AGREEMENT FOR SALE OF REAL ESTATE
by and between
CITY AND COUNTY OF SAN FRANCISCO,
a California municipal corporation,
acting by and through its Public Utilities Commission,
as Seller
and
CITY OF SUNNYVALE,
a California municipal corporation,
as Buyer
for the sale and purchase of
an approximately 14,819 square foot portion of unimproved real property adjacent to Manzano Way near Oak Creek Way,
located in Sunnyvale, California
designated as portions of Santa Clara County
Assessor’s Parcel Nos. 104-28-066 and 104-28-071.
___________________, 20___
Attachment 1
i
TABLE OF CONTENTS
Page
1. SALE AND PURCHASE ................................................................................................. 3
2. PURCHASE PRICE ......................................................................................................... 3
3. TITLE ............................................................................................................................... 3
3.1 Conditions of Title to the Property ....................................................................... 3
3.2 Buyer’s Responsibility for Title Insurance ........................................................... 3
4. “AS-IS” PURCHASE; RELEASE OF CITY ................................................................ ... 4
4.1 Buyer’s Independent Investigation ....................................................................... 4
4.2 Property Disclosures ............................................................................................. 4
4.3 Entry and Indemnity ............................................................................................. 4
4.4 “As-Is With All Faults” Purchase ......................................................................... 5
4.5 Release of City ...................................................................................................... 6
5. CONDITIONS PRECEDENT .......................................................................................... 7
5.1 Buyer’s Conditions Precedent............................................................................... 7
5.2 Contingency Period ............................................................................................... 7
5.3 City’s Conditions Precedent ................................................................................. 7
5.4 Failure of Conditions Precedent............................................................................ 8
5.5 Subdivision Map Act ............................................................................................ 8
6. ESCROW AND CLOSING .............................................................................................. 8
6.1 Escrow................................................................................................................... 8
6.2 Closing Date.......................................................................................................... 8
6.3 Deposit of Documents and Funds ......................................................................... 9
6.4 Prorations .............................................................................................................. 9
6.5 Title Company as Real Estate Reporting Person .................................................. 9
7. RISK OF LOSS................................................................................................................. 9
7.1 Loss ....................................................................................................................... 9
7.2 Self-Insurance ....................................................................................................... 10
8. EXPENSES ....................................................................................................................... 10
8.1 Expenses ............................................................................................................... 10
8.2 Brokers .................................................................................................................. 10
9. INTENTIONALLY OMITTED. ...................................................................................... 10
10. GENERAL PROVISIONS ............................................................................................... 11
10.1 Notices .................................................................................................................. 11 Attachment 1
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ii
10.2 Successors and Assigns......................................................................................... 11
10.3 Amendments ......................................................................................................... 11
10.4 Authority of Buyer ................................................................................................ 11
10.5 Buyer’s Representations and Warranties .............................................................. 12
10.6 Governing Law ..................................................................................................... 12
10.7 Merger of Prior Agreements ................................................................................. 12
10.8 Parties and Their Agents ....................................................................................... 13
10.9 Interpretation of Agreement .................................................................................. 13
10.10 Attorneys’ Fees ..................................................................................................... 13
10.11 Time of Essence .................................................................................................... 13
10.12 No Merger ............................................................................................................. 13
10.13 Non-Liability of City Officials, Employees and Agents ...................................... 13
10.14 Conflicts of Interest............................................................................................... 14
10.15 Notification of Limitations on Contributions ....................................................... 14
10.16 Sunshine Ordinance .............................................................................................. 14
10.17 Intentionally Omitted. ........................................................................................... 14
10.18 No Recording ........................................................................................................ 14
10.19 Effective Date ....................................................................................................... 14
10.20 Severability ........................................................................................................... 15
10.21 Acceptance by Buyer ............................................................................................ 15
10.22 Counterparts .......................................................................................................... 15
10.23 Cooperative Drafting. ........................................................................................... 15
Attachment 1
i
LIST OF EXHIBITS
EXHIBIT A Property Description
EXHIBIT B Property Depiction
EXHIBIT C Form of Quitclaim Deed
Attachment 1
2 AGREEMENT FOR SALE OF REAL ESTATE
(unimproved real property located adjacent to Manzano Way near Oak Creek Way in Sunnyvale, California designated as portions of Santa Clara County Assessor’s Parcel Nos. 104-28-066 and 104-28-071) THIS AGREEMENT FOR SALE OF REAL ESTATE (this “ Agreement”) dated for reference purposes only as of _____________, 20___, is by and between the CITY AND COUNTY OF SAN FRANCISCO, a California municipal corporation (“City” or “Seller”), acting by and through its Public Utilities Commission (“ SFPUC”) and the CITY OF SUNNYVALE , a California municipal corporation (“ Buyer”). City and Buyer sometimes are referred to collectively in this Agreement as the “Parties” or singularly as a “Party.”
THIS AGREEMENT IS MADE WITH REFERENCE TO THE FOLLOWING FACTS AND CIRCUMSTANCES:
A. City owns two (2) unimproved parcels of real property adjac ent to Manzano Way near Oak Creek Way in the City of Sunnyvale, Santa Clara County, State of California , and designated as portions of Santa Clara County Assessor’s Parcel Number s 104-28-066 and 104-28-071 (“Property”). The Property is more particularly described in the described in the attached Exhibit A and shown generally on the map attached as Exhibit B.
B. The SFPUC has determined that the Property is not necessary for its utility needs.
C. On ___________________, the SF PUC Commission adopted Resolution No. ____________ declaring the Property as “surplus land” and “exempt surplus land” under the State Surplus Lands Act (California Government Code Section 54220, et seq.).
D. The Property is currently subject to one revocable permit with Buyer (the “Permit”). The Parties acknowledge the Property is under the possession and control of the Buyer, as provided in the Permit.
E. Pursuant to a written appraisal dated as of August 25, 2021, conducted by Clifford Advisory, LLC, John Clifford, MAI (the “Appraisal”), the fair market value of the Property was determined to be One Million One Hundred Thirty Five Thousand Dollars ($1,135,000).
F. City has determined that a competitive bidding process for the Property would be impractical and otherwise not in the public interest because: (i) the proposed conveyance of the Property to Buyer for use as a public park is in the public interest and will further a proper public purpose at no cost to City, (ii) the proposed conveyance of the Property to Buyer for use as a public park benefits and complements City’s ownership and use of its nearby pipeline right of way, and (iii) Buyer is willing to pay its fair market value.
