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4.08 Civic Ctr Expan Clark Ave
G~~•l Off' DU~~2 r9l ,82 STAFF REPORT CITY CLERK ~~,~`IC~~~ CITY COUNCIL Flle # 600-30/670-20 DATE: October 18, 2011 TO: ~ Honorable Mayor and City Councilmembers FROM: .Joni Pattillo, City Manager SUBJECT: Purchase and Sale Agreement with ALISUE, LLC and ANEFF, LLC for 6363 Clark Avenue and Establishment of a New Capital Improvement Program (CIP) Project -Civic Center Site Expansion (6363 Clark Avenue) Prepared by Linda Smith, Economic Development Director and Public Information Officer EXECUTIVE SUMMARY: Staff recommends the City enter into a Purchase and Sale Agreement with ALISUE, LLC and ANEFF, LLC (the "Seller") for the purchase of 6363 Clark Avenue in Dublin, the former site of the National Food Lab. The acquisition of the site will enable the City to program for future civic facility needs for the Dublin community. Staff is recommending the establishment of a Capital Improvement Program (CIP) Project to fund the land acquisition and future study of the site for Civic Center expansion options. The purchase price is $5,620,000, which is the appraised value of the property. FINANCIAL IMPACT: The total appropriation for the new Capital Improvement Project is $5,720,000. This includes the acquisition value of the parcel at $5,620,000 plus $100,000 for supplemental studies and securing the site.. The proposed funding source for this project is the General Fund balance committed for Innovations & New Opportunities and a credit of $120,000 paid by the Seller. In addition the Budget change will authorize a transfer of $50,000 from the General Fund Budgeted Contingency Line Item to Department 1801 -Building Management operating budget, to maintain the site in its current condition. RECOMMENDATION: Staff recommends that the City Council take the following actions: 1) Adopt the Resolution approving a Purchase and Sale Agreement ALISUE, LLC and ANEFF, LLC for 6363 Clark Avenue; 2) Adopt a Resolution approving the Establishment of a New Capital Improvement Program (CIP) Project Civic Center Site Expansion (Project #930016); and 3) Approve the Budget Change. Page 1 of 3 ITEM NO. 4.8 . ~.~r , ` Submitted By Reviewed By Reviewed y Economic Development Director/ Administrative Services Assistant City Manager Public Information Officer Director DESCRIPTION: The site, 6363 Clark Avenue, (APN 941-1401-012-05), is located just west of the existing Dublin Civic Center facility at the corner of Dublin Blvd. and Clark Avenue. The site is approximately 5.7 acres and includes 55,000 square feet of building, of which 30,000 square feet is in office and lab space; 15,000 square feet is in manufacturing space; and 10,000 square feet is in warehouse space. The site was home to the National Food Lab and has been vacant for more than three years, following the company's relocation to Livermore in 2008. The site has been actively marketed for sale or for lease during that period. The existing zoning of the site is light industrial and the property itself was designed for a specific user in the 1960s. These two circumstances have made it difficult for the property owner to find acredit-worthy user of the site. Staff has been in discussions with the property owner about acquiring the site for a public purpose. While no specific use for the site has been determined, Staff believes that the adjacency to the existing Civic Center complex could provide for the City's future public facility needs and therefore recommends acquisition by the City. Under the proposed agreement (Exhibit A to Attachment 1), the City will purchase the property for $5,620,000 and receive a $120,000 improvement credit upon purchase relating to the existing condition of the building and the City's costs toward securing the property for its use over the long term. The purchase price is based on a fair market value appraisal of the property. The Seller is motivated to conclude the sale and offered the credit in consideration for the cost of the City's due diligence and development study costs. Staff recommends that the City Council establish a new Capital Improvement Program (CIP) project -Civic Center Site Expansion (6363 Clark Avenue) in order to capture the acquisition and future study and evaluation needs for the site (Attachment 2). In addition to the purchase price the City Council is requested to appropriate $100,000 for contract services associated with the study of the site for civic purposes. An appropriation is also requested in the operating budget to cover facility costs during the planning process. Staff has prepared a Budget Change (Attachment 3) which shows the new appropriations. The facility acquisition is proposed to be funded from the General Fund Balance committed for Innovations and New Opportunities. ,Resolution 106-11 established a balance of $10,125,000 in this account as of June 30, 2010 and the Energy Audit ($55,000) was funded from this source leaving a balance of $10,070,000. The funding for the initial operating costs (i.e. facility and grounds maintenance; utilities, etc.) is $50,000 which is proposed to be funded by a transfer from the Budgeted contingency. If City Council were to approve the purchase as presented, Staff would come back to City Council with a consultant contract to begin the study process. NOTICING REQUIREMENTS/PUBLIC OUTREACH: Page 2 of 3 None. ATTACHMENTS: 1. Resolution Approving a Purchase and Sale Agreement with ALISUE, LLC and ANEFF, LLC for 6363 Clark Avenue (with Agreement attached as Ex. A) 2. Exhibit A to Reso -Contract of Sale and Purchase 3. Budget Change 4. Resolution Approving the Establishment of a New Capital Improvement Program (CIP) Project -Civic Center Site Expansion (Project #930016) Page 3 of 3 RESOLUTION NO. XX- 11 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING A PURCHASE AND SALE AGREEMENT WITH ALISUE, LLC AND ANEFF, LLC FOR THE PURCHASE OF PROPERTY LOCATED AT 6363 CLARK AVENUE WHEREAS, the City Council ("City Council") of the City of Dublin desires to purchase the property located at 6363 Clark Avenue in Dublin (APN 941-1401-012-05), the former site of the National Food Lab ("Property"); and WHEREAS, while no specific use for the site has been determined, Staff believes that the adjacency to the existing Civic Center complex could provide for the City's future public facility needs; and WHEREAS, the City and ALISUE, LLC and ANEFF, LLC have negotiated a Purchase and Sale Agreement substantially in the form attached hereto as Exhibit A ("Purchase and Sale Agreement"); and WHEREAS, pursuant to the terms of the Purchase and Sale Agreement, (1) the City will purchase the Property from ALISUE, LLC and ANEFF, LLC for $5,620,000; (2) the City will receive a $120,000 improvement credit upon purchase relating to the existing condition of the building, and the City's costs toward securing the property for its use over the long term; (3) the credit results in a net purchase price of $5,500,000; WHEREAS, the purchase price is based on the fair market value appraisal of the property; and WHEREAS, the Seller is motivated to conclude the sale and offered the credit in consideration for the cost of the City's due diligence and development study costs. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Purchase and Sale Agreement with ALISUE, LLC and ANEFF, LLC. 