Ordinance 3134CITY OF ALAMEDA ORDINANCE No. 3134
New Series
APPROVING AND AUTHORIZING AN OPTION AND PURCHASE
AGREEMENT BETWEEN THE CITY OF ALAMEDA AND ALAMEDA
HOUSING AUTHORITY AND AUTHORIZING THE INTERIM CITY
MANAGER TO EXECUTE ALL NECESSARY DOCUMENTS
(REQUIRES FOUR AFFIRMATIVE VOTES)
WHEREAS, The City of Alameda ("City") is the legal and beneficial owner of
approximately 0.4 acres of real- property identified as assessor's parcel numbers 072-
0383-001 and -002 ("Property") located at the northeast corner of the intersection of
Buena Vista Avenue and Sherman Street in the City of Alameda, Alameda County,
California; and
WHEREAS, City and the Housing Authority acknowledge and agree that this
Option and Purchase Agreement is entered into pursuant to the terms of that certain
Development Agreement (Del Monte Warehouse Project) dated January 15, 2015 (the
"DA"), entered into between City and TL Partners I, LP, a California limited partnership
("Developer") with respect to the development of the Del Monte property located at 1501
Buena Vista Avenue in Alameda, directly adjacent to the Property. More specifically,
this Option and Purchase Agreement is entered into pursuant to a written request from
Developer to City to have the Property transferred directly to the Housing Authority in
accordance with Section 7.c. of the DA; and
WHEREAS, Housing Authority desires to obtain from City, and City desires to
grant an exclusive option to purchase the Property to Housing Authority, and each has
entered into the Option and Purchase Agreement for this purpose; and
WHEREAS, In negotiating the terms of the DA, City provided notice to Housing
Authority (a "local public entity" within the meaning of Section 50079 of the Health &
Safety Code) and to Developer of the availability of the Property for development as
affordable housing.
BE IT ORDAINED by the Council of the City of Alameda that:
Section 1. The Council of the City of Alameda hereby approves and
authorizes the Interim City Manager to execute an Option and Purchase Agreement
(attached as Exhibit A) between the Housing Authority as Optionee and the City of
Alameda as Optionor.
Section 2. An Environmental Impact Report (EIR) was adopted for the
Northern Waterfront General Plan Amendment (GPA) in 2008. A Subsequent Mitigated
Negative Declaration (SMND) and Mitigation Monitoring Program for the Del Monte
Master Plan and DA were adopted by the City Council in December of 2014 pursuant to
the California Environmental Quality Act (CEQA). The Purchase and Option Agreement
implements the Del Monte Master Plan and the DA and no further environmental review
is required.
Section 3. The Interim City Manager is authorized to execute such documents
as shall be required to carry out the intent of this ordinance.
Section 4. This ordinance shall be in full force and effect from and after the
expiration of thirty (30) days from the date of its final passage.
Attest:
Lara Weisiger, City
Presiding Officer'of the City Council
REAL PROPERTY
PURCHASE OPTION AGREEMENT
THIS REAL PROPERTY PURCHASE OPTION AGREEMENT (this
"Agreement") iaenteredb� ("Effective ,�0l5�^eotve��ate`\hynod
between CITY OF ALAMEDA, a municipal corporation ("Optionor"), and HOUSING
AUTHORITY OF THE CITY OF ALAMEDA, a public body, corporate and politic
("Optionee"), in the following factual context:
RECITALS
A. Optionor is the lega and beneficial owner of approximately .45 acres of
real property identified as assessor's parcel numbers 072-0303-001 and -002 located at the
northeast corner of the intersection of Buena Vista Avenue and Sherman Street in the City of
Alameda, Alameda County, California, as more particularly described in Exhibit A. This real
property, together with all improvements and all right, title and interest of Optionor in and to all
privileges, rights, easements and appurtenances attaching to or associated with the real property,
all minerals, water, and oil, gas and other hydrocarbon substances, and all air and water rights
relating to the real property, is referred to as the "Land".
B. Without making any representations as to the extent of such property,
Optionor may also own certain tangible and intangible personal property the Land (the
"Intangible "). The Land and the Intan ible Property and such other tangible and
intangible property acquired by Optionor in connection with the Land are referred to collectively
ao the ^^9rnperty"^.
C. Optionor has previously entered into a Development Agreement
(Del Monte Warehouse P 'ecUda1edJaounzyl5"20l5(tbe°DDA^`) vvitbTI.PnrtuemI,LP,a
California limited partnership ("Developer") with respect to the development of the Del Monte
property located at 1501 Buena Vista Avenue in Alameda, directly adjacent to the Property.
Nothing in this Agreement modifies the obligations in the DA.
D. In negotiating the terms of the DA, Optionor provided notice to Optionee
(a "local public entity" within the meaning of Section 50079 of the Health & Safety Code) and to
Developer of the availability of the Property for development as affordable housing.
E. In furtherance ofDeveloper's obligation to provide low and moderate
income housing under the terms of the DA, Developer and Optionee have entered into that
certain Agreement for Development of Affordable Housing (Del Monte) (the "Agreement for
Development of Affordable Housing") of even date herewith pursuant to which Developer will
convey to Optionee approximately 0.4 acres of real property owned by Developer (the
"Developer Parcel") and will, in accordance with Section 7.c. of the DA, request that the City
convey the Property to Optionee, to be assembled with the Developer Parcel for development of
a senior affordable housing building consisting of not less than fourteen (14) housing units
affordable to low-income households and not less than seventeen (17) housing units affordable to
very-low-income households, one (1) of which may be a manager's unit, all as defined in the
City ofA/acuedu^o Inclusionary Housing Ordinance (Alameda Municipal Code § 30-16) as the
same may be amended or any successor laws or ordinances (the "Affordable Housing
Project"). Said written request to convey the Property to Optionee has been delivered by
Developer to Optionor.
F. Pursuant to the Developer's written requests under the terms of the DA,
and Optionee's obligations under the Agreement for Development of Affordable Housing,
Optionee desires to obtain from Optionor, and Optionor desires to grant an exclusive option to
purchase the Property to Optionee, and each has entered into this Agreement for this purpose.
G. This Agreement was approved by the City Council of the City of Alame u
on July , 2015.
Now, therefore, in consideration of the mutual covenants contained herein, the
parties agree as follows:
AGREEMENT
1. Grant of Purchase Option. Subject to the terms and conditions of this
Agreement including the Recitals set forth in paragraphs A through F above , by this
reference, are incorporated into this Agreement), Optionor grants to Optionee an exclusive and
irrevocable option during the Purchase Option Period ("Purchase Option") to purchase all of
the Property for the Purchase Price.
2. Purchase Price. The purchase price for the Property shall be One Dollar
3. Purchase Option Consideration. The consideration for the grant of the
Purchase Option is comprised of: (a) the steps that Optionee is currently taking to design the
Affordable Housing Project; (b) Optionee's obligation to pursue funding sources it deems
necessary (including low-income housing tax credits and/or tax-exempt bond financing) and
construct the Affordable Housing Project pursuant to the Agreement for Development of
Affordable Housing; and (c) Developer's obligation to complete the construction of the
extension of Clement Avenue in accordance with the DA.
