service easements. In accordance with the pres cribed proc edures, the San Francisco Board of Supervisors will conside r authorization of an ordinance providing for the vacation of the Existing Easements, the execution and delivery of quitclaim deeds terminating
the Existing Easements and quitclaiming to Parkmerced Owner LLC , the City ’s interest in the Existing Easements, as set f orth in the future proposed ordi nance (the Authorizing Ordinance) subject to the satisfaction of certain condition s precedent described in such Authorizing Ordinance, which conditions include the conditions described above; and WHEREAS, The value of the R eplacement Infrastructure is a benefit to the SFPUC and serves as consideration for this vacation action; and
WHEREAS, On February 10, 2011, the Planning Commission certified the Final Environmental Impact Report for the Parkmerced Mixed- Use Development Project (Project) in compliance with the California Environmental Quality Act (CEQA) (Case No. 2008.0021E); and WHEREAS, On June 14, 2011, by Resolution No. 11-0091, this Commission provided consent to the Parkmerced Development Agreement and adopted the CEQA Findings and the Mitigation Monitoring and Reporting Program as required by the CEQA, and the proposed action for termination of certain sewer and water easements and issuance of an interim easement are within the scope of the project considered in the Final Environmental Impact Report; and
WHEREAS, The Planning Department is the custodian of records, located i n Case No. 2008.0021E, at 49 South Van Ness Avenue, Suite 1400, San Francisco, California; and WHEREAS, The Project files, including the Final Environmental Impact Report , Resolution No. 11-0091, CEQA Findings , and Mitigation Monitoring and Reporting Progr am have been made available for review by this Commission and the public, and those files are part of the record before this Commission; and
WHEREAS, This Commission has reviewed and considered the information contained in the Final Environmental Impact Re port, CEQA Findings, the Mitigation Monitoring and Reporting Program, and all writte n and oral information provided by the Planning Department, the public, relevant public agencies, SFPUC and other experts and the administrative files for the Project; now, therefore, be it
RESOLVED, This Commission has reviewed and considered t he Final E nvironmental Impact Report and the record as a whole and finds that they are adequate for its use as the decision-making body for the action taken by this Resoluti on and incorporates the CEQA Findings contained in Resolution No. 11-0091 by this reference thereto as though set forth in this Resolution; and be it
FURTHER RESOLVED, This Commission further finds that since the Final Environmental Impact Report was finalized, there have been no substantial project changes and no substantial changes in project ci rcumstances that would require major revisions to the Final Environmental Impact Report due to the involvement of new significant environmental effects or an increase in th e severity of previously identified significant impacts or that new or dif ferent mitigation measures or alternatives would substantially reduce one or more significant effects of the proje ct, and there is no new information of s ubstantial impor tance that w ould change the conclusions set forth in the Final Environmental Impact Report; and be it
FURTHER RESOLVED, That this Commission hereby finds that, upon meeting the relevant conditions set forth in California Streets and Highways Code Section 8300, et seq. and San Francisco Public Works Code Section 787(a), the Exis ting Easemen ts are surplus and unnecessary for any present and prospective SFPUC utility uses; and, be it FURTHER RESOLVED, That this Commission authorizes the General Manag er, upon approval by the Board of Supervisors and the Mayor of the Authori zing Ordinance, to execute the Interim Easement Agreement and the qui tclaim deeds or to delegate such execution to the City Director of Property, in substantially the same form presented to this Commission, provided that the quitclaim deeds shall not be delivered to Parkmerced Owne r LLC u ntil the SFPUC General Manager determines that conditions precedent described in the Authorizing Ordinance have been satisfied, and enter into any amendments or modifications to the qui tclaim deed s and/or Interim Easement Agreement ; including without limitation, modification, addition , or deletion of exhibi ts and t o enter into any related documents, instruments, memoranda, or other agreements reasonably necessary to consummate the transaction contemplated in the quitclaim deed and/or Interim Easement Agreement, that the General Manager determines, in consultation with the City Attor ney, are in the best interests of the City; do not materially incr ease the liabilities or obligations of the City or materially diminish the benefits to the City; are necessary or advisable to effectuate the purposes and intent of the quitclaim de ed, Interim Easement Agreement, or this Resolution; and comply with all applicable laws, including the City Charter; and, be it
FURTHER RESOLVED, That upon approval by Ci ty’s Board of Supervisors and the Mayor, this Commission authorizes the General Manager and/or the City Director of Property to take any and all other steps he or she, in connection with the City Attorney, deems necessar y and advisable to effectuate the purpose and intent of this Resolution.