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 18t" day of October, 2011 by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk #3237 -Dublin, CA CONTRACT OF SALE AND PURCHASE THIS CONTRACT OF SALE AND PURCHASE ("Contract') made as of the day of , 2011 (the "Effective Date"), between ALISUE LLC, a Delaware limited liability company, as to an undivided one-half interest, and ANEFF LLC, a Delaware limited liability company, as to an undivided one-half interest, having an address care of Kin Properties, Inc., 185 NW Spanish River Boulevard, Suite 100, Boca Raton, Florida 33431 (collectively, "Seller"), and the CITY OF DUBLIN, a California municipal corporation, having an address at 100 Civic Plaza, Dublin, California 94568 ("Purchaser"). Seller and Purchaser are hereinafter referred to individually as "Party" and collectively as the "Parties." WITNES SETH: WHEREAS, Seller is the owner of that certain lot, tract and parcel of land known as 6363 Clark Street, in the City of Dublin, County of Alameda, State of California; and WHEREAS, Purchaser has expressed a desire to acquire from Seller said lot, tract and parcel of land at the price and upon the terms and conditions herein set forth; and WHEREAS, Seller desires to sell said lot, tract and parcel of land to Purchaser at the price and upon the terms and conditions herein set forth; and NOW, THEREFORE, the Parties intending to be legally bound, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows: 1. Sale of the Property Subject to the conditions set forth herein, Seller agrees to sell and convey, and the Purchaser agrees to purchase, all that certain lot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being located at 6363 Clark Street, in the City of Dublin, County of Alameda, State of California, (APN 941-1401- 012-05) as described on Exhibit A, attached hereto and made part hereof (the "Property"). 2. Street and Road Bed: This sale includes all right, title and interest, if any, of Seller, in and to any land lying in the bed of any street, road or avenue, opened or proposed in front of or adjoining the Property, to the center line thereof. 3. Purchase Price: The purchase price is Five Million Six Hundred Twenty Thousand and 00/100 Dollars ($5,620,000.00) ("Purchase Price"). The Purchase Price is to be payable as follows: (a) Deposit: Upon execution of this Agreement, Purchaser shall make a deposit for the benefit of Seller in the amount of Twenty Thousand and 00/100 Dollars ($20,000.00) ("Deposit") to be paid by certified or cashier's check or by wire transfer in readily available Federal Funds payable to Title Company for the benefit of Seller and as agent for Seller at the Closing. which Deposit shall beheld in escrow by First American Title Company, 6665 Owens Drive, Pleasanton, California 94588, to the attention of Diane Burton ("Title Company"). Seller G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc and Purchaser agree to provide Title Company with their taxpayer identification numbers. The Deposit shall be applied to the Purchase Price at Closing (defined below) or shall be paid to Seller, unless Purchaser shall be entitled to the return of the Deposit or any portion thereof pursuant to an express provision hereof. If for any reason the Closing does not occur and either Party makes a written demand upon Title Company for payment of the Deposit, Title Company shall give written notice to the other Party of such demand. If Title Company does not receive a written objection from the other Party to the proposed payment within ten (10) business days after the giving of such notice, Title Company is hereby authorized to make such payment. If Title Company does receive such written objection within such ten (10) day period or if for any other reason Title Company in good faith shall elect not to make such payment, Title Company shall continue to hold such amount until otherwise directed by written instructions from the Parties or a final judgment of a court. The Parties acknowledge that Title Company is acting solely as a stakeholder at their request and for their convenience, that Title Company shall not be deemed to be the agent of either of the Parties, except as expressly set forth herein, and that Title Company shall not be liable to either of the Parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this Contract or of any escrow agreement, or involving gross negligence. (b) Balance at Closing: By payment of Five Million Six Hundred Thousand and 00/100 Dollars ($5,600,000.00), plus or minus any adjustments and prorations, as set forth herein, by certified or cashier's check or by wire transfer in readily available Federal Funds payable to Seller or at Seller's direction to Title Company for the benefit of Seller and as agent for Seller at the Closing. 4. Title, Possession, Condition of Premises: (a) Purchaser hereby is granted a period commencing upon full execution of this Contract by the Parties and terminating on the date which isforty-five (45) days thereafter as a period of due diligence ("Purchaser's Due Diligence Period") during which Purchaser shall be entitled to investigate any and all aspects of the Property, including, but not limited to, the physical condition of the Property and the buildings and improvements thereon. In connection therewith, at Purchaser's sole expense it may obtain a survey of the Property, and perform an environmental inspection of the Property, including without limitation a Phase One Environmental Site Assessment, a Phase Two Environmental Site Assessment, and such supplemental testing and assessments as it deems necessary or appropriate; Provided, however, that Purchaser may not core or bore into the Property without the prior consent of the Seller, which consent shall not be unreasonably withheld. In no event shall there be a delay in Closing or extension of the Purchaser's Due Diligence Period because of these items. In the event that this transaction does not close, Purchaser shall provide Seller with copies of any and all physical inspection reports and examinations at Purchaser's cost and expense. Purchaser shall have the right at any time prior to the expiration of said Due Diligence Period to elect not to purchase the Property by giving effective written notice to the Seller in accordance with the provisions of Section 16 below. In the event Purchaser duly elects prior to or at the end of Purchaser's Due Diligence Period not to purchase the Property in accordance with the above, this Contract shall become null and void with neither Party having any liability to the other hereunder except as expressly set forth herein. At that time, one-half (1/2) of the Deposit shall be returned by Title Company to Purchaser, and the remaining one-half (1/2) of the Deposit shall be paid to Seller as an earned consideration for entering into this Contract. Upon expiration of the Purchaser's Due Diligence Period, Purchaser no longer shall have any right pursuant to this Section 4(a) to terminate this Contract and demand return of the Deposit. Time shall be of the essence with respect to Purchaser's Due Diligence Period, and any election by the 2 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc Purchaser not to purchase the Property pursuant to this Section 4(a), and there shall be no extensions of Purchaser's Due Diligence Period. Purchaser hereby covenants and agrees to defend, indemnify and hold harmless Seller from any and all losses, liabilities, costs, repairs, expenses (including reasonable attorneys' fees and fees of other experts), claims, demands, suits, actions, causes of action and damages of any kind or nature (collectively, "Liability") relating directly or indirectly to and caused by Purchaser, its agents, employees or contractors on the Property