HomeMy WebLinkAboutMINUTES - 10122010 - D.3RECOMMENDATION(S):
1. CONSIDER whether to APPROVE the purchase of approximately 2.8 acres of land
located at 13613 and 13577 San Pablo Avenue, San Pablo, California (the “Property”),
from the Redevelopment Agency of the City of San Pablo (“Redevelopment Agency”), at a
price of $3,861,444, and on what terms, pursuant to a Disposition and Development
Agreement (“DDA”); AUTHORIZE the County Administrator, or designee, to execute the
DDA on behalf of the County, and ACCEPT the Grant Deed from the Redevelopment
Agency for the purchase of the Property.
2. APPROVE payment in the amount of $3,861,444 for the purchase of the Property, and
AUTHORIZE the Auditor-Controller to issue a check in the amount of $425,000 payable to
the Redevelopment Agency of the City of San Pablo, 13831 San Pablo Avenue, San Pablo,
California, 94806 and a check in the amount of $3,436,444 payable to Chicago Title
Company, 1646 N. California Blvd., Suite 106, Walnut Creek, California 94596, their
Escrow Nos. 10-38608549 and 10-38608553, Attn: Laurie Balding-Smith, (925) 288-8300
(“Title Company”) to be forwarded to the Real Property Division of Public Works for
delivery.
APPROVE OTHER
RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
Action of Board On: 10/12/2010 APPROVED AS RECOMMENDED OTHER
Clerks Notes:
VOTE OF SUPERVISORS
AYE:John Gioia, District I Supervisor
Gayle B. Uilkema, District II
Supervisor
Mary N. Piepho, District III
Supervisor
Susan A. Bonilla, District IV
Supervisor
Federal D. Glover, District V
Supervisor
Contact: PATRICK GODLEY
(925) 957-5400
I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the
Board of Supervisors on the date shown.
ATTESTED: October 12, 2010
David J. Twa, County Administrator and Clerk of the Board of Supervisors
By: JULIE ENEA, Deputy
cc: Asst City Mgr, San Pablo, Conservation & Development Dept, Health Services Dept, Health Services Dept - Finance, County Administrator, County
Counsel 1, County Counsel 2, Auditor-Controller
D.3
To:Board of Supervisors
From:William Walker, M.D., Health Services Director
Date:October 12, 2010
Contra
Costa
County
Subject:NOTICE OF INTENTION TO PURCHASE THE WEST COUNTY HEALTH CENTER
3. FIND the Mitigated Negative Declaration prepared
RECOMMENDATION(S): (CONT'D)
for the project to be adequate for purposes of compliance with the California
Environmental Quality Act (CEQA), and ADOPT the Mitigated Negative Declaration
and the Mitigation Monitoring and Reporting Program.
4. DIRECT the Department of Conservation and Development to post the Notice of
Determination with the County Clerk, and DIRECT the Health Services Department to
pay the filing fee to the County Clerk for posting the Notice of Determination.
FISCAL IMPACT:
Full funding for the property acquisition and the construction of the West County Health
Center will be made from a combination of federal grant revenues and bond financing.
BACKGROUND:
I. CEQA DETERMINATION
As determined by the Initial Study, the mitigation measures identified in the Initial Study
will reduce the project impacts on the environment to a less than significant level.
Therefore, staff recommends that the Board find that the Mitigated Negative Declaration
prepared for the project is adequate for the purposes of CEQA, and adopt the Mitigated
Negative Declaration and the Mitigated Monitoring and Reporting Program.
II. HISTORY OF THE PROJECT
The Richmond Health Center is in need of total replacement. Its functional design reflects
an outmoded approach to the delivery of healthcare. The Health Services Department, in
conjunction with the General Services Department, has reviewed a variety of options
over the last ten years to address these deficiencies. Options reviewed included (1)
remodeling on the existing site, (2) rebuilding on the existing site, and (3) rebuilding
elsewhere in Richmond (multiple locations were evaluated). All of these options proved
to be either too costly or politically not acceptable.
On August 6, 2009, on short notice and under considerable pressure of time, the Health
Services Department submitted a proposal to the federal Health Resources and Services
Administration (HRSA) for the maximum funding available, $12 million, under the
Recovery Act Facilities Investment Program grant opportunity. On December 9, 2009,
the County learned that it had been awarded the only grant of this size in California, and
one of only six of this size nationwide. The grant requires that the facility be constructed
and occupied within a two-year time period.
With first-hand knowledge of the County's site issues, and the desire to have the health
center resources and jobs located in the City of San Pablo, the Redevelopment Agency of
the City of San Pablo has offered to sell to the County 2.8 acres to build the West County
Health Center in the City’s Redevelopment area.
On August 10, 2010, the Board of Supervisors approved a Notice of Intention to
Purchase Real Property (“NOI”) that set October 5, 2010, at 10:00 a.m., in the Board’s
chambers, as the date and time for the Board to meet to consummate the purchase of the
Property described in Exhibit “A” to the NOI. The NOI was published in the Contra
Costa Times pursuant to Government Code section 6063. The NOI indicated that the
purchase price for the property would be $3,600,000. However, subsequent to the
publication of the NOI, the negotiated purchase price has increased to $3,861,444 as a
result of a slight increase in the size of the parcel being acquired. Due to the lack of a
quorum on October 5, 2010, the Board’s action on this item was continued to October
12, 2010.
