HomeMy WebLinkAboutItem 4.4 Community Parkland Acquisition
STAFF REPORT CITY CLERK
File #600-40
CITY COUNCIL
DATE:May 6, 2014
TO:
Honorable Mayor and City Councilmembers
FROM:
Christopher L. Foss, City Manager
SUBJECT:
Purchase and Sale Agreement for Acquisition of Parcels for Community Parkland
Prepared by Paul McCreary, Parks and Community Services Director
EXECUTIVE SUMMARY:
The City Council will consider approval of a Purchase and Sale Agreement to acquire two
parcels of land from the Alameda County Surplus Property Authority (ACSPA) for use as
Community Parkland in the Dublin Crossing Development.
FINANCIAL IMPACT:
Under the terms of the proposed agreement, the City would acquire the property for $8.25
million. The City’s Public Facilities Fee has and is collecting revenues over time to acquire the
park land, including the ACSPA parcel; however the funding is not currently fully available.
Dublin Crossing Venture LLC is making a Community Benefit Payment of $2.8 million the City
would use toward the acquisition of the ACSPA property. The remaining $5.45 million of the
purchase price would be funded by an interest-free loan from Dublin Crossing Venture, LLC.
The City would use Public Facilities Fees to repay the loan from Dublin Crossing in four equal
annual installments beginning June 2018. The City would also use $2.8 million of Public
Facilities Fees to re-pay the General Fund for the $2.8 million Community Benefit Payment
advanced to the Public Facility Fee program for the acquisition of the parkland.
RECOMMENDATION:
Resolution
Staff recommends the City Council adopt a Approving a Purchase and Sale
Agreement with the Alameda County Surplus Property Authority for the Purchase of Two
Parcels at the Corner of Dublin Boulevard and Arnold Drive.
Submitted By Reviewed By
Parks and Community Services Director Assistant City Manager
ITEM NO. 4.4
Page 1 of 3
DESCRIPTION:
In order for the City to satisfy the requirements of the Development Agreement with Dublin
Crossing Venture, LLC, related to park development, Staff has negotiated an Agreement with
the Alameda County Surplus Property Authority (ACSPA) for the acquisition of two parcels of
land at a price of $8.25 million. The parcels are located at the northwest corner of Dublin
Boulevard and Arnold Drive (APN 986-0034-002 and APN 986-0034-006). Attachment 1 is a
Resolution approving the proposed Purchase and Sale Agreement with ACSPA. Attachment 2
is Exhibit A to the Resolution is the Purchase and Sale Agreement Staff has negotiated with
ACSPA.
Background
On November 19, 2013 the City Council adopted the Dublin Crossing Specific Plan (DCSP)
which includes the 8.7 acres owned by Alameda County Surplus Property Authority. The DCSP
addresses the future development of the project area, which includes the construction of a
residential mixed-use project with up to 1,995 single and multi-family residential units; up to
200,000 square feet of retail, office and/or commercial uses; and a 30-acre Community Park
and a five-acre Neighborhood Park.
When adopting the DCSP the City Council amended the General Plan and approved
amendments to the Zoning Ordinance to create the Dublin Crossing Zoning District. This
rezoned the two ACSPA parcels for mixed use development, with the intention the parcels
would be swapped for 8.7-acres of parkland within the Dublin Crossing Development and
located adjacent to the 21.3-acres of community parkland being dedicated as part of the
development to provide a larger and grander community park.
On November 19, 2013, the City entered into a Development Agreement with Dublin Crossing
Venture LLC (Developer) that requires the City to acquire the ACSPA Property and convey it to
the Developer by December 31, 2016. In exchange, the Developer agreed to make a
contribution of 8.7-acres of community parkland in excess of what would be required by the
City's parkland dedication requirements.
Terms of Purchase and Sale Agreement
Purchase Price. The purchase price is $8.25 million. This is based on the fair market value
appraisal of similar properties that was conducted in August 2013 as part of the work to
update land acquisition costs in the Public Facilities Fee program.
As-Is Sale and Due Diligence. This is an as-is sale, and as such the City would have 180
days to determine whether to approve the condition of the property and other factors
deemed relevant to the purchase and development of the property.
Maintenance of Property through Close of Escrow. Following approval of the
Agreement, and through the close of escrow, the City would be responsible for maintenance
of the property, including required weed abatement and removal of debris from the drainage
canal. The City would not be responsible for any capital costs to improve or modify the
property, including the drainage canal.
Assignment of Agreement. The Agreement allows the City to assign all of its rights and
obligations under the Agreement to another party. Staff envisions assigning the Agreement
to Dublin Crossing Venture, LLC, concurrently with the close of escrow thus eliminating the
City taking title of the property and any potential risks or liabilities associated with being in
the chain of title. The City’s assignment would need to be approved by ACSPA, which
Page 2 of 3
ACSPA understands is the City’s preferred method of meeting its obligations under the
Purchase and Sale Agreement. As such the proposed “Agreement to Assign and Assume”
has been included as an Exhibit to the Purchase and Sale Agreement.
Close of Escrow. The closing of escrow would occur no later than December 31, 2016,
unless the Agreement is terminated or extended by mutual agreement.
Termination of Agreement. If the Agreement is terminated for any reason other than the
seller’s default, then ACSPA would have no further obligation to sell the property to the City
for parkland, and would have the right to pursue the sale of the land for private development,
which development would be subject to applicable laws, rules and regulations at the time.
Funding for Acquisition
Dublin Crossing Venture, LLC, would be providing 100% of the funding for the acquisition costs
at close of escrow. The Development Agreement requires that Dublin Crossing Venture LLC
make a $2.8 million community benefit payment, which the City can loan from the General Fund
toward the acquisition of the ACSPA parcel. The Developer is also obligated to make an
interest-free loan to the City of up to $6,000,000 for the remaining cost of acquiring the ACSPA
Parcel.
The City’s Public Facilities Fee program is collecting fees over time to acquire 8.7-acres of park
land to serve the build-out of the Eastern Dublin Specific Plan; however the funding is not fully
available at this time. The City would use $5.45 million of Public Facility Fees to re-pay the loan
to Dublin Crossing in four equal annual installments beginning June 2018. Once the loan is
repaid to Dublin Crossing Venture, LLC, the City would then use $2.8 million of Public Facility
Fees to re-pay the General Fund for the loan of the Community Benefit Payment used for the
acquisition.
The proposed 2014-2019 Capital Improvement Program (CIP) includes the first two payments to
Dublin Crossing Venture, LLC, starting in Fiscal Year 2017-2018. The remaining payments to
Dublin Crossing and to the General Fund are beyond the five-year timeframe of the CIP.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
A copy of this Staff Report was sent to the Alameda County Surplus Property Authority and
Dublin Crossing Venture, LLC.
ATTACHMENTS:
1. Resolution approving a Purchase and Sale Agreement with the
Alameda County Surplus Property Authority for the purchase of two
parcels at the corner of Dublin Boulevard and Arnold Drive
2. Exhibit A to the Resolution - Purchase and Sale Agreement with
Alameda County Surplus Property Authority
Page 3 of 3
RESOLUTION NO. XX - 14
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * * * *
APPROVING A PURCHASE AND SALE AGREEMENT WITH THE
ALAMEDA COUNTY SURPLUS PROPERTY AUTHORITY (ACSPA)
FOR THE PURCHASE OF TWO PARCELS
AT THE CORNER OF DUBLIN BOULEVARD AND ARNOLD DRIVE
WHEREAS,
the City Council ("City Council") of the City of Dublin desires to purchase two
parcels of land located at the corner of Dublin Boulevard and Arnold Drive in Dublin including
APN 986-0034-002 and APN 986-0034-006 ("Properties"); and
WHEREAS,
these two parcels were identified as 8.7-acres of “Community Parkland” in
the General Plan, Eastern Dublin Specific Plan, and the Parks and Recreation Master Plan; and
WHEREAS,
on November 19, 2013 the City Council adopted the Dublin Crossing
Specific Plan (DCSP) which includes the 8.7 acres owned by Alameda County Surplus Property
Authority; and
WHEREAS,
the DCSP addresses the future development of the project area, which
includes the construction of a residential mixed-use project with up to 1,995 single and multi-
family residential units; up to 200,000 square feet of retail, office and/or commercial uses; and a
30-acre Community Park and a five-acre Neighborhood Park; and
WHEREAS,
on November 19, 2013 the City Council amended the General Plan and
approved amendments to the Zoning Ordinance to create the Dublin Crossing Zoning District;
and rezoning the two ACSPA parcels for mixed use development, with the intention the parcels
will be swapped for 8.7 acres of parkland within the Dublin Crossing Development and located
adjacent to the 21.3-acres of community parkland being dedicated as part of the development to
make a larger and grander community park; and
WHEREAS,
on November 19, 2013, the City entered into a Development Agreement with
Dublin Crossing Venture LLC that requires the City to acquire the ACSPA Property and convey
it to the Developer by December 31, 2016. In exchange, Developer has agreed to make a
contribution of 8.7 acres of community parkland in excess of what would be required by the
City's parkland dedication requirements; and
WHEREAS,
the Development Agreement requires that Dublin Crossing Venture LLC
make a $2.8 million contribution toward the acquisition, and loan the City up to $6,000,000
interest-free for the acquisition of the ACSPA Parcel, and that the City repay the loan in four
equal annual installments on June 30 beginning in 2018 or the anniversary date of the loan if
executed later than July 1, 2017; and
WHEREAS,
the City and ACSPA have negotiated a Purchase and Sale Agreement
substantially in the form attached hereto as Exhibit A ("Purchase and Sale Agreement"); and
ATTACHMENT 1
WHEREAS,
pursuant to the terms of the Purchase and Sale Agreement, the City will
purchase the Property from ACSPA for $8,250,000 and close escrow no later than December
31, 2016; and
WHEREAS,
the purchase price is based on the fair market value appraisal of similar
property; and
NOW, THEREFORE, BE IT RESOLVED
that the City Council of the City of Dublin does
hereby approve the Purchase and Sale Agreement with the ACSPA.
BE IT FURTHER RESOLVED
that the City Council does hereby authorize the City
Manager to execute the Purchase and Sale Agreement substantially in the form attached
hereto; to make revisions to the Purchase and Sale Agreement, with the advice of counsel,
which do not materially or substantially increase the City's obligations thereunder; to sign all
documents, to make all approvals and take all actions necessary or appropriate to carry out and
implement the Purchase and Sale Agreement and to administer the City's obligations,
responsibilities and duties to be performed under the Purchase and Sale Agreement.
PASSED, APPROVED AND ADOPTED
this 6th day of May, 2014, by the following vote:
AYES
:
NOES
:
ABSENT
:
ABSTAIN
:
______________________________
Mayor
ATTEST
:
_________________________________
City Clerk
ATTACHMENT 1
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT(this “Agreement”) is entered into
effective as of__________________, 2014 (the “Effective Date”),by and between Surplus
Property Authorityof Alameda County, a public corporation (“Seller”),and the City of Dublin, a
California municipal corporation (collectively, “Buyer”). Seller and Buyer are hereinafter
referred to individually as a “Party”and collectively as the “Parties.”
RECITALS
A.Seller is the fee owner of that certain real property in Alameda County,
California, consisting of the following two parcels: an approximate 4.51 acre parcel north of
Dublin Boulevard and west of Arnold Road, identified as Alameda County Assessor’s Parcel
Number 986-0034-006 (“Parcel 1”) and an approximate 4.22 acre parcel adjacent to Parcel 1,
identified as Alameda County Assessor’s Parcel 986-0034-002 (“Parcel 2”), located in the City
of Dublin, and more particularly described in Exhibit Aattached hereto and incorporated herein
by this reference (collectively, the “Land”).
B.On November 19, 2002, Buyer approved the Dublin Transit Center General
Plan/Specific Plan Amendment (the “2002 General Plan/Specific Plan Amendment”) that,
among other things, designated the Land as a communitypark site and specified that Buyer
would acquire the Land from the Seller.
C.On November 5, 2013, Buyer approved the Dublin Crossings Specific Plan and
General Plan that changed the planning designation and zoning for the Land to General
Commercial/DC High Density Residential.
D.In accordance with the terms and conditions contained hereinand in satisfaction
of any and all obligations with respect to the acquisition and sale of the Land pursuant to the
2002 General Plan/Specific Plan Amendment, Buyer desires to purchase, and Seller desires to
sell, the Land together with all improvements located thereon and all easements, hereditaments,
and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land (all
of the foregoing collectively hereinafter, the “Property”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows.
1.Agreement to Sell and Purchase.Seller agrees to sell and Buyer agrees to
purchase the Property subject to the terms and conditions of this Agreement.Buyer and Seller
agree and acknowledge that by entering into this Agreement Seller has satisfied any and all
obligations to Buyer with respect to theProperty,whether under the 2002 General Plan/Specific
Plan Amendmentor otherwise, and that, if this Agreement is terminated for any reason other
than Seller’s Default(as defined in Section 19), Seller shall have no further obligation to sell the
Property to Buyer.and Buyer agrees that Seller shall thereafter have the right to pursue the sale
of the Land for private development, which development would be subject to applicable laws,
rules and regulations.
