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HomeMy WebLinkAboutMINUTES - 08192008 - SD.5 % ` To: BOARD OF SUPERVISORS �-'`"' CONTRA FROM: MICHAEL J. LANGO, DIRECTOR OF GENERAL SERVICES ° COSTA DATE: AUGUST 19, 2008 COUNTY Sr' FOUN'Y SUBJECT: TRANSFER OF THE DANVILLE VETERANS MEMORIAL BUILDING AT 400 HARTZ AVENUE, DANVILLE TO THE TOWN OF DANVILLE (WH197J; CP # 08-37) SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMENDATION 1. APPROVE a Real Property Transfer Agreement between Contra Costa County and the Town of Danville, and a Grant Deed, for the transfer of the Danville Veterans Memorial Building located at 400 Hartz Avenue, Danville by the County to the Town of Danville, under terms and conditions more particularly set forth in the Transfer Agreement. 2. APPROVE a Consent Agreement by and among Contra Costa County, the Town of Danville, and the Board of Trustees of the Danville Veterans Memorial Building consenting to the transfer of the Danville Veterans Memorial Building from the County to the Town of Danville, under terms and conditions more particularly set forth in the Consent Agreement. 3. AUTHORIZE the General Services Director, or designee, to EXECUTE the Transfer Agreement and the Consent Agreement on behalf of the County. 4. AUTHORIZE the Chair, Board of Supervisors to EXECUTE the Grant Deed.on behalf of the County. 5. DETERMINE that the project is exempt from the California Environmental Quality Act (CEQA) as a General Rule of Applicability, Section 15061(b)(3), exemption. 6. DIRECT the Director of the Conservation and Development Department, or designee, to file a Notice of Exemption with the County Clerk, and DIRECT the Director of General Services, or designee, to arrange for the payment of the handling fees to the Conservation and Development Department, and to the County Clerk, for filing of the Notice of Exemption. FINANCIAL IMPACT Approval of the transfer will enable the County to avoid at least $600,000 in identified deferred maintenance expenses and approximately $100,000 per year in annual building occupancy expenses. In addition, the County will receive $200,000 from h wn of Danville. CONTINUED ON ATTACHMENT: X YES SIGNATUR COMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOAR COMMITTEE ;§�AF OTHER SIGNATURE(S): ACTION OF BOARD ON APPROVED AS RECO ENDED OT _ A Speakers: Karen Stepper, Veterans Memorial Building Development Commission of San Ramon; Tony Carnemolla, resident of.Alamo; Brian Mulry, Veterans Committee of the San Ramon Valley. VOTE OF SUPERVISORS T I, UNANIMOUS(ABSENT � 1 AYES: NOES: _ ABSENTS: ABSTAIN: MEDIA CONTACT:MICHAEL J. LANGO(313-7100) Originating Dept.:General Services Department cc: General Services Department I HEREBY CERTIFY THAT THIS ISA TRUE Real Estate Services Division "� AND CORRECT COPY OF AN ACTION TAKEN AND ENTERED ON THE M NUTES OF THE BOARD Accounting OF SUPERVISORS ON E DATE SHOWN. Auditor-Controller(via RES) Risk Management(via RES) ATTESTED JOHN E LERK OF THE BOARD OF SUPERVISORS AND NT ADMINISTRATOR BY DEPUTY G:\LeaseMgt\Board Ord ers\2008-08-19\72908DanvilleTransferB0 rev.doc DRA: Page 1 of 2 M382(10188) TRANSFER OF THE DANVILLE VETERANS MEMORIAL August 19, 2008 BUILDING AT 400 HARTZ AVENUE:, DANVILLE TO THE TOWN OF DANVILLE BACKGROUND This action represents successful collaboration and cooperation between Contra Costa County and the Town of Danville. The County has dedicated the use of eleven County-owned buildings throughout the county for use by various Veterans organizations. These buildings include the Danville Veterans Memorial Building located at: 400 Hartz Avenue in Danville. Once dedicated, the Military and Veterans Code provides.that the County has the obligation to provide and maintain those buildings for the Veterans' use. The County has leased the Danville Veterans Memorial Building to the Veterans since 1925. In 1983, the Veterans subleased the use of the building to the Town of Danville for $200 per month. In exchange, the Town took over the Veterans' maintenance responsibilities for the-building, and shared in the use of the building with the Veterans as a Town Senior Center, among other civic uses. The Town has spent over $90,000 per year maintaining the building. In addition, the County has spent an average of approximately $12,000 per year on various building costs over the past 10 years. Due to the lack of available funds over the years, the County has currently identified deferred maintenance of the building in excess of approximately $600,000. The Town of Danville desires to make a significant capital investment to renovate, replace, or renovate and expand the existing Danville Veterans Memorial Building, and to continue to share use of the building with the Veterans. To'.that end, on June 4, 2008, the Town. passed Town Council Resolution 67-2008, by which it approved the Town's 2008/09 — 2012/13 Capital Improvement Plan. That Capital Improvement Plan included Project No. A-510, "Veterans Memorial Hall Project," and appropriated $5,275,000 for the renovation or replacement of the Danville Veterans Memorial Building. The Town has committed to spending at least that amount on the project, and has also committed to work with the Veterans Memorial Building Development Committee of the San Ramon Valley to facilitate the Development Committee's efforts to raise an additional $3 million to fund the project. Before making its investment, the Town has requested #hat the County transfer title to the building to the Town. To help facilitate the Town's significant capital investment, and to provide for the continued support of the Veterans organizations in the San Ramon Valley area, County staff was directed to negotiate the terms of the transfer of the Danville Veterans Memorial.Building to the Town. The terms of the transfer include the Town's lump sum payment to the County of $200,000, the cost avoidance to the County of over $600,000 for current deferred .maintenance to the building, and future County maintenance responsibilities for the building, which are estimated to.be at least $100,000 per year. In addition, the Town of Danville has committed at least $5.275 million to renovate or replace the