III. DISCUSSION OF AGREEMENT
The Redevelopment Agency requires that the County acquire the Property through a
Disposition and Development Agreement (“DDA”). Under the DDA, the County will pay
the sum of $3,861,444 to the Redevelopment Agency for the approximately 2.8-acre site
needed for the construction of the health center, parking garage, and associated
improvements. The Redevelopment Agency will also grant the County a license to use
portions of the Redevelopment Agency’s adjacent property during construction for
access, materials and equipment storage, construction staging, and parking, and for the
construction of various improvements, including an access road, a pedestrian walkway, a
service road and utility area, signage, landscaping and street lighting. Upon completion of
the improvements, the Redevelopment Agency will convey easements to the County for
the continued use and maintenance of the improvements installed on the Redevelopment
Agency’s property.
On October 5, 2010, the San Pablo Redevelopment Agency approved the attached
version of a DDA. This is not a fully negotiated agreement. Certain issues contained in
the attached DDA have been agreed to by County staff, subject to Board approval.
Agreement has not been reached on other issues. Below is a discussion of the matters on
which conceptual agreement has been reached, and a discussion of issues that have yet to
be resolved. The parties continue to negotiate the terms of the agreement and will provide
the Board with an update on the status of negotiations at the October 12, 2010 Board
meeting.
A. ISSUES ON WHICH HEALTH SERVICES STAFF HAS REACHED
CONCEPTUAL AGREEMENT, SUBJECT TO BOARD APPROVAL
1. Purchase and Sale and Escrow Terms (Article 2): The agreed purchase price is
$3,861,444 (including a deposit in the amount of $425,000 which is refundable only in
the event of Agency’s default), for the Property containing approximately 2.838 acres.
The agreement also contains the terms for the close of escrow. The closing date remains
unresolved, as discussed below.
2. Development and Use of the Property (Sections 1.2, 2.14, 4.1, and 4.4): Both parties
understand that the County is purchasing the Property for the construction and operation
of a health center, and that the use of the Property for health center purposes is in
conformance with the City’s general plan and consistent with the Redevelopment Plans
for the area in which the Property is located. The agreement states that the County will
maintain the Property in a manner that will not constitute a public nuisance. The
agreement states that the County will negotiate in good faith with Agency or any future
owners of Agency’s adjacent site to make parking spaces in the health center garage
available for use at a reasonable cost.
3. Improvements on Agency’s Adjacent Property (Section 3.1.4): Under the terms of the
agreement, the County will construct certain improvements on Agency’s adjacent
property that are necessary for the project, including an access road, a pedestrian
walkway, a service road and utility area, signage, landscaping and street lighting.
Following construction of these improvements, Agency will grant the County
non-exclusive easements for the continued use of the improvements, and the County will
have the sole obligation to maintain the improvements. In addition, if Agency grants
others the right to use the improvements, Agency will determine a proportionate
cost-sharing arrangement among the County and other users of the improvements.
4. Enforcement of DDA; Attorneys’ Fees (Article 5): The agreement states that each
party will have all legal and equitable rights and remedies available for enforcement of
the provisions of the DDA, including the right to require specific performance of the
terms of the DDA, and the prevailing party will be entitled to recover attorneys’ fees and
costs.
5. Condition of the Property and Indemnity Regarding Hazardous Materials (Section
2.12): The agreement states that the County will accept the Property in an “as is”
condition and release all claims against the Agency or City arising as a result of any
contamination on the Property unless released on the Property by the City or Agency.
The agreement requires the County to indemnify and defend the Agency and City, and all
successors and assigns, against any damages, whenever arising, resulting from hazardous
materials on the Property, even if caused by a third party or the discharge happens after
the County no longer owns the Property.
6. Defense of Litigation (Section 7.3): Under the terms of the agreement, the County will
indemnify and defend the Agency and City against all claims arising from the Agency’s
and City’s approval and exercise of the DDA, including compliance with CEQA and
compliance with the Dutra Act (which relates to residential density requirements under
the housing element of a City’s general plan). This indemnity obligation will require the
County to defend and indemnify the Agency and City even if the only claims in the
litigation relate to the failure of either the Agency or the City to comply with
requirements that are applicable only to the Agency or the City.
B. ISSUES THAT ARE UNDER DISCUSSION BUT NOT YET RESOLVED.
1. Date for Close of Escrow (Section 2.5): The County’s financial analysts have advised
staff that escrow on the Property transaction needs to close by October 19, 2010, at the
latest (and sooner is better), in order to avoid an impact on the pricing of the bonds. The
agreement states that escrow will close by November 2, 2010. County staff has advised
Agency and City staff of the need for an earlier closing date, but has not yet received a
response from Agency or City staff.