and the exercise by Purchaser of its right to review the Property during Purchaser's Due Diligence Period, except to the extent that such Liability arises as a result of the negligence or other wrongful conduct of Seller or its agents. Purchaser shall repair all damages to the Property caused by Purchaser, its agents, employees or contractors, all at Purchaser's sole cost and expense. Purchaser's obligations to defend, indemnify, hold harmless, and repair pursuant to this Section 4(a) shall survive any termination of this Contract. Seller has delivered or will deliver to Purchaser within five (5) days of the date of full execution of this Contract, copies of the documents, in Seller's possession and control, listed on Exhibit B, attached hereto and made a part hereof. (b) The Property is to be sold and shall be conveyed subject to the following matters: (1) All present and future zoning, building and environmental laws, ordinances, codes, restrictions and regulations of any municipal, state, Federal or other governmental authority, including without limitation, all boards, bureaus, commissions, departments and bodies thereof, now or hereafter having or acquiring jurisdiction over the Property or the use and improvement thereof. (2) All covenants, restrictions, easements, reservations, conditions, consents and agreements of record, provided that Purchaser shall have the right to review title to the Property pursuant to Section 5 below. (3) The state of facts which would be shown by a current survey and inspection of the Property. (4) The rights, if any, relating to construction, maintenance and operation of public utility lines, wires, poles, cables, pipes, distributing boxes and other equipment and installations on, over and under the Property. (5) Encroachments and projections of walls, foundations, stoops, cellar steps, areas, cornices, trim or other improvements or installations onto the Property or from the Property onto adjoining property; party walls and party wall rights; variations between the record lot lines of the Property and those shown on the tax map; and consents of record for the erection and maintenance of any structures on, under or above any streets or roads in front of or adjoining the Property. (6) Real estate taxes, assessments, water charges, sewer rents and municipal charges, which are not yet due and payable. (7) Any facts, rights, interests or claims which are not shown by the public records, but which could be ascertained by an inspection of said land. (c) At the time of delivery of the Deed the Property shall be conveyed free from all mortgages, liens and monetary encumbrances placed upon the fee title to the same by Seller or others. 3 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc (d) Purchaser agrees to accept possession of the Property in its "AS IS" physical condition and "WITH ALL FAULTS" as of the date of this Contract and Purchaser assumes the responsibility of all ordinary use, wear, tear and deterioration between the date of this Contract and the Closing date. Seller makes no representation or warranty of any kind or nature whatsoever with respect to the suitability of the Property for Purchaser's intended use or any other representation of warranty concerning the Property, including, but not limited to, environmental matters; Provided, however, that nothing herein is intended to excuse Seller's obligations pursuant to California Health and Safety Code Section 25359.7, which requires owners ofnon-residential real property who know, or have reasonable cause to believe, that any release of Hazardous Substances has come to be located on or beneath the real property to provide written notice of same to the buyer of real property. As used in this Contract, "Hazardous Substances" means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Federal, state or local environmental law, as a "hazardous substance", "hazardous material", "hazardous waste", "extremely hazardous waste", "infectious waste", "toxic substance", "toxic pollutant", or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity, and shall also include asbestos or asbestos-containing materials, radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum products or by-products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, and synthetic gas usable as fuel, perchlorate, and methyl tert butyl ether, whether or not defined as a hazardous waste or hazardous substance in any Federal, state or local environmental law. Provided that Seller has complied with California Health and Safety Code Section 25359.7 and Purchaser has been permitted a right of entry and consent to perform due diligence to Purchaser's satisfaction, Purchaser agrees to assume any and all liabilities in connection with the current physical condition of the Property and with any hazardous, dangerous or toxic conditions or substances located or to be found on the Property or any violation of any Federal, state, city, county, town or municipal laws, statutes, ordinances, rules and regulations relating to toxic wastes or asbestos containing materials or any other hazardous or dangerous substances of any kind or nature whatsoever. Upon Closing, Purchaser agrees to indemnify Seller and hold Seller harmless with respect to any and all liability of any kind or nature whatsoever which may arise at any time or under any circumstances in connection with the physical condition of the Property, any substances found thereon or any violation of law in connection therewith. Purchaser agrees to indemnify and hold Seller harmless with respect to any and all violations of health, safety, zoning, building and environmental laws, statutes, ordinances, rules and regulations of any Federal, state, county, city, town, municipal or governmental authority having jurisdiction with respect to the Property. Purchaser agrees to assume all of the responsibilities imposed by all such laws, statutes, ordinances, rules and regulations with respect to the Property and to hold Seller harmless in connection therewith. These provisions shall survive the delivery of the Deed. 5. Title Review and Insurance: (a) Title Review. Purchaser's obligations hereunder are conditioned upon Purchaser reviewing the title to the Property. In the event Purchaser wishes to raise any objections to the title to the Property, Purchaser shall follow the procedure as set forth in Section 5(b) below. In the event that Purchaser does not raise any objections to the title of the Property in accordance with Section 5(b) below, then Purchaser shall be deemed to have agreed to accept title to the Property in the state as set forth in the title insurance commitment. 