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EXHIBIT F
LOT TIE
COVENANT FOR BUILDING AND OPERATION OF
SUBTERRANEAN PARKING STRUCTURE
ACROSS MULTIPLE PARCELS
(Lot Tie)
THIS COVENANT FOR BUILDING AND OPERATION SUBTERRANEAN
PARKING STRUCTURE ACROSS MULTIPLE PARCELS (Lot Tie) (“Covenant”) is made this _____ day of ______________, 20 24, by and among MOORE TALBOT PARTNERS, LP, a California limited partnership (“ Lot 1 Owner ”), ____________________, a __________________ (“ Lot 1 Ground Lessee ”), ____________________________ (“ Lot 5 Owner”) ____________________________ (“ Lot 6 Owner ” and collectively with the Lot 1 Owner, Lot 1 Ground Lessee, and the Lot 5 Owner, the “ Commercial Property Owners”), and the City of San Mateo (“City”). Lot 1 Owner, Lot 1 Ground Lessee, Lot 5 Owner, Lot 6 Owner and City are referred to herein each individually as a “Party” and collectively as the “Parties.”
R E C I T A L S
This Covenant is made with reference to the following facts:
A. Lot 1 Owner is the fee owner of that certain land commonly known as 415 and 445 South B Street, in the City of San Mateo, County of San Mateo, State of California, being Lot 1 of the property described in Exhibit A attached to this Covenant (“Lot 1”). Lot 1 Ground Lessee is the ground lessee of Lot 1 pursuant and subject to that certain ground lease between Lot 1 Owner, as Lessor, and Lot 1 Ground Lessee, as Lessee, dated ________________________, a memorandum of which was recorded on __________________ ______, as Document No. __________________, in the Official Records of the said County.
B. Lot 5 Owner is the owner of that certain real property commonly known as 302 E. 4th Avenue, in the City of San Mateo, County of San Mateo, State of California, being Lot 5 of the property described in Exhibit A attached to this Covenant (“Lot 5”).
C. Lot 6 Owner is the owner of that certain real property commonly known as 407 South B Street, in the City of San Mateo, County of San Mateo, State of California, being Lot 6 of the property described in Exhibit A attached to this Covenant (“Lot 6” and collectively with Lot 1 and Lot 5, the “Commercial Property”).
D. City is the owner of that certain real property located in the City of San Mateo, County of San Mateo, State of California, described in Exhibit B attached to this Covenant (“City 108800\18267838v2
Property”). The southeastern and southwestern boundaries of City Property are adjacent to and contiguous with the Commercial Property.
E. Lot 1, Lot 5, Lot 6 and the City Property are referred herein each individually as a “Property” and collectively as the “Properties.”
F. The Lot 1 Ground Lessee, Lot 5 Owner and Lot 6 Owner mutually intend to develop, hold, operate and maintain on Lot 1, Lot 5 and Lot 6 an office and retail building and related structures (“Commercial Building”). City intends to enter into a ground lease of the City Property with an affordable housing developer for the purpose of develop ing and operating an affordable residential apartment building on the City Property (“Residential Building”).
G, The Commercial Building and the Residential Building are to be constructed above, and be structurally supported by, a single, open and continuous subterranean parking structure and podium that will extend to the exterior perimeter of the collective Properties, bounded by Fourth Avenue, Fifth Avenue, Railroad Avenue and B Street, San Mateo (“Subterranean Parking Structure”) that would be constructed in conjunction with construction of the Commercial Building. The Subterranean Parking Structure is intended to include openings across the property lines between each of the Commercial Properties and the City Pr operty for purposes of general ingress, egress and circulation of vehicles and pedestrians. The Parties further intend to enter into a separate reciprocal easement and maintenance agreement for purposes of ensuring common and reciprocal use and unified maintenance and operation of shared portions of the Subterranean Parking Structure (“Project REA”).
