1 RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of South San Francisco
400 Grand Avenue
South San Francisco, California 94080
Attention: City Clerk
This Space For Recorder’s Use Only
SUBDIVISION IMPROVEMENT AGREEMENT
BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND
SOUTHLINE BUILDING 1 OWNER LLC IN CONNECTION WITH
FINAL MAP 22-0531 (SOUTHLINE PHASE 1)
This SUBDIVISION IMPROVEMENT AGREEMENT (“Agreement”) is entered into as of this ______ day of ______________, 2023 (“Effective Date”), by and between SOUTHLINE BUILDING 1 OWNER LLC, a Delaware limited liability company (“Developer”), and CITY OF SOUTH SAN FRANCISCO, a municipal corporation (“City”) (collectively “Parties”), with reference to the facts set forth in the Recitals below.
RECITALS
WHEREAS, Developer is the owner of certain real property consisting of approximately 9 acres in the City of South San Francisco, County of San Mateo, State of California, as more particularly described in Exhibit A attached hereto (“Property”); and WHEREAS, on July 13, 2022, City Council of the City of South San Francisco adopted, among other approvals, Resolution No. 117-2022, approving entitlements for Phase 1 of the Southline Development Project (the “Project”) on the Property, including a Vesting Tentative Map which will resubdivide the Property following approval and recordation of one or more final map(s) in phases to facilitate the Project, subject to certain conditions of approval (“Conditions of Approval”); and
WHEREAS, Developer’s predecessor in interest and City have previously entered into that certain Development Agreement related to the development of the Project, as approved by the City of South San Francisco City Council by Ordinance No. 1639-2022 on July 27, 2022, and recorded on September 2, 2022, as Document No. 2022-064815, San Mateo County Official Records, and as subsequently subject to that certain Partial Assignment and Assumption Agreement, recorded on December 23, 2022, as Document No. 2022-087653, San Mateo County Official Records, to grant certain development rights and to facilitate the Project (as partially assigned, the “Development Agreement”); and
WHEREAS, pursuant to the South San Francisco Municipal Code, the Vesting Tentative Map and Conditions of Approval for the Project, Developer is required and now proposes to construct various improvements in and adjacent to the Property (collectively, the “Improvements”). Portions of such Improvements are located within the City of South San Francisco boundaries (the “SSF Improvements”) and other portions are wholly or partially Exhibit B
2 located within the City of San Bruno boundaries (the “Shared Improvements”). The Improvements are described generally in the site plan attached here to as Exhibit B ; and WHEREAS, Developer has presented to the City a Final Map (“Final Map”) for approval, hereinafter designated “map”, entitled Final Map 22-0531, Southline Phase 1, in the City of South San Francisco, and which map dedicates to public use, (i) in fee, areas designated on the map as “Southline Avenue Right of Way (R/W) Dedication,” “South Maple Avenue Widening Dedication,” “Tanforan Avenue Cul-de-Sac Dedication,” and “Tanforan Avenue-Dollar Avenue Widening Dedication”; (ii) a public storm drain easement across that area designated on the map as “PSDE”; and (iii) easements for public utilities across those areas designated on the map as “PUE”; and
WHEREAS, Developer has requested approval of the map prior to the construction and completion of various improvements and utility connections, which are appurtenant to the Property designated in the map, all in accordance with, and as required by, the plans and specifications for all or any of the improvements in, appurtenant to, or outside the limits of the Property; and WHEREAS, the City Council of the City of South San Francisco on _________, 2023, adopted Resolution No. __________ approving the Final Map, on the condition that Developer enter into and execute this Agreement with City and meet the requirements of the Resolution; and WHEREAS, the City, on behalf of itself and in mutual interest with the City of San Bruno, wishes to ensure that the Improvements within the boundaries of both South San Francisco and San Bruno will be completed in a good workmanlike manner and in accordance with the Conditions of Approval and applicable law; and
WHEREAS, this Agreement is executed pursuant to the provisions of the Subdivision Map Act of the State of California and Title 19 of the South San Francisco Municipal Code; and NOW, THEREFORE, for and in consideration of the approval of the maps and of the acceptance of the dedications and easements for street and highway purposes and public facility and utility easements therein offered, excepting those dedicated to other agencies, and in order to ensure satisfactory performance by Developer and Developer’s obligations under the Subdivision Map Act and Title 19 of the Municipal Code, the Parties agree as follows:
AGREEMENT
1. Performance of Work. Developer shall, at its sole cost and expense, furnish or cause to be furnished, all labor supplies, equipment and materials, and do or cause to be done, in a good and workmanlike manner all of the Improvements. The cost of such improvements and required items of work is estimated to be Twenty-Three Million Four Hundred Nine Thousand Eight Hundred Eighty Dollars ($23,409,880), inclusive of $16,762,047 for the SSF Improvements and $6,647,833 for the Shared Improvements, which represents one hundred ten percent (110%) of estimated costs based on the City Engineer’s estimate. Developer shall also do, or cause to be done, all the work and shall, at its sole cost and expense, furnish all materials necessary to complete the Improvements in accordance with the plans and specifications. All of the work is to be done at the places, and with the necessary materials, in the manner and at the 3 grades shown on the plans and specifications approved by the City Engineer as reflected in Exhibit B. All work shall be done to the satisfaction of the City Engineer.