4 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc (b) Title Commitments and Insurance: Purchaser agrees to order within five (5) days of the full execution of this Contract by the Parties, a current title report ("Title Report") on the Property issued by the Title Company, setting forth all liens, encumbrances, easements, restrictions, conditions, pending litigation, judgments, administrative proceedings, and other matters of record affecting Seller's title to the Property, together with complete and legible copies of all documents relating to exceptions listed in the Title Report ("Title Exceptions"). Upon receipt of the documents so ordered, Purchaser shall furnish copies of them to Seller. It shall be a condition to Closing that Purchaser receive a title commitment for a CLTA Owner's Title Insurance Policy ("Title Policy") or, at Purchaser's election, an ALTA Owner's Title Insurance Policy, to be issued by the Title Company in the amount of the Purchase Price for the benefit and protection of Purchaser, showing fee simple title to the Property vested in Purchaser, subject only to Permitted Exceptions (defined below), including such endorsements as may reasonably be requested by Purchaser, and committing Title Company to issue the Title Policy to Purchaser upon Closing. In no event shall there be a delay in Closing or extension of the Purchaser's Due Diligence Period because of Purchaser's request for the issuance of an ALTA policy rather than a CLTA commitment or policy. In the event that the Property is not conveyed by Seller to Purchaser for any reason whatsoever, the cost of the Title Policy commitment for the Property and any related escrow fees and cancellation charges shall be paid by Purchaser. In the event the Property is conveyed by Seller to Purchaser as called for in this Contract, then Purchaser shall pay upon Closing the cost for said commitment and all premiums charged by Title Company for any Title Policy for the Property in the amount of the Purchase Price as set forth in Section 3 above. The cost or expense for any endorsements to the Title Policy or requests to the Title Company shall be paid for by Purchaser. Within seven (7) business days after receipt of said Title Report, Purchaser shall notify Seller and shall deliver to Seller a written statement of objections as to any of the Title Exceptions. In the event Purchaser does not furnish Seller with such a written statement of objections within seven (7) business days of receipt of said Title Report, Purchaser shall be deemed to have waived any and all objections to said Title Report and the status of title of the Property. Any Title Exceptions to which Purchaser does not object to in writing shall be deemed "Permitted Exceptions." If Purchaser shall advise as to any objections to Title Exceptions as reflected in said Title Report, then Seller shall have the right at its option to cure said objections or the right not to cure said objections. Seller shall notify Purchaser as to its election within seven (7) days after receipt of Purchaser's notice of objections. If Seller shall elect not to cure said objections, then Purchaser shall have the right to elect to either accept title or to terminate this Contract. Purchaser shall notify Seller as to its election within seven (7) days of receipt of Seller's notice to Purchaser of its election not to cure said objections. If Purchaser shall fail to give Seller such notice of Purchaser's election to either accept title or terminate this Contract within the time specified, it shall be presumed conclusively that Purchaser has elected to accept title to the Property subject to such objected items. If Purchaser elects to terminate this transaction within the time specified above neither Purchaser nor Seller shall have any further liability hereunder, except that Purchaser shall be entitled to the return of one-half of the Deposit and Purchaser shall be obligated to pay all charges relating to said Title Policy commitment and to repair any damages to the Property caused by Purchaser as a result of its review of the Property during Purchaser's Due Diligence Period. The balance of the Deposit shall be paid to Seller as an earned consideration for entering into this Contract. Any interest accrued on the Deposit shall be divided evenly between Seller and Purchaser. In the event Seller elects to cure any objections raised by Purchaser concerning Title Exceptions, Seller shall have a reasonable period of time within which to cure such objections, including any period of time up to the Closing date, and Purchaser shall grant Seller one (1) extension of time of Closing of up to thirty (30) days for such purpose, In the event such title objections have not been cured by such time, including such extension of time, either Party shall have the right to terminate this Contract. After Purchaser 5 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc has approved the state of title as per the above, Purchaser shall have no right to object to the state of title to the Property, except as to any encumbrances on title caused by Seller or arising as a result of the actions of Seller between said time and the date of Closing. Purchaser further agrees that no item shall be deemed to be an objection to the marketability of title in the event Purchaser is able to obtain at a reasonable cost affirmative insurance against loss with respect to any such item and/or insurance against the collection of such item from the Property or enforcement of such item against the Property. 6. Deed: At closing, Seller shall convey title to the Property to the Purchaser by grant deed ("Deed"), substantially in the form of Exhibit C attached hereto and made a part hereof. 7. Destruction or Condemnation: If prior to the date of Closing (a) the whole or any portion of any building on the Property shall be destroyed by fire or other casualty, or (b) all or any portion of the Property shall be condemned or taken by eminent domain by any competent authority for any public or quasi-public use or purpose, then in any such event, Seller shall have the option to cancel this Contract or conclude the transaction herein provided for. If Seller shall elect pursuant to such option to cancel this Contract, it shall do so by written notice to the Purchaser within a period of not more than ten (10) days after Seller's receipt of notice of the occurrence of any of the events set forth above. In such event, both Parties shall be relieved and discharged of all further liability hereunder, and the Deposit, with interest, shall be returned to Purchaser. If, however, Seller shall not so elect to cancel this Contract, then there shall be no reduction in the Purchase Price and Purchaser shall be entitled, on or after Closing, in the case of fire or other casualty, to receive from insurance carriers all insurance proceeds or, in the case of condemnation or taking by eminent domain, to receive the entire award for the Property or the portion thereof so taken and Seller will execute and deliver to Purchaser on the Closing hereunder all proper instruments for the assignment and collection of such proceeds or award. Seller agrees to notify Purchaser in the event of any casualty or in the event it receives notice of any condemnation or taking by eminent domain. 8. Seller's Inability to Convey Title: In the event that Seller is unable to convey title in accordance with the terms of this Contract for any reason whatsoever, the sole liability of the Seller shall be to cause Title Company to refund to the Purchaser the Deposit (or so much thereof as has been delivered to Title Company) and upon such return this Contract and the lien, if any, of Purchaser against the Property shall wholly cease. Purchaser may, nevertheless, at its option accept such title as Seller maybe able to convey, without reduction of the Purchase Price and without any other liability on the part of the Seller. 9. Prior Understandings and Agreements: All understandings and agreements heretofore had between the Parties are merged in this Contract, which alone fully and completely expresses their agreement and that the same is entered into after full investigation, neither Party relying upon any statement or representation not embodied in this Contract, made by the other. Seller has determined to sell the Property to Purchaser under threat of condemnation by Purchaser. 