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HomeMy WebLinkAboutRESOLUTIONS - 03152011 - 2011/113 1 320\04\955483.1 PROPERTY CONVEYANCE AGREEMENT This Property Conveyance Agreement (the "Agreement") is entered into as of March 15, 2011, by and between the Redevelopment Agency of Contra Costa County, a public body corporate and politic (the "Agency"), and Contra Costa County, a political subdivision of the State of California (the "County"), with reference to the following facts and purposes: RECITALS A. The Board of Supervisors (the "Board of Supervisors") of the County has adopted and amended, from time to time, the Redevelopment Plan for the North Richmond Redevelopment Project Area and the Redevelopment Plan for the Rodeo Redevelopment Project Area (the "Redevelopment Plans") for the North Richmond Redevelopment Project Area and the Rodeo Redevelopment Project Area (the "Project Areas"), in accordance with the California Community Redevelopment Law (Health and Safety Code Sections 33000 et seq.; the "Redevelopment Law"). B. The Agency is responsible for administering the Redevelopment Plans to cause the elimination of blight and the redevelopment of the Project Areas, including the provision of public improvements, the development of commercial and other facilities to promote economic revitalization and the provision of jobs for residents of the Project Areas, and development of affordable housing for low and moderate-income households. C. To assist in implementing the Redevelopment Plans, the Agency has adopted a five (5)-year implementation plan (the "Implementation Plan") pursuant to Section 33490 of the Redevelopment Law. D. In accordance with the Redevelopment Plans, the Agency has acquired certain parcels of real property within the Project Areas, as more particularly described in the attached Exhibit A, (each of which is referred to as a "Parcel", and, collectively, are referred to as the "Property"). As shown in Exhibit A, the Parcels (APN Nos. 357-171-006 and 409-070-029) are developed and utilized for the conduct of various public services, including a senior meals program, a community jobs program, a community center, and a community health clinic. E. In furtherance of the goals and objectives of the Redevelopment Plans, the Implementation Plan, and the County's General Plan (the "General Plan"), the Agency desires to convey the Property to the County, and the County desires to acquire the Property from the Agency. The Agency and the County desire to enter into this Agreement to effectuate the transfer of the Property by the Agency to the County and to establish the parties' mutual agreement regarding the redevelopment of the Parcels. F. Pursuant to California Health & Safety Code Section 33205, the Agency desires to delegate to the County all of its powers and functions with respect to the planning and undertaking of activities necessary to effectuate the development of the Property and to authorize the County to carry out and perform such powers and functions for the Agency in connection with such development. 2 320\04\955483.1 G. The conveyance of the Property by the Agency to the County is authorized by California Health & Safety Code Section 33432. The County’s acceptance of the Property conveyed by the Agency is authorized by California Health & Safety Code Section 33220(g). H. Pursuant to Section 15061(b)(3) of the Guidelines for the implementation of the California Environmental Quality Act ("CEQA"), the Agreement is exempt from the requirements of CEQA because the use of the Property will not change or otherwise be modified following the conveyance by the Agency to the County pursuant to the Agreement without the prior completion of any further environmental review required by CEQA. AGREEMENTS NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Agency and the County agree as follows: Section 1. Conveyance. Subject to the terms and conditions set forth below, the Agency agrees to convey, and the County agrees to accept conveyance of, the Property. Section 2. Consideration for Conveyance. (a)The Agency shall convey the Parcels in consideration for the County's agreement to continue the public uses on the Parcels and/or to facilitate appropriate use of each Parcel consistent with the General Plan and/or Redevelopment Plan. (b)The County shall facilitate use of each Parcel in accordance with all applicable laws and regulations, including without limitation, laws and regulations related to competitive bidding of public works projects, payment of prevailing wages, non-discrimination, and the use of tax-exempt bond proceeds, if and to the extent such tax-exempt bond proceeds constitute a portion of the improvement funds. Section 3. Method of Conveyance. As soon as practicable following execution of this Agreement, the Agency shall convey the Parcels comprising the Property to the County by grant deeds (each a "Grant Deed"), substantially in the form of the attached Exhibit B, to be recorded in the official records of the County Recorder of the County. The date of execution of the Grant Deeds is referred to in this Agreement as the "Conveyance Date." Ad valorem property taxes and assessments, if any, shall be prorated as of the Conveyance Date. The Agency shall pay all costs of conveyance. Section 4. Condition of Title. The condition of title on the Conveyance Date shall be as set forth in the preliminary title report for each Parcel (collectively, the "Preliminary Title Reports") issued by a mutually acceptable title company (the "Title Company"). In connection with and as a condition of closing, and unless otherwise waived by the County, the Agency shall 3 320\04\955483.1 cause to be delivered by the Title Company to the County a commitment for (and promptly after closing shall cause delivery by the Title Company to the County of) an ALTA extended owners title policy for the Property consistent with the terms of the Preliminary Title Reports. The costs of the title policy shall be borne by the Agency. Section 5. Condition of Property. In fulfillment of the purposes of Health and Safety Code Section 25359.7(a), the parties acknowledge and agree that the Agency has provided the County with all information in its possession regarding the existence and/or release of hazardous substances on or beneath the Property, and that the provision of such information constitutes the written notice required to be