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Resolution Approving Sale of Business

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					                                                                                     OLD BUSINESS
                                                                               Agenda Item No.: 10f
                                                                                    CC Mtg. : 7/26/2005



DATE :            July 21, 2005

TO :              Mayor and City Council Members

FROM :            Neighborhood Services Department

SUBJECT:          RESOLUTION NO. 7638 - A RESOLUTION APPROVING AND
                  AUTHORIZING THE CITY MANAGER TO EXECUTE THE PURCHASE
                  AND SALE AGREEMENT FOR THE STRUCTURE COMMONLY
                  KNOWN AS EMMA'S PLACE LOCATED AT 101 READING STREET

BACKGROUND/ISSUE

As part of the land acquisition process for the construction of the Lake Natoma Crossing, the
City acquired the structure commonly referred to as "Emma's" and had the building moved to its
present location at 101 Reading Street. The building is located on a parcel for which the primary
use will be a park-and-ride lot for light rail users with approximately 72 spaces ; all spaces are
dedicated to the light rail use. Currently there is no on-site parking to serve any future use of the
building in its current location .

Because the structure is located at the highly visible terminus of the newest leg of the Regional
Transit Light Rail system that will be opening in October 2005, it is timely for the City Council
to discuss this issue and provide direction to staff regarding the future status of the building .

In April of this year the City Council solicited proposals for the re-use of the Emma's structure.
On May 10, 2005 the City Council selected a proposal from Robin Saia to re-locate the structure
to the site of the existing Sundance Montessori School at 216 Natoma Street . At that meeting, the
City Council directed staff to enter into exclusive negotiations with Robin Saia for the purchase
of Emma's.

PURCHASE AND SALE AGREEMENT

The City Attorney's Office, with input from staff, has prepared a Purchase and Sale Agreement
for the transfer of Emma's to Robin Saia . In addition to the standard provisions, the following
are the major terms of the proposed agreement:

       1 . The purchase price of the structure will be $1 .00 .
    2.    All proposed design modifications require Historic District Commission approval .
    3.    The City will pay the cost of relocation of the structure up to a $40,000 maximum .




                                                                                                 000001
         4. The City will pay the cost of remediation of the asbestos, lead paint and minor amounts
             of mold found at the structure up to a $30,000 maximum
         5 . The City will pay the-cost of the demolition of the added-on portions of the building up to
             a $10,000 maximum.
         6. The historic nature of the structure shall be maintained for a period of not less than
             ninety-nine (99) years. Failure to do so will subject the purchaser to liquidated damages
             in an amount of $100,000 .00. The purchaser may make alterations to the historic nature
             of the structure, subject to Historic District Commission approval .
         7. Once relocated, the structure must be open to the public not less than two (2) days per
             year, and a plaque will be installed at the site acknowledging the historic contribution of
             the building to the community.
         8 . All remodeling must be completed by the purchaser to the satisfaction of the Building
             Department within one (1) year of the date of the purchase and sale agreement.

     Staff and the purchaser have had ongoing discussions on the deal points for the proposed
     purchase and relocation. A draft purchase and sale agreement consistent with the deal points
     discussed was provided to the purchaser on July 15, 2005 . Following the presentation of the
     draft agreement to the purchaser, one substantive change was made to the agreement which was
     favorable to the purchaser. Specifically, and subject to Council approval, a provision was added
     that the City would pay for the cost (up to $10,000) of removal and demolition of parts of the
     structure that would not be retained.

     On the afternoon of Thursday July 21, 2005, staff received a number of written
     comments/proposed changes from the purchaser regarding the draft purchase and sale agreement.
     With the possible exception of a few points, the proposed changes are substantial and staff does
     not recommend that the changes be accepted . Staff is recommending approval of the purchase
     and sale agreement as presented in Attachment A and is seeking authorization for the City
     Manager to enter into the agreement in a form substantially in accordance with the agreement
     presented and approved as to form by the City Attorney . Staff is willing to continue to negotiate
     with the purchaser on minor language changes to the agreement, and the proposed approval
     would vest the City Manager with authorization to approve minor non-substantive modifications
     to the agreement. If this matter is approved by the Council, staff would continue to work with
     the purchaser regarding non-substantive modifications to the agreement in an attempt to finalize
     the agreement. If an agreement cannot be reached in accordance with the authority granted to
     the City Manager, the matter would be brought back to the City Council for further
     consideration.

     ESTIMATION OF RELOCATION COSTS

     Staff has solicited proposals for the relocation of the structure . Of the four bids solicited, only
     one responded to the proposal. According to the moving companies contacted, this time of year
     is the busiest due to the relocation of portable classroom facilities while schools are not in
     session. The estimate to move the structure was $38,000 . According to the moving contractor, in
     order to move the building, the added-on portions of the building need to be removed due to the
     poor quality construction and the overall size of the structure . Proposals of $7,000 and $10,000
     have been received to remove the additions prior to the relocation of the building.




000002
In addition, staff solicited proposals from four remediation specialists to remove the several
layers of lead-based paint (interior and exterior), asbestos and mold. Proposals of $23,000 and
$28,000 were received. With the abatement of the hazardous materials required prior to the
relocation of the structure, staff recommends that the City fund this portion of the project.
Accepting the low bids would bring the City's contribution total to approximately $68,000 . Staff
is still in the process of receiving proposals from contractors to perform the above-identified
work . To that end, staff is requesting that the City Council authorize the City Manager to
approve up to $80,000 to facilitate the partial demolition, remediation and relocation of the
structure via three separate contracts.

FINANCIAL IMPACT

Redevelopment monies from the General Activities fund could be used for the project.

