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HomeMy WebLinkAboutD-1927 851 & 860 Humbert Ave, property located adjacent to railroad right-of-way, surplus property, HASLO dedication Recorded 11/13/2012SLO CITY-OMMIRONMENTAL INDEMNITY AGREEMENT is dated as of DG Doer 14 .2012, and is between the City of San Luis Obispo ( "City "), a municipal corporation and charter city, and The Housing Authority of the City of San Luis Obispo, a public agency, corporate and politic, ( "HASLO "). City and HASLO are collectively referred to herein as the "Parties," and each individually as a "Party.." ARTICLE 1. RECITALS 1.1 HASLO owns that certain real property located at 851 and 860 Humbert Avenue. Said HASLO property is described in Exhibit A attached hereto ( "HASLO Property ").City owns that certain real property located adjacent to the railroad right -of -way. Said City property is described in Exhibit B attached hereto ( "City Property "). HASLO was granted approval to develop HASLO Property per City Council Resolution No. 10066 (2009 Series) and per Architectural Review Commission (ARC) approval ARC 27 -06. To develop FIASLO Property-as approved by the City Council and the ARC, it is necessary for HASLO to obtain and utilize a portion of said City property ( "Surplus Property ") as described in Exhibit C attached hereto. Said City Council Resolution made findings regarding the disposition of Surplus Property. It was determined that City no longer has need for Surplus Property, and that the disposition of Surplus Property to facilitate an affordable housing development is consistent with the policies of the Land Use and Flousing Elements of the General Plan. In exchan-e for obtaining Surplus Property pursuant to that certain "Real Property Exchange Agreement" dated 0c+6 ber t 2012, ( "Exchange Agreement "), HASLO will dedicate right-of-way to the City for a Cul -de -sac at the terminus of Francis Avenue and for a future pedestrian crossing over the railroad tracks. The Francis cul- de -sac dedication and the pedestrian crossing dedication are collectively referred to as " HASLO Dedication" and are described in Exhibit D attached hereto. All of the above real property described above is conceptually shown in Exhibit E attached hereto. 1.2 As a material part of the consideration for the City's agreement to enter into the Exchange Agreement, City wishes to be released, held harmless and.indenulified by HASLO and its successors and assigns. and completely protected, to the fullest extent possible under the law, from any and all claims, liabilities and obligations associated with the physical or environmental condition of the Surplus Property and to have HASLO and Its SLICCCSSOI'S and assigns, as trallSfel -eeS, accept all risks, liabilities and financial obligations arising from or relatin'o to the physical and environmental condition of the Surplus Property; regardless of the natln•e or degree of'any defect Ill SLICII condition. 1.3 After allowing HASLO a full opportunity to inspect the Surplus Property in whatever manner it deemed appropriate, and in order to induce the transfer of the properties, and pursuant to the Exchange Agreement, the Parties are executing this Environmental Indemnity Agreement ( ".Indemnity Agreement ") effective as of the date lirst set forth above. JULIE RODEWAI� TSB San Luis Obispo Count�p clerk/Recorder 11/13/2012 Recorded at the request of 2:54 PM Public RECORDING REQUESTED BY AND D O c # : 2012065798 Titles: 1 Pages: 18 WHEN RECORDED RETURN TO: City of San Luis Obispo Fees 0.00 City Clerk Taxes 0.00 990 Palm Street Others 0.00 San Luis Obispo; CA93401 PAID $0.00 RECEIVED - -' - - - DEC 07 2012 ENVIRONMENTAL INDEMNITY AGREEMENT SLO CITY-OMMIRONMENTAL INDEMNITY AGREEMENT is dated as of DG Doer 14 .2012, and is between the City of San Luis Obispo ( "City "), a municipal corporation and charter city, and The Housing Authority of the City of San Luis Obispo, a public agency, corporate and politic, ( "HASLO "). City and HASLO are collectively referred to herein as the "Parties," and each individually as a "Party.." ARTICLE 1. RECITALS 1.1 HASLO owns that certain real property located at 851 and 860 Humbert Avenue. Said HASLO property is described in Exhibit A attached hereto ( "HASLO Property ").City owns that certain real property located adjacent to the railroad right -of -way. Said City property is described in Exhibit B attached hereto ( "City Property "). HASLO was granted approval to develop HASLO Property per City Council Resolution No. 10066 (2009 Series) and per Architectural Review Commission (ARC) approval ARC 27 -06. To develop FIASLO Property-as approved by the City Council and the ARC, it is necessary for HASLO to obtain and utilize a portion of said City property ( "Surplus Property ") as described in Exhibit C attached hereto. Said City Council Resolution made findings regarding the disposition of Surplus Property. It was determined that City no longer has need for Surplus Property, and that the disposition of Surplus Property to facilitate an affordable housing development is consistent with the policies of the Land Use and Flousing Elements of the General Plan. In exchan-e for obtaining Surplus Property pursuant to that certain "Real Property Exchange Agreement" dated 0c+6 ber t 2012, ( "Exchange Agreement "), HASLO will dedicate right-of-way to the City for a Cul -de -sac at the terminus of Francis Avenue and for a future pedestrian crossing over the railroad tracks. The Francis cul- de -sac dedication and the pedestrian crossing dedication are collectively referred to as " HASLO Dedication" and are described in Exhibit D attached hereto. All of the above real property described above is conceptually shown in Exhibit E attached hereto. 