HomeMy WebLinkAboutMINUTES - 12171985 - T.11 ,� . • T.11a
' A
THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA
Adopted this Order on DecPmherZ, 19Rq , by the following vote:
AYES: Supervisors Powers, Schroder, McPeak, Torlakson and Fanden
NOES: None
ABSENT: None
ABSTAIN: None
Resolution No. 3
SUBJECT:
Approval of a DDA between the Redevelopment Agency and
505 Oak Road Associates, Pleasant Hill BART Station
Area Redevelopment Project.
It is the intent of the Redevelopment Agency to enter into a
Disposition and Development Agreement (DDA) with 505 Oak
Road Associates, as the designated developer of Specific
Plan Development Area 9 in the Pleasant Hill BART Station
Area Redevelopment Project. The purpose of the DDA is to
provide for:
1. The conveyance of Redevelopment Agency owned
property to the developer to complete the assembly
of Area 9.
2. The conveyance of developer owned property to the
Agency for realignment of Oak Road.
3'. The orderly development of Area 9.
In accordance with California Community Redevelopment Law
(Health and Safety Code Section 33433 ) the Agency has
prepared a Summary Report on the DDA; the Summary Report and
the DDA have been made available for public inspection; and,
the Agency and Board of Supervisors have held a duly noticed
public hearing to consider the DDA.
The DDA is in the best interest of the County and the
Agency, and is necessary for implementation of the Pleasant
Hill BART Station Area Redevelopment Plan.
The Board of Supervisors finds that the purchase price of
property interests to be conveyed to 505 Oak Road Associates
pursuant to the DDA is not less than the fair market value
of such interests determined at the highest and best use
permitted under the Redevelopment Plan.
Therefore., the Board of Supervisors hereby resolves that:
That certain Disposition and Development Agreement between
the Redevelopment Agency and 505 Oak Road Associates,
attached hereto and incorporated herein by this reference,
affecting Specific Plan Development Area 9 in the Pleasant
Hill BART Station Area Redevelopment. Project, is hereby
approved. '
f hereby certity thst this is a trite andemraet coapy of
cc: Distribution Via Redev.. Agency Sri action taken aY:s araertu!a:+ttie ttt!t uw&e4 thrl
Board of Supervisor on the date shows:..
ATTESTEo: 7 /MS
PHtt. HATCHELon, Ciark of the Board
of Supervisors and County Administrator
ey ----� .Deputy
c Resolution No. ys173y
U
DISPOSITION AND DEVELOPMENT
AGREEMENT
BY & BETWEEN
:THE CONTRA COSTA REDEVELOPMENT :AGENCY
AND
505 OAK ROAD ASSOCIATES
-1-
:f= Table of Contents
1. 0 DEVELOPMENT OF THE PROPERTY . . . . . . . . . . . . . 3
1. 1 Development Plan. , . . . . . . . . . . . 0 . , .3
1.2 County Land Use Approvals. . . , , . . . . . . . . 3
1 . 3 Building Permit. . . . , . , . . . , , , . . , .4
1.4 Financing Plan. . , . . . . , . , . . . 4
1.5 Relocation. . . . . . . . . . , . . . . . 5
1.6 Transportation Management System. . . . . . . . , 6
2.0 STATUS OF PROPERTY. . . . . . . . . . . . . . . . . 6
2. 1 Current Configuration ,of Property. . . . . . . . . 6
2. 2 Property Owned by Agency. 0 . . . . . . . . . 7
2.3 Dedication Parcels Owned by Developer. . . . o 7
2.4 Future Configuration of the Property. . . . , . . 7
3.0 DISPOSITION OF PROPERTY . . . . . . . . . . . . . 7
3.1 Sale and Purchase. . . . . . . . . . . . . . . . 8
3.2 Purchase Price, . . . . . . . . . . . . o 8
3.3 Payment of Purchase Price. , . . . 8
3.4 Dedication by Developer. 0 0 0 . . . . . . . . . 8
i
-i-
,
3.5 Dedication Fee. . . . . . . . . . . . . . . . . . 8
3.6 Opening Escrow. . . . . . . . . . . . . . . 9
3.7 Close of Escrow. o . . . . . . . . . . . . . .9
3. 8 Condition of Title. o . . . . 0 . . . . . 10
3. 9 Costs of Escrow and Closing. . . . . . . . . . 11
4. 0 CONSTRUCTION OF IMPROVEMENTS . . . . . . . . . 11
4. 1 Construction Pursuant to Plans. . . . . . . . . 12
4. 2 Change in Construction of Improvements. . . 12
4 . 3 Commencement of Improvements. . . . . . . 13
4. 4 Completion of the Improvements. . . . . . . . . 13
4.5 Developer to Contract with Reputable Contractors. 13
4.6 Equal Opportunity. o o . . . . . . . 13
4.7 Certificate of Completion. . . . . . . . . . 14
4 . 8 Construction Bonds. o . . . . . . . . . . 15
5.0 GENERAL REQUIREMENTS AFTER CONSTRUCTION . . . . . . 15
5. 1 Applicability. . . . . . . . . . . . o . . . . . 15
5.2 Use. . . . . . . . . . . . . . . . . . . . . . . 16
i
5.3 Maintenance. . . . . . . . . . . . . . . 16
-ii-
5.4 Mandatory Language in All Subsequent Deeds, Leases
and Contracts. . . . . . . . . . . . . . . . . . . . 17
6.0 CHANGES IN DEVELOPER . . . . . . . . . . . . . 18
6. 1 Changes Only Pursuant To This Agreement. . . . . 19
6.2 Prohibitation Against Transfer of Property and
Assignment of Agreement. . . . . . . . . . . . . . . 19
6. 3 Prohibition on Transfer of Partnership Interests. 22
6.4 Transfers to Joint Ventures or Partnerships. 23
7.0 LAS JUNTAS WAY PROPERTY RECONFIGURATION . . . . . . 23
7. 1 Applicability. . . . . . . . . . . . . . . . . . 23
7.2 Street Dedication. . . . . . . . . . . . . . . . 24
8. 0 REMEDIES . . . . . . . . . . . . . . . . . . . . . 24
8. 1 General Remedies . . . . . . . . . . . . . . . . 24
8. 2 No Fault of Parties. . . . . . . . . . . . . . . 24
8. 3 Fault of Agency. . . . . . . . . . . . 25
8 . 4 Fault of Developer. . . . . . . . . . . . . . . 26
9.0 SECURITY FINANCING AND RIGHTS OF HOLDERS . . . 29
9. 1 No Encumbrances Except for Development Purposes. 29
9.2 Holder Not Obligated to Construct. 30
-iii-
9. 3 Notice of qfault and Right to Cure. • . . . . . 30
9.4 Failure of Holder to Complete Improvements. 32
9.5. Right of Agency to Cure. . . . . . . . . . . . . 32
9.6 Right of Agency to Satisfy Other Liens . . . . . 33
10.0 GENERAL PROVISIONS . . . . . . . . . . . . . . . . 33
10. 1 Notices, Demands and Communications . . . . . . 33
10.2 Conflict of Interests . . . . . . . . . . . . . 34
10 .3 Non-Liability of Agency Officials, Employees and
Agents . . . . . . . . . . . . . . . . . . . . . . . 35
10 . 4 Enforced Delay . . . . . . . . . . . . . 35
10.5 Inspection of Books and Records . . . . . . 37
10. 6 Provision Not Merged with Deeds . . . . . . . . 37
10.7 Title of Parts and Sections . . . . . . . . . . 37
10. 8 Hold Harmless . . . . . . . . . . . . . . . . . 38
10.9 Liability Insurance . . . . . . . . . . . . . . 39
10. 10 Rights and Remedies Cumulative . . . . . . . . 39
10 .11 Real Estate Commissions . . . . . . . . . . . 40
10.12 Applicable Law . . . . . . . . . . . . . . . . 40
10.13 Severability . . . . . . . . . . . . . . . . 40
-iv-
10 .14 Legal Actions . . . . . . . . . . . . 40
10.15 Binding Upon Successors . . . . . . . . . . . 41
10.16 Parties Not Co-Venturers . . . . . . . . . . . 4.1
10. 17 Warranties . . . . . . . . . . . . . . . . 41
10.18 Time of the Essence . . . . . . . . . . 42
10. 19 Complete Understanding of the Parties . . . 42
-V-
DISPOSITION AND DEVELOPMENT•
AGREEMENT
This Agreement is made this day of ,
1985, by and between the CONTRA COSTA COUNTY REDEVELOPMENT
AGENCY ("Agency") and 505 Oak Road Associates, an Illinois
limited partnership ( "Developer") with reference to the
following facts:
1 . Agency has adopted the Pleasant Hill BART Station
Area Redevelopment Plan (the "Redevelopment Plan".) , recorded
at Book 11896 , Page 123 , Official Records of Contra Costa
County, in order to provide for the redevelopment of the
project area governed by the Plan ("Project Area") .
2 . Developer is the owner of certain real property
located within the Project Area. Pursuant to the Agency' s
rules for owner participation, Agency has selected Developer
to redevelop Developer' s property and certain other real
property in the Project Area which the Agency owns. The real
property owned by Developer together with the real property
owned by the Agency is referred to as the "Property" and is
more particularly described in the attached Exhibit A. A map
of the Property showing ownership of various parcels
comprising the Property at the time of execution of this
Agreement is attached hereto as Exhibit A-1 .
-2-
E
3. Developer desires to redevelop the Prooferty and the
Agency has determined that Developer has the requisite skills
and capabilities to develop the Property..
i
THEREFORE, Agency and Developer agree as follows:
i
Section 100 : DEVELOPMENT OF THE PROPERTY
i
i.
1.0i Development Plan.
Prior to execution of this Agreement Developer submitted
to the Agency and by execution of this Agreement the Agency .
approves the Development Plan attached hereto as Exhibit B,
i
which Development Plan provides for development on the
Property of an office building of approximately 100 ,000 gross
square feet with parking facilities. The development to be
constructed on the Property is referred to as the
j
Improvements.
1 .021 County Land Use Approvals.
r
Developer shall apply to the County of Contra Costa for
final planned unit development approval for the Improvements
and all other permits and approvals necessary for the
construction of the Improvements in accordance with the
schedule attached hereto as Exhibit C and shall thereafter
diligently pursue and obtain issuance of such permits or
-3-
approvals. The Agency agrees to cooperate wit the Developer
in obtaining such approvals from the County of Contra Costa,
and agrees to execute such documents and instruments and
provide such information as is required by the County of
Contra Costa as part of the permit and approval process.
1. 03, Building Permit.
Within one hundred eighty (180) days of the date on which
all the County land use approvals referred to in Section 1.02
above have been issued, Developer shall apply to the County of
Contra Costa for a building permit for construction of the
Improvements as contemplated by the Development Plan and the
permits and approvals referred to in Section 1.02 above, and
shall thereafter diligently pursue and obtain issuance of such
permit.
1 . 04 Financing Plan.
At the time Developer applies for a building permit
pursuant to Section 1.03 above, Developer shall submit
reasonable evidence of construction financing for the
Improvements in writing to the Agency for approval. Such
evidence may include, but is not limited to, evidence of
Developer' s firm equity commitments to construction of the
proposed improvements and/or a letter from an institutional
lender advising the Agency that it has examined the
-4-
Developer' s financial capacity to construct th9proposed
improvements, is satisfied the Developer has the ability to do
so and that the lender has agreed to make the loan or loans
necessary to construct same, subject to customary and usual
preconditions. The Agency shall either approve or disapprove
the evidence of financing in writing within twenty-one (21)
days of receipt, and, if not approved or disapproved in that
period, such evidence shall be deemed approved. The Agency
shall in good faith approve the evidence of financing if it
meets the requirements of this Section 1.04 , and shall not
unreasonably withhold such approval. If evidence of financing
is disapproved by the Agency, Developer shall, within ninety
(90) days of disapproval, submit revised evidence of financing
and if such revised evidence of financing is disapproved by
the Agency, this Agreement may be terminated pursuant to the
provisions of Section 8.04 below. Agency shall keep
Developer' s financial information strictly confidential.
1. 05 Relocation.
Developer shall relocate all occupants and businesses
from the Property to the extent legally required and legally
possible. In relocating such occupants and business,
Developer shall provide the relocation assistance pursuant to
i
Government Code Sections 7260 et. seq. to the extent such
assistance is legally required to be given. In providing such
assistance where legally required, Developer shall utilize the
-5-
services of a relocation consultant approved blthe Agency.
To the extent the Agency is legally responsible for relocation
of any occupants and/or businesses from the Property
(including occupants who moved from the Property prior to the ,
date of this Agreement) , Developer shall pay the cost of such
relocation.
1 .06 Transportation Management System.
Developer, or the occupants of the Property after
development by Developer, shall comply with any and all
requirements of the Transportation Management System ("TMS")
in the Project Area. Developer may, as a means of satisfying
Developer' s obligation to comply with the TMS, become a member
of any organization or association which may hereinafter be
formed to coordinate administration of the TMS in the Project
Area.
Section 200 : STATUS OF PROPERTY.
2. 01 Current Configuration of Property.
Exhibit D attached hereto and incorporated herein shows a
map of the Property and certain adjoining land and indicates
the configuration and ownership of relevant parcels at the
time of execution of this Agreement. Specific parcels
referred to this Section 200 are shown in Exhibit D.
-6-
r
r •
r
2.02 , Property Owned by Agency.
d
As of the date of execution of this Agreement, the Agency
owns Parcel A as shown on Exhibit D and described in Exhibit D
1 (the "Agency Parcel") , which Agency Parcel is neeeded by
Developer to redevelop the Property pursuant to the terms of
this Agreement.
2.03` Dedication Parcels Owned by Developer.
As of the date of execution of this Agreement, Developer
owns Parcels I and J as shown on Exhibit D and described in
Exhibit D 2 (the "Dedication Parcels") , which Dedication
Parcels are needed by Agency for road and drainage purposes.
2.041 Future Configuration of the Property.
Exhibit E attached hereto and incorporated herein shows a
map of the Property and certain adjoining land and indicates
the planned configuration and ownership of relevant parcels as
they will exist after the Agency and Developer convey their
i
parcels pursuant to this Agreement. Exhibit E also indicates
i
parcels that may be conveyed at a future date by Developer to
Agency pursuant to Section 700 of this Agreement.
Section 300: DISPOSITION OF PROPERTY
i.
-7-
3 .01 Sale and Purchase.
i
No later than thirty days from the date of execution of
this Agreement, the Agency shall sell to Developer, and the
Developer shall purchase from the Agency, the Agency Parcel
pursuant ;to the terms, covenants, and conditions of this
Agreement.
3. 62 Purchase Price.
a. The Purchase Price for the Agency Parcel shall be
ninety-six thousand dollars ($96,062.00) .
F
3.03 Payment of Purchase Price.
The :'Purchase Price shall be paid to the Agency by the
Developer at close of escrow.
3.04 Dedication by Developer.
i.
II
Simultaneous with the purchase by Developer of the
Agency Parcel, Developer shall convey to Agency the Dedication
Parcels pursuant to the terms, covenants, and conditions of
this Agreement
i
3.05 Dedication Fee.
f
-8-
i
Simultaneous with the purchase of the Agency Parcel,
Developer shall pay to Agency a dedication fee in the amount.
of eighty thousand twenty-seven dollars ($80 ,027.00) to
reimburse Agency for a portion of the Agency cost in obtaining
certain right of way parcels necessary for road and drainage
purposes. °
3. 06 Opening Escrow.
To accomplish the purchase and transfer of the Agency
Parcel and the Dedication Parcels the Parties shall upon
execution of this Agreement establish an escrow with a title
company agreeable to Agency and Developer. The Parties shall
execute and deliver all written instructions to that
escrowholder to accomplish the terms hereof, so long as such
instructions are consistent with this Agreement.
3.07 Close of Escrow.
The above-mentioned escrow shall close within thirty (30)
days of execution of this Agreement. Upon the close of
escrow, the Agency shall convey the Agency Parcel to Developer
by Grant Deed substantially in the form shown on the attached
Exhibit F incorporated herein ("Deed") . Simultaneous with the
Agency' s "conveyance of the Agency Parcel, Developer shall
convey the Dedication Parcels to Agency by grant deed. The
-9-
parties understand and agree that the Agency lecel and the
Dedication Parcels shall be accepted by the Developer and the
Agency, respectively, in an "as is" condition and that the
conveying party shall in no way be responsible for demolition,
site preparation or any other removal or replacement of
improvements on such parcels.
3 . 08 Condition of Title.
Upon close of escrow, the Agency Parcel and the
Dedication Parcels shall be free and clear of all liens,
encumbrances, clouds and conditions, rights of occupancy or
possession, except:
(a) the easements, conditions an effect of the
Redevelopment Plan, as such plan then exists or is thereafter
from time to time amended;
(b) applicable building and zoning laws and regulations;
(c) the provisions of this Agreement;
(d) any lien for current taxes and assessments or taxes
and assessments accruing subsequent to recordation of the
Deed;
-10-
(e) conditions, covenants, restrictions, elements and
assessments as provided in this Agreement or as otherwise
approved by the Agency or Developer, as .applicable.
3.09 Costs of Escrow and Closing.
Ad valorem taxes, if any, payable with respect to the
Agency Parcel and the Dedication Parcels shall be prorated as
of the date of conveyance. The lien of any, bond or assessment
on the Agency Parcel shall be assumed by Developer and
assessments payable thereon shall be prorated as of the date
of conveyance. The lien of any bond or assessment on the
Dedication Parcels shall be assumed by the Agency and
assessments payable thereon shall be prorated as of .the date
of conveyance. Each party shall bear the cost of title
insurance, if required by such party, as to the parcels it
acquires pursuant to this Agreement. Each party shall pay all
transfer taxes applicable to the parcels that it is
transferring. All other costs of escrow (including the cost
of title company document preparation and recordation fees as
to all parcels transferred and the fee of escrow holder) , if
any, shall be paid one-half by Developer and one-half by
Agency. The costs borne by Developer pursuant to this Section
3.09 are in addition to the Purchase Price for the Agency
Parcel.
Section 400: CONSTRUCTION OF IMPROVEMENTS
-11-
I
4 . 01 Construction Pursuant to Plans.
Unless modified by operation of Section 4.02, the
Improvements shall be constructed in accordance with the
Development Plan and the terms and conditions of the County of
Contra Costa' s land use permits and approvals and building
permits, including any variances granted.
i
4.02' Change in Construction of Improvements.
I
i
If the Developer desires to make any change in the
I
Improvements which substantially increases or decreases their
size or changes their use, the Developer shall submit the
proposed change to the Agency for its approval. If the
Improvements, as modified by any such proposed change, will
conform to the requirements of this Agreement and the
Redevelopment Plan, the Agency shall approve the change by
notifying the Developer in writing.
Unless said proposed change is rejected by the Agency
within fourteen (14) days, it shall be deemed approved. If
rejected !within such time period, the previously approved
Construction Plans shall continue to remain in full force and
effect. �In the event the Agency rejects a proposed change in
the Improvements, such rejection shall be accompanied by a
written explanation for such rejection.
-12-
I
4 .03 Commencement of Improvements.
The Developer for itself, its successors and assigns
covenants and agrees to commence construction of the
Improvements in accordance with the Schedule shown in Exhibit
C.
4 .04' Completion of the Improvements.
The Developer, for itself, its successors and assigns, hereby
covenants and agrees diligently to prosecute to completion the
construction of the Improvements (i.e. completion of all
construction except construction of tenant improvements)
within eighteen (18) months following the actual date of
commencement of construction.