ATTACHMENTS

Resolution No. 7638 - A Resolution approving and authorizing the City Manager to execute the
Purchase and Sale Agreement for the structure commonly known as Emma's Place located at
101 Reading Street

RECOMMENDATION

Staff recommends City Council adopt Resolution No. 7638 - A Resolution approving and
authorizing the City Manager to execute the Purchase and Sale Agreement for the structure
commonly known as Emma's Place located at 101 Reading Street .


Submitted,



 &40 $JJVVkV4
Amy F agans
Neighborhoo     ervices Director




                                                                                             000003
                      ATTACHMENT 1
          RESOLUTION NO. 7638 - A RESOLUTION APPROVING AND
           AUTHORIZING THE CITY MANAGER TO EXECUTE THE
         PURCHASE AND SALE AGREEMENT FOR THE STRUCTURE
           COMMONLY KNOWN AS EMMA'S PLACE LOCATED AT
                        101 READING STREET




000004
                    RESOLUTION NO. 7638
A RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO
EXECUTE THE PURCHASE AND SALE AGREEMENT FOR THE STRUCTURE
        COMMONLY KNOWN AS EMMA'S PLACE LOCATED AT
                    101 READING STREET

WHEREAS, on May 10, 2005, the City Council directed staff to work with the property
owner at 216 Natoma Street to define the terms of the attached Agreement; and

WHEREAS, the purpose of the Agreement is to ensure that the structure, commonly
knows as Emma's, is utilized for a use consistent with the structure's past ; and

WHEREAS, the Agreement will maintain access to the building by the public ; and

WHEREAS, the Agreement will allow efficient utilization of the park and ride lot for light
rail users; and

WHEREAS, on July 20, 2005, the Historic District Commission approved the Design
Review Application for the re-use of the Emma's structure at 216 Natoma Street ; and

WHEREAS, the proposed Agreement is attached and labeled Exhibit A.

NOW, THEREFORE BE IT RESOLVED THAT, THE FOLSOM CITY COUNCIL
DOES HEREBY APPROVE the Purchase and Sale Agreement for the structure
commonly known as Emma's Place, and Authorizes the City Manager to execute the
Agreement in a form acceptable to the City Attorney and in substantially the same form as
Exhibit A.

PASSED AND ADOPTED this 26th day of July 2005 by the following vote :

AYES :        Council Members:

NOES :        Council Members:

ABSENT :      Council Members :

ABSTAIN:      Council Members :


                                                            Stephen E. Miklos, MAYOR

ATTEST :



Christa Schmidt, City Clerk




                                                                                            000005
                                 PURCHASE AND SALE AGREEMENT

     This Purchase and Sale Agreement ("Agreement") is made and entered into effective this 26`h
     day of July, 2005 ("Effective Date") by and between the City of Folsom, a municipal corporation
     ("Seller" or "City") and Robin Saia-Rios, an individual ("Buyer") .

                                                 RECITALS

     A. Seller is the owner of that certain structure commonly known as "Emma's Place," which is a
        structure that is approximately 1782 square feet + ("Structure") which Structure is currently
        located at that certain parcel of real property known as 101 Reading Street, Folsom CA 95630,
        APN 070-0051-28 (the "Current Site") .

     B. A request for proposal was released by the City relating to the proposed relocation and/or
        rehabilitation of the Structure, and Buyer responded to the request with a proposal to purchase
        and relocate the Structure. The City Council of City selected Buyer's proposal, expressing the
        City's desire to preserve the historical integrity of the Structure, and authorized City staff to
        negotiate with Buyer for the sale and relocation of the Structure. This Agreement is entered
        into following those negotiations .

     C . Buyer agrees to purchase the Structure from Seller and to re-locate the Structure from the
         Current Site to that certain parcel of real property known as 216 Natoma Street, Folsom, CA
         95630, APN 070-0171-023 (the "Relocated Site"), subject to the terms and conditions of this
         Agreement. Seller agrees to sell the Structure to Buyer and permit Seller to relocate the
         Structure, subject to the terms and conditions of this Agreement.

     NOW THEREFORE, in consideration of the mutual covenants and promises of the Buyer and
     Seller contained herein and the receipt of other good and valuable consideration the receipt of
     which is hereby acknowledged, Buyer and Seller hereby agree as follows:

                                               AGREEMENT

     1.   Recitals . The above Recitals are true and correct and incorporated herein by reference.

     2.   Term . The term of this Agreement shall be 99 years from the Effective Date of the
          Agreement (the "Term").

     3.   Nature of the Structure/Title. The parties agree that for purposes of this Agreement the
          Structure shall be considered personal property and not real property. Other than this
          Agreement, there shall be no requirement to document the transfer of the Structure from
          Seller to Buyer by title, deed, or otherwise in order to finalize the transfer of the Structure.
          Nothing herein shall preclude the re-characterization of the Structure from personal
          property to real property for other purposes once the Structure has been relocated pursuant
          to this Agreement, including, but not limited to, re-characterization of the value of the
          Structure, and any real property to which the Structure becomes affixed, for determining
          the assessed value of any such property .


                                                       1

                                               EXHIBIT A
000006
4.   Purchase and Sale .

       4.1      Property. Seller agrees to sell and convey the Structure to Buyer, and Buyer
       agrees to purchase the Structure from Seller pursuant to the terms and conditions set forth
       in this Agreement.

      4.2    Purchase Price. The total purchase price for the Structure is One Dollar ($1 .00)
      ("Purchase Price") which shall be payable by Buyer to Seller on or before the Relocation
      Date (as defined below at paragraph 8) .

      4.3 .   Transfer of Ownership. Ownership of the Structure shall transfer from Seller to
      Buyer at the time the Structure arrives and is placed at the Relocated Site, regardless of
      whether the placement at the Relocated Site is permanent or temporary. As of the
      transfer of ownership, Buyer shall bear all risk of loss and/or damage to the Structure.