building, while continuing to provide for the primary use of the building by the Veterans in perpetuity. The Town's commitment to provide for the Veterans' primary use of the building in perpetuity has been included as a restriction to the Grant Deed transferring the property to.the Town. As required by the Military and Veterans Code, and to facilitate the Town's capital investment into the building, the Veterans have formally consented to the County's transfer of the Danville Veterans Memorial Building to the Town; and have released the County,from any obligation it may have under Military and Veterans Code to either provide or maintain the Danville Veterans Memorial Building, or any other substitute facility. The Veterans' consent is described in the Consent Agreement that is a part of this action. G:\LeaseMgt\Board Orders\2008-08-18\72908DanvilleTransferBOrev.doc Page 2 of 2 M382(10/88) DRAFT CONSENT AGREEMENT BY AND AMONG CONTRA COSTA COUNTY, THE TOWN OF DANVILLE, AND THE BOARD OF TRUSTEES FOR THE DANVILLE VETERANS MEMORIAL BUILDING REGARDING THE TRANSFER OF THE DANVILLE VETERANS MEMORIAL BUILDING FROM CONTRA COSTA COUNTY TO THE TOWN OF DANVILLE Effective August 19, 2008, this Consent Agreement ("Agreement") is entered into by and among Contra Costa County, a political subdivision of the State of California (hereinafter, "County"), the Town of Danville, a municipal corporation operating under the laws of the State of California ("Town"), and the Board of Trustees of the Danville Veterans Memorial Building, a veterans' association as defined in the Military and Veterans Code Section 1260 ("Veterans"). RECITALS A. County is the owner of approximately .29 acres of improved real property located at 400 Hartz Avenue in the Town of Danville in Contra Costa County, California, and described on Exhibit 'A," attached hereto and incorporated herein by reference. The real property contains a building ("Building") that is currently leased by the County to the Veterans. The real property described in Exhibit "A," including the Building and other improvements thereon, are collectively referred to herein as the "Property." The Property was dedicated for veterans' use in 1925. County currently leases the Building to the veterans pursuant to a lease that expires July 31, 2008. B. The Building has been subleased by the Veterans to the Town since October 25, 1983, for the Town's use of the Building as a Senior Center, and other civic uses. The Building is shared by the Veterans and the Town with the Town's use subordinated to the primary use of the Building as a Veterans facility. As DRA: 72908DanviIIeVetsConsentAgree(dean).doc 8/4/2008 3:08 PM ti DRAFT consideration under the current sublease agreement, the Town i) pays the Veterans the sum of Two Hundred Dollars ($200.00) per month, ii) pays all utilities and janitorial services to the Building and iii) :provides and pays for the majority of the maintenance to the Building. The Town represents that such maintenance costs are approximately $90,000 per year. C. The Town now desires to make a significant capital investment to either substantially renovate the existing Veterans building, or to provide- a new building on the site for the Veterans use, and other civic uses ("Project"). To that end, on June 4, 2008, the Town passed Town Council Resolution 67-2008, by which it approved the Town's 2008/09 = 2012/13 Capital Improvement Plan. That Capital Improvement Plan included Project No. A-510, "Veterans Memorial Hall Project," and appropriated Five Million Two Hundred Seventy-Five Thousand and No/100 Dollars ($5,275,000.00) for..the Project. D. Before making its investment, the Town has requested ownership of the Property. Government Code section 37461 authorizes cities to provide and maintain Veterans facilities. County and Town are negotiating the transfer of title to the Property to the Town pursuant to a Real .Property Transfer Agreement ("Transfer Agreement") between the County and the Town, and"provided that the Veterans consent to the transfer by this Agreement. DRA: 2 72908 Da nvi I IeVetsCon sentAg ree(clea n).doc 8/4/2008 3:08 PM S DRAFT AGREEMENT NOW THEREFORE, the parties agree as follows.- 1. ollows:1. If and when the Town acquires title to.the Property, the Town agrees to expend a minimum of Five Million Two Hundred Seventy-Five Thousand and No/100 Dollars ($5,275,000.00) to renovate, rebuild, or renovate and expand the Building on the Property. The Town also agrees to work cooperatively with the Veterans Memorial Building Development Committee of the San Ramon Valley to help the Development Committee raise an additional Three Million and No/100 Dollars ($3,000,000.00) to fund this Project. Town will begin construction on the Project no later than June 30, 2011, and will finish the Project within a reasonable time thereafter. The Town will- consult with the Veterans on the plans for the Project prior to implementing the plans. 2. The Veterans consent to the transfer of the Property to the Town and to the Town's ownership and operation of the Property as a veterans' facility. The Veterans and the Town agree that the primary purpose of the Property and the Building will be as a veterans' memorial hall, but that the Town may otherwise use the Property for civic uses, provided that such other civic uses are agreed to by the Veterans and are not inconsistent with and do not unduly interfere with the continued use of the Property by the Veterans. 3. The County currently leases the Property to the Veterans for the Veteran's general use of the Building ("County Lease"). The County Lease expired on July 31, 2008, and is currently being held over on a month-to-month basis. Provided the County and the Town enter into the Transfer Agreement, the parties agree that, in anticipation of this change of ownership, the County Lease will automatically terminate on July 31, 2008, or at the close of DRA: 3 72908 Da nvi I IeVetsCon sentAg ree(dean).doc 8/4/2008 3:08 PM DRAFT escrow on the transfer of the Property from the County to the Town, whichever shall last occur. This does not preclude the County from otherwise terminating County Lease as provided therein, or by if escrow does not close within a reasonable time after July 31, 2008, nor does it prevent the Veterans and the County from amending the County Lease if escrow does not close within a reasonable time after July 31, 2008, nor does it give the Town any rights under the County Lease, or to enforce the County Lease. 