2. Control over Project Design (Sections 3.1.2, 3.1.3, 3.1.4, and 3.1.6): The County
presented conceptual drawings of the project to the City’s Planning Commission on
September 14, 2010. The final construction drawings have not yet been prepared. As
approved by the Redevelopment Agency, the DDA does not allow the County to make
any changes in location, layout, elevation, design, square footage, parking, or exterior
finishing materials from what was depicted in the conceptual drawings unless Agency
agrees to the changes. As the DDA is currently written, the County will need to obtain
Agency consent even if the changes are necessitated by unforeseen conditions, code
requirements, or factors affecting budget, schedule, life safety, public safety, or protection
of property. The agreement contains no timeframe within which Agency must accept or
reject the changes, and no standard for withholding consent to a change. General
Services staff has expressed concern that this provision, as written, could result in costly
delays or cause the County to be unable to meet funding deadlines.
3. Agency’s Right to Repurchase the Property/Limitations Required for Bond Financing
(Sections 3.2 and 5.7): Under the DDA, Agency will have a right to repurchase the
Property if (i) the County has not commenced construction of the project within 3 years
following the close of escrow or fails to diligently proceed with the construction; or (ii)
after completion of construction, the Board determines to dispose of the Property or
discontinue operation of use of the Property as a health center. In the first case, the
Agency’s price to repurchase the Property will be the lesser of (a) the fair market value of
the Property or (b) the price paid by the County for the Property, plus all costs incurred
by the County for design and construction of the health center project. Under the second
scenario, Agency will pay the appraised fair market value of the Property at the time of
the offer.
In either case, under the Agency's proposed DDA, if the bonds are still outstanding the
County must take all appropriate actions to remove the bonded indebtedness as an
encumbrance (i.e., defease the bonds). If the County is prohibited from reconveying the
Property to Agency, the County must build a public plaza and landscaping on the
Property and pay the Agency the sum of $2,000,000 in liquidated damages. The County
will also be required to maintain the public plaza until such time as the County can either
complete the project under the terms of the DDA or reconvey the Property to Agency.
County’s bond counsel, disclosure counsel, and financial analysts have reviewed the
DDA. They agree that the terms described above will prevent the County from being able
to proceed with the bond financing as planned. County’s bond counsel and financial
advisers have provided alternate language, which (other than a further limitation relating
to future third party use of the health center garage) has been provided to Agency and
City staff. Staff has been told that Agency’s Executive Director has authority to revise the
Agency version of the DDA only to the extent required by bond counsel. The attached
version of the DDA does not include the changes required by bond counsel. The Agency
is currently requiring explanations from bond counsel to justify each change.
4. Grant Deed: The Grant Deed attached to Agency’s version of the DDA contains
numerous conditions and restrictions, some of which are not even consistent with
Agency’s DDA. Bond counsel has stated, and County staff has advised Agency staff, that
the County needs to acquire clean title to the Property by a standard form of grant deed
that does not contain any conditions, covenants or restrictions (other than an obligation
not to discriminate). County staff provided the form of Grant Deed that is acceptable to
County staff and bond counsel. Staff has been told that the Agency’s Executive Director
has authority to revise exhibits to the DDA, including the Grant Deed, if required by
bond counsel, but to date Agency has not replaced its form of Grant Deed with the form
that County staff provided.
CONSEQUENCE OF NEGATIVE ACTION:
The County will not have the necessary land rights to allow for the construction of the
West County Health Center and parking for the visitors and employees that will use the
facility.
CHILDREN'S IMPACT STATEMENT:
CLERK'S ADDENDUM
Speakers: Rollie Katz, Public Employees' Union, Local One expressed the
organization's support for this project. APPROVED the purchase of approximately 2.8
acres of land located at 13613 and 13577 San Pablo Avenue, San Pablo, California
(the “Property”);AUTHORIZED the County Administrator, or designee, to execute the
Disposition and Devlopment Agreement (DDA) on behalf of the County, and ACCEPT
the Grant Deed from the Redevelopment Agency for the purchase of the Property;
APPROVED payment in the amount of $3,861,444 for the purchase of the Property;
AUTHORIZED the Auditor-Controller to issue a check in the amount of $425,000
payable to the Redevelopment Agency of the City of San Pablo, and a check in the
amount of $3,436,444 payable to Chicago Title Company, to be forwarded to the Real
Property Division of Public Works for delivery; FOUND the Mitigated Negative
Declaration prepared for the project to be adequate for purposes of compliance with
the California Environmental Quality Act (CEQA) and ADOPTED the Mitigated
Negative Declaration and the Mitigation Monitoring and Reporting
Program; DIRECTED the Department of Conservation and Development to post the
Notice of Determination with the County Clerk, and DIRECTED the Health Services
Department to pay the filing fee to the County Clerk for posting the Notice of
Determination.