G. On Ju ne 15, 2021, Buyer and City executed a Letter of Intent ( the “ LOI”) to propose nonbinding terms for the sale of the Property. Pursuant to the terms of the LOI, Buyer deposited Twenty Two Thousand Seven Hundred Dollars ($22,700) (“ Initial Deposit”) into escrow established with the Title Company (defined in Section 2 [Purchase Price] below) on June 25, 2021.
H. Buyer desires to purchase the Property and City is willing to sell the Property, subject to approval by City’s Board of Supervisors and Mayor and the Buyer’s Board of Directors, on the terms and conditions set forth below.
ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Buyer hereby agree as follows:
Attachment 1
3 1. SALE AND PURCHASE
Subject to the terms, covenants, and conditions set forth in this Agreement, City agrees to sell to Buyer, and Buyer agrees to purchase from City, City’s interest in the Property, as described in the attached Exhibit A and shown generally on the map attached as Exhibit B.
2. PURCHASE PRICE
The purchase price for the Property is One Million One Hundred Thirty Five Thousand Dollars ($1,135,000) (“Purchase Price”). Buyer will pay the Purchase Price as follows:
(a) Buyer has deposited the Initial Deposit into escrow with Chicago Title Company, One Embarcadero Center, Suite 250, San Francisco, California 94111, Attention: Terina Kung (“Title Company”).
(b) Within five (5) business days after the Effective Date (as defined below) , Buyer will deposit into escrow with the Title Company an additional Ninety Thousand Eight Hundred Dollars ($90,800) (“Second Deposit” and together with the Initial Deposit, the “Deposit”) in valid United States currency. If requested by the Parties, the Deposit will be held in an interest -bearing account, and all interest thereon will be deemed a part of the Deposit.
Immediately after the Contingency Period, the Deposit will be nonrefundable , unless the transaction contemplated under this Agreement is not consummated due to a material default by the City. At the Closing (as defined below), the Deposit will be paid to City and credited against the Purchase Price.
(c) Buyer will pay the balance of the Purchase Price, which is One Million Twenty One Thousand Five Hundred D ollars ($1,021,500), to City at the consummation of the purchase and sale contemplated by this Agreement (the “Closing”).
All sums payable under this Agreement including the Deposit, will be paid in immediately available funds of lawful money of the United States of America.
3. TITLE
3.1 Conditions of Title to the Property
At the Closing, City will quitclaim its entire right, title, and interest in and to the Property to Buyer by quitclaim deed in the form attached as Exhibit C (the “Deed”). Title to the Property will be subject to (a) liens of local real estate taxes and assessments, (b) all existing exceptions and encumbrances, whether or not disclosed by a current preliminary title report or the public records or any other documents reviewed by Buyer pursuant to Section 5.1 [Buyer’s Conditions Precedent] below, and any other exceptions to title that would be disclosed by an accurate and thorough investigation, survey, or inspection of the Property, and (c) all items of which Buyer has actual or constructive notice or knowledge. All of the foregoing exceptions to title shall be referred to collectively as the “Conditions of Title.” Without limiting the foregoing, Buyer acknowledges receipt of a preliminary title report issued by the Title Company under Order No. 15608194-156- TJK-MC1, dated June 22, 2021 (the “ Title Report”), covering the Property and approves all of the exceptions contained in the Title Report.
3.2 Buyer’s Responsibility for Title Insurance
Buyer understands and agrees that the right, title , and interest in the Property will not exceed that vested in City, and City is under no obligation to furnish any policy of title insurance in connection with this transaction. Buyer recognizes that any fences or other physical monument of the Property’s boundary lines may not correspond to the legal description of the Property. City Attachment 1
4 will not be responsible for any discrepancies in the parcel area or location of the property lines or any other matters that an accurate survey or inspection might reveal. It is Buyer’s sole responsibility to obtain a survey from an independent surveyor and a policy of title insurance from a title company, if desired.
4. “AS-IS” PURCHASE; RELEASE OF CITY
4.1 Buyer’s Independent Investigation
Buyer represents and warrants to City that Buyer has performed a diligent and thorough inspection and investigation of each and every aspect of the Property, either independently or through agents of Buyer’s choosing, including the following matters (collectively, the “Property Conditions”):
(a) All matters relating to title including the existence, quality, nature and adequacy of City’s interest in the Property and the existence of physically open and legally sufficient access to the Property.
(b) The zoning and other legal status of the Property, including the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances and private or public covenants, conditions and restrictions, and all governmental and other leg al requirements such as taxes, assessments, use permit requirements and building and fire codes. (c) The quality, nature, adequacy and physical condition of the Property. (d) The quality, nature, adequacy, and physical, geological and environmental condition of the Property (including soils and any groundwater), and the presence or absence of any Hazardous Materials in, on, under or about the Property or any other real property in the vicinity of the Property. As used in this Agreement, “ Hazardous Material” means any material that, because of its quantity, concentration or physical or chemical characteristics, is now or hereafter deemed by any federal, state or local governmental authority to pose a present or potential hazard to human health or safety or to the environment. (e) The suitability of the Property for Buyer’s intended uses. Buyer represents and warrants that its intended use of the Property is a public park. (f) The economics and development potential, if any, of the Property. (g) All other matters of material significance affecting the Property.
4.2 Property Disclosures
California law requires sellers to disclose to buyers the presence or potential presence of certain Hazardous Materials. Accordingly, Buyer is hereby advised that occupation of the Property may lead to exposure to Hazardous Materials such as, but not limited to, gasoline, diesel and other vehicle fluids, vehicle exhaust, tobacco smoke, methane and building materials containing chemicals, such as formaldehyde. By execution of this Agreement, Buyer acknowledges that the notices and warnings set forth above satisfy the requirements of California Health and Safety Code Section 25359.7 and related statutes.