4 .05 Developer to Contract with Reputable
Contractors.
Developer shall enter into contracts for the
construction of the Improvements with reputable contractors.
4 .06 Equal Opportunity.
During the construction of the Improvements there shall
be no discrimination on the basis of race, color, creed,
-13-
religion, sex, sexual orientation, marital stags, national
origin or ancestry in the hiring, firing, promoting or
demoting of any person engaged in the construction work.
Moreover, Developer, by and through its construction
contractor, shall give preference, to the extent practicable,
for employment to those individuals residing within the
geographical area governed by the Redevelopment Plan, as
dictated by relevant State Law.
4 .07 Certificate of Completion.
Promptly after completion of the Improvements in
accordance with those provisions of this Agreement relating
solely to the obligations of Developer to construct the
Improvements (including the dates for beginning and completion
thereof) ,' the Agency will provide an instrument so certifying.
For the purposes of this Section 4 .07, completion shall occur
upon completion of the building shell (completion of all
construction except construction of tenant improvements) or
issuance of a certificate of occupancy, whichever occurs
first, for all buildings included in the Improvements. Such
certification shall be conclusive determination that the
covenants in this Agreement with respect to the obligations of
Developer, its successors and assigns, to construct the
Improvements and the dates for the beginning and completion
thereof have been met. Such certification shall be in such
form as will enable it to be recorded among the official
-14-
Y, '
records of Contra Cfta County. Such certificiton and
determination shall not constitute evidence of compliance with
i
or satisfaction of any obligation of Developer to any holder
of deed of trust securing money loaned to finance the
Improvements or any part thereof and shall not be deemed a
notice of .completion under the California Civil Code.
4 .08 Construction Bonds.
r
Prior to the commencement of construction of the
r
Improvements, the Developer shall deliver to the Agency copies
of labor and material bonds and performance bonds issued by a
I
reputable insurance company licensed to do business in
California, in a sum each of not less than one hundred percent
(100%) of, the scheduled cost of construction. Such bonds
shall name the Agency as co-obligee. In lieu of such bonds
the Developer may submit such other guarantees satisfactory to
r
the Agency including but not limited to a corporate completion
guaranteein a form and from a guarantor acceptable to Agency.
If the Developer' s construction lender does not require such
i
bonds or guarantees because of the financial strength of
Developerlor Developer' s contractor, the Developer need not
obtain them and submit them to the Agency.
Section 500: GENERAL REQUIREMENTS AFTER CONSTRUCTION
5.01` Applicability.
i
r
j
i'
-15-
•
The Developer, for itself, its successors and assigns
agrees that upon the completion of the Improvements the
conditions set forth in this Section 500 shall apply.
5.02 Use.
Developer, for itself, its successors and assigns hereby
agrees that the Property and Improvements will be used in
accordance with the Redevelopment Plan so long as that Plan
has not expired.
5 .03 Maintenance.
Developer, for itself, its successors and assigns hereby
agrees that the portion of the Property that is subject to
public view (including all improvements from time to time
erected thereon, including paving, walkways, landscaping and
ornamentation) shall be maintained in good repair and in a
neat, clean and orderly condition.
In the event that there arises at any time prior to the
expiration of the Redevelopment Plan a condition in
contravention of the above maintenance standard, then upon the
conclusion of a thirty (30) day period following written
notice by the Agency to Developer, its successors or assigns,
to cure the same, the Agency after notice to Developer and, at
-16-
f
Developer' s request, a hearing before the Ageno members,
shall have the right to perform all acts necessary to cure
such a condition, or to take other recourse at law or equity
the Agency may then have and to receive from Developer, its
successors or assigns the Agency' s cost in taking such
action. The Parties hereto further mutually understand and
agree that the rights conferred upon the Agency expressly
include the right to enforce or establish a lien or other
encumbrance against the Property. The foregoing provisions
shall be a covenant running with the land until expiration of
the Redevelopment Plan, enforceable by the Agency, its
successor's and assigns.
The Parties agree that upon such expiration of the
Redevelopment Plan, the Parties will execute and record in the
Official �Records of the County of Contra Costra a release of
the provisions of Section 5. 03. The Agency and the Developer
hereby agree to do those things reasonably necessary to
prepare, ;execute and deliver for recording those documents and
instruments necessary to effect such release.
i
5. 04 Mandatory Language in All Subsequent Deeds,
Leases and Contracts .
I'
All deeds, leases or contracts made or entered into by
Developer, its successors or assigns, as to any portion of the
Propertyshall contain therein the following language:
-17-
(a) In Deeds:
"Grantee herein covenants by and for itself, its
successors and assigns that there shall be no
discrimination against or segregation of a person or of a
group of persons on account of race, color, creed,
religion, sex, sexual orientation, marital status,
national origin or ancestry 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 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 herein conveyed.
The foregoing covenant shall run with the land" .
(b) In Leases:
"The' lessee herein covenants by and for the lessee and
lessee' s heirs, personal representatives and assigns and
all persons claiming under the lessee or through -the
lessee that this lease is made subject to the condition
that there shall be no discrimination against or
segregation of any person or of a group of persons on
account of race, color, creed, religion, sex, sexual
orientation, marital status, national origin or ancestry
in the leasing, subleasing, transferring, use, occupancy,
tenure or enjoyment of the land herein leased nor shall
the ;Jessee 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 land
herein leased" .
(c) In Contracts:
"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, marital
status, national origin or ancestry 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" .
I'
Section 600: CHANGES IN DEVELOPER
i'
-18-
i
6.01; Chan_q_e#Only Pursuant To This Agraent.
The qualifications, experience and expertise of Developer
and its partners are of particular concern to the Agency. It
is because of these qualifications, experience and expertise
that the Agency has entered into this Agreement. No voluntary
or involuntary successor in interest to Developer shall
acquire any rights or powers under this Agreement, except as
hereinafter provided.
6 .02Prohibitation Against Transfer of Property and
Assignment of Agreement.
Prior to the recordation by the Agency of a Certificate
of Completion of the Improvements, the Developer shall not,
except as permitted by this Agreement, voluntarily or
-involuntarily make any total or partial sale, transfer,
conveyance, assignment or lease, of the whole or any part of
the Property or the buildings or structures. Notwithstanding
the foregoing, this Section 6.02 shall not apply to (i) any
transfer �of the Property subsequent to the recordation of a
Certificate of Completion with respect to the Improvements
called for by this Agreement to be erected on the Property, or
(ii) any j jtotal or partial sale, transfer, conveyance,
assignment or lease of the whole or any part of the Property
or the buildings or structures on such Property, to any
subsidiary, parent or affiliate, partnership or corporation
-19-
which is more than 50$ owned or controlled by eloper or by
Jaymont Holdings , Inc. ; neither shall the prohibition
contained in this Section 6.02 be deemed to prevent the
granting of temporary easements or permits to facilitate the
development of the property, the leasing or preleasing of
space in the proposed buildings or structures prior to a
Certificate of Completion being issued, or a sale-leaseback
transaction approved by the Agency pursuant to Section 1.04 ,
whereby the Property is sold and then leased back by Developer
for a period of not less than twenty-five (25) years.
p,
Any proposed transferee of the Property, or any portion
f
thereof, prior to the recordation of a Certificate of
Completion for the Improvements to be constructed on the
Property shall have the qualifications and financial
responsibility necessary and adequate as may be reasonably
determined by the Agency to fulfill the obligations undertaken
in this Agreement by the Developer. Any transferee, by
instrument in writing satisfactory to the Agency and in form
recordable among the land records, for itself and its
successors and assigns, and for the benefit of the Agency
shall expressly assume all of the obligations of the Developer
under this Agreement relating to the Property involved and
agree to be subject to all the conditions and restrictions to
which the Developer is subject. There shall be submitted to
4
the Agency for review all instruments and other legal
documents; proposed to effect any such transfer; and if
I
-20-
i
approved (if approve be required hereby) by to Agency its
I
approval shall be indicated to the Developer in writing. The
Agency shall not unreasonably withhold approval of a transfer
of the Property. In the event the Agency withholds approval
of a transfer, the Agency shall promptly inform Developer in
writing o,f the reasons the approval was withheld.
I
i
In the event that, in violation of the provisions of this
Agreement,, the Developer does sell, transfer, convey, lease or
assign alII or any part of the Property or the buildings,
structure or other improvements thereon prior to the
recordation of the Certificate of Completion for the
Improvemets to be constructed on the Property, the Agency
shall be entitled to increase the purchase price paid by the
1
Developer'' for the Agency Parcel by the amount that the portion
f
of the consideration payable to the Developer for such
r
assignment or transfer which is allocable on a square foot
basis toithe Agency Parcel is in excess of the sum of (a) the
Purchase !Price paid by the Developer to Agency for the Agency
F
i
Parcel and (b) the costs of subsequent improvements and
development of the Property, including carrying charges,
interests and fees, transfer taxes, real estate taxes,
assessments and commissions, escrow fees and costs related
i
thereto, !as allocated on a square foot basis to the Agency
parcel. The consideration payable for such assignment or
L
transfer to the extent it is in excess of the amount so
t
authorized, shall belong and be paid to the Agency and until
-21-
I
so paid, the Agency shall have a lien on such property in
question and any part involved for such amount.
r
In the absence of specific written agreement by the
Agency, no such transfer, assignment or approval by the Agency
shall be deemed to relieve the Developer or any other party
from any !obligations under this Agreement.
i
Afte"r filing a Certificate of Completion, no approval
under thil,s Agreement is needed as to any transfer, sale or
i
assignment of the Property.
Theprovisions of this Section 6.02 have been agreed upon
so as to (discourage land speculation by Developer without
performance by Developer under this Agreement; accordingly
these provisions shall be given a liberal interpretation to
accomplish that end.
i
f
i
6 .03 Prohibition on Transfer of Partnership
I.
Interests.
L
i
Prior to recordation of the Certificate of Completion, no
owner ofj,Developer, including limited partners of Developer,
i
shall sell its interest in Developer without the prior written
approvalof the Agency, provided that this Section 6.03 shall
not apply to the sale of any interest in Developer to any
subsidiary, parent or affiliate, partnership or corporation
4
-22-
I
more than fifty percent (50%) owned 010controlled by
which is i y
Developer! For the purpose of this Section 6.03, an owner
shall be considered any person -or entity owning directly or
indirectly twenty-five percent (25%) or more of the ownership .
interest in Developer.
6. 04! Transfers to Joint Ventures or Partnerships.
I.
Notwithstanding the provisions of Sections 6 .01 and 6 .02,
i
Developer may assign its rights under this Agreement or
transfer the Property to a joint venture or partnership if the
P Y 7
joint venture or partnership agrees in writing with the Agency
i
to assume all of Developer"s obligations under this Agreement,
Developer directly owns at least fifty percent (50%) of such
joint venture or partnership, and Developer retains primary
responsibility for development of the Property.
f
i
i
Section 700 : LAS JUNTAS WAY PROPERTY RECONFIGURATION
I'
i
7.01 Applicability.
The Developer, for itself, its successors and assigns
agrees to comply with the conditions set forth in this Section
700 in the event the Specific Plan for the Pleasant Hill BART
f
Station Area is amended to allow Las Juntas Way to remain a
i
through street and meet the Oak Road Extension.
I.
-23-
i!
7 . 021 Street Dedication. •
i
f
In tIhe event that the Specific Plan is amended as set
forth inSection 7.01 above, Developer shall convey to Agency
r
or its designee Parcels O, L and M as shown on Exhibit E for
I
road and 'frontage use. Said parcels shall be conveyed by
grant deed, free and clear of all liens, encumbrances and
clouds ori title, except for the matters listed in Section
3 .08, upon thirty (30) days written notice by Agency that said
F
parcels are reasonably needed to construct road and drainage
improvements. The Parties understand and agree that the
parcels shall be accepted by the Agency or its designee in an
"as is" condition and that the Developer shall in no way be
responsible for demolition, site preparation, or any other
removal or placement of improvements thereon.
1
I
i
Section $00 : REMEDIES
8 .01 General Remedies
During the development of the Improvements, and prior to
the issuance of a Certificate of Completion for such
Improvements, Sections 8 .02 through 8 .05 shall govern the
i.
Parties' , remedies for breach or failure of the Agreement.
4
f
8.02 No Fault of Parties.
r
f
f
-24-
i
r
r
i
The lfollowing9vents constitute a basis A a Party to
terminates this Agreement without the fault of the other:
I '
(a) ;The Developer, despite good faith and diligent
efforts, is unable to obtain all permits or approvals
from the County of Contra Costa necessary to
construct the Improvements substantially in
accordance with the Development Plan approved by the
Agency; or
(b). The Agency, despite good faith and diligent efforts,
I
is unable to convey the Agency Parcel or portions
i
!thereof to Developer.
- j
Upon the happening of either of the above-described
events, and at the election of either Party, this Agreement
-may be terminated. Termination shall be effected by the
terminating Party giving written notice to the other Party of
i
termination and the reason (s) therefore. After termination,
neither Party shall have any rights against or liability to
the other under this Agreement.
8.03 Fault of Agency.
Except as to events constituting a basis for termination
under Section 8.02 (b) , the following events each constitute a
basis for Developer to take action against the Agency:
-25-
i
i
(a) Except as is provided in Section 8. 02 (b) , the Agency
fails to convey the Agency Parcel within the manner,
and form herein called for and the Developer is
i
prepared to transfer the Dedication Parcels to the
Agency and is otherwise entitled by this Agreement to
I of the Agency Parcel; or
(b) The Agency breaches any other material provisions of
this Agreement.
Upon the happening of either of the above-described
events, the Developer shall first notify the Agency in writing
of its purported breach or failure, giving the Agency sixty
(60) days from receipt of such notice to cure such breach or
failure. 'In the event Agency does not then so cure within said
sixty days , then the Developer thereafter shall have the right
to terminate this Agreement, and any other rights afforded it
by law or in equity, including actions for damages or specific
performance.
8 .04 Fault of Developer.
I
Except as to events constituting a basis for termination
under Section 8.02 (a) , the following events each constitute a
basis for the Agency to take action against the Developer:
i
f
-26-
(a) The Devel•r does not meet the conditions or
requirements of Section 1.02 through 1.07 of this
Agreement within the times set forth in those
i
sections;
(b) The Developer is not prepared to convey the
Dedication Parcels to the Agency within the time
period and under such terms as herein called for; or
i
(c) The Developer refuses for any reason to accept
conveyance from the Agency of the Agency Parcel
`within the time period and under such terms as herein
called for; or
i.
(d) The Developer constructs or attempts to construct the
(Improvements in violation of Section 4.01; or
(e) Subject to the provisions of Section 10 .04 , the
Developer, fails to commence construction of the
Improvements or to complete same within the time
limits set forth in this Agreement; or
1,
Mi Subject to the provisions of Section 10 .04 the
Developer, abandons or suspends construction of the
Improvements for a period of sixty (60) days after
written notice by the Agency of such abandonment or
; suspension; or
-27-
i
I
(g) The Developer voluntarily or involuntarily assigns,
or transfers this Agreement or any rights herein, or
in the Property, except as permitted by this
4
Agreement; or
i
I
(h) Developer fails to tender any amount it is required
i
to pay pursuant to Section 3.03 or 3.05; or
i
(i) Developer fails to obtain .Agency approval of its
evidence of financing within the time provided in
r
Section 1 .04; or
i
(j) The Developer breaches any other material provision
of this Agreement.
Upon the happening of any of the above-described events,
the Agency shall first notify the Developer in writing of its
purported breach, failure or act above described, giving the
Developer sixty (60) days from receipt of such notice to cure,
I:
or, if cure cannot be accomplished within said sixty (60)
days , to commence to cure such breach, failure, or act. In
the event Developer does not then so cure within said sixty
days, ori'commence to cure within said sixty (60) days and cure
within alreasonable time thereafter, the Agency therafter
}
shall have the right to terminate this Agreement, and any
other rights afforded it by law or in equity including but not
i
I
-28-
i
i
i
. f
limited to actions 4kr damages, specific perf*ance, or
f.
condemnation. In the event that Agency gains possession of
1'
the Property, Developer at the request of the Agency, shall
deliver to the Agency copies of any construction plans in
Developer' s possession, or to which Developer is entitled, for -'
development of. the Improvements on the Property.
I
i
I'
Section 9,00: SECURITY FINANCING AND RIGHTS OF HOLDERS
i.
f
9.011 No Encumbrances Except for Development Purposes.
Notwithstanding any other provision of this Agreement,
mortgages and deeds of trust, or any other reasonable method
of security, are permitted to be placed upon the Property
i
before aCertificate of Completion has been issued by the
Agency relevant to the Property, but only for the purpose of
securing lloans of funds to be used for financing the
acquisition of the Property, the design, construction of the
i
Improvements on the Property and any other expenditures
necessary; and appropriate to develop the Property under this
Agreement, and costs and expenses incurred or to be incurred
by the Developer in furtherance of this Agreement. Prior to
I,
commencement of the construction of the Improvements on the
Property the Developer shall promptly notify the Agency of
any mortgage, deed of trust, sale and lease-back or other
,I
financing, conveyance, encumbrance or lien that has been or
C
G
i.
-29-
i
i
I
i'
I
r
will be created or attached to the relevant PrSperty. The
C
words "mortgage" and "deed of trust" as used herein include
all otherappropriate modes of financing real estate
acquisition, construction, and land development.
l
9.021 Holder Not Obligated to Construct.
Theholder of any mortgage, deed of trust or other
security interest authorized by this Agreement is not
obligated to construct or complete any improvements or to
guarantee such construction or completion; nor shall any
covenantor any other provision in conveyances from the Agency
to Developer evidencing the realty comprising the Property or
I
any part thereof be construed so to obligate such holder.
However, nothing in this Agreement shall be deemed to
f
construe,II permit or authorize any such holder to devote the
Propertyl,,or any portion thereof to any uses, or to construct
any improvements thereon, other than those uses or
improvements provided for or authorized by this Agreement.
I
I
;
9 .03 Notice of Default and Right to Cure.
Whenever the Agency pursuant to its rights set forth in
Section 800 of this Agreement delivers any notice or demand to
the Developer with respect to the commencement, completion, or
i
cessation in the construction of improvements, the Agency
shall atithe same time deliver to each holder of record of any
I
I
I
-30-
I
i
f
mortgage, ' deed of trust or other security inteltst authorized
by this Agreement and creating a lien upon that Property or
any portion thereof a copy of such notice or demand. Each
such holder shall (insofar as the rights of the Agency are
concerned) have the right, but not the obligation, at its
option, within ninety (90) days after the receipt of the
notice, to cure or' remedy or commence to cure or remedy any
such default or breach affecting the Property which is subject
to the lien of the deed of trust or mortgage held by such
holder anti to add the cost thereof to the security interest
debt and the lien on its security interest. Nothing contained
in this Agreement shall be deemed to permit or authorize such
holder toundertake or continue the construction or completion
f
of the Improvements (beyond the extent necessary to conserve
I
or protect such improvements or construction already made)
without first having expressly assumed in writing the
i
-Developer, s obligations to the Agency relating to such
Improvements under this Agreement. The holder in that event
must agree to complete, in the manner provided in this
Agreement, the Improvements to which the lien or title of such
holder relates, and submit evidence satisfactory to the Agency
t,
that it has the qualification and financial responsibility
necessary to perform such obligations. Any such holder
i
properly. completing such improvements pursuant to this
paragraph shall assume all rights and -obligations of Developer
under this Agreement and shall be entitled, upon written
c
i
l
1 -31-
j'.
request made to the Agency, to a Certificate 0 completion
1
from the Agency.
f
i
9.041 Failure of Holder to Complete Improvements.
In any case where, six months after default by the
Developer!' in completion of construction of improvements under
I
this Agreement, the holder of record or any mortgage, deed of
trust or other security interest creating a lien or
encumbrance upon the Property, having first exercised its
option toconstruct, has not proceeded diligently with
construction, the Agency shall be afforded those rights
against such holder it would otherwise have against Developer
under this Agreement.