2. Time for Commencement and Performance. City hereby fixes the time for the commencement of the work on or before the later of March 28, 2023 or the date this Agreement is recorded in the Official Records, and for its completion to be within thirty-six (36) months after commencement. At least fifteen (15) calendar days prior to the commencement of work hereunder, Developer shall notify the City Engineer in writing of the date fixed for commencement thereof, to permit the City Engineer to provide inspection services.
3. Injury to Public Improvements, Public Property or Public Utilities Facilities.
Developer shall replace or repair, or have replaced or repaired, all public improvements, public utility facilities, and any other City or public facilities, which are destroyed or damaged in the performance of any work under this Agreement. Developer shall bear the entire cost of replacement or repairs of any and all public or private utility property damaged or destroyed in the performance of any work done under this Agreement. Any repair or replacement shall be to the satisfaction of the City.
4. Time of Essence - Extension. Time is of the essence in this Agreement, and the dates for commencement and completion of the Improvements herein may not be extended except as provided in this paragraph. In the event good cause is shown, the City Engineer may extend the time for completion of the Improvements hereunder. Requests for extension of dates shall be in writing and delivered to City in the manner hereinafter specified for service of notices. Any such extension may be granted without notice to Developer’s sureties, and extensions so granted without notice to the Developer’s sureties shall not relieve the sureties’ liability on the bonds to secure the faithful performance of this Agreement and to assure payment of all persons performing labor and materials in connection with this Agreement. Notwithstanding anything to the contrary, Developer shall have the responsibility to provide written notice to Developer’s sureties for any granted extensions of 30 days or longer. The City Engineer shall make the sole and final determination as to whether or not good cause has been shown to entitle Developer to an extension.
In granting any extension of the dates set forth under this Agreement for commencement and completion of the Improvements, City may require a new or amended improvement security in amounts to reflect increases in the costs of constructing the Improvements, and/or impose other conditions to protect City’s interests and ensure the timely completion of the Improvements.
5. Repairs and Replacements. Developer shall replace or have replaced, or repair or have repaired, all pipes and surveying or subdivision monuments which are destroyed or damaged by reason of improvements constructed hereunder, and Developer shall replace or have replaced, repair or have repaired, or pay to the applicable owner the entire cost of replacement or repairs, of any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, by the State of California, or any agency or political subdivision thereof, or by any combination of such owners. Any such repair or replacement shall be to the satisfaction, and subject to the approval of, the City Engineer or the corporation, person or agency.
4 6. Utility Deposits - Statement. Developer shall file with the City Clerk, prior to City’s final acceptance of the work as set forth in Section 2, a written statement signed by Developer and each public utility corporation involved, to the effect that Developer has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the Property.
7. Permits, Compliance with Laws. Developer shall comply with all generally applicable laws and regulations in the performance of this Agreement and constructing the Improvements herein and shall, at Developer’s sole cost and expense, obtain all necessary permits and licenses for the construction of the Improvements, give all necessary notices and pay all fees and taxes required by law.
8. Superintendence by Developer. Developer shall personally supervise the work on the Improvements, or have a construction contractor, competent foreman or superintendent on the work site at all times during construction, with authority to act for Developer. Developer shall obtain the approval of the City Engineer before using a construction contractor, competent foreman or superintendent to supervise work on the Improvements, as such approval not to be unreasonably withheld. Prior to granting approval, the City Engineer shall determine that said construction contractor, competent foreman or superintendent to supervise is qualified to perform such duties.