I hereby certify that the foregoing resolution was adopted by the Public Utilities Commission at its meeting of May 24. 2022.
Secretary, Public Utilities Commission
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
San Francisco Public Utilities Commission
City and County of San Francisco
525 Golden Gate Avenue, 10th Floor
San Francisco, CA 94102
Attn: Real Estate Director
WITH A CONFORMED COPY TO:
San Francisco Real Estate Division
25 Van Ness Avenue, Suite 400
San Francisco, CA 94102
Attn.: Director of Property
The undersigned hereby declares this
instrument to be exempt from Recording Fees
(Govt. Code § 27383) and Documentary
Transfer Tax (Rev. & Tax. Code §11922).
(Space above this line for Recorder’s use only)
EASEMENT AGREEMENT BY AND BETWEEN PARKMERCED OWNER LLC AND
THE CITY AND COUNTY OF SAN FRANCISCO
THIS EASEMENT AGREEMENT (this “Agreement”) dated ___________, 20__, is by and between PARKMERCED OWNER LLC, a Delaware limited liability company, its successors and assigns (“Grantor”), and the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation (“Grantee” or “City”), acting through its San Francisco Public Utilities Commission (“SFPUC”).
Recitals
A. Grantor is the project sponsor of the Parkmerced Mixed-Use Development Project (the “Project”). On June 7, 2011, at a duly noticed public hearing, the Board of Supervisors considered the Project’s approvals, which included amendments to City’s General Plan (approved by Ordinance No. 92-11), Zoning Map (approved by Ordinance No. 91-11), and Planning Code (approved by Ordinance No. 90-11), as well as approval of a Development Agreement, approved on June 7, 2011 by Ordinance No. 89-11 (the “Development Agreement”) (collectively, the “Project Approvals”). Ordinance No. 89-11 is on file with the Clerk of the Board in File No. 110300 and is incorporated herein by reference. The SFPUC Commission on June 14, 2011 adopted a consent to the Development Agreement (SFPUC Commission Resolution No. 11- 0091).
B. Pursuant to section 6.1.1 of the Development Agreement, City and Grantor have agreed to transfer certain real property to each other, including certain utility easements at the locations generally shown in Exhibit J of the Development Agreement, as and when needed in connection with the development of an approved Development Phase (as such term is defined in the Development Agreement) for the Project. The Planning Director approved Development
Phase 1 of the Project on June 3, 2015. Development Phase 1 is comprised of four Subphases (1A, 1B, 1C, and 1D).
C. On November 2, 2021, Grantor submitted two applications for tentative subdivision maps pursuant to the requirements of the California Subdivision Map Act for Subphases 1C and 1D of the Project. On [______], 2022 Public Works (“PW”) pursuant to PW Order No. [_______] conditionally approved such tentative maps: (1) Tentative Map No. 10699 requested approval to subdivide Assessor’s Blocks 7333, 7333-A, 7333-B, 7334, and 7337 (Parkmerced Planning Blocks 3W and 4); and (2) Tentative Map No. 10700 requested approval to subdivide Assessor’s Block 7331-253 (Parkmerced Planning Block 21S) (collectively, the “Subphase 1C and 1D Tentative Maps”). Grantor is currently processing with PW the approval of a final subdivision map for each of the Subphase 1C and 1D Tentative Maps (each, a “Final Map”).
D. Subphase 1C of the Project involves the conditional vacation of certain public service easements (including sewer easements) owned by the SFPUC located within and outside of existing streets (the “Public Utility Easements Area”). The Public Utility Easements Area is shown in PW SUR Map Nos. [_______], [_______], [______], [________], [________], [_________], and [______].
E. The vacation of the Public Utility Easements Area is necessary to implement the Project, to fulfill the objectives and requirements of the Development Agreement, and to fulfill the objectives of the Parkmerced Special Use District (Planning Code Section 249.64). The proposed vacations implement the Project vested by the Project Approvals, including the construction of buildings and streets consistent with the Parkmerced Design Standards and Guidelines, the Parkmerced Transportation Plan, and the Parkmerced Infrastructure Report, all of which are incorporated by reference into the Development Agreement.