ATTACHMENTS
West Co Health Ctr Disposition and Development Agreement
West Co Health Ctr Grant Deed
West Co Health Ctr Initial Study
West Co Health Ctr Mitigation Monitoring and Reporting Program
West Co Health Ctr CEQA Notice of Determination
SPB/WCHC DDA 9/21/10
DISPOSITION AND DEVELOPMENT AGREEMENT
By and Between
REDEVELOPMENT AGENCY OF
THE CITY OF SAN PABLO
and
CONTRA COSTA COUNTY
Tenth Township Redevelopment Project
and
Legacy Redevelopment Project
SPB/WCHC DDA i 9/21/10
TABLE OF CONTENTS
Page
ARTICLE 1. SUBJECT OF AGREEMENT ........................................................................................ 1
1.1 Purpose of this Agreement ........................................................................................................ 1
1.2 The Redevelopment Plans ........................................................................................................ 1
1.3 The Project Areas................................................................................................................ 1112
1.4 The Site ..................................................................................................................................... 2
1.5 Parties to this Agreement .......................................................................................................... 2
1.5.1 Agency ............................................................................................................................... 2
1.5.2 County ................................................................................................................................ 2
1.6 Deposit ...................................................................................................................................... 2
ARTICLE 2. DISPOSITION OF THE SITE ....................................................................................... 3
2.1 Sale and Purchase ..................................................................................................................... 3
2.2 Escrow ...................................................................................................................................... 3
2.3 Conditions Precedent to Close of Escrow ................................................................................. 5
2.4 Representations and Warranties .......................................................................................... 7778
2.5 Conveyance of Title and Delivery of Possession ............................................................. 99910
2.6 Form of Deed .................................................................................................................... 99910
2.7 Condition of Title.............................................................................................................. 99910
2.8 Time for and Place of Delivery of Deed ........................................................................... 99910
2.9 Payment of the Purchase Price and Recordation of Deed ............................................. 1010910
2.10 Title Insurance ...................................................................................................................... 10
2.11 Taxes and Assessments ............................................................................................. 10101011
2.12 Condition of the Site ................................................................................................. 10101011
2.13 Preliminary Work by County .................................................................................... 12121213
ARTICLE 3. DEVELOPMENT OF THE SITE ..................................................................... 13131314
SPB/WCHC DDA ii 9/21/10
3.1 Development of the Site by County ............................................................................ 13131314
3.1.1 Scope of Development ......................................................................................... 13131314
3.1.2 Project Design ...................................................................................................... 13131314
3.1.4 Development and Use of Adjacent Agency Property .......................................... 14141415
3.1.5 Cost of Construction ............................................................................................ 16161617
3.1.6 Construction Schedule ..................................................................................................... 17
3.1.8 Governmental Agency Permits ............................................................................ 18171718
3.1.9 Rights of Access .................................................................................................. 18181819
3.1.10 Local, State and Federal Laws ............................................................................. 18181819
3.1.12 Antidiscrimination During Construction ............................................................. 19181819
3.2 Encumbrances and Liens ............................................................................................ 19181820
3.3 Prohibition Against Transfer of Site, the Buildings or Structures Thereon and Assignment of
Agreement ............................................................................................................ 19191920
3.4 Security Financing; Rights of Holders ........................................................................ 20191920
3.4.1 No Encumbrances Except Mortgages, Deeds of Trust, Sales and Leases-Back or
Other Financing for Development .................................................................. 20191920
3.4.2 Holder Not Obligated to Construct Improvements .............................................. 20202021
3.4.3 Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders;
Right to Cure ................................................................................................... 20202021
3.4.4 Failure of Holder to Complete Improvements ..................................................... 21202021
3.4.5 Right of Agency to Cure Mortgage, Deed of Trust or Other Security Interest
Default ............................................................................................................. 22212122
3.5 Right of Agency to Satisfy Other Liens on the Site After Title Passes ...................... 22212122
3.6 Certificate of Completion ........................................................................................... 22212122
ARTICLE 4. USE OF THE SITE .......................................................................................... 23222223
4.1 Uses ............................................................................................................................. 23222223
4.2 Obligation to Refrain From Discrimination ................................................................ 23232324
4.3 Form of Nondiscrimination and Nonsegregation Clauses .......................................... 24232324
SPB/WCHC DDA iii 9/21/10
4.5 Effect and Duration of Covenants .............................................................................. 25242425
ARTICLE 5. DEFAULTS, REMEDIES AND TERMINATION .......................................... 25242425
5.1 Defaults -- General ...................................................................................................... 25242425