10. Dates and Place of Closing: The Closing of the transaction contemplated hereunder (the "Closing") shall take place in escrow at the offices of Title Company's offices on the date which is fifteen (15) days after the expiration of Purchaser's Due Diligence Period (the "Closing Date"), or such other date or place as maybe agreed to by the Parties, but in no event after December 31, 2011. Whenever the word "day" or "days" is used, in the absence of any other adjective, it shall be deemed to be, "calendar days." Should any time period elapse on a 6 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc Saturday, Sunday or National Holiday, the date of termination of such period shall be the next business day thereafter. 11. Delivery of Deed in Escrow: Seller reserves the right to deliver the Deed in escrow to Title Company as set forth above, which shall record the Deed to the Purchaser after payment of the balance of the Purchase Price and remission of said sum and the Deposit to the Seller. 12. A~licable Law: This Contract shall be governed by and construed in accordance with the laws of the State of California. 13. No Offer: This Contract is not an offer and shall not be binding upon the Seller unless and until it is signed by Seller, approved by Purchaser's City Council, and thereafter is executed by Purchaser. 14. DEFAULT: SHOULD PURCHASER DEFAULT IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS OR DUTIES UNDER THE TERMS OF THIS CONTRACT, THE DEPOSIT PAID ON ACCOUNT OF THIS CONTRACT MAY BE RETAINED BY THE SELLER AS LIQUIDATED DAMAGES AS THE SOLE REMEDY AVAILABLE TO SELLER AND THIS CONTRACT THEREUPON SHALL BECOME NULL AND VOID, NEITHER PARTY HAVING ANY FURTHER RIGHTS AGAINST THE OTHER, EXCEPT TO THE EXTENT EXPRESSLY STATED TO THE CONTRARY IN THIS CONTRACT. SHOULD SELLER DEFAULT IN THE CONVEYANCE OF THE PROPERTY, THE PURCHASER' S SOLE AND EXCLUSNE REMEDY SHALL BE TO RECENE A REFUND OF THE DEPOSIT. Purchaser's Initials: Seller's Initials: 15. No Oral Modification: This Contract may not be changed or terminated orally but only by an agreement in writing signed by the Parties. 16. Notices: All notices given or required to be sent by the Parties shall be deemed to be duly given only if sent by registered or certified mail, return receipt requested, and deposited postage prepaid in a post office box regularly maintained or if sent by overnight delivery service as provided by Federal Express Corporation or other overnight delivery service of national reputation ("Other Carrier") with all charges prepaid and delivered to a Federal Express Corporation authorized office or agent or office or agent of Other Carrier addressed to the parties hereto at their respective addresses as set forth herein. Said notices shall be deemed given upon the earlier of the actual receipt of said notice by the party to whom it is sent or the date which postal records or Federal Express Corporation records or the records of Other Carrier first indicate that delivery was attempted. The addresses of the Parties for notices hereunder are: Seller: Alisue LLC and Aneff LLC c/o Kin Properties, Inc. 185 NW Spanish River Boulevard Suite 100 Boca Raton, Florida 33431 7 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc Purchaser: City of Dublin 100 Civic Plaza Dublin, California 94568 Attention: City Manager With a copy to: John Bakker, Esq. Meyers Nave 555 12th Street, Suite 1500 Oakland, California 94607 or at such other address as a Party shall have designated by written notice to the other Party as herein provided. 17. Closing Costs: Any and all transfer taxes, state and local documentary stamp fees and recording charges required to be paid in connection with the conveyance provided for hereunder shall be paid for by Purchaser notwithstanding local custom. Purchaser shall pay any and all escrow fees payable to Title Company in connection herewith. Purchaser shall pay the costs associated with the title commitment, the Title Policy as per Section 5(b), and any survey as per Section 4(b) above, regardless of whether or not the Closing occurs. Each Party shall bear its own legal fees incurred in connection with the negotiation of this Contract and the Closing. 18. Documents to be Delivered at Closing: (a) At or before Closing, Seller will furnish to Purchaser or to Title Company the following documents: (1) The Deed as required hereunder, substantially in the form attached hereto as Exhibit C, duly executed and acknowledged, conveying to Purchaser fee simple title to the Property, subject only to Permitted Exceptions. (2) An Affidavit as required by the Foreign Investment in Real Property Tax Act. (3) Any applicable transfer tax return forms. (4) The documents required pursuant to Section 23 below, if any. (b) At or before Closing, Purchaser will deliver to Title Company the following: (1) The balance of the Purchase Price. (2) A duly executed Certificate of Acceptance substantially in the form attached hereto as Exhibit D, as required by California Government Code Section 27281 (3) The documents required pursuant to Section 23 below, if any. (4) Any applicable transfer tax return forms. (c) The Parties hereby agree to execute and deliver to Title Company such additional instruments as maybe necessary and appropriate to close the transaction contemplated hereunder, including but not limited to, a Closing Statement. 8 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc 19. Brokerage: The Parties agree that no broker brought about this sale other than Cassidy Turley BT Commercial (the `Broker"). Seller agrees to pay a brokerage agreement to Broker, and Purchaser shall have no responsibility to make any payment to Broker. Seller agrees to indemnify and hold Purchaser harmless from and against any and all other claims for brokerage commissions (including reasonable attorneys' fees) incurred by reason of a claim against Purchaser for a commission or finder's fee as a result of Seller having dealt with any other real estate brokers or finders in connection therewith other than Cassidy Turley BT Commercial, or for Seller's failure to pay Broker as provided above. The provisions of this Section 19 shall survive the termination of this Contract or delivery of the Deed. 20. No Assi n'g ment: This Contract may not be assigned by Purchaser without Seller's written consent. 21. Taxpayer Identification Numbers: The taxpayer identification numbers of the parties to this Contract are as follows: (a) Seller: Aneff LLC #13-6777071 Alisue LLC #13-6703115 (b) Purchaser: City of Dublin #94-2825202 22. A~ortionments: Notwithstanding Section 4(b)(6) of this Contract, all adjustments and prorations, including, but not limited to adjustments and prorations with respect to real estate taxes, assessments and utility charges shall be made as of midnight of the day immediately preceding the actual Closing date. Property taxes prorations shall be based on the most recent tax bill available, including any property taxes which maybe assessed after the date of Closing but which pertain to the period prior to the transfer of title to the Property to Purchaser, regardless of when or to whom notice thereof is mailed. At Closing, Purchaser shall receive a credit in the amount of One Hundred Twenty Thousand Dollars ($120,000.00) ("Purchaser's Credit'). 