9. Inspection by City. Developer shall at all times maintain proper facilities, and shall provide safe access, for inspection by City, to all parts of the work and to the shops wherein the work is in preparation.
10. Contract Security.
(a) Concurrently with the execution hereof, Developer shall furnish:
(1) a surety bond in favor of the City as Obligee in an amount equal to at least one hundred ten percent (110%) of the estimated cost of the construction and completion of the SSF Improvements as security for the faithful performance of this Agreement; and
(2) a separate surety bond in favor of the City as Obligee in an amount equal to at least one hundred ten percent (110%) of the estimated cost of the construction and completion of the SSF Improvements as security for the payment of all persons performing labor and providing materials in connection with this Agreement; and (3) a separate surety bond in favor of the City as Obligee and the City of San Bruno as Dual Obligee in an amount equal to at least one hundred ten percent (110%) of the estimated cost of the construction and completion of the Shared Improvements as security for the faithful performance of this Agreement. (4) a separate surety bond in favor of the City as Obligee and the City of San Bruno as Dual Obligee in an amount equal to at least one hundred ten percent (110%) of the estimated cost of the construction and completion of the Shared 5 Improvements as security for the payment of all persons performing labor and providing materials in connection with this Agreement.
The City Engineer shall have the authority, but not the obligation, to release a portion or portions of the security provided for hereunder as the Improvements or portions thereof are completed and approved by the City.
(b) Developer may fulfill the requirements of subsection (a) of this section by providing a Standby Irrevocable Letter of Credit in favor of the City and in a form approved by the City Attorney.
11. Indemnification and Hold Harmless Agreement.
(a) Developer shall hold harmless, indemnify and, at the City’s request, defend City (with mutually agreeable counsel as described below), its officers, employees, authorized agents, boards and commissions (collectively, the “City Parties”), whether elected or appointed, from and against all third party claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees or obligations, for or in connection with personal injury (including, but not limited to, death) or damage to property (both real and personal) (collectively, “Claims”) to the extent arising out of or connected with the negligent act, error or omission of Developer, its agents, contractors, subcontractors, or employees in connection with the performance of this Agreement.
Notwithstanding the foregoing, Developer shall not be obligated under this Agreement to defend and/or indemnify the City or any City Parties for any Claims to the extent that any Claims are caused by the gross negligence or willful misconduct or omissions of the City. The Parties shall use best efforts to select mutually agreeable legal counsel to defend such claims. In the event City and Developer are unable to select mutually agreeable legal counsel to defend such a claim, each party may select its own legal counsel and Developer shall pay its and City’s reasonable attorneys’ fees and costs.
(b) In order to make certain that Developer has adequate resources to fully carry out its responsibilities pursuant to subparagraph (a) above, Developer shall file with the City proof that Developer’s professional consultants (including any soils engineer or civil engineer) employed by Developer in connection with the work described herein, maintain professional liability (e.g. errors and omissions) insurance during the life of this Agreement. If the work is accomplished by contractors or subcontractors, Developer shall assure that the contractors and/or subcontractors carry general liability insurance. The insurance shall be in an amount of not less than One Million Dollars ($1,000,000), shall contain a provision that such insurance shall not be canceled except upon thirty (30) days written notice to City (or ten (10) days in situations of non-payment of premium) and shall be subject to the approval of the City Attorney as to form, amount and carrier, as such approval not to be unreasonably withheld. (c) The foregoing hold harmless statement of Developer shall apply to all damages and claims for damages of every kind suffered or alleged to have been suffered by reason of the construction operations undertaken pursuant to this Agreement, regardless of whether or not City has approved the plans or specifications for the Improvements, and regardless of whether or 6 not such insurance policies have been determined to be applicable to any such damages or claims for damages.