5.2 Legal Actions .............................................................................................................. 25252526
5.2.1 Institution of Legal Actions ................................................................................. 25252526
5.2.2 Applicable Law .................................................................................................... 26252526
5.2.3 Acceptance of Service of Process ........................................................................ 26252526
5.2.4 Attorneys’ Fees and Costs ................................................................................... 26252526
5.3 Rights and Remedies are Cumulative ......................................................................... 26252527
5.4 Damages ..................................................................................................................... 26262627
5.5 Specific Performance .................................................................................................. 26262627
5.6 Rights of Termination Prior to Conveyance of the Site to County ............................. 27262627
5.6.1 Termination by County ........................................................................................ 27262627
5.6.2 Termination by Agency ....................................................................................... 27262628
5.7 Option to Repurchase, Reenter and Repossess ........................................................... 28272728
ARTICLE 6. GENERAL PROVISIONS ................................................................................... 313029
6.1 Notices, Demands and Communications Between the Parties ....................................... 313029
6.2 Conflicts of Interest ........................................................................................................ 333231
6.3 Nonliability of Officials and Employees ........................................................................ 333231
6.4 Enforced Delay: Extension of Times of Performance ................................................... 333231
6.5 Severabilty ...................................................................................................................... 333231
6.6 Successors and Assigns; No Third Party Beneficiaries ................................................. 333231
6.7 Effective Date of Agreement; Term .............................................................................. 343332
ARTICLE 7. SPECIAL PROVISIONS ...................................................................................... 343332
7.1 Amendment of Redevelopment Plans ............................................................................. 343332
7.2 Amendments to this Agreement ..................................................................................... 343332
SPB/WCHC DDA iv 9/21/10
ARTICLE 8. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS ............................ 353433
ARTICLE 9. TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY ......................... 353433
AttachmentsExhibits
Exhibit A Legal Description of the Site
Exhibit B Aerial Depiction of the Site
Exhibit C Form of Grant Deed
Exhibit D License Areas
Exhibit E Non-Exclusive Easement Areas
Exhibit FE Area 1 and Area 2
Exhibit G Form of Right of First Offer
SPB/WCHC DDA 1 9/21/10
DISPOSITION AND DEVELOPMENT AGREEMENT
THIS DISPOSITION AND DEVELOPMENT AGREEMENT (the "Agreement") is entered
into as of the ______ day of October, 2010, by and between the REDEVELOPMENT AGENCY OF
THE CITY OF SAN PABLO, a public body, corporate and politic (the "Agency"), and CONTRA
COSTA COUNTY, a political subdivision of the State of California (the "County"). Agency and
County agree as follows:
ARTICLE 1. SUBJECT OF AGREEMENT
1.1 Purpose of this Agreement
The purpose of this Agreement is to implement the goals and objectives of the
Redevelopment Plans (the "Redevelopment Plans") for the Tenth Township Redevelopment Project
and the Legacy Redevelopment Project (the "Projects") by providing for the disposition and
development of certain real property (the "Site") included within the boundaries of the Projects.
Pursuant to this Agreement, County will construct on the Site an approximately fifty-
three thousand (53,000) square foot building to be used as the West County Health Center, a three-
story parking garage with approximately 320 parking spaces, and will construct related infrastructure
and landscaping on the Site and adjacent to the Site on Agency property (the “WCHC Project”), as
more particularly described in Article 3 of this Agreement.
The development of the Site pursuant to this Agreement and the fulfillment generally
of this Agreement are in the vital and best interests of the City of San Pablo, California (the "City"),
and the health, safety and welfare of its residents, and in accord with the public purposes and
provisions of applicable federal, state and local laws and requirements.
1.2 The Redevelopment Plans
The term “Redevelopment Plans” means (i) the Amended Redevelopment Plan for
the Tenth Township Redevelopment Project, which was approved and adopted on March 3, 1997, by
the City Council of the City of San Pablo, by Ordinance No. 97-001, and subsequently amended by
Ordinance No. 2004-003, adopted on February 17, 2004, and Ordinance No. 2006-012, adopted on
July 10, 2006; Ordinance No. 2006-012 was subsequently corrected by Ordinance No. 2006-015,
adopted on October 3, 2006; and (ii) the Redevelopment Plan for the Legacy Redevelopment Project,
which was approved and adopted on March 3, 1997, by the City Council of the City of San Pablo, by
Ordinance No. 97-002, and subsequently amended by Ordinance No. 2004-004, adopted on February
17, 2004. Until the termination date of the Redevelopment Plan for the Legacy Redevelopment
Project, currently on March 3, 2028 (“Redevelopment Plans Termination Date”),, County shall use
and continue to use the Site only for the construction and operation of a health center, and all uses
incidental thereto. Such use is consistent with the provisions of the Redevelopment Plans for the
Project Areas.
1.3 The Project Areas
The areas included within the boundaries of the Tenth Township and Legacy
Redevelopment Projects (the "Project Areas") are located in the City of San Pablo, California, and
the exact boundaries thereof are specifically described in the Redevelopment Plans.
SPB/WCHC DDA 2 9/21/10
1.4 The Site
The Site is that portion of the Project Areas shown on the Map Aerial Depiction of the Site
(Exhibit B), and described in the Legal Description of the Site (Exhibit BA). The Site is currently
part of two existing parcels, Assessor’s Parcel Nos. 417-180-028 and 417-170-004. The Legal
Description will be attached to the Grant Deed pursuant to which Agency will convey title to the Site
to County. Upon recording of the Grant Deed, the new legal parcel will be created.
1.5 Parties to this Agreement
1.5.1 Agency
Agency is a public body, corporate and politic, exercising governmental
functions and powers and organized and existing under the Community Redevelopment Law of the
State of California (Health and Safety Code Section 33000 et seq.; the “CRL”). The office of
Agency is located at 13831 San Pablo Avenue, San Pablo, California 94806. "Agency," as used in
this Agreement, includes the Redevelopment Agency of the City of San Pablo and any assignee of or
successor to its rights, powers and responsibilities.
