Loading...
HomeMy Public PortalAboutResolution - 04-20- 20040623 - Pulgas Ridge Closing I RESOLUTION NO. 04-20 RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENiNSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING EXECUTION OF THE AGREEMENT FOR SALE OF REAL ESTATE, AUTHORIZING OFFICER OR GENERAL MANAGER TO EXECUTE CERTIFICATE OF ACCEPTANCE OF GRANT TO DISTRICT,AUTHORIZE GENERAL MANAGER TO ENTER INTO REVOCABLE PERMIT, AND AUTHORIZING GENERAL MANAGER TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO CLOSING OF THE TRANSACTION(PULGAS RIDGE OPEN SPACE PRESERVE— LANDS OF CITY AND COUNTY OF SAN FRANCISCO) The Board of Directors of Midpeninsula Regional Open Space District does resolve as follows: Section One. The Board of Directors of Midpeninsula Regional Open Space District does hereby accept the offer contained in that certain Agreement for Sale of Real Property between the City and County of San Francisco and the Midpeninsula Regional Open Space District,and authorize execution thereof,a copy of which is attached hereto and by this reference made a part hereof. Section Two. The General Manager or President of the Board of Directors or other appropriate officer is authorized to execute Certificate of Acceptance for the Deed on behalf of District. Section Three. The General Manager is authorized to execute the Revocable Permit for Public Trail. Section Four. The General Manager of the District shall cause to be given appropriate notice of acceptance to seller. The General Manager is further authorized to execute any and all other documents in escrow necessary or appropriate to the closing of the transaction. Section Five. The General Manager of the District is authorized to expend up to $I2,000 to cover the cost of title insurance, escrow fees, survey costs, lot line adjustment applications, and other miscellaneous costs related to this transaction. Section Six. The General Manager and General Counsel are further authorized to approve any technical revisions to the attached Agreement for Sale of Real Property, Revocable Permit and documents which do not involve any material change to any term of the Agreement or documents,which are necessary or appropriate to the closing or implementation of this transaction. Section Seven. It is intended, reasonably expected, and hereby authorized that the District's general fund will be reimbursed in the amount of$2,500.00 from the proceeds of the next long-term District note issue. This Section of this Resolution is adopted by the Board of Directors of the Midpeninsula Regional Open Space District solely for purposes of establishing compliance with the requirements of Section 1.103-18 of the Treasury Regulations. The reimbursement of this payment expenditure is consistent with the District's budgetary and financial circumstances. There are no funds or sources of monies of the District that have been, or are reasonably expected to be, reserved or allocated on a long-term basis,or otherwise set aside to pay the costs of this open space land-acquisition project which are to be paid or reimbursed . The Board of Directors hereby declares the proceeds of indebtedness to be issued b y out of proc y the District If for this open ace land o reimburse itself o District's official intent to use proceeds of indebtedness t p P acquisition project expenditure. I RESOLUTION No. 04-20 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on June 23, 2004, at a Regular Meeting thereof, by the following vote: AYES: J. Cyr, M. Davey, N. Hanko, L. Hassett, D. Little, K. Nitz, P. Siemens NOES: None ABSTAIN: None ABSENT: None ATTEST: APPROVED: ^ �I "Secretary President Board of Directors Board of Directors I I, the District Clerk of the Midpeninsula Regional Open Space District, hereby certify that the above is a true and correct copy of a resolution duly adopted by the Board of Directors of meeting thereof duly the Midpeninsula Regional Open Space District by the above vote at a me g y held and called on the above day. D' Clerk II i ORIGINAL AGREEMENT FOR SALE OF REAL ESTATL by and between CITY AND COUNTY OF SAN FRANCISCO, as Seller and MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, as Buyer For the sale and purchase of A portion of Parcel No. 093-150-020, San Mateo County, California October 21, 2004 i i TABLE OF CONTENTS �g� !. SALE AND PURCHASE l � 1.1 Property Included io Sale...........................................................................................l � � � 2 ��(���8 l . ~~�~~.^.~^, � 3. ]CI][DE 1 � Il Conditions of Title.....................................................................................................l � 3.2 Deed Covenants.........................................................................................................l 3.3 Buyer's Responsibility for Title Insurance.................................................................2 4. `^AS~0S^, PURCHASE; RELEASE OF CITY 2 � 4.1 Buyer's Independent Investigation--------_.---~---.—.—.—.—.__..—.2 4`2 Entry and Indemnity ---..---.--..—.—.—.—.—..—.—.—.__'..__.._.____,3 4.3 "As-Is" Purchase.--.—..---.---.—..--.--.—.—_.—..—...—.—...—......--.3 4/4 Release nf City...........................................................................................................4 � 4.5 —__--~'—'--'--`'—'—^~--'—'--^--'`---'''5 � � 5. CONDITIONS PRECEDENT 5 � 5.1 Buyer's Conditions Precedent....................................................................................5 5.2 Contingency Period....................................................................................................5 � 5 � ����� K�ood��wu�m�c���ot 6 � � . _'`' .—.^.---~.....—_----.-.-,.—..,--.—.—...---. � � � 5.4 Failure ofCity'm Conditions Precedent .—..—.—.—.—.—.—.-.--.~.---.—....—._..6 � � � 6. ESCROW AND CLOSING M � � 6.1 Escrow........................................................................................................................0 � 6.2 Closing Date.-.—..—...--.—_.--._.--..--.---.~—.--_..—.~'—..--.6 0.3 Deposit Vf Documents................................................................................................7 6'4 Ir0catioou.................................................................................................................../ 7. RISK OF LOSS 7 7.1 Loss............................................................................................................................/ � 7.2 Self-Insurance............................................................................................................M 0. EXPENSES 8 8.1 Expenses .--.---.—.---..—.—.—.---------.-----_....---.—.--0 � 8.2 Brokers.......................................................................................................................8 9� GENERAL� PROVISIONS 0 9.1 Notices.......................................................................................................................0 � 9.2 Successors and Assigns—_.—.—.----.--.,,..—.—.---.—.—.—.---.--.—.9 9.3 Amendments..........,......................,...............................,....................,..................9 9/4 Authority of Buyer.....................................................................................................9 4.5 Governing Law ..........................................................................................................9 9.6 Merger of Prior Agreements--._.,--.--.—.—.__.,.''^'~—^—''`'--'—'—'--9 9.7 Parties and Their Agents--..—.--.—.--..---._,_..—.—.—....,.--.—.--/} 9L0 Interpretation of Agreement...--.--.--.---..—.--.--.—.—.---.-----..9 9.9 ' Fee»...........................................................................................................lA � gJATime 0f Essence.........................................................................................................}A � � 9L11 No Merger—....--.--.—.—.---....--.--.....—.---.—.--.-.—..—..--.]0 � � 9.12 of City Officials, Employees and Agents ...........................................l0 � � 9.13 Tropical Hardwood and Virgin Redwood Ban..........................................................lR 9.14 No Recording_..—...—.—.---.—..--.--..—_-....--._...-,,—.--.—.--.l0 9.15 Earned Income Credit /ETC\ Forms...........................................................................lO 9.16 Counterparts..—.--.—.--.--.--_..,-...—.~..—.--.--.-_._—.--.--..11 9.17 Effective Date ............................................................................................................ll 9J0Acceptance b«Buyer.................................................................................................ll gJg MocBcb1e Principles - Northern Ireland .................................................................... l ` � LIST OF EXHIBITS EXHIBIT A REAL PROPERTY DESCRIPTION EXHIBIT B MAP DEPICTING PROPERTY EXHIBIT C MAP DEPICTING BUYER'S ADJOINING PROPERTY EXHIBIT D QUITCLAIM DEED AGREEMENT FOR SALE OF REAL ESTATE (Portion of APN 093-150-020, San Mateo County, California) THIS AGREEMENT FOR SALE OF REAL ESTATE (this "Agreement") dated for reference purposes only as of October 21, 2004 is by and between the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation ("City" or "Seller"), and MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a public district ("Buyer"). THIS AGREEMENT IS MADE WITH REFERENCE TO THE FOLLOWING FACTS AND CIRCUMSTANCES: A. City owns the Property located in the County of San Mateo described in Article I below, as more particularly depicted in Exhibits A and B attached hereto and incorporated herein by reference. The Property consists of approximately 5,162 square feet of real property with certain improvements (or portions thereof) thereon, located adjacent to the Pulgas Ridge Open Space Preserve in San Mateo County. The Property was formerly a portion of a sewage treatment facility that serviced Hassler Health Home, a tuberculosis treatment center that is no longer in operation. B. Buyer owns certain real property("Buyer's Adjoining Property") located adjacent to the Property and more particularly depicted in the plat attached hereto as Exhibit C and incorporated herein by reference, which Buyer's Adjoining Property was previously sold by City to Buyer for use as a public park, open space and/or public recreational purposes. The remainder and majority of the sewage treatment facility is located on Buyer's Adjoining Property, and Buyer has requested that City convey the Property to Buyer so that Buyer may use the Property as a staging and parking area for the Pulgas Ridge Open Space Preserve. C. The Public Utilities Commission ("PUC") has recommended sale of the Property pursuant to Resolution No. 03-0154 dated July 29, 2003, provided that the Buyer assumes all costs and liabilities associated with the Property and the demolition and removal of the structures and all hazardous waste cleanup and indemnifies City for any claims related thereto. D. Without a legal subdivision of I acre or more, the Buyer is the only potential purchaser of the Property and is willing to assume all costs and liabilities associated with the Property and the demolition and removal of the structures and all hazardous waste cleanup, which the City's Real Estate Division advises far exceeds the fair market value of the Property. E. Buyer desires to purchase the Property and City is willing to sell the Property, subject to approval by City's Board of Supervisors and Mayor, on the terms and conditions set forth hereinbelow. ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Buyer hereby agree as follows: 1. SALE AND PURCHASE 1.1 Property Included in Sale. Subject to the terms, covenants and conditions set forth herein, City agrees to sell to Buyer, and Buyer agrees to purchase from City, City's interest in the real property located on Edmond Road in the County of San Mateo, State of California, and more particularly described in Exhibit A attached hereto, and as shown generally on the map attached hereto as Exhibit B, together with improvements (or any portion thereof) located thereon (collectively, the "Property"). 2. CONSIDERATION The purchase price for the Property is $0.00, however, in consideration for City quitclaiming its interest in the Property to Buyer, Buyer shall assume all costs and liabilities associated with the Property and the obligation for demolition and removal of the structures located on the Property and all hazardous waste cleanup related thereto, and Buyer shall indemnify City for any claims related thereto, in accordance with the terms and conditions of this Agreement (the "Buyer's Consideration"). In addition to satisfying any other applicable terms and conditions set forth in this Agreement, Buyer shall execute and deliver into Escrow No. 0360002934 with Old Republic Title Company the "Title Company") 601 Allerton Street, Redwood City, CA 94063 (650) 365-8080 any and all agreements, certificates or other documents deemed reasonably necessary by City to evidence, support or enforce such Buyer's Consideration in connection with, and as a condition to, the consummation of the purchase and sale contemplated hereunder(the "Closing"). Buyer shall pay any and all closing costs for which Buyer is responsible under this Agreement, as a condition to Closing. All sums payable hereunder shall be paid in immediately available funds of lawful money of the United States of America. 3. TITLE 3.1 Conditions of Title. At the Closing City shall quitclaim interest in and to the Property to Buyer by quitclaim deed in the form of Exhibit D attached hereto (the "Deed"). Title to the Property shall be subject to (a) liens of local real estate taxes and assessments, (b) all existing exceptions and encumbrances, whether or not disclosed by a current preliminary title report or the public records or any other documents reviewed by Buyer pursuant to Section 5.1 hereof, and any other exceptions to title which would be disclosed by an accurate and thorough investigation, survey, or inspection of the Property, (c) all items of which Buyer has actual or constructive notice or knowledge, and (d) the deed covenants described in Section 3.2 below. All of the foregoing exceptions to title shall be referred to collectively as the "Conditions of Title." Without limiting the foregoing, Buyer acknowledges receipt of a preliminary report issued by the Title Company under Order No. 0360002934, dated April 20, 2004, covering the Property and approves all of the exceptions contained therein. 3.2 Deed Covenants. Buyer acknowledges and agrees that City would not sell the Property unless Buyer agreed to covenant, in perpetuity, to: (a) assume any and all costs and liabilities associated with the Property and the demolition and removal of the structures located on the Property and all hazardous waste cleanup related thereto, and to indemnify City for any claims related thereto, and (b) use the Property exclusively for a public park, open space and/or public recreational purposes. Therefore, Buyer agrees that the Deed shall contain binding covenants requiring Buyer, its successors and assigns, to: (i) assume any and all costs and liabilities associated with the Property and the demolition and removal of the structures located on the Property and all hazardous waste remediation related thereto, and to indemnify City for any and all existing or future claims, whether known or unknown, related thereto, as more particularly set forth in the Deed; and (ii) dedicate the Property for use as a public park, open space and/or public recreational purposes, which conditions shall be conditions subsequent for the benefit of City, and in the event such conditions are not satisfied, City shall have the power to terminate the fee simple estate in the Property conveyed by this deed as defined in California Civil Code Section 885.010. 3.3 Buyer's Responsibility for Title Insurance. Buyer understands and agrees that the right, title and interest in the Property shall not exceed that vested in City, and City is under no obligation to furnish any policy of title insurance in connection with this transaction. Buyer recognizes that any fences or other physical monument of the Property's boundary lines may not correspond to the legal description of the Property. City shall not be responsible for any discrepancies in the parcel area or location of the property lines or any other matters which an accurate survey or inspection might reveal. It is Buyer's sole responsibility to obtain a survey from an independent surveyor and a policy of title insurance from a title company, if desired. 