4. Before the County conveys title to the Property to the Town, the Town and the Veterans will execute both i) a mutually acceptable lease agreement ("Town's Lease") setting forth all terms and conditions related to the occupancy, use, maintenance, and operation of the existing Building that will take effect upon the termination of the County Lease described herein, and ii) a new "Joint Use and Maintenance Agreement" ("Building Use Agreement"), setting forth all terms and conditions.related to the occupancy, use, maintenance, and operation of the new or renovated building that will take effect upon the occupancy of the renovated or replaced Building. The effective date of the Town's Lease will be the date escrow closes. 5. Effective on the date the Town acquires title to the Property, the Veterans fully and finally release County from any obligation it may have under the Military and Veterans Code, or otherwise, to provide or maintain this veterans' facility or to provide a substitute facility. The parties understand and agree that Town is accepting the Property from the County in the Property's existing condition, "AS IS," with all faults. After the Town acquires title to the Property, the County will have no further obligations regarding the Property. Effective on the date the Town acquires title to the Property, the Town and the Veterans, and each DRA: 4 72908DanvilleVetsConsentAgree(clean).doc 8/4/2008 3:08 PM DRAFT of them, fully and finally release and discharge County and its employees, agents, attorneys, officers, divisions, related agencies and entities, affiliates, successors and assigns, from any and all claims, demands, causes of action, obligations, damages and liabilities, which they now have or could assert in any manner related to or arising from the condition of the Property., including the Building, the County's ownership of the Property, this Agreement or activities taken by the parties pursuant to this Agreement, the Town's acquisition of the Property, and the present or future use of the Property. 6. Nothing in this Agreement requires the. County to convey title to the Property to the Town, or the Town to accept title to the Property, or gives the Veterans any right or remedy under law or at equity to enforce any term or condition of the Transfer Agreement [This.Section Intentionally Left Blank] DRA: 5 72908DanviIIeVetsConsentAg ree(dean).doc 8/4/2008 3:08 PM DRAFT 7. SIGNATURES VETERANS COUNTY BOARD OF TRUSTEES FOR THE CONTRA COSTA COUNTY, a political DANVILLE MEMORIAL BUILDING, subdivision of the State of California a veterans association as.defined in Military and Veterans Code Section 1260 By _ By Tony Carnemolla Michael J. Lango, V. F. W. Post # 75 General Services Director By D. H. McCuskey RECOMMENDED FOR APPROVAL: V. F. W. Post # 75 MICHAEL J. LANGO, General Services Director By John Moore American Legion Post# 246 By Dick R. Awenius Real Estate Manager By Robert Chipley American Legion Post # 246 APPROVED AS TO FORM: SILVANO B. MARCHESI, County Counsel By Russ Gorman By American Legion Post # 246 . Sharon L. Anderson Chief Assistant County Counsel TOWN TOWN OF DANVILLE, a municipal corporation operating under the laws of the State of California By Joseph Calabrigo Town Manager APPROVED AS TO FORM: By Robert Ewing City Attorney ORA: 6 729080anvilleVetsConsentAg ree(cleah).doc 8/4/2008 3:08 PM r , Order No. 615-10544 UPDATE EXHIBIT "A" .LEGAL DESCRIPTION THE LAND DESCRIBED HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, CITY OF DANVILLE, AND IS DESCRIBED AS FOLLOWS: LOTS 10, 11 AND 12 IN BLOCK 2 OF THE HARTZ ADDITION TO THE TOWN OF DANVILLE, MAP ENTITLED, "MAP OF DANVILLE." FILED ON THE 12TH DAY OF AUGUST 1891 IN MAP BOOK C, PAGE 471/2, IN THE OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA, STATE OF CALIFORNIA. A.P.N. 208-022-016 ?RE.LEGAL CLTA Preliminary Report DRAFT Parcel Number: 208-022-016-9 Grantee: Town of Danville Project Name: Transfer of Danville Veterans Memorial Building Address: 510 La Gonda Way Project Number: WH197J Danville, CA 94526-1740 REAL PROPERTY TRANSFER AGREEMENT BETWEEN CONTRA COSTA COUNTY AND THE TOWN OF DANVILLE, CALIFORNIA This agreement ("Agreement") is entered into by and between Contra Costa County, a political subdivision of the State of California ("County"), and the Town of Danville, California, a municipal corporation operating under the laws of the State of California, ("Town"). RECITALS A. County is the .owner of approximately .29 acres of improved real property located at 400 Hartz Avenue in the Town of Danville in Contra Costa County, California, and described on Exhibit 'A attached hereto and incorporated herein by reference. The real property contains a building ("Building") that is currently leased by the County to the Board of Trustees of the Danville Veterans Memorial Building, a Veterans Association as defined in the Military and Veterans Code, Section 1260 ("DVA"). The real property: described in Exhibit "A," including the Building and other improvements thereon, are collectively referred to herein as the "Property." The Property was dedicated for veterans' use in 1925. B. The Building has been subleased by the DVA to the Town since October 25, 1983, for the Town's use of the Building as a Senior Center, and other civic uses. The Building is shared by the DVA and the Town.with the Town's use subordinate to the primary use of the Building as a Veterans facility. As.consideration under the current sublease agreement, the Town i) pays the DVA the sum of $200.00 per month, ii) pays all utilities and janitorial to the Building and iii) provides and pays for the majority of the maintenance to the Building. The Town represents that maintenance costs are approximately $90,000 per year. DRA: 1 F:\VETERANS BUILDINGS\DANVILLE\72908 DanVetsBIdg PurchSaleAgree(dean).doc 8/4/2008 3:10 PM DRAFT C. The Town now desires