F. Certain portions of the Public Utility Easements Area contain functioning public utilities operated by the SFPUC (the “Facilities”) (as further defined herein), which utilities will be relocated and/or replaced during construction of Subphase 1C of the Project (the “Replacement Utilities”).
G. This Agreement is intended to provide a perpetual non- exclusive easement to City to access and maintain the Facilities as further described herein, which easement would be extinguished upon Grantor’s completion and City’s acceptance of the Replacement Utilities in the manner described herein. Grantor and City are entering into this Agreement in furtherance of the Development Agreement.
Now therefore, incorporating the foregoing recitals, the Parties agree as follows:
Agreement
1. General. For valuable consideration, receipt of which is hereby acknowledged, Grantor hereby grants to the Grantee, acting through its SFPUC, a perpetual non-exclusive easement (the “Easement”) over, across and under the real property legally described in Exhibits A-1 through A-4, and generally shown in Exhibits B-1 through B-4, both attached hereto and
made a part hereof (“Easement Area”) for utility purposes, as further described below. The Easement Area is located within the project site of the Project, as described in the Development Agreement.
2. Nature of Easement. The Easement is a perpetual, nonexclusive easement and includes (i) the right to install, construct, reconstruct, operate, maintain, repair, inspect, remove and replace, from time to time, underground sewer facilities and all necessary or desirable accessories and appurtenances thereto, including without limitation, hatches, air valves, braces, connections, fastenings, and other surface and subsurface utility facilities and appurtenances (collectively, the “Facilities”) and (ii) the right of access over, across or under (including via surface entry) the Easement Area for all such purposes. The Easement includes the right of ingress to and egress from the Easement Area across adjacent lands of Grantor over any available roadways or such routes as may be agreed upon, to the extent necessary for the convenience of City in the enjoyment of its rights hereunder. The Easement also includes the right to trim and cut trees and vegetation that may be a hazard to the Facilities and the right to do such other things as are necessary for the full enjoyment and accomplishment of the purposes of the Easement. Grantee’s rights under this Easement Agreement may be exercised by Grantee’s agents, contractors, subcontractors, suppliers, consultants, employees, or representatives, or by other authorized persons acting for or on behalf of Grantee. The Easement shall terminate upon the satisfaction of certain conditions described in Section 6 herein.
3. Restrictions on Surface Use. Grantor and Grantee acknowledge and understand that the Easement Area is located on land that will be improved with buildings and infrastructure constructed by the Project and accordingly that construction of the Project will require disturbance of the Easement Area, including excavation of and construction of improvements within and around the Easement Area (“Grantor’s Work”). All of Grantor’s Work shall be subject to building and street improvements permits issued by City. Prior to the issuance of any building and street improvement permits, Grantor shall provide SFPUC with copies of all plans and specifications for review and approval by SFPUC, which approval shall not be unreasonably withheld. Except as required to complete the Grantor’s Work, as approved by the SFPUC pursuant to the terms of the preceding sentence, Grantor’s use of the Easement Area shall be subject to the following covenants and conditions:
a. Grantor shall not cause or allow Grantor’s agents, employees, consultants or contractors to excavate, unless contemplated by the SFPUC’s approval described above.
b. The “axle loading” of vehicles and equipment operating on the roadway within ten (10) feet of the new pipe centerline must not exceed that allowed for “AASHTO Standard H-20 Loading.” If Grantor proposes to use or allow any vehicle or equipment with axle loading exceeding the H-20 specifications, Grantor shall submit to City for review and approval an engineering calculation prepared by a civil engineer registered in the State of California showing that City’s Facilities will not be adversely affected. Grantor shall be responsible for providing SFPUC with adequate evidence that Grantor’s equipment and vehicles meet the foregoing requirements.
c. Grantor shall not engage in any construction act ivities that could cause deep vibrations to the Facilities (a “DV Activity”) without the prior written consent of the SFPUC. A DV Activity includes sheet or pile driving, but does not include use of typical hand-operated backfill compaction tools, such as wackers. d. Grantor shall not cause or allow any trees to be planted or cultivated or any structures of any kind to be constructed, placed or maintained on, under, over, along, within or across the Easement Area.
e. No excavation, grading or installation of improvements shall occur on the Easement Area, unless contemplated by the SFPUC approval described above. f. For so long as the Easement remains in effect, Grantor shall keep the Easement Area open and free from structures of any kind that may damage or interfere with the proper use, function, maintenance, repair, or replacement of the Facilities or Grantee’s rights under this Agreement.