given by the Agency to the County pursuant to Health and Safety Code Section 25359.7(a). The Agency shall indemnify, defend and hold the County harmless from any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, but not limited to, reasonable attorney's fees and expenses) imposed upon or incurred by or asserted against the County and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any hazardous materials in, on, above, or under any Parcel prior to the Conveyance Date; (b) any actual or proposed investigation, assessment, remediation or monitoring of any hazardous materials, under, on or above any Parcel prior to the Conveyance Date, whether or not any such activity is voluntary or pursuant to court or administrative order; (c) any past, present or threatened non-compliance or violations of any hazardous materials laws, any order of any governmental authority issued under any hazardous materials laws as a result of any hazardous materials in, on, above, or under any Parcel prior to the Conveyance Date; (d) third party claims concerning hazardous material relating to matters that initially arose prior to the Conveyance Date; or (e) any third party claims relating to matters that arose before the Conveyance Date. Each indemnified party may make all reasonable decisions with respect to their representation in any legal proceeding, including, but not limited to, the selection of attorney(s). The Agency shall pay immediately upon the County’s demand any amounts owing under this indemnity. Section 6. Representations and Warranties. The Agency represents, warrants and covenants to the County, as of the date of this Agreement and as of the Conveyance Date, as follows: (a) No Condemnation. To the best of the Agency's knowledge, there is no pending or threatened condemnation or similar proceeding affecting the Property, or any portion thereof, nor does the Agency have any knowledge that any such action is contemplated. (b) No Proceedings. To the best of the Agency's knowledge, there are no legal actions, suits, or other legal or administrative proceedings, including condemnation cases pending or threatened against or affecting the Property or the Agency's title to the Property. The Agency has not received notice from any public agency or entity with respect to any future proceeding or basis for any future proceeding against or affecting the Property or any part of the 4 320\04\955483.1 Property, or concerning any existing or potential, past, present or future toxic or hazardous material or conditions at the Property. (c) Clear Title. The Agency is the owner of the Property and has marketable and insurable fee simple title to the Property free of restrictions, leases, liens and other encumbrances, except for the matters set forth in the Preliminary Title Reports. During the term of this Agreement, the Agency shall not convey or accept any offer to convey the Property or any portion of the Property nor shall the Agency encumber or permit encumbrance of the Property in any way nor grant any property, contract or occupancy right relating to the Property or any portion thereof without the prior written consent of the County, which may be withheld in the County's sole and absolute discretion. Section 7. No Brokers. Each party represents to the other that it has not had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, through any real estate broker or other person who can claim a right to a commission or finder's fee. If any broker or finder makes a claim for a commission or finder's fee based upon a contact, dealings, or communications, the party through whom the broker or finder makes this claim shall indemnify, defend with counsel of the indemnified party's choice, and hold the indemnified party harmless from all expense, loss, damage and claims, including the indemnified party's attorneys' fees, if necessary, arising out of the broker's or finder's claim. Section 8. Delegation of Powers. Pursuant to California Health & Safety Code Section 33205, the Agency delegates to the County all of its powers and functions with respect to the planning and undertaking of activities necessary to effectuate the development and operation of the Property in accordance with this Agreement, and authorizes the County to carry out and perform such powers and functions for the Agency in connection with such development. The County hereby accepts such delegation from the Agency. Section 9. General Provisions. (a) Headings. The title and headings of the various sections hereof are intended for means of reference and are not intended to place any construction on the provisions hereof. (b) Invalidity. If any provision of this Agreement shall be invalid or unenforceable the remaining provisions shall not be affected thereby, and every provision hereof shall be valid and enforceable to the fullest extent permitted by law. (c) Entire Agreement. The terms of this Agreement are intended by the parties as a final expression of their agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement constitute the exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial proceedings involving this Agreement. No provision of this Agreement may be amended except by an agreement in writing signed by the parties hereto or their respective 5 320\04\955483.1 successors in interest. This Agreement shall be governed by and construed in accordance with the laws of the State of California. (d) Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, whether voluntary or by operation of law. (e) Time of the Essence. Time is of the essence in this Agreement. (f) Exhibits. All exhibits attached hereto are incorporated in this Agreement by this reference. (g) Actions of the Parties. Whenever this Agreement calls for or permits an Agency approval, determination, consent, election, or waiver, the written approval, determination, consent, election, or waiver of the Agency Executive Director or the Executive Director's designee shall constitute the approval, determination, consent, election, or waiver of the Agency, without further authorization required from the Agency Board. Whenever this Agreement calls for or permits County approval, determination, consent, election, or waiver, the written approval, determination, consent, election, or waiver of the County Administrator or the County Administrator's designee shall constitute the approval, determination, consent, election, or waiver of the County, without further authorization required from the Board of Supervisors. 