H. The Parties intend by this Covenant to establish certain covenants , binding upon the Properties, to ensure that the Subterranean Parking Structure is operated as a joint improvement of the Properties (and not partially or entirely demolished or materially modified by an owner or ground lessee of any one of the Properties), thereby allowing for development of the Subterranean Parking Structure as a single, integrated structure across the property lines of the respective City Property and the Commercial Property.
NOW THEREFORE, in consideration for, and as an express condition of the issuance by the City of a building permit for the construction of the Subterranean Parking Structure over and across the properties of the Properties, the Lot 1 Owner, Lot 1 Ground Les see, Lot 5 Owner, Lot 6 Owner and City, and each of them, covenant and agree as follows:
1. Single Development. Notwithstanding that the Properties consist of separate legal lots or parcels, the airspace encompassing the Subterranean Parking Structure will be treated for zoning, entitlement, development, operation and management purposes as if it were a single legal parcel consisting of the subterranean portions of both the City Property and the Commercial Property. The airspace encompassed by the Subterranean Parking Structure will at all times be subject to the reciprocal easements and rights set forth in the Project REA and this Covenant.
2. No Demolition. For the term of this Covenant, no owner or ground lessee of the Commercial Property, or any portion thereof, and no owner or ground lessee of the City Property, or any portion thereof, shall remove or demolish all or substantially all of the Subterranean Parking 108800\18267838v2
Structure located on its Property, except in connection with joint demolition of the Subterranean Parking Structure with the consent of all owners and ground lessees of the Properties.
3. Single Structure. This Covenant is executed for the purpose of creating a single Subterranean Parking Structure across legal property lines.
4. Binding Effect. This Covenant shall run with and burden the Commercial Property and the City Property, and each of them, shall be binding on each person or entity having or acquiring any right, title or interest in the Properties or any part thereof , and shall inure to the benefit of, and be enforceable by, the City by any legal or equitable means against any person or entity in actual possession of the Properties or any portion of who directly or through an agent violates this Covenant.
5. Term. This Covenant shall remain in effect for the term s of (i) the Project REA, and (ii) any amended, restated or replacement reciprocal easement and maintenance agreement established for purposes of shared or coordinated use, maintenance and operation of the Subterranean Parking Structure entered into and recorded by the then Owner s within thirty (30) days of termination of the Project REA (“Replacement REA”), and shall terminate automatically on termination of the Project REA or Replacement REA, as applicable; provided, however, that this Covenant shall remain in effect (and the Subterranean Parking Structure may remain in place) after termination of the Project REA or Replacement REA, as applicable, if, and so long as, the fee interests in the Properties are commonly owned by the same Owner(s). If at any time following termination of both the Project REA and any Replacement REA the fee interests in the Properties are not commonly owned by the same Owner(s), the Subterranean Parking Structure is to be razed and demolished in accordance with the Project REA.
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IN WITNESS WHEREOF, the undersigned Lot 1 Owner has executed this Covenant on the date first above written.
LOT 1 OWNER:
, a
By:
Name (Printed):
Title:
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.
STATE OF CALIFORNIA )
) ss:
COUNTY OF ______________________ )
On ______________, 20__ before me, _____________________________________________, (insert name and title of the officer),
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: _______________________________________
[Seal]
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IN WITNESS WHEREOF, the undersigned Lot 1 Ground Lessee has executed this Covenant on the date first above written.
LOT 1 GROUND LESSEE:
, a
By:
Name (Printed):
Title:
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.
STATE OF CALIFORNIA )
) ss:
COUNTY OF ______________________ )
On ______________, 20__ before me, _____________________________________________, (insert name and title of the officer),
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: _______________________________________
[Seal]
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IN WITNESS WHEREOF, the undersigned Lot 5 Owner has executed this Covenant on the date first above written.
LOT 5 OWNER:
, a
By:
Name (Printed):
Title:
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.
STATE OF CALIFORNIA )
) ss:
COUNTY OF ______________________ )
On ______________, 20__ before me, _____________________________________________, (insert name and title of the officer),
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: _______________________________________
[Seal]
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IN WITNESS WHEREOF, the undersigned Lot 6 Owner has executed this Covenant on the date first above written.