g. If the surface is disturbed by Grantee’s use of the Easement, Grantee shall restore the surface to Base Conditions or the cost equivalent. “Base Conditions” is defined as three inch (3”) thick asphalt concrete over eight inch (8”) thick Portland cement concrete, for paved easements, and native backfill for unpaved easements. Special finishes, structures and surface improvements (including irrigation lines) removed or damaged in connection with Grantee’s activities performed in accordance with the terms of this Easement will not be replaced by Grantee. Grantee shall not be held liable for any damage to plants or any other surface improvement aside from Base Conditions or the cost equivalent in the Easement Area that may occur as a result of the Grantee’s activities performed in accordance with the terms of this Easement.
4. Nonexclusive. The Easement granted herein is nonexclusive, and Grantor may convey additional easements and install additional subsurface utility lines within the Easement Area provided that such additional easements and lines do not interfere with the Facilities and this Easement, and provided further that any additional subsurface utility lines in the Easement Area shall meet City’s standards for separation of utilities.
5. Abandonment of Easement. City may, at its sole option, abandon all or part of the Easement by recording a quitclaim deed. Except as otherwise provided in this Agreement, upon recording such quitclaim deed, the affected Easement Area and all rights, duties and liabilities hereunder with respect to such Easement Area shall be terminated and of no further force or effect. No temporary non-use of the Easement Area or other conduct, except for recordation of the quitclaim deed as provided in this paragraph, shall be deemed abandonment of the Easement.
6. Relocation of Facilities; Termination of Easement. Grantor shall replace and/or relocate all or any portion of the Facilities at no cost to City, if required to accommodate Grantor’s development of the Project, subject to the terms of this Section and the Development Agreement (such facilities, the “Replacement Facilities”). The nature of the Replacement
Facilities, the phasing of the construction of the Replacement Facilities, and the phasing of Grantor’s Work in the Easement Area shall be approved and conditioned by City pursuant to street improvement and building permits. As of the Effective Date, Grantor has notified City of the proposed relocation and provided City with detailed plans and specifications for the Replacement Facilities. City shall have the right to request additional detailed plans and specifications. City shall have the right to witness the construction and testing of the new pipe and other Replacement Facilities and provide comments and requests for corrective action onsite through Grantor’s resident engineer. City shall consent to such relocation upon satisfaction of the following conditions:
a. Grantor shall perform, at its sole cost and at no cost to City, all work necessary for the relocation in accordance with plans and specifications approved by City in writing and without material interruption of the service provided by the affected Facilities (other than brief, scheduled interruptions consistent with infrastructure repair and replacement projects). Unless otherwise approved by the SFPUC through a street improvement permit, Grantor does not have a right to cause material interruption other than as stated herein.
b. Grantor shall remove, or cut, cap and fill the Facilities as shown in the applicable street improvement permit;
c. Intentionally omitted;
d. Grantor shall replace, remove, or cut, cap and fill any other City water, sewer or power infrastructure discovered within the Easement Area that is no longer intended to be functional by the City;
e. Grantor shall provide an irrevocable offer of dedication to the City of the Replacement Facilities and any other replacement utility facilities constructed by Grantor;
f. Intentionally omitted;
g. Grantor shall warrant and guarantee all work performed by Grantor or its contractor to be free from faulty materials and workmanship for a period of two years from the date of acceptance by City;
h. Grantor shall ensure that the Replacement Facilities are qualitatively equal or exceed in every material respect the Facilities and be constructed with new materials and with the same or improved service capacity as the Facilities consistent with approved plans;
i. Grantor shall ensure that the Facilities are not removed until the Replacement Facilities are constructed consistent with the applicable street improvement permit, inspected and fully operational to the satisfaction of the City (after an appropriate testing period).
j. Grantor shall fund City’s out-of-pocket costs relating to the relocation, including without limitation costs of inspections and engineering and legal review.