to make a significant capital investment to either substantially renovate, replace, or renovate and expand the existing Veterans building on the site for the Veterans' use, and other incidental civic uses ("Project"). To that end, on June 4, 2008, the Town passed Town Council Resolution 67-2008, by which it approved the Town's 2008/09 — 2012/13 Capital Improvement Plan. That Capital Improvement Plan included Project No. A-510, "Veterans Memorial Hall Project," and appropriated Five Million Two Hundred Seventy-Five Thousand and No/100 Dollars ($5,275,000.00) for the Project. As a material inducement to the County to enter into this agreement, the Town has stated that it will spend at least that amount on the Project. D. Before making its investment, the Town has requested title to the Building. Government Code section 37461 authorizes cities to provide and maintain Veterans facilities. County has agreed to transfer title to the Property to the Town subject to several specific conditions further described in this Agreement, including the Town's commitment to provide for the Veterans' primary use of the Building in perpetuity. E. The Town has committed to work cooperatively with the Veterans Memorial Building Development Committee of the San Ramon Valley to facilitate the Development Committee's efforts to raise an additional Three Million and No/100 Dollars ($3,000,000.00) to fund the Project. The purpose of this Agreement is to transfer the County's rights and obligations regarding the veterans facility to the Town, and to establish certain ongoing obligations of the Town regarding the facility, which together shall be referred to herein as the "Transfer". AGREEMENT NOW THEREFORE, in consideration of,the agreements herein contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows: DRA: 2 F:\VETERANS BUILDINGS\DANVILLE\72908 DanVetsBIdg PurchSaleAgree(dean).doc 8/4/2008 3:10 PM DRAFT 1. Effective Date. It. is understood that this Agreement is subject to approval by the County's Board of Supervisors ("Board"), and shall be effective on the date approved by the Board ("Effective Date"). 2. Purchase and Sale. Subject to the terms and conditions in this Agreement, County agrees to convey and Town agrees to accept the Property. 3. Consideration. The consideration for the transfer of the Property by County to the Town shall be the specific performance of the following conditions by Town: 3.1 The Town. shall operate and maintain the Danville Veterans Memorial Building for continued primary use by veterans groups as a Veterans memorial hall or meeting place pursuant. to all requirements of the Government Code and the Military and Veterans Code, in perpetuity. 3.2 Prior to the Close of Escrow, the Town will pay the County the sum of Two Hundred Thousand and No/100 Dollars ($200,000.00). 3.3 As partial consideration for this Agreement, Town hereby releases and discharges: County and its employees, agents, attorneys, officers, divisions, related agencies and entities, affiliates, successors and assigns, from any and all claims, .demands, causes of action, obligations, damages and liabilities, which Town now. has or could assert in any manner related to or arising from the condition of the Property, including the Building, the presence of any hazardous substance in or around.the Property„ the County's ownership of the Property, this Agreement or activities taken by the parties pursuant to this Agreement, the Town's acquisition of the Property, and the present or future use of the Property. Town knowingly waives the right to make any claim against the County for such damages and expressly waives all rights provided by section 1542 of the California Civil Code, which provides as follows: DRA: 3 FAVETERANS BUILDINGSTANVILLEW2908 DanVetsBIdg PurchSaleAgree(dean).doc 8/4/2008 3:10 PM DRAFT "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." In addition, to the fullest extent not prohibited by applicable law, Town shall defend, indemnify, protect, save, and hold harmless the County its employees, agents, attorneys, officers, divisions, related agencies and entities, affiliates, successors and assigns (collectively and individually, the "Indemnitees") from any and all claims, cost, loss, liability, expense, damage (including consequential damages) or other injury, claim, action or proceeding. (including without limitation, attorneys fees and expenses, and investigation, clean-up, remediation, removal or restoration costs) arising out of or connected with this Agreement or activities taken by the parties pursuant to this Agreement, or relating to the Property, including but not limited to the condition of the Property, including the Building, or the presence of any hazardous substance in or around the Property, the Town's acquisition of the Property, and the present or future use of the Property. If requested by Indemnitees, Town will defend any such suits at its sole cost and expense, with counsel approved by Indemnitees. Town's obligations under this Section shall exist regardless of concurrent negligence or willful misconduct on the part of Indemnitees or any other person; provided, however, that Town shall not be liable for any judgment to the extent a court determines the liability is attributable to the sole negligence or sole willful misconduct of the County. This release and indemnification clause shall survive the termination or expiration of this Agreement. DRA: 4 FAVETERANS BUILDINGSOANVILLEV2908 DanVetsBIdg PurchSaleAgree(dean).doc 8/4/2008 3:10 PM DRAFT The Town and County specifically agree that, in the event the Town fails to meet any of the requirements identified in Subsections 3.1 through 3.3 above, then the County, its heirs, successors, or assigns shall have all rights and remedies in law or at equity, including but not limited to the right to reenter and terminate the estate granted. Upon exercise of the right to reenter, the estate granted will terminate and revert to County. 