23. Exchange: Seller has advised Purchaser of its intention to seek to effect a tax deferred exchange pursuant to Section 1031 of the Internal Revenue Code, in connection with the conveyance of the Property. If Seller is able to negotiate terms acceptable to Seller for the transfer or acquisition of an exchange property or properties, then Purchaser agrees to accommodate Seller in seeking to effect a tax deferred exchange for that property or properties. Seller shall have the right, expressly reserved here, to transfer the Property in exchange for such exchange property or exchange properties so identified by Seller so that Seller shall become the owner of the exchange property or properties and the owner of the exchange property or properties shall become the owner of the Property subject to all obligations of Seller hereunder. The owner of the exchange property then shall complete this Contract. In the alternative, Purchaser agrees to cooperate with Seller with respect to such exchange and agrees to execute all documentation required to effectuate such exchange, including, but not limited to, an Exchange Trust Agreement and Designation of Exchange Property. Purchaser makes no warranty whatsoever with respect to the qualification of the transaction for tax deferred exchange treatment under Section 1031 and Purchaser shall have no responsibility, obligation or liability with respect to the tax consequences to Seller. Purchaser shall incur no additional costs or expenses in this transaction as a result of or connected with the exchange (although Purchaser shall be responsible for its own attorneys' fees). The covenants, obligations and indemnities contained in this Section 23 shall survive the Closing of the Property and delivery of the Deed. 9 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc 24. Purchaser's Acknowledgment: In entering into this Contract, Purchaser has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller or any agent, employee or other representative of Seller or by any broker or any other person representing or purporting to represent Seller, which are not expressly set forth in this Contract, whether or not any such representations, warranties or statements were made in writing or orally. 25. Survival: The delivery of the Deed by Seller and the acceptance thereof by Purchaser shall be deemed the full performance and discharge of every obligation on the part of the Seller and Purchaser to be performed hereunder, except to the extent expressly stated to the contrary in this Contract or in any Exhibits attached hereto. 26. Prior Agreements: This Contract and the Exhibits attached hereto embody and constitute the entire understanding between the parties with respect to the transaction herein, and all prior agreements, oral or written, are merged into this Contract. Neither this Contract nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. 27. Captions: The captions in this Contract are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Contract or any of the provisions hereof. 28. Binding Effect: This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. 29. Counterparts: This Contract maybe executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, binding on the Seller and Purchaser, and the signature of any party to any counterpart shall be deemed a signature to, and maybe appended to, any other counterpart. 30. No Third Party Beneficiaries. Nothing in this Contract is intended to or shall confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder. 31. Parties Not Co-Venturers. Nothing in this Contract is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 32. Non-Liability of Officials, Employees and Agents. No member, official, employee or agent of Purchaser shall be personally liable to Seller or its successors in interest in the event of any default or breach by Purchaser or for any amount which may become due to Seller or its successors in interest pursuant to this Contract. 33. Litigation Costs. If any legal action or any other proceeding, including without limitation arbitration or action for declaratory relief, is brought for the enforcement of this Contract or because of an alleged breach or default in connection with this Contract, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and other costs, in addition to any other relief to which such Party maybe entitled. 34. Authority; Due Execution; EnforceabilitX. Seller has the full right, power and authority to execute, deliver and perform all obligations of Seller under this Contract and all 10 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc other instruments delivered or to be delivered by Seller prior to Closing (collectively, the "Documents"), and the execution, performance and delivery of this Contract and the Documents by Seller have been duly authorized by all requisite actions. The person or persons executing this Contract on behalf of Seller is/are duly authorized to do so. This Contract and the Documents constitute valid and binding obligations of Seller, enforceable in accordance with their respective terms. 35. Severability. If any term, provision or condition of this Contract is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Contract shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged thereby. 36. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. [Signature Page Follows] 11 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc IN WITNESS WHEREOF, this Contract has been duly executed to be effective as of the day and year first above written. SELLER: PURCHASER: ALISUE LLC, a Delaware limited liability CITY OF DUBLIN, a California municipal company corporation By: Kinsan Management Corp., a Delaware corporation, Its Manager By: Name: Joni Pattillo Its: City Manager By: Name: Title: ATTEST: ANEFF LLC, a Delaware limited liability company Caroline Soto, City Clerk By: Kinsan Management Corp., a Delaware corporation, Its Manager APPROVED AS TO FORM: By: John Bakker, City Attorney Name: Title: Attachments: Exhibit A -Legal Description Exhibit B -Seller's Informational Items Exhibit C -Form of Grant Deed Exhibit D -Form of Certificate of Acceptance 12 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc Exhibit A To Contract of Sale and Purchaser Leal Description The land referred to herein is situated in the State of California, County of Alameda, City of Dublin, described as follows: BEGINNING at a point on the Eastern line of Clark Avenue, as said line was established by the Grant of Right of Way by Foremost Dairies, Inc., to the County of Alameda, recorded October 5, 1966, on Reel 1852, Image 760, under Recorder's Series No. AY 115696, Alameda County, Records, said point being the Southern terminus of the course South 21° 12' 43' West 358.81 feet, as said course is shown in said Grant; RUNNING THENCE along said Eastern line of Clark Avenue North 21° 12' 43" East 358.81 feet to the beginning of a tangent 42.00 foot radius curve; THENCE along said 42.00 foot radius curve to the right, through a central angle of 86° 03' 25", a distance of 63.08 feet to a point on the Southerly line of Dublin Boulevard, as said line was established by the Grant of Right of Way by Volk-McLain Communities, Inc. to the County of Alameda, dated August 19, 1964, recorded August 28, 1964, on Reel 1298, Image 16, under Recorder's Series No. AW-138893, Alameda County Records; THENCE along said Southerly line of Dublin Boulevard, and tangent to the last mentioned curve, South 72° 43' S4" East 371.55 feet to a point on the Eastern line of the parcel of land described in the deed by Volk-McLain Communities, Inc. to Foremost Dairies, Inc. dated May 26, 1965, recorded June 2, 1965, under Recorder's Series No. AX-75362, Alameda County Records; THENCE along the last named line, South 20° 49' 00" West 134.48 feet to the beginning of a tangent 439.05 foot radius curve; THENCE along said 439.05 