4. "AS-IS" PURCHASE; RELEASE OF CITY 4.1 Buyer's Independent Investigation. Buyer represents and warrants to City that Buyer has performed a diligent and thorough inspection and investigation of each and every aspect of the Property, either independently or through agents of Buyer's choosing, including, without limitation, the following matters (collectively, the "Property Conditions"): (a) All matters relating to title including, without limitation, the existence, quality, nature and adequacy of City's interest in the Property and the existence of physically open and legally sufficient access to the Property. (b) The zoning and other legal status of the Property, including, without limitation, the compliance of the Property or its operation with the Subdivision Map Act and any other applicable codes, laws, regulations, statutes, ordinances and private or public covenants, conditions and restrictions, and all governmental and other legal requirements such as taxes, assessments, use permit requirements and building and fire codes. (c) The quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, interior, landscaping, parking facilities, and the electrical, mechanical, hvac, plumbing, sewage and utility systems, facilities and appliance, and all other physical and functional aspects of the Property. (d) The quality, nature, adequacy, and physical, geological and environmental condition of the Property (including soils and any groundwater), and the presence or absence of any Hazardous Materials in, on, under or about the Property or any other real property in the vicinity of the Property. As used in this Agreement, "Hazardous Material" shall mean any material that, because of its quantity, concentration or physical or chemical characteristics, is now or hereafter deemed by any federal, state or local governmental authority to pose a present or potential hazard to human health or safety or to the environment. (e) The suitability of the Property for Buyer's intended uses. Buyer represents and warrants that its intended use of the Property is a public staging and parking area, consistent with public park, open space and/or public recreational purposes. (f) The economics and development potential, if any, of the Property. (g) All other matters of material significance affecting the Property. (h) Buyer acknowledges that City has disclosed the matters relating to the Property referred to in Schedule I-attached hereto, including without limitation, that there may be Hazardous Materials in, on, under or about the Property or any other real property in the vicinity of the Property, and that Buyer has retained certain consultants to review the environmental condition of the Property. Buyer further acknowledges that City has disclosed 2 that the Property is a portion of an existing parcel reserved by City, the Property is not a separate legal parcel, and that City has represented that it is exempt from compliance with the Subdivision Map Act. Nothing contained in such schedule shall limit any of the provisions of this Article or relieve Buyer of its obligations to conduct a diligent inquiry hereunder, nor shall any such matters limit any of the provisions of Section 4.3, "As-Is" Purchase, or Section 4.4, Release of City. 4.2 Entry and Indemnity. In connection with any entry by Buyer or its Agents onto the Property, Buyer shall give City reasonable advance written notice of such entry and shall conduct such entry and any inspections in connection therewith so as to minimize, to the extent possible, interference with uses being made of the Property and otherwise in a manner and on terms and conditions acceptable to City. All entries by Buyer or its Agents onto the Property to perform any testing or other investigations which could affect the physical condition of the Property (including, without limitation, soil borings) or the uses thereof will be made only pursuant to the terms and conditions of a permit to enter in form and substance satisfactory to City. Without limiting the foregoing, prior to any entry to perform any on-site testing, Buyer shall give City written notice thereof, including the identity of the company or persons who will perform such testing, the precise time and location of the testing, and the proposed scope of the testing. City shall have the right to approve, disapprove, or condition and limit the proposed testing, in City's sole discretion, within ten (10) business days after receipt of such notice. If Buyer or its agents, employees or contractors take any sample from the Property in connection with any approved testing, Buyer shall provide to City a portion of such sample being tested to allow City, if it so chooses, to perform its own testing. City or its representative may be present to observe any testing or other inspection performed on the Property. Buyer shall promptly deliver to City copies of any reports relating to any testing or other inspection of the Property performed by Buyer or its agents, employees or contractors, but shall not deliver copies of any such reports to any other person or entity without Buyer's prior written approval. Buyer shall keep all test results and information strictly confidential, and shall indemnify, reimburse, defend and hold City harmless from and against any loss, cost, expense, or.damage resulting from Buyer's failure to keep any information obtained from an inspection or testing of the Property strictly confidential; provided, however, Buyer shall not be liable if and to the extent Buyer is required to disclose such information pursuant to a court order. Buyer shall comply with all laws, ordinances, rules, regulations, orders and the like in connection with any entry onto or testing of the Property. Buyer shall maintain, and shall require that its Agents maintain, public liability and property damage insurance in amounts and in form and substance adequate to insure against all liability of Buyer and its Agents, arising out of any entry or inspection of the Property in connection with the transaction contemplated hereby, and Buyer shall provide City with evidence of such insurance coverage upon request from City. To the fullest extent permitted under law, Buyer shall indemnify, defend and hold harmless City, its Agents, and each of them, from and against any liabilities, costs, damages, losses, liens, claims and expenses (including, without limitation, reasonable fees of attorneys, experts and consultants and related costs) arising out of or relating to any entry on, under or about the Property by Buyer, its Agents, contractors and subcontractors in performing the inspections, testings or inquiries provided for in this Agreement, whether prior to the date of this Agreement or during the term hereof, including, without limitation, any injuries or deaths to any persons (including, without limitation, Buyer's Agents) and damage to any property, from any cause whatsoever. The foregoing indemnity shall survive beyond the Closing, or, if the sale is not consummated, beyond the termination of this Agreement. 4.3 "As-Is" Purchase. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT CITY IS SELLING AND BUYER IS PURCHASING CITY'S INTEREST IN THE PROPERTY ON AN "AS-IS WITH ALL FAULTS" BASIS. BUYER IS RELYING 3 SOLELY ON ITS INDEPENDENT INVESTIGATION AND NOT ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM CITY OR ITS AGENTS AS TO ANY MATTERS CONCERNING THE PROPERTY, ITS SUITABILITY FOR BUYER'S INTENDED USES OR ANY OF THE PROPERTY CONDITIONS. CITY DOES NOT GUARANTEE THE LEGAL, PHYSICAL, GEOLOGICAL, ENVIRONMENTAL OR OTHER CONDITIONS OF THE PROPERTY, NOR DOES IT ASSUME ANY RESPONSIBILITY FOR THE COMPLIANCE OF THE PROPERTY OR ITS USE WITH ANY STATUTE, ORDINANCE OR REGULATION. IT IS BUYER'S SOLE RESPONSIBILITY TO DETERMINE ALL BUILDING, PLANNING, ZONING AND OTHER REGULATIONS RELATING TO THE PROPERTY AND THE USES TO WHICH IT MAY BE PUT. 4.4 Release of City. As part of its agreement to purchase the Property in its "As-Is With All Faults" condition, Buyer, on behalf of itself and its successors and assigns, waives any right to recover from and forever releases and discharges, City, its officers, employees, agents, g g Y contractors and representatives, and their respective heirs, successors, legal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens,judgments, costs or expenses whatsoever(including, without limitation, attorneys' fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) Buyer's and its Agents and customer's past, present and future use of the Property, (ii) the physical, geological or environmental condition of the Property, including, without limitation, any Hazardous Material in, on, under, above or about the Property, and (iii) any federal, state, local or administrative law, rule, regulation, order or requirement applicable thereto, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA", also commonly known as the "Superfund" law), as amended by Superfund Amendments and Reauthorization Act of 1986 ("SARA") (42 U.S.C. Sections 9601-9657), the Resource Conservation and Recovery Act of 1976, as amended by the Solid Waste and Disposal Act of 1984 (collectively, "RCRA") (42 U.S.C. Sections 6901-6987), the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977 (collectively the "Clean Water Act") (33 U.S.C. Sections 1251 et seg.), the Toxic Substances Control Act ("TSCA") (15 U.S.C. Sections 2601-2629), Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seg.), the Carpenter-Presley-Tanner Hazardous Substance Account Law (commonly known as the "California Superfund" law) (California Health and Safety Code Sections 25300-25395), Hazardous Waste Control Act (California Health and Safety Code Section 25100 et se .), Hazardous Materials Release Response Plans and Inventory Law (commonly known as the "Business Plan Law") (California Health and Safety Code Sections 25500 et sue.), Porter- Cologne Water Quality Control Act (California Water Code Section 13000 et seq.), Safe Drinking Water and Toxic Enforcement Act of 1986 (commonly known as "Proposition 65") (California Health and Safety Code Section 25249.5 et sec.). In connection with the foregoing release,Buyer expressly waives the benefits of Section 1542 of the California Civil Code,which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR. BY PLACING ITS INITIALS BELOW, BUYER SPECIFICALLY ACKNOWLEDGES AND CONFIRMS THE VALIDITY OF THE RELEASES MADE ABOVE AND THE FACT THAT BUYER WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE,THE CONSEQUENCES OF THE ABOVE RELEASES. 4 II INITIALS: BUYER: �J 4.5 Environmental Indemnity. Buyer specifically agrees and covenants to assume and h cost and expense of the demolition and removal of an structures be responsible for(i) the p y located on the Property, including without limitation any "Remediation" (defined to include the process of, and all work and planning performed in connection with, the investigation, testing for, monitoring, remediation, containment, transportation, removal and disposal of any hazardous substances or toxic materials on, about, adjacent to or affecting the Property, and restoration and repair of the Property) related to the Property(the "Demolition Costs"), and (ii) any and all costs, claims, demands, actions, suits, debts, expenses, accounts, losses (including diminution in the value of the Property and other consequential damages), damages or liabilities of whatever kind or nature, known or unknown, suspected or unsuspected, and by whomsoever asserted, in law, equity or otherwise (each a "Claim" and collectively, "Claims") that the Buyer or the Property may suffer or claim to suffer based in whole or in part on the presence, or threatened or suspected presence, generation, processing, use, management, treatment, storage, disposal, Remediation, transportation, recycling, emission or release or threatened emission or release, whether in the past, present or future, of any hazardous substance or toxic material on, about, adjacent to or affecting the Property. Buyer further agrees and covenants, at its sole cost and expense, to indemnify, protect and hold harmless, City from and against any and all such Demolition Costs, and/or such Claims (including without limitation, the payment of damages, both actual and consequential, and the payment of reasonable fees and expenses of experts, attorneys and others) described in this Section, 4.5. Buyer's indemnity obligations under this Section 4.5 shall survive Closing of the transaction contemplated in this Agreement. 5. CONDITIONS PRECEDENT 5.1 Buyer's Conditions Precedent. Buyer's obligation to purchase the Property is conditioned upon the following (collectively, "Buyer's Conditions"): (a) Buyer's review and approval of an updated preliminary title report, together with copies of the underlying documents, and a current "as-built" survey in sufficient detail to support the issuance of the Title Policy as provided in Section 3.3 (the "Survey"). The Survey shall include a field note description properly certified to Buyer and the Title Company. Buyer shall provide a copy of the Survey to the City upon Buyer's receipt thereof. (b) Buyer's review and approval of an economic feasibility study of the Property. (e) Buyer's review and approval of the physical condition of the Property. (d) Buyer's review and approval of all zoning, land use, building, environmental and other statutes, rules, or regulations applicable to the Property. (e) Buyer's review and approval of soils reports and other documents of significance to the Property in City's possession, if any. City shall make available to Buyer at City's Real Estate Division's offices, without representation or warranty of any kind whatsoever, all non-privileged items in its files relating to the Property for Buyer's review and inspection, at Buyer's sole cost, during normal business hours. Notwithstanding the foregoing, Buyer's review shall not include a review of any of City's internal memoranda or reports, any privileged or confidential information, or City's appraisals of the Property, if any. 5.2 Contingency Period. Buyer shall have until 5:00 p.m. Pacific Standard or Pacific Daylight Time, as applicable, on the date that is ten (10) business days after the Effective Date to review and approve or waive Buyer's Conditions (such period being referred to herein as the "Contingency Period"). If Buyer elects to proceed with the purchase of the Property, then 5 Buyer shall, before the expiration of the Contingency Period, notify City in writing that Buyer has approved all such matters. If before the end of the Contingency Period Buyer fails to give City such written notice and fails to object to any of Buyer's Conditions, then Buyer shall be deemed to have waived Buyer's Conditions. Notwithstanding the foregoing, if Buyer objects to any of the matters contained within Section 5.1 within the Contingency Period, then City may, but shall have no obligation to remove or remedy any objectionable matter. If City agrees to remove or remedy the objectionable matter, it shall notify Buyer within ten (10) days following Buyer's notice of objection, and the Closing Date shall be delayed for so long as City diligently pursues such removal or remedy. If and when City elects not to remove or remedy the objectionable matter, which City may do at any time including following an initial election to pursue remedial or corrective actions, this Agreement shall automatically terminate, the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 4.2, Entry and Indemnity, 8.2, Brokers, or 9.4, Authority of Buye , or as otherwise expressly provided herein. Notwithstanding the foregoing, City agrees to reasonably cooperate with Buyer's efforts, if any, to cause the recordation of a parcel map to separate the Property from the adjacent property reserved by City or through a lot line adjustment. Any such recordation or process shall be initiated, if at all,by Buyer and at Buyer's sole cost. 5.3 City's Condition Precedent. The following are conditions precedent to City's obligation to sell the Property to Buyer("City's Conditions Precedent"): (a) Buyer shall have performed all of its obligations hereunder and all of Buyer's representations and warranties shall be true and correct. (b) A resolution or ordinance approving and authorizing the transactions contemplated hereby and finding that the public interest or necessity demands, or will not be inconvenienced by the sale of the Property, shall have been adopted by the City's Board of Supervisors and Mayor, in their respective sole and absolute discretion, and duly enacted on or before October 8, 2004. 5.4 Failure of City's Conditions Precedent. Each of City's Conditions Precedent is intended solely for the benefit of City. If any of City's Conditions Precedent are not satisfied as provided above, City may, at its option, terminate this Agreement. Upon any such termination, neither party shall have any further rights or obligations hereunder except as provided in Sections 4.2, Entry and Indemnity, 8.2, Brokers, or 9.4, Authority of Buyer, or as otherwise expressly provided herein. 6. ESCROW AND CLOSING 6.1 Escrow. No later than five (5) days after the parties hereto execute this Agreement, Buyer and City shall deposit an executed counterpart of this Agreement with the Title Company, and this instrument shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated hereby. City and Buyer agree to execute such supplementary escrow instructions as may be appropriate to enable the Title Company to comply with the terms of this Agreement; provided, however, in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control. 6.2 Closing Date. The Closing hereunder shall be held, and delivery of all items to be made at the Closing under the terms of this Agreement shall be made, at the offices of the Title Company on or before 1:00 p.m. Pacific Standard or Pacific Daylight Time, as applicable, 6 on (i) the later of the date which is twenty (20) days after the expiration of the Contingency Period, or enactment of the Board of Supervisor's ordinance referred to in Section 5.3(b) above, or if such date is not a business day, then upon the next ensuing business day, before 1:00 p.m. Pacific Standard or Pacific Daylight Time, as applicable, or(ii) such earlier date and time as Buyer and City may mutually agree upon in writing (the "Closing Date"). Such date and time may not be extended without the prior written approval of both City and Buyer. 