9. 05 Right of Agency to Cure.
i
In the event of a default or breach by the Developer of a
mortgage,1' deed of trust or other security instrument prior to
the completion of development, and the holder has not
exercised its option to complete the development called for on
the Property, the Agency may cure the default, prior to the
I
completion of any foreclosure. In such event the Agency shall
be entitled to reimbursement from the Developer of all costs
and expenses incurred by the Agency in curing the default.
P
The Agency shall also be entitled to a lien upon the relevant
Property (or any portion thereof to the extent of such costs
s
i
-32-
and disbursements. Any such lien shall be subject to
mortgages, deeds of trust or other security instruments
executed Ifor the sole purpose of obtaining funds to purchase
and develjp the Property as authorized herein.
i
9 .061 Right of Agency to Satisfy Other Liens
I,
Afte''r the conveyance of title to the Property or any
portion thereof and prior to the recordation of a Certificate
r
r
of Completion and after the Developer has had a reasonable
time to challenge, cure or satisfy any liens or encumbrances
on the Property or any portion thereof, the Agency shall have
i
the right to satisfy any such lien or encumbrances, provided,
however, that nothing in this Agreement shall require the
Developer to pay or make provision for the payment of any tax,
assessment, lien or charge so long as the Developer in good
i
faith shill contest the validity or amount therein and so long
as such delay in payment shall not subject the Property or any
portion thereof to forfeiture or sale.
i
Section 1000 : GENERAL PROVISIONS
Thefollowing are the General Provisions of this
Agreement:
10.01 Notices, Demands and Communications
i
i.
i
I
-33-
. i
otice•demands and communicatiot between the
Form, 1 notices, ,
f "
Agency and the Developer shall be sufficiently given if and
i
shall notlbe deemed given unless dispatched by registered or
certified mail, postage prepaid, return receipt requested or
delivered personally, to the principal office of the Agency
and the Developer as follows:
Agency:
I Contra Costa County Redevelopment Agency
Administration Bldg. , 4th Flr. North Wing
651 Pine Street
I'
Martinez, CA 94553
i
Attn: Thomas A. Progen, Redevelopment Director
i
Developer:
1505 Oak Road Associates
�c/o Jaymont Properties, Inc.
2700 Ygnacio Valley Road, Suite ' 200
Walnut Creek, CA 94598
I
Such written notices, demands and communications may be
sent in the same manner to such other addresses as the
affected
jparty may from time to time designate by mail as
i
providedfin this Section 10.01 .
10 .02 Conflict of Interests
I
I
i.
I
j -34-
P
f
I
No member, official or employee of the Axcy shall make
any decision relating to the Agreement which affects his or
her personal interests or the interests of any corporation, .
I
partnership or association in which he is directly or
indirectly interested.
i
10 .03 Non-Liability of Agency Officials, Employees
and Agents
i
.No member, official, employee or agent of the Agency or
i
the County of Contra Costa shall be personally liable to the
Developer, or any successor in interest, in the event of any
i
default or breach by the Agency or for any amount which may
become due to the Developer or successor or on any obligation
under the terms of this Agreement.
f
10.04 Enforced Delay
f
f
i
I
In addition to specific provisions of this Agreement,
4
performance by either party hereunder shall not be deemed to
be in default where delays or defaults are due to war;
insurrection; strikes; lock-outs; riots; floods; earthquakes;
fires; casualties; acts of God; acts of the public enemy;
epidemic s; quarantine restrictions; freight embargoes; lack of
transportation; governmental restrictions or priority;
I.
litigation (including suits filed by third parties concerning
or arising out of this Agreement) ; weather or soils conditions
I
h
I
-35-
I
., 0
which, in the opinion of the Developer' s contr'pctor, will
II
necessitate delays; inability to secure necessary labor,
materials; or tools; delays of any contractor, sub-contractor
or supplier; acts of the other party; acts or failure to act
or any p;blic or governmental agency or entity (other than the
acts or zailure to act of the Agency) ; or any other causes
(other than lack of funds of Developer or Developer' s
inability: to lease or sell the Improvements) beyond the
control or without the fault of the party claiming an
extension of time to perform. * An extension of time for any
cause will be deemed granted if notice by the party claiming
such extension is sent to the other within ten (10) days from
G
the commencement of the cause and such extension of time is
I'
not-rejected in writing by the other party -within ten (10)
i
days of receipt of the notice. Times of performance under
this Agreement may also be extended in writing by the Agency
and the Developer. In addition to the extensions of time that
may be granted above, Agency shall automatically grant
Developer, at Developer' s written request (which request shall
be accompanied by an explanation by Developer of the reason
A
such an extension is necessary) , an extension not to exceed
i
one-yearion the final completion date contained in Exhibit C
attachedhereto. Intermediate dates for the application for
buildingipermits and the beginning of construction shall be
adjustedaccordingly upon granting of the request for
extension of time for final completion.
i
I
i
-36-
i
i
I
10.05 Inspection on of Books and Records
i.
The Agency has the right at all reasonable times to
inspect on a confidential basis the books, records and all
other documentation of the Developer pertaining to its
obligations under this Agreement, provided that such
inspection shall be limited to the books and records of 505
Oak Road Associates, and shall not extend to the books and
records of any other entity with which Developer is
affiliated. The Developer also has the rightat all
reasonable times to inspect the books, records and all other
documentation of the Agency pertaining to its obligations
under thi I s Agreement. Said rights of inspection shall
terminate i 1with respect to each phase of the Improvements upon
the issuance nce of a Certificate of Completion for each phase.
10.0'6 Provision Not Merged with Deeds
NoneI of the provisions of this Agreement are intended to
or shallrbe merged by any Grant Deed transferring title to any
real property the subject of this Agreement from Agency to
i
Developer or any successor in interest, and any such Grant
I
Deed shall not be deemed to affect or impair the provisions
and covenants of this Agreement.
,10.07 Title of Parts and Sections
-37-
Any titles of the Parts, Sections or Subs tions of this
Agreementi are inserted for convenience of reference only and
shall be disregarded in constructing or .interpreting any part
of its provision.
10 . 018 Hold Harmless
If Iny contractor or subcontractorperforming work for
the Developer on the Property shall assert any claim against
the Agenc i y on account of any damage alleged to have been
caused by reason of acts of negligence of the Developer or its
I
construction contractor, the Developer shall defend at its own
expense any suit based upon such claim; and if any judgment or
claims against the Agency shall be allowed, the Developer and
its construction contractor shall pay or satisfy such judgment
or claimand pay all costs and expenses in connection
therewith.
In addition, the Developer shall defend the Agency
against any claims or litigations of any nature whatsoever
brought by third parties and directly arising from Developer's
performance of its obligations under this Agreement, and in
the event of settlement, compromise or judgment hold the
Agency free and harmless therefrom.
I ?
The,�I
Agency shall defend the Developer against any claims
or litigation of any nature whatsoever brought by third
-38-
parties and directly arising from Agency' s negligent or
wrongful performance of its obligations under this Agreement,
i
and in the event of settlement, compromise or judgment hold
1
the Developer free and harmless therefrom.
i
I
i
10.09 Liability Insurance
i
Developer shall cause to have in full force and effect
during the construction of the Improvements pursuant to this
Agreement comprehensive general liability insurance policies
affording coverage for bodily injury in the amount of
L,
$500,000 . 00 for each person and $1 ,000 ,000.00 for each
occurrence and property damage coverage in the amount of
$100 ,000.00 with the Agency named as an additional insured in
such policy. The maintenance of any such policy by a
contractor doing construction work for Developer shall be
acceptable for the purpose of establishing compliance with
I
this Section by Developer.
I'
10. 1f0 Rights and Remedies Cumulative
I
Except as otherwise expressly stated in this Agreement,
the rights and remedies of the parties are cumulative, and the
exerciseor failure to exercise one or more of such rights or
i
remediesjby either party shall not preclude the exercise by
f
it, at the same time or different times, of any right or
I
-39-
i
i
remedy for the same default or any other default by the other
f
party.
10.11 Real Estate Commissions
f
I
i
Neither Party shall be responsible to the other for any
I'
real estate commissions or brokerage fees which may arise form
this Agreement or otherwise be incurred by the other party.
G
10. 12 Applicable Law
i
G
;
ThisiAgreement shall be interpreted under and pursuant .
to the laws of the State of California.
10. 13 Severability
i.
If any term, provision, covenant or condition of this
Agreement is held by a court of competent jurisdiction to be
f
invalid, ivoid or unenforceable, the remainder of the
I
provisions shall continue in full force and effect unless the
rights and obligations of the Parties have been materially
altered or abridged by such invalidation, voiding or
unenforceability.
f
10. 14 Legal Actions
f
I °
i
L
-40-
i
i
e
In the event any legal action is commence to interpret
i
or to enfrce the terms of this Agreement or to collect
damages as a result of any breach thereof, the Party
prevailing in any such action shall be entitled to recover
against the Party not prevailing all reasonable attorney' s
fees and costs incurred in such action.
i
10 .115 Binding Upon Successors
i
This" Agreement shall be binding upon and inure to the
benefit of the heirs, administrators, executors, successors in
C
interest 'and assigns of each of the parties hereto except that
i
there shaill be no transfer of any interest by any of the
Parties hereto except pursuant to the terms of this
Agreement. Any reference in this Agreement to a specifically
named party shall be deemed to apply to any successor, heir,
administrator, executor or assign of such party who has
acquiredaninterest in compliance with the terms of this
Agreement, or under law. .
i
10 .16 Parties Not Co-Venturers
t.
I'
Nothing in this Agreement is intended to or does
P
establish the Parties as partners, co-venturers, or principal
and agent with one another.
i.
10.17 warranties
i
I'
f
i
-41-
i
b
i
The Agency expresses no warranty or repre•tation to the
Developer as to fitness or condition of the property the
subject of this Agreement for the building or construction to
be conducted thereon.
C
10 . 18 Time of the Essence
I'.
l
1
In all matters under this Agreement, the parties agree
that time! is of the essence.
I
10.19 Complete Understanding of the Parties
r
Thisll„ Agreement is executed in three (3) duplicate
originals) each of which is deemed to be an original. This
Agreement! and attached Exhibits constitute the entire
understanffding and agreement of the .Parties.
i
WHEREFORE, the Parties have executed this Agreement in
triplicate on or as of the date first above written.
I
CONTRA COSTA COUNTY
REDEVELOPMENT AGENCY
1
By:
DEVELOPER
505 Oak Road Associates, an Illinois
limited partnership
By:
I'
By:
#019/a15`301
+, -42-
i
j tAHlbll "A"
I AREA 9
PLEASAWILL B.A.R.T. ASSESSMENT DISTRIC�
COUNTY CONTRA COSTA, STATE OF CALIFORN
JAYMONT PARCEL
i
ALL THAT PORTION OF THE RANCHO LAS JUNTAS DESCRIBED AS
FOLLOWS:
COMMENCING AT A POINT MARKING AN ANGLE POINT IN THE NORTHERN
BOUNDARY LINE OF THE BAY AREA RAPID TRANSIT DISTRICT PROPERTY
AS SHOWN AND SO DESIGNATED ON THE MAP ENTITLED "SAN FRANCISCO
BAY jAREA RAPID TRANSIT DISTRICT, RECORD MAP OF RIGHT OF
WAY,, FILED IN BOOK 3 OF BART MAPS AT PAGES 1 THROUGH 10
IN THE OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA COUNTY,
SAID ANGLE POINT BEING THE EASTERLY TERMINUS OF THAT CERTAIN
COURSE DESIGNATED AS N 420 24' 01" E 327.44 ON SAID
B.AiR.T.D. MAP; THENCE FROM THE SAID POINT OF COMMENCEMENT
(THE BEARINGS OF THIS DESCRIPTION BEING REFERENCED TO THE
CALIFORNIA COORDINATE SYSTEM, ZONE III) ALONG SAID NORTHERN
LINE OF SAID BART PROPERTY, SAID NORTHERN LINE ALSO BEING
THEjSOUTHERN LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED
TO ';EDWIN J. AND CATHERINE A. YOUNG AS DESCRIBED IN THAT
CERTAIN DEED RECORDED IN BOOK 853 OF OFFICIAL RECORDS AT
PAGE 83 IN SAID OFFICE OF THE COUNTY RECORDER NORTH 890
44' i55" EAST 61.61 FEET TO THE MOST EASTERN CORNER OF SAID
YOUNG PARCEL AND TO THE POINT OF BEGINNING OF THE HEREIN
DESCRIBED PARCEL OF LAND; THENCE FROM SAID POINT OF BEGINNING
SOUTH 17.22 FEET; THENCE WEST 19.29 FEET; THENCE ALONG
THEiARC OF A TANGENT 200.00 FOOT RADIUS CURVE TO THE LEFT,
THROUGH A CENTRAL OF 380 02' 14", AN ARC DISTANCE OF 132.78
FEET; THENCE SOUTH 519 57' 46" WEST 132.84 FEET; THENCE
ALONG THE ARC OF TANGENT 20.00 FOOT. RADIUS CURVE TO THE
RIGHT, THROUGH A CENTRAL ANGLE OF 90° 51' 58", AN ARC. "
DISTANCE OF 31.72 FEET TO A POINT OF COMPOUND CURVATURE;
THENCE ALONG THE ARC OF A TANGENT 300.00 FOOT RADIUS CURVE
TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 38° 33' 59", AN
ARCJIDISTANCE OF 201.93 FEET; THENCE NORTH 010 23' 43" EAST
116:42 FEET; THENCE ALONG THE ARC OF A TANGENT 400.00 FOOT
RADIUS CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 060
24'1, 53", AN ARC DISTANCE 44.78 FEET TO A POINT ON THE
SOUTHERN LINE OF LAS JUNTAS WAY; THENCE ALONG SAID LAS
JUNTAS WAY THE FOLLOWING FIVE (5) COURSES: 1) ALONG THE
ARC' OF A 306.91 FOOT RADIUS CURVE TO THE RIGHT, FROM WHICH
THE; CENTER OF SAID CURVE BEARS SOUTH 030 14' 16" WEST,
THROUGH A CENTRAL ANGLE OF 150 40' 45" AN ARC DISTANCE
OF 183.99 FEET; 2) SOUTH 660 20' 05" EAST 21.73 FEET; 3)
ALONG THE ARC OF A TANGENT 378.12 FOOT RADIUS CURVE TO
THEA LEFT, THROUGH A CENTRAL ANGLE OF 340 00' 00", AN ARC
DISTANCE OF 224.38 FEET; 4) NORTH 790 39' 55" EAST 20.78
FEET AND 5) ALONG THE ARC OF A TANGENT 266.50 FOOT RADIUS
CURVE TO THE RIGHT, -THROUGH A CENTRAL ANGLE OF 010 10'
27"11 AN ARC DISTANCE OF 5.46 FEET TO A POINT ON THE EASTERN
LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO JULIUS
DEUBNER AS DESCRIBED IN THAT CERTAIN DEED RECORDED IN BOOK
6285 OF OFFICIAL RECORDS AT PAGE 410 IN SAID OFFICE OF
THEI COUNTY RECORDER; THENCE ALONG SAID EASTERN LINE SOUTH
040; 54' 55" WEST 129.44 FEET TO THE SOUTHEASTERN CORNER
OF fSAID DEUBNER PARCEL; THENCE LEAVING SAID DEUBNER PARCEL
SOUTH 02° 24' 37" WEST 37.05 FEET TO THE POINT OF BEGINNING
AND" CONTAINING 83,206 SQUARE FEET OF LAND MORE OR LESS.
i
I
f
4
i
I
OWN=BY-AU0W1 ASSW..NX.
OCT 2 81985
Araa 9
i.
� .
#
t
�
«
! �
� ta
$ A
v � o
\ t \
Nit �
\ � .
In
\ % 1
s �
t . %
�
� %
■
' . % �■
! It , r
� .
0 2
i
u: 0 Or
� • » �f � � � � �
j _ t %
Al
, i
% k
-
\
\
Woo » r
� t .
\ .
\
t
. \
i
\
\
Exhibit B
Development Plan
I
Development Plan to be provided by Jaymont
i
I
I
i
I
i
f
p
l
I
I
I
i
I r
i
i
I
f
i
i
I
i
I
i
I
I4
I
l
I _
r,
P
O Exhibit C •
Schedule
i'
ACTION FINAL DATE
1 . Close of Escrow for conveyance of 30 days from
Agency Parcel, to Developer, execution of
conveyance of Dedication Parcels to
Agency, and payment of the Dedication
fee pursuant to Section 300 .
i
2 . Application for Final Planned Unit March 1 , 1986
Development Permit for Improvements
andall other permits and approvals
necessary for construction of
Improvements (except building
permit)
i
3. Application for Building Permit 180 days from
for ; Improvements approval of plans
for the Improve-
ments by the
Board
of Supervisors.
4. Commence construction of 60 days after
Improvements issuance of
Building Permit.
5. Complete construction of 18 months follow-
improvements ing commencement
of construction.
i.
I
i
i
i
i
i
f
C
i
/ 2
O
rd
d
. Ot9
°v rd
O �O
• io d do•
d
�`\�~«\ tiO+, rte ��•�r �� �! O �Q \
a S •� p \
04
6
r
J
t a
u •
w .Q
W" �
u
? N
V
d 2
� t �
a ,
lot
Z s�' R o
0
A s
a
a
t
EXHIBIT D-1
(Farce'. A) AGENCY PARCEL
ALL, THAT PORTION OF THAT . CERTAIN PARCEL OF LAND CONVEYED
GARFIELD V. AND RUTH HARRIS POLLEY BY DEED RECORDED, MAY
13, 1981, IN THE OFFICE OF THE COUNTY RECORDER OF CONTRA
COSTA COUNTY IN BOOK 10322 OF OFFICIAL RECORDS AT PAGE
764, BEING A PORTION OF THE RANCHO LAS JUNTAS, DESCRIBED
AS FOLLOWS:
BEGINNING AT THE SOUTHEASTERN CORNER OF SAID CERTAIN PARCEL
OF LAND; THENCE, FROM SAID POINT OF BEGINNING, (THE BEARINGS
OF THIS DESCRIPTION BEING REFERENCED TO THE CALIFORNIA
COORDINATE SYSTEM, ZONE III) ALONG THE SOUTHERN LINE THEREOF
NORTH 89° 28' 05" WEST 13.13 FEET; THENCE, LEAVING SAID
SOUTHERN LINE NORTHERLY ALONG THE ARC OF A 300.00 FOOT
RADIUS CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS NORTH
88° 35' 42" EAST, THROUGH A CENTRAL ANGLE OF 020 48' 01"
AN ARC DISTANCE OF 14.66 FEET; THENCE, TANGENT TO THE LAST
NAMED CURVE NORTH 010 23' 43" EAST 116.42 FEET; THENCE,
ALONG THE ARC OF A TANGENT 400.00 FOOT RADIUS CURVE TO
THE', LEFT THROUGH A CENTRAL ANGLE OF 06° 24' 53" AN ARC
DISTANCE OF 44.78 FEET TO THE SOUTHERN LINE OF THAT CERTAIN
PARCEL OF LAND CONVEYED TO CONTRA COSTA COUNTY BY DEED
RECORDED DECEMBER 11, 1941, IN SAID OFFICE OF THE COUNTY
RECORDER OF CONTRA COSTA COUNTY IN BOOK 654 OF OFFICIAL
RECORDS AT PAGE 81; THENCE, ALONG SAID SOUTHERN LINE (654
O.R. 81) EASTERLY ALONG THE ARC OF A 306.91 FOOT RADIUS
CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS SOUTH 03°
14' � 16" WEST, THROUGH A CENTRAL ANGLE OF 040 59' 41" AN
ARC DISTANCE OF 26.75 FEET TO THE EASTERN LINE OF SAID
POLLEY PARCEL (10322 O.R. 764) ; THENCE, ALONG SAID EASTERN
LINE SOUTH 040 54' 55" WEST 173.87 FEET TO THE POINT OF
BEGINNING AND CONTAINING 3332 SQUARE FEET OF LAND MORE
OR LESS.