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2.Purchase Price. The purchase price for the Property shall be Eight Million Two
Hundred Fifty Thousand and 00/100 Dollars ($8,250,000.00) (“Purchase Price”). The Purchase
Price shall be paid in cash at the Closing.
3.Conveyance of Title.At the Close of Escrow (defined in Section 9), Seller shall
convey by grant deed to Buyer marketable fee simple title to the Property, free and clear of all
recorded and unrecorded liens, encumbrances, assessments, leases and taxes except:
(a)taxes and assessments for the fiscal year in which the escrow for this transaction
closes, which shall be prorated as of the Close of Escrow, and all taxes and assessments for
future periods;
(b)such other conditions, liens, encumbrances, restrictions and exceptions as may be
approved in writingby Buyer or deemed approved in accordance with the provisions of this
Agreement; and
(c)any matters of record consented to by Buyer or caused by the acts or omissions of
Buyer or its authorized representatives(collectively, “Permitted Exceptions”).
4.Escrow; Escrow Instructions.Upon execution of this Agreement, the Parties
shall establish an escrow (the “Escrow”) to consummate the purchase and sale of the Property
pursuant to the Agreement, at the office of Chicago Title Company(“Title Company”or
“Escrow Agent”)located at One Kaiser Plaza, Suite 745, Oakland, California94612. When this
Agreement is executed by Seller and Buyer the Parties shall deposit with Escrow Holder a copy
of the fully executed Agreement, or of executed counterparts of this Agreement, which shall
serve as the joint escrow instructions of Buyer and Seller for this transaction, together with such
additional instructions consistent with this Agreement as may be executed by the Parties and
delivered to the Escrow Agent. The date of such deposit shall constitute the “Opening of
Escrow.”
5.Title Documents.
(A)Preliminary Title Report.Attached to this Agreement as ExhibitCis a copy of
a preliminary report covering the Property issued by Title Company dated September 17, 2013,
Title No.13-58205101-MG. Buyer acknowledges that Seller has previously provided Buyer
with access to legible copies of,all instruments and documents referenced in such preliminary
report as title exceptions(“Title Exceptions”). The preliminary report and copies of the Title
Exceptions are referred to collective as the “Preliminary Report.”
(B)Survey. Within ninety (90) days following expiration of the Feasibility Period
(defined below), Buyer shall, at its sole expense, obtain and furnish to Seller and Title Company
a copy of an ALTA Survey of the Property.
(C)Title Exceptions. Buyer shall have thirty (30) days following the Effective Date
in which to deliver written notice to Seller of any Title Exceptions disapproved by Buyer
(“Disapproved Title Exceptions”). Any Title Exceptionsnot so disapproved by Buyer within
that 30-day period shall be conclusively deemed to have been approvedby Buyer.If Buyer
disapproves of any Title Exceptions, Seller shall, within fifteen (15) days following Seller’s
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receipt of Buyer’s notice, notify Buyer of those Disapproved Exceptions that Seller will or will
not (in Seller’s sole discretion) remove from title or cause Title Company to endorse over
(subject to Buyer’s reasonable approval). In the event that Seller does not agree to remove or
cause Title Company to endorse over all Disapproved Title Exceptions to Buyer’s satisfaction,
Buyer shall have the option, in its sole discretion, to terminate this Agreement or to accept title
subject to such Disapproved Title Exceptions. In the event Buyer elects to terminate this
Agreement, any funds and documents deposited into Escrow by or on behalf of the Parties shall
be returned to the depositing Party, and all rights and obligations hereunder shall terminate
except for those rights and obligations which expressly survive termination pursuant to the terms
of this Agreement.
(D)Title Insurance. It shall be a condition to the Close of Escrow that Title
Company issue an ALTA Owner’s Title Insurance Policy (“Title Policy”) in the amount of the
Purchase Price forthe benefit and protection of Buyer, showing title to the Property vested in
Buyer, subject only to the Permitted Exceptions, including such endorsements as may reasonably
be requested by Buyer, upon the Close of Escrow, and conditioned only upon the payment of the
premium for the Title Policy and all Buyer requested endorsements.
6.Feasibility Review.
(A)Seller’s Delivery of Due Diligence Materials.Within ten (10) Business Days
after the Effective Date,Seller shall, to the extent Seller has not previously done so, provide
Buyer with copies of all reports, studies, surveys, contracts, agreements and analyses relating to
the physical and/or environmental condition of the Property in Seller’s possession or control
(collectively, the “DisclosureMaterials”), exclusive of the reports identified in ExhibitD(the
“Environmental Reports”); provided, that Seller shall not be deemed to make any
representation to Buyer regarding the accuracy, completeness, methodology or current status of
third party reports, nor shall Seller assume any liability with respect to any matter or information
referred to or contained in such reports, nor shall Buyer have any claim against Seller or any
Authorized Representative of Seller arising out of the contents of such reports. Seller shall make
the Environmental Reports available to Buyer for inspection at Seller’s offices at Alameda
County General Services Agency, Environmental Services Division, 1401 Lakeside Drive,
Oakland, California.Seller shall further provide to Buyer any additional Disclosure Materials
relating to the physical and/or environmental condition of the Property that come into the
possession or control of Seller after the Effective Dateand before the Close of Escrow.
(B)Buyer’s Reports.Buyer shall provide Seller with copies of all reports and
studies prepared by or on behalf or Buyer relating to the environmental condition of the Property,
provided, that Buyer shall not be deemed to make any representation to Seller regarding the
accuracy, completeness, methodology or current status of such third party reports, nor shall
Buyer assume any liability with respect to any matter or information referred to or contained in
such reports, nor shall Seller have any claim against Buyer or any consultant of Buyer arising out
of the contents of such reports.
(C)Buyer’s Feasibility Period. Buyer shall have one hundred eighty (180) days
after the Effective Date in which to determine whether to approve the condition of the Property
and any other factors that Buyer, in its sole discretion, deems relevant in connection with the
000299.0055\3458717.3
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purchase, ownership and development of the Property (the “Feasibility Period”). Prior to the
expiration of the Feasibility Period, Buyer shall give Seller written notice either: (i) that Buyer
has approved its feasibility review and will proceed to Closing, or (ii) that Buyer has disapproved
its feasibility review, in which case this Agreement shall terminate and the Parties shall have no
further obligation to each otherexcept for those rights and obligations whichexpressly survive
termination pursuant to the terms of this Agreement.Failure by Buyer to give notice of approval
or disapproval of its feasibility review before the expiration of the Feasibility Period shall be
deemed disapproval thereof.
(D)Site Maintenance.From and after the Effective Date, Buyer shall assume
responsibility for maintenance of the Property, including required weed abatement and removal
of debris from the drainage canal thereon;provided, however, that Buyer shall not assume any
responsibility or be deemed responsible for any capital costs of improving or modifying the
Property, including the drainage canal thereon, except to the extent required by any local, State
of California, federalor other applicable governmental or quasi-governmental agency, body or
authority having jurisdiction over the Property (individually an “Authority,” and collectively,
the “Authorities”).
(E)Buyer’s Right of Entry.Seller hereby grants Buyerand its Authorized
Representatives (as defined in Section 37), a license to enter and conduct upon the Property, at
Buyer’s sole expense, such inspections, studies, tests, surveys and assessments with respect to
the Property and such other matters as Buyer, in its sole and absolute discretion, deems
appropriate to perform its due diligence during the Feasibility Period, during regular business
hours and upon not less than three (3)Business Days’advance telephonic or email noticeto
Stuart Cook (“Seller’s Director”) at the contact information set forth in Section22(A), orother
Authorized Representative as designated by Seller. Buyer and its Authorized Representatives
shall comply with all applicable laws with respect to the performance of such due diligence, and
upon the completion thereof shall restore to Property to substantially the condition it was in prior
to conducting such due diligence. Buyer agrees to indemnify, defend and hold Seller,the County
of Alameda, and their respective board members, and Authorized Representatives harmless from
any and all claims, suits, actions, damages, costs, expenses liabilities,liens (including, without
limitation, mechanics’ liens) and encumbrancesresulting from or arising out of any entry by
Buyer or Buyer’s Authorized Representatives on the Property, any non-compliance with
applicable laws, or any breach of this Agreement. Notwithstanding the above, Buyer’s
obligations to restore the Property and to indemnify and hold Seller harmless shall not extend to
any damage resulting from any one or more of the following: (i) the mere discovery of
HazardousMaterials on the Property; or (ii) negligence or willful misconduct of Seller or its
Authorized Representatives.The foregoing obligations of Buyer shall survive Close of Escrow
or termination of this Agreement.
The provisions of this Section6(E)to the contrary notwithstanding, Buyer shall
not conduct any biological investigations or studies or any invasive investigation, inspection, or
test on the Property without prior written notice to Seller’s Director of the proposed
investigation, study, inspection or test (including, with respect to any Hazardous Materials
invasive testing, a written plan for such testing) and Seller’s Director’s approval thereof,which
will not be unreasonably withheld, conditioned or delayedand will be deemed given if Seller’s
Director has not given its approval or reasonable disapproval within ten (10) Business Days after
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receipt of Buyer’s notice of the proposed investigation, study, inspection or test (and any
required written plan). Additionally, Buyershall provide to Seller for Seller’s review and
approval (which approval will not be unreasonably withheld, conditioned or delayed) copies of
drafts of any reports prepared in connection with any such activitiesprior to the reports
becoming final and submitted to third parties (includingAuthorities).Seller’s failure to
disapprove of any draft report within ten (10) Business Daysof Seller’s receipt will conclusively
be deemed approval by Seller of the draft report in question.Seller’s failure, if any,to approve
such draft reports shall not prevent City from relying on said draft reports in deciding whether to
approve the condition of the Property.
For purposes of this Agreement, the term “Hazardous Materials”shall mean any
substance, product, waste or other material of any nature whatsoever that is, or becomes, listed,
regulated or addressed pursuant to State or federal law, including, without limitation, the
Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section
9601et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the
Clean Water Act, 33 U.S.C. Section 1251 et seq.; and the California Hazardous Waste Control
Act, Health and Safety Code Section 21500 et seq.
(F)Insurance.Prior to exercise of the right of entry granted in Section6(E)by any
Authorized Representative other than an employee of the City of Dublin, Buyer shall provide
Seller with satisfactory evidence, in the form of a certificate of insurance, that Buyer’s
Authorized Representative is insured under commercial general liability and automobile liability
insurance policies terminable only after ten (10) days advance written notice to Seller, each
policy to be in an amount of not less than One Million Dollars ($1,000,000) combined single
limit per occurrence for bodily injury and property damage, and naming Seller as an additional
insured.
7.Closing Documents and Funds.
(A)Seller.
(a)No later than one (1)Business Day prior to the Close of Escrow (the
“Closing Date”), Seller shall deposit into escrow all of the following:
(i)a Grant Deed, substantially in the form attached hereto as
ExhibitB(“Grant Deed”), duly executed and acknowledged, conveying to Buyer good and
marketable fee simple title to the Property, subject only to the Permitted Exceptions approved
pursuant to this Agreement;and
(ii)such additional duly executed instruments and documents as the
Escrow Agent may reasonably require to consummate the transaction contemplated hereby.
(b)Unless Seller elects to have the following charges deducted from the funds
to be distributed to Seller at Close of Escrow, no later than one (1) Business Day prior to Close
of Escrow, Seller shall deposit into Escrow immediately available funds in the amount necessary
to pay any Alameda County documentary or other Alameda County transfer taxes applicable to
the sale of the Property.
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(B)Buyer.
(a)No later than one (1) Business Day prior to the Closing Date, Buyer shall
deposit into Escrow all of the following:
(i)a duly executed Certificate of Acceptance pursuant to California
Government Code Section 27281, if applicable; and
(ii)such additional duly executed instruments and documents as the
Escrow Agent may reasonably require to consummate the transaction contemplated hereby.
(b)No less than one (1) Business Day prior to the Close of Escrow, Buyer
shall deposit into escrow all of the following:
(i)the Purchase Price, as adjusted by any prorations between the
Parties;
(ii)all applicable recording charges;
(iii)any City of Dublin documentary or other City of Dublin transfer
taxes applicable to the purchase of the Property;
(iv)the cost of the Title Policy and any requested endorsements; and
(v)all other standard costs and charges of the Escrow.
8.AS-IS Sale; Release.
(A)Buyer acknowledges and agrees that: (i) prior to the Closing Date, Buyer shall
have availed itself of the opportunity to perform due diligence with respect to the Property, in
Buyer’s discretion, including examination of the legal, environmental, zoning, land use, seismic,
title, survey and physical characteristics and condition of the Property; (ii) by purchasing the
Property, Buyer shall be deemed to have approved of all such characteristics and conditions; (iii)
the Property is to be purchased, conveyed to, and accepted by Buyer in its present condition, “AS
IS”WHERE IS AND WITH ALL FAULTS, and no patent or latent defect or deficiency in the
condition of the Property, whether or not known or discovered, shall affect the rights of either
Seller or Buyer hereunder, nor shall the Purchase Price be reduced as a consequence thereof.