6.3 Deposit of Documents. (a) At or before the Closing, City shall deposit into escrow the following items: (i) the duly executed and acknowledged Deed conveying the Property to Buyer subject to the Conditions of Title. (b) At or before the Closing, Buyer shall deposit into escrow the following items: (i) The funds necessary to close this transaction; (H) The duly executed and acknowledged Deed ; and (iii)A duly executed and acknowledged Certificate of Acceptance of Buyer. (c) City and Buyer shall each deposit such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the purchase of the Property in accordance with the terms hereof. (d) If applicable, City shall deliver to Buyer originals (or to the extent originals are not available, copies) of any other items which City is required to furnish Buyer copies of or make available at the Property pursuant to Section 2.1 above, within five (5) business days after the Closing Date. City shall deliver to Buyer, if applicable, a set of keys to the Property on the Closing Date. 6.4 Prorations. Any real property taxes and assessments; water, sewer and utility charges; amounts payable under any service contracts; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses normal to the operation and maintenance of the Property, shall all be prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of a 365-day year. The Buyer's Consideration shall be increased by the amount of any utility deposits paid by City with respect to the Property. City and Buyer hereby agree that if any of the above described prorations cannot be calculated accurately on the Closing Date, then the same shall be calculated as soon as reasonably practicable after the Closing Date and either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party. 7. RISK OF LOSS 7.1 Loss. City shall give Buyer notice of the occurrence of damage or destruction of, or the commencement of condemnation proceedings affecting, any portion of the Property. In the event that all or any portion of the Property is condemned, or destroyed or damaged by fire or other casualty prior to the Closing, then Buyer may, at its option to be exercised within ten (10) days of City's notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Buyer's Consideration as required by the terms hereof. If Buyer elects to terminate this 7 Agreement or fails to give City notice within such 10-day period that Buyer will proceed with the purchase, then this Agreement shall terminate at the end of such 10-day period, and neither party shall have any further rights or obligations hereunder except as provided in Sections 4.2, Entry and Indemnity, 8.2, Brokers, or otherwise expressly provided herein. 7.2 Self-Insurance. Notwithstanding anything to the contrary above, Buyer acknowledges that City self-insures and shall not be obligated to purchase any third-party comprehensive liability insurance or property insurance. 8. EXPENSES 8.1 Expenses. Buyer shall pay any transfer taxes applicable to the sale, personal property taxes, escrow fees and recording charges and any other costs and charges of the escrow for the sale. Buyer also shall pay City a$2500 fee payable to the City and County of San Francisco and shall pay any other title and escrow fees or other expenses related to this Agreement. 8.2 Brokers. The parties represent and warrant to each other that no broker or finder was instrumental in arranging or bringing about this transaction and that there are no claims or rights for brokerage commissions or finder's fees in connection with the transactions contemplated by this Agreement. If any person brings a claim for a commission or finder's fee based on any contact, dealings, or communication with Buyer or City, then the party through whom such person makes a claim shall defend the other party from such claim, and shall indemnify the Indemnified Party from, and hold the Indemnified Party against, any and all costs, damages, claims, liabilities, or expenses (including, without limitation, reasonable attorneys fees and disbursements) that the Indemnified Party incurs in defending against the claim. The provisions of this Section shall survive the Closing, or, if the purchase and sale is not consummated for any reason, any termination of this Agreement. 9. GENERAL PROVISIONS 9.1 Notices. Any notices required or permitted to be given under this Agreement shall be in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, or(c) by U.S. Express Mail or commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows: CITY: BUYER: Real Estate Division Midpeninsula Regional Open Space District City and County of San Francisco 330 Distel Circle 25 Van Ness Avenue, Suite 400 Los Altos, California 94022 San Francisco, CA 94102 Attn: General Manager Attn: Director of Property Telephone: 650-691-1200 Fax: 650-691-0485 with a copy to: Hazel M. Brandt Deputy City Attorney City Hall, Room 234 1 Dr. Carlton B. Goodlett Place San Francisco, CA 94102 or such other address as either party may from time to time specify in writing to the other party. Any notice shall be deemed given when actually delivered if such delivery is in person, two (2) days after deposit with the U.S. Postal Service if such delivery is by certified or registered mail, 8 and the next business day after deposit with the U.S. Postal Service or with the commercial overnight courier service if such delivery is by overnight mail. 9.2 Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, legal representatives, administrators and assigns. Buyer's rights and obligations hereunder shall not be assignable without the prior written consent of City; provided, however, even if City approves any such proposed assignment, in no event shall Buyer be released of any of its obligations hereunder. 9.3 Amendments. This Agreement may be amended or modified only by a written instrument signed by the Buyer and City. 9.4 Authority of Buyer. Buyer represents and warrants to City that Buyer is a special district duly organized, validly existing, and in good standing pursuant to Article 3 of Division 5 of Chapter 3 of the Public Resources Code of the State of California. Buyer further represents and warrants to City that this Agreement and all documents executed by Buyer which are to be delivered to City at Closing: (a) are or at the time of Closing will be duly authorized, executed and delivered by Buyer; (b) are or at the time of Closing will be legal, valid and binding obligations of Buyer; and (c) do not and at the time of Closing will not violate any provision of any agreement or judicial order to which Buyer is a party or to which Buyer is subject. Notwithstanding anything to the contrary in this Agreement, the foregoing representations and warranties and any and all other representations and warranties of Buyer contained herein or in other agreements or documents executed by Buyer in connection herewith, shall survive the Closing Date. 9.5 Governinp,Law. This Agreement shall be governed by, subject to, and construed in accordance with the laws of the State of California and City's Charter and Administrative Code. 9.6 Merger of Prior Aureements. This Agreement, together with the exhibits hereto, contain any and all representations, warranties and covenants made by Buyer and City and constitutes the entire understanding between the parties hereto with respect to the subject matter hereof. Any prior correspondence, memoranda or agreements are replaced in total by this Agreement together with the exhibits hereto. 9.7 Parties and Their Agents. The term "Buyer" as used herein shall include the plural as well as the singular. If Buyer consists of more than one individual or entity, then the obligations under this Agreement imposed on Buyer shall be joint and several. As used herein, the term "Agents" when used with respect to either party shall include the agents, employees, officers, contractors and representatives of such party. 9.8 Interpretation of Agreement. The article, section and other headings of this Agreement and the table of contents are for convenience of reference only and shall not affect the meaning or interpretation of any provision contained herein. Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa, and each gender reference shall be deemed to include the other and the neuter. This Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purposes of the parties and this Agreement. 9 9.9 Attorneys' Fees. If either party hereto fails to perform any of its respective obligations under this Agreement or if any dispute arises between the parties hereto concerning the meaning or interpretation of any provision of this Agreement, then the defaulting party or the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by the other party on account of such default or in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys' fees and disbursements. For purposes of this Agreement, the reasonable fees of attorneys of the Office of the City Attorney of the City and County of San Francisco and of the Midpeninsula Regional Open Space District shall be based on the fees regularly charged by private attorneys with the equivalent number of years of experience in the subject matter area of the law for which the City Attorney's services were rendered who practice in the City of San Francisco in law firms with approximately the same number of attorneys as employed by the City Attorney's Office. 9.10 Time of Essence. Time is of the essence with respect to the performance of the parties' respective obligations contained herein. 9.11 No Merger. The obligations contained herein shall not merge with the transfer of title to the Property but shall remain in effect until fulfilled. 9.12 Non-Liability of City Officials, Employees and Agents. Notwithstanding anything to the contrary in this Agreement, no elective or appointive board, commission, member, officer, employee or agent of City shall be personally liable to Buyer, its successors and assigns, in the event of any default or breach by City or for any amount which may become due to Buyer, its successors and assigns, or for any obligation of City under this Agreement. 9.13 Tropical Hardwood and Virgin Redwood Ban. The City and County of San Francisco urges companies not to import, purchase, obtain or use for any purpose, any tropical hardwood, tropical hardwood wood product, virgin redwood or virgin redwood wood product except as expressly permitted by the application of Sections 802(b) and 803(b) of the San Francisco Environmental Code. 9.14 No Recording. Neither this Agreement nor any memorandum or short form thereof may be recorded by Buyer. 9.15 Earned Income Credit (EIC) Forms,. San Francisco Administrative Code Section 120 requires that employers provide their employees with IRS Form W-5 (Earned Income Credit Advance Payment Certificate) and the IRS EIC Schedule, as set forth below. Employers can locate these forms at the IRS Office, on the Internet, or anywhere that Federal Tax Forms can be found. (a) Appraiser shall provide EIC Forms to each Eligible Employee at each of the following times: (i) within thirty days following the date on which this Agreement becomes effective (unless Appraiser has already provided such EIC Forms at least once during the calendar year in which such effective date falls); (ii) promptly after any Eligible Employee is hired by Appraiser; and (iii) annually between January I and January 31 of each calendar year during the term of this Agreement. (b) Failure to comply with any requirement contained in subparagraph (a) of this Section shall constitute a material breach by Appraiser of the terms of this Agreement. If, within thirty days after Appraiser receives written notice of such a breach, Appraiser fails to cure such breach or, if such breach cannot reasonably be cured within such period of thirty days, Appraiser fails to commence efforts to cure within such period or thereafter fails to diligently pursue such cure to completion, the City may pursue any rights or remedies available under this Agreement or under applicable law. 10 (c) Any Subcontract entered into by Appraiser shall require the subcontractor to comply, as to the subcontractor's Eligible Employees, with each of the terms of this section. (d) Capitalized terms used in this Section and not defined in this Agreement shall have the meanings assigned to such terms in Section 120 of the San Francisco Administrative Code. 9.16 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 9.17 Effective Date. As used herein, the term "Effective Date" shall mean the date on which the City's Board of Supervisors and Mayor enact an ordinance approving and authorizing this Agreement and the transactions contemplated hereby, following execution of this Agreement by both parties. 9.18 Acceptance by Buyer. This Agreement shall be null and void unless it is accepted by Buyer and two fully executed copies hereof are returned to City on or before 5:00 p.m. Pacific Standard or Pacific Daylight Time, as applicable on October, , 2004. 9.19 MacBride Principles - Northern Ireland. The City urges companies doing business in Northern Ireland to move toward resolving employment inequities and encourages them to abide by the MacBride Principles as expressed in San Francisco Administrative Code Section 12F.1, et seq. The City also urges companies to do business with corporations that abide by the MacBride—Principles. Buyer acknowledges that it has read and understands the above statement of the City concerning doing business in Northern Ireland. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT NO OFFICER OR EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY TO THIS AGREEMENT UNLESS AND UNTIL A RESOLUTION OF CITY'S BOARD OF SUPERVISORS SHALL HAVE BEEN DULY ENACTED APPROVING THIS AGREEMENT AND AUTHORIZING THE TRANSACTIONS CONTEMPLATED HEREBY. THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF CITY HEREUNDER ARE CONTINGENT UPON THE DUE ENACTMENT OF SUCH A RESOLUTION, AND THIS AGREEMENT SHALL BE NULL AND VOID IF CITY'S BOARD OF SUPERVISORS AND MAYOR DO NOT APPROVE THIS AGREEMENT IN THEIR RESPECTIVE SOLE DISCRETION. APPROVAL OF THE TRANSACTIONS CONTEMPLATED HEREBY BY ANY DEPARTMENT, COMMISSION OR AGENCY OF CITY SHALL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION WILL BE ENACTED NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON CITY. The parties have duly executed this Agreement as of the respective dates written below. CITY: BUYER: CITY AND COUNTY OF MIDPENINSULA REGIONAL OPEN SAN FRANCISCO, a municipal corporation SPACE DISTRICT a California special district By: By: eve gnitto tVe— Mary Davey Director of Property Its: President, Board of Directors Att APPROVED AS TO FORM: Sally foldt DENNIS J. HERRERA, City Attorney Its: District Clerk Date: v y By: Hazel M. Brandt Approved As To Form: Deputy City Attorney By: Susan Schecttm an Its: /)]�.�.at� &44(Sfu '41 General Counsel 12 i PAGE ONE OF TWO „93225LEI.SAM„ EXHIBIT "A" [ALL DOCUMENTS HEREIN ARE RECORDED AS DESIGNATED IN BELOWSAID COUNTY AND STATE.] BEING IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: A PORTION OF THOSE LANDS DESCRIBED IN PARCEL III, VOLUME 53 OF OFFICIAL RECORDS AT PAGE 179: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF ABOVESAID PARCEL III (COURSE "NORTH 26-24-20 WEST 597.85 FEET" - BUT NORTH 26-20-50 WEST ON THE BASIS OF BEARINGS OF THIS CURRENT DESCRIPTION) WITH A LINE WHICH LIES TWO FEET NORTHWESTERLY OF AN EXISTING FENCE (AUGUST, 2002); THENCE PARALLEL TO LASTSAID EXISTING FENCE, AND DISTANT TWO FEET NORTHWESTERLY OF SAID EXISTING FENCE, NORTH 58-57-40 EAST A DISTANCE OF 40.69 FEET, MORE OR LESS, TO A POINT WHICH INTERSECTS A LINE WHICH LIES TWO FEET NORTHEASTERLY OF AN EXISTING FENCE (AUGUST, 2002); SAID POINT OF INTERSECTION TO BE DESCRIBED AS POINT "D" AND SAID POINT "D" BEARS SOUTH 75-02-28 WEST A DISTANCE OF 166.03 FEET, MORE OR LESS, FROM A FOUND (AUGUST, 2002) RAILROAD SPIKE (POINT "Y") ACCEPTED AS REPRESENTING THE END OF CURVE OF LINE "E" AT STATION 7+83.77 AS SHOWN ON THAT RIGHT OF WAY MAP FOR "EDGEWOOD ROAD - COUNTY ROAD NO. 24 , DATED APRIL 1989. THENCE FROM SAID POINT "D", SOUTH 55-25-27 EAST A DISTANCE OF 91.67 FEET, MORE OR LESS, ALONG THE LINE WHICH LIES TWO FEET NORTHEASTERLY OF LASTSAID EXISTING FENCE LINE, TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE (SHOWN AS 40 FEET TOTAL WIDTH ON LASTSAID MAP) OF EDMONDS ROAD; THENCE ALONG LASTSAID NORTHERLY RIGHT OF WAY LINE, SOUTH 60-33-30 WEST A DISTANCE OF 85.23 FEET, MORE OR LESS, TO A POINT OF INTERSECTION WITH THE ABOVESAiD WESTERLY LINE OF PARCEL III; THENCE ALONG THE LASTSAID WESTERLY LINE OF PARCEL III, NORTH 26-20-50 WEST A DISTANCE OF 81.39 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. II PAGE TWO OF TWO PAGES "93225LE1.SAM" AREA INCLUDED WITHIN THE LANDS OF THIS DESCRIPTION IS 5,162 SQ. FT., MORE OF LESS. BASIS OF BEARINGS FOR THIS DESCRIPTION IS A PAIR OF FOUND RAILROAD SPIKES (AUGUST, 2002) [ POINTS "Y" AND "Z" -- SOUTH 44-10-33 WEST A DISTANCE OF 89.77 FEET] REPRESENTING THE END OF CURVE (POINT "Y") ON LINE "E" AT STATION "E" 7+83.77 OF THE ABOVESAID MAP AND AS DESCRIBED ABOVE AND THE P.I. (POINT "Z") OF THE SAME CURVE AND MAP ALTHOUGH ABOVESAID MAP DOES NOT INDICATE MONUMENTS AT THOSE POINTS. NOTE: [ALL MEASUREMENTS ARE IN FEET AND DECIMALS THEREOF. NORTH 00-00-00 EAST IS A BEARING IN DEGREES, MINUTES AND SECONDS.] I PREPARED THIS DESCRIPTION ON SEPTEMBER 4, 2002 AND IT IS ARCHIVED AS "93225LE1.SAM" ON DISK ARCDOC 02-07, ARCTURUS LAND SURVEYING, WOODSIDE, CALIFORNIA (1-800-201-8700). LAND � U�J .per ip 14ogK �; No.4850 T AEKMTMN `aiii 940-2004 � 90QF CA1-F��� BRUCE D. WOODWORTH, R.L.S. 4850 END OF DESCRIPTION OF "EXHIBIT A" SEE ATTACHED MAP (EXHIBIT "B") WHICH IS MADE A PART HEREOF. Page I PROJECT: 93225—mprosd 09-04-02 Figure Name: LEGALI North: 5290.1069 East: 19074.7915 Course: N 58-57-40 E Distance: 40.69 North: 5311.0875 East: 19109.6554 Course: S 55-25-27 E Distance: 91.67 North: 5259.0651 East: 19185.1343 Course: S 60-33-30 W Distance: 85.23 North: 5217.1714 East: 19110.9112 Course: N 26-20-50 W Distance: 81.39 North: 5290.1067 East: 19074,7895 Course: N 82-30-09 E Distance: 0.00 North: 5290.1069 East: 19074.7915 Perimeter: 298.98 Area: 5162.07 PARCEL III POINT „z„ ED�OND 53 OR 179 P.I. s ° POINT "Y" ;' RO POINT OF r ��05� sss° E.C. AD BEGINNING o,� ��., FENC OLD SEWAGE FACILITY BUILDINGS CL CENTERLINE E.C. - END OF CURVE P.I. - POINT OF INTERSECTION OF CURVE POINT „D„ EXHIBIT iipDii Ct'f g Field Work Addition to the 0 g Wy PUL GAS RIDGE V) Drawing Open Space Reserve V) Wy Redwood City, CA _- Archive Date: Scale ��... ALDZip0208 08-28-02 1" = 100' 3 Cadd File Sheet 1 of 1 93225pl3.dwg EXHIBIT C MAP OF BUYER'S ADJOINING PROPERTY PULGAS RIDGE OPEN SPACE PRESERVE CITY&CO OF t ' F.'VIIATER DEPT' a . \\ MIDPENINSULA REGIONAL I No , h OPEN SPACE DISTRICT `\\ \\ 050-470-080 HETCH HETCHY AQUEDUCT l REDWOOD CENTER 1 Hassler LDo Trall im '� �'., \ \' — _ - 1= CITY&CO OF S.F.WATER KEPT - '' `• 1 093-150-020 \ PROPOSED CITY AND COUNTY \% OF SAN FRANCISCO ADDITION `+ - V r lr eTX& \`\ Fe0' GQ 1 093.1 ' i" %4 44% : We cover --Marth V`•' ' \`� COUNTY OF SAN M O �a � _ _, b50470050 . - _--_-_- -__- 06 R° �� __= Hetch_Helchy Perenial Stream Intermittent Stream - 9 — — Trail X/ OF Paved Road / J� Fee 0 150 300 600 DIPROJECTSMXGAS_RWAISTAGIMM AREkf1O_TRAPLP-VV)rWSFPUCCONKCTM10-TRIIIL_PARCEI IMP_/SfWD_CI.MXD SUM a" C-1 EXHIBIT D QUITCLAIM DEED RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Midneninsula Regional Open Space District 330 Distel Circle DULY RECORDED WITHOUT FEE Los Altos, CA 94022-1404 Pursuant to Government Code ATTN: M. Williams Sections 6103,27383. By: Documentary Transfer Tax of based on full value of the property conveyed (Space above this line reserved for Recorder's use only) QUITCLAIM DEED (Portion of Assessor's Parcel No. 093-150-020) FOR VALUABLE CONSIDERATION, receipt and adequacy of which are hereby acknowledged, the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation ("City" or"Grantor"), pursuant to Resolution No. , adopted by the Board of Supervisors on September 21, 2004 and approved by the Mayor on , 2004,hereby RELEASES, REMISES AND QUITCLAIMS to MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a public special district ("Grantee"), any and all right, title and interest City may have in and to the real property located in the County of San Mateo, State of California, described on Exhibits A and B attached hereto and made a part hereof, and any improvements located thereon(collectively, the "Property"), subject to any conditions, covenants, reservations or power of termination contained herein. This Deed is made subject to the following covenants, conditions, restrictions, and conditions subsequent, in perpetuity: (a) Grantee agrees and covenants to assume and be responsible for(i) the cost and expense of the demolition and removal of any structures located on the Property, including without limitation any"Remediation" (defined to include the process of, and all work and planning performed in connection with, the investigation, testing for, monitoring,remediation, containment,transportation, removal and disposal of any hazardous substances or toxic materials on, about, adjacent to or affecting the Property, and restoration and repair of the Property) related to the Property(the"Demolition Costs"), and (ii) any and all costs, claims, demands, actions, suits, debts, expenses, accounts, losses (including diminution in the value of the Property and other consequential damages), damages or liabilities of whatever kind or nature, known or unknown, suspected or unsuspected, and by whomsoever asserted, in law, equity or otherwise (each a"Claim" and collectively, "Claims") that the Grantee or the Property may suffer or claim to suffer based in whole or in part on the presence, or threatened or suspected or alleged presence, generation,processing, use,management, treatment, storage, disposal, Remediation, D-1 transportation, recycling, emission or release or threatened emission or release, whether in the past, present or future, of any hazardous substance or toxic material on, about, adjacent to or affecting the Property. (b) Grantee agrees and covenants, at its sole cost and expense, to indemnify, protect and hold harmless, City from and against any and all such Demolition Costs, and/or such Claims (including without limitation, the payment of damages,both actual and consequential, and the payment of reasonable fees and expenses of experts, attorneys and others) described in section (a), above. (c) Grantee agrees and covenants that the Property shall be dedicated for use as a public park, open space and/or public recreational purposes according to Section 5540 of the California Public Resources Code. With respect to the Property conveyed by this deed, it shall be a condition subsequent for the benefit of City that the Property be used only as a public park, open space and/or for public recreational purposes. Should said condition not be satisfied, then City, without paying compensation for the Property or any Grantee improvements, and without making any compensation or incurring any liability for damages or losses of any kind, shall have the power to terminate all right, title and interest in the Property conveyed by this deed to Grantee, its heirs, successors and assigns, and to reenter and take possession and title to the Property, including without limitation, all improvements thereon. Immediately upon such a termination, Grantee and its heirs, successors and assigns shall forfeit all rights,title and interest in and to the Property, and the Property shall revert to City and Grantee shall have no obligation or liability for the Property thereafter. The interest created in Grantor by this paragraph is a "Power of Termination" as defined in California Civil Code Section 885.010. Executed as of this day of 2004. CITY AND COUNTY OF SAN GRANTEE: FRANCISCO, a municipal corporation MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a California special STEVE LEGNITTO district Director of Property By: Mary Davey, President, Board of GLORIA L. YOUNG Directors Clerk of the Board of Supervisors ATTEST: APPROVED AS TO FORM: Sally Thielfoldt, District Clerk DENNIS J. HERRERA, City Attorney By: HAZEL M. BRANDT Deputy City Attorney DESCRIPTION CHECKED/APPROVED: D-2 [NAME] City Engineer I D-3 � r 1 PAGE ONE OF TWO "93225LE1.SAM" EXHIBIT "A" [ALL DOCUMENTS HEREIN ARE RECORDED AS DESIGNATED IN BELOWSAID COUNTY AND STATE.] BEING IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: A PORTION OF THOSE LANDS DESCRIBED IN PARCEL III, VOLUME 53 OF OFFICIAL RECORDS AT PAGE 179: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF ABOVESAID PARCEL III (COURSE "NORTH 26-24-20 WEST 597.85 FEET' - BUT NORTH 26-20-50 WEST ON THE BASIS OF BEARINGS OF THIS CURRENT DESCRIPTION) WITH A LINE WHICH LIES TWO FEET NORTHWESTERLY OF AN EXISTING FENCE (AUGUST, 2002); THENCE PARALLEL TO LASTSAID EXISTING FENCE, AND DISTANT TWO FEET NORTHWESTERLY OF SAID EXISTING FENCE, NORTH 58-57-40 EAST A DISTANCE OF 40.69 FEET, MORE OR LESS, TO A POINT WHICH INTERSECTS A LINE WHICH LIES TWO FEET NORTHEASTERLY OF AN EXISTING FENCE (AUGUST, 2002); SAID POINT OF INTERSECTION TO BE DESCRIBED AS POINT "D" AND SAID POINT "D" BEARS SOUTH 75-02-28 WEST A DISTANCE OF 166.03 FEET, MORE OR LESS, FROM A FOUND (AUGUST, 2002) RAILROAD SPIKE (POINT "Y") ACCEPTED AS REPRESENTING THE END OF CURVE OF LINE "E" AT STATION 7+83.77 AS SHOWN ON THAT RIGHT OF WAY MAP FOR "EDGEWOOD ROAD - COUNTY ROAD NO. 24", DATED APRIL 1989. THENCE FROM SAID POINT "D", SOUTH 55-25-27 EAST A DISTANCE OF 91.67 FEET, MORE OR LESS, ALONG THE LINE WHICH LIES TWO FEET NORTHEASTERLY OF LASTSAID EXISTING FENCE LINE, TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE(SHOWN AS 40 FEET TOTAL WIDTH ON LASTSAID MAP)OF EDMONDS ROAD; THENCE ALONG LASTSAID NORTHERLY RIGHT OF WAY LINE, SOUTH 60-33-30 WEST A DISTANCE OF 85.23 FEET, MORE OR LESS, TO A POINT OF INTERSECTION WITH THE ABOVESAID WESTERLY LINE OF PARCEL III; THENCE ALONG THE LASTSAID WESTERLY LINE OF PARCEL III, NORTH 26-20-50 WEST A DISTANCE OF 81.39 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PAGE TWO OF TWO PAGES "93225LEI.SAM" AREA INCLUDED WITHIN THE LANDS OF THIS DESCRIPTION IS 5,162 SQ. FT., MORE OF LESS. BASIS OF BEARINGS FOR THIS DESCRIPTION IS A PAIR OF FOUND RAILROAD SPIKES (AUGUST, 2002) [ POINTS "Y" AND "Z" -- SOUTH 44-10-33 WEST A DISTANCE OF 89.77 FEET] REPRESENTING THE END OF CURVE (POINT "Y") ON LINE "E" AT STATION "E" 7+83.77 OF THE ABOVESAID MAP AND AS DESCRIBED ABOVE AND THE P.I. (POINT "Z") OF THE SAME CURVE AND MAP ALTHOUGH ABOVESAID MAP DOES NOT INDICATE MONUMENTS AT THOSE POINTS. NOTE: [ALL MEASUREMENTS ARE IN FEET AND DECIMALS THEREOF. NORTH 00-00-00 EAST IS A BEARING IN DEGREES, MINUTES AND SECONDS] I PREPARED THIS DESCRIPTION ON SEPTEMBER 4, 2002 AND IT IS ARCHIVED AS "93225LEI.SAM" ON DISK ARCDOC 02-07, ARCTURUS LAND SURVEYING, WOODSIDE, CALIFORNIA(1-800-201-8700). tip LAND.,,......,,,»•9 v °.w oOti°f4etiL�� m No.48A DMTION 50 • 9 a2004 r�Q vF cA��F°� BRUCE D. WOODWORTH, R.L.S. 4850 END OF DESCRIPTION OF "EXHIBIT A" SEE ATTACHED MAP (EXHIBIT "B")WHICH IS MADE A PART HEREOF. Page I PROJECT: 93225—mprosd 09-04-02 Figure Name: LEGALI North: 5290.1069 East: 19074.7915 Course: N 58-57-40 E Distance: 40.69 North: 5311.0875 East: 19109.6554 Course: S 5 5-25-27 E Distance: 91.67 North: 5259.0651 East: 19185.1343 Course: S 60-33-30 W Distance: 85.23 North: 5217.1714 East: 19110.9112 Course: N 26-20-50 W Distance: 81.39 North: 5290.1067 East: 19074.7895 Course: N 82-30-09 E Distance: 0.00 North: 5290.1069 East: 19074.7915 Perimeter: 298.98 Area: 5162.07 PARCEL III 53 OR 179 POINT ,�z„ �DA1,00 ^,N' POINT „Y�� f' RO POINT OF os JOG' 1 ssso E.C. BEGINNING o., �,� 6>�j,� F ENC OLD SEWAGE FACILITY BUILDINGS CL CENTERLINE E.C. - END OF CURVE P.I. - POINT OF INTERSECTION OF CURVE Cj POINT "D" EXHIBIT " B" � g o Field Work Addition to the g wy PULGAS RIDGE Drawing Open Space Reserve ,) WY Redwood City, CA sue.- Archive Date: Scale ALDZip0208 08-28-02 1" = 100' V � 3 cadd File Sheet 1 of 1 93225pl3.dwg i SCHEDULEI 1. Cost Estimate for Demolition of Sewage Lift Station prepared by Levine Fricke dated October 8, 2002; 2. Letter from the County of San Mateo's Environmental Services Agency determining that the Property is not considered a subdividable or separate developable parcel, dated October 21, 2003. I PUbGA8F8D0E OPEN SPACE SEWAGE LIFT STATION DEMOLITION Item# Description Quantities Unit (Marcor) (WRS) Amount(Marcor) Amount(WRS) 1 Demolish and dispose of above ground portion of existing I LS 11,262.77 5,552.00 11,262.77 building Remove and dispose offsite all equipment inside the Estimated Low Unit Cost High Unit Cost Low Range High Range pipes. Plug the pipe. below ground surface 4 Demolish and dispose of concrete around the building 260 SF 2.88 4.10 750.00 1,066.00 (assumed 6"thick) Collect and analyze water to evaluate disposal options, cubic feet or 13,690 gallons) 6b Disposal of water as Federal RCRA waste 13,690 gallons 2.57 N/A 35,183.30 Fill the structure with sand to 18"below ground surface and Backfill with imported soil and compact to 90%(in place All required permits(list permit and associated cost � ' ' ' Subtotal(Excluding Item 64 31.385l0 91.152J9 Abatement 17.180.00 23,340.00 Subtotal Demolition Cost(Excluding Item 0b) 48.585M 74,492.79 Contingencies(15%) 7.28475 11.173.82 - Preparation nf Plans&Specifications 10.000.00 10.000.00 � Construction Observation and Contract Administration(15Y6) 8.377.46 12.850.01 ~ � Estimated Range of Total Project Costs(excluding Item 6b) 74.22721 108.51871 � ' Notes: demolished materials tobe disposed offsite 0oa legal disposal site Pub|iu:\LitaVift station demolition cost ! 10002 10:28AM OUR The following assumptions apply to environmental issues related to the Pulgas Ridge project: • A demolition-level building materials survey to identify asbestos containing materials (ACMs) and lead-based paint will be performed prior to building demolition. • All of the building materials in the structure contain asbestos. • Underground piping covered with or composed of asbestos (i.e., asbestos cement piping). • All ACMs will be abated prior to demolition of the structure. • All of the asbestos containing roofing materials will be removed prior to demolition of the structure. - • A permit for abatement of ACMs will be obtained from the Bay Area Air Quality Management District prior to start of abatement work. • All of the paint in the structure is lead-based. • LBP on materials to be recycled (i.e., concrete, wood, etc.) will be removed to the substrate. • LBP on materials that will not be recycled will be removed only if flaking or peeling. • All ACMs and LBPs will be removed from the property for proper disposal. • No hazardous materials, other than ACMs and LBPs, are present in the structure. A demolition-level survey would cost approximately $3,000 and preparation of abatement bid specifications for asbestos and lead-based paint would cost approximately $4,500. The abatement cost estimate is based on the following: Material Quantit Unit Price Estimate Stucco 650 sf $4.00 - $6.00 $2,600 - $3,900 Waterproofing 650 sf $2.00 - $4.00 $1,300 - $2,600 Paper Window Putty 960 If $3.00 - $4.00 $2,880 - $3,840_ LBP 1,300 sf $8.00 - $10-00 $10,400 - $13,000 Abatement Total Estimated Cost: $17,180 - $23,340 Notes: sf = square foot if = linear feet October 21, 2003 RECEIVED p - OCT 2 2 2003 Mr. Kenneth Chopping REAL ESTATE DIV. Real Property Officer City and County of San Francisco BID) 25 Van Ness Avenue, Suite 400 San Francisco, CA 94102 Dear Mr. Chopping: SUBJECT: Development potential of proposed surplus area owned by City ENVIRONMENTAL SERVICES and County of San Francisco; Portion of APN 093-150-020 AGENCY You have requested a letter from the San Mateo County Planning and Building Division regarding the development potential of the subject surplus area owned by the City and County of San Francisco (approximately 5,162 square feet). Agricultural Commissioner/Sealer of The subject area is located in the R-I/S-I I Zoning District(Single-Family Weights &Measures Residential/Combining District, minimum parcel size I - 5 acres). This district permits residential type development and other conditional uses (upon issuance of a Use Permit)with a minimum parcel size of I to 5 acres, depending on the Animal Control average ground slope (handouts enclosed). From our preliminary review, the proposed surplus area does not meet the minimum parcel size requirement and, therefore, could not be separated or subdivided as a separate developable parcel. However, the proposed surplus area could be either retained by the City and Cooperative Extension County of San Francisco or transferred through an approved lot line adjustment to the adjacent property(APN 050-470-080) to the west, currently owned by Midpeninsula Regional Open Space District. Fire Protection If you have additional questions regarding this matter, please call me at 650/363-1930. LAFCo Sincerely, Library Jim ggemeyer Dyev1go8rment Review: ices Manager Parks & Recreation JE:cdn - JKEN1444—WCN.DOC Enclosure Planning& Building cc: Michael C. Williams, Real Property Manager, Midpeninsula Regional Open Space District PLANNING AND BUILDING 455 County Center,2nd Floor-Redwood City,CA 94063-Phone(650)363-4161 -FAX(650)363-4849 SAN FRANCISCO PUBLIC UTILITIES COMMISSION REVOCABLE PERMIT Permit#P403 THIS REVOCABLE PERMIT(this"Permit")dated for reference purposes only as of March 23,2004 is made by and between the CITY AND COUNTY OF SAN FRANCISCO,a municipal corporation("City"),acting by and through its Public Utilities Commission("PUC"),and Midpeninsula Regional Open Space District("Permittee"). City and Permittee agree as follows: 1. License. City confers to Permittee a revocable, personal,non-exclusive and non-possessory privilege to enter upon and use that certain real property owned by City situated in the County of San Mateo, State of California,more particularly described in Exhibit A attached hereto(the "Permit Area"), for the limited purpose and subject to the terms,conditions and restrictions set forth below. The Permit Area is shown generally on Drawing No.B-4807 attached hereto as Exhibit B. This Permit gives Permittee a license only and notwithstanding anything to the contrary herein,this Permit does not constitute a grant by City of any ownership, leasehold,easement or other property interest or estate whatsoever in the Permit Area,or any portion thereof. Nothing in this Permit shall be construed as granting or creating any franchise rights pursuant to any federal, state or local laws. THE PRIVILEGE GIVEN TO PERMITTEE UNDER THIS PERMIT IS EFFECTIVE ONLY INSOFAR AS THE RIGHTS OF CITY IN THE PERMIT AREA ARE CONCERNED,AND PERMITTEE SHALL OBTAIN ANY FURTHER PERMISSION NECESSARY BECAUSE OF ANY OTHER EXISTING RIGHTS AFFECTING THE PERMIT AREA. WITHOUT LIMITING THE FOREGOING,THIS PERMIT IS BEING ISSUED SUBJECT AND SUBORDINATE TO ALL OF THE TERMS AND CONDITIONS OF THAT CERTAIN DEED OF OFFICIAL RECORDS OF SAN MATEO COUNTY, PURSUANT TO WHICH CITY ACQUIRED ITS INTEREST IN THE PERMIT AREA,AND ALL OTHER EXISTING AND FUTURE DOCUMENTS AND INSTRUMENTS OF RECORD AFFECTING THE PERMIT AREA(COLLECTIVELY, WITH THE DEED,RECORDED DOCUMENT). PERMITTEE,MUST SECURE ALL ADDITIONAL NECESSARY APPROVALS, PERMITS AND CONSENTS,AND DELIVER ALL NECESSARY NOTICES,BEFORE COMMENCING WORK IN THE PERMIT AREA,INCLUDING ANY APPROVALS,PERMITS,CONSENTS OR NOTICES REQUIRED FROM OR TO THE GRANTOR UNDER THE RECORDED DOCUMENTS. PERMITTEE COVENANTS AND AGREES,FOR THE BENEFIT OF CITY,THAT PERMITTEE SHALL FULLY COMPLY WITH THE TERMS AND CONDITIONS OF THE RECORDED DOCUMENTS AND ANY OTHER RULES AND REGULATIONS PROMULGATED BY CITY AS THEY APPLY TO ANY WORK TO BE PERFORMED OR FACILITIES TO BE INSTALLED BY PERMITTEE ON THE PERMIT AREA PURSUANT TO THIS PERMIT,AND CITY SHALL HAVE NO RESPONSIBILITY OR LIABILITY OF ANY KIND WITH RESPECT THERETO. PERMITTEE ACKNOWLEDGES AND AGREES THAT NEITHER CITY NOR ANY OF ITS AGENTS HAVE MADE,AND CITY HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,CONCERNING THE PRESENT OR FUTURE SUITABILITY OF THE PERMIT AREA FOR PERMITTEE'S INTENDED WORK OR FACILITIES,THE IMPACT OF ANY TERM OR CONDITION OF THE RECORDED DOCUMENTS ON PERMITTEE'S RIGHTS UNDER THIS PERMIT,OR THE ABILITY TO OBTAIN OR DELIVER,OR THE PROCEDURE FOR OBTAINING OR DELIVERING,ANY NECESSARY APPROVALS,PERMITS,CONSENTS OR rev.2/17/04 rev. #2 4-29-04 NOTICES FROM OR TO THE GRANTOR UNDER THE RECORDED DOCUMENTS OR ANY OTHER PARTY WITH RESPECT TO ANY MATTERS CONTAINED IN THIS PERMIT. 2. Use of Permit Area. (a) Permitted Acts. Pennittee may enter and use the Permit Area for the sole purpose of constructing,using,and maintaining a public pedestrian,equestrian,and bicycle dirt trail approximately four to six feet wide, in strict accordance with Section 3(a)hereof,and for no other purpose whatsoever. (b) Suboect to City Uses. Permittee is aware that the Permit Area constitutes a portion of City's water pipeline delivery system. Notwithstanding anything to the contrary in this Permit,any and all of Permittee's activities hereunder shall be subject and subordinate at all times to City's existing and future use of the Permit Area for municipal and other purposes. City shall in no way be liable for any damage or destruction to Permittee's property and/or improvements resulting from any pipeline break or from any pipeline repair or maintenance activities. Permittee shall,at City's request, immediately remove any property or improvements on the Permit Area to allow City access to the pipelines. In the event City deems it necessary, in City's sole discretion,City shall have the right to remove any such property or improvements and City shall not be responsible for restoring or returning same to its prior condition. 3. Installation of Facilities. Permittee may install a dirt pedestrian/bicycle trail approximately four to six feet wide,on the Permit Area only upon satisfaction of the following conditions,which are for the sole benefit of City: (a) Approval of Plans and Specifications. Permittee shall install the permitted facilities in accordance with plans and specifications(including drawings)approved in advance and in writing by PUC and attached hereto as ExhibitC. The plans and specifications may be revised or amended only with prior written approval of PUC after PUC'S bureau of Environmental Regulation and Management has determined that no further environmental review is required by CEQA as a result of any such revision or amendment. (b) Permits and Approvals. Before beginning any work in the Permit Area,Permittee shall obtain any and all permits, licenses and approvals(collectively, "approvals")of all regulatory agencies and other third parties that are required to commence,complete and maintain the permitted work. Promptly upon receipt of such approvals,Permittee shall deliver copies of them to PUC. Permittee recognizes and agrees that no approval by PUC for purposes of Permittee's work hereunder shall be deemed to constitute the approval of any federal,state or local regulatory authority with jurisdiction,and nothing herein shall limit Permittee's obligation to obtain all such regulatory approvals,at Permittee's sole cost. W Exercise of Due Care. Permittee shall use,and shall cause its Agents(as defined below) to use,due care at all times to avoid any damage or harm to City's water pipelines or other property and to native vegetation and natural attributes of the Permit Area and to minimize slope erosion. Permittee shall not disturb the surface of the Permit Area or perform any excavation work without the prior written approval of City,which City may withhold in its sole discretion. City shall have the right to condition and/or oversee any permitted excavation work. Permittee shall mark,at its own expense,the location of the City's water transmission mains within the Permit Area and shall not use any pick,plow or other sharp tool to remove the two feet of soil around the transmission mains, provided that Permittee may use hand shovels or pneumatic shovels in compliance with all other terms and conditions of this Permit. Permittee rev.2/17/04 rev. #2 4-29-04 shall immediately inform City of any actual or potential damage to the coating of the pipeline,and any such damage shall be promptly repaired by Permittee,at its own expense,to the satisfaction of City prior to backfilling;provided,City may elect, in its sole discretion,to make any necessary repairs itself,at Permittee's sole cost,by notifying Permittee of such fact. Upon completion of the repairs,City shall send to Permittee a bill therefore which Permittee shall pay within thirty(30)days following receipt. Under no circumstances shall Permittee damage,harm or take any rare,threatened or endangered species on or about the Permit Area. (d) Cooperation with Public Utilities Commission. Permittee and its Agents shall work closely with City personnel to minimize any potential disturbance(even if temporary)of the natural features of the Permit Area and to avoid disruption(even if temporary)of City facilities, in,under,on or about the Permit Area and City uses thereof, (e) Heavy Equipment. Permittee shall not use any heavy construction equipment over or about City's pipelines,except as otherwise expressly allowed in Section 4(i)hereof. (f) Work Schedule. Permittee must begin installation work,if at all,within one hundred eighty(180)days after the commencement of the term of this Permit. At least five(5)days prior to the commencement of any work on the Permit Area, Permittee shall notify Mr. Ben Ayala,Construction Inspector,at(650)872-5908,of the date such work shall commence and the intended construction schedule. Notwithstanding the approval of such schedule by PUC,the Construction Inspector shall have the right to require Permittee to adjust such schedule from time to time. All work must be performed during regular working hours(Monday through Friday)between 8:00 a.m.to 4:30 p.m.,exclusive of City holidays. Any work performed during any other time or day must be preapproved by the PUC at least forty-eight(48)hours prior to commencing such work. In connection with such approval,City shall have the right to charge Permittee additional inspection fees payable prior to PUC's approval of the request. Permittee shall complete all work no later than 180 days after the commencement of the term of this Permit,subject to unavoidable delays. For purposes hereof, "unavoidable delays" shall mean any delays by reason of acts of God,accidents, breakage, strikes, lockouts,other labor disputes,enemy action,civil commotion,protests,riots,demonstrations,federal or state governmental restrictions,or by any other reason beyond the reasonable control of Permittee. (g) Restoration of Permit Area. Immediately following completion of any work permitted hereunder,Permittee shall remove all debris and any excess dirt and shall restore the Permit Area to its condition immediately prior to Permittee's work hereunder,to the satisfaction of City. Permittee shall restore excavated areas with new vegetation(including irrigation and maintenance until established)and erosion control netting,all as requested by City. (h) Pipeline Depth/Installation of Above-Ground Markers. Before commencing any excavation work in the Permit Area,Permittee shall measure the depth of City's pipelines located in the Permit Area and shall forward such information to City. Permittee shall install above-ground markers identifying the location of any underground facilities installed pursuant to this Permit. The location,type and installation of markers and identifying information on the markers shall be subject to the prior written approval of PUC. (i) As-Built Drawines/Reports. Promptly upon completion of the installation of the facilities, Permittee shall furnish PUC with two(2)complete copies of final as-built drawings for the facilities, which drawings shall include sufficient detail so as to allow City to precisely locate the rev.2/17/04 rev. #2 4-29-04 facilities. In the event that Permittee or its agents or consultants prepares any environmental,seismic, geophysical or other written report relating to the Permit Area and/or any work performed thereon, Permittee shall furnish to City a complete copy of such report, including any schedules,exhibits and maps,promptly upon completion of the same. (j) Responsibility for Maintenance of Facilities. Permittee shall be solely responsible for repairing and maintaining all facilities placed in or on the Permit Area pursuant hereto in good and safe condition,and City shall have no duty whatsoever for any repair or maintenance of the Permit Area or any such facilities therein. Permittee shall notify City in writing not less than five(5)days before performing any repair or maintenance work in the Permit Area,except in the case of an emergency wherein Permittee shall notify City telephonically and in writing as soon as reasonably possible. (k) Revocability. Permittee acknowledges and agrees that the installation of the facilities permitted hereunder, regardless of cost, shall not in any way whatsoever limit City's right to revoke this Permit pursuant to the terms hereof or any of City's other rights hereunder. (1) Contractors. Permittee shall not accept and release its contractor for work authorized or required by this Permit before securing the PUC's written approval. (m) Cathodic and Other Protection. City may adopt from time to time such rules and regulations with regard to Permittee's facilities and operations hereunder as City may determine are necessary or appropriate, in City's sole discretion,to safeguard against corrosion of,or other damage to, City's pipelines and related facilities. Permittee shall immediately comply with all such rules and regulations upon receipt of a copy thereof. 4. Restrictions on Use. Permittee agrees that,by way of example only and without limitation,the following uses of the Permit Area by Permittee,or any other person claiming by or through Permittee,are inconsistent with the limited purpose of this Permit and are strictly prohibited as provided below: (a) Improvements. Except as otherwise expressly provided herein,Permittee shall not construct or place any temporary or permanent structures or improvements in,on, under or about the Permit Area,nor shall Permittee make any alterations or additions to any of existing structures or improvements on the Permit Area,unless Permittee first obtains PUC's prior written consent,which PUC may give or withhold in its sole and absolute discretion. For purposes hereof,asphalt,concrete and cementitious concrete driveways, sidewalks and parking areas, shacks and storage facilities,and fences shall be deemed"improvements." (b) Trees and Other Plantings. Permittee shall not plant any trees or other vegetation in or on the Permit Area,except as otherwise expressly provided herein and except in accordance with detailed plans consistent with the PUC's vegetation management policy and as approved by the PUC in writing in advance. (C) Dumpina. Permittee shall not cause or permit the dumping or other disposal in,on, under or about the Permit Area of landfill, refuse, Hazardous Material(as defined below)or any other materials, including but not limited to materials that are unsightly or could pose a hazard to the human health or safety,native vegetation or wildlife,or the environment. (d) Hazardous Material. Permittee shall not cause,nor shall Permittee allow any of its Agents or Invitees(as such terms are defined below)to cause,any Hazardous Material(as defined below) rev.2/17/04 rev. #2 4-29-04 r i to be brought upon,kept, used, stored,generated,released or disposed of in,on,under or about the Permit Area,or transported to,from or over the Permit Area. Permittee shall immediately notify City when Permittee learns of,or has reason to believe that,a release of Hazardous Material has occurred in,on, under or about the Permit Area. Permittee shall further comply with all laws, statutes,ordinances,rules, regulations,policies,orders,edicts and the like(collectively,"Laws")requiring notice of such releases or threatened releases to governmental agencies,and shall take all action necessary or desirable to mitigate the release or minimize the spread of contamination. In the event that Permittee or its Agents or Invitees cause a release of Hazardous Material,Permittee shall,without cost to City and in accordance with all Laws and using the highest and best technology available,promptly return the Permit Area to the condition immediately prior to the release. In connection therewith, Permittee shall afford City a full opportunity to negotiate and participate in any discussion with governmental agencies and environmental consultants regarding any settlement agreement,cleanup or abatement agreement,consent decree or other compromise proceeding involving Hazardous Material,and any other abatement or clean-up plan, strategy and procedure. For purposes hereof, "Hazardous Material"means material that, because of its quantity,concentration or physical or chemical characteristics, is at any time now or hereafter deemed by any federal, state or local governmental authority to pose a present or potential hazard to public health, welfare or the environment. Hazardous Material includes,without limitation,the following: any material or substance defined as a"hazardous substance,pollutant or contaminant" pursuant to the Comprehensive Environmental Response,Compensation and Liability Act of 1980,as amended,42 U.S.C. Sections 9601 et seq.,or pursuant to Section 25316 of the California Health& Safety Code or any other federal,state,or local Law; a"hazardous waste" listed pursuant to Section 25140 of the California Health&Safety Code; any asbestos and asbestos containing materials whether or not such materials are part of the Permit Area or are naturally occurring substances in the Permit Area;and any petroleum, including,without limitation, crude oil or any fraction thereof,natural gas or natural gas liquids,provided,the foregoing shall not prohibit Permittee from traversing to,from and across the Permit Area in standard motor vehicles that do not exceed the weight limitations set forth below. The term "release"or"threatened release"when used with respect to Hazardous Material shall include any actual or imminent spilling, leaking,pumping, pouring,emitting,emptying,discharging, injecting,escaping, leaching,dumping,or disposing in,on, under or about the Permit Area. (e) Nuisances. Permittee shall not conduct any activities in,on,under or about the Permit Area that constitute waste,nuisance or unreasonable annoyance(including,without limitation,emission of objectionable odors,noises or lights)to City,to the owners or occupants of neighboring property,or to the public,or that constitute waste or nuisance per se. (f) Damage. Permittee shall not do anything in,on, under or about the Permit Area that could cause damage or interference to any pipelines or other property located in,on, under or about the Permit Area. (g,) Use of Adjoining Land. Permittee acknowledges that the privilege given under this Permit shall be limited strictly to the Permit Area. Permittee shall not traverse over or otherwise use any adjoining lands of City. (h) Ponding,Water Courses. Permittee shall not cause any ponding on the Permit Area or any flooding on adjacent land. Permittee shall not engage in any activity that causes any change, disturbance, fill,alteration or impairment to the bed,bank or channel of any natural water course, wetland,or other body of water on, in, under or about the Permit Area,nor shall Permittee engage in any rev.2/17/04 rev. #2 4-29-04 1 tom. activity that could pollute or degrade any surface or subsurface waters or result in the diminution or drainage of such waters. (i) Heavy Equipment and Vehicles. To prevent damage to City's underground pipelines, Permittee's use of vehicles and equipment within twenty feet(20')of each side of the centerline of City's pipelines(measured on the surface)shall be subject to the following restrictions: (i) The depth of soil cover over the tops of City's pipelines must be at least three feet (Y)for steel cylinder pipe and four feet(4')for reinforced pre-stressed concrete cylinder pipe to accommodate the loading as defined below in Item(ii). If any equipment with axle loading exceeds the loads stated in Item(ii)below or if the depth of soil cover is less than stated above,Permittee shall submit to PUC for review and approval, in PUC's sole discretion,engineering calculations prepared by a licensed Professional Engineer showing that City's pipelines will not be adversely affected by Permittee's proposed activities. In the event that City's pipelines may be adversely affected,Pennittee shall submit remedial measures for City's approval to ensure that no adverse effect will occur. (ii) The effects of vehicle and equipment loads to the pipe must not exceed the effects of the "AASHO Standard H-10 Loading." H-10 loading is defined as loading caused by a two- axle truck with a gross weight of ten tons(20,000 lbs.),axles fourteen feet(14')apart,and rear axle carrying 8-tons(16,000 lbs.). Permittee shall be responsible to provide PUC adequate evidence that its equipment and vehicles meet the foregoing requirements. (W) Permittee shall not use vibrating compaction equipment without PUC's prior written approval, which approval may be withheld in PUC's sole discretion. (iv) If the depth of the soil cover over the pipeline(determined by potholing or other proof procedure)is less than the minimum stated in(i)above,unless an alternate method is approved by PUC in writing,all excavation and grading over the pipeline shall be performed manually. For any machinery equipment excavation and grading over and within twenty feet(20')on each side of the centerline of the pipeline(measured on the surface),Permittee shall submit a written proposal together with all supporting calculations and data to PUC for review and approval. In any case,the two feet(2 )of soil around the pipeline shall be removed manually or by other methods approved by PUC with due care as provided in Section 3(c). 5. Permit Fee(s). (a) Permittee shall pay to City a one-time non-refundable permit fee in the amount of Seven Hundred Fifty Dollars($750.00)to cover City's processing, inspection and other administrative costs. Such fee is payable at such time as Permittee signs and delivers this Permit to City. Payment shall be made by good check payable to the City and County of San Francisco and delivered to City in care of the Director of the Real Estate Services of the San Francisco Public Utilities Commission at the address for notices to City specified in Section 30 hereof or such other place as City may designate in writing. 6. Term of Permit. The privilege conferred to Permittee pursuant to this Permit shall commence on the date on which this Permit is executed and delivered by City following PUC authorization and approval and the receipt of all fees and security required to be provided hereunder(the"Commencement Date"),and shall immediately expire upon thirty(30)days written notice from City revoking this Permit. City may at its sole option freely revoke this Permit at any time without cause or liability,and without rev.2/17/04 rev. #2 4-29-04 any obligation to pay any consideration to Permittee or return to Permittee any part of the permit fee or, if applicable,the user fee. Upon any such revocation,Permittee will immediately surrender the Permit Area in the condition required hereunder. 7. Security for Performance. N/A 8. Insurance. (a) Permittee shall procure and keep in effect at all times during the term of this Permit,at Perm ittee's expense,and cause its contractors and subcontractors to maintain at all times during any construction activities on the Permit Area insurance as follows:(i)Commercial General Liability Insurance with limits not less than $1,000,000 each occurrence combined single limit for bodily injury and property damage, including coverages for contractual liability, personal injury, independent contractors,explosion,collapse and underground(XCU), broadform property damage, Sudden and Accidental Pollution, products and completed operations; (ii)Business Automobile Liability Insurance with limits not less than$1,000,000 each occurrence combined single limit for bodily injury and property damage, including coverages for owned,non-owned and hired automobiles,as applicable, if Permittee uses or causes to be used any vehicles in connection with its use of the Permit Area,and(iii)Workers' Compensation Insurance,including employer's liability coverage with limits of not less than$1,000,000 each accident. In lieu of the foregoing insurance, Permittee can elect to self-insure by providing City adequate evidence of its self-insurance program. If Permittee elects to self-insure,Permittee shall give PUC written notice of any significant change in or the depletion of its self-insurance fund. (b) All policies required hereunder shall provide for the following: (i)name as additional insureds the City and County of San Francisco, its Public Utilities Commission and its officers,agents and employees;(ii)specify that such policies are primary insurance to any other insurance available to the additional insureds,with respect to any claims arising out of this Permit and that insurance applies separately to each insured against whom claim is made or suit is brought,except with respect to the insurer's limit of liability,and(iii) include a waiver of subrogation endorsement or provision wherein the insurer acknowledges acceptance of Permittee's waiver of claims against City. Such policies shall also provide for severability of interests and that an act or omission of one of the named insureds which would void or otherwise reduce coverage shall not reduce or void the coverage as to any insured,and shall afford coverage for all claims based on acts,omissions, injury or damage which occurred or arose(or the onset of which occurred or arose)in whole or in part during the policy period. Sudden and accidental pollution coverage in the liability policies required hereunder shall be limited to losses resulting from Perinittee's activities(and Pertnittee's Agents and Invitees)under this Permit(excluding nonnegligent aggravation of existing conditions with respect to Hazardous Materials). (c) All policies shall be endorsed to provide thirty(30)days prior written notice to City of cancellation or intended non-renewal. (d) Prior to the commencement date of this Permit,Permittee shall deliver to City certificates of insurance in form and with insurers satisfactory to City,evidencing the coverages required hereunder, together with complete copies of the policies at City's request. In the event Permittee shall fail to procure such insurance,or to deliver such policies or certificates,City may procure,at its option,the same for the account of Permittee,and the cost thereof shall be paid to City within five(5)days after delivery to Permittee of bills therefore. rev.2/17/04 rev. #2 4-29-04 (e) Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defense costs be included in such general annual aggregate limit, such general aggregate limit shall double the occurrence or claims limits specified above. (f) Should any of the required insurance be provided under a claims made form, Permittee shall maintain such coverage continuously throughout the term of this Permit and,without lapse, for a period of three(3)years beyond the Permit expiration or termination,to the effect that should any occurrences during the Permit term give rise to claims made after expiration or termination of the Permit, such claims shall be covered by such claims-made policies. (g) Upon City's request, Permittee and City shall periodically review the limits and types of insurance carried pursuant to this Section. If the general commercial practice in the City and County of San Francisco is to carry liability insurance in an amount or coverage materially greater than the amount or coverage then being carried by Permittee for risks comparable to those associated with the Permit Area,then City in its sole discretion may require Permittee to increase the amounts or coverage carried by Permittee hereunder to conform to such general commercial practice. N Permittee's compliance with the provisions of this Section shall in no way relieve or decrease Permittee's indemnification obligations under this Permit or any of Permittee's other obligations hereunder. Notwithstanding anything to the contrary in this Permit,this Permit shall terminate immediately,without notice to Permittee,upon the lapse of any required insurance coverage. Permittee shall be responsible,at its expense, for separately insuring Permittee's property. 9. Compliance with Laws. Permittee shall,at its expense,conduct and cause to be conducted all activities on the Permit Area allowed hereunder in a safe and reasonable manner and in compliance with all Laws of any governmental or other regulatory entity(including,without limitation,the Americans with Disabilities Act)and all covenants, restrictions and provisions of record,whether presently in effect or subsequently adopted and whether or not in the contemplation of the parties. Permittee shall,at its sole expense,procure and maintain in force at all times during its use of the Permit Area any and all business and other licenses or approvals necessary to conduct the activities allowed hereunder. Permittee understands and agrees that City is entering into this Permit in its capacity as a property owner with a proprietary interest in the Permit Area and not as a regulatory agency with police powers. Permittee further understands and agrees that no approval by City for purposes of this Permit shall be deemed to constitute approval of any federal, state,City or other local regulatory authority with jurisdiction,and nothing herein shall limit Permittee's obligation to obtain all such regulatory approvals at Permittee's sole cost or limit in any way City's exercise of its police powers. 10. Covenant to Maintain Permit Area. In connection with its use hereunder,Permittee shall at all times,at its sole cost,maintain the Permit Area in a good,clean, safe, secure, sanitary and sightly condition, so far as the Permit Area may be affected by Permittee's activities hereunder. 11. Monuments. (a) Permittee by signing this Permit acknowledges that the monuments shown on Exhibit B attached hereto, if any,are in place and in good condition. During the installation of any permitted facilities hereunder and at all times during Permittee's use of the Permit Area, Permittee shall protect and rev,2/17104 rev. #2 4-29-04 0 safeguard City's monuments. Permittee shall promptly notify City in the event Permittee becomes aware of any change in the condition of City's monuments,regardless of the cause of such change. (b) If Permittee damages a monument necessitating resurvey,repair or replacement, as determined by City in its sole discretion, Permittee shall,at Permittee's expense, survey,file a land surveyor's map in the County Office and install a replacement monument within thirty(30)days of completion of work authorized under this Permit,all to the satisfaction of the City. A recorded surveyor's map shall be furnished by Permittee to the PUC for its records. (c) During the term of this Permit,City may replace missing monuments or install new monuments. When missing monuments are replaced or new monuments installed by the City,the City shall give Permittee written notice thereof. Upon deposit of such notice in the U.S. mail by City,postage prepaid,Permittee shall assume the protection and replacement responsibilities set forth herein. 12. Removal or Alteration of Facilities. Without limiting City's rights hereunder,Permittee shall promptly,at City's written request,alter or remove at its sole expense any and all facilities, improvements,plantings or other property installed or placed in,on,under or about the Permit Area by Permittee,as may be necessary to avoid any actual or potential interference with any of City's pipelines, power lines,facilities or other structures now or later constructed,or with the maintenance thereof or with any other operations or land uses by City. In the request,City shall have the right to specify reasonable time limits for completion of the work. If after such written notice Permittee fails to complete the requested work within the prescribed time limits,City shall have the right to perform the requested work and charge Permittee all costs and expenses incurred by City in performing the work. Such amount shall be due and payable upon City's demand. In the event of an emergency City may,at its sole option and without notice,alter,remove or protect at Permittee's sole expense,any and all facilities, improvements, plantings or other property installed or placed in,on,under or about the Permit Area by Permittee except for utility facilities owned by either a private company or a public agency that are necessary for operations after an emergency as determined by City in its sole discretion. The owner of such utility facilities shall,upon written or oral notice by City that an emergency exists,take immediate action at its sole expense to protect,remove or relocate such facilities as required by City to meet the emergency. 13. 5kE. Permittee shall not place,erect or maintain any sign,advertisement,banner or similar object in, on,or about the Permit Area without PUC's prior written consent,which PUC may withhold in its sole discretion;provided,however, Permittee may place in the Permit Area a temporary sign of less than thirty(30)days' duration that is necessary for Permittee's construction use and which does not extend below the ground surface without PUC's prior written consent. 14. Surrender. Upon the expiration of this Permit or within thirty(30)days after any sooner revocation or other termination of this Permit,Permittee shall surrender the Permit Area in the same condition as received,and broom clean, free from hazards and clear of all debris. At such time, Permittee shall remove all of its property from the Permit Area and any signs and,upon City's request,other structures or improvements permitted hereunder,and shall repair,at its cost,any damage to the Permit Area caused by such removal. Permittee's obligations under this Section shall survive any termination of this Permit. 15. Repair of Damage. If any portion of the Permit Area or any property of City located on or about the Permit Area is damaged or threatened by any of the activities conducted by Permittee or anyone acting by or through Permittee hereunder, Permittee shall immediately,at its sole cost, notify City by rev.2/17/04 rev. #2 4-29-04 facsimile of such damage or threat. City may, but shall not be obligated,to remedy such damage or threat at Permittee's sole cost,or City may elect to witness Permittee's repair work. In the event City elects not to remedy such damage or threat,Permittee shall repair any and all such damage and restore the Permit Area or property to its previous condition subject to City's inspection,review and approval. City has no responsibility or liability of any kind with respect to any utilities that may be on, in or under the Permit Area. Permittee has the sole responsibility to locate such utilities and other existing facilities and protect them from damage. Permittee shall be solely responsible for arranging and paying directly for any utilities or services necessary for its activities hereunder, provided,Permittee shall obtain City's prior written approval to the provision of such services or utilities in,on, under,or through the Permit Area. 16. City's Riaht to Cure Defaults by Permittee. If Permittee fails to perform any of its obligations under this Permit to restore the Permit Area, remove or alter facilities or repair damage,or if Permittee defaults in the performance of any of its other obligations under this Permit,then City may,at its sole option, remedy such failure for Pennittee's account and at Permittee's expense by providing Permittee with three(3)days'prior written or oral notice of City's intention to cure such default(except that no such prior notice shall be required in the event of an emergency as determined by City). Such action by City shall not be construed as a waiver of any rights or remedies of City under this Permit,and nothing herein shall imply any duty of City to do any act that Permittee is obligated to perform. Permittee shall pay to City upon demand,all costs,damages,expenses or liabilities incurred by City, including,without limitation, reasonable attorneys,' experts,' and consultants' fees, in remedying or attempting to remedy such default. Pennittee's obligations under this Section shall survive the termination of this Permit. 