4. Duration and Exercise of Option.
4.1 Purchase Option Period. The period of time for any exercise of the
Purchase Option by Optionee shall commence on the Effective Date and shall expire at
11:59 p.m., June 30, 20I7 (the "Purchase Option Period"). The foregoing notwithstanding,
Optionee shall have the right to extend the Purchase Option Period to June 30, 2018, provided
that: (a) a written notice to Optionor has been provided not less than ten (10) days prior to
expiration of the Purchase Option Period; (b) Optionee has provided documentation to the
reasonable satisfaction of Optionor of on-going efforts to apply for and obtain tax credit
financing for the Affordable Housing Project; and (c) a request for an adjustment to the
Affordable Housing requirements and schedule has not been denied by the City of Alameda
pursuant to the Del Monte Warehouse Master Plan.
4.2 Exercise of Option. Optionee shall have the right to exercise the
Purchase Option at any time during the Purchase Option Period by giving (lndonorvvrttuu
notice stating that Optionee exercises the Purchase Option (the "Purchase Option Exercise
Notice-). If Optionor has not received a Purchase Option Exercise Notice prior to the expiration
of the Purchase Option Period, it shall give written notice to Optionee of the expiration of the
Purchase Option Period, as the same may be extended, and Optionee shall have a grace period of
five (5) Business Days from receipt of the notice to exercise the Purchase Option by delivering
the Purchase Option Exercise Notice to Opbonoc If the grace period expires without receipt by
Optionor of the Purchase Option Exercise Notice, then this Purchase Option shall terminate and
shall thereafter be of no force or effect.
4.3 Purchase and Sale ucmu Exercise. In the event of exerc sn of the
Purchase Option by Optionee, Optionee shall be obligated to purchase and Optionor shall be
obligated to sell the Property on the terms and conditions set forth in this Agreement.
5. Due Diligence.
5.1 Right of Entry and Inspectkn.F��cn�n (the
Pmriod`1c000zucucingnodbnEffncbvoI}ate,aodcoobuu' until 5:00 p.m. and continui until
5:00 p.m. on the ninetieth (90th) day thereafter (the "Feasibility Date"), Optionee at its sole cost
and expense, and its de i ocsohuDhavcdhoriubitoentcrupnunUpncd000nfdbc Property at all
reasonable times upon not less than twenty-four (24) hours prior oodce to Optionor, for the
purpose of conducting soils tests, tests for the presence of Hazardous Substances and wastes,
engineering, seismic and geologic studies, inspection of structures, investigation of the
availability of governmental entitlements and utilities and any other purposes reasonably related
to Optionee's acquisition of the Property and Optionee's planning, development and construction
of the Affordable Housing P 'eot. In the event of a Optionee Termination, Optionee shall repair
any material damage to the Land resulting directly from Optionee's testing or sampling, and
immediately provide Optionor, at no additional cost to Optionor, with copies of any reports,
maps, analyses, studies and other nonproprietary and non-privileged documents developed, or
produced during the Feasibility Period, together with Optionee's written consent (to the extent it
can be provided) to Optionor's future use of the materials. Optionee shall keep the Property free
of liens arising from the conduct of Optionee and its designees and their employees, agents or
contractors. Optionee shall defend (with counsel reasonably acceptable to Optionor) and
indemnify Optionor against any claims, damages, liabilities or costs (including reasonable
attorneys' fees) directly caused by Optionee's or Optionee's designees' entry and activities upon
the Property; provided, however, that this indemnity shall not apply to impacts on the value of
the Property arising from conditions discovered by Optionee's testing, inspection or
investigation. This indemnity shall survive the termination of this Agreement.
5.2 Property Information. Within thirty (30) days of the Effective
Date, Optionor shall deliver to Optioonc the following documents which are in Optionor's
possession, custody or control and which Optionor can locate with reasonable efforts:
(a) copies ofony,cpnrtsincbudbngbutuotlboitejtn,xny
environmental, soil, drainage reports or surveys related to the Property; and
(b) copies of any agreements, covenants or contracts which
restrict the use of the Property.
5.3 Termination. Optionee shall have the right, in its sole discretion,
to terminate this Agreement for any or no reason during the Feasibility Period by written notice
to Optionor, whereupon all rights and obligations of the parties to each other shall cease without
further liability. In the event of termination, Optionor and Optionee shall instruct the Title
Company (as defined at Section 8.1 below) to cancel the Escrow.
5.4 Title Review.
(a) Title Report. Within thirty (30) days after the Effective
Date, Optionee shall request a current preliminary title report for the Property prepared by the
Title Company, together with legible copies of all documents referred to in the title report
(collectively, the "Title Report"), a copy ofwhich shall also be de!ivered to Optionor.
(b) Arova1/DisaoprovaI of Title. Optionee shall have thirty
(30) days after receipt to review the Title Report and to give Optionor written notice of any
objections to title ("Optionee's Notice"). If Optionee fails to give Optionor written notice of
any objections to title, the exceptions to title listed on Schedule B of the Title Report shall be
deemed approved. Within thirty (30) days following its receipt of Optionee's notice, Optionor
shall advise Optionee in writing whether it will remove the exceptions not approved by
Optionee. If Optionor fails to so notify Optionee, Optionor shall be deemed to have refused to
remove the exceptions other than Monetary Liens. If Optionor refuses to remove any exception,
Optionee, at its election, by written notice to Optionor within thirty (30) days following the
Optionor's notice or ifno notice upon the expiration of the thirty (30) days fhllovviug(]pdonnr`o
receipt of Optionee's Notice, may terminate this Agreement. In the event oftermination,
Optionor and Optionee shall instruct the Title Company to cancel the Escrow. If Optionee elects
to proceed with the purchase, Optionee shall be deemed to have accepted title in the condition
described in the Title Report.
(c) New Title Matters. If either party discovers a new title
matter that affects the Property and is not reflected in the Title Report, Optionee may object to
the new title matter by delivering written notice to Optionor (^Optioaee,eSupplemental
Notice") within thirty (30) days after Optionee receives written notice of or otherwise discovers
the exception. If Optionee fails to so notify Optionor, or if the new title matter was caused by
Optionee, then the new title matter shall be deemed approved. Optionor shall have thirty (30)
days after receipt of Optionee's Supplemental Notice to notify Optionee whether Optionor will
cause the new title matter to be removed at or before Closing. If Optionor fails to so notify
Optionee, Optionor will be deemed to have elected not to remove the new title matter. If
Optionor refuses to remove the new title matter, Optionee may terminate this Agreement upon
written notice to Optionor within thirty (30) days after receipt ofOptionor's notice or if no notice
upon the expiration of the thirty (3O) days fbi\ovving(}pdnunc`m receipt of[)ptioocc`x
Supplemental Notice. In the event of termination, Optionor and Optionee shall instruct the Title
Company to cancel the Escrow and the Purchase Option Fees shall be returned to Optionee. If
Optionee does not terminate this Agreement, the new title matter shall be deemed approved.
During the pendency of this Agreement, Optionee shall not create any title matter with respect to
the Property without Optionor's prior written eonsent. In any event, this Section 5.4(c) shall not
apply to any title matter created by Optionee.