4.3 Entry and Indemnity
In connection with any entry by Buyer or its Agents (defined in Section 10.8 [Parties and Their Agents] below) onto the Property, Buyer shall give City reasonable advance written notice of such entry and shall conduct such entry and any inspections in connection therewith so as to Attachment 1
5 minimize, to the extent possible, interference with uses being made of the Property and otherwise in a manner and on terms and conditions acceptable to City. All entries by Buyer or its Agents onto the Property to perform any testing or other investigations that could affect the physical condition of the Property ( including soil borings) or the uses thereof will be made only pursuant to the terms and conditions of that certain Permit to Enter and Use Property between the P arties dated as of October 20, 2021. Without limiting the foregoing, prior to any entry to perform any on-site testing, Buyer shall give City written notice thereof, including the identity of the company or persons who will perform such testing, the precise time and location of the testing, and the proposed scope of the testing. City shall have the right to approve, disapprove, or condition and limit the proposed testing, in City’s sole discretion, within ten (10) business days after receipt of such notice. If Buyer or its Agents take any sample from the Property in connection with any approved testing, Buyer shall provide to City a portion of such sample being tested to allow City, if it so chooses, to perform its own testing. City or its representative may be present to observe any testing or other inspection performed on the Property. Buyer shall promptly deliver to City copies of any reports relating to any testing or other inspection of the Property performed by Buyer or its Agents, but shall not deliver copies of any such reports to any other person or entity without Buyer’s prior written approval. Buyer shall keep all test results and information strictly confidential, and shall indemnify, reimburse, defend and hold City harmless from and against any loss, cost, expense, or damage resulting from Buyer’s failure to keep any information obtained from an inspection or testing of the Property strictly confidential; provided, however, Buyer shall not be liable if and to the extent Buyer is required to disclose such information pursuant to a court order. Buyer shall comply with all laws, ordinances, rules, regulations, orders and the like issued or promulgated by any local, state, or federal government al agency in connection with any entry onto or testing of the Property.
Buyer shall maintain, and shall require that its Agents maintain, public liability and property damage insurance in amounts and in form and substance adequate to insure against all liability of Buyer and its Agents, arising out of any entry or inspection of the Property in connection with the transaction contemplated by this Agreement, and Buyer shall provide City with evidence of such insurance coverage upon request from City.
To the fullest extent permitted under law, Buyer shall indemnify, defend and hold harmless City, its Agents, and each of them, from and against any liabilities, costs, damages, losses, liens, claims and expenses ( including reasonable fees of attorneys, experts and consultants and related costs) arising out of or relating to any entry on, under or about the Property by Buyer, its Agents, contractors and subcontractors in performing the inspections, testing, or inquiries provided for in this Agreement, whether prior to the date of this Agreement or during the term of this Agreement, including any injuries or deaths to any persons ( including Buyer’s Agents) and damage to any property, from any cause whatsoever. The foregoing indemnity shall survive beyond the Closing, or, if the sale is not consummated, beyond the termination of this Agreement.
4.4 “As-Is With All Faults” Purchase
BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT CITY IS SELLING AND BUYER IS PURCHASING CITY’S INTEREST IN THE PROPERTY ON AN “AS-IS WITH ALL FAULTS ” BASIS. BUYER IS RELYING SOLELY ON ITS
INDEPENDENT INVESTIGATION AND NOT ON ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM CITY OR
ITS AGENTS AS TO ANY MATTERS CONCERNING THE PROPERTY, ITS SUITABILITY FOR BUYER’S INTENDED USES , OR ANY OF THE PROPERTY CONDITIONS. CITY
DOES NOT GUARANTEE THE LEGAL, PHYSICAL, GEOLOGICAL, ENVIRONMENTAL ,
OR OTHER CONDITIONS OF THE PROPERTY, NOR DOES IT ASSUME ANY
RESPONSIBILITY FOR THE COMPLIANCE OF THE PROPERTY OR ITS USE WITH ANY STATUTE, ORDINANCE, OR REGULATION. IT IS BUYER’S SOLE RESPONSIBILITY TO Attachment 1
6 DETERMINE ALL BUILDING, PLANNING, ZONING, AND OTHER REGULATIONS RELATING TO THE PROPERTY AND THE USES TO WHICH IT MAY BE PUT.
4.5 Release of City
As part of its agreement to purchase the Property in its “As-Is With All Faults” condition, Buyer, on behalf of itself and its successors and assigns, waives any right to recover from, and forever releases and discharges, City, its officers, employees, agents, contractors , and representatives, and their respective heirs, successors, legal representatives, and assigns, from any and all demands, claims, legal , or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs , or expenses whatsoever ( including attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (a) Buyer’s and its Agents and customer’s past, present and future use of the Property, (b) the physic al, geological , or environmental condition of the Property, including any Hazardous Material in, on, under, above, or about the Property, and (c) any federal, state, local , or administrative law, rule, regulation, order , or requirement applicable thereto, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”, also commonly known as the “Superfund” law), as amended by Superfund Amendments and Reauthorization Act of 1986 ( “SARA”) (42 U.S.C. Sections 9601-9657), the Resource Conservation and Recovery Act of 1976, as amended by the Solid Waste and Disposal Act of 1984 (collectively, “RCRA”) (42 U.S.C. Sections 6901-6987), the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977 (collectively the “Clean Water Act”) (33 U.S.C. Section 1251 et seq.), the Toxic Substances Control Act ( “TSCA”) (15 U.S.C.
Sections 2601-2629), Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the Carpenter -Presley-Tanner Hazardous Substance Account Law (commonly known as the “California Superfund ” law) (California Health and Safety Code Sections 25300-25395), Hazardous Waste Control Act (California Health and Safety Code Section 25100 et seq.), Hazardous Materials Release Response Plans and Inventory Law (commonly known as the “Business Plan Law”) (California Health and Safety Code Section 25500 et seq.), Porter-Cologne Water Quality Control Act (California Water Code Section 13000 et seq.), and the Safe Drinking Water and Toxic Enforcement Act of 1986 (commonly known as “ Proposition 65”) (California Health and Safety Code Section 25249.5 et seq.).
In connection with t he foregoing release, Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT
THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR
HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
BY PLACING ITS INITIALS BELOW, BUYER SPECIFICALLY ACKNOWLEDGES AND
CONFIRMS THE VALIDITY OF THE RELEASES MADE ABOVE AND THE FACT THAT
BUYER WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THE ABOVE RELEASES.
INITIALS: BUYER:________________
Attachment 1
7 5. CONDITIONS PRECEDENT
5.1 Buyer’s Conditions Precedent
Buyer’s obligation to purchase the Property is conditioned upon the following (“Buyer’s Conditions Precedent”):
(a) Buyer’s review and approval of an updated T itle Report, together with copies of all exceptions.
(b) Buyer’s review and approval of the physical condition of the Property.
5.2 Contingency Period
Buyer will have until 5:00 p.m. San Francisco Time on the date that is ten (10) business days after the Effective Date to review and approve or waive Buyer’s Conditions Precedent (such period being referred to in this Agreement as the “ Contingency Period ”). If Buyer elects to proceed with the purchase of the Property, then Buyer will, before the expiration of the Contingency Period, notify City in writing that Buyer has approved all such matters. If before the end of the Contingency Period, Buyer fails to give City such written notice and fails to object to any of Buyer’s Conditions, then Buyer will be deemed to have waived Buyer’s Conditions Precedent. Notwithstanding the foregoing, if Buyer objects to any of the matters contained within Section 5.1 [Buyer’s Conditions Precedent] above within the Contingency Period, then City may, but will have no obligation to remove or remedy any objectionable matter. If City agrees to remove or remedy the objectionable matter, it will notify Buyer within ten (10) days following Buyer’s notice of objection, and the Closing Date will be delayed for so long as City diligently pursues such removal or remedy. If and when City elects not to remove or remedy the objectionable matter, which City may do at any time including following an initial election to pursue remedial or corrective actions, this Agreement will automatically terminate, the Deposit will be returned to Buyer, and neither Party will have any further rights or obligations under this Agreement except as provided in Section 4.3 [Entry and Indemnity], Section 8.2 [Brokers], or Section 10.4 [Authority of Buyer] or as otherwise expressly provided in this Agreement.
5.3 City’s Conditions Precedent
The following are conditions precedent to City’s obligation to sell the Property to Buyer (“City’s Conditions Precedent”):
(a) Buyer will have performed all of its obligations pursuant to or in connection with this Agreement (including, but not limited to, any and all applicable environmental reviews) and all of Buyer’s representations and warranties will be true and correct. (b) A resolution approving and authorizing the transactions contemplated by this Agreement and finding that the public interest or necessity demands, or will not be inconvenienced by the sale of the Property, will have been adopted by City’s Board of Supervisors and Mayor, in their respective sole and absolute discretion, and duly enacted on or before February 28, 2022.
(c) Title Company will have agreed to be the real estate reporting person for the Closing in compliance with the Reporting Requirements (defined in Section 6.4 [ Title Company as Real Estate Reporting Person] below).
Attachment 1
8 5.4 Failure of Conditions Precedent
(a) Each of City’s Conditions Precedent are intended solely for the benefit of City. If any of City’s Conditions Precedent are not satisfied as provided above, City may, at its option, terminate this Agreement. Upon any such termination, neither Party will have any further rights or obligations under this Agreement except as provided in Section 4.3 [Entry and Indemnity], 8.2 [Brokers], or 10.4 [Authority of Buyer] or as otherwise expressly provided in this Agreement.
(b) Each of Buyer’s Conditions Precedent are intended solely for the benefit of Buyer. If any of Buyer’s Conditions Precedent are not satisfied as provided above, Buyer may, at its option, terminate this Agreement. Upon any such termination, neither P arty will have any further rights or obligations under this Agreement except as provided in Section 4.3 [Entry and Indemnity], Section 8.2 [Brokers], or Section 10.4 [Authority of Buyer] or as otherwise expressly provided in this Agreement.
5.5 Subdivision Map Act
The obligation of each party to close the sale of the Property is conditioned on compliance with the California Subdivision Map Act (California Government Code Section 66410, et seq.) (“Map Act”) or a determination that conveyance of the Property to Buyer as contemplated in this Agreement is exempt from the Map Act. Notwithstanding anything to the contrary contained in this Agreement, this condition may not be waived by either Party. If the Title Company is unwilling to issue to Buyer at Closing a title insurance policy that insures that the Property is comprised of two (2) legal parcels each in compliance with the Map Act, then either Party may terminate this Agreement by written notice to the other, in which case the escrow will terminate as of the date of the notice and the Parties will have no further obligation to each other under this Agreement except those expressly stated to su rvive the termination of this Agreement, and Title Company will return the Deposit to Buyer. For the avoidance of doubt, the issuance of new APNs (defined in Section 6.4 [Prorations] below) by Santa Clara County is expressly not a condition to Closing.
6. ESCROW AND CLOSING
6.1 Escrow
Within five (5) business days after the Parties execute this Agreement, Buyer and City will deposit an executed counterpart of this Agreement with the Title Company, and this instrument will serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated by this Agreement. The Parties a gree to execute such supplementary escrow instructions as may be appropriate to enable the Title Company to comply with the terms of this Agreement; provided, however, in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement will control.
6.2 Closing Date
The Closing will be held, and delivery of all items to be made at the Closing under the terms of this Agreement will be made, at the offices of the Title Company on a date that is not later than [ forty-five (45) ] days after the Effective Date, before 1:00 p.m. San Francisco Time (the “Closing Date”). Such date and time may not be extended without the prior written approval of the Parties.
Attachment 1
9 6.3 Deposit of Documents and Funds
(a) At or before the Closing, City will deposit into escrow the duly executed and acknowledged Deed conveying the Property to Buyer subject to the Conditions of Title. (b) At or before the Closing, Buyer will deposit into escrow the funds necessary to close this transaction.
(c) City and Buyer will each deposit such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the purchase of the Property in accordance with the terms of this Agreement.
6.4 Prorations
Any real property taxes and assessments will be prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of a three hundred sixty- five (365)-day year. City and Buyer by this Agreement agree that if any of the above prorations cannot be calculated accurately on the Closing Date, then the same will be calculated as soon as reasonably practicable after the Closing Date and either Party owing the other Party a sum of money based on such subsequent proration(s) will promptly pay said sum to the other P arty. Regardless of when or whether or not the County of Santa Clara assigns new Assessor Parcel Number(s) (“ APNs”) to the Property, Buyer’s obligation to pay real property taxes and assessments on the Property arises as of 12:01 a.m. on the date the Deed is recorded, and B uyer is obligated to pay all taxes from and after that date.
Buyer will be responsible for obtaining new APNs from the County of Santa Clara and ensuring Buyer receives tax bills. If City receives a real property tax bill for the Property from the County of Santa Clara, City will not be obligated to forward the same to Buyer.
6.5 Title Company as Real Estate Reporting Person
Section 6045(e) of the United States Internal Revenue Code of 1986 and the regulations promulgated thereunder (collectively, the “Reporting Requirements ”) require that certain information be made to the United States Internal Revenue Service, and a statement to be furnished to City, in connection with the Closing. Buyer and City agree that if the Closing occurs, Title Company will be the party responsible for closing the transaction contemplated in this Agreement and is by this Agreement designated as the real estate reporting person (as defined in the Reporting Requirements) for such transaction. Title Company will perform all duties required of the real estate reporting person for the Closing under the Reporting Requirements, and Buyer and City will each timely furnish Title Company with any information reasonably requested by Title Company and necessary for the performance of its duties under the Reporting Requirements with respect to the Closing.
7. RISK OF LOSS
7.1 Loss
As stated above, Buyer is in possession and control of the Property under the Permit. Buyer will give City notice of the occurrence of damage or destruction of any portion of the Property, or the commencement of condemnation proceedings affecting the Property. Buyer acknowledges that the Property is unimproved. Accordingly, if the Property is damaged or destroyed before the Closing, City will have no obligation to repair the Property and Buyer will remain obligated to purchase the Property for the full Purchase Price under the terms of this Agreement, without regard to the occurrence or effect of the damage. If the Property is damaged to an extent that the Property has been rendered undevelopable, then Buyer may, at its option to be exercised within ten (10) days of City’s notice of the occurrence of the damage, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms of this Agreement.
Attachment 1
10 If all or any portion of the Property is condemned before the Closing, then Buyer may, at its option to be exercised within ten (10) days of notice of the occurrence of the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms of this Agreement.
If Buyer e lects to terminate this Agreement under this Section 7.1 or fails to give City notice within such 10-day period that Buyer will proceed with the purchase, then this Agreement will terminate at the end of the 10-day period, the Title Company will return the Deposit to Buyer, and neither P arty will have any further rights or obligations under this Agreement except as provided in Section 4.3 [Entry and Indemnity], Section 8.2 [Brokers], or otherwise expressly provided in this Agreement. If Buyer elects to proceed with the purchase of the Property, then upon the Closing, Buyer will receive a credit against the Purchase Price payable under this Agreement equal to the amount of any condemnation awards actually collected by City as a result of any condemnation. If the awards have not been collected as of the Closing, then City will assign the awards to Buyer, except to the extent needed to reimburse City for sums expended to collect such proceeds or awards, and Buyer shall not receive any credit against the Purcha se Price with respect to such proceeds or awards.
7.2 Self-Insurance
Notwithstanding anything to the contrary above, Buyer acknowledges that City self-insures and will not be obligated to purchase any third-party commercial liability insurance or property insurance.
8. EXPENSES
8.1 Expenses
City will pay for any documentary transfer taxes applicable to the sale and any other costs and charges of the escrow for the sale customarily paid by sellers of real property in Santa Clara County. Buyer shall pay the cost of the premium of any title insurance policy issued to Buyer on the Closing Date, personal property taxes, recording charges, and any other escrow fees , costs and charges of the escrow for the sale customarily paid by buyers of real property in Santa Clara County .
8.2 Brokers
The Parties represent and warrant to each other that no broker or finder was instrumental in arranging or bringing about this transaction and that there are no claims or rights for brokerage commissions or finder’s fees in connection with the transactions contemplated by this Agreement.
If any person brings a claim for a commission or finder ’s fee based on any contact, dealings, or communication with Buyer or City, then the party through whom such person makes a claim will defend the other party from such claim, and will indemnify the indemnified party from, and hold the indemnified party against, any and all costs, damages, claims, liabilities, or expenses (including reasonable attorneys ’ fees and disbursements) that the indemnified party incurs in defending against the claim. The provisions of this Section will survive the Closing, or, if the purchase and sale is not consummated for any reason, any termination of this Agreement.
9. INTENTIONALLY OMITTED.
Attachment 1
11 10. GENERAL PROVISIONS
10.1 Notices
Any notice, consent, or approval required or permitted to be given under this Agreement will be in writing and will be given by (a) hand delivery, against receipt, (b) reliable next-business- day courier service that provides confirmation of delivery, or (c) Un ited States registered or certified mail, postage prepaid, return receipt required, and addressed as follows (or to such other address as either party may from time to time specify in writing to the other upon five (5) days’ prior, written notice in the manner provider above):
CITY:
San Francisco Public Utilities Commission
525 Golden Gate Avenue, 10th Floor
San Francisco, California 94102
Attn: Real Estate Director
Re: Sale of Manzano Way Property
(Parcels 1 and 2)
with a copy to:
Office of the City Attorney
City Hall, Room 234
1 Dr. Carlton B. Goodlett Place
San Francisco, California 94102
Attn: Real Estate Transactions Team
Re: SFPUC Manzano Way Property
(Parcels 1 and 2)
BUYER:
City of Sunnyvale
456 W. Olive Avenue
Sunnyvale, California 94086
Attn: City Property Administrator
Re: Sale of Manzano Way Property
(Parcels 1 and 2)
with a copy to:
___________________________________
___________________________________
___________________________________
___________________________________
Attn:
R e: SFPUC Manzano Way Property
(Parcels 1 and 2)
A properly addressed notice transmitted by one of the foregoing methods will be deemed received upon the confirmed date of delivery, attempted delivery, or rejected delivery, whichever occurs first. Any e -mail addresses, telephone numbers, or facsimile numbers provided by one party to the other will be for convenience of communication only; neither party may give official or binding notice orally or by e-mail or facsimile. The effective time of a notice will not be affected by the receipt, prior to receipt of the original, of an oral notice or an e-mail or facsimile copy of the notice.
10.2 Successors and Assigns
This Agreement will be binding upon, and inure to the benefit of, the Parties to this Agreement and their respective successors, heirs, legal representatives, administrators and assigns.
Buyer’s rights and obligations under this Agreement will not be assignable without the prior written consent of City; provided, however, even if City approves any such proposed assignment, in no event will Buyer be released of any of its obligations under this Agreement.
10.3 Amendments
This Agreement may be amended or modified only by a written instrument signed by the Buyer and City.
10.4 Authority of Buyer
Buyer represents and warrants to City that Buyer is a municipal corporation duly organized, validly existing, and in good standing under the laws of the State of California . Buyer further represents and warrants to City that this Agreement and all documents executed by Buyer , which Attachment 1
12 are to be delivered to City at Closing: (a) are or at the time of Closing will be duly authorized, executed and delivered by Buyer; (b) are or at the time of Closing will be legal, valid, and binding obligations of Buyer; and (c) do not and at the time of Closing will not violate any provision of any agreement or judicial order to which Buyer is a party or to which Buyer is subject.
Notwithstanding anything to the contrary in this Agreement, the foregoing representations and warranties and any and all other representations and warranties of Buyer contained in this Agreement or in other agreements or documents executed by Buyer in connection herewith, shall survive the Closing Date.
10.5 Buyer’s Representations and Warranties
Buyer makes the following representations as of the date of this Agreement and at all times throughout this Agreement:
(a) Buyer is a municipal corporation duly organized and validly existing and in good standing under the laws of the jurisdiction in which it was formed. Buyer has duly authorized by all necessary action the execution, delivery, and performance of this Agreement. Buyer has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with the terms of this Agreement.
(b) Buyer represents and warrants to City that it has not been suspended, disciplined, or disbarred by, or prohibited from contracting with, any federal, state , or local governmental agency. In the event Buyer has been so suspended, disbarred, disciplined, or prohibited from contracting with any governmental agency, it will immediately notify City of same and the reasons therefore together with any relevant facts or information requested by City. Any such suspension, debarment, discipline, or prohibition may result in the termination or suspension of this Agreement.
(c) No document or instrument furnished or to be furnished by the Buyer to City in connection with this Agreement contains or will contain any untrue statement of material fact or omits or will omit a material fact necessary to make the statements contained therein not misleading, under the circumstances under which any such statement will have been made.
10.6 Governing Law
This Agreement will be governed by, subject to, and construed in accordance with the laws of the State of California and City’s Charter and Administrative Code. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the Superior Court for the City and County of San Francisco, and each party agrees to the exclusive jurisdiction of such court in any such suit, action, or proceeding (excluding bankruptcy matters). The P arties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or proceeding in such court and irrevocably waive and agree not to plead or claim that any suit, action, or proceeding brought in San Francisco Superior Court relating to this Agreement has been brought in an inconvenient forum. The Parties also unconditionally and irrevocably waive any right to remove any such suit, action, or proceeding to Federal Court.
10.7 Merger of Prior Agreements
This Agreement, together with the exhibits attached to this Agreement, contain any and all representations, warranties, and covenants made by Buyer and City and constitutes the entire understanding between the Parties with respect to the subject matter of this Agreement. Any prior correspondence, memoranda, or agreements are replaced in total by this Agreement together with the exhibits attached to this Agreement.
Attachment 1
13 10.8 Parties and Their Agents
The term “Buyer” as used in this Agreement will include the plural as well as the singular.
If Buyer consists of more than one (1) individual or entity, then the obligations under this Agreement imposed on Buyer will be joint and several. As used in this Agreement , the term “Agents” when used with respect to either P arty will include the agents, employees, officers, contractors, and representatives of such Party.
10.9 Interpretation of Agreement
The article, section, and other headings of this Agreement and the table of contents are for convenience of reference only and will not affect the meaning or interpretation of any provision contained in this Agreement. Whenever the context so requires, the use of the singular will be deemed to include the plural and vice versa, and each gender reference will be deemed to include the other and the neuter. This Agreement has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Agreement. In addition, each Party has been represented by experienced and knowledgeable legal counsel. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. The provisions of this Agreement will be interpreted in a reasonable manner to effect the purposes of the P arties and this Agreement. Use of the word “including” or similar words will not be construed to limit any general term, statement, or other matter in this Agreement, whether or not language of non -limitation, such as “without limitation” or s imilar words, are used.
10.10 Attorneys’ Fees
If either P arty to this Agreement fails to perform any of its respective obligations under this Agreement or if any dispute arises between the P arties concerning the meaning or interpretation of any provision of this Agreement, then the defaulting party or the party not prevailing in such dispute, as the case may be, will pay any and all costs and expenses incurred by the other party on account of such default or in enforcing or establishing its rights under this Agreement, including court costs and reasonable attorneys’ fees and disbursements. For purposes of this Agreement, the reasonable fees of attorneys of the Office of the City Attorney of the City and County of San Francisco will be based on the fees regularly charged by private attorneys with the equivalent number of years of experience in the subject matter area of the law for which the City Attorney’s services were rendered who practice in the City of San Francisco in law firms with approximately the same number of attorneys as employed by the City Attorney’s Office.
10.11 Time of Essence
Time is of the essence with respect to the performance of the Parties’ respective obligations contained in this Agreement.
10.12 No Merger
The obligations contained in this Agreement will not merge with the transfer of title to the Property but will remain in effect until fulfilled.
10.13 Non-Liability of City Officials, Employees and Agents Notwithstanding anything to the contrary in this Agreement, no elective or appointive board, commission, member, officer, employee, or agent of City will be personally liable to Buyer, its successors and assigns, in the event of any default or breach by City or for any amount that may Attachment 1
14 become due to Buyer, its successors and assigns, or for any obligation of City under this Agreement.
10.14 Conflicts of Interest
Through its execution of this Agreement, Buyer acknowledges that it is familiar with the provisions of Article III, Chapter 2 of City’s Campaign and Governmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California, and certifies that it does not know of any facts which constitute a violation of said provisions and agrees that if it becomes aware of any such fact during the term of this Agreement, Buyer will immediately notify City.
10.15 Notification of Limitations on Contributions
For the purposes of this Section, a “ City Contractor” is a party that contracts with, or seeks to contract with, the City for the sale or leasing of any land or building to or from the City whenever such transaction would require the approval by a City elective officer, the board on which that City elective officer serves, or a board on which an appointee of that individual serves.
Through its execution of this Agreement, Buyer acknowledges that it is familiar with Section 1.126 of the San Francisco Campaign and Governmental Conduct Code, which prohibits a City Contractor from making any campaign contribution to (1) the City elective officer, (2) a candidate for the office held by such individual, or (3) a committee controlled by such individual or candidate, at any time from the commencement of negotiations for the contract until the later of either the termination of negotiations for that contract or twelve (12) months after th e date that contract is approved. Buyer acknowledges that the foregoing restriction applies only if the contract or a combination or series of contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of $100,000 or more. Buyer further acknowledges that (i) the prohibition on contributions applies to Buyer , each member of Buyer ’s board of directors, Buyer’s chief executive officer, chief financial officer and chief operating officer, any person with an ownership interest of more than ten percent (10%) in Buyer , any subcontractor listed in the contract, and any committee that is sponsored or controlled by Buyer , and (ii) within thirty (30) days of the submission of a proposal for the contract, the City department seeking to enter into the contract must notify the Ethics Commission of the parties and any subcontractor to the contract.
10.16 Sunshine Ordinance
Buyer understands and agrees that under City’s Sunshine Ordinance (San Francisco Administrative Code, Chapter 67) and the State Public Records Law (Gov. Code Section 6250 et seq.), this Agreement and any and all records, information, and materials submitted to City under this Agreement are public reco rds subject to public disclosure. Buyer by this Agreement acknowledges that City may disclose any records, information, and materials submitted to City in connection with this Agreement.
10.17 Intentionally Omitted.
10.18 No Recording
Neither this Agreement nor any memorandum or short form thereof may be recorded by Buyer.
10.19 Effective Date
As used in this Agreement, the term “Effective Date” will mean the date on which both Parties will have executed this Agreement provided the Agreement and the transactions contemplated by the Agreement will have been authorized (a) in a manner required by law Attachment 1
15 governing Buyer, (b) by a duly adopted resolution of the SFPUC , and (c) if required by City’s Charter, a duly adopted resolution of City’s Board of Supervisors and Mayor.
10.20 Severability
If any provision of this Agreement or the application thereof to any person, entity or circumstance will be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons, entities or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this Agreement will be valid and be enforceable to the fullest extent permitted by law, except to the extent that enforcement of this Agreement without the invalidated provision would be unreasonable or inequitable under all the circumstances or would frustrate a fundamental purpose of this Agreement.
10.21 Acceptance by Buyer
This Agreement shall be null and void unless it is accepted by Buyer and two (2) fully executed copies of this Agreement are returned to City on or before 5:00 p.m. San Francisco time on ________________, 2022.
10.22 Counterparts
This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.
10.23 Cooperative Drafting.
This Agreement has been drafted through a cooperative effort of both P arties, and both Parties have had an opportunity to have the Agreement reviewed and revised by legal counsel. No Party will be considered the drafter of this Agreement, and no presumption or rule that an ambiguity will be construed against the Party drafting the clause will apply to the interpretation or enforcement of this Agreement.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT NO OFFICER OR
EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY TO THIS AGREEMENT UNLESS AND UNTIL A RESOLUTION OF CITY’S BOARD OF SUPERVISORS WILL
HAVE BEEN DULY ENACTED APPROVING THIS AGREEMENT AND AUTHORIZING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THEREFORE, A NY
OBLIGATIONS OR LIABILITIES OF CITY UNDER THIS AGREEMENT ARE
CONTINGENT UPON THE DUE ENACTMENT OF SUCH A RESOLUTION, AND THIS AGREEMENT WILL BE NULL AND VOID IF CITY’S BOARD OF SUPERVISORS AND
MAYOR DO NOT APPROVE THIS AGREEMENT IN THEIR RESPECTIVE SOLE DISCRETION. APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT BY ANY DEPARTMENT, COMMISSION, OR AGENCY OF CITY WILL NOT
BE DEEMED TO IMPLY THAT SUCH ORDINANCE WILL BE ENACTED NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON CITY.
[SIGNATURES ON FOLLOWING PAGE]
Attachment 1
16 The Parties have duly executed this Agreement as of the respective dates written below.
CITY:
CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation
By: _______________________________
Dennis J. Herrera
General Manager
San Francisco Public Utilities Commission
APPROVED AS TO FORM:
DAVID CHIU, City Attorney
By: _______________________________
Jessica Alfaro-Cassella
Deputy City Attorney
BUYER:
CITY OF SUNNYVALE
a municipal corporation
By: _______________________________
KENT STEFFENS
Its: City Manager
By: _______________________________
_______________________
Its: ________________________________
Attachment 1
A-1
EXHIBIT A
PROPERTY DESCRIPTION
All that certain real property located in the City of Sunnyvale, County of Santa Clara, State of California, described as follows:
Parcel 1:
BEING A PORTION OF THE LANDS DESCRIBED IN THE DEED IN FAVOR OF THE CITY AND COUNTY OF SAN FRANCISCO, RECORDED JUNE 15, 1950, IN BOOK 1998 AT PAGE 64 (DOCUMENT NUMBER 644174), OFFICIAL RECORDS OF SANTA CLARA COUNTY, BEING A PORTION OF THE NE ¼ OF SECTION 20, TOWNSHIP 6 SOUTH, RANGE 1 WEST, MT. DIABLO BASE & MERIDIAN (HEREINAFTER REFERRED TO AS "SEC. 20, T. 6S., R. 1W, MDB & M"), SAID REAL PROPERTY ALSO BEING A PORTION OF PARCEL 2 OF THE CERTIFICATE OF COMPLIANCE RECORDED FEBRUARY 1, 2019, (DOC. NO. 24108184), OFFICIAL RECORDS OF SANTA CLARA COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE MOST NORTHWESTERLY CORNER OF LOT 1429 AS DEPICTED ON THE MAP ENTITLED "TRACT NO. 2010, LAKEWOOD VILLAGE NO. 5", RECORDED DECEMBER 18, 1957, IN BOOK 89 OF MAPS AT PAGES 16, 17 & 18, SANTA CLARA COUNTY RECORDS, SAID POINT ALSO BEING ON THE SOUTHERLY LINE OF SAID PARCEL 2 (DOC. NO. 24108184), THENCE LEAVING SAID SOUTHERLY LINE, ENTERING INTO SAID PARCEL 2, NORTH 00° 02' 40" WEST, A DISTANCE OF 70.79 FEET TO THE PO INT OF A CURVE TO THE LEFT, THENCE ALONG SAID CURVE, HAVING A RADIUS OF 659.00 FEET, THROUGH A CENTRAL ANGLE OF 01° 54' 01", AND AN ARC LENGTH OF 21.86 FEET TO THE TRUE POINT OF BEGINNING.