Except as specifically set forth in Section14, Seller does not make any representations or
warranties of any kind whatsoever, either express or implied, with respect to the Property or any
related matters. Buyer acknowledges that it shall purchase the Property on the basis of Buyer’s
own investigation of the physical and environmental conditions of the Property, including all
subsurface conditions, and Buyer assumes the risk that adverse physical, environmental or other
conditions may not have been revealed by its investigation. Buyer shall be solely responsible, at
its cost and expense, for the extension or delivery to the Property of any and all necessary utility
and other services including, without limitation, sanitary sewer, water, storm water,gas,
electricity and telecommunications, and for all connection fees and costs payable to connect such
utilities to service lines outside of the boundaries of the Property.The provisions of this Section
shall survive Close of Escrow.
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(B)Release.Effectiveas of the Close of Escrow, Buyer, for itself, its successors and
assigns, hereby waives, releases, acquits and forever discharges Seller and its Authorized
Representatives, of and from, any claims, actions, causes of action, demands, rights, damages,
costs, expenses, penalties, fines or compensation whatsoever, direct or indirect, at any time on
account of or in any way arising out of or in connection with the known or unknown physical,
environmental or other condition of the Property. Buyer expressly waives the provisions of
California Civil Code §1542, which provides: “A general release does not extend to claims
which the creditor does not know or suspect to exist in his or her favor at the time of executing
the release, which if known by him or her must have materially affected his or her settlement
with the debtor.”
9.Close of Escrow.The Parties agree that the Closing Date will occur no later than
December 31, 2016, unless this Agreement is terminated pursuant to the terms hereof or
extended by mutual agreement of the Parties. Escrow Holder shall prepare and sign final
Closing Statements showing all receipts and disbursements and deliver copies to Buyer and
Seller and, if applicable, shall file with the Internal Revenue Service (with copies to Buyer and
Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code.
The Escrow Agent shall close Escrow by: (i) causing the Grant Deed to be recorded in the
official records of Alameda County, California; (ii) issuing the Title Policy and delivering same
to Buyer; (iii) delivering to Seller the monies constituting the Purchase Price less prorated
amounts and charges to be paid by or on behalf of Seller; and (iv) delivering to Buyer the
original Grant Deed, together with a conformed copy thereof indicating recording information
thereon. Possession of the Property shall be delivered to Buyer at the Close of Escrow.Buyer’s
acceptance of the Grant Deed shall constitute Buyer’s agreement to accept title to the Property
subject to the Permitted Exceptions, and Buyer waives the provisions of California Civil Code
Section 1113(2) to the contrary.
10.Closing Costs.Closing costs shall be paid as set forth in Section 7herein. Each
Party shall be responsible for the cost of its legal counsel and other advisory professionals. All
other fees and miscellaneous costs not referenced in Section 7shall be allocated in accordance
with the custom in Alameda County.
11.Prorations.At the Close of Escrow, the Escrow Agent shall make the following
pro-rations: (i) property taxes, if any,shall be prorated as of the Close of Escrow based upon the
most recent tax bill available, including any property taxes which may be assessed after the
Close of Escrow but which pertain to the period prior to the transfer of title to the Property to
Buyer, regardless of when or to whom notice thereof is delivered; and (ii) any bond or
assessment that constitutes a lien on the Property at the Close of Escrow shall be assumed by
Buyer.
12.Buyer’s Conditions to Closing.The Close of Escrow and Buyer’s obligation to
purchase the Property are conditioned upon: (i) the performance by Seller of each obligation to
be performed by Seller under this Agreement within the applicable time period, or the waiver by
Buyer of such obligation; (ii) Seller’s representations and warranties contained in this Agreement
being true and correct in all material respects as of the Effective Date and, subject to the
provisions of Section 14(C), as of the Close of Escrow; and (iii) the commitment by Title
000299.0055\3458717.3
7
Company to issue and deliver the Title Policy, subject only to the Permitted Exceptions and
payment of the regularly scheduled premium therefor.
Should any condition to closing fail to occur, excepting any such conditions that have
been waived by Buyer,Buyer shall have the right, exercisable by giving written notice to Seller
and subject to the notice and cure provisions of Section 19, to cancel the Escrow, terminate this
Agreement, and recover any and all amounts paid by Buyer to Seller or deposited with the
Escrow Agent by or on behalf of Buyer. The exercise of this right by Buyer shall not constitute a
waiver by Buyer of any other rights Buyer may have at law or in equity.
13.Seller’s Conditions to Closing.The Close of Escrow and Seller’s obligation to
sell the Property pursuant to this Agreement are conditioned upon: (i) the performance by Buyer
of each obligation to be performed by Buyer under this Agreement within the applicable time
period, or waiver by Seller of such obligation; and (ii) Buyer’s representations and warranties
contained in this Agreement being true and correct in all material respects as of the Effective
Date and the Close of Escrow.
Should any condition to closing fail to occur, excepting any such conditions that have
been waived bySeller, Sellershall have the right, exercisable by giving written notice to Buyer
and subject to the notice and cure provisions of Section 19, to cancel the Escrowandterminate
this Agreement. The exercise of this right by Seller shall not constitute a waiver by Seller of any
other rights Seller may have at law or in equity.
14.Seller’s Representations and Warranties.Seller hereby represents and
warrants that, except as disclosed in the Environmental Reports and other Disclosure Materials,
or as otherwise disclosed in writing to Buyer, as of the Effective Date: (i) to Seller’s actual
knowledge there are no buried or partially buried storage tanks located on the Property; (ii)
Seller has received no written notice, warning, notice of violation, administrative complaint,
judicial complaint, or other formal or informal notice alleging that conditions on the Property are
in violation of any environmental law or informing Seller that the Property is subject to
investigation or inquiry regarding Hazardous Materials on the Property or the potential violation
of any environmental law; (iii) to Seller’s actual knowledge there is no monitoring program
required by the Environmental Protection Agency or any other governmental agency currently in
effect concerning theProperty; (iv) to Seller’s actual knowledge the Property has never been
used as a dump or landfill; (v)to Seller’s actual knowledge Seller has disclosed to Buyer all
material information, records, and studies in Seller’s possession or reasonably available to Seller
relating to the Property concerning Hazardous Materials; (vi)Seller has not received any notice
from any Authority of any threatened or pending zoning, building, fire, or health code violation
or violation of other governmental regulations concerning the Property that have not previously
been corrected; (vii)no contracts, licenses, leases or commitments regarding the maintenance or
use of the Property or allowing any third party rights to use the Property are in force which affect
the Propertyor which will survive Close of Escrow; (viii) to Seller’s actual knowledge there are
no threatened or pending actions, suits, or administrative proceedings against or affecting the
Property or any portion thereof or the interest of Seller in the Property;(ix) to Seller’s actual
knowledge there are no threatened or pending condemnation, eminent domain, or similar
proceedings affecting the Property or any portion thereof; (x) Seller has not received any notice
from any insurer of defects of the Property which have not been corrected; (xi) Sellerhas no
000299.0055\3458717.3
8
actual knowledge that any information that Seller has delivered to Buyer, either directly or
through Seller’s agents, is inaccurate or incompletein any material respect; (xii) Seller is not a
“foreign person”under Section 1445 of the Internal Revenue Code; and (xiii) Seller has
disclosed all material facts concerning the Property which are actually known to Seller.
Seller further represents and warrants that this Agreement and all other documents
delivered orto be delivered in connection herewith prior to or at the Close of Escrow: (a) have
been duly authorized, executed, and delivered by Seller; (b) are binding obligations of Seller;
(c)are collectively sufficient to transfer all of Seller’s right, title and interest in and to the
Property; and (d) do not violate the provisions of any agreement to which Seller is a party or
which affects the Property. Seller further represents and warrants that the person(s) who has
(have) executed this Agreement on behalf of Seller is (are) authorized to do, that Seller has the
legal right to enter into this Agreement and to perform all of its terms and conditions, and that
this Agreement is enforceable against Seller in accordance with its terms.
Each of the representations and warranties made by Seller inclauses (v), (vii), (xii) and
(xiii) of the first paragraph of this Section 14shall be deemed to be made again as of Close of
Escrow.Seller shall notify Buyer if Seller becomes aware of any facts that would cause anyof
the representations contained in this Agreement to be materially untrue as of the Close of Escrow
and which would adversely affect the development of the Property. If, before the Closing Date,
Buyer reasonably believes that a fact so disclosed by Seller materially (i.e., reasonably likely to
cost in excess of $100,000 to correct) and adversely affects development of the Property, Buyer
shall have the option to terminate this Agreement by delivering written notice thereof to Seller.
In the event Buyer elects to terminate this Agreement, any funds and documents deposited into
Escrow by or on behalf of Buyer shall be returned to Buyer, and all rights and obligations
hereunder shall terminate unless expressly stated herein to survive termination. In the event
Buyer elects to proceed to Close of Escrow notwithstanding Buyer’s knowledge of the material,
adverse condition, Buyer shall be deemed to have accepted the subject condition to the same
extent as if Buyer had discovered the condition itself and had nevertheless approved said
condition.
Seller shall indemnify, defend and hold harmless Buyer from all loss, cost, liability,
expense, damage or other injury, including without limitation, attorneys’fees and all other costs
and expenses incurred by reason of, or in any manner resulting from the breach of any
representation or warranty contained in this Section. This indemnification shall survive
termination of this Agreement and the consummation of the Close of Escrow.
Seller makes no representation or warranty other than those specifically and expressly
stated in this Section14. Seller makes no representation, express or implied, that the Property or
its condition is suitable for the Buyer’s intended use. As used in this Agreement, the phrase
“Seller’s actual knowledge” and other references to Seller’s knowledgerefers only to the actual
knowledge of Stuart Cook, without having conducted, and without any obligation to conduct,
any independent investigation orinquiry.
15.Seller’s Covenants.Seller covenants that from the Effective Date and through
the Closing Date, Seller: (i) shall not permit any liens, encumbrances, or easements to be placed
on the Property, other than Permitted Exceptions; (ii) shall not market the Property or negotiate,
000299.0055\3458717.3
9
solicit, accept orenter into any letter of intent, offer, non-disclosure agreement, option
agreement, purchase agreement, lease agreement or any other agreement regarding the use, sale,
rental, management, repair, improvement, or any other matter affecting the Property that would
be binding on Buyer or the Property after the Close of Escrow without the prior written consent
of Buyer; (iii) shall not permit any act of waste or act that would tend to diminish the value of the
Property for any reason, except that caused by ordinary wear and tear; and (iv) shall, except to
the extent of Buyer’s obligations under Section 6(D)of this Agreement,maintain the Property in
its condition as of the Effective Date, ordinary wear and tear excepted, and shall manage the
Property substantially in accordance with Seller’s established practices.
16.Buyer’s Representations, Warranties and Covenants.Buyer represents,
warrants and covenants that this Agreement and all other documents delivered in connection
herewith, prior to or at the Close of Escrow: (i) have been duly authorized, executed, and
delivered by Buyer; (ii) are binding obligations of Buyer; and (iii) do not violate the provisions
of any agreement to which Buyer is a party. Buyer further represents and warrants that the
persons who have executed this Agreement on behalf of Buyer are duly authorized to do, that
Buyer has the legal right to enter into this Agreement and to perform all of its terms and
conditions, and that the Agreement is enforceable against Buyer in accordance with itsterms.
17.Indemnification.
(A)Seller Indemnification. Seller agrees to defend, indemnify and hold Buyer
harmless from and against any and all claims, liens, demands, losses, damages, liabilities, fines,
penalties, charges, administrative and judicial proceedings and orders, and all costs incurred in
connection therewith (including without limitation actual attorneys’fees and costs of experts and
consultants) arising from (i) any obligation of Seller not expressly assumed by the Buyer related
to the ownershipor operation of the Property prior to the Closing Date, but excluding any
obligation related to existing Hazardous Materials; and (ii) the breach of any of Seller’s
representations made under this Agreement. The indemnity contained in this subsection shall
survive the termination of this Agreement and the consummation of the Close of Escrow.
(B)Buyer Indemnification. Buyer agrees to defend, indemnify and hold Seller
harmless from and against any and all claims, liens, demands, losses, damages, liabilities, fines,
penalties, charges, administrative and judicial proceedings and orders, and all costs incurred in
connection therewith (including without limitation actual attorneys’fees and costs of experts and
consultants) arising from (i) any obligation of Buyer related to the ownership or operation of the
Property after the Closing Date; and (ii) the breach of any of Buyer’s representations made under
this Agreement. The indemnity contained in this section shall survive the termination of this
Agreement and the consummation of the Close of Escrow.