I
I
.Wrto ar.AUDWT ASSW.,Nk-
OCT 2 81985 P-27
Parcels I J) EXHIBIT D-2
,. I • DEDICATION PARCELS •
ALL THAT PORTION OF THAT CERTAIN PARCEL OF LAND CONVEYED TO EDWIN
J. AND CATHERINE A. YOUNG BY DEED DATED OCTOBER 22, 1945, AND
RECORDED IN BOOK 853 OF OFFICIAL RECORDS AT PAGE 83 IN THE OFFICE
OF THE COUNTY RECORDER OF CONTRA COSTA COUNTY AND BEING A PORTION
OF THE RANCHO LAS JUNTAS DESCRIBED AS FOLLOWS:
I
COMMENCING AT AN ANGLE POINT IN THE S.F.B.A.R.T.D. RIGHT-OF-WAY
AS SHOWN ON THE MAP ENTITLED "SAN FRANCISCO BAY AREA RAPID TRANSIT
DISTRICT, RECORD MAP OF RIGHT-OF-WAY, CENTRAL CONTRA COSTA LINE"
FILED ! IN BOOK 3 OF B.A.R.T. MAPS AT PAGE 1 IN SAID OFFICE OF THE
COUNTY RECORDER SAID POINT OF COMMENCEMENT BEING THE WESTERN TERMINUS
OF THAT CERTAIN COURSE SHOWN AS NORTH 890 42' 36"EAST 315.02 FEET
ON SAID B.A.R.T. MAP; THENCE, FROM SAID POINT OF COMMENCEMENT,
(THE BEARINGS OF THIS DESCRIPTION BEING REFERENCED TO THE CALIFORNIA
COORDINATE SYSTEM ZONE III) ALONG SAID B.A.R.T. RIGHT-OF-WAY SOUTH
420 2;6' 20" WEST 64.36 FEET TO THE SOUTHERN LINE OF SAID CERTAIN
PARCEL OF LAND (853 O.R. 83) ; THENCE, ALONG SAID SOUTHERN LINE
NORTH! 890 28' 05" WEST 217.79 FEET TO THE TRUE POINT OF BEGINNING
FOR THIS DESCRIPTION; THENCE, FROM SAID POINT OF BEGINNING ALONG
THE ARC OF A NON-TANGENT 300.00 FOOT RADIUS CURVE TO THE RIGHT,
FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 720 43' 04" EAST,
THROUGH A CENTRAL ANGLE OF 150 52' 38" AN ARC DISTANCE OF 83.13
FEET !TO A POINT ON THE NORTHERN LINE OF SAID CERTAIN PARCEL OF
LAND ,(853 O.R. 83) ; THENCE, ALONG SAID NORTHERN LINE NORTH 890
28' 05" WEST 87.66 FEET TO THE NORTHWESTERN CORNER OF SAID CERTAIN
PARCEL OF LAND; THENCE, ALONG THE WESTERN LINE THEREOF SOUTH 050
21 ' 44" WEST 64.91 FEET TO A POINT WHICH LIES WESTERLY OF AND
100.00 FOOT DISTANT MEASURED RADIALLY FROM SAID 300.00 FOOT RADIUS ,
CURVE', TO THE RIGHT; THENCE ALONG THE ARC OF A 400.00 FOOT RADIUS
CURVETO .THE LEFT, FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH
790 4'5' 06" EAST, THROUGH A CENTRAL ANGLE OF 020 29' 03" AN ARC
DISTANCE OF 17.34 FEET TO A POINT ON THE SOUTHERN LINE OF SAID
CERTAIN PARCEL OF LAND; THENCE, ALONG SAID SOUTHERN LINE SOUTH
890 28' 05" EAST 103.71 FEET TO THE POINT OF BEGINNING AND
CONTAINING 7817.5 SQUARE FEET OF LAND MORE OR LESS.
I
I
i
i
i
r
I
P
i
i
NEW=BY-AUDWrAssoc..W.
I
DC7 2 81985
I
R-37
0
F�
o
c�
w vrd
wo
r
W uuo
ILI 'e
v
��..,,,�...,.�- a• -e�• "fib ��
6
S ~ �
o
� W» Z • 4
�} Y
Y /r•,
00
d
W �
u�
09 4 / o
� •.a• o•Mn �, W a 'C
3 a
\ OAK
a
t
V
Y
EXHIBIT F
Recording Requested By, and
When Recorded Mail To:
i
GRANT DEED
CONTRA COSTA REDEVELOPMENT AGENCY, a public body,
corporate and politic, herein called "Grantor" , acting to
carry out a redevelopment plan under the Community
Redevelopment Law of California, hereby grants to 505 Oak Road
Associates, an Illinois limited partnership, herein called
"Grantee, " the real property situated in the County of Contra
Costa, State of California, more particularly described in
Exhibit A attached hereto, hereinafter referred to as the
"Property;" .
SUBJECT, however, to easements of record, the Pleasant
Hill BARTiStation Area Redevelopment Plan, hereinafter called
the "Plan" which is dated and was adopted by Ordinance No. 84-
30 of the. Contra Costa County Board of Supervisors on July 10,
1984 and recorded at Book 11896, Page 123 Official Records of
Contra Costa County, and is incorporated and made a part of
this Grant Deed with the same force and effect as though set
forth in full herein, and the Disposition and Development
Agreement by and between Grantor and Grantee, dated
, 1985 , and recorded in the Official
Records of Contra Costa County on the same date as this Grant
Deed, hereinafter referred to as the "Agreement" , which
Agreement is incorporated and made a part of this Grant Deed
with the same force and effect as though set forth in full
herein, and the certain conditions, covenants and restrictions
as follows:
1 . (a) Grantee covenants and agrees for itself, and its
successors and assigns to or of the Property that the Grantee
and such successors and assigns shall promptly begin and
diligently prosecute to completion the redevelopment of the
Property 'through the construction of the improvements thereon
provided to be constructed in the Agreement, hereinafter
referred to as the "Improvements" , and that such construction
shall be commenced and completed within the times provided in
the Agreement. It is intended and agreed that the foregoing
agreements and covenants shall be covenants running with the
land and that they shall, in any event, and without regard to
technical classification or designation, legal or otherwise,
and except only as otherwise specifically provided in this
Grant Deed itself, be, to the fullest extent permitted by law
and equity, binding for the benefit of the Grantor; the
foregoing agreements and covenants shall be enforceable to the
extent provided herein by the Grantor against the Grantee and
-Fl-
I
its successors and ssigns to or of the Propew or any
interest therein, and the foregoing agreements and covenants
may be waived or amended by the Grantor.
(b) Promptly after completion of the Improvements on the
Property 'in accordance with the provisions of the Agreement,
Grantor will furnish Grantee with an appropriate instrument so
certifying, which shall be in a form for recordation in Contra
Costa County. Such certification by this Grantor shall be a
conclusive determination of satisfaction and termination of
the agreements and covenants in the Agreement and in this
Grant Deed, but only with respect to the obligations of
Grantee, its successors and assigns, to develop the Property
and the dates for the beginning and completion thereof.
2 . (a) Grantee herein covenants by and for itself, its
successors and assigns that:
, (i) The Property shall be devoted to, and only to and
in accordance with, the uses specified in the Plan
and the Agreement;
(ii) There shall be no discrimination against or
segregation of a person or of a group of persons on
` account of race, color, creed, religion, sex, sexual
orientation, marital status, ancestry or national
, origin in the sale, lease, sublease, transfer, use,
` occupancy, tenure or enjoyment of the Property nor
shall the grantee or any person claiming under or
, through the grantee 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. The foregoing covenant shall run with the
' land; and
, (iii) In the sale, lease or occupancy of the
Property, Grantee shall not effect or execute any
agreement, lease, conveyance or other instrument
, whereby the Property, or any part thereof, is
restricted upon the basis of race, color, creed,
religion, sex, sexual orientation, marital status,
ancestry, or national origin. Grantee, its
successors and assigns, shall comply with all state
, and local laws, in effect from time to time,
' prohibiting discrimination or segregation by reason
of race, color, creed, religion, sex, sexual
orientation, marital status, ancestry, or national
origin;
(iv) Grantee shall maintain the Property,
improvements, landscaping and any other appurtenances
subject to public view that may from time to time be
-F2-
i
placed the eon, regardless of style, ascription or
classification, in a manner that is in keeping with
I
he Plan. In the event that there arises at any time
prior to the expiration of the Plan a condition in
contravention of the above-stated maintenance
standard, then upon the conclusion of a thirty day
period following written notice by the Grantor to
Grantee, its successors or assigns to cure the same,
and following notice to •Grantee, its successors and
assigns, and a hearing before Agency members, if
requested by Grantee, its successors or assigns, the
Grantor has the right to perform all acts necessary
to cure such a condition, or to take other recourse
at law or equity the Grantor may then have in curing
such condition, all as set forth in the Agreement.
(b) It is intended and agreed that the agreements and
covenants provided in this Section 2 shall be covenants
running with the land. In any event, and without regard to
technical' classification or designation, legal or otherwise,
specifically provided in this Grant Deed, clauses 2a (i) ,
2a (ii) , and 2a (iii) shall be, to the fullest extent permitted
by law and equity, binding for the benefit and in favor of and
enforceable by Grantor, its successors and assigns, any
successor{ in interest to the Grantee of the Property or any
part thereof, and the owner of any other land (or of any
interest in such land) in the Pleasant Hill BART Station Area
Redevelopment Project Area which is subject to the land use
requirements and. restrictions of the Plan, against the
Grantee, its successors and assigns to or of the Property or
any part thereof or any interest therein, and any party in
possession or occupancy of or any part thereof. In any event,
and without regard to technical classification or designation,
legal or 'otherwise, specifically provided in this Grant Deed,
clause 2aFjiv) shall be, to the fullest extent permitted by law
and equity, binding for the benefit and in favor of and
enforceable by Grantor, its successors and assigns against the
Grantee, iits successors and assigns to or of the Property or
any partthereof or any interest therein and any party in
possession or occupancy of any part thereof. It is further
intendedjand agreed that the agreements and covenants provided
in clause's 2a (i) and 2a(iv) hereof shall remain in effect
until the termination of the Plan and thereafter until the
Contra Costa County Redevelopment Agency by resolution and
after a public hearing shall terminate the restrictions;
provided; however, that the restrictive covenants contained in
clauses 2a (ii) and 2a (iii) hereof shall remain in full force
and effect without limitations as to time.
(c) 1In amplification, and not in restriction, of the
provisions of subsection 2 (b) above, it is intended and agreed
that thelGrantor shall be deemed a beneficiary of the
agreements and covenants provided in subsection (a) of this
section both for and in its own right and also for the
i
i
-F3-
_ f _
i�
purposes if protect ng the interests of the coqkunity and the
other parties, public or private, in whose favor or for whose
benefit such agreements and covenants have been provided.
Such agreements and covenants shall run in favor of Grantor
for the entire period during which such agreements and
covenantsishall be in force and effect, without regard to
whether Grantor has at any time been, remains, or is an owner
of any land or interest therein to, or in favor of, which such ,
agreements and covenants relate. Grantor shall have the
right, in the event of any breach of any such agreement or
covenant,! to exercise all the rights and remedies, and to
maintain 'any actions at law or suits in equity or other proper
proceedings to enforce the curing of such breach of agreement
or covenant, to which it or other beneficiaries of such
agreements or covenant may be entitled, either by operation of
the afore Agreement or by operation of law or in equity.
(d) Subject always to the provisions of the Agreement,
Grantor shall have the right to institute such actions or
proceedings as it may deem desirable for effectuating the
purposes of Section 2 above; provided, that any delay by the
Grantor in instituting or prosecuting any such actions or
proceedings or otherwise asserting its rights under Section 2
shall not operate as a waiver of such rights or deprive it or
limit its rights in any way (it being the intent of this
provision that Grantor should not be constrained so as to
avoid the risk of being deprived of or limited to the exercise
of the remedies provided in Section 2 because of concepts of
waiver, laches or others) to exercise such remedy at a time
when it may still hope otherwise to resolve the problems
created by the default involved, nor shall any waiver in fact
made by Grantor with respect to any specific default by
Grantee under Section 2 be considered or treated as a waiver
of the rights of Grantor with respect to any other defaults by
Grantee under this section or with respect to the particular
default except to the extent specifically waived.
3. jOnly the Grantor, its successors and assigns and the
Grantee, rits successors and assigns, shall have the right to
consent and agree to changes or to eliminate in whole or in
part any ?of the covenants contained in this Grant Deed, to
subject the Property to additional covenants, easements, or
other restrictions, or to consent and agree to changes in the
Plan as they apply to the Property. For purposes of this
section, successors and assigns of Grantee shall be defined to
include only those parties who hold all or any part of the
Property in fee title, and not to include a tenant, lessee,
easementiholder, licensee, mortgagee, trustee, beneficiary
under deed of trust or any other person or entity having an
interest!' less than a fee in the Property.
,
hh
4. `None of the provisions of this Grant Deed are
intended` to or do abrogate any of the rights of mortgagees set
forth inthe Agreement.
-F4-
5. The term "Mortgage" as used herein shall be deemed to
include "Deed of Trust" . The word "Grantee" as used herein
shall include a corporation and/or a partnership and shall
include the plural as well as the singular. Words used in the
masculine gender include the feminine.
IN WITNESS WHEREOF, the parties hereto have executed this •,,
Grant Deed this _ day of , 198_.
GRANTOR:
CONTRA COSTA REDEVELOPMENT AGENCY
Il
f By
i
r
(Type Name and Title)
GRANTEE:
505 OAK ROAD ASSOCIATES, an Illinois
p limited partnership
f
BY
(Type Name and Title)
By
(Type Name and Title
#019/A15301
. I.
I'
i
i
i
I
f
-F5-
i
• T.11b:
THE REDEVELOPMENT AGENCY OF CONTRA COSTA. 000NTY, CALIFORNIA
Adopted this Order on December 17 1985 , by the following vote:
AYES: Supervisors Powers, Schroder, McPeak, Torlakson and Fanden
NOES: None
ABSENT: None
ABSTAIN: None
SUBJECT: Resolution No. RA 85-21 .
Approval of a DDA between the Redevelopment Agency and
505 Oak Road Associates, Pleasant Hill BART Station
Area Redevelopment Project.
It .is the intent of tYe Redevelopment Agency to enter into a.
Disposition and Development Agreement (DDA) :.with -- 505 Oak
Road Associates, as the designated developer of _ Specific
Plan Development Area 9 in the Pleasant Hill BART' Station
Area Redevelopment Project. The purpose of the DDA is to .
provide for:
1 . The conveyance of Redevelopment Agency owned
property to the developer to complete the assembly
of Area 9.
21. The conveyance of developer owned property to the
Agency for realignment of "Oak Road.
In Accordance with California Community Redevelopment Law
(Health and Safety Code Section 33433 ) the Agency has
prepared a Summary Report on the DDA; the Summary Report and
the DDA have been made available for public inspection; and,
the Agency and Board of Supervisors have held a duly noticed
public hearing to consider the DDA.
The Redevelopment Agency finds that the DDA is in the best
interest of the County and the Agency, - and is necessary for
implementation of the Pleasant Hill BART Station Area
Redevelopment Plan.
Therefore, the Redevelopment Agency hereby resolves that:
1. That certain Disposition and Development Agreement
between the LAgency and 505 Oak Road Associates,
attached hereto and incorporated herein by this
reference, affecting property designated as
Specific Plan Development Area 9 in the Pleasant
Hill BART Station Area Redevelopment Project, is
hereby approved; and
2. The Executive Director or his designee is
authorized to execute -the DDA and such other
documents as may be reasonably necessary to carry
out its terms and provisions.
hereby Cantfy that tf�iw�a t/V��d�iQ�ti�i�74
an action taka:Z arid o;,t3.ed on the minutes of the
Reftwelopment A \elwy on the date shown.
cc: Distribution via Redevelopment ATTESirfm. ... ``� /-"71 /-1 g s
Agency PIAL BATCHELOR,Agency Secretary
By Deputy
Resolution No. RA 85-21
k
1
DISPOSITION AND T.Kf TELOPr`2�v-T
Gly.EEMENT
r .
BY c` BETWEEN
' ';.' T 4J2vT''_<A COS'A s}EDEC LLOZ MEN W11GEtiC
AND
505 OAK ROAD MOCIATES
•
—1—
i
Talhle of Contents •
f
1 , 0 ZU V. I .,OP:.NT OF TL's`; PROPERTY . . . . . . . . . . . . . 3
1 . 1 Leve"1-`JLJI. int Plan. • . . • . . • • • . . . . • 3
I
l .I
GWo-un;-'% .._anA Use Approvals . . . . . . . . . . . . . 3
1 , 3 uilding i
P•,
I
. r •
1 . ' . . ' . . . . . . . . . . . . 5
I
t_._-
.. .._ r .. J --_".s �;.- ...Q 1_..,-L:A. f'iC4A1C'.gemetlr System. . . . n .
f
2 .
0 ,'.Ap,
iiiS OF PROPERTY. . . . . . . . . . . . . . . . G
2 . 1 C;'i?r•:. _nt Conf__ghra''sion of Property. . . 6
t
I
2 . 3 i?caica- c"on Parcels Owned by Developer. . . 7
2 . 4 future Configuration of :.he Pyaperty. . . . . . 7
I'
J . V D_t.J.:l'f.E-_^.l.On OF YR.OTE1`TJT • . . . . • . . . . r • . • • 7
I
3 . 1
f
bale 7 v 1•' Q if
4
i
p
3 . 2 Purchase Price . . . . . . . . • . . • . . . . . . 8
I
j
3 . 3 ~ � Y ^ lof Purchase Price. . . . . . . . . . . • . 8
I
3 . 4 u' ewc t 1on by Developer. . 8
f
i
`i
3 . 5 DLdicc:tiC31 :. _e. . •
3.. Chen ing
Escrow.. . . ' a
. 7 Close of E-,-,crow. . . . . . . . . . . . . . . . .
.9
Cor:.ditic-1 o:� 'Pitle. . . 10
. 9 C c)-:L7s ra and Closing . . . . . . .
/- C:' 1"IPROVEME-�1i 7 . . . . . 11
i,
i
1 " _r .� ort r 4airs . 12
i
2 CIF !. :E=. ?n Cor,,.str1?CL_C:. C_f it?'tDiOVeTici?ic . .. 12
i
01 . . . . . . 1 s
I
l
_ . J rim �.C'� �',�:.. UiltraCtCi �: 13
r
I
l
i
on. . . . . . . . . . . . I _
ofC�?1�.�:i;:'t� "-
i
. . . . . .. . . . 15
:_`c AFTER CC?•IST;!=:j:±_CG`:_q
1 A ppli.c,:_b11ity. . . . . . . . . . . . . . . . 15
i.