12. Environmental Warranty. Prior to City’s acceptance of dedications or Improvements, Developer shall certify and warrant that:
(a) The Project, Improvements and Developer are not in violation of any environmental law, and neither are subject to any existing, pending, or threatened investigation by any federal, state or local governmental authority under or in connection with any environmental law;
(b) Neither Developer nor any third party will use, generate, manufacture, produce, or release, on, or under the Property, any hazardous substance, except in compliance with all applicable environmental laws; and
(c) Developer has not caused or permitted the release of, and except as disclosed in that certain Environmental Impact Report (EIR) for the Southline Specific Plan (State Clearinghouse No. 2020050452), certified by the South San Francisco City Council on July 13, 2022, including the related EIR Appendix 4.8-1 (Hazards and Hazardous Materials Reports) attached thereto, has no knowledge of the release or presence of, hazardous substance(s) on the Property or the migration of any hazardous substance from or to any other property adjacent to, or in the vicinity of, the Property.
13. Developer’s Insurance. Developer shall not commence work under this Agreement until Developer has obtained all insurance required under this paragraph, and such insurance has been approved by the City Attorney as to form, amount and carrier, nor shall Developer allow any contractor or subcontractor to commence work until all similar insurance required of the contractor or subcontractor has been so obtained and approved, as such approval not to be unreasonably withheld.
Developer shall take out and maintain during the life of this Agreement the following policies of insurance:
(a) Worker’s Compensation and Employers’ Liability Insurance in the statutory coverage. In signing this Agreement, Developer makes the following certification:
“I am aware of the provisions of Section 3700 of the
California Labor Code which requires every employer to be insured against liability for Worker’s Compensation or to undertake selfinsurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement.”
(b) Commercial General Liability Insurance: In an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence for injuries including, but not limited to, death 7 to any one person in an amount not less than TWO MILLION DOLLARS ($2,000,000) in the aggregate for bodily injury, personal injury and property damage. (c) Automobile Liability (Code 1) Insurance: In an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per accident for bodily injury and property damage.
(d) Contractual Liability Insurance: Developer shall take out and maintain during the life of this Agreement an insurance policy in the amount of at least TWO MILLION DOLLARS ($2,000,000), insuring Developer against damages sustained as a result of its indemnity obligations under this Agreement.
(e) It is agreed that the insurance required by Subsection (b) shall be in an aggregate amount of not less than Two Million Dollars ($2,000,000) and shall be extended to include as additional insureds the City of South San Francisco, its elective and appointive boards, officers, authorized agents employees and volunteers, with respect to operations performed by Developer as described herein. Evidence of the insurance described above shall be provided to City upon execution of this Agreement and shall be subject to approval by the City Attorney as to form, amount and carrier, as such approval not to be unreasonably withheld. The policy of insurance shall also contain a provision indicating that such insurance shall not be canceled except upon thirty (30) days written notice to City (or ten (10) days for non-payment of premium). In addition, the following endorsement, or a carrier form offering similar coverage, shall be made on the policy of insurance:
“Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or available to the City of South San Francisco as additional insured, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted.”
14. Evidence of Insurance. Developer shall furnish City concurrently with the execution hereof, satisfactory evidence of the insurance required and evidence that each carrier is required to give City at least thirty (30) days prior notice of the cancellation of coverage of any policy during the effective period of this Agreement.
15. Title to Improvements. Title to, and ownership of, all Improvements constructed hereunder by Developer shall vest absolutely in City, or to such other public agencies, persons, partnerships, associations or corporations to which dedications of easements were made or reserved upon the completion and acceptance of such Improvements by City or the agency, person, partnership, association or corporation.
16. Repair or Reconstruction of Defective Work. If, within a period of one (1) year after final acceptance of the work performed under this Agreement, the Improvements installed or 1 constructed, or caused to be installed or constructed by Developer, or any of the work done under this Agreement, fails to fulfill any of the requirements of this Agreement or the specifications referred to herein, or proves to be defective or become damaged because of differential settlement, action of the elements, or ordinary usage, except for catastrophic events, Developer shall without delay and without any cost to City repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure. Should Developer fail to act promptly or in accordance with this requirement after being provided written notice and reasonable opportunity to repair, or should the exigencies of the case require repairs or replacements to be made before Developer can be notified, City may, at its option, make the necessary repairs or replacements or perform the necessary work, and Developer shall pay to City the actual cost of such repair plus fifteen (15%) percent. Upon acceptance of the improvements by City or other public agency, the surety bonds provided for faithful performance of this Agreement as set forth in Section 10 above shall be reduced to the penal sum of ten percent (10%) of the original penal sums to secure the undertaking and obligations set forth in this provision.