foot radius curve to the right, through a central angle of 8° 49' S5" a distance of 67.68 feet; THENCE tangent to said curve, South 29° 38' S5" West 541.48 feet; THENCE leaving said Westerly line, North 42° 22' 20" West 409.02 feet to the Southeasterly line of Clark Avenue; THENCE along the last named line, from a tangent that bears North 55° 25' 16" East, and along a curve to the left with a radius of 230 feet, through a central angle of 34° 12' 33", a distance of 137.32 feet, to the POINT OF BEGINNING. EXCEPTING THEREFROM'/z of all oil, gas and other hydrocarbon substances below a depth of 13 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc 500 feet, without surface entry rights, contained in the Deed by Volk-McLain Communities, Inc., formerly The Volk-McLain Co., a corporation, dated May 16, 1965, and recorded June 2, 1965, Reel 1517, Image 925, Official Records, Instrument No. AX-75362. FURTHER EXCEPTING THEREFROM property conveyed by Grant Deed dated February 15, 2002, from Sanford Sandelman, as Trustee of the Alisue Trust, under Trust Agreement made August 27, 1975, as to an undivided 50% interest, and Susan Sandelman, as Successor Trustee of the Aneff Trust, under Trust Agreement made December 5, 1979, as to an undivided 50% interest, (as Grantor) to the City of Dublin, a Municipal Corporation, (as Grantee) described as follows: BEGINNING at the most easterly corner of said lands at a point on the Southerly line of Dublin Boulevard as established by the Grant of right of way by Volk-McLain Communities, Inc. to the County of Alameda, dated August 19, 1964, recorded August 28, 1964, on Reel 1298, Image 16 under Recorder's Series No. AW-138893 of Alameda County Records; THENCE along the Northerly line of said lands and the Southerly line of Dublin Boulevard N 72° 43' 46" W 113.207 meters; THENCE along last said line along a curve to the left having a radius of 12.803 meters, through a central angle of 86° 03' 23" for an arc length of 19.228 meters; THENCE S 21° 12' S 1" W 3.120 meters; THENCE along anon-tangent curve to the right having a radius of 12.562 meters, from a tangent that bears N 21° 12' S 1" E, through a central angle of 86° 03' 15" for an arc length of 18.867 meters; THENCE S 72° 43' S4" E, 113.396 meters to the Southeasterly line of said lands; THENCE N 21° 49' 31" E 3.342 meters to the POINT OF BEGINNING. Containing 416.1 square meters, more or less. Assessor Parcel Number: 941-1401-12-4 Property Address: 6363 Clark Avenue, Dublin , CA 94568 14 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc Exhibit B To Contract of Sale and Purchaser Seller's Deliveries Under Section 4(a) Documents Delivered to Purchaser From Seller -"Supplemental Asbestos Survey Report" dated October 8, 2008, prepared by RGA Environmental, Inc. (62 pages) -"Additional Site Investigation Report" dated October 31, 2007, prepared by Groundwater & Environmental Services, Inc. (72 pages) - Letter re: Additional Site Investigation Report, dated November 5, 2007, from EMG to Kin Properties (one page) -ALTA/AGSM Land Title Survey, prepared by Kier & Wright (one page) -Preliminary Report dated May 18, 2007, prepared by First American Title (18 pages) -Letter re: Facility Closure -National Food Laboratory, dated February 11, 2009, from Alameda County Health Care Services to The National Food Laboratory, Inc. (one page) -Preliminary Report dated July 29, 2011, with related instruments, prepared by First American Title Company (94 pages) -Preliminary Report dated December 10, 2010 (January 14, 2011 Update), prepared by First American Title (nine pages) -Letter re: Additional Groundwater Sampling Report, dated December 12, 2007, from EMG to Kin Properties (one page) -Letter re: Additional Groundwater Sampling, dated December 10, 2007, from Groundwater & Environmental Services, Inc. to EMG, with results (39 pages) 1721974.2 15 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc Exhibit C To Contract of Sale and Purchaser Form of Grant Deed RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Dublin 100 Civic Plaza Dublin, California 94568 Attention: City Clerk EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE Section 27383 SPACE ABOVE THIS LINE FOR RECORDER'S USE Mail Tax Statements to: The undersigned grantor declares: Documentary Transfer Taxis shown on a separate sheet attached to this deed and is not a part of the public record. (signature of grantor above) Assessor Parcel Number: 941-1401-12-4 GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ALISUE LLC, a Delaware limited liability company, and ANEFF LLC, a Delaware limited liability company, (collectively, "GRANTOR") hereby GRANT to THE CITY OF DUBLIN, a California municipal corporation ("GRANTEE"), that certain real property in the City of Dublin, County of Alameda, State of California, more particularly described as follows: See Exhibit "A" attached hereto and incorporated herein by reference 16 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc IN WITNESS WHEREOF, this Grant Deed has been duly executed as of the day of 2011. ANEFF LLC, a Delaware limited liability company By: Kinsan Management Corp., a Delaware corporation, Its Manager By: Name: Title: STATE OF FLORIDA ) )SS COUNTY OF PALM BEACH ) The foregoing instrument was acknowledged before me this day of 2011, by ,the of Kinsan Management Corp., the Manager of Aneff LLC, on behalf of the limited liability company. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. [NOTARY STAMP] Notary Public ALISUE LLC, a Delaware limited liability company By: Kinsan Management Corp., a Delaware corporation, Its Manager By: Name: Title: 17 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc STATE OF FLORIDA ) )SS COUNTY OF PALM BEACH ) The foregoing instrument was acknowledged before me this day of 2011, by ,the of Kinsan Management Corp., the Manager of Alisue LLC, on behalf of the limited liability company. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. [NOTARY STAMP] Notary Public 18 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc Exhibit A To Grant Deed Legal Description The land referred to herein is situated in the State of California, County of Alameda, City of Dublin, described as follows: BEGINNING at a point on the Eastern line of Clark Avenue, as said line was established by the Grant of Right of Way by Foremost Dairies, Inc., to the County of Alameda, recorded October 5, 1966, on Reel 1852, Image 760, under Recorder's Series No. AY 115696, Alameda County, Records, said point being the Southern terminus of the course South 21° 12' 43' West 358.81 feet, as said course is shown in said Grant; RUNNING THENCE along said Eastern line of Clark Avenue North 21° 12' 43" East 358.81 feet to the beginning of a tangent 42.00 foot radius curve; THENCE along said 42.00 foot radius curve to the right, through a central angle of 86° 03' 25", a distance of 63.08 feet to a point on the Southerly line of Dublin Boulevard, as said line was established by the Grant of Right of Way by Volk-McLain Communities, Inc. to the County of Alameda, dated August 19, 1964, recorded August 28, 1964, on Reel 1298, Image 16, under Recorder's Series No. AW-138893, Alameda County Records; THENCE along said Southerly line of Dublin Boulevard, and tangent to the last mentioned curve, South 72° 43' S4" East 371.55 feet to a point on the Eastern line of the parcel of land described in the deed by Volk-McLain Communities, Inc. to Foremost Dairies, Inc. dated May 26, 1965, recorded June 2, 1965, under Recorder's Series No. AX-75362, Alameda County Records; THENCE along the last named line, South 20° 49' 00" West 134.48 feet to the beginning of a tangent 439.05 foot radius curve; THENCE along said 439.05 foot radius curve to the right, through a central angle of 8° 49' S5" a distance of 67.68 feet; THENCE tangent to said curve, South 29° 38' S5" West 541.48 feet; THENCE leaving said Westerly line, North 42° 22' 20" West 409.02 feet to the Southeasterly line of Clark Avenue; THENCE along the last named line, from a tangent that bears North 55° 25' 16" East, and along a curve to the left with a radius of 230 feet, through a central angle of 34° 12' 33", a distance of 137.32 feet, to the POINT OF BEGINNING. 