. 2 U�c. . . . . . . . . . . . . . . . . . . . . 16
I
5 . 3 Maintenance. .. . . . . . . . . . . . . . . . 15
i .
I
i
I
t � �4
P%a .to 17 f�mauage in H11 Subse,went Keds , Leases
I
- f ,
6. 1 QlIhancse: 01-11\7 -P"-a-sua-i: To '3r,z:ee.rrient. . . . . 19
h
t
6 . 2 p C'U�1.:_ T'.gEcJ nst Trans -e-z of-, P ."ol:'F�?:"t i6-d
h
i
h . :L_Vii.. - .1. C.'+,. P i _
f.
6 . '1 r `-'�" "`o .)C�._..,.'i: VEcn-' '.1:_..31 0�:' .`:' =trT:..`_r? 23
i
- P
R
�,. i
� i
ip
f '
6 . i) . . . . . . . . . . 24
6
l
. . . . • • . . . . . . . 24
L
t:i•. . I'`J T _ Ll.i_t . . . 24
P . 3 F .u1-t of i'i.Jc_y1_:_ . . .. . . . 25
f
r t r r. INANC i � 2
1 . 0 sl �,uuz2� � r�JA7��..zi�:� ���T�, .. �c���r_� c�, �ivLnrl �•• . 10
9. 1 NIII``o Encuumbrances Except ox D:--elc'niilent Pu-,,-r-osr s . 29
I
9 . 2 bolder Not Obligated t.o :.'or_stru.ct-. . . . . . . . 30
I
l
.,Otic of
S1 . 3 Skit and 2i;ht to Cure. 30
9A Q..'_.1urz c Holder to Complete Improvements .
9 .5 Richt. of Agency to Cure. . . . . . . . . . . . . 32
Y . 6 Qght of Agency to Satisfy Other Liens 33
10 .O GENERkl PROVISIONS . . . . . .. . . . . . . . . . . 33
. 10 . 1 Notices , Demands and Communications . . . . . . 33
10 . 2 'Conflict of intarests . . . . . . . . . . . . 34
10 . 3 Von-Liability of Agency Officials, Employees ald
Agents
10 . 5 lisspecuion of Locks ana
10 . 1 Qvislon Not Merged with Deeds . . . . . . . . 37
I
1017 !Title of Panto and Sections . . . . . . . . . 37
ic . s j1d Harmless A . . . . . . 58
10 . 9 Wability insuranca . . . . . . . . . . . . . V 39
10 . 101 Rights and Remedies Cumulative . . . . . . . . 39
10 . 111 Real Estate Cormissions . . . . . . . . .. . . 40
10 . 12 � Applicable Law . . . . . . . . . . . . . . . . 40
10 . 13 ' Severability . . . . . . . . . . . . . . . . 40
a` 10 . 14 '
Legal lkfxons . . . . . . . . . •. . . . . . 40
10 . 15 Binding upon Successors . . . . . . . . . . . 41
10 ..16 Parties Not Co-Venturers . . . . . . . . . . . .41
10 . 17 Warran.ties . . . .. . . . . . . . . . . . . . . 41
10 . 18 If ince o_ the Essence . . . . . . . . . . . . . 42
l0 . 19 �.c�_,.: lete Understanding of the . . . . 42
i
-v-
4p15POS iTIOi'd AND DEVELOPME O
AGiEEMENi'
This Agree.,ent is made tris day of
1985, by and : e -;,eE":n the CONTY1A COSTA COUN'Fle`_Z RLDEVELOPMENT
Tl=?'?ICY "E�Ge11C'17�� ) and 50 Oak. Road R.ssoclu.te a , an Illinois
pa.ri:.nership { "Deve loper") with reference to the
f(Qllow_L._g facts:
1 , Ac SII- h ... dc,t;t.cl the Pl,�asant 3�i11 BART Station
Area Re eve _c'i-, 1. :. _ _cn (th- "Red `delopiTle'1"i: Plan" ' , recolded
FJ- Boo'1•: 1lt�. , paae 123 , OlTicial Records of Contra Costa
C01in4y, lel c-rder to provide for t-he redeve-lopm,,ant. of .he
governed b-a th.e P lar ("Pro j ac,.. 221.rea" ) .
2 . llt.,_toper is the c,Nile-r of certain real property
located w" _tl,ln ther'to]e "� f�Aea. Pursu nt to file ' s
s
rules ro_` c�;_�er part �ai:ioi�.., Ac�i ;icy has selected %)eveloper ..
4o
redevelop *Deaper ' proper:i�� a.::ic� CeZ tu7.n other Peal
property _n the P _ jest A;:,:--a whit-1 the Ag,,nc11 oT:n he real
prop.rty owned by Developer toget er N.•t tIi t'De re-al property
the "P:�o_„r '� and is
owne:l by the Agency is rec-..:cl.ea to as - ),^ ry � C
more particularly described in the attached ,,_"riibit A. A map
of the Proper-t-y showing ownership of various parcels
comprising the Property at the t_L ci execution c-IL this
Agreement is attached hereto as Exhib:i.t A-1 .
}
� . Devel.c - Psires �o redevelop the P erty and the
Vv
Agenic- ha.s deerniined that Developer has the requisite skills
aric. c a.pab1i14 ies to develop the Property.
THEREFORE, Agency and Developer agree as follows :
i
f
se%cticn 1.00 : DEVELOPMENT OF THE PROPERTY
1 . 0:1 Denel.opment Plan.
i
Prior to Execution of this Agreement Developer .;u-mitted
to the f,cenCy and by execution of this Agreement the Agency
approvest .g Development Plan attached hereas Ex bi"G Fi,
which,e1.f,elop mens Plan provides for develc,Dmen1_ on r.ibe
Property ci an office building of approximately 100 , 000 --oss
.. 4
... square fe .t *vTi-h parking facilities . The development to be
j .
constr.uctad on the Property, is referred to as the
Improvemen-s .
i
1 . 02 Co.i-_ty Land Use Approvals.
Developer shall apply to the County of Contra Costa for
final' plc�nned unit development approval for the Improvements
and all other permits and approvals necessary for the
;
construction of the Improvements in accordance with the
schedule attached hereto as Exhibit C and shall thereafter
i
diligently pursue. and obtain issuance of such permits or
Y
-3-
approvals. The Agency agrees to cooperate wit the Developer
oh'- such h approva ; _ from the Count-Y of Co'?,.,-L-.,ra Costa,
and agrees tc execute s-Lz-.h docwiients and- instrument-s and
provide such information 4 as is reuu-ired by ths 'Coun-I'C-y of
Contra Costa *as part o:L' perAftit and approval prOCE.SS .
Within torte h,,.-Lrid,T d 118r,) days of thp 6.a-Le on vT'., '' ch
all the County 'Land use ap .)rovals, referre?. to in SeCtion 1 . 02
ab,e,ve have been Developer .:;hall ap-,.-)l,,;- to Cc;un-':v Of':
Con-'L-_-r1,7:-;. Costa for a building pe-mit for constLruc-,C.` on -he
!rirc,ve)7t1er.-!_s as conter-.f.-)Iated by lChe Deveio;'.,,ment 7)-lan an(5
pee-mits and -ay?T_-)rc--va_1s referre,,3 to in Sec-,'.--ic:-A .1 . 02 a"n�r)-,7e, and
C
k-rL and d o b-�C a I`n SS U 11,
Pha.11 theroafter dilig -1y p-,-,rsu-.a 5-dclh
P
1 04 F i n a n c
At t1r1e. time Develo4,er applieE fo--,- a bu-ilding p:_-,rnit
pursuant to Section 1 . 03 above, Deve1-,-,.per shall
reasonable evidence of construction financ-inq for the
- Improvements in writing to the Agency for approval. Such.
evidence may Include, but is not tc), evidence 6:!'-'
Developer,' s firm equity cormmitments to construction of the
.L-V1tjC)_
proposed- iin�rovements and/or a 'Letter from an ins+-_ aal
lender advising the Agency that it has examined the
-4-
s
Developer ' � iii2�I]�'_ capacity to construct -to proposed
:��proveri"gent, , is atisf::.eC :he Developer ha.s the ai lity to do
t
so an-d- that tile 1e_.cie? ilas agreed to make the loan or lcans
necessary to construct, same , subject to customary and usual
preconditions . he Agency shall either apprcve or disapprove
the evid6ncf o :,:inGncil g in w::"ting within t :er_cy-one 121)
?ays o c e i p _, F_nd" , if r.,ot app_o77ed or c.'..sapprcvcd ill that
i
pergod, nci1 �sv--C e;. e shall btu deemed a�nr`�ved. The ?cency
.I
s!'-lai l it `tjocd is t th! a^i-Drove the evidence of f1.j1r_?1C4 ilC; ? . i t
.. -
ne= _s thr rcL i r e---R er „ o F phis Section 1 . 04 , and shall nL)
f
i2n easonc1i-,J_y' T+v__ '}h01% Wil.:-ch ap ?r oval. Ii evluence O'f �.�_.anc1.i"g
I
is C!is .p,!=cved by the Agency , Develope_ 4 i3_+- , w--,;- _hi.n ninety
t S.-0 -- _c o % submit =e—,T: sed evide';Ce. o_: f- nanCiti;C�
i
• 4'.'il .L i` t%r�ia r•cv:.'--:sea evil- cif iir_ar.�.cir_q is -disapproved by
�1T Tiis 1.,:greemen -_ ma_' .r�i tetm`i na -a s �.. �` 1
teL, pun ua_ to i'_e
prc -isi c.:11� of sect-lon 8 .O-'f below. 7,ge cy shall keep
D'�.v C)-3 a, ' S inrorTR tion strictly ccn rid.en-t.ia.l .
i
i
De 1oT::: r shall _- ei,-_)ca-1e all occupants and businesses
i -
r"rom t-�e 'P:coperty to the extent legally .required and legally
possible : 111 relocating such occupants and business,
Developer shall provide the relocation assistance pursuant to
Government Code Sections 7260 et. seq. to the extent such
assistance is legally required to be given. In providing such
assistance where legally required, Developer shall utilize the
i
-5-
i
i
i
serl7ices of a roll tion consultant approved Apthe Agency.
To t "ie e:,-:tent the Agency is legzll-j responsible for relocation
of any cccupaats and/or_ businesses from the Property
(ir:cluding occup":n_s x,,ho moved from the Property p for to thb
i__ate of this A�re einem) , Develope_ s1-fall pay the cosi: of S't`c 1a
relocation .
1 . 06 Transportation I`!anaCE'iT?en"t S_�% '?il.
Dave,ioper , or ti.e occupants o t.i',e Property after
(:eve'Lopnient by Deveib )er, shall CC :ply with anv and all
re LLu'.-eluents of the Transportation Managcment Svs':c'iil
in Area. Uevelo e.:' may, as, a -mtaa_is of sa<tl.`fyinq
Deve?loDc" s Obligation to com-r,)Iv with the '):'MS< .becor:e a membe+ :
Of any fr} ; ZfG ; or h , hC'elnaJ ; e i .Lcma_ J.
fo Iriz-d -IL-a..coordl.nate admin-stration cf the TMS in the Project
Area. .
Section 200 : STATUS OF PROPEn"'Y.
. . 01 Current Configuration of Pro'✓sr v
._
Exhibit D a=:.tached hereto and incorporated herein shows a
map of the Property and certain adjoining land and indicates
the configuration and ownership of relevant parcels at the
time of execution of this Agreement. Specific parcels
referred to this Section 200 are shown in Exhibit D. -
-6-
2 . 02 Prcpert1- O;aned by Acencv.
As of th-e date of execution of this Agreement, the Agency
owns Parcel , as shown o_l Ex+.kbit D and described in Exhibit D-'
l (the "AQency =arcel" ) , which. Agency Parcel is neeeded by
Dev`•lorer "Co xedleveio iChe Property pursuant to the terms of
2 . 03De"dicN��s_,_n Parce_s Owne.a _ De-,>"elo-or.
rl:1ate of execu'r J_o".il of this Ac;rez:ment, Pev6lopeer
a-i . j as shown on E�>h.ib_it D anti described in
E_''_h '.fit D-2 (L1_?P "per C C tion Parcels" ) , @7h'Ch Dec:ica1-ion
Parcels are. needed ;nV E.ge-kcy fo':- road and dralnaae- purposes .
�rrir _1 ura;�.l� of the Prcerty.
�J..l o
'1 ib-Lt . t-i--ached hereto and incorporated herein shows a
it a—p Of LL-e r'.'_'int r tV andi cer':a n ad-oi n.'_ng land and indicates
'`hc! 1Pl mined C_'O'i'fiG"C?ration and ownership of relevant parcels as
t,. y
will er.'_:,t after the Agency and Developer convey their
:E?a c`ls rursuan`t: to this Agreement. Exhibit E also indicates
parcels that may be conveyed at a future date by Developer to
A-
gency pursuGlL to Section 700 of this Agreement.
Section 300 : DISPOSITION OF PROPERTY
-7-
A , O •
3 . 01 Sale and Purchase.
No later than thirty days from the date of execution of
. this' Agreement, the A( ercy shall sell to Developer, and the
Developer shall purchase from the F..gency, the Agency Parcel
pursuant to the terms, covenants, and conditions of this
Agreement.
3 . 02 Purchase Price
4
_. TIie Purchase Price for the Agency Parcel shall be
nine`.y= si.f thousand sixty-two dollars ($96 , 062: 00) .
3 G' 'avri.ient cf Purchase Price.
The Purchase Price shall be paid to the Agency by the
Developer at close of escrow.
3 . 011 Ded?_cation b-,r Developer.
Simultaneous with the purchase by Developer of the
Agency Parcel, Developer shall convey to Agency the Dedication
Parcels pursuant to the terms, covenants, and conditions of
this Agreement
3 . 05 Dedication Fee.
-8-
Siinulta.neous with the purchase of the Agency Parcel,
Developer ,-hall pay to Agency a dedication fee in the amount
of eighty thousand twenty-seven dollars ($20 , 027 . 00) to
reimbuhise: Agency for a. portlon of the Agency cost in obtaining
celtc ,M ?'i`li'i of way parcels necessary for road and drainage
0G O: e' i.n%: Escrow.
To tYja purc..uase and transfer of -he Agency
Parcel the oil Parcels the Parties shall upon
e_-:eC'Ui.'..Oi} O.� t ''. .c i�Qri e:t1,_n estatli_sh an escrow W4 t-11-1 a title
ally aaea b la -to Aaencv and Developer. T:-e Parties shall
c� 0.71d C.C=I.t.l.,rf_ " al.L 47r itten instruct.' ons t0 that
to accoIlTt ]_iSrl the teyln:: hereof, so 1 .Ihg as such
are coiisistenz w i t h this Agreement.
. 0 /I C_CS' C', ;�SCYGv:
T1.h� :•1J0'TC'--I:' 11t�OriE.0 escrow shall close wit h'.I'i thirty (30)
day-::7 of exe-cu't"_on of this Agreement. Upon the close of
escrow, the Agency shall convey the Agency Parcel to Developer
bj, Grana Dona s't:;,.stantia_Ily in the form shown on the attached
Exhibit F incorporated herein ("Deed") . Simultaneous with the
agency' s conveyance of the Agency Parcel, Developer shall
convey the Dedication. Parcels to Agency by grant deed. The
_a_
o
parties understand and agree that the Agency Po cel and the
Do0,icati_on .l�'.::.rcels shall be accepted by th=. Deveioper and the
1 Ji c??1l�iP, respec-iVel-%, 1n ar, tt �5�' condition and tric:t the
�—,nveying party shall in no way be resnonsibl.e for demolition,
si'L.e preparation or an,,,- other removal or replacement of
ii-!,•-,:r-ovements crr st c: - r.)ar_cels .
. C'>�' Condi.-'- cn O " Title.
Upon! clo:,... Or rz„ci:ow, the Agency Pa=cel arr1 th..
aica.t_ In 11-aLc .l-o .:1-:_ll. bEs 'free and clear o all l -ens
enc m--rc noes , c.'-Cit.Its and c0:).d i tibhs , r1g'1tS of Occupancy or .
os e- s--on exce.pt"
I.
-LIj":- .0 S 'iT1cnt , CC:nta:_t1C?:s an6 effect of t'ie
I
?1an as such plan then exists or is there�ft:ar
tQ tiP1L a.-, F
i
f
b.ui_ldi ng and zoning lays and ,,ecgulations;
(c) -ne ::rovisicais of this A regiment•
(d) any lien for current ;axes and assessments or taxes
and assess.ent:z accruing subsequent to recordation of the
Dc_ed; j
I
f
i
I
i
(e; conditions , covenants , r_estrictions , �sements and
assessments as provi-aed in +-h-L-- Agree_nent or as otherwise
approved by the Agency or Dev--lover, as applicable.
3 . 09 Costs of Escrc,T,.7 and CLcsiD'..
v or__it 'ca__�s j i_ any, pay
ahl.c with re:_r.'ect to the
A ei-. v Pa3"cel and the T .6J!.,c;_: =--OT', P_�rCeIS shall be prorated a5
i
o f t:ie Cai..e c... CO:I'',''C:_i' r, c . 1' p _'_en os_ any .bond or c_ssessm',nt
I
orl the 0 genry Parce=l sh_LI_ Des.sumed by D�veluper and.
I
a +S S�.,iiE.I7G )a; �?.:D` o the con sh.a.l.)_ ._ _ '}):_C_ ..'� c'G'. u G elle di �.(
O:` CC n,. YaIIce, The -li,c. 1 o'�' amv bon" or ;; Se_s_s`cient on t ie
T-arcC Is SI--all be assumed iJ tll'?e Agency and
1
a slflC'T'its pa*,'3,.Zt.. 'i..7- -- G:l shn).1-11 be as of` 'Che date
Of G'C .; ir'y.=n ''?? .. C iso;.:?. S;�d1_L ea?_ .`:1 c t oL t1 1"
•l_nS'.11"a 1Ct' +v.._ _ t."S 1=Lr,.aLiC;!7 ia:i-tY. i;i:. to t.iiE' ,7c�:CE.1S 1.t
acquires r,ur Sur an t<. :o th J E, y,g: e crr; ..t. Each par-'-,., sha;.l ray al.:l
transfer '�.c`'=,.: ? ��lic }-i).� -o l:.il : acels the t at is
transf.erririg. �:'..l of?:ler costs Gf escrow (includ: n. the cot
• of title ''coiiipi.ny ciocu}(uer`,- nrep. .r ation 'i:lci recordation fees as
to all pal-1-cels 'C::c?' S r"U and the fee of ascrcw hc.10.er) , : f
any, shaI be pa?,I one_ ha I by D :�Zlelope - and one-hE.!f by
I
kgenCy. �Tr1E'_ C054S h�C :_me by ,^velop=„r ,lirsuccant to this Section
i
3 . 09 are in a.ddi-Lion to th-, P-a-rcl ase Prica fFor th` Agency
Parcel.
Section 400 : CON S'Ti:iJCTION OF :.i•ill ROVE.°:F,`.
i
P
I
•-11-
i. O •
4 . 01' Construction Pursuant to Plans.