18.Damage and Destruction.In the event of any damage or other loss to the
Property, or any portion thereof, caused by fire or other casualty prior to the Close of Escrow,
Seller shall have no responsibility therefor (except to the extent caused by the willful acts or
omissions of Seller or Seller’s Authorized Representatives) and Buyer shall not be entitled to
terminate this Agreement, but shall be obligated to close the escrow and purchase the Property as
provided in this Agreement, without abatement in the Purchase Price.
000299.0055\3458717.3
10
19.Defaults, Remedies, Termination. Either Party shall be in default of this
Agreement (“Default”) if such Party fails to keep, observe or perform any of its covenants,
duties or obligations under this Agreement, and the default continues for a period of thirty (30)
days, unless a different time period is specified herein, after written notice thereof from the non-
defaulting Party to the defaulting Party, or in the case of a Default that cannot with due diligence
be cured within thirty (30) days or other time specified for herein, the defaulting Party fails to
prosecute the curing of such Default with due diligence and in good faith to completion. Either
Party shall have the right to terminate this Agreement upon a Default and expiration of any
applicable cure period, and in accordance with the terms of this Agreement, in addition to
pursuing all remedies available under law or equity. Except as otherwise provided herein, the
rights and remedies of the Parties shall be cumulative; provided, however, that neither Party shall
have a right to recover consequential damages.
20.Brokers.Each Party warrants and represents to the other that no person or entity
can properly claim a right to a real estate commission, brokerage fee, finder’s fee, or other
compensation with respect to the transaction contemplated by this Agreementas a result of that
Party’s acts. Each Party agrees to defend, indemnify and hold harmless the other Party from any
claims, expenses, costs or liabilities arising in connection with a breach of this warranty and
representation. The terms of this Section shall survive the termination of this Agreement and
the consummation of the Close of Escrow.
21.Assignment.Subject to the following paragraph, Buyer may not assign this
Agreement or its rights and obligations hereunder without first obtaining Seller’s written
approval of such assignment, which approval may be granted or withheld in Seller’s sole
discretion.
Concurrent with the Close of Escrow, Buyer shall have the absolute right to assign all of
its rights and obligations under this Agreement, or substitute for itself a nominee, to any
partnership, limited liability company or corporationthat will take title to the Property at the
Closing, provided that said assignee assumes the provisions of this Agreement in writing, for the
benefit of the Seller. Notice to Seller of such assignment shall be in the form of a fully-executed
original assignment and assumption agreementin the form attached to this Agreement as Exhibit
E.No such assignment shall release Buyerfrom its obligations under this Agreement. Seller
shall not have the right to assign all or any portion of its interest in this Agreement without
Buyer’s prior written consent.
22.Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective
addresses specified below or to such other address as a Party may designate by written notice
delivered to the other parties in accordance with this Section. All such notices shall be sent by:
(i)personal delivery, in which case notice is effective upon delivery;
or
(ii)certified or registered mail, return receipt requested, in which case
notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or
000299.0055\3458717.3
11
(iii)nationally recognized overnight courier, with charges prepaid or
charged to the sender’s account, in which case notice is effective on delivery if delivery is
confirmed by the delivery service; or
(iv)email transmission, in which case notice shall be deemed delivered
upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first-
class or certified mail or by overnight delivery, or (b) a transmission report is generated
reflecting the accurate transmission thereof. Any notice given by email shallbe considered to
have been received on the next Business Day if it is received after 5:00 p.m. recipient’s time or
on a non-Business Day.
City of Dublin
Buyer:
100 Civic Plaza
Dublin, CA 94568
(925) 833-6650
Attention To: Chris Foss, City Manager
Surplus Property Authority of Alameda County
Seller:
224 West Winton Avenue, Room 110
Hayward, California 94544
Attn.: Stuart Cook
Email: stuart.cook@acgov.org
Surplus Property Authority of Alameda County
With a copy to:
224 West Winton Avenue, Room 110
Hayward, California 94544
Attn.: Director of Community Development
Email: chris.bazar@acgov.org
Wendel, Rosen, Black & Dean LLP
And an additional copy to:
1111 Broadway, Suite 2400
Oakland, California 94607
Attn.: Timothy S. Williams
Email: twilliams@wendel.com
Title Company:Chicago Title Company
One Kaiser Plaza, Suite 745
Oakland, California94612
Attn: Laurie J. Edwards, Vice President
Email: EdwardsL@CTT.com
23.Litigation Costs.If any legal action or any other proceeding, including
arbitration or action for declaratory relief, is brought for the enforcement of this Agreement or
because of an alleged breach or default in connection with this Agreement, the prevailing Party
shall be entitled to recover reasonable attorneys’fees and other costs, in additionto any other
relief to which such Party may be entitled.
000299.0055\3458717.3
12
24.Waivers; Modification.No waiver of any Default or breach of any covenant or
provision of this Agreement shall be deemed a waiver of any other Default, covenant or
provision hereof, and no waiver shall be valid unless in writing and executed by the waiving
Party. An extension of time for performance of any obligation or act shall not be deemed an
extension of the time for performance of any other obligation or act, and no extension shall be
valid unless in writing and executed by the waiving Party. This Agreement may be amended or
modified only by a written instrument executed by the Parties.
25.Successors.This Agreement shall bind and inure to the benefit of the respective
personal representatives, successors and assignees of the Parties.
26.Provisions Not Merged With Deed.None of the provisions, terms,
representations, warranties and covenants of this Agreement are intended to or shall be merged
by the Grant Deed, and neither the Grant Deed nor any other document shall affect or impair the
provisions, terms, representations, warranties and covenants contained herein. Without limiting
the generality of the foregoing, Seller’s representations, warranties and covenants contained
herein shall survive the Close of Escrow.
27.Construction.The section headings used herein are solely for convenience and
shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is
the product of negotiation and compromise on the part of both Parties, and the Parties agree, that
since both Parties have participated in the negotiation and drafting of this Agreement, this
Agreement shall not be construed as if prepared by one of the Parties, but rather according to its
fair meaning as a whole, as if both Parties had prepared it.
28.Action or Approval.Where action and/or approval by Buyer is required under
this Agreement, Buyer’s City Manager may act on and/or approve such matter unless the City
Manager determines in his or her discretion that such action or approval requires referral to City
Council for consideration. The time periods afforded Buyer for any event, inspection, feasibility,
due diligence, escrow closing or otherwise shall not be extended by any such referral to the City
Council.
29.Entire Agreement.This Agreement, including Exhibits A,B,C,Dand E
attached hereto and incorporated herein by this reference, contains the entire agreement between
the Parties with respect to the subject matter hereof, and supersedes all prior writtenor oral
agreements, understandings, representations or statements between the Parties with respect to the
subject matter thereto.
30.Counterparts.This Agreement may be executed in one or more counterparts,
each of which shall be an original and all of which taken together shall constitute one and the
same instrument.
31.Severability.If any term, provision, or condition of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement
shall continue in full force and effect unless the rights and obligations of the Parties have been
materially altered or abridged thereby.
000299.0055\3458717.3
13
32.No Third Party Beneficiaries.Nothing in this Agreement is intended to or shall
confer upon any person, other than the Parties and their respective successors and assigns, any
rights or remedies hereunder.
33.Parties Not Co-Venturers.Nothing in this Agreement is intended to or shall
establish the Parties as partners, co-venturers, or principal and agent with one another.
34.Non-Liability of Officials, Employees and Agents.No member, official,
employee or agent of Buyer or Seller shall be personally liable to the other Party or its successors
in interest in the event of any Default or breach by a Party or for any amount which may become
due to a Party or its successors in interest pursuant to this Agreement.
35.Time of the Essence.Time is of the essence for each condition, term, obligation
and provision of this Agreement.
36.Governing Law.This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to principles of conflicts of
laws.
37.Definitions. In addition to other defined words and phrases in this Agreement,
the following defined phrases have the following meanings:
(A)“EffectiveDate” means the date by which Buyer has executed and delivered the
Agreement to Seller and the Agreement has been approved by the Alameda County Board of
Supervisors. Seller will promptly notify Buyer of the approval of the Agreement by the Alameda
County Board of Supervisors and will deliver a fully-executed copy of the Agreement (including
Escrow Agent’s execution of the attached Acceptance by EscrowAgent) upon execution by
Seller and EscrowAgent.
(B)“Authorized Representatives” refers to the directors, officers, employees,
partners, agents or contractors retained by, or employed by a Party.
(C)“Business Day” means any day other than: (i) a Saturday, (ii) a Sunday, or (iii)
days on which branches of national banks located in Alameda County, California areclosed.
Any deadline, unless otherwise set forth in this Agreement, will expire at 5:00 p.m., local time in
Alameda County, California. Should any deadline or date in this Agreement fall on a day other
than a Business Day, such deadline or date will be extended until the next Business Day.
[SIGNATURES ON FOLLOWING PAGE]
000299.0055\3458717.3
14
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
SELLER:BUYER:
SURPLUS PROPERTY AUTHORITY OF CITY OF DUBLIN, a California municipal
ALAMEDA COUNTY, a public corporationcorporation
By: _______________________________By: _______________________________
Name:_______________________________Name:_______________________________
Title:_______________________________Title:_______________________________
APPROVED AS TO FORM:APPROVED AS TO FORM:
Donna Ziegler, County Counsel
By: _________________________________By: _________________________________
William Fleishhacker, Deputy County
Counsel
ATTEST:ATTEST:
______________________________________________________________________
Clerk, Board of Supervisors and Surplus
PropertyAuthority, County of Alameda
000299.0055\3458717.3
15
ACCEPTANCE BY ESCROW AGENT
Escrow Agent hereby acknowledges that it has received a fully executed counterpart of
the foregoing Purchase and Sale Agreement and Joint Escrow Instructions and agrees to act as
Escrow Agent thereunder and to be bound by and perform the terms there of as such terms apply
to EscrowAgent.
CHICAGO TITLE COMPANY
Dated: _______________, 2014
By:_______________________________
Name:Laurie Edwards
Title:Vice President
000299.0055\3458717.3
16
Exhibit A
LEGAL DESCRIPTION
Parcels C and 3, Parcel Map 7395, filed October 31, 2000, Book 254 of Parcel Maps, Page 28,
Alameda County Records.
Assessor’s Parcel No.986-0034-002 (Parcel C) and 006 (Parcel 3)
A-1Purchase and Sale Agreement
000299.0055\3458717.3
Exhibit B
Recording Requested by
and when Recorded, return to:
EXEMPT FROM RECORDING FEESPER
GOVERNMENT CODE §§6103, 27383
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE)
GRANT DEED
For valuable consideration, receipt of which is hereby acknowledged, Surplus Property
Authorityof Alameda County,a publiccorporation, hereby grants to the [City of Dublin, a
California municipal corporation] or [_______________ [Assignee]] all that real property
locatedin the City of Dublin, County of Alameda, State of California described in Exhibit A
attached hereto and incorporated herein.
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of
________________, 201_.
GRANTOR
SURPLUS PROPERTY AUTHORITY OF ALAMEDA COUNTY,
a public corporation
By: _______________________________
Name:_______________________________
Title:_______________________________
000299.0055\3458717.3
EXHIBIT A to Grant Deed
(Attach legal description.)
A-1Purchase and Sale Agreement
000299.0055\3458717.3
State of California)
) ss.
County of Alameda )
On_____________________, 20____ before me, _____________________, a Notary Public, in
and for said State and County, 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.
_______________________________
NOTARY PUBLIC
A-2Purchase and Sale Agreement
000299.0055\3458717.3
Exhibit C
PRELIMINARY REPORT
A-1Purchase and Sale Agreement
000299.0055\3458717.3
CLTA Preliminary Report Form - Modified (11/17/06)
ATTACHMENT ONE
AMERICAN LAND TITLE ASSOCIATION
RESIDENTIAL TITLE INSURANCE POLICY (6-1-87) EXCLUSIONS
In addition to the Exceptions in Schedule B, you are not insured 3. Title Risks:
against loss, costs, attorneys' fees, and expenses resulting from:
that are created, allowed, or agreed to by you
É
1. Governmental police power, and the existence or violation
that are known to you, but not to us, on the Policy
É
of any law or government regulation. This includes building
Date-unless they appeared in the public records
and zoning ordinances and also laws and regulations
that result in no loss to you
É
concerning:
that first affect your title after the Policy Date - this does
É
land use
not limit the labor and material lien coverage in Item 8 of
É
improvements on the land
Covered Title Risks
É
land division
4. Failure to pay value for your title.
É
environmental protection 5. Lack of a right:
É
This exclusion does not apply to violations or the
to any land outside the area specifically described and
É
enforcement of these matters which appear in the public
referred to in Item 3 of Schedule A
records at policy date.
or
This exclusion does not limit the zoning coverage described
in streets, alleys, or waterways that touch your land
É
in Items 12 and 13 of Covered Title Risks.
This exclusion does not limit the access coverage in Item 5
2. The right to take the land by condemning it, unless:
of Covered Title Risks.
a notice of exercising the right appears in the public
É
records on the Policy Date
the taking happened prior to the Policy Date and is
É
binding on you if you bought the land without knowledge
of the taking
In addition to the Exclusions, you are not insured against loss, 3. Any facts about the land which a correct survey would
costs, attorneys' fees, and the expenses resulting from: disclose and which are not shown by the public records. This
1. Any rights, interests, or claims of parties in possession of the does not limit the forced removal coverage in Item 12 of
land not shown by the public records. Covered Title Risks.