19 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc EXCEPTING THEREFROM'/z of all oil, gas and other hydrocarbon substances below a depth of 500 feet, without surface entry rights, contained in the Deed by Volk-McLain Communities, Inc., formerly The Volk-McLain Co., a corporation, dated May 16, 1965, and recorded June 2, 1965, Reel 1517, Image 925, Official Records, Instrument No. AX-75362. FURTHER EXCEPTING THEREFROM property conveyed by Grant Deed dated February 15, 2002, from Sanford Sandelman, as Trustee of the Alisue Trust, under Trust Agreement made August 27, 1975, as to an undivided 50% interest, and Susan Sandelman, as Successor Trustee of the Aneff Trust, under Trust Agreement made December 5, 1979, as to an undivided 50% interest, (as Grantor) to the City of Dublin, a Municipal Corporation, (as Grantee) described as follows: BEGINNING at the most easterly corner of said lands at a point on the Southerly line of Dublin Boulevard as established by the Grant of right of way by Volk-McLain Communities, Inc. to the County of Alameda, dated August 19, 1964, recorded August 28, 1964, on Reel 1298, Image 16 under Recorder's Series No. AW-138893 of Alameda County Records; THENCE along the Northerly line of said lands and the Southerly line of Dublin Boulevard N 72° 43' 46" W 113.207 meters; THENCE along last said line along a curve to the left having a radius of 12.803 meters, through a central angle of 86° 03' 23" for an arc length of 19.228 meters; THENCE S 21° 12' S 1" W 3.120 meters; THENCE along anon-tangent curve to the right having a radius of 12.562 meters, from a tangent that bears N 21° 12' S 1" E, through a central angle of 86° 03' 15" for an arc length of 18.867 meters; THENCE S 72° 43' S4" E, 113.396 meters to the Southeasterly line of said lands; THENCE N 21° 49' 31" E 3.342 meters to the POINT OF BEGINNING. Containing 416.1 square meters, more or less. Assessor Parcel Number: 941-1401-12-4 Property Address: 6363 Clark Avenue, Dublin (San Ramone), CA 94568 20 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc Exhibit D Form of Certificate of Acceptance CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed dated 20~ executed by Alisue LLC, a Delaware limited liability company, and Aneff LLC, a Delaware limited liability company (collectively, "Grantor") to the City of Dublin, a California municipal corporation ("Grantee"), is hereby accepted on behalf of the City of Dublin by its City Manager pursuant to authority conferred by Resolution No. ,adopted by the City Council of the City of Dublin on , 20~ and that the Grantee consents to recordation of the Grant Deed by its duly authorized officer. Dated , 2011 By: Joni Pattillo, City Manager ATTEST: By: Caroline Soto, City Clerk APPROVED AS TO FORM: By: John Bakker, City Attorney 21 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc STATE OF CALIFORNIA ) COUNTY OF ALAMEDA ) On , 20_, before me, ,(here insert name and title of the officer), personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 1726452.1 22 G:ACGMTGS\Temporary Staff Reports to PDFtItem 4.8 Attachment 2. doc CITY OF DUBLIN FY 201'1 - 2012 BUDGET CHANGE FORM C~lANGE FORM # New Appropriations (City Council Approval Required): Budget Transfers: X From Unappropriated Reserves X From Budgeted Contingent Reserve ($5,600,000 from Committed Fund Balance {10o1.9S09-8910'l) Innovations & New Opportuni#ies) Within Same Department Activity X From New Revenues Between Departments (City Couneil Approval Regd) ($120,000 Credit from Seller) Other ` DECREASE BUDGET ACCOUNT AMOUNT iNCREASE BUDGET ACCOUNT AMOUNT Decrease 1 Budget Transfer Name: EXPENSE -GENERAL FUND Name: EXPENSE --GENERAL FUND -Building Management - Contract - Non_Departmental - Budgeted Services-Bldg Maintenance Contingency $50,t)OD expansion Site 6363 CEark Ave} $ 50,00© GL Account # 1001.1901.81101 GL Account # 1001.1801.64005 NEW CIP Name: EXPENSE GEN>WRAL FUND Civic Center Site Expansion - $ 100,000 Contract Services Project # 930016.9200.9201.1001 GL Account # 3300.9301,64001 Name: EXPENSE GENERAt_ FUND Civic Center Site Expansion - Capital Outlay -Building $1,650,000 Project #930016.9700.9741.1001 GL Account # 3300.9301.73104 Name: EXPENSE -GENERAL FUND Civic Center Site Expansion $3,970,000 Capital Outlay -Land Project #930016.9300.9301.1001 GL Account # 3300.9301.73105 CIP ENTRY TRANSFERS TRANSFER OUT: General Fund $5,72fl,flfl0 Name: REVENUE -GENERAL FUND REVENUE GL Account 1001.9301.89101 Miscellaneous- Reimbursement TRANSFER IN: General (Improvement Credit) $120,000 $5,720,000 General Improvements CIP Fund GL Account # 1001.0000.49141 Project 93fl016.93fl1 GL Account 3300.9301.49999 ASDIFin Mgr Date Signature REASON FOR BUDGET CHANGE ENTRY: As presented to the City Council on October 18, 2011, the City is pursuing a new Capital Project "Civic Center Site Expansion" with the acquisition of property at 6363 Clark Avenue. -This Budget Change will: 1) Transfer within the Operating Budget $50,000 for site operating costs; 2) A new CIP appropriating $5,600,000 from the committed fund balance established for Innovations & New Opportunities and $120,000 from new revenue which is a credit from the Seller. This is shown as new revenue on the Bud et Chan e. As approved at fhe City Council Meeting on: Date 1 011 812 0 1 1 Posted By Date G:1Budget Cha~~ges14_20t l 1219 1D 18_I1_Civic CenterSiteExpansion.doc ATTACHMENT 3 RESOLUTION NO. XX- 11 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ESTABLISHING A NEW CAPITAL IMPROVEMENT PROGRAM PROJECT-CIVIC CENTER SITE EXPANSION (PROJECT #930016) WHEREAS, the City is proposing to revise the adopted 2010 - 2015 Capital Improvement Program (CIP) by adding a single project entitled Civic Center Site Expansion (6363 Clark Avenue) Project #930016); and WHEREAS, the first phase of work to be undertaken will be to fund the land acquisition of 6363 Clark Avenue in Dublin, the former site of the National Food Lab, and a future study and evaluation needs of the site for Civic Center expansion options; and WHEREAS, in addition to the purchase price the City Council is requested to appropriate $100,000 for contract services associated with the study of the site for civic purposes; and WHEREAS, the source of funding for the initial facility acquisition is proposed to be the General Fund Balance committed for Innovations and New Opportunities and a credit of $120,000 from the seller of the property; and WHEREAS, Resolution 106-11 which established the fund balance committed for Innovations and New Opportunities requires approval by the City Council to appropriate funds from this source. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin adopts this resolution to establish a new Capital Improvement Program Project -Civic Center Site Expansion (6363 Clark Avenue) Project #930016. PASSED, APPROVED AND ADOPTED this 18t" day of October, 2011 by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk