HomeMy Public PortalAboutResolution - 06-42- 20060927 - Amend StarLink Agreement RESOLUTION NO. 06- 42
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on September 13, 2006, at a Regular Meeting thereof, by the following vote:
AYES: J. Cyr, M. Davey, N. Hanko, L. Hassett, K. Nitz
NOES: None
ABSTAIN: None
ABSENT: P. Siemens
ATTEST: APPROVED:
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S cretary r ident
Board of Directors 'Board of Directors
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
the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly
held and called on the above day.
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RESOLUTION NO. 06-42
RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA
REGIONAL OPEN SPACE DISTRICT AUTHORIZING OFFICER TO EXECUTE
SECOND AMENDMENT TO AGREEMENT TO EXCHANGE INTERESTS IN
REAL PROPERTY WITH STARLINK LOGISTICS, INC. (STARLINK),
AUTHORIZING OFFICER TO EXECUTE GRANT OF STORM DRAINAGE
EASEMENT FROM DISTRICT TO STARLINK, AUTHORIZING OFFICER TO
EXECUTE CERTIFICATE OF ACCEPTANCE AND GRANT OF PUBLIC TRAIL
EASEMENT FROM STARLINK TO DISTRICT, AUTHORIZING OFFICER TO
EXECUTE GRANT OF PUBLIC TRAIL EASEMENT FROM DISTRICT TO CITY
OF PALO ALTO, AND AUTHORIZING GENERAL MANAGER TO EXECUTE
ANY AND ALL OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO
THESE TRANSACTIONS (RAVENSWOOD OPEN SPACE PRESERVE—LANDS
OF STARLINK LOGISTICS, INC.
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 Second Amendment to that certain Agreement to Exchange Interests in Real Property between
StarLink Logistics, Inc. and Midpeninsula Regional Open Space District, a copy of which is attached
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hereto and b reference made a art hereof, and authorizes the President or other appropriate of ce a
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execute the Amendment on behalf of the District.
Section Two. The President of the Board of Directors, General Manager or other appropriate officer is
execute the Stor
m Drainage Easement granting the real property interests being conveyed
authorized to g Y
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therein by the District to StarLink.
Section Three. The President of the Board of Directors, General Manager or other appropriate officer is
authorized to execute the Public Trail Easement from StarLink granting the real property interests being
conveyed therein to the District, and to execute the Certificate of Acceptance on behalf of the District for
this grant of easement.
Section Four. The President of the Board of Directors, General Manager or other appropriate officer is
authorized to execute the Public Trail Easement conveying the trail easement to the City of Palo Alto.
Section Five. The General Manager of the District or his designee shall cause to be given appropriate
notice of acceptance. The General Manager or his designee is further authorized to execute any and all
other documents necessary or appropriate to the closing of the transactions with StarLink and the City of
Palo Alto.
AMENDMENT TO AGREEMENT TO
EXCHANGE INTERESTS IN REAL PROPERTY
This Amendment is to that certain Agreement to Exchange Interests in Real Property, dated
September 27, 1995, as amended from time to time (herein, the "Exchange Agreement"), by and
between STARLINK LOGISTICS, INC., a Delaware corporation (herein, "SLLI") and successor
in interest to Rhone-Poulenc, Inc., and the MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT, a California special district(herein, "District") and is entered into by the parties
effective upon execution hereof by District.
WHEREAS,pursuant to the Exchange Agreement, District issued to SLLI a Permit to Enter on
certain District lands, known as San Mateo County Assessor's Parcel No. 63-590-04, for
purposes of installation and maintenance of certain storm water drainage facilities ("Storm
Drain"); and
WHEREAS, SLLI and District, pursuant to said Exchange Agreement, agreed that upon SLLI's
acquisition of certain lands, designated therein as "Parcel II", and the conveyance of a Public
Trail Easement over said parcel, District would convey a permanent easement for the Storm
Drain to SLLI; and
WHEREAS,both parties are able and prepared to make such conveyances; and
' SLLI deposited the sum of
WHEREAS as securityfor the performance of SLLI s obligations, S o
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Ten Thousand Dollars ($10,000.00) with District (the "Security"); and
WHEREAS, District and SLLI desire to perform their remaining obligations under said
Exchange Agreement,
NOW THEREFORE, District and SLLI agree as follows:
1. The Term of the Agreement is extended to include performance hereunder.
2. The parties knowingly and freely waive any procedural irregularities in or lapses of the
Agreement, hereby ratify their individual past actions in relationship to the subject matter
of the Agreement, and now acknowledge their present satisfaction with all prior
performance of the other party under the Agreement, including any amendment thereof.
3. District shall execute herewith, and thereby convey to SLLI, that certain Storm Drainage
Easement attached hereto and incorporated herein as Exhibit I.
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4. SLLI shall execute herewith, and thereby convey to District, that certain Public Trail
Easement attached hereto and incorporated herein as Exhibit II.
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5. District shall, concurrent with execution of this Amendment, tender its check in the sum
of Ten-thousand Dollars ($10,000.00) to SLLI in full satisfaction of its obligations in
relation to the Security.
6. Each party shall bear all costs incurred in the recordation of the conveyance to such party.
7. The provisions of the Hazardous Substance Indemnification of the Agreement shall
survive the termination thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their duly authorized officer or officers to be effective as of the date of full execution hereof.
INK LOGISTICS, INC.:
Date: / C'f
o n A. Wichtrich, President
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT:
(5 By: Date. /
J Cyr, P ident t
oard of Directors
Attest;
Sally , istrict Clerk