17. Trenching and Backfilling. Developer shall require that all trenching and backfilling within and outside the Property lines for utility lines, including sanitary, storm, water and any other purposes, shall be done under the inspection of a soils engineer who shall test the trenching and backfilling with a sufficient number of soil tests to secure the proper compaction. If required as a condition to any permit issued by City, Developer shall further require that a certificate be filed with the City stating that said trenching and backfilling has been performed in accordance with the soils engineer’s recommendations.
18. Developer not Agent of City. Neither Developer nor any of Developer’s agents or contractors shall be considered agents of City in connection with the performance of Developer’s obligations under this Agreement.
19. Cost of Engineering and Inspection. Developer shall pay City the actual cost to City for all inspections and other services furnished by City in connection with the construction of the above-required Improvements, plus twenty-two percent (22%) thereof for administrative overhead. City shall furnish periodic statements of all charges for services performed by City, and Developer shall complete payment of such charges within ten (10) days after receipt thereof.
20. Notice of Breach and Default. If Developer refuses or fails to obtain prosecution of the Improvements, or any severable part thereof, with such diligence as will insure its completion within the time specified, or any extensions thereof, or fails to obtain completion of the work within such time, or if the Developer should be adjudged as bankrupt, or if Developer should make a general assignment for the benefit of Developer’s creditors, or if a receiver should be appointed in the event of Developer’s insolvency, or if Developer or any of Developer’s contractors, subcontractors, agents or employees should violate any of the provisions of the Agreement, the City Engineer or City Manager may serve written notice upon Developer and Developer’s sureties of breach of this Agreement, or of any portion thereof, and default of Developer, and Developer shall have thirty (30) days thereafter to cure or substantially commence such cure. Nothing in this Agreement shall be interpreted to impair or modify the rights, as set forth in the Development Agreement, of any Mortgagee to cure any default with respect to the Project or the Property.
2 21. Breach of Agreement; Performance by Sureties or City. (a) In the event of such notice provided pursuant to Section 20, which is not cured by Developer after being provided with such written notice and a reasonable opportunity to cure, Developer’s sureties shall have the duty to take over the work and complete the Improvements herein specified in accordance with the provisions of the contract security provided hereunder as described in Section 10.
(b) In addition, with respect to the Shared Improvements, the Parties acknowledge that the City and the City of San Bruno, based on their mutual interest of ensuring the Shared Improvements will be completed in accordance with this Agreement, have separately executed a Memorandum of Understanding (MOU) dated _________, which sets forth such cities’ respective rights and obligations in the event of an uncured breach by Developer, which MOU shall be incorporated herein by this reference. Thus, notwithstanding the foregoing surety obligations, if the sureties, within five (5) days after being provided with such written notice and a reasonable opportunity to cure as set forth in Section 20, do not give City written notice of their intention to take over the performance of the Agreement, and do not commence performance thereof within five (5) days after notice to City of such election, City or the City of San Bruno may proceed to cure the breach or enforce their respective rights under the MOU, by any method authorized by law they deem advisable, for the account and at the expense of Developer, and Developer’s sureties shall be liable to either or both of them for any excess cost or damages occasioned in an amount not to exceed the security set forth in Section 10 or as otherwise provided by this Agreement.
22. Erosion Control. If applicable, Developer shall furnish landscape plans and adequately provide for erosion control. Landscaping and irrigation improvements shall be installed to the satisfaction of the City’s Landscape Architect.
23. [Reserved.]
24. Water Lines. Developer shall dedicate to the California Water Service (CWS) the easements required for the water lines, facilities and appurtenant works, unless the lines, facilities and appurtenant works are to be installed within existing easements or the Public Utility Easements on the Final Map. Developer shall construct and install, at its sole cost and expense, the Improvements in the easements as set forth on the approved improvement plans, subject to the approval of the CWS.
25. Notices. All notices herein required shall be in writing, and delivered in person or sent by certified mail, postage prepaid, or by email (with original forwarded by regular U.S. Mail), to the parties set forth in Exhibit C hereto. Any party may change such address by notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address.
26. As-Built Drawings. Developer shall furnish City reproducible plastic film as-built drawings of the Improvements of a quality acceptable to the City Engineer together with a certification by Developer’s engineer that the Improvements have been constructed in accordance 3 with the approved plans and specifications. Developershall furnish City with the as-built drawings concurrently with Developer’s request for acceptance of the Improvements by the City.