1.5.2 County
County is a political subdivision of the State of California. The principal
address of County, for purposes of this Agreement, is 651 Pine Street, 11th Floor, Martinez,
California 94553. Wherever the term "County," is used herein, such term shall include Contra Costa
County and any permitted nominee, assignee or successor in interest as provided herein.
Prior to the issuance of a Certificate of Completion”Project Completion Date”
(as defined in Section 3.1.6 below), County shall not assign all or any part of this Agreement without
the prior written approval of Agency, except as necessary to obtain financing to develop the WCHC
Project, as described in Section 3.2 hereof, or as permitted in Section 3.4 hereof.
1.6 Deposit
County shall, within five (5) business days after approval of this Agreement by
County’s Board of Supervisors and the execution of this Agreement by Agency, deliver to Agency a
deposit in the amount of FOUR HUNDRED TWENTY-FIVE THOUSAND DOLLARS
($425,000.00) (the “Deposit”). The Deposit will serve (1) if this Agreement is terminated by Agency
in accordance with Section 5.6.2 prior to conveyance of the Site to County, to compensate the
Agency for the loss of future rent from a tenant currently occupying the Site (the “Lost Rent
Component”) and for consultant costs incurred by the Agency related to the relocation of the tenant
occupying the Site (the “Relocation Cost Component”); or (2) upon the close of escrow for
conveyance of the Site to the County, as a credit applied to the Purchase Price.
If this Agreement is terminated prior to the conveyance of the Site pursuant to
Section 5.6.1 or 5.6.2 hereof, the Deposit shall be disbursed as provided therein.
If this Agreement shall not have been theretofore cancelled or terminated, the Deposit
shall be credited towards the Purchase Price at the close of escrow.
SPB/WCHC DDA 3 9/21/10
ARTICLE 2. DISPOSITION OF THE SITE
2.1 Sale and Purchase
In accordance with and subject to all the terms, covenants and conditions of this
Agreement, Agency agrees to sell, and County agrees to purchase, the Site for the sum of THREE
MILLION EIGHT HUNDRED SIXTY-ONE THOUSAND FOUR HUNDRED FORTY-FOUR
DOLLARS ($3,861,444) (the "Purchase Price"). The Purchase Price includes total compensation for
the Site, the license granted in Section 3.1.4.a., and the easements granted in Section 3.1.4.c..
2.2 Escrow
By this Agreement, County and Agency agree to establish an escrow with Chicago
Title Company, 1646 N. California Blvd., Suite 106, Walnut Creek, California, their Escrow Nos.
10-38608553 for APN 417-170-004 and 10-38608549 for APN 417-180-028 (“Title Company” or
“Escrow Agent”), or any other escrow company approved by Agency and County which shall, upon
approval, be the “Title Company” or “Escrow Agent” for purposes of this Agreement. This
Agreement constitutes the joint escrow instructions of Agency and County, and a duplicate original
of this Agreement shall be delivered to the Escrow Agent upon the opening of escrow. Agency and
County shall provide such additional escrow instructions as shall be necessary and consistent with
this Agreement. The Escrow Agent hereby is empowered to act under this Agreement and to carry
out its duties as Escrow Agent hereunder.
County shall deposit with the Escrow Agent the Purchase Price, less the amount of
the Deposit, for the Site in accordance with the provisions of Section 2.9 of this Agreement.
County shall pay the following fees, charges and costs promptly after the Escrow
Agent has notified County of the amount of such fees, charges and costs:
a. The escrow fee;
a.b. The premium for the title insurance policy or special endorsements to be paid
by County, if any, as set forth in Section 2.10 of this Agreement; and
a.c. All recording fees, closing costs and documentary transfer taxes or other real
estate transaction taxes or fees, if any.
Agency shall timely and properly execute, acknowledge and deliver a grant deed in
the form attached hereto as Exhibit C (the “Grant Deed”), conveying to County title to the Site in
accordance with the requirements of Section 2.7 of this Agreement.
Agency shall pay in escrow to the Escrow Agent the following fees, charges and
costs promptly after the Escrow Agent has notified Agency of the amount of such fees, charges and
costs, but not earlier than ten (10) days prior to the scheduled date for the close of escrow:
a. Costs necessary to place the title to the Site in the condition for conveyance
required by the provisions of this Agreement;
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b. Ad valorem taxes and penalties and costs thereon, if any, and all installments
of any bond or assessment that constitutes a lien upon the Site for any time
prior to conveyance of title;
Upon delivery of the Grant Deed to the Escrow Agent by Agency pursuant to
Section 2.8 of this Agreement and the satisfaction of all of Agency’s and County’s Conditions
Precedent, the Escrow Agent shall record such Grant Deed when title can be vested in County in
accordance with the terms and provisions of this Agreement. Any insurance policies governing the
Site are not to be transferred.