2. Any easements or liens not shown by the public records. 4. Any water rights or claims or title to water in or under the
This does not limit the lien coverage in Item 8 of Covered land, whether or not shown by the public records.
Title Risks.
Attachment One (7/26/10)
ATTACHMENT ONE
(CONTINUED)
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY - 1990
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage (a) whether or not recorded in the public records at Date of
of this policy and the Company will not pay loss or damage, Policy, but created, suffered, assumed or agreed to by the
costs, attorneys' fees or expenses which arise by reason of: insured claimant;
1. (a) Any law, ordinance or governmental regulation (b) not known to the Company, not recorded in the public
(including but not limited to building and zoning laws, records at Date of Policy, but known to the insured claimant
ordinances, or regulations) restricting, regulating, and not disclosed in writing to the Company by the insured
prohibiting or relating (i) the occupancy, use, or enjoyment claimant prior to the date the insured claimant became an
of the land; (ii) the character, dimensions or location of any insured under this policy;
improvement now or hereafter erected on the land; (iii) a (c) resulting in no loss or damage to the insured claimant;
separation in ownership or a change in the dimensions or (d) attaching or created subsequent to Date of Policy; or
area of the land or any parcel of which the land is or was a (e) resulting in loss or damage which would not have been
part; or (iv) environmental protection, or the effect of any sustained if the insured claimant had paid value for the
violation of these laws, ordinances or governmental insured mortgage or for the estate or interest insured by this
regulations, except to the extent that a notice of the policy.
enforcement thereof or a notice of a defect, lien or 4. Unenforceability of the lien of the insured mortgage because
of the inability or failure of the insured at Date of Policy, or
encumbrance resulting from a violation or alleged violation
affecting the land has been recorded in the public records at the inability or failure of any subsequent owner of the
indebtedness, to comply with the applicable doing business
Date of Policy.
(b) Any governmental police power not excluded by (a) laws of the state in which the land is situated.
5. Invalidity or unenforceability of the lien of the insured
above, except to the extent that a notice of the exercise
thereof or a notice of a defect, lien or encumbrance resulting mortgage, or claim thereof, which arises out of the
transaction evidenced by the insured mortgage and is based
from a violation or alleged violation affecting the land has
been recorded in the public records at Date of Policy. upon usury or any consumer credit protection or truth in
lending law.
2. Rights of eminent domain unless notice of the exercise
thereof has been recorded in the public records at Date of 6. Any claim, which arises out of the transaction vesting in the
insured the estate or interest insured by this policy or the
Policy, but not excluding from coverage any taking which
has occurred prior to Date of Policy which would be binding transaction creating the interest of the insured lender, by
reason of the operation of federal bankruptcy, state
on the rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances, adverse claims, or other insolvency or similar creditors' rights laws.
matters:
SCHEDULE B, PART I
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by
reason of:
PART I
1. Taxes or assessments which are not shown as existing liens 4. Discrepancies, conflicts in boundary lines, shortage in area,
by the records of any taxing authority that levies taxes or encroachments, or any other facts which a correct survey
assessments on real property or by the public records. would disclose, and which are not shown by the public
Proceedings by a public agency which may result in taxes or records.
assessments, or notices of such proceedings, whether or not 5. (a) Unpatented mining claims; (b) reservations or exceptions
shown by the records of such agency or by the public in patents or in Acts authorizing the issuance thereof; (c)
records. water rights, claims or title to water, whether or not the
2. Any facts, rights, interests or claims which are not shown by matters excepted under (a), (b), or (c) are shown by the
the public records but which could be ascertained by an public records.
inspection of the land or which may be asserted by persons 6. Any lien or right to a lien for services, labor or material not
in possession thereof. shown by the public records.
3. Easements, liens or encumbrances, or claims thereof, not
shown by the public records.
Attachment One (7/26/10)
ATTACHMENT ONE
(CONTINUED)
FORMERLY AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92)
WITH A.L.T.A. ENDORSEMENT-FORM 1 COVERAGE
EXCLUSIONS FROM COVERAGE
labor or material or to the extent insurance is afforded herein
The following matters are expressly excluded from the coverage
of this policy and the Company will not pay loss or damage, as to assessments for street improvements under
construction or completed at Date of Policy); or
costs, attorneys' fees or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (e) resulting in loss or damage which would not have been
sustained if the insured claimant had paid value for the
(including but not limited to building and zoning laws,
ordinances, or regulations) restricting, regulating, insured mortgage.
4. Unenforceability of the lien of the insured mortgage because
prohibiting or relating to (i) the occupancy, use, or
enjoyment of the land; (ii) the character, dimensions or of the inability or failure of the insured at Date of Policy, or
the inability or failure of any subsequent owner of the
location of any improvement now or hereafter erected on the
land; (iii) a separation in ownership or a change in the indebtedness, to comply with applicable doing business laws
of the state in which the land is situated.
dimensions or area of the land or any parcel of which the
land is or was a part; or (iv) environmental protection, or the 5. Invalidity or unenforceability of the lien of the insured
mortgage, or claim thereof, which arises out of the
effect of any violation of these laws, ordinances or
governmental regulations, except to the extent that a notice transaction evidenced by the insured mortgage and is based
upon usury or any consumer credit protection or truth in
of the enforcement thereof or a notice of a defect, lien or
encumbrance resulting from a violation or alleged violation lending law.
6. Any statutory lien for services, labor or materials (or the
affecting the land has been recorded in the public records at
Date of Policy. claim of priority of any statutory lien for services, labor or
materials over the lien of the insured mortgage) arising from
(b) Any governmental police power not excluded by (a)
above, except to the extent that a notice of the exercise an improvement or work related to the land which is
contracted for and commenced subsequent to Date of Policy
thereof or a notice of a defect, lien or encumbrance resulting
from a violation or alleged violation affecting the land has and is not financed in whole or in part by proceeds of the
been recorded in the public records at Date of Policy. indebtedness secured by the insured mortgage which at Date
2. Rights of eminent domain unless notice of the exercise of Policy the insured has advanced or is obligated to
thereof has been recorded in the public records at Date of advance.
Policy, but not excluding from coverage any taking which 7. Any claim, which arises out of the transaction creating the
has occurred prior to Date of Policy which would be binding interest of the mortgagee insured by this policy, by reason of
on the rights of a purchaser for value without knowledge. the operation of federal bankruptcy, state insolvency, or
3. Defects, liens, encumbrances, adverse claims, or other similar creditors' rights laws, that is based on:
matters: (i) the transaction creating the interest of the insured
(a) created, suffered, assumed or agreed to by the insured mortgagee being deemed a fraudulent conveyance or
claimant; fraudulent transfer; or
(b) not known to the Company, not recorded in the public (ii) the subordination of the interest of the insured mortgagee
records at Date of Policy, but known to the insured claimant as a result of the application of the doctrine of equitable
and not disclosed in writing to the Company by the insured subordination; or
claimant prior to the date the insured claimant became an (iii) the transaction creating the interest of the insured
insured under this policy; mortgagee being deemed a preferential transfer except
(c) resulting in no loss or damage to the insured claimant; where the preferential transfer results from the failure:
(d) attaching or created subsequent to Date of Policy (except (a) to timely record the instrument of transfer; or
to the extent that this policy insures the priority of the lien of (b) of such recordation to impart notice to a purchaser for
the insured mortgage over any statutory lien for services, value or a judgement or lien creditor.
The above policy form may be issued to afford either Standard Coverage or Extended Coverage.
In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the
following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by
reason of:
1. Taxes or assessments which are not shown as existing liens 4. Discrepancies, conflicts in boundary lines, shortage in area,
by the records of any taxing authority that levies taxes or encroachments, or any other facts which a correct survey
assessments on real property or by the public records. would disclose, and which are not shown by the public
Proceedings by a public agency which may result in taxes or records.
assessments, or notices of such proceedings, whether or not 5. (a) Unpatented mining claims; (b) reservations or exceptions
shown by the records of such agency or by the public in patents or in Acts authorizing the issuance thereof; (c)
records. water rights, claims or title to water, whether or not the
2. Any facts, rights, interests or claims which are not shown by matters excepted under (a), (b) or (c) are shown by the public
the public records but which could be ascertained by an records.
inspection of the land or which may be asserted by persons 6. Any lien or right to a lien for services, labor or material not
in possession thereof. shown by the public records.
3. Easements, liens or encumbrances, or claims thereof, not
shown by the public records.
Attachment One (7/26/10)
ATTACHMENT ONE
(CONTINUED)
2006 AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage (c) resulting in no loss or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy
of this policy, and the Company will not pay loss or damage,
costs, attorneys' fees, or expenses that arise by reason of: (however, this does not modify or limit the coverage
provided under Covered Risk 11, 13, or 14); or
1. (a) Any law, ordinance, permit, or governmental regulation
(including those relating to building and zoning) restricting, (e) resulting in loss or damage that would not have been
sustained if the Insured Claimant had paid value for the
regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land; Insured Mortgage.
4. Unenforceability of the lien of the Insured Mortgage
(ii) the character, dimensions, or location of any
improvement erected on the Land; because of the inability or failure of an Insured to comply
(iii) the subdivision of land; or with applicable doing-business laws of the state where the
(iv) environmental protection; Land is situated.
or the effect of any violation of these laws, ordinances, or 5. Invalidity or unenforceability in whole or in part of the lien
governmental regulations. This Exclusion 1(a) does not of the Insured Mortgage that arises out of the transaction
modify or limit the coverage provided under Covered evidenced by the Insured Mortgage and is based upon usury
Risk 5. or any consumer credit protection or truth-in-lending law.
(b) Any governmental police power. This Exclusion 1(b) 6. Any claim, by reason of the operation of federal bankruptcy,
does not modify or limit the coverage provided under state insolvency, or similar creditors’ rights laws, that the
Covered Risk 6. transaction creating the lien of the Insured Mortgage, is
2. Rights of eminent domain. This Exclusion does not modify (a) a fraudulent conveyance or fraudulent transfer, or
or limit the coverage provided under Covered Risk 7 or 8. (b) a preferential transfer for any reason not stated in
3. Defects, liens, encumbrances, adverse claims, or other Covered Risk 13(b) of this policy.
matters 7. Any lien on the Title for real estate taxes or assessments
(a) created, suffered, assumed, or agreed to by the Insured imposed by governmental authority and created or attaching
Claimant; between Date of Policy and the date of recording of the
(b) not Known to the Company, not recorded in the Public Insured Mortgage in the Public Records. This Exclusion
Records at Date of Policy, but Known to the Insured does not modify or limit the coverage provided under
Claimant and not disclosed in writing to the Company by the Covered Risk 11(b).
Insured Claimant prior to the date the Insured Claimant
became an Insured under this policy;
The above policy form may be issued to afford either Standard Coverage or Extended Coverage.
In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the
following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees or expenses) that arise by
reason of:
1. (a) Taxes or assessments that are not shown as existing liens 4. Any encroachment, encumbrance, violation, variation, or
by the records of any taxing authority that levies taxes or adverse circumstance affecting the Title that would be
assessments on real property or by the Public Records; disclosed by an accurate and complete land survey of the
(b) proceedings by a public agency that may result in taxes Land and not shown by the Public Records.
or assessments, or notices of such proceedings, whether or 5. (a) Unpatented mining claims; (b) reservations or exceptions
not shown by the records of such agency or by the Public in patents or in Acts authorizing the issuance thereof; (c)
Records. water rights, claims or title to water, whether or not the
2. Any facts, rights, interests, or claims that are not shown by matters excepted under (a), (b), or (c) are shown by the
the Public Records but that could be ascertained by an Public Records.
inspection of the Land or that may be asserted by persons in 6. Any lien or right to a lien for services, labor or material not
possession of the Land. shown by the Public Records.
3. Easements, liens or encumbrances, or claims thereof, not
shown by the Public Records.
Attachment One (7/26/10)
ATTACHMENT ONE
(CONTINUED)
FORMERLY AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (10-17-92)
EXCLUSIONS FROM COVERAGE
3. Defects, liens, encumbrances, adverse claims, or other
The following matters are expressly excluded from the coverage
of this policy and the Company will not pay loss or damage, matters:
(a) created, suffered, assumed or agreed to by the insured
costs, attorneys' fees or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation claimant;
(b) not known to the Company, not recorded in the public
(including but not limited to building and zoning laws,
ordinances, or regulations) restricting, regulating, records at Date of Policy, but known to the insured claimant
and not disclosed in writing to the Company by the insured
prohibiting or relating to (i) the occupancy, use, or
enjoyment of the land; (ii) the character, dimensions or claimant prior to the date the insured claimant became an
insured under this policy;
location of any improvement now or hereafter erected on the
land; (iii) a separation in ownership or a change in the (c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy, or
dimensions or area of the land or any parcel of which the
land is or was a part; or (iv) environmental protection, or the (e) resulting in loss or damage which would not have been
sustained if the insured claimant had paid value for the estate
effect of any violation of these laws, ordinances or
governmental regulations, except to the extent that a notice or interest insured by this policy.