17. No Costs to City. Permittee shall bear all costs or expenses of any kind or nature in connection with its use of the Permit Area,and shall keep the Permit Area free and clear of any liens or claims of lien arising out of or in any way connected with its use of the Permit Area. 18. Indemnity. Permittee shall indemnify,defend,reimburse and hold harmless City, its officers, agents,employees and contractors,and each of them, from and against any and all demands,claims, legal or administrative proceedings, losses,costs,penalties,fines, liens,judgments,damages and liabilities of any kind("Claims"),arising in any manner out of(a)any injury to or death of any person or damage to or destruction of any property occurring in,on or about the Permit Area,or any part thereof,whether such injury,death,damage or destruction is caused by the person or property of Permittee, its officers, directors, members,employees,agents, consultants,contractors or subcontractors(collectively, "Agents"), its invitees,guests or business visitors(collectively, "Invitees"),or third persons,relating to any use or activity under this Permit,(b)any failure by Permittee to faithfully observe or perform any of the terms,covenants or conditions of this Permit,(c)the use of the Permit Area or any activities conducted thereon by Permittee, its Agents or Invitees,(d)any release or discharge,or threatened release or discharge,of any Hazardous Material caused or allowed by Permittee, its Agents or Invitees,on, in, under or about the Permit Area,any improvements or into the environment,or(e)any failure by Permittee to faithfully observe or perform any terms,covenants or conditions of the Recorded Documents to the extent that such terms,covenants or conditions relate to or are triggered by the work to be performed or the facilities to be installed pursuant to this Permit;except solely to the extent of Claims resulting directly from the willful misconduct of City or City's authorized representatives. In addition to Permittee's obligation to indemnify City, Permittee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City from any claim that actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false,which obligation arises at the time such claim is tendered to Permittee by City and continues at all times thereafter. The foregoing indemnity shall include,without limitation,reasonable attorneys',experts' and consultants fees and costs, investigation and remediation costs and all other reasonable costs and rev.2/17/04 rev. #2 4-29-04 expenses incurred by the indemnified parties, including,without limitation,damages for decrease in the value of the Permit Area and claims for damages or decreases in the value of adjoining property. Permittee's obligations under this Section shall survive the expiration or other termination of this Permit. 19. Waiver of Claims. (a) Neither City nor any of its commissions,departments, boards,officers,agents or employees shall be liable for any damage to the property of Permittee, its officers,agents,employees, contractors or subcontractors,or their employees,or for any bodily injury or death to such persons, resulting or arising from the condition of the Pen-nit Area or its use by Permittee. (b) Permittee acknowledges that this Permit is freely revocable by City and in view of such fact,Permittee expressly assumes the risk of making any expenditures in connection with this Permit, even if such expenditures are substantial. Without limiting any indemnification obligations of Permittee or other waivers contained in this Permit and as a material part of the consideration for this Permit, Permittee fully RELEASES, WAIVES AND DISCHARGES forever any and all claims,demands, rights, and causes of action against,and covenants not to sue,City, its departments,commissions,officers, directors and employees,and all persons acting by,through or under each of them,under any present or future laws, statutes,or regulations, including,but not limited to,any claim for inverse condemnation or the payment of just compensation under law or equity, in the event that City exercises its right to revoke or terminate this Permit. (c) Permittee acknowledges that it will not be a displaced person at the time this Permit is terminated or revoked or expires by its own terms,and Permittee fully RELEASES, WAIVES AND DISCHARGES forever any and all claims,demands, rights,and causes of action against,and covenants not to sue,City, its departments,commissions,officers,directors and employees,and all persons acting by,through or under each of them, under any present or future laws, statutes,or regulations, including, without limitation,any and all claims for relocation benefits or assistance from City under federal and state relocation assistance laws. (d) Permittee expressly acknowledges and agrees that the fees payable hereunder do not take into account any potential liability of City for any consequential or incidental damages including, but not limited to, lost profits and arising out of disruption to the facilities or Permittee's uses hereunder. City would not be willing to give this Permit in the absence of a waiver of liability for consequential or incidental damages due to the acts or omissions of City or its Agents,and Permittee expressly assumes the risk with respect thereto. Accordingly,without limiting any indemnification obligations of Permittee or other waivers contained in this Permit and as a material part of the consideration for this Permit, Permittee fully RELEASES, WAIVES AND DISCHARGES forever any and all claims,demands,rights, and causes of action against for consequential and incidental damages(including without limitation, lost profits and covenants not to sue for such damages,City, its departments,commissions,officers,directors and employees,and all persons acting by,through or under each of them,arising out of this Permit or the uses authorized hereunder,including,without limitation,any interference with uses conducted by Permittee pursuant to this Permit,regardless of the cause,and whether or not due to the negligence of City or its Agents,except for the gross negligence and willful misconduct of City or its Agent. (e) As part of Permittee's agreement to accept the Permit Area in its "As Is"condition as provided below,and without limiting such agreement, Permittee on behalf of itself and its successors and assigns,waives its right to recover from,and forever releases and discharges,City and its Agents,and rev.2/17/04 rev. #2 4-29-04 J their respective heirs, successors,administrators,personal representatives and assigns, from any and all Claims,whether direct or indirect,known or unknown, foreseen and unforeseen, that may arise on account of or in any way be connected with the physical or environmental condition of the Permit Area and any related improvements or any law or regulation applicable thereto or the suitability of the Permit Area for Permittee's intended use. (f) In connection with the foregoing releases,Permittee acknowledges that it is familiar with Section 1542 of the California Civil Code,which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release,which if known by him must have materially affected his settlement with the debtor. Permittee acknowledges that the releases contained herein includes all known and unknown, disclosed and undisclosed,and anticipated and unanticipated claims. Permittee realizes and acknowledges that it has agreed upon this Permit in light of this realization and,being fully aware of this situation, it nevertheless intends to waive the benefit of Civil Code Section 1542,or any statute or other similar law now or later in effect. The releases contained herein shall survive any termination of this Permit. 20. As Is Condition of Permit Area; Disclaimer of Representations. Permittee accepts the Permit Area in its "AS IS"condition,without representation or warranty of any kind by City, its officers,agents or employees,and subject to all applicable laws,rules and ordinances governing the use of the Permit Area. Without limiting the foregoing,this Permit is made subject to any and all existing and future covenants,conditions,restrictions,easements,encumbrances and other title matters affecting the Permit Area,whether foreseen or unforeseen,and whether such matters are of record or would be disclosed by an accurate inspection or survey. 21. No Assignment. This Permit is personal to Permittee and shall not be assigned,conveyed or otherwise transferred by Permittee under any circumstances. Any attempt to assign,convey or otherwise transfer this Permit shall be null and void and cause the immediate termination and revocation of this Permit. 22. Cessation of Use. Permittee will not terminate its activities on the Permit Area pursuant hereto without prior written notice to City. 23. No Joint Ventures or Partnership;No Authorization. This Permit does not create a partnership or joint venture between City and Permittee as to any activity conducted by Permittee on, in or relating to the Permit Area. Permittee is not a state actor with respect to any activity conducted by Permittee on, in, under or around the Permit Area. The giving of this Permit by City does not constitute authorization or approval by City of any activity conducted by Permittee on, in,around or relating to the Permit Area. 24. MacBride Principles-Northern Ireland. The City and County of San Francisco urges companies doing business in Northern Ireland to move toward resolving employment inequities and encourages them to abide by the MacBride Principles as expressed in San Francisco Administrative Code Section 12F.1,"s . The City and County of San Francisco also urges San Francisco companies to do business with corporations that abide by the MacBride Principles. Permittee acknowledges that it has rev.2/17/04 rev. #2 4-29-04 read and understands the above statement of the City and County of San Francisco concerning doing business in Northern Ireland. 25. Non-Discrimination in City Contracts and Benefits Ordinance. (a) Covenant Not to Discriminate. In the performance of this Permit, Permittee covenants and agrees not to discriminate on the basis of the fact or perception of a person's race,color,creed, religion,national origin,ancestry,age, sex, sexual orientation, gender identity,domestic partner status, marital status,height,weight,disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status)against any employee of,any City employee working with,or applicant for employment with Permittee, in any of Permittee's operations within the United States,or against any person seeking accommodations,advantages,facilities,privileges,services,or membership in all business, social,or other establishments or organizations operated by Permittee. (b) Other Subcontracts. Permittee shall include in all subcontracts relating to the Permit Area a non-discrimination clause applicable to such subcontractor in substantially the form of subsection (a)above. In addition, Permittee shall incorporate by reference in all subcontracts the provisions of Sections 12B.2(a), 12B.2(c)-(k),and 12C.3 of the San Francisco Administrative Code and shall require all subcontractors to comply with such provisions. Permittee's failure to comply with the obligations in this subsection shall constitute a material breach of this Permit. (c) Non-Discrimination in Benefits. Permittee does not as of the date of this Permit and will not during the Term, in any of its operations in San Francisco or where the work is being performed for the City or elsewhere within the United States,discriminate in the provision of bereavement leave, family medical leave,health benefits,membership or membership discounts,moving expenses,pension and retirement benefits or travel benefits, as well as any benefits other than the benefits specified above, between employees with domestic partners and employees with spouses,and/or between the domestic partners and spouses of such employees,where the domestic partnership has been registered with a governmental entity pursuant to state or local law authorizing such registration,subject to the conditions set forth in Section 12B.2(b)of the San Francisco Administrative Code. (d) Condition to Permit As a condition to this Permit, Permittee shall execute the"Chapter 12B Declaration:Nondiscrimination in Contracts and Benefits"form(Form HRC-12B-10 1)with supporting documentation and secure the approval of the form by the San Francisco Human Rights Commission. (e) Incorporation of Administrative Code Provisions by Reference. The provisions of Chapters 12B and 12C of the San Francisco Administrative Code relating to non-discrimination by parties contracting for the Permit of City property are incorporated in this Section by reference and made a part of this Agreement as though fully set forth herein. Permittee shall comply fully with and be bound by all of the provisions that apply to this Permit under such Chapters of the Administrative Code, including but not limited to the remedies provided in such Chapters. Without limiting the foregoing, Permittee understands that pursuant to Section 12B.2(h)of the San Francisco Administrative Code,a penalty of$50 for each person for each calendar day during which such person was discriminated against in violation of the provisions of this Permit may be assessed against Permittee and/or deducted from any payments due Permittee. rev.2/17/04 rev. #2 4-29-04 26. Reguirine Health Benefits for Covered Employees. To the extent applicable and unless exempt or preempted by other law, Permittee agrees to comply fully with and be bound by all of the provisions of the Health Care Accountability Ordinance(HCAO),as set forth in San Francisco Administrative Code Chapter 12Q(Chapter 12% including the implementing regulations,as the same may be amended or updated from time to time. The provisions of Chapter 12Q are incorporated herein by reference and made a part of this Permit as though fully set forth herein. The text of the HCAO is currently available on the web at www.ci.sf.ca.us\HCAO. Capitalized terms used in this Section and not defined in this Permit shall have the meanings assigned to such terms in Chapter 12Q. (a) For each Covered Employee Permitee shall provide the applicable health benefit set forth in Section 12Q.3 of the HCAO. If Permitee chooses to offer the health plan option,such health plan shall meet the minimum standards set forth by the San Francisco Health Commission. (b) Notwithstanding the above, if Permitee meets the requirements of a"small business"as described in Section 12Q.3(d)of the HCAO, it shall have no obligation to comply with part(a)above. (0 Permitee's failure to comply with any applicable requirements of the HCAO shall constitute a material breach by Permitee of this Permit and City's remedies shall be those set forth in the HCAO. If,within 30 days after receiving City's written notice of a breach of this Permit for violating the HCAO, Permitee fails to cure such breach or, if such breach cannot reasonably be cured within such 30- day period, Permitee fails to commence efforts to cure within such period,or thereafter fails diligently to pursue such cure to completion,City shall have the remedies set forth in Section 12Q.5(f)(1-5). Each of these remedies shall be exercisable individually or in combination with any other rights or remedies available to City. (d) Any Subpermit or Contract regarding services to be performed on the Premises entered into by Permitee shall require the Subtenant or Contractor and Subcontractors,as applicable,to comply with the requirements of the HCAO and shall contain contractual obligations substantially the same as those set forth in this Section. Permitee shall notify the Purchasing Department when it enters into such a Subpermit or Contract and shall certify to the Purchasing Department that it has notified the Subtenant or Contractor of the obligations under the HCAO and has imposed the requirements of the HCAO on the Subtenant or Contractor through written agreement with such Subtenant or Contractor. Permitee shall be responsible for ensuring compliance with the HCAO by each Subtenant,Contractor and Subcontractor performing services on the Premises. If any Subtenant,Contractor or Subcontractor fails to comply,City may pursue the remedies set forth in this Section against Permitee based on the Subtenant's,Contractor's, or Subcontractor's failure to comply,provided that the Contracting Department has first provided Permitee with notice and an opportunity to cure the violation. (e) Permitee shall not discharge,reprimand, penalize, reduce the compensation of,or otherwise discriminate against,any employee for notifying City of any issue relating to the HCAO,for opposing any practice proscribed by the HCAO, for participating in any proceedings related to the HCAO,or for seeking to assert or enforce any rights under the HCAO by any lawful means. (f) Permitee represents and warrants that it is not an entity that was set up,or is being used, for the purpose of evading the requirements of the HCAO. (g) Permitee shall keep itself informed of the requirements of the HCAO,as they may rev.2/17/04 rev. #2 4-29-04 change from time to time. (h) Upon request,Permitee shall provide reports to City in accordance with any reporting standards promulgated by City under the HCAO, including reports on Subtenants,Contractors,and Subcontractors. (i) Within five(5)business days after any request by City,Permitee shall provide City with access to pertinent records relating to any Permitee's compliance with the HCAO. In addition,City and its agents may conduct random audits of Permitee at any time during the term of this Permit. Permitee agrees to cooperate with City in connection with any such audit. 