The Escrow Agent is authorized to:
a. Record the Grant Deed, marked for return to County care of Carmen Pina-
Sandoval, Real Property Agent for County (which shall be deemed delivery
to County), together with any other instruments delivered through this
escrow, if necessary or proper, to vest title in County in accordance with the
terms and provisions of this Agreement;
b. Prorate taxes, assessments, rents and other charges as provided by this
Agreement, and pay and charge Agency and County, respectively, for any
fees, charges and costs payable under this Section 2.2 of this Agreement.
Before such payments are made, the Escrow Agent shall notify Agency and
County of the fees, charges and costs necessary to clear title and close the
escrow;
c. Disburse funds and deliver the recorded Grant Deed and other documents to
the parties entitled thereto when the conditions of this escrow have been
fulfilled by Agency and County;
d. Issue the “Title Policy” (as defined below), if requested to do so by County;
and
e. Prepare and deliver to County and Agency one signed copy of the Title
Company’s closing statement showing all receipts and disbursements of the
escrow.
All funds received in this escrow shall be deposited by the Escrow Agent with other
escrow funds of the Escrow Agent in a general escrow account or accounts with any state or national
bank doing business in the State of California. Such funds may be transferred to any other such
general escrow account or accounts. All disbursements shall be made by check of the Escrow Agent.
All adjustments shall be made on the basis of a 30-day month.
If this escrow is not in condition to close before the time for conveyance established
in Section 2.5 of this Agreement, either party who then shall have fully performed the acts to be
performed before the conveyance of title may, in writing, terminate this Agreement in the manner set
forth in Section 5.6.1 or 5.6.2 hereof, as the case may be, and demand the return of its money, papers
or documents. Thereupon all obligations and liabilities of the parties under this Agreement shall
cease and terminate in the manner set forth in Section 5.6.1 or 5.6.2 hereof, as the case may be. If
neither Agency nor County shall have fully performed the acts to be performed before the time for
SPB/WCHC DDA 5 9/21/10
conveyance established in Section 2.5, no termination or demand for return shall be recognized until
ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party or
parties at the address of its or their principal place or places of business. If any objections are raised
within the 10-day period, the Escrow Agent is authorized to hold all money, papers and documents
with respect to the Site until instructed in writing by both Agency and County or upon failure thereof
by a court of competent jurisdiction. If no such demands are made, the escrow shall be closed as
soon as possible. Nothing in this Section 2.2 shall be construed to impair or affect the rights or
obligations of Agency or County to specific performance.
Any amendment of these escrow instructions shall be in writing and signed by both
Agency and County. At the time of any amendment, the Escrow Agent shall agree to carry out its
duties as Escrow Agent under such amendment.
All communications from the Escrow Agent to Agency or County shall be directed
to the addresses and in the manner established in Section 6.1 of this Agreement for notices, demands
and communications between Agency and County.
The liability of the Escrow Agent under this Agreement is limited to performance of
the obligations imposed upon it under Sections 2.2 to 2.10, both inclusive, of this Agreement.
2.3 Conditions Precedent to Close of Escrow
Close of escrow is conditioned upon the satisfaction of the following terms and
conditions within the times designated below:
a. Agency’s Conditions Precedent to Close of Escrow. Agency’s obligation to
proceed with the close of escrow is subject to the fulfillment, or waiver in writing by Agency, of each
and all of the conditions precedent (1) through (5), inclusive, described below (“Agency’s Conditions
Precedent”) which are solely for the benefit of Agency:
(1) County’s Representations and Warranties. County’s representations
and warranties in this Agreement being correct as of the close of
escrow.
(2) No Default. County is not in default in any of its obligations under
the terms of this Agreement.
(3) Payment of Purchase Price. County has paid the Purchase Price (less
the amount of the Deposit) into Escrow.
(4) Execution of Documents. County has executed any documents
required hereunder and delivered such documents to the Escrow
Agent.
(5) No CEQA Stoppage. If any legal action challenging the WCHC
Project is filed, County has determined to proceed with the WCHC
Project.
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b. County’s Conditions Precedent to Close of Escrow. County’s obligation to
proceed with the close of escrow is subject to the fulfillment, or waiver in writing by County, of each
and all of the conditions precedent (1) through (6), inclusive, described below (“County’s Conditions
Precedent”), which are solely for the benefit of County:
(1) Agency’s Representations and Warranties. Agency’s representations
and warranties in this Agreement being correct as of the close of
escrow.
(2) No Default. Agency is not in default in any of its obligations under
the terms of this Agreement, and has performed all obligations
required to be performed by Agency prior to the close of escrow,
including without limitation the obligations set forth in Section 2.3 c.,
below.
(3) Execution of Documents. Agency has executed the Grant Deed and
any other documents required hereunder and delivered such
documents into Escrow.
(4) Title. The vesting of title to the Site in County by Grant Deed in fee
simple absolute, free and clear of all recorded liens, encumbrances,
assessments, leases and taxes, subject only to the following
“Approved Exceptions” listed in the following Preliminary Title
Reports, each dated August 3, 2010, issued by Chicago Title
Company:
(i) Easements or rights of way of record over the Site, listed as
exceptions 3, 4 and 5 in Preliminary Title Report No. 10-
38608553-LB;
(i)(ii) Covenants, conditions, restrictions and reservations of record
listed as exceptions 6 and 7 in Preliminary Title Report No.