Unless modified by operation o,- Section 4 . 02 , the
i:mp_;cvements shall be constructed in accordance with the
Deve.'_oD,i,.i nt P lc.n and the terms and conditions of the County of
Contra Cost-a ` s land use permiits and approvals and building
;"iicluding any variances granted.
x: . 02 Chance in Construction of Improvements .
if the Developer desires to rtiar1-e any change in the
!??-�z:7JE.;1C?iZ'CS [ }7._Cf1 51117] e_ntially increaSzes or decreases their
s?Z;e or char. ;c:5 ti:L'3 " L Si'_ ; the �e�':to?Jer shall uUbM4 t the
r,:c e::eco cna.rg to -heAgency zo_ .�s approval. If the
IF^p'Fi ,rz_'TR�'f3'tS r .
as .modif E'U. by .a:riv such pronosed Change, will ,
• confc- n to 'the _-e ?v.in
�r.emets of this Fgreeivient and the
Redeye 10:mu'r,t. Plan, tie Agency shall approve the chancre by
noy_ing the Developer in writing.
Ur_iess• �:) _CDosFd change is rejected by the Agency
withi:: fourteen (14) day S , it shall be deemed approved. I f .
rejected within such time period , the previously approved
Construction dans s1hall continue to remain in full force and
• effect. In the event the Agency rejects a proposed change in
the ImJlrovements , such .rejection shall be accompanied by a
written explanation for such rejection.
M1,,_
4 . 03 Con-mercemen-L: of Imrrovemients .
I
TheiDeveloper for itself, its successors and assigns
covenants and agrees to continence construction of the
Improvements in acco:.danc with the Schea' 1e shown in Exhibit
r "
I
4 . 04 Completion G-F the Irn )rovemn y-,.ts
I
i
The DeveloT,er, fC_ ltsel: , its successors and a`: signs , he2.'t_'!Dy
COv: -
n,:7 nts an(3. �:, rees diligently to p oseclL CtC to COmpJ_e t`cn -he
C7P.Sti1Ct1011 CY the I:IAJrOve:i1E11tS (i.e. CUiiii�l=."ta4011
of all
constriction except cons`Cru ctic)n .of* tenant '•'t'n'.r-oveIllents)
i •
within E-'.'.,h-Lzeer. (18) m0:[ _is fol-lowing t1'!r'� da-e o'
ccnmenc._men'� of construction.
L
�r • 05 Dj.=elo a to Contract til?t ,,.-) ta,
}
Contractors .
Developer shall enter into. contracts ifor the
i
construction of the Improvements with reps_ tztble con-_ractors .
r
4 . 06 Equal Opportunity.
t
During the construction• of the Improvements there shall
be no discrimination on the basis of ;:ace, color, creed,
i
i
-13-
i
'religion, sex, sex* orientation, marit.al stns, national
oricin or; ancestry in the hiring, firing, promoting or
• demoting of any person engaged - in tyre construction work.
Moreover, Developer, by and through its construction
contractor, shall give prefarence, to the extent practicable,
for employment to those individuals residing within the
geographical area governed by the Redevelopment Pl.an, as
dictated by relevant State Law.
4 . 07. Cer_ti ic;Ete O CG!''}Plr_tJ,OTI.
Prorptly alter letion of the Improvements in
accord-a ice wi'-!i t�:t1S_ �7rovi.sions O` t.i:J- t:�Z'Etl'1C i rElciLing
solely to. ti,.J ob'_igat ions of Develops__ to n.-- -ruct the
Improvements (: nc7_ ci�.1r, the* dates for ..begi.r_nl_ng and completion
thereof) , -he L.ggency ;.3.11 1]zovlde- ln instrC?T!e__"1'i SO cert-.1Lying.
. -Dr the purroses Gf i-his Sacticn. 4 07 , ' co-m-pl.e_ion shall occur
upon completion of the building shall (completion of all.
cons tructi On e=_:yy construct?on of tee ant improvements� or
''ssuancO of a ce---i:;_ficate of occl paricy, whichever occurs
first, for all buildings included in the Improvements . Such
•
certification shall be conclusive c.ct-rrn;:ination that the
covenants in this Agreement with respect to -the obligations of
-Developer, its successors and assigns, to construct the
Improvements and the dates for the beginning and completion
thereof have been met. Such certification shall be in such
form as will enable it to be recorded among the official
-14-
i
� Y f Psta
records o,f Contra County. Such certifi0ion and
0
determination shall not constitute evidence of compliance with
i
or satisfdction of any obligation of Developer to any holder
of deed of trust securing money loaned to finance the
Improvements or any part thereof and shall not be deemed a
notice ofjcompl_etion under the California Civil Code.
4 . 0$; Construction Bonds .
I
Prior to the commencement of construction of the
I
Y
Improvements , the Developer shall deliver to the Agency copies
of labor and material bonds and performance bonds issued by a
reputable, insurance company licensed to do business in
California, in a sum each of not less than one hundred percent
{10bi) o-F the scheduled cost -of-.co;zstructiop. Such bonds
shall nme the Agency as co-obligee. In lieu of such bonds
I .
the Developer may submit such other guarantees satisfactory to
the Agency including but not limited to a corporate completion
I
guaranteein a form and from a guarantor acceptable to Agency.
. If the Developer' s construction lender does not require such
bonds or guarantees because of the financial strength of
Developer; or Developer' s contractor, the Developer need not
obtain them and submit them to the Agency.
j -
Section 5100 : GENERAL REQUIP.EMENTS AFTER CONSTRUCTION
k
5. 011 Applicability.
I
-15-
The -Developer, for itself, its successors and assigns
agrees that upon the completion of the. Improvements the
conditions set forth in this Section 500 ehall apply.
5 . 02 Use.
r
Developer, for itself, its successors and assigns hereby
i
agrees -that the Property and Improvements will be used in
accordance with the Redevelopment Plan so long as that Plan
has not expired.
i
5 . 03 Idaintenance.
4
Developer, for itself, its s .ccessors and assic-ns he?-.eb�-
I _ _
agrees that the portion' of the Property that is subject to
pu : li cview (includi.r.g all improvements from time to time
erected thereon, including paving, walkways , landscaping and
I
ornamentation) shall be maintained in good rejair and in
neat, clean and orderly condition.
In the even` that there arises at any time prior to the
expiration of the Redevelopment Plan a condition in
i
contraveiition of the above maintenance standard, then upon the
conclusion of a thirty (30) day period following written
notice by the Agency to Developer, its successors or assigns,
to cure the same, the Agency after notice to Developer and, at
i
i
-16-
I
I
Developer ' s request',' a hearing before the Ager members,
shall have the right to perform all acts necessary to cure
r
such a condition, or to take other recourse at law or equity
the Agency may then have and to receive from Developer, its
successors or assigns the Agency' s cost in taking such
action.
,The Parties hereto further mutually understand and
agree that the rights conferred upon the Agency expressly
include the right to enforce or establish a lien or other
enc,ombran�ce against the Property. The foregoing provisions
shall be 'a covenant running with the land until expiration of
the - RedeveloDment Plan, enforceable by the Agency, its
successors and assigns .
Th.e Parties agree that upon such expiration of the
.. I
Redeve-_o;it;c-nt Plan,- the Parties will execute and record in the
U .offal %?ecorc-s of the County of Contra Costra a release of
1-11 provii ions of Section 5. 03 . The Agency and the Developer
hereby agree to do those things reasonably necessary to
prepare , E:.xecute and deliver for recording those documents and
instruments necessary to effect such release.
i
5. 04 Mandatory Language in All Subsequent Deeds,
r
teases and Contracts .
i
All ;deeds , leases or contracts made or entered into by
Developer,, its successors or assigns, as to any portion of the
Property shall contain therein the following language:
E
-17-
i
(a) In Deeds
"Grantee herein covenants by and for itself, its
successors and assigns that there shall be no
discrimination against or segregation of a person or of a
group of persons on account of race, color, creed,
religion, sex, sexual orientation, marital status ,
national origin or ancestry in the sale, lease, sublease,
transfer, use , occupancy, tenure or enjowment of the
property herein conveyed nor shall the grantee or any
person claiming under or through the grantee establish or
permit any such practice or practices of discrimination
or segregation with reference to the selection, location,
numner , use or occupancy of tenants , lessees , subtenants ,
suu'essees or vendees in the property herein conveyed.
Theforegoing covenant shall run with the land" .
r
(b) ; In Leases:
"The lessee herein covenants by and for the lessee and
lessee ` s heirs , personal representatives and assigns and
all persons claiming under the lessee or through -the
lessee that this lease is made subject to the condition
that there shall be no discrimination against or
segregation of any person or of a group of persons on
account of race, color, creed, religion, sex, sexual
orientation, marital status, national origin or ancestry
. in the leasing, subleasing, transferring, use , occupancy,
tenure or -enjoyment*.,of the land herein leased nor shall
the' J_essee or any person claming under or through the
lessee establish or permit any such j#actice o.r practices
oi .discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants ,
lessees, sublessees, subtenants, or vendees in .the- rand
herein leased" .
I
(c) f In Contracts:
"There stall be no discrimination against or segregation
of any person or group of persons on account of race ,
color, creed, religion, sex, sexual orientation, marital
status , national origin or ancestry 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"..
Section 600 : CHANGES IN DEVELOPER
-18-
h
i
L• '
6 . 01 Chang Only Pursuant To This Agement.
Thelqualifications , experience and expertise of Developer
and its partners are of particular concern to the Agency. It
is because of' these qualifications, experience and expertise
that the ;Agen.cy has entered into this Agreement. No voluntary
f
or involuntary successor in interest to Developer shall
acquire a y •zights or powers under this Agreement, except as
herein<<fter provided.
6 . U? Prohibitation Ac?ainst Transfer of Property and
__,t of AaEeement
Pr.i or to the recordation by the'•.F.gency of a Certificate
of om1lotion of the I?'aprcvemcntg'; the Developer shall not,
except as permitted ,by thas Agreement, voluntarily or
r _ly make any ,totdl or partial sale, transfer,
conveyance, assignment or lease , of the whole or any part of
i
the Prop6rty or the buildings or structures. Notwithstanding
the foreaoirg, this Section 6 . 02 shall not apply to (i) any
transfer ' of the Propei=ty subsequent to the recordation of a
Certificate of Completion with respect to the Improvements
called for by this Agreement to be erected on the Property, or
(ii) any total or partial sale, transfer, conveyance,
assignment or lease of the whole or any part of the Property
. ..or the buildings or structures on such .Property, to any
subsidiary? parent or affiliate, partnership or corporation
i
i
G
-19-
O
which is more than 50% owned or controlled byDeveloper or by
Jaymont Holdings , Inc. ; neither shall the prohibition
contained in this Section 6 . 02 be deemed to prevent the
granting ,bf temporary easements or permits to facilitate the
development of the property., th,- leasing or preleasing of
space in the proposed buildings or structures prior to a
Certificate of Completion being issued, or a sale-leaseback
transaction approved by the Agency pursuant to Section 1 . 04 ,
:whereby the Property is sold and then -leased back .by Developer
for a period• of not less than ti<enty-five (25) years.
Any proposed transferee of the Property, or any portion
thereof , prior to the recordation of a Certificate of
Completion nor the Improvements to Ile construe ped on the
Property shall h.av? .the qualifications and financial.
responsibility necessary and adequate .as .may be reasonably
deL:e;-mined bl- the Agency to fulfill the obligations undertaken
in this Agreement by the Developer. Any transferee, by
' instrume.rit in writing satisfactory .to the Agency and in form
recordable among the land records, for itself and its
successors and assigns , and for the benefit of the Agency
shall expressly assume all of the obligations of the Developer
under this Agreement relating to the Property involved and
agree to be subject to all the conditions and restrictions to
which the Developer is subject. There shall be submitted to
the Agency for review all instruments and other legal
documents proposed to effect any such transfer; and if
-20-
approved ' (if approval be required hereby) by Re Agency its
approval shall be indicated to the Developer in writing. The
Agency shall not unreasonably withhold approval of a transfer
.of the Property. In the event the Agency withholds approval
• of a transfer, the Agency shall promptly inform Developer in
writing of the reasons the approval was withheld.
In the event that, in violation of the provisions of this
Agreement, the Developer does sell, transfer, convey, lease or
assign all or any part of the Property or the buildings,
structures or other improvements thereon prior to the
recordation of the Certificate of Completion for the
Improvements to be constructed on the Property, the Agency
shall be entitled to iaicre.ase •the purchase price paid by the
Developer for thie" Agency Parcel by the aft-nount that the portion
of the considekat':i.on paSabl .to' -tie Developer for such
assignment or transfer which is allocable on a square foot
basis .-.to the Agency Parcel is in excess of the sum of (a) the
Purchase Price paid by the Developer to Agency for the Agency
.Varcel and (b) the costs of subsequent improvements and
development of the Property, includ-Lng carrying charges ,
interests and fees, transfer_ taxes, real estate taxes ,
assessments and commissions , escrow fees and costs related
thereto, as allocated on a square foot basis to the Agency
parcel. The consideration payable for such assignment or
transfer to the extent it is in excess of the amount so
autharized, shLll belong and be paid to the Agency and until
-21-
e •
so paid , �the Agency shall have a lien on such property in
questionand any part involved for such amount.
In the absence of specific written agreement by the
Agency, no such transfer, . assignment -or approval by the Agency
shall bedeemed to relieve the Developer or any other party
from anycbligations under this Agreement.
After filing, a Certificate of Completion, no approval
i
under . this Agreement is needed as to any transfer, sale or
assignment o-` the Property.
The provisions of this Section 6 . 02 have been agreed upon
i
'so as to ;�-qiscourag-e land speculation by Developer without
performanceby Develgper under this Agreement; accordingly
these provisions shall be given a ,lieral interpretation to
accomplish that end.
-
6 . 03 Prohibition on Transfer of Partnership
Interes-'L-s .
Prior to recordation of the Certificate of Completion, no
owner of ;Developer, including limited partners of Developer,
shall sell its interest in Developer without the prior written
approval :of the, Agency, provided that this Section 6 . 03 shall
not apply to the sale of any interest in Developer to any '
subsidiary, parent or affiliate, partnership or corporation
i
-22-
i
o •
'which is more than fifty percent (50%) owned or controlled by
Developers. For the purpose of this Section 6 . 03 , an owner
shall be considered any person or entity owning directly or .
indirectly twenty-five percent (25%) or more of the ownership .
interest in Developer.
' 6 . 04' Transfers to Joint Ventures or Partnerships .
I
Notwithstanding the provisions of 'Sections 6 . 01 and 6 . 02,
j
Developermay assign its rights under this Agreement or
transfer the Property to a join-IC venture or partnership if the
joint venture or partnership agrees in writing with the Agency
r . .
to assume all of Developer' s obligations under this Agreement,
Developer directly owns at leas-t fifty percent (50%) of such
joi.nt .venture 'or partnefship, and Developer retains primary
responsibility for. development of the Property.
Section 700 : LAS JUNTAS WAY PROPERTY RECONFIGURATION
1
7 . 011 Applicability.
The !Developer, for itself, its successors and assigns
agrees to, comply with the conditions set forth in this Section
700 in the event the Specific Plan for the Pleasant Hill BART
Station Area is amended to allow Las Juntas Way to remain a
i
through street and meet the Oak Road Extension.
i
f
-23-
7 . 02 Street Dedication.
I
2.n the event that the Specific Plan is amended as set
forth in Section 7 . 01 above, Developer shall convey to Agency ,
r
or its designee Parcels 0, L and M as shown on Exhibit E for
road and 'frontage use. Said parcels shall be conveyed by
grant deed, free and clear of all liens , encumbrances and
clouds on' title, except for the matters listed in Section
3 . 08 , upon thirty (30) days written notice by Agency that said
parcels are reasonably needed to construct road and drainage
improvements. The Parties understand and agree that the
F
parcels shall be adcepted by the Agency or its designee in an
"as is" condition and that the Developer shall in no way 'be
responsible for demolition, site preparatlen, or any other
removal or placement of improvements thereon.
Section. 8;00 : REMEDIES
I
8 . 01 General Remedies
During the development of the Improvements, and prior to
the issuance of a Certificate of Completion for such
Improvements, Sections 8 . 02 through 8 . 05 shall govern the
Parties ' remedies for breach or failure of the Agreement.
i
8 . 02' No Fault of Parties.
-24-
' I
i
The following events constitute a basis a Party to
terminate this Agreement without the fault of the other:
i
(a) !The Developer, despite good faith and diligent
I
!efforts, is unable to obtain all permits or approvals
; from the County of Contra Costa necessary to
construct the Improvements substantially in
accordance with the Development Plan approved by the
!Agency; or
(b) !7'he Agency, despite good faith and diligent efforts ,
is unable to convey the Agency Parcel or portions
' thereof to Developer.
' Upon the.- happening of either of'the above-described
events , and• at the election 'of"!Either Party, this Agreement
-may be terminated. Termination shall be effected by the
terminating Party giving written notice to the other Party of .
termination and the reason (s) therefore. After termination,
neither Party shall have any rights against or liability to - .
the other under this Agreement.
i
i
8 . 03 Fault of Agency.
Except as to events constituting a basis for termination
under Section 8. 02'(b) , the -following events each constitute a
l
basis for Developer to take action against the Agency:
i
I
-25-
i -
(a) lExcept as is provided in Section 8 . 02 (b) , the Agency
i
fails to convey -the Agency .Parcel within the manner
and form herein called for and the Developer is
;prepared to transfer the Dedication Parcels to the
Agency and is otherwise entitled by this Agreement to
conveyance of the Agency Parcel;, or
(b) The Agency breaches any other material provisions of
;this Agreement.
Upon the happening of either of the above-described
• events , the Developer sKall first notify the Agency in writing
of its purported breach or failure, giving the Agency sixty
(60�. days from receipt of such* notice to cure such breach or
failure. !In the event Agency does not then so cure within said
sixty days , then the Developer thereafter shall have the right
I
to terminate this Agreement, and any other rights afforded it
by law or in equity, including actions for damages or specific
performance.
i
8 . 04; Fault of Developer.
Except as to events constituting a basis for termination
under Section 8. 02 (a) , the following events each constitute a
basis for the Agency to take action aga4.nst the Developer:
e
-26-
(a) The Developer does not meet the condtions or
requirements of Section 1. 02 through 1 . 07 of this
!Agreement within the times set forth in those
sections;
t
(b) The Developer •is not prepared to convey the
• t
' Dedication Parcels to the Agency within the time
;period and under such terms as herein called for; or
(c) The Developer refuses for any reason to accept
,conveyance from the Agency of the Agency Parcel
within the time period and under such terms as herein
'called for; or
(d) !The Developer constructs or attempts to construct the
• iImprovemepts in violation of Section 4. 01 ; or
i
(e) Subject to the -provisions of Section 10 . 04 , the
;Developer, fails to commence construction of the
i
'Improvements or to complete same within the time
4
• limits set forth in this Agreement; or
_. .(f) 'Subject to the provisions of Section 10 .04 the
Developer, abandons or suspends construction of the
:Improvements for a period of sixty (60) days after
!written notice by the Agency of such abandonment or
suspension; or
I -27-
I
i
O r
I
(g) The Developer voluntarily or involuntarily assigns,
or transfers this Agreement or any rights herein, or
in the Property, except as permitted by this
Agreement; or
(h) Developer fails to tender any amount it is required
to pay pursuant to Section 3 . 03 or 3. 05; or.
(i) Developer fails to obtain Agency approval of its '
evidence of financing within the time provided in
Section 1 . 04 ; or
(j) The Developer breaches any other material provision
of this Agreement.