6 320\04\955483.1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Attest: __________________________ Deputy Clerk REDEVELOPMENT AGENCY OF CONTRA COSTA COUNTY By: ________________________________ Chair Date: _______________________________ CONTRA COSTA COUNTY BOARD OF SUPERVISORS By: ________________________________ Chair Date: _______________________________ Recommended by: REDEVELOPMENT AGENCY OF CONTRA COSTA COUNTY By: ________________________________ Redevelopment Director Recommended by CONTRA COSTA COUNTY By:___________________________________ David Twa, County Administrator Date:__________________________________ Approved as to Form: Sharon L Anderson, County Counsel By: ___________________________________ Assistant County Counsel Date: _____________________________ 7 320\04\955483.1 A-1 320\04\955483.1 EXHIBIT A SUMMARY DESCRIPTION OF THE PROPERTY Assessor’s Parcel Number 409-070-029 Property Address: 1501 Third Street, Richmond, CA 94801 Property Use: North Richmond Center for Health Assessor’s Parcel Number 357-171-006 Property Address: 189/199 Parker Ave., Rodeo, CA 94572 Property Use: Rodeo Senior Center and New Horizon’s Job Center B-1 320\04\955483.1 EXHIBIT B FORM OF GRANT DEED Contra Costa County _______________ Department _______________ _______________ Attn: _____________________ NO FEE FOR RECORDING PURSUANT TO GOVERNMENT CODE SECTION 27383 GRANT DEED For valuable consideration, the receipt of which is hereby acknowledged, The Redevelopment Agency of Contra Costa County, a public body, corporate and politic (the "Grantor"), acting to carry out redevelopment purposes pursuant to the Community Redevelopment Law of the State of California, hereby grants to Contra Costa County, A political subdivision of the State of California (the "Grantee"), the real property (the "Property") described in Attachment No. 1 attached hereto and incorporated in this Grant Deed by this reference. 1. The Property is located within the [_____________ Redevelopment Project Area] (the "Project Area") and is subject to the Redevelopment Plan for [_____________ Redevelopment Project Area] (the "Redevelopment Plan"). 2. In accordance with the terms of the Conveyance Agreement between the Grantor and Grantee dated as of March 15, 2011 (the "Agreement"), the Grantee hereby covenants and agrees, for itself and its successors and assigns, to continue the public use of the Property and/or to facilitate the redevelopment of the Property in furtherance of the County General Plan and/or the Redevelopment Plan. 3. The Grantee covenants and agrees, for itself and its successors and assigns, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, age, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property and the improvements thereon. All deeds, leases or contracts made relative to the Property thereon or any part thereof shall contain or be subject to substantially the following non-discrimination clauses: B-2 320\04\955483.1 In Deeds: "(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955 and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed, nor shall the grantee or any person claiming under or through the grantee, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)." In Leases: "(1) Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955 and Section 12955.2 of the Government Code in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee or any person claiming under or through the lessee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)." B-3 320\04\955483.1 In Contracts: "(1) There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955 and Section 12955.2 of the Government Code in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)." 4. The covenant contained in Sections 2 regarding the use of the Property shall remain in effect until the expiration of the effectiveness of the Redevelopment Plan. The covenants contained in Section 3 regarding non-discrimination shall remain in effect in perpetuity. 5. The covenants contained in this Grant Deed shall, without regard to technical classification or designation, legal or otherwise specifically provided in this Grant Deed, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of and enforceable by the Grantor, its successors and assigns, and any successor in interest to the Property or any part thereof, and such covenants shall run in favor of the Grantor and such aforementioned parties for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. In the event of any breach of any of such covenants, the Grantor and such aforementioned parties shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other property proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor, its successors and such aforementioned parties. 6. Only the Grantor, its successors and assigns, and the Grantee and the successors and assigns of the Grantee in and to all or any part of the fee title to the Property shall have the rights to consent and agree to changes or to eliminate in whole or in part any of the covenants contained in this Grant Deed or to subject the Property to additional covenants, easements, or other restrictions. For purposes of this Section, successors and assigns of the Grantee shall be defined to include only those parties who hold all or any part of the Property in fee title, and B-4 320\04\955483.1 not to include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed of trust, or any other person or entity having an interest less than a fee in the Property. 7. This Grant Deed may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. IN WITNESS WHEREOF, the parties hereto have executed this Grant Deed as of this __________________________. GRANTOR: REDEVELOPMENT AGENCY OF CONTRA COSTA COUNTY, a public body, corporate and politic By: _____________________________ Name: _____________________________ Its: _____________________________ GRANTEE: CONTRA COSTA COUNTY, a political subdivision of the State of California By: _____________________________ Name: _____________________________ Its: _____________________________ B-5 320\04\955483.1 ATTACHMENT NO. 1 PROPERTY DESCRIPTION B-6 320\04\955483.1 STATE OF CALIFORNIA ) ) CONTRA COSTA COUNTY ) On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public STATE OF CALIFORNIA ) ) CONTRA COSTA COUNTY ) On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public