LOT 6 OWNER:
, a
By:
Name (Printed):
Title:
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.
STATE OF CALIFORNIA )
) ss:
COUNTY OF ______________________ )
On ______________, 20__ before me, _____________________________________________, (insert name and title of the officer),
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: _______________________________________
[Seal]
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IN WITNESS WHEREOF, the undersigned City has executed this Covenant on the date first above written.
CITY:
THE CITY OF SAN MATEO
By:
Name (Printed):
Title:
APPROVED AS TO FORM
[Acknowledgments attached]
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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.
STATE OF CALIFORNIA )
) ss:
COUNTY OF ______________________ )
On ______________, 20__ before me, _____________________________________________, (insert name and title of the officer),
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: _______________________________________
[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.
STATE OF CALIFORNIA )
) ss:
COUNTY OF ______________________ )
On ______________, 20__ before me, _____________________________________________, (insert name and title of the officer),
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: _______________________________________
[Seal]
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EXHIBIT A
COMMERCIAL PROPERTY
The “Commercial Property” under this Covenant is that certain real property located in the City of San Mateo, County of San Mateo, State of California, described as follows:
“Lot 1”
PARCEL 1 AS DESIGNATED ON THAT CERTAIN MAP ENTITLED, "PARCEL MAP NO. 325 LANDS OF MOORE FOR LOT MERGER PURPOSES FOR THE MERGER OF LOTS 1, 7 AND 8, BLOCK 10, AS SHOWN ON THE MAP ENTITLED, ‘MAP OF THE TOWN OF SAN MATEO, SAN MATEO COUNTY, CALIFORNIA’,” WHICH PARCEL MAP WAS
FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON FEBRUARY 11, 1991, IN BOOK 64 OF PARCEL MAPS AT PAGE
54. “Lot 5”
LOT 5, BLOCK 10, AS DESIGNATED ON THE MAP ENTITLED, "MAP OF THE TOWN OF SAN MATEO, SAN MATEO COUNTY, CALIFORNIA", FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY ON JANUARY 24, 1963, IN BOOK 2 OF MISCELLANEOUS RECORDS, AT PAGE 95, AND A COPY ENTERED IN BOOK 1 OF MAPS AT PAGE 45.
“Lot 6”
LOT 6, BLOCK 10, AS DESIGNATED ON THE MAP ENTITLED, "MAP OF THE TOWN OF SAN MATEO, SAN MATEO COUNTY, CALIFORNIA", FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY ON JANUARY 24, 1963, IN BOOK 2 OF MISCELLANEOUS RECORDS, AT PAGE 95, AND A COPY ENTERED IN BOOK 1 OF MAPS AT PAGE 45.
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EXHIBIT B
CITY PROPERTY
The “City Property” under this Covenant is that certain real property located in the City of San Mateo, County of San Mateo, State of California, described as follows:
LOTS 2, 3 AND 4, BLOCK 10, AS DELINEATED UPON THAT CERTAIN MAP ENTITLED "MAP OF THE TOWN OF SAN MATEO", FILED FOR RECORD IN THE OFFICE OF THE
RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON JANUARY 24TH, 1867 IN BOOK 2 OF MISCELLANEOUS RECORDS, PAGE 95 AND A COPY ENTERED INTO BOOK 1 OF MAPS, PAGE 45.
EXCEPTING THEREFROM: THAT PORTION OF THE ABOVE DESCRIBED PROPERTY LYING BELOW A DEPTH OF 500 FEET, MEASURED VERTICALLY, FROM THE
CONTOUR OF THE SURFACE OF SAID PROPERTY, AS CONTAINED IN THE DEED
FROM SOUTHERN PACIFIC TRANSPORTATION COMPANY, A DELAWARE
CORPORATION TO CITY OF SAN MATEO, A MUNICIPAL CORPORATION, RECORDED NOVEMBER 27, 1985 IN THE OFFICIAL RECORDS OF THE COUNTY OF SAN MATEO, AS RECORDER'S SERIAL NUMBER 85128380.