Uponthe happening of any -df the above-described events,
. .the Agency shall first notify the Developer in writing of its
purportedfbreach, failure or act above described, giving the
Developer sixty (60) days from receipt of such notice to cure,
or, if cure cannot be accomplished within said sixty (60)
days , to commence to cure such breach, failure, or act„ In
the event, Developer does not then so cure within said sixty
days, or 'commence to cure within said sixty (60) days and cure
-
within a 'reasonable time thereafter, the Agency therafter
shall have the right to terminate this Agreement, and any
other rights afforded it by law or in equity including but not
i
-28-
+ limited t;oactionsor damages , specific erfo mance, or
� pP
P
condemnatlion. In the event that Agency gains possession of
the Property, Developer at the request of the Agency, shall
deliver to the Agency copies of any construction plans in
Developer' s possession, or to which Developer is entitled, for
development of the Improvements on the Property.
Section 9,00 : SECURITY FINANCING AND RIGHTS OF HOLDERS
i
9 . 01' No Encumbrances Except for Development Purposes .
Notwithstanding any other provision of this Agreement,
j
mortgagesiand deeds of trust, or any other reasonable method
of security,. are permitted to be _placed upon the Property
before a Certificate of Completion has been issued by the- ,.
Agency relevant to the Property, but only for the purpose of
securing. loans of funds to be used for financing the
acquisition of the Property, the design, construction of the
Improvements on the Property and any other expenditures •
necessary', -arid. appttopriate to develop the Property under this
Agreement, aid costs and expenses incurred or to be incurred
by the Developer in furtherance of 'this Agreement. Prior to
commencement of the construction of the Improvements on the
Property, ithe Developer shall promptly notify the Agency of
any mortgage, deed of trust, sale and lease-back or other
financing, conveyance, encumbrance or lien that has been or
-29-
i
will be created or attached to the relevant Property. The
i
words "mortgage" and "deed of trust" as used herein include
all other appropriate modes of financing real estate
I .
acquisition, construction, and land development.
i
9 . 02 Holder Not Obligated to Construct.
The holder of any mortgage, deed of trust or other
security interest authorized by this Agreement is not
obligated to construct or complete any improvements or to
r
guarantee such construction or completion; nor shall any
covenantior any other provision in conveyances from the Agency
to Developer evidencing the realty comprising the Property or
any part thereof be construed'so to obligate such holder..
Rowever, nothing in this .Agreement shall be deemed to
construEr„ permit 'or authorize any such holder to devote the
Propertyior any portion thereof to any uses , or to construct
i
any improvements thereon, other than 'those uses or
improvements provided for or authorized 'bythis Agreement.
9 . 03 Notice of Default and Right to Cure.
I
Whenever the Agency pursuant to its rights set forth in
Section 8i 00 of this Agreement delivers any notice or demand to
the Developer with respect to the commencement, completion, or
cessation in the construction of improvements , the Agency
shall at )the same time deliver td each -holder of record of any *
i
i
-30-
mortgage,jdeed of trust or other security interest authorized
by this Agreement and creating a lien upon that Property or
any portion thereof a copy of such notice or demand. Each
such holder shall (insofar as the rights of the Agency are
concerned) have the right, but not the obligation, at its ,
option, within ninety (90) days after .the receipt of the
notice, to cure or remedy or commence to cure or remedy any
such default or 'breach affecting the Property which is subject
to the lien of the deed of trust or mortgage held by such
holder and to add the cost thereof to the security interest ,
debt and the lien on its security interest. Nothing contained
-in this Agreement shall be deemed to. permit or authorize such
holder to` undertake or continue the construction or completion '
.: of'. the Improvements (beyond the extent necessary to conserve
or protect such improvements yor construction already made)
without first having expressly assumed in writing the
�Developerj' s' opligations to the Agency relating to such
Improvements under this Agreement. The holder in that. event
must agree to complete, in the manner provided in this
-Agreement', the Improvements to which the lien or title of such
holder relates, and submit evidence .satisfactor.y. to the Agency
that it has the qualification and financial responsibility
necessary, to perform such obligations . Any such holder
properly completing such improvements pursuant to this
paragraph shall assume all rights and obligations of Developer
under this Agreement and shall be entitled, upon written
I
-31-
I
i
i.
request made to the Agency, to a Certificate of Completion
from the Agency.
i
9 . 04; Failure of Holder to Complete Improvements.
i
In any case where, six months after default by the
Developer; in completion of construction of improvements under
this Agreement, the holder of record or any mortgage, deed of
trust or other security interest creating a lien or
encumbrance upon the Property, having first exercised its
option to! construct, has not proceeded diligently with
.construction, the Agency shall be afforded those rights
'against such holder. it would otherwise have against Developer
under thils Agreement.
9 .05; Right of Agency to Cure.
i
i
In the event of a default or breach by the Developer of a
mortgage, deed of trust or other security instrument prior to
the completion of development, and the holder has not
exercised its option to. complete the development called for on
the Property, the Agency may cure the default, prior to the
_ completion of any foreclosure. In such event the Agency shall
be entitled to reimbursement from the Developer of all costs
and expen.'ses incurred by the Agency in curing the default.
The Agency shall also be entitled to a lien upon the relevant
Property or any portion thereof to the extent of such costs
I
i
i
j -32-
0 0
and disbursements . Any such lien shall be subject to
mortgages, deeds of trust or other security instruments
executed for the sole purpose of obtaining funds to purchase
and develop the Property as authorized herein.
9 .06. Right of Agency to Satisfy Other Liens
After the conveyance of title to .the Property or . any
portion thereof and prior to the recordation of a Certificate
of Completion and after the Developer has' had a reasonable
time to challenge, cure or satisfy any liens or encumbrances
on the Property or any portion thereof, the Agency shall. have
the right to satisfy any such lien or encumbrances , provided,
however, that nothing in this Agreement shall require the
Developer to pay or make provision for the payment of any tax, _
:Assessment, lien or- charge so long as the Developer in good
faith shall contest the .validity or amount therein and so long
as such delay in payment shall not subject the Property or any
portion thereof to forfeiture or sale .
Section 1000 : GENERAL PROVISIONS
The following are the General Provisions of this
Agreement:
10 . 01 Notices , Demands and Communications
-33-
b
Formal notices , demands, and communications between the
Agency and the Developer shall be sufficiently given if and
shall not' be deemed given unless dispatched by registered or
certified! mail, postage prepaid, return receipt requested or
delivered personally, to the principal office of the Agency
and the Developer as follows:
{
Agency:
,Contra Costa County Redevelopment Agency
Administration Bldg. , 4th Flr. North Wing
'651 Pine Street
Martinez , CA 94553
Attn: Thomas A. Progen, Redevelopment Director
Developer:
X505 Oak Road Associates
c/o Jaymont Properties, Inc.
..
12700 Ygnacio Valley Road, Suite 200
r
Walnut Creek, CA 94598
i
I
Such! written notices , demands and communications may be
sent in the same manner to such other addresses as the
affected 'party may from time to time designate by -mail as
provided in this Section 10 . 01 .
10 .02 Conflict of Interests
i
-34-
i
No member, ' official or employee of the Agency shall make
any- decision relating to the Agreement which affects his or
her .personal interests or the interests of any corporation, .
partnership or association in which he is directly or
indirectly interested.
10 .03 Non-Liability of Agency Officials , Employees
and Agents
i
No member, official, employee or agent of the Agency or
i
the County of Contra Costa shall be personally liable to the
'Developer, or any successor in interest, in the event of any
default or breach by the Agency or for any amount which may
become'.due to the Developer or successor or on any obligation
under the terms "of this Agreement.
10 .04 Enforced Delav
i
, In addition to specific provisions of this Agreement,
performance by either party hereunder shall not be deemed to
- be in default where delays or defaults are due to war;
i
insurrection; strives; lock-outs; riots; floods; earthquakes;
fires; casualties; acts of God; acts of the public enemy;
i .
epidemics; quarantine restrictions; freight embargoes; lack of
transportation; governmental restrictions or priority;
litigation (including suits filed by third parties concerning
or arising out of this Agreement) ; weather or soils conditions
i'
i
i
-35-
j
i
f
I
which, in the opinion of the Developerr's contractor, will
necessitate delays; inability to secure necessary labor,
materials or tools; delays of any contractor, sub-contractor
i
or supplier; acts of the other party; acts or failure to act
or any public or governmental agency or entity (other than the
acts or failure to act of the Agency) ; or any other causes
(other than lack of funds of Developer or Developer' s
inability to lease or sell the Improvements) beyond the
control or without the fault of the party claiming an
extension of time to perform. An extension of time for any
cause will be deemed granted if notice by the party claiming
such extension is sent to the other within ten (10) days from
the commencement of the cause and such extension of time is
not rejected in writing by the other party within ten (10) '
days of receipt of the notice. Times of performance under
E
-this Agreement may also be extended in writing by the Agency
and -the Develpper. In addition to the extensions of time that
may be granted above, Agency shall automatically grant
Developer, at Developer' s written request (which request shall
i
be accompanied by an explanation by Developer of the reason
such an extension is necessary) , an extension not to exceed
one-year .on the final completion date contained in Exhibit C
i
attached hereto. Intermediate dates for the application for
building permits and the beginning of construction shall be
adjusted accordingly upon granting of the request for
i
extension of time for final completion.
f
A
i
-36-
10 . 65 Inspection of Books and Records
The Agency has the right at all reasonable times to
inspect on a, confidential basis the books, records and all
other documentation of the Developer pertaining to its
obligations under this Agreement, provided that such
inspection shall be limited to the books and records of 505
Oak RoadAssociates, and shall not extend to the books and
records of any other entity with which Developer is
i
affiliated. The Developer also has the right at all
reasonable times to inspect the books, records and all other
documentation .of the Agency pertaining to its obligations
under this Agreement. Said rights of inspection shall
terminate with respect to each phase of the Improvements upon
the issuance of a Certificate of Completion for each phase.
10 . 06 Provision Not Merged with Deeds
i
R
None -of the provisions of this Agreement .are intended to
or shall ;be merged by any Grant Deed transferring title to any
real property the subject of this Agreement from Agency to
Developer or any successor in interest, and any such Grant
Deed shall not be deemed to affect or impair the provisions
and covenants of this Agreement.
j
10 .07 Title of Parts and Sections
i
-37-
Anytitles of the Parts, Sections or Subsections of this
Agreement` are inserted for convenience of reference only and
shall be ,disregarded in constructing or interpreting any part
i
of its provision.
10 . 0,8 Hold Harmless
I .
If any contractor or subcontractor performing work for
the Developer on the Property shall assert any claim against
the Agency on account of any damage alleged to have been ,
caused by reason of acts of negligence of the. Developer or its
construction--contractor, the Developer shall defend at its own
expense any suit based upon such claim; and if any judgment or
}
. chai4ns against the -Agency shall be allowed, the-Developer and
its construgtion contractor shall pay or satisfy such judgment
or claimand pay all costs and expenses in connection
therewith.
i
, In addition, the Developer shall defend the Agency
against any claims or litigations of any nature whatsoever
brought by third parties and directly arising from Developer' s
i
performance Iof its obligations under this Agreement, and in
the event of settlement, compromise or judgment hold the
Agency free and harmless therefrom.
i
TheAgency shall defend the Developer against any claims
or litigation of any nature whatsoever brought by third
i
-38-
v
I
O
parties a,nd directly arising from Agency' s negligent or
wrongfulperformance of its obligations under this Agreement,
i
and in the event of settlement, compromise or judgment hold
the Developer free and harmless therefrom.
i
10 .0,9 Liability Insurance
V "
Developer shall cause to have in full force and effect
I
during tie construction of the Improvements pursuant to this
i
Agreement comprehensive general liability insurance policies
i
affording coverage for bodily injury in the amount of
$500 ,000 .!0O' for ec1ch person and $1 ,000 ,000 .00 for each
occurrence and property damage coverage in the amount .of
$100 ,000. D.O with the Agency named as an additional insured in
such policy. The maintenance -of any such policy by a . .
contractor doing construction work for Developer shall be
acceptable for the purpose of establishing compliance with
this Section by Developer.
10. 10 Rights and Remedies Cumulative
Except as otherwise expressly stated in this Agreement,
the rights and remedies of the parties are cumulative, and the
i
exercise ;or failure to exercise one or more of such rights or
remedies 'by either party shall not preclude the exercise' by
it, at the same time or different times, of any right or
I
I
-39-
f
1 O •
remedy for the same default or any other default by the other
party.
10.11 Real Estate Commissions
Neither Party shall be responsible to the other for any
real estate commissions or brokerage fees which may arise form
this Agreement or otherwise be incurred by the other party.
10. 12 Applicable Law
This Agreement shall be interpreted under and pursuant .
to the laws of the State of California.
10 . 13 Severability .
If any term, provision, covenant or condition of this
AgrTaement' is .held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the
provisions shall continue in full force and effect unless the
rights and obligations of the Parties have been materially
altered or abridged by such invalidation, voiding or
unenforceability.
10 . 14 Legal Actions
i
r
-40-
i
In the event any legal action is commenced to interpret
I
or to enforce the terms of this Agreement or to collect
damages as a result of any breach thereof, the Party
prevailing in any such action shall be entitled to recover
against the Party not prevailing all reasonable attorney' s
. i
fees and costs incurred in such action.
I
i
10 . 15 Binding Upon Successors
• This Agreement shall be binding upon and inure to the
benefit of the heirs , administrators, executors, succespors- in
intere.st ,�and assigns of each- of the parties hereto except that.,
there shall be. no transfer of any, interest by any of the
Parties hereto` except. piirsuant� to the terms of this
Agreement. Any reference iri this Agreement to...a, specifically
'.named party shall be deemed to` apply to any successor, heir,
administrator, executor or assign of such party who has
• acquired !an interest in compliance with the terms of this
i
Agreement, or under law.
10 . 16 Parties Not Co-Venturers
Nothing in this Agreement is intended to or does
t
establish the Parties as partners, co-venturers, or principal
and agent with one another.
i
10. 17 Warranties
•
• -41-
I
f
The Agency expresses no warranty or representation to the
Developer� as to fitness or condition of the property the
subject of this Agreement for the building or construction to
i
be conducted thereon.
10 . 18 Time of the Essence
In all matters under this Agreement, the parties agree
that time! is of-the essence .
10 . 19 Complete Understanding of the Parties
i
This; Agreement is executed in three (3) duplicate
originalsi each of wY-�ich is deemed to-.be an original. This
Agreement and attached Exhibits constitute the entire .
understanding and agreement of the Parties . .
y
WHEREFORE, the Parties have executed this Agreement in
triplicate on or as of the date first above written.
CONTRA COSTA COUNTY
REDEVELOPMENT AGENCY
I
By:
DEVELOPER
505 Oak Road Associates, an Illinois
limited partnership
I
By:
By:
#019/a15301
i
-42-
EXHIBIT "A"
AREA 9
PLEASS HILL B.A.R.T. ASSESSMENT DISTRI
COUNTY OF CONTRA COSTA, STATE OF CALIFORN#
JAYMONT PARCEL
ALL THAT PORTION OF THE RANCHO LAS JUNTAS DESCRIBED AS
FOLLOWS:
COMMENCING AT A POINT MARKING AN ANGLE POINT IN THE NORTHERN
BOUNDARY LINE OF THE BAY AREA RAPID TRANSIT DISTRICT PROPERTY
AS SHOWN AND SO DESIGNATED ON THE MAP ENTITLED "SAN FRANCISCO
BAY! AREA RAPID TRANSIT DISTRICT, RECORD MAP OF RIGHT OF
WAY" FILED IN BOOK 3 OF BART MAPS AT PAGES 1 THROUGH 10
IN THE OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA COUNTY,
SAID ANGLE POINT BEING THE EASTERLY TERMINUS OF THAT CERTAIN
COURSE .DESIGNATED AS N 420 24' 01" E 327.44 ON SAID
w B.A:R.T.D. MAP; THENCE FROM THE SAID POINT OF COMMENCEMENT
(THE BEARINGS OF THIS DESCRIPTION BEING REFERENCED TO THE
CALIFORNIA COORDINATE SYSTEM, ZONE III) ALONG SAID NORTHERN
LINE OF SAID BART PROPERTY, SAID NORTHERN LINE ALSO BEING
THE' SOUTHERN LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED
TO EDWIN J. AND CATHERINE A. YOUNG AS DESCRIBED IN THAT
CERTAIN DEED RECORDED IN BOOK 853 OF OFFICIAL RECORDS AT,
PAGE 63 IN SAID OFFICE OF THE COUNTY RECORDER NORTH 89°
44-P , 55" EAST 61.61 FEET TO THE MOST EASTERN CORNER OF SAID
YOUNG PARCEL AND TO THE POINT OF BEGINNING. OF THE HEREIN
DESCRIBED PARCEL OF LAND; THENCE FROM SAID POINT OF BEGINNING .
SOUTH 17.22 FEET; THENCE WEST 19.29 FEET; THENCE ALONG
THE` ARC OF A TANGENT 200.00 FOOT RADIUS CURVE TO THE LEFT,
THROUGH A .CENTRAL OF 380 02' 141", AN ARC DISTANCE OF 132.78
FEET; THENCE SOUTH 510 57 ' 46" WEST 132.84 FEET; THENCE
ALONG THE ARC OF TANGENT 20.00 FOOT RADIUS CURVE TO THE
RIGHT, THROUGH A CENTRAL ANGLE OF 900 5.1' 58", AN ARC
DISTANCE OF 31.72 FEET TO A POINT OF COMPOUND CURVATURE;
THENCE ALONG.. THE ARC OF A TANGENT 300.00 FOOT RADIUS CURVE
T.0 --THE RIGHT, THROUGH Z .CENTRAD ANGLE OF 380 33' 59" , AN
ARC', DISTANCE OF-, 201.93 FEEH'; THENCE NORTH 010 23' 43" EAST
116.42 FEET; THENCE ALONG THE ARC OF A TANGENT 400.00 FOOT
RADIUS :CURVE .TQ- .THE LEFT, THROUGH A CENTRAL ANGLE OF. 06°
' 241 .53", AN -ARC -DISTANCE 44.78 FEET TO A POINT ON THE
SOUTHERN LINE OF LAS JUNTAS WAY; THENCE ALONG SAID LAS
JUNTAS WAY THE FOLLOWING FIVE (5) COURSES: 1) ALONG THE
ARC: OF A 306.91 FOOT RADIUS CURVE TO THE RIGHT, FROM WHICH
THE CENTER OF SAID CURVE BEAKS SOUTH 030 14 ' 16" WEST,
THROUGH A' CENTRAL ANGLE OF 150 40' 45" AN ARC DISTANCE
OF ,83.99 FEET; 2) SOUTH 660 20' 05" EAST 21.73 FEET; 3)
ALONG THE ARC OF A TANGENT 378.12 FOOT RADIUS CURVE TO
THE; LEFT, THROUGH A CENTRAL ANGLE OF 34° 00' 00", AN ARC
DISTANCE OF 224.38 FEET; 4 ) NORTH 790 39' 55" EAST 20.78
FEET AND 5) ALONG THE ARC OF A TANGENT 266.50 FOOT RADIUS
CURVE TO THE RIGHT, -THROUGH A CENTRAL ANGLE OF 010 10'
27" ,, 'AN ARC DISTANCE OF 5.46 FEET TO A POINT .ON THE EASTERN
LINE OF THAT CERTAIN PARCEL OF LAND . CONVEYED TO JULIUS
DEUBNER AS DESCRIBED IN THAT CERTAIN DEED RECORDED IN BOOK
6285 OF OFFICIAL RECORDS AT PAGE 410 IN SAID OFFICE OF
THE COUNTY RECORDER; THENCE ALONG SAID EASTERN LINE SOUTH
04° ! 54' 55" WEST 129.44 FEET TO THE SOUTHEASTERN CORNER
OF SAID DEUBNER PARCEL; THENCE LEAVING SAID DEUBNER PARCEL
SOUTH 020 24 ' 37" WEST 37.05 FEET TO THE POINT QF BEGINNING
AND 'CONTAINING 83,206 SQUARE FEET OF LAND MORE OR LESS.