27. Assignment and Transfer. Developer may transfer or assign all or any portion of its interests, rights, or obligations under the Agreement to third parties acquiring an interest or estate in the Project or the Property or any portions thereof including, without limitation, purchasers or lessees of lots, parcels, or facilities, subject to obtaining City’s prior written consent to the assignment or transfer, if and to the extent that such consent is required pursuant to the Development Agreement. For the avoidance of doubt, nothing in this Agreement shall be interpreted to impair or modify the rights, as set forth in the Development Agreement, of assignment and transfer with respect to the Project or the Property.
28. Parties Obligated. Developer agrees that this Agreement shall bind Developer and Developer’s successors in interest, heirs and assigns.
29. Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.
30. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflicts of law. All actions, proceedings, lawsuits, claims and disputes shall be venued in the County of San Mateo, State of California.
31. Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
32. Release. This Agreement pertains to and shall run with the Property. Upon execution, this Agreement shall be recorded in the Official Records of San Mateo County. After acceptance of the Improvements and completion of the one (1) year maintenance period in Section 16, the City shall within sixty (60) days thereafter record a release of this Agreement in the Official Records of San Mateo County.
[signatures on the following page]
4 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above.
CITY:
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
Sharon Ranals
Interim City Manager
ATTEST: APPROVED AS TO FORM:
City Clerk City Attorney
DEVELOPER:
SOUTHLINE BUILDING 1 OWNER LLC,
a Delaware limited liability company
By: ________________________
Name: ______________________
Its: ________________________
EXHIBITS:
Exhibit A – Legal Description
Exhibit B – Public Improvement Plans
Exhibit C – Notice Parties
5 ACKNOWLEDGMENTS
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 )
)
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) are/is 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)
6 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 )
)
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) are/is 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)
EXHIBIT “A”
Legal Description of Property
EXHIBIT “B”
Description of Improvements
EXHIBIT “C”
Notice Parties
Notices required to be given to City shall be addressed as follows:
Attn: Engineering
City of South San Francisco
315 Maple Avenue
South San Francisco, CA 94080
Email: [email protected]
with a copy to: Meyers Nave
Attn: Sky Woodruff
1999 Harrison Street, 9th Floor Oakland, CA 94612
Phone: (510) 808-2000
Email: [email protected]
Notices required to be given to Developer shall be addressed as follows:
Southline Building 1 Owner LLC
Attn: Marcus Gilmour
644 Menlo Avenue, 2nd Floor Menlo Park, CA 94025
Phone: (650) 838-0100
Email: [email protected]
with a copy to: Coblentz Patch Duffy & Bass LLP
Attn: Megan Jennings
One Montgomery Street, Suite 3000
San Francisco, CA 94104
Phone: (415) 391-4800
Email: [email protected]
with a copy to Mortgage Lender:
Bank OZK
8300 Douglas Avenue, Suite 900
Dallas, Texas 75225
Attention: Cliffton Hill
Email: [email protected]
with a copy to: Bank OZK
6th and Commercial
P.O. Box 196
Ozark, Arkansas 72949
Attention: Regina Barker
Email: [email protected]
with a copy to: Winstead PC
500 Winstead Building
2728 N. Harwood Street
Dallas, Texas 75201
Attention: David Heit
Email: [email protected]
with a copy to Mezzanine Lender:
c/o Square Mile Capital Management LLC
350 Park Avenue, 15th Floor
New York, New York 10022
Attention: Beth Newman and Brad Cohen
Email: [email protected] and
[email protected]
with a copy to: c/o Square Mile Capital Management LLC
350 Park Avenue, 15th Floor
New York, New York 10022
Attention: Jeff Geisler
Email: [email protected]
with a copy to: Situs Asset Management, LLC
5065 Westheimer Road, Suite 700E
Houston, Texas 77056
Attention: Managing Director
Email: [email protected]
with a copy to: Situs Asset Management, LLC
6 Concourse Parkway, Suite 3000
Atlanta, Georgia 30328
Attention: Tim Mazzetti
Email: [email protected]
with a copy to: King & Spalding LLP
1185 Avenue of the Americas
New York, New York 10036
Attention: Scott Levine
Email: [email protected]
Notices required to be given to sureties of Developer shall be addressed as follows:
Intact Insurance Surety Group
One State Street Plaza, 31st Floor
New York, NY 10004