5.    Buyer's Submission of Building Plans to City . If not already done as of the Effective
      Date of this Agreement, no later than thirty (30) days after the Effective Date, Buyer shall
      submit to the City's Neighborhood Services Department completed building plans and
      any other documentation or information reasonably required and requested by the City to
      process the proposed approvals of the project (collectively the "Building Plans"). Upon
      receipt of completed Building Plans, the Community Development Department and/or
      other appropriate City department shall cause the project to be scheduled for
      consideration of approval before the Folsom Historic District Commission ("HDC").
      Buyer's failure to submit complete Building Plans, all to the reasonable satisfaction of the
      City, within thirty (30) days of the Effective Date shall constitute a material breach and
      default of this Agreement. City agrees that it will proceed with reasonable diligence in
      processing Building Plans submitted by Buyer.

6.    Design Review. The sale of the Structure is contingent upon design review approval by
      HDC ("Design Review Approval"). If HDC does not provide Design Review Approval
      within forty-five (45) days after submission of completed building plans to the City or
      such other date as extended by the HDC in its sole discretion, the City may, at its
      discretion, terminate this Agreement. Nothing herein shall limit or impair the discretion
      of the HDC in the approval, conditional approval, or disapproval of the proposed design .

7.    Property Review and Inspection . Buyer represents that Buyer has conducted an
      investigation and analysis of the Structure to Buyer's complete satisfaction, which
      investigation and analysis includes, but is not limited to, an investigation and analysis of:
      (i) this Agreement and any and all documents associated with this Agreement or the sale
      of the Structure; (ii) the physical condition of the Structure; (iii) the environmental
      condition of the Structure; (iv) the adequacy and availability of all necessary utilities; (v)
      such tests and inspections of the Structure as Buyer deems necessary or desirable ; (vi)
      zoning and any other governmental regulations affecting the use of the Structure; and
      (vii) any other matter pertaining to the Structure ("Condition of the Structure"). Buyer
      acknowledges and agrees that neither Seller nor any officials, officers, employees, agents
      or representatives of Seller, has made any representations or promises upon which the


                                                2


                                         EXHIBIT A
                                                                                                000007
          Buyer has relied concerning any Condition of the Structure, use of the Structure, status of
          title to the Structure or any other matter pertaining to the Structure except as herein is
          expressly set forth. Except as otherwise set forth herein, Buyer hereby approves of the
          condition of the Structure in an "as is" condition and fully and unconditionally accepts
          the condition of the Structure.

     8.   Transfer and Relocation of the Structure.

          8.1     Relocation Date . The transfer and relocation of the Structure to the Relocated Site
          shall occur no later than September 15, 2005 (the "Relocation Date), unless otherwise
          mutually agreed upon by the parties in writing. Buyer shall fully cooperate with City in
          the relocation of the Structure in order to meet this deadline .

          8.2     Demolition Expenses . Certain add ons to the Structure must be removed and
          demolished prior to the Structure's relocation, all as indicated in the Seller's proposal for
          relocation and submittals to the Historic District Commission. The Seller agrees to cause
          the add ons to be removed and demolished and to bear the cost of said removal and
          demolition up to a maximum of Ten Thousand Dollars ($10,000). Should the removal
          and demolition expenses exceed that amount, Buyer shall be responsible for the payment
          of all such removal and demolition expenses in excess of that amount.

          8.3     Relocation Expenses . Seller agrees to cause the Structure to be relocated to the
          Relocation Site and to bear the cost of relocation of the Structure to the Relocated Site up
          to a maximum of Forty Thousand Dollars ($40,000) . Should the relocation expenses
          exceed that amount, Buyer shall be responsible for the payment of all relocation expenses
          in excess of that amount.

          8.4.    Land Use Entitlements . It shall be Buyer's obligation and responsibility to obtain
          all necessary governmental permits and entitlements in order for Buyer to use the
          Structure for Buyer's intended use, including, but not limited to, building permits, and
          any permits required by government agencies other than the City . Buyer shall be
          obligated to comply with all federal, state, and local laws and ordinances relating to the
          intended use of the Structure, including, but not limited to, local building codes, zoning
          codes, and all other land use regulations.

          8 .5 .  Completion of Remodel . Buyer shall complete all remodeling and refurbishing of
          the Structure for Buyer's intended use as a school facility, in compliance with all
          applicable codes and laws, no later than one (1) year after the Effective Date of this
          Agreement.

     9.   Restrictions on Use of Structure.

          9.1 .   Historic Building . Although to the best of the parties' knowledge, the Structure is
          not currently listed or recognized as an historic site or resource on any federal, state, or
          local register, roster or list of historic sites or resources, the parties recognize and agree
          for purposes of this Agreement that the Structure has local historic value and


                                                    3


                                              EXHIBIT A
000008
       significance . Buyer acknowledges that a primary and motivating factor for City in
       selecting Buyer was Buyer's representation that Buyer intended to preserve the historic
       integrity of the exterior and interior of the Structure . Buyer, and Buyer's agents,
       successors, heirs, and assigns, shall maintain the Structure in substantially the same
       historic condition that it currently is in for the Term of this Agreement. Buyer may,
       however, make minor modifications to the Structure in order to make the Structure
       functionally compatible with Buyer's business needs for the Structure, so long as such
       modifications do not alter or impair the historic nature of the Structure. The parties agree
       that fixing actual damages for alteration of the historic nature of the building would be
       impracticable or extremely difficult to fix and, therefore, the parties agree that should
       Buyer or Buyer's agents, successors, heirs or assigns make, or allow to be made, any
       alterations substantially affecting the historic nature or character of the Structure, as
       determined by a court, arbitrator, or other tribunal having jurisdiction over the matter,
       within the ninety-nine (99) year Term of this Agreement, Buyer shall be liable to Seller in
       the amount of One Hundred Thousand Dollars ($100,000) as liquidated damages .
       Nothing herein shall preclude Buyer from seeking authorization to make alterations
       substantially affecting the historic nature of the Structure from the HDC . Buyer shall be
       entitled to obtain an advisory opinion from the HDC as to whether any proposed
       alterations would substantially alter the historic nature or character of the Structure,
       which opinion of the HDC shall be binding on the City .