4. Town's Obligations to Veterans. Prior to the Close of Escrow, the Town and the DVA will execute both i) a mutually acceptable lease agreement ("Town/Veterans Lease"), setting forth all terms and conditions related to the occupancy, use, maintenance, and operation of the existing Building, and ii) a new "Joint Use and Maintenance Agreement" ("Building Use Agreement"), setting forth all terms and conditions related to the occupancy, use, maintenance, and operation of the new or renovated building, and will deposit both the Town/Veterans Lease and the Building Use Agreement into Escrow. Both the Town/Veterans Lease and the Building Use Agreement will be executed prior to the Close of Escrow, with the Town/Veterans Lease to become effective on the date Escrow closes, and the Building Use Agreement to take effect upon the occupancy of the newly renovated or replaced Building. Town acknowledges County's lease ("County Lease") with the DVA for the DVA's general use of the Building and that the Lease expires on July 31, 2008. Effective July 31, 2008, under the terms of the Consent Agreement By and Among Contra Costa County, the Town of Danville, and the Board of Trustees of the Danville Veterans Memorial Building Regarding the Transfer of the Danville Veterans Memorial. Building From Contra Costa County to the Town of Danville ("Consent Agreement"), which Consent Agreement is attached hereto and made a part hereof as Exhibit "B," the County Lease will continue the County Lease on a month-to-month basis until Escrow closes and the Town/Veterans Lease is in effect. The County Lease will terminate automatically at the Close of Escrow, and the County Lease shall then be of no further force or effect. DRA: 5 F:\VETERANS BUILDINGS\DANVILLE\72908 DanVetsBIdg PurchSaleAgree(dean).doc 8/4/2008 3:10 PM DRAFT 5. Deed Restrictions. County will convey title to the Property to Town by grant deed ("Grant Deed") subject to i) all covenants, conditions or restrictions, whether recorded or unrecorded, and ii) the power of termination described in this Section. The Property is being conveyed to Town for primary use as a veterans memorial hall .and meeting. place under Government Code section 37461 for the use by and benefit of one or :more veterans' associations in perpetuity. This restriction is not intended to prohibit joint use of the Property by' the veterans and Town for compatible municipal uses, provided that such municipal uses: (1) do not interfere with the primary use of the Property for veterans purposes; and (2) are consented to in writing by the DVA, or its successor organization. Should Town convey or attempt to convey,the Property or cease.to use the Property primarily as a veterans memorial hall and meeting place, then County shall have the right to revoke this grant and to reenter and repossess the property under Civil Code section 885.010 et seq., or successor law or legislation. This power of termination held by the County will exist in perpetuity and will not expire. It may be exercised by County at any time following breach of this condition. 6. Failure to Continue the Project. As stated herein,.Town has committed to spend at least $5,275,000. to complete the Project, and has agreed to pay the County the sum of $200,000 (which shall be a part of the $5,275,000 amount) in exchange for County transferring title to the Property to Town, subject to the terms and conditions of this Agreement. In the event that the Town has not commenced construction of the Project within three (3) after the Close of Escrow, County and Town agree that Town shall have the. right to decide not to do the Project, subject to the following conditions: 6.1 Town shall provide County with a clear deed to the Property, thereby transferring title to the Property back to County; 6.2 Town shall have maintained the Property, including the Building, in a 'condition as good or better than that existing at the execution of this . Agreement, .less normal wear and tear, and if the Property had not been DRA: 6 F:\VETERANS BUILDINGS\DANVILLE\72908 DanVetsBldg PurchSaleAgree(dean).doc 8/4/2008 3:10 PM -DRAFT maintained to that condition, Town shall expend any sum necessary to return the building to that condition, each as mutually agreed by the parties; 6.3 County shall pay the Town the amount of Two Hundred Thousand and No/100 Dollars ($200,000.00), upon the Town's completion of the above conditions. In the event that Town has not commenced construction of the Project within three (3) years after the Close of Escrow, County shall have the right to terminate this Agreement for Town's non-performance, and upon County's exercise of such right, Town shall return the Property to County subject to the conditions described in Subsections 6.1 through 6.3 above. 7. Conditions to County's Performance. The County's obligation to perform under this Agreement is subject to the following conditions: 7.1 The execution of the Consent Agreement by the DVA, the Town, and the County. 7.2 Town's representations and warranties in this Agreement being correct as of the date of this Agreement, and as of the Close of Escrow. 7.3 Town's performance of all obligations under this Agreement. 7.4 The Close of Escrow must occur no later than June 30, 2009. If County determines that any of these conditions have not been met, County shall have the right to terminate this Agreement by delivering written notice to Town and, if applicable, to the Escrow agent. 8. Escrow. Town understands and agrees that County has established Order No. 615- 10544 ("Escrow") with Placer Title Company, 1981 N. Broadway, #100, Walnut DRA: 7 F:\VETERANS BUILDINGS\DANVILLE\72908 DanVetsBIdg PurchSaleAgree(dean).doc 8/4/2008 3:10 PM DRAFT Creek, CA 94596 (`title Company"). County and Town shall each prepare and file escrow instructions as necessary with the Title Company in accordance with this Agreement. 8.1 Fees and Title Insurance. The Town shall pay all escrow and recording fees incurred in this transaction and, if title insurance is desired by the Town, the premium charged therefor. 8.2 County's Deposit into Escrow. Prior to the Close of Escrow, County will deliver into Escrow with the Title Company a Grant Deed, in recordable form and properly executed on behalf of County, in a form approved by County and Town, conveying the Property to Town in feesimple absolute, subject to the Deed restrictions described in Section 5. Deed Restrictions of this Agreement. 8.3 Town's Deposit into Escrow. Prior to the Close of Escrow, the Town shall deposit the sum of Two Hundred Thousand and No/100 Dollars ($200,000.00) ("Cash Payment") into Escrow, and both a fully executed Town/Veterans Lease, and a Building Use Agreement with the DVA. 8.4 Close of Escrow. Escrow shall close upon the conveyance of the Property to the Town ("Close of Escrow"). On the closing date, the Title Company shall close Escrow as follows: A. Record the Grant Deed, marked for return to the Town, care of its Town Manager, which shall be deemed delivery to the Town, and send a conforming copy to County, care of its Real Estate Manager; B. Provide an executed copy of both the Town/Veterans Lease and the Building Use Agreement to the DVA and to the Town, with a copy sent to County, care of its Real Estate Manager; C. Provide County with a check in the amount of $200,000 made payable to Contra Costa County; DRA: 8 F:IVETERANS BUILDINGS\DANVILLEV2908 DanVetsBIdg PurchSaleAgree(clean).doc 8/4/2008 3:10 PM DRAFT D. Issue the Title Policy, if requested to do so by the Town; E. Prorate taxies, assessments, and other charges, if any; and F. Prepare and deliver to the County and to the Town one signed copy each of the Title Company's closing statement showing all receipts and disbursements of the Escrow. If the Title. Company is unable to simultaneously perform all of the instructions set forth above, the Title Company shall notify the County and the Town, and retain all funds and documents pending receipt of further instructions from the County and the Town. 9. "AS IS" Condition of Prope County hereby conveys the Property to Town, and. Town hereby accepts the Property from County, at its own risk and in the Property's existing condition, "AS IS," with all faults. County has no obligation to improve, alter, secure, or make safe the Property for purposes of the proposed activities under this Agreement, or to correct any hazardous,unsafe, or other conditions existing on any portion of the Property. County has no liability or obligation to Town, for any injury to persons or damage to property arising out of or in connection with Town's acquisition or use of the Property. 10. Survival. All of the terms, provisions, representations, warranties, and covenants of the parties under this Agreement shall survive the assignment, expiration, or termination of this Agreement, and shall not merge in the Grant Deed or other documents following the delivery and recordation of the Grant Deed or other documents. 11. Assignment and Successors. This Agreement shall inure to the benefit of and shall be binding upon the parties to this Agreement and their respective heirs, successors, and assigns. DRA: 9 FAVETERANS BUILDINGS\DANVILLE\72908 DanVetsBIdg PurchSaleAgree(dean).doc 8/4/2008 3:10 PM DRAFT 12. Notices. All notices (including requests, demands, approvals or other communications) under this Agreement, shall be in writing. The place for delivery of all notices given.under this Agreement shall be as follows: Town: Town of Danville 510 La Gonda Way Danville, CA 94526-1740 Attn: Town Manager Telephone: 925/314-3388 County: Contra Costa County Real Estate Services Division 1220 Morello Ave., Ste. 100 Martinez, CA 94553 Attn: Real Estate Manager Telephone: 925/313-7250 or to such other addresses as County or Town may respectively designate by written notice to the other. 13. Entire Agreement. The parties have herein set forth the whole of their agreement. 14. 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. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared it. The parties to this Agreement, and their respective counsels, have read and reviewed this Agreement, and agree that any rule of construction to the effect .that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement. The Recitals are and shall be enforceable as a part of this Agreement. Nothing in this Agreement is intended nor shall it be construed to create rights inuring to the benefits of third parties. 15. Further Assurances. Whenever requested to do so by the other party, each party shall execute, acknowledge, and deliver all further conveyances, assignments, DRA: 10 FAVETERANS BUILDINGSTANVILLEV2908 DanVetsBIdg PurchSaleAgree(clean).doc 8/4/2008 3:10 PM DRAFT confirmations, satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents, and all further instruments and documents as may be necessary, expedient., or proper in order to complete all conveyances, transfers, sales, and assignments under this Agreement, and do all other acts, and to execute, acknowledge, and deliver all documents as requested in order to carry out the intent and purpose of this Agreement. 16. Waiver. A waiver or breach of any 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. 17. 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. [This Section Intentionally Left Blank] DRA: 11 FAVETERANS BUILDINGSTANVILL•EV2908 DanVetsBIdg PurchSaleAgree(dean).doc 8/4/2008 3:10 PM DRAFT 18. Governing Law and Venue. This Agreement shall be governed and construed in accordance with California law. The venue of any litigation pertaining to this Agreement shall be.Contra Costa County, California. 19. SIGNATURES COUNTY TOWN CONTRA COSTA COUNTY, a political TOWN OF DANVILLE, a municipal subdivision of the State. of California corporation operating under the laws of the State of California By By Michael J. Lango Joseph Calabrigo General Services Director Town Manager Date: _ Date: (Date of Board Approval) RECOMMENDED FOR APPROVAL: APPROVED AS TO FORM: MICHAEL J. LANGO, General Services Director By _ By Dick R. Awenius Robert Ewing Real Estate Manager City Attorney Date: APPROVED AS TO FORM. SILVANO B. MARCHESI, County Counsel By Sharon L. Anderson Chief Assistant County Counsel NO OBLIGATION OTHER THAN THOSE SET FORTH HEREIN WILL BE RECOGNIZED Exhibit "A" - Legal Description Exhibit "B" — Consent Agreement DRA: 12 F:\VETERANS BUILDINGS\DANVILLE\72908 DanVetsBldg PurchSaleAgree(clean).doc 8/4/2008 3:10 PM Order No. 615-10544 UPDATE EXHIBIT "A" LEGAL DESCRIPTION THE LAND DESCRIBED HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, CITY OF DANVILLE, AND IS DESCRIBED AS FOLLOWS: LOTS 10, 11 AND 12 IN BLOCK 2 OF THE HARTZ ADDITION TO THE TOWN OF DANVILLE, MAP ENTITLED, "MAP OF DANVILLE." FILED ON THE 12TH DAY OF AUGUST 1891 IN MAP BOOK C, PAGE 471/2, IN THE OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA, STATE OF CALIFORNIA. A.P.N. 208-022-016 ?EE.LEGU CLTA Preliminary Report 'DRAFT CONSENT AGREEMENT BY AND AMONG CONTRA COSTA COUNTY, THE TOWN OF DANVILLE, AND.THE BOARD OF TRUSTEES FOR THE DANVILLE VETERANS MEMORIAL BUILDING REGARDING THE TRANSFER OF THE DANVILLE VETERANS MEMORIAL BUILDING FROM CONTRA COSTA COUNTY TO THE TOWN OF DANVILLE Effective August 19, 2008, this Consent Agreement ("Agreement") is entered into by and among Contra Costa County, a political subdivision of the State of California (hereinafter, "County"), the Town of Danville, a municipal corporation operating under the laws of the State of California ("Town"), and the Board of Trustees of the Danville Veterans Memorial Building, a veterans' association as defined in the Military and Veterans Code Section 1260 ("Veterans"). RECITALS A. County is the owner of approximately .29 acres of improved real property located at 400 Hartz Avenue in the Town of Danville in Contra Costa County, California, and described on Exhibit 'A," attached hereto and incorporated herein by reference. The real property contains a building ("Building") that is currently leased by the County to the Veterans. The real property described in Exhibit "A," including the Building and other improvements thereon, are collectively referred to herein as the "Property." The Property was dedicated for veterans' use in 1925. County currently leases the Building to the veterans pursuant to a lease that expires July 31, 2008. B. The Building has been subleased by.tlie Veterans to the Town since October 25, 1983, for the Town's use of the Building as a Senior Center, and other civic uses. The Building is shared by the Veterans and the Town with the Town's use subordinated to the primary use of the Building as a Veterans facility. As DRA: 1 72908Da nvilleVetsConsentAgree(dean).doc 8/4/2008 3:13 PM '®RAFT consideration under the current sublease agreement, the Town i) pays the Veterans the sum of Two Hundred Dollars ($200:00) per month, ii) pays all utilities and janitorial services to the Building and iii) provides and pays for the majority of the maintenance to the Building. The Town represents that such maintenance costs are approximately $90,000 per year. C. The Town now desires to make a significant capital investment to either substantially renovate the.existing Veterans building, or to provide a new building on the site for the Veterans use, and other civic uses ("Project"). To that end, on June 4, 2008, the Town passed Town Council Resolution 67-2008, by which it approved the Town's 2008/09 — 2012/13 Capital Improvement Plan. That Capital Improvement Plan included Project No. A-510, "Veterans Memorial Hall Project," and appropriated Five Million Two Hundred Seventy-Five Thousand and No/100 Dollars ($5,275,000.00) for the Project. D. Before making its investment, the Town has requested ownership of the Property. Government Code section 37461 authorizes cities to provide and.maintain Veterans facilities. County and Town are negotiating the transfer of title.to the Property to the Town pursuant to a Real Property Transfer Agreement ("Transfer Agreement") between the County and the Town, and provided that the Veterans consent to the transfer by this Agreement. DRA: 2 72908DanvilleVetsConsentAgree(clean).doc 8/4/2008 3:13 PM 'DRAFT AGREEMENT NOW THEREFORE, the parties agree as follows: 1. If and when the Town acquires title to the. Property, the Town agrees to expend a minimum of Five Million Two Hundred Seventy-Five Thousand and No/100 Dollars ($5,275,000.00) to renovate, rebuild, or renovate and expand the Building on the Property. The Town also agrees to work cooperatively with the Veterans Memorial Building Development Committee of the San Ramon Valley to help the Development Committee raise an additional Three Million and No/100 Dollars ($3,000,000.00) to fund this Project. Town will begin construction on the Project no later than June 30, 2011, and will finish the Project within a reasonable time thereafter. The Town will consult with the Veterans on the plans for the Project prior to implementing the plans. 2. The Veterans consent to the transfer of the Property to the Town and to the Town's ownership and operation of the Property as a veterans' facility. The Veterans and the Town agree that the primary purpose of the Property and the Building will be as a veterans' memorial hall, but that the Town may otherwise use the Property for civic uses, provided that such other civic uses are agreed to by the Veterans and are not inconsistent with and do not unduly interfere with the continued use of the Property by the Veterans. 3. The County currently leases the Property to the Veterans for the Veteran's general use of the Building ("County lease"). The County Lease expired on July 31, 2008, and is currently being held over on a month-to-month. basis. Provided the County and the Town enter into the Transfer Agreement, the parties agree that, in anticipation of this change of ownership, the County Lease will automatically terminate on July 31, 2008, or at the close of DRA: 3 72908DanvilleVetsConsentAgree(clean).doc 8/4/2008 3:13 PM DRAFT escrow on the transfer of the Property from the County to the Town, whichever shall last occur. This does not preclude the County from otherwise terminating County Lease as provided therein, or by law if escrow does not close within a reasonable time after July 31, 2008, nor does it prevent the Veterans and the County from amending the County Lease if escrow does not close within a reasonable time after July 31, 2008, nor does it give the Town any rights under the County Lease, or to enforce the County Lease. 4. Before the County conveys title to the Property to the Town, the Town and the Veterans will execute both i) a mutually acceptable lease agreement ("Town's Lease") setting forth all terms and conditions related to the occupancy, use, maintenance, and operation of the existing Building that will take effect upon the termination of the County Lease described herein, and ii) a new "Joint Use and Maintenance Agreement" ("Building Use Agreement"), setting forth all terms and conditions related to the occupancy, use, maintenance, and operation of the new or renovated building that will take effect upon the occupancy of the renovated or replaced Building. The effective date of the Town's Lease will be the date escrow closes. 5. Effective on the date the Town acquires title to the Property, the Veterans fully and finally release County from any obligation it may have under the Military and Veterans Code, or otherwise, to provide or maintain this veterans' facility or to provide a substitute facility. The parties understand and agree that Town is accepting the Property from the County in the Property's existing condition, "AS IS," with all faults. After the Town acquires title to the Property, the County will have no further obligations regarding the Property. Effective on the date the Town acquires title to the Property, the Town and the Veterans, and each DRA: 4 72908DanvilleVetsConsentAgree(clean).doc 8/4/2008 3:13 PM CRAFT of them, fully and finally release and discharge County and its employees, agents, attorneys, officers, divisions, related agencies and entities, affiliates, successors and assigns, from any and all clairns, demands, causes of action, obligations, damages and liabilities, which they now have or could assert in any manner related to or arising from the condition of the Property, including the Building, the County's ownership of the Property, this Agreement or activities taken by the parties pursuant to this Agreement, the Town's acquisition of the Property, and the present or future use of the Property. 6. . Nothing in this'Agreement requires the County to convey title to the Property to the Town, or the Town to accept title to the Property, or gives the Veterans any right or remedy under law or at equity to enforce any term or condition of the Transfer Agreement [This Section Intentionally Left Blank] . DRA: 5 72908Danvi l leVetsConsentAg ree(clean).doc 8/4/2008 3:13 PM `DRAFT 7. SIGNATURES VETERANS COUNTY BOARD OF TRUSTEES,FOR THE CONTRA COSTA COUNTY, a political DANVILLE MEMORIAL BUILDING, subdivision of the State of California a veterans association as defined in . Military and Veterans Code Section 1260 By _ By Tony Carnemolla Michael J. Lango, V. F. W. Post # 75 General Services Director By D. H. McCuskey RECOMMENDED FOR APPROVAL: V. F. W. Post # 75 MICHAEL J. LANGO, General Services Director By _ John Moore American Legion Post # 246 By Dick R. Awenius Real Estate Manager By Robert Chipley American Legion Post # 246 APPROVED AS TO FORM: SILVANO B. MARCHESI, County Counsel By _ Russ Gorman By American Legion Post # 246 Sharon L. Anderson Chief Assistant County Counsel TOWN TOWN OF DANVILLE, a municipal corporation operating under the laws of the State of California By. Joseph Calabrigo Town Manager APPROVED AS TO FORM: By Robert Ewing City Attorney DRA: g 72908 DanvilleVetsConsentAg ree(clean).doe 8/4/2008 3:13 PM DRAFT Recorded at the request of: Town of Danville Return to: Town of Danville 510 La Gonda Way Danville, CA 94526-1740 Attn: Town Manager With a copy to: Contra Costa County General Services Department Real Estate Services Division 1220 Morello Ave., Suite 100 Martinez, CA 94553 Attn: Real Estate Manager Assessor's Parcel No. 208-022-016-9 Title Co. Order'No. 615-10544 GRANT DEED For Value Received, receipt of which is hereby acknowledged, CONTRA COSTA COUNTY, a political subdivision of the State of California ("GRANTOR"), hereby GRANTS to the TOWN OF DANVILLE, a municipal corporation operating under the laws of the State of California ("GRANTEE"), the improved real property ("Property") described on Exhibit "A," attached hereto and made a part hereof, in the Town of Danville, State of California, which conveyance is made expressly subject to the following covenants, conditions, and restrictions- The Property, and the Danville Veterans Memorial Building located on the Property, is being conveyed to GRANTEE for primary use as a veterans memorial hall and meeting place under Government Code section 37461 for the use by, and benefit of one or more veterans' association in perpetuity. This restriction is not intended to prohibit joint use of the Property by the veterans and GRANTEE for compatible municipal uses, provided that such municipal uses: (1) do not interfere with the primary use of the Property for veterans purposes; and (2) are consented to in writing by the Trustees of the Danville Veterans Memorial Building,.a Veterans Association as defined in Military and Veterans Code section 1260, or its successor organization. Should GRANTEE convey or attempt to convey the Property or cease to use the Property primarily as a veterans memorial hall and meeting place, then GRANTOR shall. have the right to revoke this grant and to reenter and repossess the property under Civil Code section 885.010 et seq., or successor law :or legislation. This power of termination held by the GRANTOR will exist in perpetuity and will not expire. It may be exercised by GRANTOR at any time following breach of this condition. DRAFT GRANTOR hereby conveys title to the Property to GRANTEE subject to the express conditions described above, and all other covenants, conditions or restrictions, whether recorded or unrecorded. GRANTOR Date CONTRA COSTA COUNTY, a political subdivision of the State of California By: �. Fe eral D. Glover Chair, Board of Supervisors ATTACH APPROPRIATE ACKNOWLEDGMENT F:IVETERANS BUILDINGSIDANVILLE162008Danville GrantDeed.doc August 4,2008 Order No. 615-10544 UPDATE EXIMIT "A" LEGAL DESCRIPTION THE LAND DESCRIBED HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, CITY OF DANVILLE, AND IS DESCRIBED AS FOLLOWS: LOTS 10, 11 AND 12 IN BLOCK 2 OF THE HARTZ ADDITION TO THE TOWN OF DANVILLE, MAP ENTITLED, "MAP OF DANVILLE." FILED ON THE 12TH DAY OF AUGUST 1891 IN MAP BOOK C, PAGE 471/2, IN THE OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA, STATE OF CALIFORNIA. 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