Upon completion, offer of dedication and acceptance of each Replacement Facility, the parties will execute and record an amendment to this Agreement changing the description of the Easement Area to omit the applicable Facility. Further, in the event SFPUC determines that no active Facilities exist and therefore no Replacement Facilities are required in any portion of the Easement Area, the parties will execute and record an amendment to this Agreement changing the description of the Easement Area to omit such portions of the Easement Area containing no active Facilities. Upon completion, offer of dedication and acceptance of the last Replacement Facility, Grantee will execute and record a quitclaim deed terminating the Easement. SFPUC’s General Manager shall have the authority to execute the amendment and the quitclaim deed without additional action by City’s Board of Supervisors, Mayor or Public Utilities Commission. City shall have no obligation to perform or pay for removal of the Facilities. Upon completion, offer of dedication and acceptance of the Replacement Facilities as set forth above and in the Development Agreement, City shall maintain the Replacement Facilities at its own expense, subject to Grantor’s above warranty.
7. Run with the Land. The provisions of this Easement shall run with the land, burden the Easement Area, and bind and inure to the benefit of the respective successors and assigns of Grantee and Grantor.
8. No Acceptance of Infrastructure Improvements. Neither the provisions of this Easement Agreement nor Grantee’s acceptance of the Easement shall be construed as acceptance of any infrastructure improvements by City or SFPUC.
9. Counterparts. This Easement Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.
10. Authority. The person executing this Easement Agreement on behalf of Grantor does hereby covenant and warrant that Grantor is a duly formed and existing Delaware limited liability company, that Grantor has full right and authority to enter into this Easement Agreement, and that the person signing on behalf of Grantor is authorized to do so.
11. Exhibits. The exhibits attached to and referenced in this Easement Agreement are incorporated into and made a part of this Easement Agreement.
12. Interpretation. Unless otherwise provided in this Agreement, whenever approval or consent is required of Grantor or Grantee pursuant to this Agreement, it shall not be unreasonably withheld, conditioned or delayed.
[Signatures on following page]
In witness whereof this Easement Agreement is executed as of the _____ day of ____________________________, 20__.
PROPERTY OWNER:
PARKMERCED OWNER LLC,
a Delaware limited liability company
By:
ACCEPTED:
CITY AND COUNTY OF SAN
FRANCISCO,
a municipal corporation
By:___________________________
[____________]
Director of Property
Dated:
Authority pursuant to Board of Supervisors
Ordinance No. [_________]
RECOMMENDED:
By: ___________________________
[______________]
General Manager, Public Utilities
Commission
(authority pursuant to SFPUC Resolution
No. [___________])
APPROVED AS TO FORM:
DAVID CHIU, City Attorney
By:
[_____________]
Deputy City Attorney
NOTARY ACKNOWLEDGMENT
STATE OF _____________________________)SS
COUNTY OF _____________________________)
On __________________________________
before me, __________________________________________, a Notary Public, personally appeared
______________________________________________________________________
______________________________________________________________________
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
______________________________________
Signature of Notary Public
(THIS AREA FOR OFFICIAL NOTARIAL SEAL)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
RECORDING REQUESTED BY
CLERK OF THE BOARD OF SUPERVISORS
OF THE CITY AND COUNTY OF SAN FRANCISCO
(Exempt from Recording Fees
Pursuant to Government Code
Section 27383)
AND WHEN RECORDED MAIL TO:
Angela Calvillo
Clerk of the Board of Supervisors
City Hall, Room 244
1 Dr. Carlton B. Goodlett Place
San Francisco, CA 94102
________________________________________________________________
EASEMENT QUITCLAIM
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, and as expressly authorized in Ordinance No. ________-__________ passed by the City and County of San Francisco’s (City) Board of Supervisors on __________,_________, 20__, and approved by the Mayor on _____________, ____, 20__, the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation, hereby RELEASES, REMISES, and QUITCLAIMS to PARKMERCED OWNER LLC, a Delaware limited liability company; any and all right, title, and interest City may have in or to the easements described in Exhibit A-__ through __ and shown in Exhibit B-__ through B-__.
[SIGNATURE PAGE FOLLOWS]
In witness whereof this Easement Quitclaim is executed as of _______________, 20__.
PROPERTY OWNER: ACCEPTED:
PARKMERCED OWNER LLC, CITY AND COUNTY OF SAN
A Delaware limited liability company FRANCISCO,
A municipal corporation
By:___________________________
By:__________________________
____________________
Director of Property
Dated: __________
Approved on ___________________
Board of Supervisors Ordinance No. _________
State of California )
County of San Francisco )
On ____________________, before me, _________________________________, a Notary Public, personally appeared ___________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
____________________________________________
Signature
(Affix Seal)
Exhibit A
Property Description
Exhibit B
Property Depiction