1.2 As a material part of the consideration for the City's agreement to enter into the Exchange Agreement, City wishes to be released, held harmless and.indenulified by HASLO and its successors and assigns. and completely protected, to the fullest extent possible under the law, from any and all claims, liabilities and obligations associated with the physical or environmental condition of the Surplus Property and to have HASLO and Its SLICCCSSOI'S and assigns, as trallSfel -eeS, accept all risks, liabilities and financial obligations arising from or relatin'o to the physical and environmental condition of the Surplus Property; regardless of the natln•e or degree of'any defect Ill SLICII condition. 1.3 After allowing HASLO a full opportunity to inspect the Surplus Property in whatever manner it deemed appropriate, and in order to induce the transfer of the properties, and pursuant to the Exchange Agreement, the Parties are executing this Environmental Indemnity Agreement ( ".Indemnity Agreement ") effective as of the date lirst set forth above. 1.4 By this Indemnity Agreement, the Parties intend to i�1isure that the City is insulated, to the fullest extent possible, from all risks, Liabilities and financial obligations arising from or relating to the physical or environmental condition of the Surplus Property, including, but not limited to any contamination by Hazardous Materials, as defined below. ARTICLE II. DEFINITIONS 2.1 For purposes of this Indemnity Agreement, the following capitalized terms shall have the following meanings: 2.1.1 The term "Environmental Expenses" shall mean all costs and expenses reasonably incurred in response to (a) a Hazardous Release; (b) an Environmental Claim; or (c) the requirements of the Environmental Laws, including but not limited to investigating, characterizing, responding to, removing or remediating Hazardous Materials existing or allegedly existing, in, on or over the Surplus Property. By way of example, and not limitation, it includes consulting and investigation fees, feasibility studies, repair, detoxification, closure or other clean -up costs, reasonable attorney's fees incurred (including, without limit, consultants' and attorneys' fees incurred in evaluating, reviewing and supervising the response, removal and remediation measures and in negotiating, litigating, satisfying or settling the Environmental Claims). Without limitation such costs and expenses shall be at least coextensive with the types and categories of reimbursable costs and expenses and administrative overhead recoverable by the United States Government in cost recovery actions under the Environmental Laws, including CERCLA, as defined below. 2.1.2 The term "Hazardous Materials" shall mean any substance or material, which, because of its status as a waste, or 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 or threat to public health, welfare or the environment, or which is regulated based on such potentially hazardous effects. The term "hazardous materials" includes, without limitation, any material or substance defined as a "hazardous" or "toxic" substance or "waste," and any pollutant or contaminant regulated under the federal or California Clean Water Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA ") (42 U.S.C. Sections 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq.), or pursuant to Section 25316 et seq.. of the California Health and Safety Code; any material listed pursuant to Section 25140 et seq. of the California Health and Safety Code; any man -made asbestos and asbestos containing materials, and any petroleum, including, without limitation, crude oil or any fraction thereof, natural gas or natural gas liquids; or otherwise under the Environmental Laws. 2.1.3 The term "Hazardous Release" shall include any historic, actual or imminent spilling leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, storing, or disposing in, on, under or about the Surplus Property of any Hazardous Materials. 2.1.4 The term "City Representatives" shall mean the City of San. Luis Obispo, its Council members, officers, employees, agents, contractors, and their respective successors and assigns. 2.1.5 The term "Transfer Date" shall mean the date that the City signs a grant deed transferring the Surplus Property to HASLO. 2.1.6 The term "Agency" shall mean any governmental agency having jurisdiction over any Hazardous Materials located in, on, above, or under the Surplus Property. • i i 2.1.7 The term "Environmental Claim" shall mean (i) any claim, demand, complaint, process, proceeding, penalty, or cause of action relating to a Hazardous Release or (ii) any action, proceeding, penalty, liability, loss, damage or cost caused by a breach of the provisions of this Indemnity Agreement 2.1.8 The tern "Environmental Laws" shall mean all present and future federal, state and local laws, regulations, ordinances, mandates, decrees or other regulation or imposition enforceable by any police powers, including those of an Agency or other branch of government, as developed, created or amended from time to time, and whether under common law, statutes, ordinances, regulations, rules, administrative rules and policies, judicial or administrative orders or decrees, and all other requirements or impositions of any Agency relating to the protection of human health or the environment. Such term includes, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. ( "RCRA" ); the Toxic Substances Control Act, 15 U.S.C. Sections 2601 et seq.; the Clean Water Act, 33 U.S.C. Sections 1251 et seq.; the California Hazardous Waste Control Act, Health and Safety Code Sections 25100 et seq.; the California Hazardous Substance Account Act, Health and Safety Code Sections 25330 et seq.; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Sections 25249.5 et seq.; California Health and Safety Code Sections 25280 et seq. (Underground Storage of Hazardous Substances); the California Hazardous Waste Management Act, Health and Safety Code Sections 25170.1 et seq.; California Health and Safety Code Sections 25501 et seq. (Hazardous Materials Response Plans and Inventory); the California Porter - Cologne Water Quality Control Act, Water Code Sections 13000 et seq. ARTICLE III. INDEMNITY 3.1 HASLO and its successors and assigns hereby unconditionally agree at their sole cost to indemnify, protect and to hold City Representatives harmless fi-om, and to,defend the City Representatives (with counsel selected by City) against, any and all (a) Environmental Claims; (b) Environmental Expenses; and (c) liabilities, losses, damages, fines, penalties, charges, orders, judgments or liens; to the extent any of the foregoing arise, directly or indirectly, in whole or in part out of. (i) a Hazardous Release into, through, from or upon the Surplus Property; or (ii) any act or omission by HASLO in discharge of its obligations under this Indemnity Agreement, including without limit, the handling, investigation, treatment, storage, decontamination, remediation, removal, transport or disposal of any Hazardous Materials. HASLO's liability hereunder is absolute and does not depend on whether the events described in (a), (b), or (c) resulted from any act or omission of City, or if so caused, whether City's acts or omissions were legal, negligent, or within its control. 3.2 City's rights to the indemnity and defense identified herein, and the obligations undertaken by HASLO herein to provide such indemnity and defense, shall supersede all other agreements between the Parties as of the Transfer Date which are inconsistent with these provisions, and any contrary rights that HASLO may have at common law or by statute are waived by HASLO. No inspection, nor any failure by HASLO to inspect the Surplus Property, nor any failure of any Party to exact any particular form of representation or warranty from any other Party, shall be construed to modify, eliminate or diminish the indemnity obligations of HASLO hereunder. Nothing in this Indemnity Agreement is meant to affect the rights of any third party or governmental agency to proceed against any Party under any federal, state or local law. Notwithstanding the foregoing, the City's right to indemnity and defense identified herein shall not extend to any liability for an environmental condition of which the City had actual knowledge as of the date of the Real Property Exchange Agreement, ARTICLE IV. CONDITION OF PROPERTY 4.1 HASLO acknowledges and agrees that if HASLO acquires the Surplus Property, then it is acquiring the Surplus Property subject to any and all deficiencies, defects and other matters referred to or otherwise set forth in any Reports delivered to HASLO or otherwise made available to HASLO. City makes no representations or warranties with respect to the adequacy or accuracy of the Reports. City shall have no liability with respect to any matters disclosed or contained in the Reports provided to HASLO. For purposes of this Indemnity Agreement, HASLO shall be deemed to have actual knowledge of the contents of the Reports, and to have pursued all reasonable further diligence that any reasonably prudent person would have pursued in light of the information provided in such documents. 4.2 HASLO acknowledges and agrees: (i) that, prior to the Transfer Date, HASLO has thoroughly inspected the Surplus Property and observed all of the legal, environmental, zoning, land use, seismic, title, survey and physical characteristics and conditions of the Surplus Property and has approved of all such characteristics and conditions and by acquiring the Surplus Property, HASLO waives any and all right or ability to make a claim of any kind or nature against any of the City Representatives (defined herein) for any and all deficiencies or defects in the characteristics and conditions of the Surplus Property which would be disclosed by an inspection; (ii) to acquire the Surplus Property with any and all of such deficiencies and defects, and subject to all matters disclosed by City herein or in any separate writing with respect to the Surplus Property; (iii) none of the City Representatives has made any representations, warranties or provided any promises or assurances of any kind whatsoever respecting the Surplus Property, its condition, its size, the permitted uses or the suitability of HASLO's intended use of the Surplus Property other than as provided in this Indemnity Agreement; (iv) that it is purchasing (and the City is conveying) the Surplus Property in its present condition, "AS IS ", "WHERE IS" AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Surplus Property whether or not known or discovered, shall affect the rights of City, the City Representatives, or HASLO hereunder; (v) that any and all information and documents furnished to HASLO by or on behalf of City relating to the Surplus Property, including the Reports, shall be deemed furnished as a courtesy to HASLO and without any warranty of any kind from or on behalf of the City; (vi) that HASLO has performed an independent inspection and investigation of the Surplus Property and has also investigated and has knowledge of operative or proposed governmental laws and regulations including without limitation, land use laws and regulations to which the Property may be subject; and (vii) that HASLO shall acquire the Surplus Property solely upon the basis of its independent inspection and investigation of the Surplus Property, including without limitation, (a) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Surplus Property or any aspect or portion thereof, including, without limitation, appurtenances, access, landscaping, availability of utility systems, soils, geology and groundwater, or whether the Surplus Property lies within a special flood hazard area, an area of potential flooding, a very high fire hazard severity zone, a wildland fire area, an earthquake fault zone or a seismic hazard zone, (b) the development or income potential of the Surplus Property, (c) the zoning or other legal status of the Surplus Property or any other public or private restrictions on the use of the Surplus Property, (d) the compliance of the Surplus Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity, (e) the ability of HASLO to obtain any necessary governmental approvals, licenses or permits for HASLO'S intended use or development of the Surplus Property, (f) the presence or absence of Hazardous Materials on, in, under, above or about the Surplus Property or any adjoining or neighboring property, or (g) the condition of title to the Surplus Property.. ARTICLE V. REPRESENTATIONS 5.1 HASLO represents and warrants to City that: (1) HASLO is a public agency, corporate and politic created under California law duly formed, validly existing and in good standing under the laws of the State of California; (ii) this Indemnity Agreement(a) is duly authorized, executed and delivered by HASLO, (b) does not violate any provision of any judicial order to which HASLO is a party or to which HASLO is subject and (c) constitutes a valid and legally binding obligation of HASLO; (iii) HASLO has full and complete power and authority to enter into this Indemnity Agreement and to perform its obligations hereunder; (iv) HASLO is not presently the subject of a bankruptcy, insolvency or probate proceeding and FIASLO neither anticipates nor intends to file or cause to be filed any bankruptcy or insolvency proceeding involving HASLO or HASLO's assets during the pendency of. Indemnity Agreement; (v) HASLO is a sophisticated property manager With substantial experience in acquiring assets of the same type as the Surplus Property and has such knowledge and experience in financial and business matters that HASLO is capable of evaluating the merits and risks of the Surplus Property; (vi) HASLO is represented by competent counsel; and (vii) HASLO and its agents have thoroughly inspected the Surplus Property, fully observed the characteristics and conditions of the Surplus Property, and is purchasing the Surplus Property subject to the terms of this Indemnity Agreement, including Without limitation, Article Ill. The foregoing representations and warranties of HASLO shall survive the transfer of the Surplus Property to HASLO. 5.2 HASLO and City each specifically acknowledge and agree that all references in this Indemnity Agreement, in any of the exhibits attached hereto and in any document, certificate or statement to be delivered by City to HASLO hereunder, to the phrases "to City's actual knowledge," or "known to City" (whether used in the phrase "to the actual knowledge of City;" "actually known to City," "City's knowledge," or in similar or other contexts): (1) shall mean the actual (not constructive or imputed) personal knowledge of the management employees of City with knowledge of the Surplus Property (which City representatives are Limited to Mayor Jan Marx and Interim Public Works Director Carrie Mattingly; (ii) shall in no case mean or refer to the actual or constructive knowledge of any other City Representative; and (iii) shall in no event or circumstance impose upon City or any of the City Representatives any duty or obligation to verify, inquire or make any independent inquiry or investigation of any such representation, warranty or statement, or to otherwise investigate the facts or circumstances relating or otherwise pertinent thereto. HASLO further acknowledges and agrees that: (1) none of the City Representatives shall be personally liable, or otherwise have any personal liability, under or in connection with this Indemnity Agreement, including Without IllnitatiOn, in connection with any of the representations, warranties or statements made in connection with, or pursuant to, this Indemnity Agreement; and (ii) HASLO shall have no right to rely oil, and City shall have no liability with respect to, any representation or warranty (including any future certification or statement, actually Or deemed made, as to representations or warranties) which HASLO actually knows to be inaccurate or untrue at any time prior to the Transfer Date. Any claim, action or proceeding brought by HASLO against the City for any alleged misrepresentation or failure to disclose any material fact relating to the Surplus Property must be brought Within one year of the Transfer Date or the same shall be deemed waived and of no further effect. Any such claim shall be limited to the recovery of direct damages. ARTICLE VI. RELEASES 6.1 HASLO hereby agrees that the City Representatives shall be, and are hereby, fully and forever released and discharged from any and all liabilities, losses, claims (including third party claims), demands, damages (of any nature whatsoever), causes of action, costs, penalties, fines, judgments, attorneys' fees, consultants' fees and costs and experts' fees, special, indirect or consequential damages (collectively, the "Claims "), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the Surplus Property Including, without limitation, the physical, environmental and seismic condition of the Surplus Property or the violation of any law or regulation applicable thereto, including, without limitation; any Environmental Claim (regardless of when it first appeared) relating to or arising from: (1) the presence of any Hazardous Release, or the use, presence, storage, release, discharge, or migration of Hazardous Materials on, in, under or around the Surplus Property regardless of when such Hazardous Materials were first introduced in, on or about the Surplus Property; (ii) any patent or latent defects or deficiencies with respect to the Surplus Property; and (iii) any and all matters related to the Surplus Property or any portion thereof, including without limitation, the condition and /or operation of the Surplus Property and each part thereof, provided, however, that the City Representatives shall not be released from any claim involving intentional and written misrepresentation or the direct damages arising from a breach by City of this Indemnity Agreement. HASLO hereby waives and agrees not to commence any action, legal proceeding, cause of action or suits in law or equity, of whatever kind or nature, including, but not limited to, a private right of action under the federal superfund laws, 42 U.S.C. Sections 9601 et seq. and California Health and Safety Code Sections 25300 et seq. (as such laws and statutes may be amended, supplemented or replaced from time to time), directly or indirectly, against the City Representatives or their;aaents in connection with the Claims described above. In connection with all of the foregoing provisions of this section 6. 1, HASLO expressly waives the provisions of Section 1542 of the California Civil Code which provides: 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 and all similar provisions or rules of law. HASLO elects to and does assume all risk for such Claims heretofore and hereafter arising, whether now known or unknown by HASLO: HASLO hereby agrees, represents and warrants that: (1) factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, unanticipated and unsuspected and (ii) the waivers and releases herein have been negotiated and agreed upon in light of that realization and that HASLO nevertheless hereby intends to release, discharge and acquit City from any such unknown Claims. Without limiting the foregoing, if HASLO has actual knowledge of (1) a default in any of the covenants, contracts or obligations to be performed by City under this Indemnity Agreement, (II) ally breach or inaccuracy in any representation of City made in this Indemnity Agreement, and /or (iii) any fact or other matter related to the Surplus Property, HASLO shall be conclusively deenled to have waived any such default, breach or inaccuracy and /or fact or matter, and shall have no Claim against City with respect thereto. City has given HASLO material concessions regarding this transaction in exchange for HASLO's release and all other assurances and agreements under this Section 6.1. City and HASLO have each initialed this Section to further indicate their awareness and acceptance of each and every provision hereof. The provisions of this Section shall survive the transfer of the Surplus Property to HASLO and shall not be deemed merged into any instrument or conveyance. ARTICLE VII. MISCELLANEOUS 7.1 Notices. All notices and other communications under this Indemnity Agreement shall be In writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered personally on the Party to whom notice is given, or if made by telecopy directed to the Party to whorl notice is to be given at the telecopy number Fisted below, or (b) on receipt, if mailed to the Party to whom notice is to be given by F -st class mail, registered or certified, return receipt requested, postage prepaid and properly addressed as follows: To City: City of San Luis Obispo 990 Palm Street San Luis Obispo, CA93401 -3249 Attention: City Manager Facsimile: (805) 781 -7109 with a copy to: City Attorney City of San Luis Obispo 990 Palm Street San Luis Obispo, CA93401 -3249 Facsimile: (805) 781 -7409 To: HASLO 487 Leff Street San Luis Obispo, CA93401 -3249 Attention: , Executive Director 72 Governing Law. This Indemnity Agreement shall be governed by and construed in accordance with the laws of the State of California. 7.3 Headings. The article and section headings in this Indemnity Agreement are for convenience only and shall not be used in its interpretation or considered part of this Indemnity Agreement. -7.4 Counterparts. This Indemnity Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 7.5 Effect of Indemnity Agreement. This instrument sets forth the entire agreement between the Parties concerning its subject matter. All negotiations relative to the matters contemplated by this Indemnity Agreement are merged herein and there are no other understandings or agreements relating to the matters and things herein set forth other than those incorporated this Indemnity Agreement. No provision of this Indemnity Agreement shall be altered, amended, revoked or waived except by an instrument in writing signed by the Party to be charged with such amendment, revocation or waiver. Subject to the provisions of Section 7.14, this Indemnity Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns. 7.6 Severability. if any clause or provision of this Indemnity Agreement is illegal. invalid or unenforceable under applicable present or future laws, then it is the intention of the Parties that the remainder of this Indemnity Agreement shall not be affected but shall remain in full force and effect. 7.7 Payment; Interest. All payment obligations of any Party hereunder shall be payable immediately upon demand. If not paid within sixty (60) days after demand, they shall bear interest at ten percent (10 %) per annum, unless otherwise specified herein. Where the specified interest rate exceeds the maximum rate allowed by law, the rate shall be deemed restated at the maxii»um legal rate. 7.8 Survival. Unless otherwise specified in this Indemnity Agreement, the Parties hereby acknowledge and agree that the rights and obligations of each Party under this Indemnity Agreement shall survive any transfer of title to any portion of the Surplus Property. 7.9 Independent Obligations. Each Party's obligations hereunder are independent of any or all of its other obligations to any other Party, and each Party may enforce any of its rights hereunder independently of any other right or remedy that it may at any time hold. 7.10 No Waiver. No failure or delay on the part of any Party in exercising any right, power or remedy may be, or may be deemed to be, a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude the further exercise thereof. Any change in the rights and remedies of the Parties shall be by written agreement, executed by each Party, it shall not arise by conduct or implication. 7.11 Attorney's Fees. If any dispute arises out of or pertains to this Indemnity Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs as the court may determine, regardless of whether the matter is tried to judgment. 7.14 Binding Nature. This Indemnity Agreement and the terms, covenants and conditions hereof shall be binding upon and inure to the benefit of the Parties, the City Representatives, and their respective successors and assigns. 7.15 Third Party Beneficiaries. The Parties hereby expressly acknowledge and agree that this Indemnity Agreement is made and entered into for the express protection and benefit of the Parties hereto, and those designated in this Indemnity Agreement and no other party or entity whatsoever is a third party beneficiary hereof. 7.16 . Jurisdiction. The Parties hereby expressly consent to, and will not contest, the exercise of jurisdiction by a competent court of the State of California. 7.17 Construction. Whenever the context requires, all terms used herein in the singular shall be construed in the plural and vice versa, and each gender shall include each other gender. 7.18 No Party Deemed Drafter: Each Party participated in the preparation of this Indemnity Agreement personally and with the benefit of counsel. If this Indemnity Agreement is ever construed by a court of law or equity, such court shall not construe this Indemnity Agreement or any provision hereof more harshly against any Party by virtue of its role as drafter. 7.19 Time is of the Essence. Each Party recognizes that time is of the essence in the performance of this Indemnity Agreement. • IN WITNESS WHEREOF, the Parties hereto have caused this Indemnity Agreement to be duly executed as of the date first above written. CITY OF SAN LUIS OBISPO HOUSING AUTHORITY OF THE CITY OF a California municipal corporation and charter city SAN LUIS OBISPO, In Kajie Lichtig Cil Manager Mg-me K° dy Gr es- City`C }oi k J APPROVED AS TO FORM: ristme Dietrick City Attorney a public agency, corporate and politic _. Chairman (All signatures must be notarized.) STATE OF CALIFORNIA } }ss COUNTY OF SAN LUIS OBISPO } On /L ��aZy /Z, before me Maeve Kennedy Grimes, City Clerk, personally appeared Katie Lichtig, City Manager, City Of San Luis Obispo, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under penaltrof.perjury under the laws of the State of California that the foregoing paragraph is, true 'and•borsect. Witnessih Baud- aad'offieial'seal,this L day of , 2012. Signature ; J ' 1Vlaeve'_Ke . s CCity Clerk; City of San Luis Obispo Per; Civil Co'de`.I 181 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of ;5oLy-\ Ellis X 510 On DG+ . 4 10-00- before me, :Rz) h fo 6ri o 1e , apfz 'K Date Here Insert Name and Title o he Officer \ personally appeared a V iA -F, -3cx> K e-Ir Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)(BWe subscribed to the within instrument and acknowledged to me that he sey executed the same in his authorized capacity(ies), and that by his signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ROZALYN JO GRIBBEN : rA Commission # 1874622 K I certify under PENALTY OF PERJURY under the . Notary Public - California D laws of the State of California that the foregoing San Luis Obispo County paragraph is true and correct. MY Comm. Expires Jan 8. 201141 WITNESS my hand and official seal. Signature: Place Notary Seal and/or Stamp Above Signature olffiotary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document. Title or Type of Document: Eh V l r61 Document Date: QC':. y ..9- -6 1.z Number of Pages: 7 , A _ , I r Signer(s) Other Than Named Above: + C I t Capacity(ies) Claimed by Signer(s) Signer's Name: IpA 0 –R, BooKe�Y ❑ Corporate Officer— Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator �I Other: 0 k8 %' Y- MC O Signer Is Representing: S. C�1 ii- isf=v►e�J DIc_i �, Signer's Name: ❑ Corporate Officer _ Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02008 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313 -2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll -Free 1- 800 - 876-6827 • • ExhibitA Legal .Description of Existinp_ HASLO.Property PARCEL A: (A.P.N.: 004 - 924 -012) LOTS 7, 8 AND 9 IN BLOCK 14 OF THE IMPERIAL ADDITION TO THE CITY OF SAN LUIS OBISPO, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED DECEMBER 21, 1891 IN BOOK A PAGE 128 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL B: (A.P.N.: PORTION OF 004 - 951 -015) LOTS 13 AND 14 IN BLOCK 6; AND ALL OF BLOCK 13, BOTH OF THE IMPERIAL ADDITION TO THE CITY OF SAN LUIS OBISPO, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED DECEMBER 21, 1891 IN BOOK A PAGE 128 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO ALL THAT PORTION OF BLOCK 16 OF THE IMPERIAL ADDITION TO THE CITY OF SAN LUIS OBISPO, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED DECEMBER 21, 1891 IN BOOK A PAGE 128 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHEASTERLY LINE OF FREDERICK AVENUE WITH THE SOUTHWESTERLY LINE OF THE PROPERTY CONVEYED TO THE SOUTHERN PACIFIC RAILROAD COMPANY BY DEED RECORDED JANUARY 26, 1926 IN BOOK 9 PAGE 412 OF OFFICIAL RECORDS; THENCE SOUTH 32 014'30" EAST ALONG THE SAID NORTHEASTERLY LINE TO ITS INTERSECTION WITH THE NORTHWESTERLY LINE OF KUANG SU AVENUE (NOW LAWRENCE DRIVE) EXTENDED NORTHEASTERLY; THENCE NORTHEASTERLY ALONG SAID EXTENSION OF KUANG SU AVENUE (NOW LAWRENCE DRIVE), 180.00 FEET, MORE OR LESS, TO THE WESTERLY LINE OF THE PROPERTY SO CONVEYED TO THE SOUTHERN PACIFIC RAILROAD COMPANY; THENCE NORTHWESTERLY ALONG SAID WESTERLY LINE TO THE POINT OF BEGINNING. PARCEL C: (A.P.N.: PORTION OF 004 - 951 -015) THAT PORTION OF ABANDONED FREDERICK AVENUE, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ABANDONED BY ORDER OF THE BOARD OF SUPERVISORS OF THE COUNTY OF SAN LUIS OBISPO, RECORDED JULY 20, 1939 IN BOOK 263 PAGE 33 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHWESTERLY LINE OF KUANG SU AVENUE (NOW LAWRENCE DRIVE) AND THE SOUTHWESTERLY LINE OF FREDERICK AVENUE; THENCE NORTHEASTERLY ALONG THE NORTHEASTERLY PROLONGATION OF SAID NORTHWESTERLY LINE OF KUANG SU AVENUE (NOW LAWRENCE DRIVE), TO THE NORTHEASTERLY LINE OF FREDERICK AVENUE; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE OF FREDERICK AVENUE, TO AN INTERSECTION WITH THE NORTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF HUMBERT AVENUE; THENCE SOUTHERLY ALONG A STRAIGHT LINE TO THE POINT OF INTERSECTION OF THE SOUTHEASTERLY LINE OF HUMBERT AVENUE WITH THE SOUTHWESTERLY LINE OF FREDERICK AVENUE; THENCE SOUTHEASTERLY ALONG SAID SOUTHWESTERLY LINE OF FREDERICK AVENUE TO THE POINT OF BEGINNING. PARCEL D: (A.P.N.: PORTION OF 004 - 951 -015) THAT PORTION OF ABANDONED VICTORIA AVENUE, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ABANDONED BY ORDER OF THE BOARD OF SUPERVISORS OF THE COUNTY OF SAN LUIS OBISPO, RECORDED JULY 20, 1939 IN BOOK 263 PAGE 33 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: (continued) 0 0 BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHWESTERLY LINE OF KUANG :SU AVENUE (NOW LAWRENCE DRIVE) WITH THE SOUTHWESTERLY LINE OF VICTORIA AVENUE; THENCE NORTHEASTERLY ALONG THE NORTHEASTERLY PROLONGATION OF SAID NORTHWESTERLY LINE OF KUANG SU AVENUE (NOW LAWRENCE DRIVE) TO THE NORTHEASTERLY LINE OF VICTORIA AVENUE; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE OF VICTORIA AVENUE TO THE SOUTHEASTERLY LINE OF HUMBERT AVENUE; THENCE SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE OF HUMBERT AVENUE PRODUCED ACROSS VICTORIA AVENUE, TO THE SOUTHWESTERLY LINE OF SAID VICTORIA AVENUE; THENCE SOUTHEASTERLY ALONG SAID SOUTHWESTERLY LINE OF VICTORIA. AVENUE TO THE POINT OF BEGINNING. End of description. Exhibit B Legal Description of Existing, City Property (A.P.N.: 004 - 951 -009) PARCEL 4 OF PARCEL MAP SLO -78 -154, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED FEBRUARY 5, 1981 IN BOOK 30, PAGE 20 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTYRECORDER OF SAID COUNTY. End of description. Exhibit C Citv Surplus Property BEING A PORTION OF PARCEL 4 OF PARCEL MAP NO. SLO -78 -154 IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA AS SHOWN ON MAP RECORDED IN BOOK 30 OF PARCEL MAPS, AT PAGE 20 IN THE OFFICE OF THE COUNTYRECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A REBAR AND PLASTIC CAP STAMPED L.S. 7318 AT THE INTERSECTION OF THE CENTERLINE OF FREDERICK AVENUE WITH THE NORTH RIGHT OF WAY LINE OF LAWRENCE DRIVE AS SHOWN ON RECORD OF SURVEY RECORDED IN BOOK 79 OF SURVEYS, AT PAGE 73 IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT ALSO BEING A POINT ON THE NORTH TRACT