G '
i
I
I
t
i
PWMM BY-AUOWr ASW..MC.
OCT[2 81985
A--e4 9
I
a.
t ua
l t w
2
I o
4
W
a.
a X Ir
y9
W a
�pI in i .m>.•: � k
� nmriminrinnn
ti
a
Ir
i l t
Q .q it
W \
d
1 La
s cc O
R° d g 3
j� o c •y '�
4 110
2. --� —, w
Ic
wo �
~ W
G
o �
>Lj llllll � tLi
tv,P W O � W
pZJ n'. CC
W
/ Q uui 0
Q >
d � 0 w w
OAK R G U CC D
v < i r
cr
a �
, a
d
y'
{
I
i
I
Exhibit B
Development Plan
Development Plan to be provided by Jaymont
I
f
i
I:
I
I
.I
r
d
i
f
I
• i -
I
I
f
I
L
I
i
I
I
i
I
7
4
I
i
I,
Exhibit C
Schedule
ACTION FINAL DATE
1 . Close of Escrow for conveyance of 30 days from
Agency Parcel, to Developer, execution of
conveyance of Dedication Parcels to
Agency, and payment of the Dedication
fee pursuant to Section 300 .
2 . Application for Final Planned Unit March 1 , 1986
Development Permit for Improvements
and All other permits and approvals
necessary for construction of
Improvements (except building
permit)
3. Application for Building Permit 180 days from
for Improvements approval of plans
for the Improve-
ments by the
Board
of Supervisors.
4 . . Commence construction of., 60 days after
`-Itpzovements issuance of
.� Building Permit.
5 . Complete construction of 18 months follow-
'Improvements ing commencement
of construction.
i
i
I
i
i
i
I
i
Z
0
Q
i
I LL
' - Z
O
~ w
»A „ z CL
UJ
0
r
c 0.
x LL
W U 0
•moo
1 i i1 w N
\ it n
� � d
s�
'g as
•y •� W ce ti s�A -.
ir
N
x
tai
_ a
s W
K"
"
y
ED
CL
J n, y,» a ti�•n .,. a .,.... J
W
tn
CG
{ `•t� � w co U G.
`7 m_ tG
I w
0 A K RO A 4 G ¢ = �•/ u W
vi
IX
W
Q
I
EXHIBIT D-1
(Parcel A) AGENCY PARCEL
ALL THAT PORTION OF THAT CERTAIN PARCEL. OF LAND CONVEYED
GARFIELD V. AND RUTH HARRIS POLLEY BY DEED RECORDED MAY
13;: 1981, IN THE OFFICE OF THE COUNTY RECORDER OF CONTRA
COSTA COUNTY IN BOOK 10322 OF OFFICIAL RECORDS AT PAGE
764 BEING A PORTION OF THE RANCHO LAS JUNTAS, DESCRIBED
As FOLLOWS;
BEGINNING AT THE SOUTHEASTERN CORNER OF SAID CERTAIN PARCEL
OF :LAND; THENCE, FROM SAID POINT OF BEGINNING, (THE BEARINGS
OF ! THIS DESCRIPTION BEING REFERENCED TO THE CALIFORNIA
COORDINATE SYSTEM, ZONE III) ALONG THE SOUTHERN LINE THEREOF
NORTH 890 28' 05" WEST 13.13 FEET; THENCE, LEAVING SAID
SOUTHERN LINE NORTHERLY ALONG THE ARC OF A 300.00 FOOT
RADIUS CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS NORTH
880i 35' 42" EAST, THROUGH A CENTRAL ANGLE OF 020 48'• 01"
AN iARC DISTANCE OF 14.66 FEET; THENCE, TANGENT TO THE LAST
NAMED CURVE NORTH 010 23' 43" EAST 116.42 FEET; THENCE,
ALONG THE ARC OF A TANGENT 400.00 FOOT RADIUS CURVE TO
THE' LEFT THROUGH A CENTRAL ANGLE OF 060 24' 53" AN ARC
DISTANCE OF 44.78 FEET TO THE SOUTHERN LINE OF THAT CERTAIN
PARCEL OF LAND CONVEYED TO CONTRA COSTA COUNTY BY DEED
RECORDED DECEMBER 11, 1941, IN SAID OFFICE OF THE COUNTY
RECORDER OF CONTRA COSTA COUNTY IN BOOK 654 OF OFFICIAL
RECORDS AT PAGE 81; THENCE, ALONG SAID SOUTHERN LINE (654
O.Ro 81) EASTERLY ALONG THE ARC OF A 306.91 FOOT RADIUS
CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS SOUTH .030
14' 16" WEST, THROUGH A CENTRAL ANGLE OF 04" 59' 41" AN
ARC , DISTANCE OF 26.75 FEET TO THE EASTERN LINE OF SAID
POLLEY PARCEL (10322 O.R. 764) ; THENCE, ALONG SAID EASTERN
LINE SOUTH 04* 54' 5511 WEST 173.87 FEET TO THE POINT OF
BEGINNING AND CONTAINING 3332 SQUARE FEET OF LAND MORE
OR LESS.
ORIN=BY.ALXoLOT ASW..
OCT 2 81985 P-27
(Parcels I J) S EXHIBIT D-2
DEDICATION PARCELS •
ALL THAT PORTION OF THAT CERTAIN PARCEL OF LAND CONVEYED TO EDWIN
J. AND CATHERINE A. YOUNG BY DEED DATED OCTOBER 22, 1945, AND
RECORDED IN BOOK 853 OF OFFICIAL RECORDS AT PAGE 83 IN THE OFFICE
OF THE COUNTY RECORDER OF CONTRA COSTA COUNTY AND BEING A PORTION
OF THE RANCHO LAS JUNTAS DESCRIBED AS FOLLOWS:
COMMENCING AT AN ANGLE POINT IN THE S.F.B.A.R.T.D. RIGHT-OF-WAY
AS SHOWN ON THE MAP ENTITLED "SAN FRANCISCO BAY AREA RAPID TRANSIT
DISTRICT, RECORD MAP OF, RIGHT-OF-WAY, CENTRAL CONTRA COSTA LINE"
FILED IN BOOK 3 OF B.A.R.T. MAPS AT PAGE 1 IN SAID OFFICE OF THE
COUNTY RECORDER SAID POINT OF COMMENCEMENT BEING THE WESTERN TERMINUS
OF THAT CERTAIN COURSE SHOWN AS NORTH 890 42' 36" EAST 315.02 FEET
ON SAID B.A.R.T. MAP; THENCE, FROM SAID POINT OF COMMENCEMENT,
(THE BEARINGS OF THIS DESCRIPTION BEING REFERENCED TO THE CALIFORNIA
COORDINATE SYSTEM ZONE III) ALONG SAID B.A.R.T. RIGHT-OF-WAY SOUTH
420 26' 20" WEST 64.36 FEET TO THE SOUTHERN LINE OF SAID CERTAIN
PARCEL OF LAND (853 O.R. 83) ; THENCE, ALONG SAID SOUTHERN LINE
NORTH 890 28 ' 05" WEST 217.79 FEET TO THE TRUE POINT OF BEGINNING
FOR THIS DESCRIPTION; THENCE, FROM SAID POINT OF BEGINNING ALONG
THE ARC OF A NON-TANGENT 300.00 FOOT RADIUS CURVE TO THE RIGHT,
FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 720 43' 04" EAST, '
THROUGH A CENTRAL ANGLE OF 150 52' 38" AN ARC DISTANCE OF 83.1.3
FEET. TO A POINT ON THE NORTHERN LINE OF SAID CERTAIN PARCEL OF
LAND (853 O.R. 83) ; THENCE, ALONG SAID NORTHERN LINE NORTH 890
28 ' 05" WEST 87.66 FEET TO THE NORTHWESTERN CORNER OF SAID CERTAIN
PARCEL OF LAND; THENCE, ALONG THE WESTERN LINE THEREOF SOUTH 05°
21' 14" WEST 64.91 FEET TO A POINT WHICH LIES WESTERLY OF AND
100.00 FOOT DISTANT MEASURED RADIALLY FROM SAID 300.00 FOOT RADIUS
CURVE' TO THE RIGHT; THENCE ALONG THE ARC. OF A 400.00 FOOT RADIUS
CURVE' TO THE LEFT, FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH
79° 4506" EAST, THROUG H"A CENTRAL ANGLE OF 020 29 ' 03" AN ARC
DISTANCE OF 17.34 FEET TO. A POINT ON THE SOUTHERN LINE OF SAID
CERTAIN PARCEL OF LAND; THENO£> ALONG SAID SOUTHERN LINE SOUTH
890. 28' 05" EAST 103.71 FEET TO THE POINT OF BEGINNING AND
CONTAINING 7817.5 SQUARE FEET OF LAND-MORE OR LESS.
MtW=BY-AUOUOT ASSOC..W.
OCT 2 8 1985
R-37
a
d
I oa
i o w U w
F„ J a
0
L b LU �. o
u+ viu
0
3 1 8s wa
V K
d
co o� 8 a
J� JD • ,`
RA
i ate '
Ki N. a
c .
w� ° 3
n 6 `
M J�
.. • a Q N '� VO '
A
7
• Q 7
.. O W n
• k J e
` • It . H
W w
U
ccJ
~.i
W
J � '1
i cc wo
I `\w
LL)
Q � (LIIl11lIIIIHI� •'
CL
W
Lu
04
Lu Z
LLJ w O
0AK RO A O aQ C] Ln
U
4 a
a
a
EXHIBIT F
Recording Requested By, and
When Recorded Mail To:
GRANT DEED
CONTRA COSTA REDEVELOPMENT AGENCY, a public body,
corporate and politic, herein called "Grantor" , acting to
carry out a redevelopment plan under the Community
Redevelopment Law of California, hereby grants to 505 Oak Road
Associates , an Illinois limited partnership, herein called
"Grantee, " the real property situated in the County of Contra
Costa, State of California, more particularly described in
Exhibit A attached hereto, hereinafter referred to as the
"Property" .
SUBJECT, however, to easements of record, the Pleasant
Hill BART Station Area Redevelopment Plan, hereinafter called
the "Plan" which is dated and was adopted by Ordinance No. 84-
30 of the. Contra Costa County Board of Supervisors on July 10 ,
1984 .and recorded at Book 11896 , Page .123 Official Records of
Contra. Costa. County, and is incorporated and made a--pert of
this Grant Deed with'the ..Same force and effect as though set
forth in"fullherein, position .-and .Development.
and. tbe_ Dis -
Agreement by" and between` Garitor: and Santee :datedt %,:,% -
A
-1985 ,. and recorded Off cialx
Records .o Contra _ Costa.. County on tie- S31ne date a ::thi Grt
Deed., hereinafter referred.: to as :the--"Agreement" ;' whi:dh . '
Agreement: Is incorporated anda,de a-part' of this Grant.Deed
with the same. force_, nd'effect :as ,thougi _set. •forth in. full
:herein, and the.-.c6rtain.conditions, covenants:'-and =restrictions
as follows': .
1 . (a) Grantee covenants and agrees for itself, and its
success.ofs and assigns to or of the Property that the Grantee ,
and such seiccessors and assigns shall promptly begin and
diligently prosecute. to completion the redevelopment-of the
Property through the construction of the improvements thereon
provided to be Constructed in. the Agreement, hereinafter
referred to- as the "Improvements" , and that such construction
shall be commenced and completed within the times .provided in
the Agreement. It is intended and agreed that the foregoing
agreements and covenants shall be covenants running with the
land and that they shall, in any event, and with regard to
technical classification or designation, legal or otherwise,
and except only as otherwise specifically provided in this
Grant Deed ' itself, be, to the fullest extent permitted by law
and equity, binding for the benefit of the Grantor; the
foregoing agreements and covenants shall be enforceable to the .
extent provided herein by the Grantor against the Grantee and
-F1-
its successors and assigns to or of the Propeloy or any
interest therein, and the foregoing agreements and covenants
may be waived or amended by the ,Grantor.
(b) 'Promptly after completion of the Improvements on the
Propertyjin accordance with the provisions of the Agreement,
Grantor will furnish Grantee with an appropriate instrument so
certifying, which shall be in a form for recordation in Contra.,
Costa .County. Such certification by this Grantor shall be a
conclusive determination of satisfaction .and termination of
the agreements and covenants in the Agreement and in this
Grant Deed, but only with respect to the obligations of
Grantee, iits successors and assigns, to develop the Property
and the dates for the beginning and completion thereof.
2 . ' (a) Grantee herein covenants by and for itself, its
successors and assigns that:
(i) The Property shall be devoted to, and only to and
in accordance with, the uses specified in the Plan
!and the Agreement;
l
;(ii) There shall be no discrimination against or
lsegregation of a person or of a group of persons on
:account of race, color, creed, religion, sex, sexual
!or-ientation, marital status, ancestry or national
origin in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the Property nor
shall the grantee or any person claiming under or
through the grantee establish or permit any such
practice or practices of discrimination or
r segregation with reference to the selection,
"location, number, use or occupancy of tenants,
`lessees, subtenants , sublessees or vendees in the
Property. The foregoing covenant shall run with the
;land; and
(iii) In the sale, lease or occupancy of the
Property, Grantee shall not effect or execute any
,agreement, lease, conveyance or other instrument,
whereby the Property, or any part thereof, is
restricted upon the basis of race, color, creed,
religion, sex, sexual orientation, marital status,
ancestry, or national origin. Grantee, its
successors and assigns , shall comply with all state
and local laws, in effect from time to time,
prohibiting discrimination or segregation by reason
of race, color, creed,. religion, sex, sexual
orientation, marital status, ancestry, or national
Origin;
!(iv) Grantee shall maintain the Property,
improvements, landscaping and- any- other appurtenances
subject to public view that may from time to time be
i
-F2-
placed thereon, regardless of style,9escription or
classification, in a manner that is in keeping with
the Plan. In the event that there arises at any time
prior to the expiration of the Plan a condition in
contravention of the above-stated maintenance
standard, then upon the conclusion of a thirty day '
period following written notice by the Grantor to
Grantee, its successors or assigns to cure the same,
and following notice to Grantee, its successors and
assigns , and a hearing before Agency members, if
requested by Grantee, its successors or assigns, the
Grantor has the right to perform all acts necessary
to cure such a condition, of to take other recourse
at law or equity the Grantor may then have in curing
such condition, all as set forth in the Agreement.
(b) It is intended and agreed that the agreements and
covenants provided in this Section 2 shall be covenants
running with the land. In any event, and without regard to
technical classification or designation, legal or otherwise,
specifically provided in this Grant Deed, .clauses 2a (i) ,
2a (ii) , and 2a (iii) shall be, to the fullest extent permitted
• - .by law and equity, binding for the benefit and in favor of and
enforceable by Grantor, its successors and assigns, any .
successor in interest to the Grantee of the Property or any ,
part thereof, and the owner of any other land (or of any
interest in such land) ..in the Pleasant Hill BART Station Area
Redevelopment Project Area which is subject to the land use
requirements and restrictions of the Plan, against the
Grantee, its successors and assigns to or of the. Property or
- any part thereof or; anX interest therein, and any party in
. possession'or- occupancy of or any part •thereof. In any event,
and without regard to technical classification or designation,
legal or otherwise, ._specifically provided in this Grant Deed,
clause .2a(iv). shall be, to the fullest extent permitted by law
and equity, binding for the benefit and in favor of and
enforceable by. Grantor, its successors and assigns against the
Grantee, its successors and assigns to or of the Property or
any part thereof or any interest therein and any party in
possessibn'br occupancy of any part thereof. It is further
intended and agreed that the agreements and covenants provided
in clauses 2a (i) and 2a (iv) hereof shall remain in effect
until the termination of the -Plan and thereafter until the
Contra Costa County Redevelopment Agency by resolution and
after a public hearing shall terminate the restrictions;
provided, however, that the restrictive covenants contained in
clauses 2a(ii) and 2a (iii) hereof shall remain in full force
and effect without limitations as to time.
(c) In amplification, and not in restriction, of the
provisions of subsection 2 (b) above, it is intended and agreed
that the Grantor shall be deemed a beneficiary of the
agreements and covenants provided in subsection (a) - of this '
section both for and in its own right and also for the
-F3-
44
E
purposes of protecting the interests of the community and the
other parties , public or private, in whose favor or for whose
benefit such agreements and covenants have been provided.
Such agreements and covenants shall run in favor of Grantor
for the entire period during which such agreements and
covenants shall be in force and effect, without regard to
whether Grantor has at any time been, remains, or is an owner
of.any land or interest therein to, or in favor of, which such
agreements and covenants relate. Grantor shall have the
right, in the event of any breach of any such agreement or
covenant, to exercise all the rights and remedies, and to
maintain any actions at law or suits in equity or other proper
proceedings to enforce the curing of such breach of agreement
or covenant, to which it or other beneficiaries of such
agreement or covenant may be entitled, either by operation 'of
the aforestated Agreement or by operation of law or in equity.
(d) Subject always to the provisions of the Agreement,
Grantor shall have the right to, institute such actions or
proceedings as it may deem desirable for effectuating the
purposes of Section 2 above; provided, that any delay by the
Grantor in instituting or prosecuting any such actions or
proceedings or otherwise asserting its rights under Section'.2
shall not ,operate as a waiver of such rights or deprive it or
limit its rights in any way (it being.,the intent of this
provision that Grantor should not be constrained so as to
avoid the risk ,of being ,deprived of or limited to 'the .exercise
of the remediesprovided =in Section 2 because of concepts of
waiver, laches ' or-•others) .to exercise such remedy at a time
_. when it may stili hope .otherwisq!. .to resolve the problems
created by. the def cult- TWolved, '.nor shall any waiver in fact
made by Grantgr with respect to any specific default by .
Grantee under Section be- considered or treated as a waiver
of the rights of Grantor with respect to any other defaults by
Grantee under' this section or with respect to the particular
default except to the extent specifically waived.
3 . only the Grantor, its successors and assigns and the
Grantee, its successors and assigns, shall have the right to
consent and agree to changes or to eliminate in whole or in
part any of the covenants contained in this Grant Deed, to
subject the Property to additional covenants, easements, or
other restrictions, or to consent and agree to changes in the
Plan as they apply to the Property. For purposes of this
section, successors and assigns of Grantee shall be defined to
include only those parties who hold all or any part of the
Property in fee title, and not to include a tenant, lessee,
easement holder, licensees mortgagee, trustee, beneficiary
under deed of trust or any other person or entity having an
interest less than a fee in the Property.
4 . None of the provisions of this Grant Deed are
intended to or do abrogate any of the rights of mortgagees set
forth in the Agreement.
-F4-
5. The term "Mortgage" as used herein shall be deemed to
include "Deed of Trust" . The word "Grantee" as used herein
shall include a corporation and/or a partnership and shall
include the plural as well as the singular. Words used in the
masculine gender include the feminine.
IN WITNESS WHEREOF, the parties hereto have executed this,,
Grant Deed this day of 198 .
GRANTOR:
CONTRA COSTA REDEVELOPMENT AGENCY
BY
(Type Name and Title)
GRANTEE:
505 OAK ROAD ASSOCIATES, an Illinois
limited partnership
By
(Type Name and .Title)
By
(Type Name and Title
#019/AI5301
-F5-