(d) Otionor's Refusal to Deliver Title. If, on the Closing
Date, title remains subject to any exceptions Optionor has agreed to remove pursuant to Section
5.4(b) or (c), or if title is subject to an exception that Optionor caused to occur after the Effective
Date without first obtaining Optionee's written consent, then Optionee, as its sole remedy, may
elect to terminate this Agreement by giving vvrdtuo notice thereof to Optionor and the Title
Company.
5.5 Development ofdhe Land. Optionee and Optionor acknowledge
and agree that Optionee intends to develop the Affordable Housing Project on the Land, in
accordance with the Development Plan and Design Review approved by the City of Alameda
Planning Board on May 26, 2015 and the Del Monte Warehouse Master Plan (adopted December
2, 2014, City of Alameda Ordinance No. 3115\. From and after the Effective Date, Optionee
shall have the right to seek all further discretionary governmental or quasi-governmental
approvals necessary or desirable to develop the Land as intended, consistent with the DA
(collectively, the "Entitlements"). Nothing in this Agreement shall be deemed a waiver by
Optionor of the discretionary rights of the City of Alameda to grant, deny or condition its
approval of such Entitlements. All out-of-pocket costs for any Entitlements necessary or
desirable to develop the Land shall be borne by Optionee.
6. Covenants.
6.1 Pre-C1osin Mutual Cooperation. Optionor and Optionee shall
each cooperate with the other (a) to obtain all third party consents required for Optionor's
assignment to Optionee of Intan ihlc Property and (b) in pursuing the matters required to be
performed by the other as set forth in this Agreement, and otherwise shall use commercially
reasonable efforts to fulfill the conclitions to Closing.
6.2 (}ntkouorsCn000ratinn. Subject to Section 5.5 above at
Optionee's reasonable request, Optionor shall, at no cost to it execute all documents, join in any
applications and otherwise use commercially reasonable efforts to cooperate with and assist
Optionee in obtaining any Entitlements. Optionee shall pay any reasonable out-of-pocket costs
incurred by Optionor in connection with obtaining any of the Entitlements. Except at the request
of Optionee or with Optionee's prior written consent in Optionee's reasonable discretion,
Optionor shall not file any applications or seek any approvals with respect to any Entitlements.
6.3 Preservation of the Propertv. Optionor shall not: (a) sell,
encumber or transfer any interes in or any portion of the Property between the Effective Dat
and the Clo Date; (b) take any action that materially and adversely affects title to the
Property; or (c) without Optionee's written consent in Optionee's reasonable discretion, enter
into any other agreement of any type affecting the Property that will survive the Closing Date or
materially and adversely affect Optionee's development of the Property or Optionee's obtaining
any Entitlement. Optionor shall fully and timely comply in all material respects with any
obligations that are applicable to the Property during the period prior to the Closing Date.
Optionor shall maintain and keep the Property in substantially the same condition and repair as
on the date of this Agreement, and all Entitlements, licenses, permits, easements, righ
and other rights affecting the Property shall be maintained in full force and effect. Optionor shall
not make any improvements or material alterations to the Property without Optionee's prior
written consent.
6.4 Documents. Optionor shall deliver to Optionee co of all
documents relating to the Property that are received or sent by Optionor between the Effective
Date and the Closing Date, within five (5) days of receipt or sending. Nothing in this
Section 6.4, however, shall be construed as extending Optionee's rights under Sections 3, 5.1,
5.4 or 8.1.
7. Conditions to C1osin.
7.1 [btinonr'uCoudbiono. In the event of exercise of the Purchase
Option by Optionee, the following are conditions precedent to Optionor's obligation to sell the
Property:
(a) All representations and warranties made by Optionee in this
ent shall be true when made and shall be true on the Closing Date as if made as of the
Closing Date, without any material adverse change, except for any material adverse change of
which Optionee has notified Optionor and Optionor has accepted in writing; and
(b) Optionee shall not be in default in the performance of its
obligations under this Agreement.
(c) Optionee's Board ofCornmissioners shall have taken such
action as is required to authorize the recordation of the Quitclaim Deed and has deposited a
properly executed Certificate of Acceptance into Escrow.
(d) Optionee shall not be in default under the Agreement for
Development of Affordable Housing and the same shall remain in full force and effect.
7.2 ()ptinoen`n Conditions. In the event of exercise of the Purchase
Option by Optionee, the following are conditions precedent to Optionee's obligation to purchase
the Property:
(a) A11 representations and warranties made by Optionor in this
Agreement shall be true when made and shah be true on the Closing Date as if made as of the
Closing Date, without any material adverse change, except for any material adverse change of
which Optionor has notified Optionee and Optionee has accepted in writing;
(b) Optionor shall not be in defaul in the performance of its
obligations under this Agreement;
(c) The Title Company shall be irrevocably committed to issue
the Title Policy; and
(d) As of the Closing, there shall not be any litigation, unnou
or other governmental proceeding pending which could materially and adversely affect
()pbnoce`s proposed development of the Property.
7.3 Failure to Satisfy Conditions. In the event that any of the
conditions set forth in Sections 7.1 or 7.2 are not satisfied or waived by the Closing Date, the
party to whom the benefit of such condition inures shall have the right to terminate this
Agreement by written notice to the other. In the event of termination, Optionor and Optionee
shall instruct the Title Company to cancel the Escrow.
8. C1osin and Escrow.
8.1 Closing Date. Subject to the conditions set forth in this
ent, in the event of exercise of the Purchase Option by Optionee, the purchase of the
Property by Optionee shall take place thirty (30) days after Optionee's delivery of the Purchase
Option Exercise Notice (the ^^Closing" or the "Closing Date"). The Closing shall be
consummated through the offices of First American Title Company First American Title
Company, 6683 Owens Drive, Pleasanton, California, 94588 (the "Title Company"), Escrow
No. ; attention (the "Escrow").
8.2 Closing Deliveries bv Optionor. At least one day prior to Closing,
Optionor shall deposit into Escrow the foliowing documents:
(a) A duly executed and acknowledged Quitclaim Deed
quitclaiming al! ofOptionor's right, title or interest to the Land portion of the Property to
Optionee or its assignees permitted under Section 13.7, free and clear of all liens and
encumbrances other than the exceptions accepted or deemed accepted by Optionee pursuant to
Section 5 and any exceptions created by Optionee with Optionor's written consent pursuant to
8nctino5(c)hutou}jcortoaPovvcrnfT000ioodn000defiucdin[ivdCndu0805.UlO,aodoa
specified at Section 8.9 below, substantially in the form of Exhibit B attached hereto;
(b) [Intentionally Omitted]
(c) Such documentation as is satisfactory to Optionee to
establish that the transaction contemplated by this Agreement isnotou|ject to withholding under
FIRPTA or California Revenue and Taxation Code Sections 18805(a)(2) and 26131(a)(2) (the
"Non-Foreign Certification");
(d) Optionor's share of the closing costs in immediately
available funds; and
(e) Such additional documents, including without limitation
written escrow instructions consistent with this Agreement, as are reasonably required by the
Title Company to close the Escrow and consummate the purchase and sale of the Property under
this Agreement.
8.3 CIosin Deliveries by Optionee. At or prior tn Closing, Optionee
shall deposit into Escrow the following:
immediately available funds;
(a) The Purchase Price and all additional amounts due in
(b) a properly executed certificate of acceptance; and
(c) Such additional documents, including without limitation
written escrow instructions consistent with this Agreement, as are reasonably required by the
Title Company to close the Escrow and consummate the purchase and sale of the Property under
this Agreement.
8.4 Assignments. At or prior tnd`nCloongZate,(]nd000rsba8
deliver in form and substance reasonably acceptable to Optionee such as ' ozuentouoruaybo
reasonably necessary to close the Escrow and consummate the purchase and sale of the Property
under this Agreement. If any third-party consent is required to allow the transfer, Optionor shall
obtain that consent.
8.5 Prorations. Any utility charges, annucd permits and/or i n
fees (calculated on the basis of the period covered), and other expenses of the operation uod
maintenance of the Property shall be prorated as of 12:01 a.m. on the Closing Date on the basis
of a 365-day year, unless the Closing Date is in a leap year, in which case expenses shall be
prorated on the basis of a 366-day year. Optionor and Optionee hereby agree that if any of the
prorations cannot be calculated accurately on the Closing Date, then they shall be calculated as
soon as reasonably possible after the Closing Date and any adjustments shall be paid promptly.
The provisions of this Section 8.5 shall survive the Closing.
8.6 IdloPo�cvand Closing Cno�. [t�/uceobuDpay the oos of the
policy of title insurance it may elect to obtain (the "Title Policy") ") insuring fee
simple title to the Property in Optionee or its assignee, as the case may be, subject to such
exceptions accepted or deemed accepted by Optionee pursuant to Section 5, together with such
endorsements as Optionee may reasonably require. Optionee shall pay transfer taxes, if any.
Optionee shall pay all escrow fees and any other costs and charges of the Closing.
8.7 Possession. Possession of the Property shall transfer to Optionee
at the Closing.
8.8 Closing. At the Closing, the Title Company shall: (a) record the
Quitclaim Deed; (b) issue the Title Policy to Optionee; (c) deduct the Purchase Price from the
Closing adjustments owed by Optionor; (d) collect all cost and charges of the Closing from
Optionee and Optionor, calculated pursuant to the prorations and allocations set forth in Section
8.5 and 8.6, above; (e) deliver a conformed copy (showing all recording information thereon) of
the Quitclaim Deed and a fully executed original of the Non-Foreign Certification to Optionee;
and (f) deliver to the appropriate party such other documentation, agreements and assignments as
may be required by this Agreement. The Title Company shall also prepare and sign closing
statements showing all receipts by and disbursements from Escrow and deliver copies to
Optionee and Optionor, and shall file with the Internal Revenue Service (with copies to Optionee
and Optionor) the reporting statement required under Section 6045(e) of the Internal Revenue
Code, if applicable.
8.9 Optionor Power of Termination. Notwithstanding anything to the
contrary in this Agreement but subject to the last sentence of this Section 8.9, in the event
(a) Optionee Closes on the Property in accordance with this Agreement uod fails to commence
construction of the Affordable Housing Project by the last day of the Option Period, as the same
may be extended, or (b) if at any time within fifty-nine (59) years after the recording of the
Quitclaim Deed, the Property is used for any purpose other than the Affordable Housing Project,
in violation of the DA with respect to the thirty-one (31) units of low- and very low-income units
and Optionee or its limited partner does not cure such violation within ninety (90) days of written
notice from Optionor, then Optionor may exercise a Power of Termination and the fee simple
estate in the Property shall revert to Optionor, subject only to Developer's right to receive the
Property under the terms of the DA. In such an event, Optionee agrees to execute all documents
necessary to transfer title to the Property back to Optionor and shall pay all recording fees or
other costs associated therewith. Upon the execution and recording of the Quitclaim Deed, the
terms and provisions of the Quitclaim Deed shall be deemed to implement the provisions of this
Section 8.9.
P. Representations and Warranties.
9.1 s Representations and Warranties. (lod000rcoakcnthe
'
following covenants, representations and warranties for the benefit of Optionee:
(a) [Intentionally omitted]
(b) Authorization. A1dzndozonfdhnir�nucudnoanddcl'
(b) delivery,
this Agreement and all other documents executed by Optionor and delivered by Optionor to
Optionee are and shall be: (i) duly authorized, executed and delivered by Optionor; (ii) legal,
valid and binding obligations of Optionor (and, with respect to those documents which are
instruments of conveyance, sufficient to convey title); and (iii) enforceable in accordance with
their respective terms; provided, however, this section 9.1(b) shall not apply to the documents
Optionor provides to Optionee under Section 9.1(a).
(c) No Options. No individual or entity other than Optionee
holds any valid and enforceable option, right of first refusal or other right to purchase all or any
part of the Property or any interest in the Property.
(d) Actions and Defaults. To the bes nfOnhnoor o actual
knowledge, or as may be disclosed in the documents provided under Section 5.2, there are no
existing actions, suits, proceedings, judgments, orders, decrees, arbitration awards, defaults,
delinquencies or deficiencies pending, outstanding or, to the best ofOptionor's know!edge,
threatened against the Property.
(e) Condemnation. Optionor has no notice of any
condemnation, environmental, zoning or other land-use regulation proceedings, either instituted,
or planned to be instituted, which would detrimentally affect Optionee's proposed use of the
Property or the value of the Property, norbus[tionorrcccivodnobcenfooyspeoinlassosxcoont
proceedings affecting the Property.
(f) Power. Optionor has the legal power, right and authority to
enter into this Agreement and the instrument referenced in it and to consummate the transactions
contemplated by the Agreement.
(g) Requisite Action. All requisite actions have been taken by
Optionor in connection with the entering into of this Agreement, the execution and delivery by
Optionor of the instruments referenced in it, and the consummation of the transactions
contemplated by this Agreement.
(h) Authority. The individuals executing this Agreement and
the instruments referenced in it on behalf of Optionor have the legal power, right ondoctoul
authority to bind Optionor to the terms and conditions of this Agreement.
9.2 Optionee's Representations undWaroandns. Optionee represents
and warrants for the benefit of Optionor that, at the time of their execution and delivery, this
Agreement and all other documents executed by Optionee and delivered by Optionee to Optionor
are and shall be: (i) duly authorized, executed and delivered by Optionee; (ii) legal, valid and
binding obligations of Optionee; and (iii) enforceable in accordance with their respective terms,
and further that:
(a) Power. Optionee has the legal power right and authority to
enter into this Agreement and the instrument referenced in it and to consummate the transactions
contemplated by the Agreement, if that is to occur.
(b) RcouisdnActioo. All requisite actions (corporate,
partnership or otherwise) have been taken by Optionee in connection with the entering into of
this Agreement, the execution and delivery by Optionee of the instruments referenced in it, and
the consummation of the transactions contemplated by this Agreement.
(c) Authority. The individuals executing this Agreement and
the instrument referenced in it on the Optionee's behalf have the legal power, right and actual
authority to bind Optionee to the terms and conditions of the Agreement.
10. Condition of Property. Except for the limited representations contained in
Section 9, the parties acknowledge that Optionor does not hereby make and has not made any
warranties or representations, express or implied, as to the Property's legal, physical,
environmental and/or financial condition in the past, now or in the future. In addition, Optionor
makes no representations, guaranty or warranty as to the Entitlements or of the legal rights,
whether granted by Optionor or any other governmental entity, the Property or Optionor may
possess. Optionee will thoroughly investigate and satisfy itself as to the legal right to develop the
Property for Optionee's intended purposes during the Feasibility Period. Optionee expressly
acknowledges that no such representations have been made by Optionor. Except as otherwise
provided in this Agreement, Optionee acknowledges that it is buying the Property in an "AS IS"
condition and "WITH ALL FAULTS," known or unknown, based solely on Optionee's own
studies, analyses and investigations.
11. Loss bv Casualtv or Condemnation.
11.1 Risk of Loss In the event of any casualty (including without
limitation landslide or other substantial earth movement) prior to the Closing Date that materially
and adversely affects the capability or suitability of the Property to support the development
contemplated by this Agreement or that would or could materially increase the cost of
development, Optionee shall have the right to terminate this Agreement.
I1.2 Condemnation.
(a) If, prior to the Closing Date, any pro are
commenced to take all or any material portion of the Property by eminent domain, or any
individual or entity with the power of eminent domain threatens to take all or any portion of the
Property, this Agreement shall terminate and Optionor shall receive all compensation paid for the
condemned Property and, if only part of the Property is so acquired, Optionor shall retain title to
the remainder.
(b) Optionor shall notify Optionee in writing immediately upon
receipt of notice, and in any event prior to Closing, of any pending or threatened condemnation
proceeding against all or any portion of the Property.
12 Termination.
12-1 Termination of Areement by Optionor. In the event ofany
default under this Agreement by Optionee, which default, (a) if it be a default that can be cured
by the payment of money, continues uncured for a period of five (5) Business Days after
Optionee's receipt of written notice from Optionor, or (b) if it be a nonmonetary default under
this Agreement, and the default continues uncured for a period of thirty (30) days (the "Optionee
Non-Monetary Default Cure Period"), or such longer period as reasonably required for
Optionee acting diligently to cure, after Optionee's receipt of written notice from Optionor, then
in either case Optionor shall, as its sole remedy hereunder, have the right to terminate this
Agreement and all rights of Optionee under this Agreement. Notwithstanding the foregoing, if
Optionee commences cure of a nonmonetary default within the Optionee Non-Monetary Default
Cure Period, and diligently pursues cure thereafter, the Optionee Non-Monetary Default Cure
Period shall be extended for such additional period of time as is reasonably necessary to
complete such cure.
122 Termination of Agreement bv{]otinnoo. In the event of any
default under this Agreement by Optionor, which default, (a) if it be in a default that can be
cured by the payment of money, continues uncured for a period of five (5) Business Days after
written notice from Optionee to Optionor, or (b) if it be a non-monetary default under this
Agreement, and the default continues uncured for a period of thirty (30) days after written notice
from Optionee to Optionor, or such longer period as reasonably required for Optionor acting
diligently to cure, then in either case Optionee shall, as its sole remedy hereunder, have the right
to terminate this Agreement and all rights of Optionor under this Agreement.
13. Miscellaneous.
13.1 Attorneys' Fees. If any lega action or other proceeding is
commenced to enforce or interpret any provision of, or otherwise relating to, this Agreement, the
losing party shall pay the prevailing party's actual expenses incurred in the investigation of any
claim leading to the proceeding, preparation for and participation in the proceeding, any appeal
or other post judgment motion, and any action to enforce or collect the judgment including
contempt, garnishment, levy, discovery and bankruptcy. For this purpose, "expenses" inc!ude,
without limitation, court or other proceeding costs and reasonable experts' and attorneys' fees
and their expenses. The phrase "prevailing party" shall mean the party who is deterrnined in the
proceeding to have prevailed or who prevails by dismissal, default or otherwise.
13.2 Construction of Aareement. The parties mutually acknowledge
that they and their respective attorneys have participated in the preparation aod negotiation of
this Agreement. In cases of uncertainty this Agreement shall be construed without regard to
which of the parties may have caused the uncertainty to exist.
13.3 Further Assurances. Each party, at any time before or after the
Closing, shall at its own expense execute, acknowledge and deliver any additional deeds,
assignments, conveyances and other assurances, documents and instruments reasonably
requested by the other party, and shall take any other action consistent with the terms of this
Agreement that may reasonably be requested by such other party, for the purpose of confirming,
consummating and effectuating any of the transactions contemplated by this Agreement.
13.4 Notices. All notices, consents, requests, demands or other
communications to or upon the respective parties made pursuant to this Agreement shall be in
writing and shall be effective for all purposes upon recei t on any Business Day (defined below)
before 5:00 PM local time and on the next Business Day if received after 5:00 PM or on other
than a Business Day, including, without limitation, in the case of (i) personal delivery,
(ii) delivery by messenger, express or air courier or similar courier, (iii) delivery by United
States first class certified or registered mail, postage prepaid, and (iv) transmittal by facsimile or
electronic mail, addressed as foliows:
To Optionee:
With a copy to:
Housing Authority of the City of Alameda
701 Atlantic Avenue
Alameda, CA 9450I
Attention: Executive Director
Carle, Mackie, Power & Ross LLP
100 B Street, Suite 400
Santa Rosa, CA 94952
Attention: Henry Loh 11
To Optionor:
With a copy to:
City of Alameda
Alameda City Hall, Room 320
2263 Santa Clara Avenue
Alameda, CA 94501
Attention: City Manager
City of Alameda
Alameda City Hall, Room 280
2263 Santa Clara Avenue
Alameda, CA 94501
Attention: City Attorney
In this Agreement Agreement "Business Days" means days other than Saturdays, Sundays,
and federal and state legal holidays. Either party may change its address by written notice to the
other in the manner set forth above.
13.5 Relationship. The relationship of the parties to this Agreement is
determined solely by the provisions of this Agreement. The parties do not intend to create any
agency, partnership, joint venture, trust or other relationship with duties or incidents different
from those of independent parties to an arm's-length contract for the sale and purchase of real
estate.
13.8 Severabilitv. The provisions of this Agreement are intended to be
severable and enforced to the maximum extent permitted by law. If for any reason any provision
of this Agreement shall be held invalid, illegal or unenforceable in whole or in part in any
jurisdiction, then that provision shall be ineffective only to the extent of the invalidity, illegality
or unenforceability and in that jurisdiction only, without in any manner affecting the validity,
legality or enforceability of the unaffected portion and the remaining provisions in that
jurisdiction or any provision of the Agreement in any other jurisdiction. The unaffected portion
and provisions of the Agreement will be enforced to the maximum extent permitted by law.
13.7 AaoienanditY. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective, heirs, executors, administrators, successors
and assigns. Optionee, solely for purposes of fulfilling its obligations under the Agreement for
Development of Affordable Housing, shall have the right to assign this Agreement upon prior
notice to Optionor and upon Optionor's express written consent. Any purported assignment in
violation of the terms of this Agreement shall be void. Any assignment permitted under the
terms of this Agreement shall not relieve the assigning party from any liability hereunder.
13.8 Time of the Essence. Time is of the essence in the performance of
each party's respective obligations under this Agreement.
13.9 Transaction Expenses. Whether or not the transactions
contemplated by this Agreement nrocoouummotcd,nacbparyobcdlpayitsnwnfousuod
expenses incident to the negotiation, preparation, exccubon,uuthncbnudonhooludingaoy
necessary meetings or actions) or delivery of this Agreement and in consummating the
transactions contemplated by this Agreement, including, without limitation, the fees and
expenses of its attorneys, accountants and other advisors.
13.I0 Waiver. Modification and Amendment. No amendment of
supplement to or waiver of any obligations uodordzim Agreement `piDbconhorcnuhlcnr
admissible unless set forth in a writing signed by the party against which enforcement or
admission is sought. No delay or failure to require performance of any provision of this
Agreement shall constitute a waiver of that provision as to that or any other instance. Any
waiver granted shall apply solely to the specific instance expressly stated.
13.11 Brokers' Fees. Optionee and Optionor represent to each other that
they have not dealt with any agent or broker in connection with this transaction. Optionor and
Optionee shall each indemnify, defend and hold the other harmless from and against all liability,
costs, damage or expenses (including, without limitation, attorneys' fees and costs) on account of
any claims for brokerage commission or finder's fees by anyone else as a result of dealings with
the indemnifying party. The provisions of this Section shall survive the Closing and any
termination of this Agreement.
13.12 Force Majeure. Performance by either party of its obligations
hereunder shall be excused during any period of"Permitted Delay." Permitted Delay shall
mean delay beyond the reasonable control of the party claiming the delay including, without
limitation (a) acts of God, including, without limitation, earthquakes, floods, fire, weather
conditions that are abnormal for the period of time and could not have been reasonably
anticipated, and other natural calamities, (b) civil commotion; (c) riots or terrorist acts;
(d) strikes, picketing or other labor disputes; (e) shortages of materials or supplies; (f) damage to
work in progress by reason of fire, floods or other casualties; (g) failure, delay or inability of the
other party to act; (h) vandalism; (i) moratoria or other delays caused by restrictions imposed or
mandated by governmental entities, but specifically excluding a party's financial inability to
perform; or (j) legal or administrative actions related to the development of the Land, or any
other third party actions or claims that prevent or delay development of all or a portion of the
Land subject to the applicable deadline. The party claiming the benefit of the Permitted Delay
shall notify the other Party of its intent to claim a Permitted Delay and the specific grounds of the
same within ten (10) Business Days after the occurrence of the conditions which establish the
grounds for the claim.
13.13 Entire Contract. This Agreement constitutes the entire contract
between the Optionee and the Optionor and a complete and exclusive expression of their
agreement and may not be contradicted by evidence of any prior agreement or contemporaneous
oral agreement.
13.14 Counterparts. This Agreement may be executed in multiple
identical counterparts, each of which shall be deemed an ori ' al, and counterpart signature
pages may be assembled to form a single ori inal document. This Agreement may be executed
and delivered by the exchange of electronic facsimile copies, .pdf or other electronic image files
of counterparts of the signature page, which shall be considered the equivalent of ink signature
pages for all purposes.
13J5 Performance on Dav Other Than Business Day. If any date on
which a time period uchodulcd0ucx ire herein is not a Business Day, the date shall be extended
to the next Business Day.
13.16 Survival. Any covenant, promise ornhhgubooiudbimsccdoo
which is not by expressed language intended to be fulfilled or performed at Closing shall not
merge into the Grant Deed but shall remain in full force and effect and be binding on the parties
until fully performed or fulfilled.
13.17 ***Approval of Citv Council. Optionor and Optionee recognize
that this Agreement is subject to approval of the City Council and that this Agreement shall have
no force or effect unless and until said City Council's approval has been obtained, but which
approval shall be obtained prior to execution of this Agreement by Optionor.
13.18 Exhibits. The following Exhibits attached to thi Agreement shall
be deemed to be a part of this Agreement and are fully incorporated by reference.
Exhibit A Legal Description ofLao
Exhibit B Quitclaim Deed
[SIGNATURES APPEAR ON FOLLOWING PAGE]
OPTIONEE: OPTIONOR:
Housing Authority of the City of Alameda, City of Alameda, a municipal corporation
a public body corporate and politic
By: By:
Vanessa M. Cooper Elizabeth D. Warmerdam
Executive Director Interim City Manager
Date:
Date:
Attest: Recommended for Approval:
Lara Weisiger, City Clerk Andrew Thomas, City Planner
Approved as to Form:
Farimah F. Brown
Senior Assistant City Attorney
Andrico Q. Penick
Assistant City Attorney
Authorized by City Council Ordinance No.
Title No. 15- 58206166 -KD
Locate No.CACTI7701- 7701 - 5582 - 0058205166
LEGAL DESCRIPTION
EXHIBIT "A"
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ALAMEDA, COUNTY OF ALAMEDA,
STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL ONE:
BEGINNING AT A POINT ON THE EASTERN LINE OR SHERMAN STREET, DISTANT THEREON SOUTH 3° 07'
30" WEST 75.61 FEET FROM THE DIRECT EXTENSION EASTERLY OF THE SOUTHERN LINE OF EAGLE
AVENUE; RUNNING THENCE ALONG SAID LINE OF SHERMAN STREET SOUTH 3° 07' 30" WEST 129.39 FEET
TO A POINT DISTANT THEREON NORTH 3° 07' 30" EAST 95 FEET FROM THE NORTHERN LINE OF BUENA
VISTA AVENUE; THENCE SOUTH 86° 52' 30" EAST 39 FEET; THENCE SOUTH 3° 07' 30" WEST 95 FEET TO
SAID LINE, OF BUENA VISTA AVENUE; THENCE ALONG THE LAST NAMED LINE SOUTH 86° 52' 30" EAST
321 FEET TO THE DIRECT EXTENSION NORTHERLY OF THE EASTERN LINE OF MORTON STREET; THENCE
ALONG THE LAST SAID EXTENDED LINE NORTH 3° 07' 30" EAST 15 FEET TO THE NORTHERN LINE OF THE
PARCEL OF LAND DESCRIBED IN THE DEED BY ALASKA PACKERS ASSOCIATION TO ALAMEDA BELT LINE
BY DEED DATED October 27, 1926 RECORDED November 23, 1926 IN BOOK 1467 OF OFFICIAL RECORDS
OF ALAMEDA COUNTY, PAGE 239, UNDER RECORDER'S SERIES NO. W- 98941; THENCE ALONG THE LAST
NAMED LINE NORTH 86° 52' 30" WEST 55 FEET, MORE OR LESS, TO THE POINT FROM WHICH THE CENTER
OF A CIRCLE HAVING A RADIUS OF 329.77 FEET BEARS NORTH 3° 07' 30" EAST; THENCE CONTINUING
ALONG THE LAST NAMED LINE WESTERLY ON THE ARC OF SAID CIRCLE TO THE RIGHT, A DISTANCE OF
127.90 FEET TO THE MOST NORTHERN CORNER OF SAID LAND DESCRIBED IN SAID DEED; THENCE
NORTH 3° 08' EAST 14.09 FEET TO A POINT FROM WHICH THE CENTER OF A CIRCLE HAVING A RADIUS
OF 234.90 FEET BEARS NORTH 19° 25' 52" EAST; THENCE ALONG THE ARC OF LAST SAID CIRCLE
NORTHWESTERLY 105.10 FEET TO A POINT FROM WHICH THE CENTER OF A CIRCLE HAVING A RADIUS
OF 323.27 FEET BEARS NORTH 45° 04' 08" EAST; THENCE ALONG THE ARC OF LAST SAID CIRCLE
NORTHWESTERLY, A DISTANCE OF 147.79 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION DESCRIBED IN THE DEED TO ALAMEDA BELT LINE, A
CALIFORNIA CORPORATION, RECORDED November 23, 1926, INSTRUMENT NO. W- 98941, BOOK 1467,
PAGE 239, OFFICIAL RECORDS.