BOUNDARY OF TRACT NO. 2066 AS SHOWN ON AMENDING MAP RECORDED IN BOOK 16 OF MAPS, AT PAGE 85 IN THE OFFICE OF SAID COUNTYRECORDER THENCE, ALONG SAID NORTH RIGHT -OF -WAY LINE NORTH 59 °00'03" EAST 264.23 FEET TO A 3/4 INCH IRON PIPE WITH TAG STAMPED L.S. 5661 AT THE NORTHEAST TRACT CORNER OF SAID TRACT NO. 2066, ALSO BEING THE SOUTHEAST CORNER OF SAID PARCEL 4 AS SAID CORNER IS SHOWN ON SAID RECORD OF SURVEY MAP, AND SHOWN ON SAID TRACT MAP, AND SHOWN ON SAID PARCEL MAP. SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING, AND THE BEGINNING OF A CURVE, CONCAVE SOUTHWEST AND HAVING A RADIUS OF'551.07 FEET AND TO WHICH POINT A RADIAL BEARS NORTH 66 118'21" EAST; THENCE, NORTHWEST ALONG THE EAST LINE OF SAID PARCEL 4 THROUGH A CENTRAL ANGLE OF 11 004'31" 106.52 FEET TO A POINT TO WHICH A RADIAL BEARS NORTH 55 013'50" EAST; THENCE, LEAVING SAID EAST LINE NORTH 52 046'56" WEST 402.78 FEET TO THE NORTHEAST PROLONGATION OF THE NORTHWEST LINE OF LOT 7 IN BLOCK 14 OF THE IMPERIAL ADDITION TO THE CITY OF SAN LUIS OBISPO AS SHOWN ON MAP RECORDED IN BOOK A OF MAPS, AT PAGE 128 IN THE OFFICE OF SAID COUNTY RECORDER. SAID NORTHWEST LINE ALSO BEING COMMON TO LOT 6 IN SAID BLOCK 14; THENCE, ALONG SAID NORTHEAST PROLONGATION SOUTH 58 057'28" WEST 25.81 FEET TO A POINT ON THE WEST LINE OF SAID PARCEL 4 AS SHOWN ON SAID PARCEL MAP; THENCE, ALONG SAID WEST LINE, ALSO BEING THE WEST LINE OF THAT PARCEL OF LAND DESCRIBED IN DEED RECORDED IN BOOK 9 OF OFFICIAL RECORDS, AT PAGE 412 SOUTH 52 001'29" EAST 256.21 FEET TO THE BEGINNING OF A CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 491.07 FEET AND TO WHICH POINT A RADIAL BEARS NORTH 39 022'50" EAST; THENCE, SOUTH ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28 033'15" 244.73 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL 4, TO WHICH A RADIAL BEARS NORTH 67 056'05" EAST, AS SHOWN ON SAID PARCEL MAP AND SAID RECORD OF SURVEY MAP; THENCE ALONG THE SOUTH LINE OF SAID PARCEL 4, ALSO BEING THE NORTH LINE OF SAID TRACT NO. 2066, NORTH 59 000'03" EAST 57.52 FEET TO THE TRUE POINT OF BEGINNING. End of description. 0 � 0 Exhibit D HASLO Dedication BEING A PORTION OF BLOCK 16, OF THE IMPERIAL ADDITION TO THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA AS SHOWN ON MAP RECORDED IN BOOK A OF MAPS, AT PAGE 128 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND A PORTION OF FREDERICK AVENUE BETWEEN SAID BLOCK 16 AND BLOCK 14 OF SAID IMPERIAL ADDITION ABANDONED PER DOCUMENT NO. 7-0120655gI IN THE OFFICE OF SAID COUNTYRECORDER; BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A 1 -1/4 INCH IRON PIPE WITH A BRASS TAG STAMPED L.S. 3877 AT THE MOST EASTERLY CORNER OF LOT 7 IN BLOCK 14 OF SAID IMPERIAL ADDITION AS SHOWN ON RECORD OF SURVEY RECORDED IN BOOK 79 OF SURVEYS, AT PAGE 73 IN THE OFFICE OF SAID COUNTY RECORDER; THENCE, ALONG THE NORTHEAST LINE OF SAID LOT 7, ALSO BEING THE SOUTHWEST RIGHT OF WAY OF SAID FREDERICK AVENUE, NORTH 31 °02'59" WEST 279.75 FEET TO A 1 -1/4 INCH IRON PIPE WITH A BRASS TAG STAMPED L.S. 3877 AT THE NORTH CORNER OF LOT 6 IN SAID BLOCK 14, ALSO BEING THE MOST NORTHERLY BLOCK CORNER OF SAID BLOCK 14, AND BEING A POINT ON THE SOUTHERLY RIGHT OF WAY OF FRANCIS AVENUE AS SHOWN ON SAID RECORD OF SURVEY MAP; THENCE ALONG THE NORTHEAST PROLONGATION OF THE SAID SOUTHERLY RIGHT OF WAY LINE OF FRANCIS AVENUE NORTH 58 058'43" EAST 30.00 FEET TO IT'S INTERSECTION WITH THE CENTERLINE OF SAID FREDERICK AVENUE, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE, ALONG THE CENTERLINE OF SAID FREDERICK AVENUE SOUTH 31 °02'47" EAST 30.03 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 50.00 FEET, AND TO WHICH POINT A RADIAL BEARS SOUTH 05 047'14" WEST; THENCE, LEAVING SAID CENTERLINE, EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 57 026'44" 50.13 FEET TO THE END OF SAID CURVE, AND TO WHICH POINT A RADIAL BEARS SOUTH 51 039'30" EAST; THENCE, .SOUTH 52 001'29" EAST 110.38 FEET TO THE INTERSECTION THE NORTHEAST PROLONGATION OF THE NORTHWEST LINE OF SAID LOT 7, SAID NORTHWEST LINE ALSO BEING COMMON TO SAID LOT 6; THENCE, ALONG SAID NORTHEAST PROLONGATION NORTH 58 057'28" EAST S.36 FEET TO A POINT ON THE WESTERLY BOUNDARY LINE OF THAT PARCEL DESCRIBED IN DEED RECORDED IN BOOK 9 OF OFFICIAL RECORDS, AT PAGE 412 IN THE OFFICE OF SAID COUNTY RECORDER, AND SHOWN ON SAID RECORD OF SURVEY MAP; THENCE, ALONG SAID WESTERLY BOUNDARY LINE NORTH 52 001'29" WEST 174.43 FEET TO THE INTERSECTION OF SAID WESTERLY BOUNDARY WITH THE NORTHEAST RIGHT OF WAY LINE OF SAID FREDERICK AVENUE AS SHOWN ON SAID RECORD OF SURVEY MAP; THENCE, ALONG SAID NORTHEAST RIGHT OF WAY LINE SOUTH 31 00247" EAST 23.01 FEET TO THE INTERSECTION OF SAID NORTHEAST RIGHT OF WAY LINE WITH SAID NORTHEAST PROLONGATION OF SAID SOUTHERLY RIGHT OF WAY LINE OF SAID FRANCIS AVENUE; THENCE, ALONG SAID NORTHEAST PROLONGATION SOUTH 58 °58'43" WEST 30.00 FEET TO THE TRUE POINT OF BEGINNING. End of description. .L u, L I(L,` Exhibit E Conceptual Map FRANCIS A VENUE + ' V Iti + + + + + + + + +'' + + + + + + + j + + h f + ++ - - t T + -+ + �P. + + cy + C�� +� T �+ + + + - HU/V�BERT A VENUE + + + A — — t + + + + �_ + +- + + + + + + + +� + + + h + ++ + + + + + , + + + + + + � + + + + + + + + + + + + + + + + + + I- i- -h i h -h + h ` �'- + + + + + + + + i- + + +- +� + + + + + + h i -1 + + -} i- - +- i. + + + � + + + + i- + - h + + T - + + + + + + rr y + - 1A11 + + + + - + + r T I+ - + + + + + + + + + + + — + + + + — . + + -r T LAWRENCE DRIVE ul Ir n� U? END OF DOCUMENT