27. Contributions from Contractors. San Francisco Campaign and Governmental Conduct Code (the "Conduct Code")Section 1.126 prohibits any person who contracts with the City for selling or leasing any land or building to or from the City whenever such transaction would require the approval by a City elective officer or the board on which that City elective officer serves,from making a contribution to such an officer,or candidate for such an office,or committee controlled by such officer or candidate at any time from the commencement of negotiations for such contract until the termination of negotiations for such contract or three months has elapsed from the date the contract is approved by the City elective officer,or the board on which that City elective officer serves. San Francisco Ethics Commission Regulation 1.126-1 provides that negotiations are commenced when a prospective contractor first communicates with a City officer or employee about the possibility of obtaining a specific contract. This communication may occur in person,by telephone or in writing,and may be initiated by the prospective contractor or a City officer or employee. Negotiations are completed when a contract is finalized and signed by the City and the contractor. Negotiations are terminated when the City and/or the prospective contractor end the negotiation process before a final decision is made to award the contract. Through its execution of this Agreement,Permitee acknowledges that it is familiar with the provisions of section 15.103 of City's Charter,Article 111,Chapter 2 of City's Campaign and Governmental Conduct Code,and sections 87100 et seq and sections 1090 et seq.of the Government Code of the State of California,and certifies that it does not know of any facts which constitute a violation of said provisions and agrees that if it becomes aware of any such fact during the term of this Agreement it shall immediately notify Landlord. 28. Tropical Hardwoods and Virgin Redwoods. The City and County of San Francisco urges companies not to import,purchase,obtain or use for any purpose,any tropical hardwood,tropical hardwood product, virgin redwood,or virgin redwood product. 29. Taxes,Assessments,Licenses,Permit Fees and Liens. (a) Permittee recognizes and understands that this Permit may create a possessory interest subject to property taxation and that Permittee may be subject to the payment of property taxes levied on such interest. Permittee further recognizes and understands that any transfer or assignment permitted under this Permit and any exercise of any option to renew or extend this Permit may constitute a change in ownership for purposes of property taxation and therefore may result in a revaluation of any possessory interest created hereunder. (b) Permittee agrees to pay taxes of any kind, including,but not limited to,possessory interest taxes, that may be lawfully assessed on the interest hereby created and to pay all other taxes, excises, licenses,permit charges and assessments based on Permittee's usage of the Permit Area that may rev.2/17/04 rev. #2 4-29-04 be imposed upon Permittee by law,all of which shall be paid when the same become due and payable and before delinquency. (c) Permittee agrees not to allow or suffer a lien for any such taxes or charges to be imposed upon the Permit Area or upon any equipment or property located thereon without promptly discharging the same,provided that Permittee, if so desiring, may have reasonable opportunity to contest the validity of the same by paying under protest or posting adequate(in City's sole discretion)security during any such contest. 30. Notices. Except as otherwise expressly provided herein,any notices given under this Permit shall be effective only if in writing and given by delivering the notice in person,by sending it first class mail or certified mail with a return receipt requested,or nationally-recognized overnight courier that guarantees next day delivery and provides a receipt therefor,with postage prepaid,addressed as follows(or such alternative address as may be provided in writing): City or PUC: Real Estate Services Public Utilities Commission 1155 Market St.,4th Flr. San Francisco,CA 94103 Attn: Director Permittee: Midpeninsula Regional Open Space District 330 Distel Circle Los Altos,CA 94022-1404 Attn: General Manager Notices herein shall be deemed given two(2)days after the date when they shall have been mailed if sent by first class,certified or overnight courier,or upon the date personal delivery is made. 31. No Tobacco Advertising. Permittee acknowledges and agrees that no advertising of cigarettes or tobacco products is allowed on any real property owned by or under the control of the City, including the property that is the subject of this Permit. This prohibition includes the placement of the name of a company producing, selling or distributing cigarettes or tobacco products or the name of any cigarette or tobacco product in any promotion of any event or product. This prohibition does not apply to any advertisement sponsored by a state, local or nonprofit entity designed to communicate the health hazards of cigarettes and tobacco products or to encourage people not to smoke or to stop smoking. 32. Pesticide Prohibition. Permitee shall comply with the provisions of Section 303 of Chapter 3 of the San Francisco Environment Code(the"Pesticide Ordinance")which(i)prohibit the use of certain pesticides on City property,(ii)require the posting of certain notices and the maintenance of certain records regarding pesticide usage and(iii)require Permitee to submit to the SFPUC an integrated pest management("IPM")plan that(a) lists,to the extent reasonably possible,the types and estimated quantities of pesticides that Permitee may need to apply to the Premises during the terms of this Lease,(b) describes the steps Permitee will take to meet the City's IPM Policy described in Section 300 of the Pesticide Ordinance,and(c)identifies, by name,title,address and telephone number,an individual to act as the Permitee's primary IPM contact person with the City. In addition,Permitee shall comply with Sections 303(a)and 303(b)of the Pesticide Ordinance. rev.2/17/04 rev. #2 4-29-04 33. Conflict of Interest Permitee states that it is familiar with the provisions of Sections 15.103 of the San Francisco Charter,Article 111,Chapter 2 of the City's Campaign and Governmental Conduct Code and Sections 87100 et seq.and Sections 1090 et seq. of the Government Code of the State of California and certifies that it knows of no facts,which would constitute a violation of such provisions and agrees that if it becomes aware of any such fact during the term of this Lease, it shall immediately notify the City. Permitee further certifies that it has made a complete disclosure to the PUC of all facts bearing upon any possible interest,direct or indirect,which Permitee believes any member of the PUC,or other officer or employee of the City and County of San Francisco,presently has or will have in this Lease or in the performance thereof. Willful failure to make such disclosure, if any, shall constitute a material default hereunder. 34. General Provisions. (a) This Permit may be amended or modified only by a writing signed by City and Permittee. (b)No waiver by any party of any of the provisions of this Permit shall be effective unless in writing and signed by an officer or other authorized representative,and only to the extent expressly provided in such written waiver. No wavier shall be deemed a subsequent or continuing waiver of the same,or any other,provision of this Permit. (c)Except as expressly provided to the contrary,all approvals,consents and determinations to be made by City hereunder may be made in the sole and absolute discretion of City. (d)This instrument(including the exhibit(s)hereto)contains the entire agreement between the parties and all prior written or oral negotiations,discussions,understandings and agreements are merged herein. (e)The section and other headings of this Permit are for convenience of reference only and shall be disregarded in the interpretation of this Permit. (f)Time is of the essence in all matters relating to this Permit. (g)This Permit shall be governed by California law and City's Charter. (h)If either party commences an action against the other or a dispute arises under this Permit,the prevailing party shall be entitled to recover from the other reasonable attorneys'fees and costs. For purposes hereof and for purposes of the indemnifications set forth herein, reasonable attorneys'fees of City shall be based on the fees regularly charged by private attorneys in San Francisco with comparable experience notwithstanding the City's use of its own attorneys. (i) If Permittee consists of more than one person then the obligations of each person shall be joint and several. (i)Permittee,may not record this Permit or any memorandum hereof. (k)Subject to the prohibition against assignments or other transfers by Permittee hereunder,this Permit shall be binding upon and inure to the benefit of the parties and their respective heirs,representatives, successors and assigns. (1)Any sale or conveyance of the property burdened by this Permit by City shall automatically revoke this Permit. (m)Notwithstanding anything to the contrary contained in this Permit,Permittee acknowledges and agrees that no officer or employee of City has authority to commit City to this Permit unless and until a resolution of City's PUC shall have been duly adopted approving this Permit and authorizing the transaction contemplated hereby. Therefore, any obligations or liabilities of City hereunder are contingent upon enactment of such an resolution,and this Permit shall be null and void if City's PUC does not approve this Permit, in its sole discretion. 35. Disclosure. Permittee understands and agrees that under the City's Sunshine Ordinance(S.F. Administrative Code Chapter 67)and the State Public Records Law(Gov't Code section 6250 et seq.), apply to this Permit and any and all records,information,and materials submitted to the City in connection with this Permit. Accordingly,any and all such records, information and materials may be subject to public disclosure in accordance with the City's Sunshine Ordinance and the State Public Records Law. Permittee hereby authorizes the City to disclose any records, information and materials submitted to the City in connection with this Permit. rev.2/17/04 rev. #2 4-29-04 PERMITTEE REPRESENTS AND WARRANTS TO CITY THAT IT HAS READ AND UNDERSTANDS THE CONTENTS OF THIS PERMIT, HAS HAD AN OPPORTUNITY TO REVIEW AND DISCUSS IT WITH COUNSEL OF ITS CHOOSING, AND AGREES TO COMPLY WITH AND BE BOUND BY ALL OF ITS PROVISIONS. PERMITTEE: Midpeninsula Regional Open Space District a California special district By: Name: L. Craig Britton Its: General Manager CITY: CITY AND COUNTY OF SAN FRANCISCO, A municipal corporation General ager Public itiesCommission Date 71 ` /e i APPROVED AS TO FORM: DENNIS J.HERRERA City Attorpey By: 64 City A ey Authorized by Public Utilities Commission Resolution No. 'q y - 0/P& Adopted W 17 y Attest Secret Pub tilities Commission rev.2/17/04 rev. #2 4-29-04 PERMITTEE REPRESENTS AND WARRANTS TO CITY THAT IT HAS READ AND UNDERSTANDS THE CONTENTS OF THIS PERMIT, HAS HAD AN OPPORTUNITY TO REVIEW AND DISCUSS IT WITH COUNSEL OF ITS CHOOSING, AND AGREES TO COMPLY WITH AND BE BOUND BY ALL OF ITS PROVISIONS. PERMITTEE: Midpeninsula Regional Open Space District a California s cia ' trict y Name: L. Craig Bri on Its: General Manager CITY: CITY AND COUNTY OF SAN FRANCISCO, A municipal corporation i General Manager Public Utilities Commission APPROVED AS TO FORM. Date DENNIS J. HERRERA City Attorney By: Deputy City Attorney Authorized by E Public Utilities Commission Resolution No. Adopted Attest Secretar y Public Utilities Commission i t i 19 s s EXHIBIT A DESCRIPTION OF PERMIT AREA All that certain real property located in San Mateo County,California,described as follows: A portion of Parcel 2185 IIIBDPL I & 2 in San Carlos, according to PUC records and as shown on Drawing attached hereto as Exhibit B and made a part hereof. I rev.2117/04 rev. #2 4-29-04 EXHIBIT B DRAWING NO. 4807 i rev.2/1 7/04 rev. #2 4-29-04 • VICINITY MAP , C a o.is os o VICIMTY MAP ♦•. \v` `• '♦°e .o 0 ♦;�a &;� .. �. ti .♦ Proposed Dirt Trail Corridor (4-6 foot wide) Using Old Service Road Alignment 1 St 09 GIN CITY AND COUNTY OF SAN FRANCISCO PUBLIC UTILITIES COMMISSION Permit to Midpeninsula Regional Open Space District Portion of Parcel 2185 III BY IREVIEWED DRAWN BY SCALE DRAWING NO. APPROVED CHID BY DATE REV.BY DATE REV. B-4807 MANAGER,LAND ENGINEERING i EDIT C APPROVED PLANS AND SPECIFICATIONS rev.2/17/04 rev. #2 4-29-04 PULGAS RIDGE OPEN SPACE PRESERVE . •♦. '�, ♦, •♦ ♦• �. '♦ Intermittent Stream — -- SFWDB.D.P.L.#1 •♦•♦ `' ♦�lj Trail SFWDB.D.P.L. #2 ♦• •�y ♦ Paved Road SFWDB.D.P.L. #3 •♦ `, ` ♦• -•�•—•� Preserve/SFWD Boundary SFWDB.D.P.L. #4 1 ` •♦♦ ® Redwood Center O •♦� ♦j 2 • O i The approximate locations of the SFWD Pipe Lines were determined �O • �� based on a Plan provided by San Francisco Water District ram`♦• �j .v O •Feet a�y•♦ e�A . ' o� ` / ♦1 0 75 150 300 — •♦ ` S ♦ ' �, F"\\ crestL `O �, '♦ VICINITY MAP 4O A Proposed Dirt Trail Corridor ,`� (4-6 foot wide) 00 N ` Pulgas Ridge Jsing Old Service Road Alignment • - ��'� s Open Space co Preserve i SYer Loopjca` 0 ,� • c o O 40 C) mama mono 00 Fdgewood P� cow P ' �,'• /' �d S♦ 04 Cd�'ba JBLIC UTIU1;Es CO lkliSSION v 3 ♦♦♦♦♦•� •♦••• �a , / `••� 'Qo AND COUNTY OFSAN r NOSCO(OCSF) '• ♦•• ' • O �• as LAND ENGINEE INGREVIEWED ♦•♦ CJ` ♦� �� REVIEWED:(JP.A'ECT 045 REUSED AS NOTED ♦♦ ♦♦♦ 1? � ♦ ' �, ••`•`. Miles AND RESUBMIT , ♦♦ QUO\�G P ♦ _ • � 0 015 0.3 0.6 AS NOTED UNACCE°TABLE :♦ PG ♦♦ ♦ Ile '•` IMPORTANT:TFfiS T..At, IS ONLY FOR THE PORTION{S) ♦• Ma n h ole,,cover IN 1AM1tlGi CCSF W IMT ST ANL'i0R FAG'UTIES 4 AND DOES NOT RELIEVE PROJECT SPONSOR F,%a VATN SIGN REO S.SPEOFICAT10N6. %� •JrRACTUAL S SIGN DATE 4° x s° x 6'-0° PUL6A5 RIDGE OPEN SPACE PRE5ERVE REDWOOD R01,16H N SPLIT RAIL EQUIPMENT AND VEHICLE LOAD RESTRICTIONS 0 0 010 ON CITY AND COUNTY OF SAN FRANCISCO (CITY) cV 6" X 6" X 4'-O" PIPELINE RIGHT-OF-WAY REDWOOD OR P.T. CEDAR POST TO PREVENT DAMAGE TO THE GITY'5 UNDERGROUND PIPELINES, I I 'i:�/ �'i/ "�%'•/ /�! PERMITTEES USE OF VEHIGLES AND EQUIPMENT WITHIN TWENTY FEET (20') OF EAGH 51PE OF THE GENTERLINE OF THE GITY'S PIPELINES(MEASURED ON to I I; I I COMPACT SOIL 6 THE 5URFAGE) SHALL BE SUBJEGT TO THE FOLLOWING RESTRIGTIONS: N I I I I ALL AROUND POST (i) THE DEPTH OF SOIL GOVER OVER THE TOPS OF THE GITY'S PIPELINES I• I MUST BE AT LEAST THREE FEET (5) FOR STEEL CYLINDER PIPE AND FOUR L J ELEVATION L J FEET(4') FOR REINFORCED PRE-STRESSED GONGRETE CYLINDER PIPE TO PROVIDE MIN. 1 2" AGGOMMODATE THE LOADING AS DEFINED BELOW IN ITEM(II). IF ANY CLEARANGE BETWEEN EQUIPMENT OR VEHICLE WITH AXLE LOADING EXCEEDS THE LOADS STATED BASE OF POST AND IN ITEM(ii) BELOW, OR IF THE DEPTH OF 501L 15 LE55 THAN STATED ABOVE, TOP OF SFWD PIPELINE PERMITTEE SHALL SUBMIT TO CITY'S PUBLIC UTILITIES COMMISSION, WATER SUPPLY AND TREATMENT DIVISION (5FPUG) FOR REVIEW AND APPROVAL, IN SFPUG'5 SOLE D15CRETION, ENGINEERING GALGULATIONS PREPARED BY A LIGENSED PROFE55IONAL ENGINEER SHOWING THAT GITY'S PIPELINES WILL NOT BE ADVERSELY AFFEGTED BY PERMITTEE'S PROPOSED ACTIVITIES. IN THE EVENT THAT THE GITY'S PIPELINES MAY BE ADVERSELY AFFEGTED, PERMITTEE SHALL SUBMIT REMEDIAL MEASURES FOR GITYS APPROVAL TO ENSURE THAT NO ADVERSE EFFECT WILL OGGUR. �- dJ TRAIL TREAD (ii) THE EFFECTS OF THE VEHIGLE AND EQUIPMENT LOADS TO THE PIPE MUST 3/5" X 1 1 " GARRIACGE NOT EXGEED THE EFFEGT5 OF THE "AA5HTO STANDARD H- 10 LOADING:' H- BOLT, GOUNTERSUNK 10 LOADING 15 DEFINED A5 LOADING GAU5ED BY A TWO-AXLE TRUGK WITH A 6R055 WEIGHT OF TEN TONS(20,000 LB5.), AXLES FOURTEEN (1 4') APART, AND REAR AXLE CARRYING 5 TONS (16,000 LB5.). PERMITTEE SHALL BE RESPONSIBLE TO PROVIDE 5FPUG ADEQUATE EVIDENCE THAT ITS EQUIPMENT AND VEHIGLE5 MEET THE FOREGOING REQUIREMENTS. THE EQUIPMENT USED TO GON57RUGT THE TRAIL UNDER THIS PERMIT WILL PLAN GON515T OF: 2 I1 - ONE BOBGAT -7 5 3 5KID-5TEER LOADER WITH AN OPERATING GUT ON 45 DEGREE WEIGHT OF 4,993 LB5. ANGLE - ONE BOMAG BW90 AD-2 VIBRATORY ROLLER WITH AN PUBLIC UIIU TIES CjMMISSION OPERATING WEIGHTCITYANDCOUNTYOFSANFRANC W OF 3,35 1 LB5. LAND ENGINEEYNG 5i' - ALL OTHER EQUIPMENT USED FOR GON5TRUCTION AND 19REVIEWED Ll rr,-.SED AS NOTED' MAINTENANGE OF THIS TRAIL WILL BE HAND OPERATED TOOLS. �REVIEWED,CORREcnoNs RESUBMIT AS NOTED ❑i WA.CCER!AsLE s NOPERMITTEE SHALL NOT USE VIBRATING COMPACTION EQUIPMENT �N C r y 'o�qa°,2ON(' WITHOUT SFPUG'S PRIOR WRITTEN APPROVAL, WHICH APPROVAL MAY BE d o `� P'.° a': ° °DOES NO RCuEVERROtECTSPONSOR,E GINEER o m o a o 0 0• o I AN CON RACTOq of RESRoI E�iI TIES TO Cow,, WITH THE DESIGN F#QLAREMENTS.SPECIFICATIONS WITHHELD IN 5FPUC'5 SOLE DI5GRETION. I I I I cooE M14TRACTtOL SIGN pt,r �; (iv) IF THE DEPTH OF THE 501L GOVER OVER THE PIPELINE(DETERMINED BY I I I I „ POTHOLING OR OTHER PROOF PROGEDURE) 15 LE55 THAN THE MINIMUM i I • I I 4 DECOMPOSED STATED IN N ABOVE, UNLESS AN ALTERNATE METHOD 15 APPROVED BY I I I I : GRANITE FILL OVER 5FPUG IN WRITING, ALL EXGAVATION AND GRADING OVER THE PIPELINE NOTES: - - 0% TO 50/c GROSS SLOPES SHALL BE PERFORMED MANUALLY. FOR ANY MAGHINERY EQUIPMENT - GRADE NOT TO EXCEED 5%AND SECTION EXGAVATION AND GRADING OVER AND WITHIN TWENTY FEET (20) ON EACH GROSS SLOPE NOT TO EXCEED 2%. i 51DE OF THE CENTERLINE OF THE PIPELINE (MEASURED ON THE 5URFAGE), - 4" 5URFAGING OF DEGOMP05ED GRANITE, PERMITTEE SHALL SUBMIT A WRITTEN PROPOSAL TOGETHER WITH ALL ROLLED AND GOMPAGTED TO MIN. 95% SUPPORTING GALGULATION5 AND DATA TO 5FPUG FOR REVIEW AND DENSITY. APPROVAL. IN ANY GA5E, THE TWO FEET (2') 50IL AROUND THE PIPELINE SINGLE SPLIT RAIL FENCE SHALL BE REMOVED MANUALLY OR BY OTHER METHODS APPROVED BY SFPUG. SGALE: 1 " = 2'-0"