APN: 072 - 0383 - 001 -00
PARCEL TWO:
BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHERN LINE OF BUENA VISTA AVENUE, WITH
THE EASTERN LINE OF SHERMAN STREET, FORMERLY ST. GEORGE STREET; RUNNING THENCE EASTERLY
ALONG THE SAID LINE OF BUENA VISTA AVENUE 39 FEET; THENCE AT RIGHT ANGLES NORTHERLY 95
FEET; THENCE AT RIGHT ANGLES WESTERLY 39 FEET TO THE SAID LINE OF SHERMAN STREET; THENCE
SOUTHERLY ALONG THE SAID LINE OF SHERMAN STREET 95 FEET TO THE SAID LINE
OF BUENA VISTA AVENUE AND THE POINT OF BEGINNING.
BEING A PORTION OF LOTS 1 AND 2, IN BLOCK "B" AS THE SAID LOTS AND BLOCK ARE SHOWN ON THE
"MAP OF 144 LOTS IN PAGE TRACT, ALAMEDA CO. ", ETC., FILED February 25, 1874 IN BOOK 6 OF MAPS,
AT PAGE 7, IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY.
APN: 072 - 0383 - 002 -00
EXHIBIT B
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
Housing Authority of the City of Alameda
701 Atlantic Avenue
Alameda, CA 94501
Attention: Executive Director
Copy to:
City of Alameda
2263 Santa Clara Avenue
Alameda, CA 94501
Attention: City Manager
Recorded for the Benefit of
The City of Alameda
Pursuant to Government
Code Section 27381
SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY
A.P.N. 072-0383-001 & 072-0383-002
QUITCLAIM DEED WITH RESERVATION OF
COVENANTS, RESTRICTIONS AND CONDITIONS
FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of
which is hereby acknowledged, the CITY OF ALAMEDA, a charter city and municipal
corporation ("CITY" or "GRANTOR")
HEREBY REMISES, RELEASES, AND FOREVER QUITCLAIMS TO the
HOUSING AUTHORITY OF THE CITY OF ALAMEDA, a public body, corporate and politic
("GRANTEE") all of the GRANTOR'S right, title and interest in and to that certain real property
situated in the City of Alameda, County of Alameda, State of California, more particularly
described in Exhibit A and depicted in Exhibit B attached hereto ("Property");
The conveyance herein described is SUBJECT TO THE FOLLOWING
NOTICES, COVENANTS, RESTRICTIONS AND CONDITIONS, which shall be still binding
upon and enforceable against the GRANTEE, its successors and assigns, as follows:
A. GRANTEE agrees to accept conveyance of the Property subject to all
covenants, conditions, restrictions, easements, rights-of-way, reservations, rights, agreements,
and encumbrances of record that pertain to the Property.
A-01 8
B. The Property shall housed and maintained exclusively for development of
an affordable housing building consisting of not less than fourteen (14) housing units affordable
to low-income households and not less than seventeen (17) housing units affordable to very low-
income households, one (I ) of which may be a manager's unit, all as defined in the City of
Alameda's Inclusionary Housing Ordinance (Alameda Municipal Code § 30-16) as the same
may be amended or any successor laws or ordinances (the "Affordable Housing Project"),
together with associated parking, sidewalks and landscaping pursuant to the terms of that certain
Agreement for Development of Affordable Housing (Del Monte) (the "Agreement for
Development of Affordable Housing") between GRANTEE and TL Partners l, LP, a California
limited partnership ("Developer") and in furtherance of Developer's obligations under that
certain into a Development Agreement (Del Monte Warehouse Pr ject) dated January 15, 2015
(the -DA") between GRANTOR and Developer. GRANTOR acknowledges and agrees that the
Affordable Housing Project will be built partially on the Property and partially on an adjacent
parcel of land, such that not all of the affordable housing units will be located on the Property.
C. If GRANTEE fails to cause construction of the Affordable Housing
Project to commence by June 30, 2017 or if at any time within 59 years of the recording of this
instrument, the Property is used for any purpose other than the Affordable Housing Pr ject in
violation of the DA with respect to the 31 units of Iow and very low income units and
GRANTEE does not cause such violation to be cured within 90 days of written notice from
GRANTOR, then GRANTOTR may exercise a Power of Termination and the fee simple estate
in the Property shall revert to GRANTOR, subject only to Developer's right to receive the
Property under the terms of the DA. In such an event, GRANTEE agrees to execute all
necessary clocuments necessary to transfer title to the Property back to GRANTOR and shall pay
all recording fees or other costs associated therewith. GRANTOR agrees to accept any cure
from (a) any ground tenant of the Property ("Tenant"), (b) any equity holder of the Tenant or
GRANTEE, as applicable, and (c) any lender to Tenant or Grantee, as applicable, on the same
basis as if such cure were offered by GRANTEE. GRANTOR agrees to provide a copy of any
notice of violation or default hereunder to any of the foregoing parties upon written request from
GRANTEE containing the notices address of such foregoing parties.
D. BINDING WAIVER. The conditions, restrictions, reservations
and covenants set forth in this Quitclaim Deed, unless subsequently released, are a binding
servitude on the Property; shall inure to the benefit of GRANTOR and GRANTEE, their
successors and assigns, and will be deemed to run with the land in perpetuity, pursuant to
California Civil Code sections 885.010, 1462 and 1471 and other applicable authority.
ATTESTATION: CITY OF ALAMEDA
By: By:
Lara Weisiger
City Clerk
Elizabeth Warmerdarn
Interim City Manager
APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL:
By: By:
Farimah F. Brown
Sr. Assistant City Attorney
Authorized by City Council Ordinance No.
Andrew Thomas
City Planner
A no/mypublicmother 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 , befor me, ,u Notary Public,
personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
ACCEPTANCE
The GRANTEE hereby accepts this Quitclaim Deed and agrees to be bound by all
of the agreements, covenants, conditions, restrictions and reservations contained herein.
Date: HOUSING AUTHORITY OF THE CITY OF
ALAMEDA
By:
Its:
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) 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 si nature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
1 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
Title No. 15- 58206166 -KD
Locate No. CACTI7701-7701-5582-0058206166
LEGAL DESCRIPTION
EXHIBIT "A"
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ALAMEDA, COUNTY OF ALAMEDA,
STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL ONE:
BEGINNING AT A POINT ON THE EASTERN LINE OR SHERMAN $1 BEET, DISTANT THEREON SOUTH 3° 07'
30" WEST 75.61 FEET FROM THE DIRECT EXTENSION EASTERLY OF THE SOUTHERN LINE OF EAGLE
AVENUE; RUNNING THENCE ALONG SAID LINE OF SHERMAN STREET SOUTH 3° 07' 30" WEST 129.39 FEET
TO A POINT DISTANT THEREON NORTH 3° 07' 30" EAST 95 FEET FROM THE NORTHERN LINE OF BUENA
VISTA AVENUE; THENCE SOUTH 86° 52' 30" EAST 39 FEET; THENCE SOUTH 3° 07' 30" WEST 95 FEET TO
SAID LINE, OF BUENA VISTA AVENUE; THENCE ALONG THE LAST NAMED LINE SOUTH 86° 52' 30" EAST
321 FEET TO THE DIRECT EXTENSION NORTHERLY OF THE EASTERN LINE OF MORTON STREET; THENCE
ALONG THE LAST SAID EXTENDED LINE NORTH 3° 07' 30" EAST 15 FEET TO THE NORTHERN LINE OF THE
PARCEL OF LAND DESCRIBED IN THE DEED BY ALASKA PACKERS ASSOCIATION TO ALAMEDA BELT LINE
BY DEED DATED October 27, 1926 RECORDED November 23, 1926 IN BOOK 1467 OF OFFICIAL RECORDS
OF ALAMEDA COUNTY, PAGE 239, UNDER RECORDER'S SERIES NO. W- 98941; THENCE ALONG THE LAST
NAMED LINE NORTH 86° 52' 30" WEST 55 FEET, MORE OR LESS, TO THE POINT FROM WHICH THE CENTER
OF A CIRCLE HAVING A RADIUS OF 329.77 FEET BEARS NORTH 3° 07' 30" EAST; THENCE CONTINUING
ALONG THE LAST NAMED LINE WESTERLY ON THE ARC OF SAID CIRCLE TO THE RIGHT, A DISTANCE OF
127.90 FEET TO THE MOST NORTHERN CORNER OF SAID LAND DESCRIBED IN SAID DEED; THENCE
NORTH 3° 08' EAST 14.09 FEET TO A POINT FROM WHICH THE CENTER OF A CIRCLE HAVING A RADIUS
OF 234.90 FEET BEARS NORTH 19° 25' 52" EAST; THENCE ALONG THE ARC OF LAST SAID CIRCLE
NORTHWESTERLY 105.10 FEET TO A POINT FROM WHICH THE CENTER OF A CIRCLE HAVING A RADIUS
OF 323.27 FEET BEARS NORTH 45° 04' 08" EAST; THENCE ALONG THE ARC OF LAST SAID CIRCLE
NORTHWESTERLY, A DISTANCE OF 147.79 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION DESCRIBED IN THE DEED TO ALAMEDA BELT LINE, A
CALIFORNIA CORPORATION, RECORDED November 23, 1926, INSTRUMENT NO. W- 98941, BOOK 1467,
PAGE 239, OFFICIAL RECORDS.
APN: 072 - 0383 - 001 -00
PARCEL TWO:
BEGINNING AT THE POINT OF IN I ERSEC. I ION OF THE NORTHERN LINE OF BUENA VISTA AVENUE, WITH
THE EASTERN LINE OF SHERMAN STREET, FORMERLY ST. GEORGE STREET; RUNNING THENCE EASTERLY
ALONG THE SAID LINE OF BUENA VISTA AVENUE 39 FEET; THENCE AT RIGHT ANGLES NORTHERLY 95
FEET; THENCE AT RIGHT ANGLES WESTERLY 39 FEET TO THE SAID LINE OF SHERMAN STREET; THENCE
SOUTHERLY ALONG THE SAID LINE OF SHERMAN STREET 95 FEET TO THE SAID LINE
OF BUENA VISTA AVENUE AND THE POINT OF BEGINNING.
BEING A PORTION OF LOTS 1 AND 2, IN BLOCK "B" AS THE SAID LOTS AND BLOCK ARE SHOWN ON THE
"MAP OF 144 LOTS IN PAGE TRACT, ALAMEDA CO. ", ETC., FILED February 25, 1874 IN BOOK 6 OF MAPS,
AT PAGE 7, IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY.
APN: 072- 0383 - 002 -00
EXHIBIT B
PRELIMINARY TITLE REPORT EASEMENT EXCEPTIONS
((TV OF ALAMEDA, 43408)3741 3040584803 G3,3,333,0„, 33,33033,, 3,2013
733 FlRSTflM[3ICAUflhl( 30347*713 032333034339 0(33 I 04 I 7837053 00(0341910
PUBLIC 8113113 18513413(1 01300(078212T 'PAGE 12 0.3. I "17MT I
GENERAL NOTES:
1. IITLE EXCEPT/OA' 4, 19E LOCATION OF THE EASEMENT CANNOT 85 0ETER4NNE0
F9033 RECORD 161F0989008
2. 80469450 GROSS AREA 20,5121 SOFT,
3 TOPOGRAPHIC 8A0240000ND SHOW 063 MAP WAS 179014068 84 COY OF
.41433(04 AND PREPARED 8Y OTHERS
REFERENCES:
(3) PARCEL NAP Na 2938 ((28 PAI 76)
(2) GRANT DEED TO CITY CIF ALAMEDA PER DOCUMENT NUMPER 2010-074484
(3) TRACT MAP 7170 - MARINA covr (283 u 52)
(4) GRANT 0EE0 TO CITY OP ALAMEDA, PER (3004 8380, PACE 389)
-. CITY OF ALAMEDA
80033 8380, PAGE 389 0 R.
GROSS AREA • 3.705 SO.FT.
1
CITY OF ALAMEDA
PARCEL 5
000. 330. 194. 2010-074484 I•
GROSS AREA • 18,807 SCLFT.
8240(I089)122_
RECORD BOUNDARY
1301 AND 1401 BUENA VISTA AVENUE
CITY OF ALAMEDA, ALAMEDA COUNTY,
CALIFORNIA
IN MET j
.01 20 II.
PROJECT
SITE
VICINITY MAP
NOT It) 54015
LEGEND
- BOUNDARY LINE
ADJACENT PROPERTY LINES
LOT LINE
Ex EXISTING
SO.FT. SOUARE FEET
OFF1C1AL RECORDS
(01 RADIAL
iv' A
RUGGERI-JENSEN-AZAR
Vt. • SuN,tre,
3070 00371 204 .9090 171003 33331 I Of
CERTIFICATE OF ACCEPTANCE
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) 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.
1 certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
I, the undersigned, hereby certify that the foregoing Ordinance was duly and
regularly adopted and passed by Council of the City of Alameda in regular meeting
assembled on the 1st day of September, 2015 by the following vote to wit:
AYES: Councilmembers Daysog, Ezzy Ashcraft, Matarrese, Oddie
and Mayor Spencer — 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official
seal of said City this 2nd day of September, 2015.
Lara Weisiger, City
City of Alameda
Jan,et . Kern, City Attorney
City-of Alameda