4. Any claim, which arises out of the transaction vesting in the
of the enforcement thereof or a notice of a defect, lien or
encumbrance resulting from a violation or alleged violation insured the estate or interest insured by this policy, by reason
of the operation of federal bankruptcy, state insolvency, or
affecting the land has been recorded in the public records at
Date of Policy. similar creditors' rights laws, that is based on:
(b) Any governmental police power not excluded by (a) (i) the transaction creating the estate or interest insured by
above, except to the extent that a notice of the exercise this policy being deemed a fraudulent conveyance or
thereof or a notice of a defect, lien or encumbrance resulting fraudulent transfer; or
from a violation or alleged violation affecting the land has (ii) the transaction creating the estate or interest insured by
been recorded in the public records at Date of Policy. this policy being deemed a preferential transfer except where
2. Rights of eminent domain unless notice of the exercise the preferential transfer results from the failure:
thereof has been recorded in the public records at Date of (a) to timely record the instrument of transfer; or
Policy, but not excluding from coverage any taking which (b) of such recordation to impart notice to a purchaser for
has occurred prior to Date of Policy which would be binding value or a judgement or lien creditor.
on the rights of a purchaser for value without knowledge.
The above policy form may be issued to afford either Standard Coverage or Extended Coverage.
In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the
following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by
reason of:
1. Taxes or assessments which are not shown as existing liens 4. Discrepancies, conflicts in boundary lines, shortage in area,
by the records of any taxing authority that levies taxes or encroachments, or any other facts which a correct survey
assessments on real property or by the public records. would disclose, and which are not shown by the public
Proceedings by a public agency which may result in taxes or records.
assessments, or notices of such proceedings, whether or not 5. (a) Unpatented mining claims; (b) reservations or exceptions
shown by the records of such agency or by the public in patents or in Acts authorizing the issuance thereof; (c)
records. water rights, claims or title to water, whether or not the
2. Any facts, rights, interests or claims which are not shown by matters excepted under (a), (b) or (c) are shown by the public
records.
the public records but which could be ascertained by an
inspection of the land or which may be asserted by persons 6. Any lien or right to a lien for services, labor or material not
in possession thereof. shown by the public records.
3. Easements, liens or encumbrances, or claims thereof, not
shown by the public records.
Attachment One (7/26/10)
ATTACHMENT ONE
(CONTINUED)
2006 AMERICAN LAND TITLE ASSOCIATION OWNER’S POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
(b) not Known to the Company, not recorded in the Public
The following matters are expressly excluded from the coverage
of this policy, and the Company will not pay loss or damage, Records at Date of Policy, but Known to the Insured
Claimant and not disclosed in writing to the Company by the
costs, attorneys' fees, or expenses that arise by reason of:
1. (a) Any law, ordinance, permit, or governmental regulation Insured Claimant prior to the date the Insured Claimant
became an Insured under this policy;
(including those relating to building and zoning) restricting,
regulating, prohibiting, or relating to (c) resulting in no loss or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any (however, this does not modify or limit the coverage
provided under Covered Risk 9 and 10); or
improvement erected on the Land;
(iii) the subdivision of land; or (e) resulting in loss or damage that would not have been
sustained if the Insured Claimant had paid value for the
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or Title.
4. Any claim, by reason of the operation of federal bankruptcy,
governmental regulations. This Exclusion 1(a) does not
modify or limit the coverage provided under Covered state insolvency, or similar creditors’ rights laws, that the
transaction vesting the Title as shown in Schedule A, is
Risk 5.
(b) Any governmental police power. This Exclusion 1(b) (a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in
does not modify or limit the coverage provided under
Covered Risk 6. Covered Risk 9 of this policy.
2. Rights of eminent domain. This Exclusion does not modify 5. Any lien on the Title for real estate taxes or assessments
or limit the coverage provided under Covered Risk 7 or 8. imposed by governmental authority and created or attaching
3. Defects, liens, encumbrances, adverse claims, or other between Date of Policy and the date of recording of the deed
matters or other instrument of transfer in the Public Records that
(a) created, suffered, assumed, or agreed to by the Insured
vests Title as shown in Schedule A.
Claimant;
The above policy form may be issued to afford either Standard Coverage or Extended Coverage.
In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the
following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees or expenses) that arise by
reason of:
1. (a) Taxes or assessments that are not shown as existing liens 4. Any encroachment, encumbrance, violation, variation, or
by the records of any taxing authority that levies taxes or adverse circumstance affecting the Title that would be
assessments on real property or by the Public Records; (b) disclosed by an accurate and complete land survey of the
Land and not shown by the Public Records.
proceedings by a public agency that may result in taxes or
assessments, or notices of such proceedings, whether or not 5. (a) Unpatented mining claims; (b) reservations or exceptions
shown by the records of such agency or by the Public in patents or in Acts authorizing the issuance thereof; (c)
Records. water rights, claims or title to water, whether or not the
2. Any facts, rights, interests, or claims that are not shown by matters excepted under (a), (b), or (c) are shown by the
the Public Records but that could be ascertained by an Public Records.
inspection of the Land or that may be asserted by persons in 6. Any lien or right to a lien for services, labor or material not
possession of the Land. shown by the Public Records.
3. Easements, liens or encumbrances, or claims thereof, not
shown by the Public Records.
Attachment One (7/26/10)
ATTACHMENT ONE
(CONTINUED)
CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10-22-03)
ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10-22-03)
EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from:
1. Governmental police power, and the existence or violation b. the taking happened before the Policy Date and is
binding on You if You bought the Land without Knowing
of any law or government regulation. This includes
ordinances, laws and regulations concerning: of the taking.
4. Risks:
a. building
b. zoning a. that are created, allowed, or agreed to by You, whether
or not they appear in the Public Records;
c. Land use
d. improvements on Land b. that are Known to You at the Policy Date, but not to Us,
unless they appear in the Public Records at the Policy
e. Land division
f. environmental protection Date;
c. that result in no loss to You; or
This Exclusion does not apply to violations or the enforcement
of these matters if notice of the violation or enforcement appears d. that first occur after the Policy Date - this does not limit
the coverage described in Covered Risk 7, 8.d, 22, 23, 24
in the Public Records at the Policy Date.
This Exclusion does not limit the coverage described in or 25.
5. Failure to pay value for Your Title.
Covered Risk 14, 15, 16, 17 or 24.
2. The failure of Your existing structures, or any part of them, 6. Lack of a right:
a. to any Land outside the area specifically described and
to be constructed in accordance with applicable building
codes. This Exclusion does not apply to violations of referred to in paragraph 3 of Schedule A; and
b. in streets, alleys, or waterways that touch the Land.
building codes if notice of the violation appears in the Public
Records at the Policy Date. This Exclusion does not limit the coverage described in
Covered Risk 11 or 18.
3. The right to take the Land by condemning it, unless:
a. notice of exercising the right appears in the Public
Records at the Policy Date; or
LIMITATIONS ON COVERED RISKS
Your insurance for the following Covered Risks is limited on the Owner’s Coverage Statement
as follows:
For Covered Risk 14, 15, 16 and 18, Your Deductible Amount and Our Maximum Dollar
É
Limit of Liability shown in Schedule A.
The deductible amounts and maximum dollar limits shown on Schedule A are as follows:
Your Deductible Amount Our Maximum
Dollar Limit of
Liability
Covered Risk 14: 1.00% of Policy Amount $ 10,000.00
or
$ 2,500.00
(whichever is less)
Covered Risk 15: 1.00% of Policy Amount $ 25,000.00
or
$ 5,000.00
(whichever is less)
Covered Risk 16: 1.00% of Policy Amount $ 25,000.00
or
$ 5,000.00
(whichever is less)
Covered Risk 18: 1.00% of Policy Amount $ 5,000.00
or
$ 2,500.00
(whichever is less)
Attachment One (7/26/10)
ATTACHMENT ONE
(CONTINUED)
CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (02-03-10)
ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (02-03-10)
EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from:
b. that are Known to You at the Policy Date, but not to Us,
1. Governmental police power, and the existence or violation
of those portions of any law or government regulation unless they are recorded in the Public Records at the
concerning: Policy Date;
a. building; c. that result in no loss to You; or
d. that first occur after the Policy Date - this does not limit
b. zoning;
c. land use; the coverage described in Covered Risk 7, 8.e., 25, 26,
27 or 28.
d. improvements on the Land;
e. land division; and 5. Failure to pay value for Your Title.
6. Lack of a right:
f. environmental protection.
This Exclusion does not limit the coverage described in a. to any land outside the area specifically described and
referred to in paragraph 3 of Schedule A; and
Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27.
2. The failure of Your existing structures, or any part of them, b. in streets, alleys, or waterways that touch the Land.
This Exclusion does not limit the coverage described in
to be constructed in accordance with applicable building
codes. This Exclusion does not limit the coverage described Covered Risk 11 or 21.
7. The transfer of the Title to You is invalid as a preferential
in Covered Risk 14 or 15.
3. The right to take the Land by condemning it. This Exclusion transfer or as a fraudulent transfer or conveyance under
federal bankruptcy, state insolvency, or similar creditors’
does not limit the coverage described in Covered Risk 17.
4. Risks: rights laws.
a. that are created, allowed, or agreed to by You, whether
or not they are recorded in the Public Records;
LIMITATIONS ON COVERED RISKS
Your insurance for the following Covered Risks is limited on the Owner’s Coverage Statement
as follows:
For Covered Risk 16, 18, 19 and 21, Your Deductible Amount and Our Maximum Dollar
É
Limit of Liability shown in Schedule A.
The deductible amounts and maximum dollar limits shown on Schedule A are as follows:
Your Deductible Amount Our Maximum
Dollar Limit of
Liability
Covered Risk 16: 1.00% of Policy Amount $ 10,000.00
Shown in Schedule A
or
$ 2,500.00
(whichever is less)
Covered Risk 18: 1.00% of Policy Amount $ 25,000.00
Shown in Schedule A
or
$ 5,000.00
(whichever is less)
Covered Risk 19: 1.00% of Policy Amount $ 25,000.00
Shown in Schedule A
or
$ 5,000.00
(whichever is less)
Covered Risk 21: 1.00% of Policy Amount $ 5,000.00
Shown in Schedule A
or
$ 2,500.00
(whichever is less)
Attachment One (7/26/10)
ATTACHMENT ONE
(CONTINUED)
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01)
EXCLUSIONS FROM COVERAGE
Covered Risks 8, 16, 18, 19, 20, 21, 22, 23, 24, 25 and 26);
The following matters are expressly excluded from the coverage
of this policy and the Company will not pay loss or damage, or
(e) resulting in loss or damage which would not have been
costs, attorneys’ fees or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation sustained if the Insured Claimant had paid value for the
Insured Mortgage.
(including but not limited to zoning laws, ordinances, or
regulations) restricting, regulating, prohibiting or relating to 4. Unenforceability of the lien of the Insured Mortgage
because of the inability or failure of the Insured at Date of
(i) the occupancy, use, or enjoyment of the Land; (ii) the
character, dimensions or location of any improvements now Policy, or the inability or failure of any subsequent owner of
the indebtedness, to comply with applicable doing business
or hereafter erected on the Land; (iii) a separation in
ownership or a change in the dimensions or areas of the Land laws of the state in which the Land is situated.
5. Invalidity or unenforceability of the lien of the Insured
or any parcel of which the Land is or was a part; or
(iv) environmental protection, or the effect of any violation Mortgage, or claim thereof, which arises out of the
transaction evidenced by the Insured Mortgage and is based
of these laws, ordinances or governmental regulations,
except to the extent that a notice of the enforcement thereof upon usury, except as provided in Covered Risk 27, or any
consumer credit protection or truth in lending law.
or a notice of a defect, lien or encumbrance resulting from a
violation or alleged violation affecting the Land has been 6. Real property taxes or assessments of any governmental
authority which become a lien on the Land subsequent to
recorded in the Public Records at Date of Policy. This
exclusion does not limit the coverage provided under Date of Policy. This exclusion does not limit the coverage
provided under Covered Risks 7, 8(e) and 26.
Covered Risks 12, 13, 14, and 16 of this policy.
(b) Any governmental police power not excluded by (a) 7. Any claim of invalidity, unenforceability or lack of priority
of the lien of the Insured Mortgage as to advances or
above, except to the extent that a notice of the exercise
thereof or a notice of a defect, lien or encumbrance resulting modifications made after the Insured has Knowledge that the
vestee shown in Schedule A is no longer the owner of the
from a violation or alleged violation affecting the Land has
been recorded in the Public Records at Date of Policy. This estate or interest covered by this policy. This exclusion does
not limit the coverage provided in Covered Risk 8.
exclusion does not limit the coverage provided under
Covered Risks 12, 13, 14, and 16 of this policy. 8. Lack of priority of the lien of the Insured Mortgage as to
each and every advance made after Date of Policy, and all
2. Rights of eminent domain unless notice of the exercise
thereof has been recorded in the Public Records at Date of interest charged thereon, over liens, encumbrances and other
matters affecting the title, the existence of which are Known
Policy, but not excluding from coverage any taking which
has occurred prior to Date of Policy which would be binding to the Insured at:
(a) The time of the advance; or
on the rights of a purchaser for value without Knowledge.
3. Defects, liens, encumbrances, adverse claims or other (b) The time a modification is made to the terms of the
Insured Mortgage which changes the rate of interest
matters:
(a) created, suffered, assumed or agreed to by the Insured charged, if the rate of interest is greater as a result of the
modification than it would have been before the
Claimant;
(b) not Known to the Company, not recorded in the Public modification. This exclusion does not limit the coverage
provided in Covered Risk 8.
Records at Date of Policy, but Known to the Insured
Claimant and not disclosed in writing to the Company by the 9. The failure of the residential structure, or any portion thereof
to have been constructed before, on or after Date of Policy in
Insured Claimant prior to the date the Insured Claimant
became an Insured under this policy; accordance with applicable building codes. This exclusion
does not apply to violations of building codes if notice of the
(c) resulting in no loss damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy (this violation appears in the Public Records at Date of Policy.
paragraph does not limit the coverage provided under
Attachment One (7/26/10)
ATTACHMENT ONE
(CONTINUED)
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07/26/10)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage Insured Mortgage.
4. Unenforceability of the lien of the Insured Mortgage
of this policy and the Company will not pay loss or damage,
costs, attorneys’ fees or expenses which arise by reason of: because of the inability or failure of an Insured to comply
with applicable doing-business laws of the state where the
1. (a) Any law, ordinance, permit, or governmental regulation
(including those relating to building and zoning) restricting, Land is situated.
5. Invalidity or unenforceability in whole or in part of the lien
regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land; of the Insured Mortgage that arises out of the transaction
(ii) the character, dimensions, or location of any evidenced by the Insured Mortgage and is based upon usury,
improvement erected on the Land; or any consumer credit protection or truth-in-lending law.
(iii) the subdivision of land; or
This Exclusion does not modify or limit the coverage
(iv) environmental protection; provided in Covered Risk 26.
or the effect of any violation of these laws, ordinances, or
6. Any claim of invalidity, unenforceability or lack of priority
governmental regulations. This Exclusion 1(a) does not of the lien of the Insured Mortgage as to Advances or
modify or limit the coverage provided under Covered modifications made after the Insured has Knowledge that the
Risk 5, 6, 13(c), 13(d), 14 or 16. vestee shown in Schedule A is no longer the owner of the
(b) Any governmental police power. This Exclusion 1(b) estate or interest covered by this policy. This Exclusion does
does not modify or limit the coverage provided under not modify or limit the coverage provided in Covered
Covered Risk 5, 6, 13(c), 13(d), 14 or 16. Risk 11.
2. Rights of eminent domain. This Exclusion does not modify 7. Any lien on the Title for real estate taxes or assessments
or limit the coverage provided under Covered Risk 7 or 8. imposed by governmental authority and created or attaching
3. Defects, liens, encumbrances, adverse claims, or other subsequent to Date of Policy. This Exclusion does not
matters modify or limit the coverage provided in Covered Risk 11(b)
(a) created, suffered, assumed, or agreed to by the Insured or 25.
Claimant; 8. The failure of the residential structure, or any portion of it, to
(b) not Known to the Company, not recorded in the Public have been constructed before, on or after Date of Policy in
Records at Date of Policy, but Known to the Insured accordance with applicable building codes. This Exclusion
Claimant and not disclosed in writing to the Company by the does not modify or limit the coverage provided in Covered
Insured Claimant prior to the date the Insured Claimant Risk 5 or 6.
became an Insured under this policy; 9. Any claim, by reason of the operation of federal bankruptcy,
(c) resulting in no loss or damage to the Insured Claimant; state insolvency, or similar creditors’ rights laws, that the
(d) attaching or created subsequent to Date of Policy transaction creating the lien of the Insured Mortgage, is
(however, this does not modify or limit the coverage (a) a fraudulent conveyance or fraudulent transfer, or
provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, (b) a preferential transfer for any reason not stated in
23, 24, 27 or 28); or Covered Risk 27(b) of this policy.
(e) resulting in loss or damage that would not have been
sustained if the Insured Claimant had paid value for the
Attachment One (7/26/10)
Exhibit D
ENVIRONMENTAL REPORTS
000299.0055\3458717.3
January 30, 2014
TO:Stuart Cook, Project Director, Surplus Property Authority
FROM:Rod Freitag, Environmental Program Manager, GSA-TSD
SUBJECT:SANTA RITA PROPERTY -ENVIRONMENTAL REPORTS FROM
GOVERNMENT SOURCES AND INVESTIGATIONS CONDUCTED BY
OTHERS
The following is a listing of the Santa Rita Property reports we have on file from government
sources and from due diligence investigations conducted by prospective purchasers:
47-Acre Surplus Property Parcel at Parks Reserve Forces Training Area,Dublin, California,
Preliminary Assessment Screening; Environmental Science Associates, Inc.; September,
1991.[Parcels A, B & C]
40-Acre Surplus Parcel Preliminary Assessment Screening, Parks Reserve Forces Training
Area, Dublin, California; Woodward-Clyde Federal Services; February 3, 1994. [Parcels D-
1, D-2, E-1, E-2 & F]
Draft Environmental Impact Report, Dublin Transit Center; City of Dublin; July, 2001.
Preliminary Assessment, Parks Reserve Forces Training Area, Dublin, California;
Woodward-Clyde Federal Services; May, 1994. [Transit Center]
Phase I Environmental Site Assessment, Gleason Drive Property, Dublin, California; Aqua
Science Engineers, Inc.; January 8, 1998. [Parcel 1]
Draft Phase I Environmental Site Assessment, Emerald Glen Park,Dublin, California;
Treadwell & Rollo; September 11, 1998. [Parcel 2]
Phase II Surface Soil Investigation, Emerald Glen Park Site, Dublin, California; Treadwell &
Rollo; January 13, 1999. [Parcel 2]
Phase I Environmental Site Assessment, Proposed Residential Development, Emerald Glen,
Dublin, California; Terrasearch, Inc.; September 28, 1998. [Parcel 4]
Phase I Environmental Site Assessment, 15 Acres, Northwest Side of I-580 and Tassajara
Road, Dublin, California; EnecoTech; August 29, 1997. [Parcel5A]
Preliminary Laboratory Analytical Results for Buried Debris, ….., Dublin, California;
Terrasearch, Inc.; October 5, 1999. [Parcel 5A]
Page 2
January 30, 2014
Phase I Environmental Site Assessment, Koll Dublin Corporate Center Property, Dublin
Blvd. and Tassajara Road, Dublin, California; CET Environmental Services, Inc.; April 14,
1998. [Parcel 5B]
Phase I Environmental Site Assessment, Autonation USA, Dublin Boulevard Property,
Dublin, California; Kleinfelder, Inc.; December 12, 1996. [Parcel 6]
Phase I Environmental Site Assessment and Preliminary Wetlands/Endangered Species
Information Review Report, Dublin Boulevard Property, Dublin, California; Kleinfelder,
Inc.; December 17, 1996. [Parcel 7]
Environmental Services Report, Dublin Boulevard Property, Dublin, California; Kleinfelder,
Inc.; March 3, 1997. [Parcel 7]
Phase I Preliminary Environmental Site Assessment, California Creekside Residential
Development, Dublin, California; Lowney Associates; October 17, 1995. [Parcel 8]
Soil and Ground Water Quality Evaluation, California Creekside Residential Development,
Dublin, California; Lowney Associates; December, 1995. [Parcel 8]
Phase I Environmental Site Assessment, 12.3 Acre Property, Dublin Boulevard and Hacienda
Boulevard, Dublin, California; Pinnacle Environmental; March 17, 1997. [Parcel 9]
Phase I Environmental Site Assessment Report, Dublin Elementary School Site, Dublin,
California; Kleinfelder, Inc.; January 15, 1996. [Parcel 10]
Interim Report, Preliminary Environmental Site Survey, East Dublin Elementary School Site,
Dublin, California; BSK & Associates; December 16, 1997. [Parcel 10]
Report of Phase I Environmental Site Assessment, Santa Rita Property, Central Parkway and
Hacienda, Dublin, California; Law Engineering and Environmental Services, Inc.; July 25,
1997. [Parcel 11A]
Report of Phase II Environmental Site Assessment, Santa Rita Property, Central Parkway and
Hacienda Drive, Dublin, California; Law Engineering and Environmental Services, Inc.;
September 22, 1997. [Parcel 11A]
Phase I Environmental Site Assessment on 62 Acre Parcel, Proposed Residential
Development -Summer Glen, Dublin, California; Terrasearch, Inc.; October 9, 1997. [Parcel
11B]
Testing of Fill Soil, Hacienda Drive, Dublin, California; Anderson Consulting Group; April
5, 1996. [Parcel 15B]
Page 3
January 30, 2014
Phase I and Phase II Environmental Site Assessment for Parcel 15, Santa Rita Property,
Dublin, California; Erler & Kalinowski, Inc.; March 7, 2000. [Parcel 15B]
Results of Soil and Groundwater Investigations and Screening HumanHealth Risk
Assessment for Properties Located at Hacienda Drive and Dublin Boulevard in Dublin, CA;
Erler & Kalinowski, Inc.; June 19, 1998. [Parcels D-1, D-2 & 16]
Magnetic Investigation on Parcels F, 15A and16A at the Proposed Cisco Site 9, Dublin,
California; J R Associates; November 15, 2000. [Parcels F, 15A and16A]
Phase I Environmental Site Assessment and Soil and Ground Water Quality Evaluation,
Cisco Systems Site 9, Dublin, California; Lowney Associates; November 30, 2000. [Parcels
F, 15A and16A]
Phase I Environmental Site Assessment of Parcel B -Undeveloped Lot, Dublin Transit
Center, Dublin, California; Environ International Corporation; October 19, 2001. [Parcel B]
Phase I Environmental Site Assessment of Parcel C -BART Surface Parking, Dublin Transit
Center, Dublin, California; Environ International Corporation; October 19, 2001. [Parcel C]
Preliminary Geotechnical Investigation and Fault Hazard Evaluation, Oracle Dublin Campus,
Dublin, California; Harding ESE; January 31, 2001. [Parcel D-2]
Phase I and II Environmental Site Assessment, Dublin Transit Center Parcel D-2, Dublin,
California; Harding ESE; February 21, 2001. [Parcel D-2]
Phase I Environmental Site Assessment, Parcels E-1 and E-2, Dublin Boulevard, Dublin,
California; Environmental and Occupational Risk Management; February, 2001. [Parcels E-
1 and E-2]
Phase II Environmental Site Assessment, Parcels E-1 and E-2, Dublin Boulevard, Dublin,
California; Environmental and Occupational Risk Management; February, 2001. [Parcels E-
1 and E-2]
Phase I Environmental Site Assessment, Site A-2 Dublin Transit Center, Dublin, CA; ACC
Environmental Consultants, Inc.; December 1, 2003. [Parcel A-2]
Soil Sampling Report, Dublin Boulevard & DeMarcus Boulevard, Dublin, CA; ACC
Environmental Consultants, Inc.; January 30, 2004. [Parcel A-2]
Report of Findings -Phase I Environmental Site Assessment, Dublin Transit E-1 Site, Iron
Horse Parkway and Dublin Boulevard; Tetra Tech EM, Inc.; June 14, 2005. [Parcel E-1]
Page 4
January 30, 2014
Subsurface Investigation Report, Dublin Blvd. at Campbell Lane.; PSI; Sept. 20, 2007.
[Parcel A-1]
Subsurface Investigation Report, Dublin Blvd. at Campbell Lane.; PSI; Sept. 20, 2007.
[Parcel A-3]
Phase I Environmental Site Assessment, Property at Southwest Corner of Dublin Boulevard
and Hacienda Drive, Dublin, California; Kleinfelder; November 2, 2011. [Parcel 16A]
DRAFT -Limited Phase II Environmental Site Assessment Summary Letter, Property at
Southwest Corner of Dublin Boulevard and Hacienda Drive, Dublin, California; Kleinfelder;
November 23, 2011. [Parcel 16A]
Laboratory Analytical Data for Soil, Soil Vapor, and Groundwater Samples Collected From
Borings Advanced at the Site at Hacienda Drive and Dublin Boulevard in Dublin, CA. Zone
7 Water Agency Permit #2011121; Kleinfelder; January 13, 2012. [Parcel 16A]
Phase I Environmental Site Assessment, Parcel 16A, SouthwestCorner of Dublin Boulevard
and Hacienda Drive, Dublin, CA 94568; Terraphase Engineering; September 12, 2012.
[Parcel 16A]
Phase IIEnvironmental Site Assessment, Parcel 16A, Southwest Corner of Dublin Boulevard
and Hacienda Drive, Dublin, CA 94568; Terraphase Engineering; September 12, 2012.
[Parcel 16A]
Phase I Environmental Site Assessment, Dublin Transit Site A-1, Dublin, CA; Engeo Inc.;
August 16, 2013. [Parcel A-1]
RDF:rdf:i:\e&em\project\env\spa-sr\Santa Rita PropertyReport List-Buyers’ Investigations 1/30/14
July 11, 2007
TO:Pat Cashman, Project Director, Surplus Property Authority
FROM:Rod Freitag, Environmental Program Manager, GSA-TSD
SUBJECT:UPDATED LISTING OF SANTA RITA REPORTS
Following is a list of the "Environmental Reports" for GSA-TSD projects:
Gregg & Associates, Inc.; Underground Storage Tank Management Plan; June, 1988.
Gregg & Associates, Inc.; Underground Tank Removal and Site Remediation Report, Santa
Rita Rehabilitation Center at Old Boiler Plant, Tanks 2942-1, 2 & 3; May 1988.
ESE; Report of Stockpiled Soil Sampling, UST 1, 2 and 3 Site, Santa Rita Correctional
Facility, Dublin, California; December 7, 1993.
ESE; Report of Stockpiled Soil Spreading and Disposal, UST 1, 2, 3 Site, Santa Rita
Correctional Facility, Dublin, California; June 20, 1994.
ESE; Site Assessment Report, Alameda County UST 1, 2, 3 Site, Santa Rita Correctional
Facility, Dublin, California; December 21, 1994.
ESE; Quarterly Monitoring Report, Alameda County UST 1, 2, 3 Site, Santa Rita
Correctional Facility, Dublin, California; January 30, 1995.
ESE; Quarterly Monitoring Report, Alameda County UST 1, 2, 3 Site, Santa Rita
Correctional Facility, Dublin, California; March 13, 1995.
ESE; Quarterly Monitoring Report, Alameda County UST 1, 2, 3 Site, Santa Rita
Correctional Facility, Dublin, California; June 19, 1995.
ESE; Report of Additional Site Assessment, UST 1, 2, 3 Site, Santa Rita Correctional
Facility, Dublin, California; February 1996.
ESE; Closure Report for Underground Storage Tank (UST) numbers 2942-4, 2942-4A and
2942-4B, Santa Rita Jail, Dublin, California; July 20, 1992.
ESE; Report of Stockpiled Soil Sampling, 4th and Madigan Site, Santa Rita Correctional
Facility, Dublin, California; November 22, 1993.
Versar, Inc.; Contaminant Modeling Using Sesoil for the 4th and Madigan Site, Santa Rita
Correctional Facility, Alameda County, California; December 28, 1993.
Page 2
July 11, 2007
ESE; Spreading of Stockpiled Soil, 4th and Madigan Site, Santa Rita Correctional Facility,
Dublin, California; June 26, 1995.
Versar, Inc.; Subsurface Investigation Report, 4th Street and Madigan Avenue on the Santa
Rita Property, Alameda County, California; October 23, 1995.
ESE; Soil Sampling, 4th and Madigan Site, Santa Rita Correctional Facility, Dublin,
California; February 7, 1996.
ESE; Closure Report for Underground Storage Tank (UST) number 2942-5, Santa Rita Jail,
Dublin California; July 20, 1992.
Certified Environmental Consulting, Inc.; Santa Rita Tank Removals -USTs 2942-6, 7, 9 &
10; December 11, 1990.
Versar, Inc.; Installation of One Monitoring Well and Performance of the First of Four
Quarters of Groundwater Monitoring, Santa Rita Property, Former Underground Storage
Tank #9 Site; July, 1994.
Versar, Inc.; Second Quarter Groundwater Monitoring Report for the Former Underground
Storage Tank #9, Santa Rita Property, Santa Rita, California; November 29, 1994.
Versar, Inc.; Third Quarter Groundwater Monitoring Report for the Former Underground
Storage Tank #9, Santa Rita Property, Santa Rita, California; February 27, 1995.
Versar, Inc.; Fourth Quarter Groundwater Monitoring Report for the Former Underground
Storage Tank #9, Santa Rita Property, Dublin, California; March 30, 1995.
Versar, Inc., Groundwater Monitoring Abandonment Report for Former Underground
Storage Tank #9 at the Santa Rita Property, Santa Rita, California; June 30, 1995.
ESE; Closure Report for Underground Storage Tank (UST) Numbers 2942-11, 2942-12 and
2942-12A, Santa Rita Jail, Dublin, California; July 20, 1992.
ESE; Vehicle Fueling Area, Old Graystone, Santa Rita Correctional Facility, Dublin,
California; January 7, 1993.
Report on Soil and Ground Water Investigation at Old Graystone Fueling Facility, Santa Rita
Correctional Facility, Dublin, California; January 15, 1993.
ESE; Corrective Action Report for Old Graystone Fueling Area, Santa Rita Correctional
Facility, Dublin, Alameda County, California; March, 1993.
Page 3
July 11, 2007
ESE; Report of Stockpiled Soil Confirmation Sampling, Old Graystone Fueling Area, Santa
Rita Correctional Facility, Dublin, California; August 9, 1993.
Versar, Inc.; Final Contaminant Modeling using Sesoil for Old Graystone Fueling Area, Santa
Rita Correctional Facility, Alameda County, California; January 6, 1994.
ESE; Site Assessment Report, Old Graystone Fueling Area, Santa Rita Correctional Facility,
Dublin, California; February 21, 1994.
ESE; Quarterly Monitoring Report, First Quarter 1994, Old Graystone Fueling Area, Santa
Rita Correctional Facility, Dublin, California; February 25, 1994.
ESE; Quarterly Monitoring Report, Second Quarter 1994, Old Graystone Fueling Area, Santa
Rita Correctional Facility, Dublin, California; July 12, 1994.
ESE; Quarterly Monitoring Report, Third Quarter 1994, Old Graystone Fueling Area, Santa
Rita Correctional Facility, Dublin, California; September 8, 1994.
ESE; Report of Limited Cleanup at Four Sites, Santa Rita Correctional Facility, Dublin,
California; March 3, 1995.
ESE; Report of Site Activities, Old Graystone Fueling Area, Santa Rita Correctional Facility,
Dublin, California; June 15, 1995.
ESE; Closure Report for Underground Storage Tank (UST) numbers 2942-18 and 2942-19;
Santa Rita Jail, Dublin California; July 20, 1992.
ESE; Additional Clarification Concerning Activities Performed at the UST 18 & 19 Site,
Santa Rita Correctional Facility, Dublin, California; June 26, 1995.
ESE; Report of Stockpiled Soil Sampling, UST 18 & 19 Site, Santa Rita Correctional
Facility, Dublin, California; July 11, 1995.
Versar, Inc.; Disposal of Stockpiled Soil, Santa Rita Correctional Facility Site, Dublin,
California; September 12, 1995.
ESE; Report of Site Activities, UST 18 & 19 Site, Santa Rita Correctional Facility, Dublin,
California; December 4, 1995.
Enviropur West; Non-PCB Containing Transformer Oil Spill Cleanup; November 1994.
Versar, Inc.; Asbestos Survey and Engineering Cost Estimate for the County of Alameda,
Santa Rita Property, Dublin, California; December 10, 1993.
Page 4
July 11, 2007
Versar, Inc.; Phase I Environmental Site Assessment, County of Alameda, Santa Rita
Property; January 11, 1994.
ESE; Report of Limited Excavation and Disposal, Northwest of Former Boiler Room, UST
18 & 19 Site, Santa Rita Correctional Facility, Dublin, California; November 29, 1995.
Versar, Inc.; Project Oversight for Hazardous Waste Removal Services, County of Alameda,
Former Santa Rita Hospital Facility; November 17, 1995.
Versar, Inc.; Summary of Soil Sampling Procedure and Analytical Results [Santa Rita
Greenhouse]; April 29, 1996.
Versar, Inc.; Summary of Soil Sampling Procedure and Analytical Results [Santa Rita
Greenhouse]; May 22, 1996.
Versar, Inc.; Limited Subsurface Investigation Conducted at the Santa Rita Property [ Former
Evans Brothers' Site]; June 13, 1997.
PSI, Inc.; Construction Inspection/Demolition Report, Former Santa Rita Military Hospital;
April 24, 1997.
Versar, Inc.; Subsurface Investigation Report, Santa Rita Property -Parcel 15, Dublin,
California; April 30, 1998.
All Chem; UST Removal & Closure; Santa Rita Property-Parcel 11B; June 4, 1998.
All Chem; UST Removal & Closure; Santa Rita Property-Hibernia Drive; October 15,
1998.
All Chem; UST Removal & Closure; Santa Rita Property -Parcel 1; January 7, 1999.
PSI, Inc.; Asbestos Containing Pipe Removal; Santa Rita Property -Parcels 2, 3, 4A & 4B;
December 17, 1998.
PSI, Inc.; Asbestos Containing Pipe Removal; Santa Rita Property -Parcel 1; January 15,
1999.
RGA Environmental, Inc.; Phase I ESA for the INS Property (Santa Rita Property -Parcel 3);
January 19, 1999.
PSI, Inc.; Asbestos Cleanup & Pipe Removal; Santa Rita Property -Parcels 10, 11A, 11B &
14; January 22, 1999.
Page 5
July 11, 2007
Versar, Inc.; Investigation of Residual VOCs, Santa Rita Property -Parcel 15, Dublin,
California; June 21, 1999.
J. R. Associates; Magnetic Investigation at Parcel 15, Dublin, California; March 21, 2000.
Gettler-Ryan, Inc.; Soil Sampling During UST Removal at Parcel 15 -Santa Rita Property,
Dublin, California; May 10, 2000.
Gettler-Ryan, Inc.; Air Pressure Tank Removal at Parcel 15 -Santa Rita Property, Dublin,
California; June 2, 2000.
J. R. Associates; MagneticInvestigation at Parcel 15, Dublin, California; July 21, 2000.
PSI, Inc.; Removal of Asbestos Insulated Piping; Santa Rita Property –Parcel 15; August 15,
2000.
J. R. Associates; Magnetic Investigation at the Option Area Parcel (Parcel D), Dublin,
California; November 22, 2000.
Buried Debris Investigation at Parcel D –Santa Rita Property; Gettler-Ryan, Inc.; April 19,
2001.
Asbestos Abatement Monitoring Report, Underground Pipe Excavation and Removal, Digital
Drive and Parcel 16A, Dublin, CA; RGA Environmental, Inc.; November 6, 2001.
Geotechnical Observations Following Pipeline Removal Activities, Digital Drive and Parcel
16A Sites, Dublin, CA; Subsurface Consultants, Inc.; December 14, 2001.
Summary of Investigation and Remediation Activities, Suspected Petroleum Hydrocarbon
Impacted Sites on Parcels 15A and 16A, Dublin, CA; Subsurface Consultants, Inc.; January
8, 2002.
Investigation and Remediation, Former Incinerator/Burn Dump, Parcel 16A and Digital
Drive, Santa Rita Property; Subsurface Consultants, Inc.; March 25, 2002.
Characterization of Aggregate Material Imported to County Property in Dublin, California,
Parcel A; Versar, Inc.; August 26, 2002.
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Exhibit E
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (“Assignment”) is
made as of ___________________, by and between the CITY OF DUBLIN, a California municipal
corporation (“Assignor”), and ___________________________, a ___________________________
(“Assignee”).
RECITALS. This Assignment is made with reference to the following facts and objectives:
Assignor, as “Buyer,” and Surplus Property Authority of Alameda County, a public
corporation, as “Seller,” are parties to that Purchase and Sale Agreement and Joint Escrow Instructions dated
______________________, 2014 (the “Agreement”), pursuant to which Seller agreed to sell to Assignor and
Assignor agreed to purchase from Seller two parcels of real property containing approximately 8.73
aggregate acres located in the City of Dublin, California as more particularly described in the Agreement (the
“Property”).
Assignor desires to assign to Assignee, and Assignee desires to assume, all of the rights and
obligations of Assignor under the Agreement.
Assignment by Assignor. Assignor hereby assigns and transfers to Assignee all of Assignor’s right,
title and interest in, to and under the Agreement.
Assumption by Assignee. Assignee hereby accepts the foregoing assignment and assumes and
agrees to perform all of the duties, obligations and responsibilities of Assignor under or in connection with
the Agreement. Such assumption by Assignee will not release Assignor from any of its obligations or
liability under the Agreement.
Counterparts. This Assignment may be signed in two or more counterparts, each of which will be
deemed an original, but all of which together will be deemed one and the same agreement.
ASSIGNOR:ASSIGNEE:
CITY OF DUBLIN, a California municipal
corporation
By:By:
Name:Name:
Its:Its:
APPROVED AS TO FORM:
By:
ATTEST:
2239100.1
000299.0055\3458717.3