THENCE CONTINUING ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 05° 04' 16", AND AN ARC DISTANCE OF 58.33 FEET, TO THE POINT OF A REVERSE CURVE; THENCE ALONG SAID CURVE, HAVING A RADIUS OF 601.00 FEET, THROUGH A CENTRAL ANGLE OF 00° 18' 14", AND AN ARC LENGTH OF 3.19 FEET, TO WHICH POINT A RADIAL LINE BEARS SOUTH 83° 17' 17" WEST;
THENCE SOUTH 89° 59' 25" EAST, A DISTANCE OF 100.87 FEET; THENCE SOUTH 00° 00' 35" WEST, A DISTANCE OF 61.29 FEET; THENCE NORTH 89° 59' 25" WEST, A DISTANCE OF 95.92 FEET TO THE TRUE POINT OF BEGINNING;
SAID LAND ALSO BEING KNOWN AS PARCEL 1, PURSUANT TO THAT CERTAIN CERTIFICATE OF COMPLIANCE ON FILED WITH THE CITY OF SUNNYVALE, AND RECORDED MAY 28, 2019 AS DOCUMENT NO. 24190418, OFFICIAL RECORDS OF SAID COUNTY.
APN: 104-28-066 (PORTION) and APN: 104-28-071 (PORTION)
Parcel 2:
BEING A PORTION OF THE LANDS DESCRIBED IN THE DEED IN FAVOR OF THE CITY AND COUNTY OF SAN FRANCISCO, RECORDED JUNE 15, 1950, IN BOOK 1998 AT PAGE 64 (DOCUMENT NUMBER 644174), OFFICIAL RECORDS OF SANTA CLARA COUNTY, BEING A PORTION OF THE NE ¼ OF SECTION 20, TOWNSHIP 6 SOUTH, RANGE 1 WEST, MT. DIABLO BASE & MERIDIAN (HEREINAFTER REFERRED TO AS
"SEC. 20, T. 6S., R. 1W, MOB & M"), SAID REAL PROPERTY ALSO BEING A PORTION OF PARCEL 2 OF THE CERTIFICATE OF COMPLIANCE RECORDED FEBRUARY 1, 2019 (DOC. NO. 24108184), OFFICIA L RECORDS OF SANTA CLARA COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST NORTHWESTERLY CORNER OF LOT 1429 AS DEPICTED ON THE MAP ENTITLED "TRACT NO. 2010, LAKEWOOD VILLAGE NO. 5", RECORDED DECEMBER 18, 1957 IN BOOK 89 OF MAPS AT PAGES 16, 17 & 18, SANTA CLARA COUNTY RECORDS, SAID POINT ALSO BEING ON THE SOUTHERLY LINE OF SAID PARCEL 2 (DOC. NO. 24108184).
Attachment 1
A-2
THENCE LEAVING SAID SOUTHERLY LINE, ENTERING INTO SAID PARCEL 2 (DOC. NO. 24108184), NORTH 00° 02' 40" WEST, A DISTANCE OF 70.79 FEET TO THE POINT OF A CURVE TO THE LEFT; THENCE ALONG SAID CURVE, HAVING A RADIUS OF 659.00 FEET, THROUGH A CENTRAL ANGLE OF 01° 54' 01", AND AN ARC LENGTH OF 21.86 FEET, TO WHICH POINT A RADIAL LINE BEARS NORTH 88° 03' 19" EAST;
THENCE SOUTH 89° 59' 25" EAST, A DISTANCE OF 95.92 FEET; THENCE SOUTH 00° 00' 35" WEST, A DISTANCE OF 91.91 FEET TO A POINT ON THE SAID SOUTHERLY LINE OF PARCEL 2 (DOC. NO. 24108184), SAID POINT ALSO BEING THE MOST NORTHEASTERLY CORNER OF LOT 1429 FROM THE ABOVEMENTIONED TRACT MAP;
THENCE ALONG SAID SOUTHERLY LINE, SOUTH 89° 34' 00" WEST, A DISTANCE OF 95.48 FEET TO THE POINT OF BEGINNING.
SAID LAND ALSO BEING KNOWN AS PARCEL 2, PURSUANT TO THAT CERTAIN CERTIFICATE OF COMPLIANCE ON FILED WITH THE CITY OF SUNNYVALE, AND RECORDED MAY 28, 2019 AS DOCUMENT NO. 24190420, OFFICIAL RECORDS OF SAID COUNTY.
APN: 104-28-066 (PORTION) and APN: 104-28-071 (PORTION)
Attachment 1
B-1
EXHIBIT B
PROPERTY DEPICTION
[attached]
Attachment 1
C-1
EXHIBIT C
FORM OF QUITCLAIM DEED
RECORDING REQUESTED BY,
AND WHEN RECORDED RETURN TO:
Real Estate Division
City and County of San Francisco
25 Van Ness Avenue, Suite 400
San Francisco, California 94102
Attn: Director of Property
and
San Francisco Public Utilities Commission
Real Estate Services
525 Golden Gate Avenue, 10
th Floor
San Francisco, California 94102
Attn: Real Estate Director
MAIL TAX STATEMENTS TO:
___________________________
___________________________
___________________________
Attn: _____________________
The undersigned hereby declares this instrument to be
exempt from Recording Fees (CA Govt. Code § 27383)
and Documentary Transfer Tax (CA Rev. & Tax Code
§ 11922 and S.F. Bus. & Tax Reg. Code § 1105).
Portions of APNs: 104-28-066 and 104-28-071 (Space above this line reserved for Recorder’s use only)
QUITCLAIM DEED
(Portions of Assessor’s Parcel Nos. 104-28-066 and 104-28-071) FOR VALUABLE CONSIDERATION, receipt and adequacy of which are hereby acknowledged, the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation (“City”) acting by and through its Public Utilities Commission , pursuant to Resolution No. ______________, adopted by the Board of Supervisors on ______________, 20___ and approved by the Mayor on ____________, 20___, hereby RELEASES, REMISES AND QUITCLAIMS to the CITY OF SUNNYVALE, a municipal corporation, any and all right, title and interest City may have in and to the real property located in the County of Santa Clara, State of California, described on Exhibit A attached to and made a part of this Quitclaim Deed.
Attachment 1
C-2
Executed as of this _____ day of ______________, 20___.
CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation
By: ________________________________
ANDRICO PENICK
Director of Property
APPROVED AS TO FORM:
DAVID CHIU
City Attorney
By: ________________________________
Jessica Alfaro-Cassella
Deputy City Attorney
DESCRIPTION CHECKED/APPROVED:
By: ________________________________
Ed Peterson
City Surveyor
Attachment 1
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 ________________, before me, ____________________________, a notary public in and for said State, 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 P
ENALTY 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)
Attachment 1