       9.2.   Open to the Public . During the Term of this Agreement, the Structure shall be
       open to the public not less than two (2) days per year in a manner controlled by Buyer or
       Buyer's agents, heirs, successors in interest, or assigns.

       9.3.    Historic Plaque . Once relocated, Buyer shall place a plaque on the Structure
       acknowledging the historic contributions of the Structure. The plaque and its contents
       shall be approved by HDC.

       9.3 .   City May Record Agreement. In order to ensure compliance with the
       requirements of this Agreement, including the restrictions set forth in this paragraph 9
       and any sub-paragraphs, Seller may, but is not required to, record this Agreement, or any
       summary or memorandum thereof, with the Sacramento County Recorder. Buyer and/or
       Buyer's successors in interest shall cooperate with the City and provide Seller with any
       and all required information to effectuate the recording of this Agreement in the event
       Seller chooses to do so .

10 .   Damage and Destruction. In the event of damage or destruction of the Structure through
       no fault of the Buyer or the Buyer's agents prior to the Relocation Date, Buyer may, at
       Buyer's option, terminate the Agreement and receive a refund of any Purchase Price
       already paid .

11 .    Seller Covenants . Commencing on the Effective Date of this Agreement, Seller
       covenants the following :

       11 .1   Encumbrances . Seller shall not permit any liens, encumbrances, or easements to


                                                4


                                         EXHIBIT A
                                                                                              000009
            be placed on the Structure, other than those which might exist as of the Effective Date,
            nor shall Seller enter into any agreement regarding the sale, rental, management, repair,
            improvement, or any other matter affecting the Structure that would be binding on Buyer
            or the Structure prior to the Relocation Date without the prior written consent of Buyer.

            11 .2 Waste. Seller shall not permit any act of waste or act that would tend to diminish
            the value of the Structure for any reason, except that caused by act of God, natural
            disaster (or other situation beyond Seller's control), or ordinary wear and tear .

     12 .   Seller's Representations and Warranties . As a material inducement to the execution and
            delivery of this Agreement by Buyer and the performance by Buyer of its duties and
            obligations hereunder, Seller does hereby acknowledge and represent to Buyer that as of
            the Effective Date and as of the Relocation Date that, except as may be otherwise set
            forth herein :

            12.1    Compliance with Laws. Seller has not actually received any formal written notice
            of any violations or alleged violations of any legal requirement affecting the Structure.

            12.2 Liti gin. Seller has received no notice of and to the best of Seller's knowledge
            there is no pending or threatened litigation or governmental proceeding affecting the
            Structure or the validity or enforceability of this Agreement.

            12.3    Due Authorization. Seller has the legal power, right and authority to enter into
            this Agreement. The parties executing this Agreement on behalf of Seller, have full legal
            power, right and actual authority to execute, deliver and carry out the terms and
            provisions of this Agreement and each of the other agreements, instruments and
            documents herein required to be made or delivered by Seller pursuant hereto .

            12.4 Enforceability . This Agreement has been, and each and all of the other
            agreements, instruments and documents herein required to be made or delivered by Seller
            pursuant hereto have been, or on the Relocation Date will have been, executed by Seller
            or on behalf of Seller, and when so executed, are and shall be legal, valid, and binding
            obligations of Seller enforceable against Seller in accordance with their respective terms.

            12 .5 No Other Warranties . Other than those express representations and warranties
            contained in this Agreement, Seller makes no warranties or representations, express or
            implied, including, but not limited to, implied warranties of merchantability and fitness
            for a particular purpose.

     13.    Asbestos and Lead.

            13 .1   Disclosure . Seller hereby discloses to and provides Buyer with an asbestos and
            lead building inspection report, a true and correct copy of which is attached hereto as
            Exhibit A, and Buyer acknowledges that Buyer has read and understands the contents of
            the report and agrees to purchase the Structure from Seller notwithstanding the contents



                                                     5


                                              EXHIBIT A
0000010
       of the report .   Minor amounts of mold were also located at the structure which should be
       remediated .

       13 .2   Remediation Expense . Seller agrees to remediate the asbestos, lead and mold
       located at the Structure and bear the cost of such remediation up to a maximum of Thirty
       Thousand Dollars ($30,000) . Should the remediation expenses exceed that amount,
       Buyer shall be responsible for the payment of all remediation expenses in excess of that
       amount.

14 .   Buyer's Representations and Warranties . As a material inducement to the execution and
       delivery of this Agreement by Seller and the performance by Seller of its duties and
       obligations hereunder, Buyer hereby makes the following representations and warranties
       to Seller as of the Effective Date:

       14 .1   Due Diligence. Buyer has made its own independent investigation and analysis of
       the Condition of the Structure, condition of title of the Structure and any other matter
       pertaining to the Structure as more particularly set forth in paragraph 7 herein . Buyer is
       purchasing the Structure "as is" and, except as expressly set forth herein, Seller has no
       obligation whatsoever to expend any monies to remedy, repair or remove any Condition
       of the Structure or condition of title of the Structure.

       14.2 Due Authorization. Buyer has full power to execute, deliver, and carry out the
       terms and provisions of this Agreement and each of the other agreements, instruments
       and documents herein required to be made or delivered by Buyer pursuant hereto, and has
       taken all necessary action to authorize the execution, delivery and performance of this
       Agreement and such other agreements, instruments and documents . The individuals
       executing this Agreement and all other agreements, instruments and documents herein
       required to be made or delivered by Buyer pursuant hereto on behalf of Buyer are and
       shall be duly authorized to sign the same on Buyer's behalf and to bind Buyer thereto.

       14.3 Enforceability . This Agreement has been, and each and all of the other
       agreements, instruments and documents herein required to be made or delivered by Buyer
       pursuant hereto have been, or on the Relocation Date will have been, executed by Buyer
       or on behalf of Buyer, and when so executed, are and shall be legal, valid, and binding
       obligations of Buyer enforceable against Buyer in accordance with their respective terms.

15 .   Remedies . In the event of a material breach of this Agreement by either party, the non-
       breaching party may, at its option (a) terminate this Agreement; or (b) avail itself of any
       other rights and remedies available to the party at law or in equity. Nothing herein shall
       limit either parties' rights to seek any other remedy including, but not limited to, damages
       and/or equitable relief, in a court of competent jurisdiction .

16.    Brokers. Buyer represents that Buyer has neither engaged nor dealt with any agent,
       broker or finder in connection with the sale contemplated by this Agreement. In the
       event any agent, broker, or finder is found to be entitled to the payment of a commission



                                                 6


                                          EXHIBIT A
                                                                                             0000011
            or finder's fee Buyer shall be solely responsible for the payment of such commission or
            finder's fee.

     17 .   Hold Harmless . To the fullest extent permitted by law, Buyer shall defend, indemnify
            and hold harmless Seller from any claims, expenses, costs, or liabilities arising out of or
            in any way connected to Buyer's representations, warranties, covenants, or obligations
            under this Agreement, or a breach thereof, including, but not limited to, the relocation of
            the Structure, and any matters related to asbestos and/or lead, as identified in paragraph
            14 .

     18 .   Attorney Fees . If any party to this Agreement shall take any action to enforce this
            Agreement or for any relief against any other party, declaratory or otherwise, arising out
            of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and
            costs incurred in bringing such suit and/or enforcing any judgment granted therein, all of
            which shall be deemed to have accrued upon the commencement of such action and shall
            be paid by the losing party whether or not such action is prosecuted to judgment . Any
            judgment or order entered in such action shall contain a specific provision providing for
            the recovery of attorneys' fees and costs incurred in enforcing such judgment . For
            purposes of this Section, attorneys' fees shall include, without limitation, fees incurred in
            the following : (a) appeals or post judgment motions and collection actions; (b) contempt
            proceedings ; (c) garnishment, levy, and debtor and third party examinations ; (d)
            discovery; and (e) bankruptcy litigation. The provisions of this paragraph shall survive
            any termination of the Agreement as provided for herein .

     19.    Notices. All notices, requests, demands and other communications required to or
            permitted to be given under this Agreement shall be in writing and shall be conclusively
            deemed to have been duly given (a) when hand delivered to the other party; or (b) when
            received when sent by telex or facsimile at the address and number set forth below; or (c)
            three business days after the same have been deposited in a United States post office with
            certified mail return receipt requested, postage prepaid and addressed to the parties as set
            forth below; or (d) the next business day after same have been deposited with a national
            overnight delivery service reasonably approved by the parties (Federal Express, Golden
            State Couriers, and DHL WorldWide Express being deemed approved by the parties),
            postage prepaid, addressed to the parties as set forth below with next-business-day
            delivery guaranteed :

            TO BUYER:              Robin Saia-Rios
                                   216 Natoma Street
                                   Folsom, California 95630

            TO SELLER:             City of Folsom
                                   50 Natoma Street
                                   Folsom, California 95630
                                   Attention: Neighborhood Services Director
                                   Telephone: (916) 355-7262
                                   Facsimile :   (916) 353-1705


                                                      7


                                                 EXHIBIT A
0000012
       With a copy to:        City Manager

       and

       With copy to :         City Attorney

       A party may change or supplement the addresses given above, or designate additional
       addresses, for purposes of this paragraph 19 by giving the other parties written notice of
       the new address in the manner set forth above.

20.    Entire Agreement. This Agreement contains the entire agreement between the parties in
       connection with the transaction contemplated hereby and the subject matter hereof and
       this Agreement supersedes and replaces any and all prior and contemporaneous
       agreements, understandings and communications between the parties, whether oral or
       written, with regard to the subject matter hereof. This Agreement shall not be modified
       in any manner except by an instrument, in writing, executed by both parties .

21 .   Severability . If any term or provision of this Agreement shall, to any extent, be held
       invalid or unenforceable, the remainder of this Agreement shall not be affected .

22 .   Waivers. A waiver or breach of a covenant or provision in this Agreement shall not be
       deemed a waiver of any other covenant or provision in this Agreement and no waiver
       shall be valid unless in writing and executed by the waiving party. An extension of time
       for performance of any obligation or act shall not be deemed an extension of the time for
       performance of any other obligation or act.

23.    Construction. The section headings and captions of this Agreement are, and the
       arrangement of this instrument is, for the sole convenience of the parties to this
       Agreement. The section headings, captions, and arrangement of this instrument do not in
       any way affect, limit, amplify, or modify the terms and provisions of this Agreement. The
       singular form shall include plural, and vice versa. Unless otherwise indicated, all
       references to sections are to this Agreement . All exhibits referred to in this Agreement
       are attached to it and incorporated in it by this reference.

24.    Drafting . Buyer and Seller acknowledge and agree that this Agreement has been
       negotiated at arm's length, that each party has been represented by independent counsel
       and/or has had an opportunity to be represented and consult with independent counsel,
       that this Agreement is deemed to be drafted by both parties, that no one party shall be
       construed as the drafter of this Agreement, and that any rule of construction that
       ambiguities are to be construed against the drafter shall not apply in the interpretation or
       construction of this Agreement.

25 .   Counterparts . This Agreement may be executed in one or more counterparts . Each shall
       be deemed an original and all, taken together, shall constitute one and the same
       instrument .



                                                 8

                                         EXHIBIT A
                                                                                                 0000013
     26 .   Time of the Essence. Seller and Buyer hereby acknowledge and agree that time is strictly
            of the essence with respect to each and every term, condition, obligation and provision
            hereof, particularly, and without limitation of factors contributing to the need for timely
            compliance of this Agreement, in light of the proposed opening of light rail services on or
            about October 16, 2005 . The ability to relocate the Structure after the date of opening of
            light rail services would be severely limited.

     27 .   Successors . This Agreement shall inure to the benefit of and shall be binding upon the
            parties to this Agreement and their respective heirs, successors in interest, and assigns .
            This Agreement may only be assigned upon written approval of Seller, which approval
            will not be unreasonably withheld. Any purported assignment of this Agreement without
            the prior written approval of Seller shall be null and void. Upon any sale or transfer by
            the Buyer of the Structure or any real property to which the structure is affixed, the Buyer
            shall notify the purchaser and/or transferee of the restrictions imposed by this Agreement
            and shall provide the purchaser and/or transferee with a copy of this Agreement.

     28.    Governing Law. The parties acknowledge that this Agreement has been negotiated and
            entered into in the State of California, County of Sacramento . The parties agree that this
            Agreement shall be governed by, interpreted under, and construed and enforced in
            accordance with the laws of the State of California. Venue for any action or proceeding
            relating to or arising out of this Agreement shall be in the County of Sacramento .

     29.    No Third Party Beneficiary Rights . This Agreement is entered into for the sole benefit of
            Buyer and Seller. No other parties are intended to be direct or incidental beneficiaries of
            this Agreement and no third party shall have any right in, under or to this Agreement.

     30.    No Joint Venture, Partnership or Other Relationship Created. The relationship between
            Buyer and Seller is that solely of a seller and buyer and no joint venture, partnership or
            other relationship is created or implied by this Agreement.


                         [SIGNATURE PAGE IMMEDIATELY FOLLOWS]




                                                     9

                                              E XHI BIT A
0000014
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed .


Date :                                  City of Folsom, A Municipal Corporation
                                        ("SELLER")


                                        Martha Clark Lofgren, City Manager


Date :                                  Robin Saia-Rios
                                        An individual
                                        ("BUYER")

                                        By:
                                                Robin Saia-Rios



Approved As To Content:



Amy Feagans, Neighborhood Services Director             Date


Approved As To Form:



Bruce C . Cline, Interim City Attorney                  Date

Attests :




Christa Schmidt, City Clerk                             Date


NOTICE : SIGNATURE(S) MUST BE NOTARIZED.
A certificate of acknowledgment in accordance with the provisions of civil code section 1189 must be
attached for each person executing this agreement. California Civil Section provides, at part (b): "Any
certificate of acknowledgment taken in another place shall be sufficient in this state if it is taken in
accordance with the laws of the place where the acknowledgment is made ."




                                                   10


                                              EXHIBIT A
                                                                                                  0000015
                                                                                                            Page 1 of 2



    Darren Wilson

     From:         Rick McGrath [RMcgrath@GCWallace .Coml
     Sent:      Thursday, July 21, 2005 3:03 PM
     To:           Darren Wilson
     Subject : RE: Raley's - Onsite drive aisles

   ok


   Rick McGrath, Vice President

   GC Wallace of California
   916-286-7600
   916-286-7601 (fax)
   916-286-7605 direct

           -----Original Message-----
           From: Darren Wilson [mailto :dwilson@folsom .ca .us]
           Sent: Thursday, July 21, 2005 12:45 PM
           To: Rick McGrath
           Subject : RE: Raley's - Onsite drive aisles

           Rick:

           Yesterday, I met with the engineer for Lot A (project north of Raley's) and we determined that there will be
           a conflict with the proposed traffic signal pole (located on the northeast corner of the signalized
           intersection) and the right-turn decelation taper required for Lot A's entrance. Please coordinate with Kellie
           Butcher of REY (366-3040) to relocated the signal pole shown on the approved off-site plans for Raley's
           prepared by your firm . Our standard deceleration taper is 8'x 100'. If you have any questions, please feel
           free to contact me .

           Thank you,
           Darren

                    -----Original Message-----
                    From: Rick McGrath [mailto :RMcgrath@GCWa[lace .Com]
                    Sent: Thursday, July 21, 2005 9 :40 AM
                    To: Darren Wilson
                    Subject : RE: Raley's - Onsite drive aisles

                    Darren, Jim Bruce is bringing up a plat showing what we are proposing at 10:30 this morning,
                    hopefully you will be available for a quick overview .


                    Rick McGrath, Vice President

                    GC Wallace of California
                    916-286-7600
                    916-286-7601 (fax)
                    916-286-7605 direct

                           -----Original Message-----
                           From: Darren Wilson [mailto :dwilson@folsom .ca .us]


    WRYW05
0 0000
                                                                                                 Page 2 of 2


            Sent: Wednesday, July 20, 2005 5:32 PM
            To: Rick McGrath
            Subject : RE: Raley's - Onsite drive aisles

            In briefly looking at the plans, you may be able to reduce some of the sections . The heavier
            traffic would definitely use the drive aisles behind Raley's, in front of the gas station and at
            the traffic signal on East Natoma Street. The question is how will those heavier trucks be
            routed through the site to and from those obvious drive aisles? Why don't you prepare and
            submit a 40 or 50-scale drawing of the entire site showing the revised pavement sections and
            I will take a quick look at it. In the meantime, I will contact our construction inspector on this
            issue .

            -----Original Message-----
            From: Rick McGrath [mailto :RMcgrath@GCWallace .Com]
            Sent : Wednesday, July 20, 2005 11 :57 AM
            To : Darren Wilson
            Cc: Jim Bruce
            Subject : Raley's - Onsite drive aisles

                   Darren,

                  I believe we were very conservative in designating what drive aisles would be be used
                  for heavy traffic. Most of the onsite drive aisles are now designated to be used for
                  heavy traffic (T.I . = 8.0) . I think this should be reduced significantly. The pavement
                  section is 4" AC over 15" AB for a TI of 8 and 3"/ 10" for TI 6.0.

                   Since the owner will maintain all onsite pavement can we change this in the field and
                  do an as built, or do you want to see plan revisions?




                  Rick McGrath, Vice President

                  GC Wallace of California
                  916-286-7600
                  916-286-7601 (fax)
                  916-286-7605 direct




7/21/2005
                                                                                                   0000017
  Asbestos & Lead Building
  Inspection Report For:



                                        Vacant Dance Studio
                                           1300 Leidesdorf Street
                                            Folsom, California




                                                Presented To:

                                               Rod Miller

                                             City Of Folsom -
                                            HAZMAT Division
                                             50 Natoma Street
                                         Folsom, California 95630




                                                     By:

                                           Anthony M. De Arcos
                                       Certified Asbestos Consultant

                                     National Analytical Laboratories, Inc .
                                        11622 Fair Oaks Blvd. Suite 111
                                          Fair Oaks, California 95628
                                      (916) 965-0555 Fax: (916) 965-0549
                             E-Mail: NALI @NALl.com Web Page: www.NALI .com




0000018                                      EXHIBIT A
March 18, 2003




Rod Miller
City of Folsom
HAZMAT Division
50 Natoma Street
Folsom, California 95630

RE: Asbestos Inspection


Dear Mr. Miller:

This report is in regards to the asbestos building inspection completed at the Vacant Dance Studio located on
corners of River Way, Reading and Leidsdorf Streets, in Folsom, California. Of the eleven (11) suspected
asbestos containing samples collected one (1) was found to contain asbestos containing construction materials
(ACCM) . Of the eight (8) suspected lead containing samples collected five (5) were found to contain Lead
Containing Material (LCM) . Anthony M. De Arcos, Certified Asbestos Consultant (CAC) and Lead
Inspector/Assessor for NAL, conducted the inspection. The following is a report of our findings .

Rod Miller retained National Analytical Laboratories, Inc . (NAL) to collect suspect asbestos containing
samples from various areas at the site. The asbestos inspection was completed on March 12, 2003. The
inspection was completed according to the EPA's Asbestos Containing Building Materials (ACBM) In-
Schools Rule ; 40 CFR 763 .85 (Inspection and Re-Inspection) . Currently, EPA regulations classify ACBM as
materials containing more that 1-percent (1%) of asbestos . Cal-OSHA currently regulates asbestos to 1/10`h of
1 % (0. l %) and requires that a certified asbestos worker conduct this work.

The lead suspect samples were collected according to HUD Guidelines, the Environmental Protection Agency
and DHS regulate and require the abatement/in-place management of LCM hazards equal to or greater than
1 .0 milligram per square centimeter (1 .0 mg/cm 2) of lead or more than 0.5% lead by weight . In addition, the
following standards, as set by OSHA 29 CFR 1926.62, California Occupational Safety and Health Standard,
Title 8 (Cal/OSHA 8 CCR 1532 .1) level of 0.06% or 600 ppm's for lead containing material will be utilized.

KSL, Environmental Laboratories located in Jackson, California analyzed the suspect bulk samples utilizing
the Polarized Light Microscopy (PLM) Method . National Voluntary Laboratory Accreditation Program
(NVLAP #2004422-0) certifies KSL. In addition, KSL analyzed the suspect LCM samples utilizing the SW-
846-7420 Method.

Section I - Asbestos Building Inspection

Federal and state regulations require that anyone disturbing asbestos containing materials be properly trained
and have the required respiratory protection and medical surveillance.
Login #'s LCM-19949 & Asb-19950                        2



                                                                                                        0000019
 Vacant Dance Studio
 March 18, 2003
 Continued. . .

 The location and result of the sample discovered to contain ACCM is as follows:

     Sample ID#              Material                        Location                          Results
      Dance-5                 Texture             West Side, North Room, Center                  3%
                                                      Plywood Wall 140 sf)                    C   sotile

 The texture on the plywood is considered Friable-Hazardous Materials that when disturbed and/or removed
 must be disposed of at a regulated waste facility. NAL recommends that a certified asbestos abatement
 contractor be retained to remove the friable material prior to any scheduled demolition work being completed
 at the site. Prior to the work process starting a work plan or specifications in regards to the abatement process
 should be completed and distributed to the abatement contractors during the job walk at the site.

 On-Site Observation, conducted by NAL or an independent third party CAC should be completed to verify the
 work plan/specification are being adhered to during the abatement work. Upon completion of the abatement
 work air clearance sampling should be completed in order for the general contractor to reoccupy the work
 area(s) without concern for exposure to asbestos airborne fibers to their employees . Once a certified asbestos
 contractor has removed the ACCM, following EPA and OSHA requirements and air clearance sampling has
 been completed and cleared, the demolition work can be completed by the general contractor.

 The following samples were non-asbestos containing materials :

     Sample ID#              Material                      Location                           Results
      Dance - 1         Green-White Floor       Northwest Bathroom Area                    None Detected
                               Tile
      Dance - 2          Green Linoleum         South End, Center Hallway                  None Detected
      Dance - 3           Sheetrock Joint       West Side, South Room, East of             None Detected
                            Compound            Wall
      Dance - 4           Sheetrock Joint       West Side, North Room, South               None Detected
                            Compound            Wall
       Dance-6            Blue Linoleum         West Side, North Room, West                None Detected
                                                Side By Door
      Dance-7A            Green Linoleum        West Side, South Room, North               None Detected
                                                End, Center
      Dance-7B            Green Linoleum        West Side, South Room, North               None Detected
                               Mastic           End, Center
       Dance-8             Sheetrock Joint      East main Room, East Wall                  None Detected
                             Compound
       Dance-9           Built-Up Roofing       Dance Studio, Exterior Northwest           None Detected
                                                Portion of Building
      Dance-10            Roofing Mastic        Dance Studio, Exterior Northwest           None Detected
                                                Portion of Buildin




  Login #'s LCM-19949 & Asb-19950




0000020
Vacant Dance Studio
March 18, 2003
Continued. . .



Section II - Lead Building Inspection

The laboratory results are reported by weight percent, so when taking samples the paint must be removed
down to, but not including, the bare substrate . Inclusion of the substrate materials in the paint sample or not
removing all of the paint will dilute the clearance results . If the In-Place Management method is to be used,
prior to the repainting all areas of loose flakey paint must be removed until the remaining paint adheres
smoothly to the substrate . Once this task is completed, the surface area can be repainted without the
possibility of paint being dislodged and falling to the floor or ground areas. If the demolition of all surfaces is
to be completed all the debris and any loose flakey paint must be bagged or burrito wrapped prior to the
removal of the debris from the site.

The locations and results of the samples found to contain Lead Containing Material are as follows :

 Sample ID#       Material                      Location                                          Results
 Dance-2L         White-Tan Paint               West Side, North Room, North West                 0.005%
                                                Corner                                           B Wei ght
 Dance4L          White Paint                   West Side, Wood Work, Various Areas               0.095%
                                                                                                 By Weight
 Dance-5L         White-Pink-Green Paint        Interior Wood Work, East Side, Various            0.146%
                                                Areas                                            By Weight
 Dance-6L         White-Red-Blue Paint          Exterior Siding, South End                        8.493%
                                                                                                 By Weight
 Dance-7L         White-Red-Blue Paint          Exterior Siding, West Side, Center                4.848%
                                                                                                 By Weight
 Dance-8L         White-Yellow-Pink Paint       Exterior, West Side, North End                    4 .201%
                                                Addition                                         By Weight

Because the above materials were found to have LCM, all of the areas where the above paints will be
disturbed will require abatement, encapsulation, in-place management or preparation by a certified lead
worker. In addition, the General Contractor will be required to conduct a Negative Exposure Assessment
(NEA) on his employees conducting any of the demolition work

All the above painted surfaces of the Vacant Dance Studio where materials were found to contain levels
above the California Occupational Safety and Health Standard, Title 8 (CaUOSHA 8 CCR 1532.1) criteria of
0.06% or 600 ppm's for LCM shall require this work to be conducted by certified DHS lead workers. Where
isolated materials were found to contain levels below the 0.06% or 600 ppm the components are being
treated as Homogeneous. All the surfaces that are painted with that specific color will be treated as LCM
regardless of the level of LCM.

Even though the remaining painted surfaces inside the facility are below the prescribed OSHA level of 0.06%
or 600 ppm's OSHA stills treats this level as LCM. OSHA also requires that the General Contractor
completing the demolition work conduct a NEA on at least 25% of the employees conducting this work. The

General Contractor will be required to place a personal air monitor on his employee(s) during the demolition
work in order to verify that the worker(s) are not being exposed to LCM levels above the Permissible
Login #'s LCM-19949 & Asb-19950




                                                                                                            0000021
  Vacant Dance Studio
  March 18, 2003
  Continued . . .
  Exposure Limit (PEL) of 50 ug/m3. This process should be completed for at least 50% of the work process .
  Once the Negative Exposure Assessment has been established, the General Contractor can conduct the
  remaining work without any additional personnel air sampling being conducted .

  If at any time during the demolition work the NEA is higher than the Action Level (AL) of 25 ug/m3 and/or
  the PEL levels, then the General Contractor must stop the demolition work immediately to correct the
  problem. This process can be accomplished in one of the two following ways: (1) Place all personnel in
  respiratory and worker protection ; or (2) Have a Certified Lead Contractor complete the remaining work at
  the site.

  Once the demolition and removal of the LCM is completed by the abatement contractor, the Contractor will
  be required to determine if the waste is a lead hazard, a non-lead hazard or if the material will be treated as
  general construction debris by conducting a waste characterization test on the accumulated debris generated
  by the demolition work.

  To achieve this process the contractor must conduct a TTLC test on the waste, if the result is below 50 mg/kg
  then the waste can be treated as general construction debris. If the result is between 50 and 1,000 mg/kg then
  a STLC test must be conducted to determine if the waste is a lead hazard . If the result is below 5mg/L
  then the waste is treated as non-lead containing waste. If the result is above the 5-mg/L criteria then a TCLP
  must be conducted . If the result of the TCLP testing is below 349 mg/kg then the waste is treated as general
  construction debris, if the result is between 350 mg/kg and 1,000 mg/kg then the waste must be transported to
  a certified waste facility as non-regulated waste and if the result is above the 1,000 mg/kg the waste must be
  treated as lead hazardous materials .

  The following materials, in Table 2, were found to be below Lead Detection Limit for lead containing
  material ;

   Sample ID#          Material                  Location                                       Results
   Dance-1L            White-Tan Paint           Northwest, Bathroom Area, Hall                 <0.002%
                                                 Sheetrock Ceiling                             By Weight
   Dance-3L            White-Yellow-Blue-        Southwest Room, East Sheetrock                 <0.002%a
                       Pink Paint                Wall                                          B Weight

  If you have any questions regarding this report or if we can be of further assistance, please feel free to contact
  our office .

  Sincerely,




  Anthony M. De Arcos
  Certified Asbestos Consultant
  DOSH #92-0261
  Certified Lead Inspector/Assessor
  DOSH # 12406


  Login #'s LCM-19949 & Asb-19950




0000022

				
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