10-38608553-LB;
(i)(iii) Exception 3 listed in Preliminary Title Report No. 10-
38608549-LB; and
(i)(iv) Covenants, conditions, restrictions and reservations of record
listed as exceptions 4 and 5 in Preliminary Title Report No.
10-38608549-LB.
(5) Title Policy. If requested by County, the Title Company has agreed,
upon payment of Title Company’s regularly scheduled premium, to
issue a CLTA title insurance policy for the Site subject only to the
Approved Exceptions, in the full amount of the Purchase Price, upon
close of escrow.
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c. Agency’s Obligations Prior to Close of Escrow. Agency shall perform the
obligations set forth in this Section 2.3 c. by October 31, 2010, or prior to the close of
escrow, whichever comes first.
(1) Relocation of Salvation Army. A tenant identified as the Salvation
Army currently occupies a building located on a portion of Agency’s
property adjacent to the Site with a property address of 13577 San
Pablo Avenue. Agency assumes the full responsibility and cost
(without contribution or reimbursement from County, except that
County may be obligated to reimburse the Agency for relocation
consultant costs as set forth in Section 5.6.2) for relocating the
Salvation Army in accordance with California law and the Uniform
Relocation Act, including but not limited to any and all benefits,
expenses or relocation assistance payments to which the Salvation
Army may be entitled to receive under State or Federal law, as set
forth in California Government Code section 7260 et seq. and 42
U.S.C. section 4601 et seq., arising out of the relocation. Agency
warrants that it had no obligations under federal law regarding
relocation costs for the project site to date. Any further relocation
costs or expenses arising under federal law or funding obligations
specifically due to Agency’s or County’s approval of this project,
shall be County’s responsibility.
(2) Removal of Structures. Agency shall remove all trailers, structures
(other than the building occupied by the Salvation Army), fixtures,
and any above ground utility connections from the Site and from the
portions of Agency’s adjacent property labeled L-1, L-2 and L-3 on
Attachment No. 4Exhibit D. If County determines that Agency has
not removed the items specified in this paragraph, County will give
written notice and allow five (5) days for Agency to comply with its
obligation. If Agency fails to remove the identified items, County
may remove them and Agency will reimburse County the actual cost
incurred by County for the removal, within thirty (30) days after
County’s written demand. County shall be responsible for demolition
and removal of the Salvation Army building.
2.4 Representations and Warranties
a. Agency Representations. Agency represents and warrants to County as
follows as of the date of this Agreement and as of the close of escrow:
(1) Authority. Agency is a public body, corporate and politic, organized
and existing pursuant to the CRL. Agency has full right, power and
lawful authority to grant, sell and convey the Site as provided herein,
and the execution, performance and delivery of this Agreement by
Agency has been fully authorized by all requisite actions on the part
of Agency.
SPB/WCHC DDA 8 9/21/10
(2) No Conflict. To the best of Agency’s knowledge, Agency’s
execution, delivery and performance of this Agreement will not
constitute a default or a breach under any contract, agreement or order
to which Agency is a party or by which it is bound.
(2)(3) Marketable Title. Agency is the owner of the Site, has marketable
and insurable fee simple title to the Site and to the best of its
knowledge can convey title to the Site clear of restrictions, leases
(other than the lease with the Salvation Army), liens and other
encumbrances, subject only to the Approved Exceptions listed in
Section 2.3.b.(4). Commencing with the full execution of this
Agreement by both parties and until the close of escrow, Agency will
not permit any liens, encumbrances or easements to be placed on the
Site other than the Approved Exceptions listed in Section 2.3 b. (4),
nor will Agency enter into any agreement affecting the Site that
would be binding on County after the close of escrow without the
prior written consent of County.
(2)(4) Condition of Site. Agency hereby represents and warrants that, to
Agency’s actual knowledge, during the period of Agency’s ownership
of the Site, there have been no disposals or releases of hazardous
substances or hazardous materials onto the Site. Agency further
represents and warrants that Agency has no actual knowledge of any
disposal, release, or threatened release of hazardous substance or
hazardous waste on, from, or under the Site that may have occurred
prior to Agency taking title to the Site. Agency has disclosed to
County all information, records and studies maintained by Agency in
connection with the Site concerning hazardous substances.
The Purchase Price reflects the fair market value of the Site without
the presence of contamination. If the Site is found to be contaminated
by the presence of hazardous waste which requires mitigation under
Federal or State law, County may elect to recover its clean-up costs
from those who caused or contributed to the contamination, or are
otherwise responsible under State and Federal law with the exception
of the City of San Pablo or Agency, or their officers, agents, and
employees. County explicitly waives its right to recover clean-up
costs from the City or Agency.
(5) Other Matters Affecting Site. To Agency’s knowledge, there are not
presently any actions, suits, or proceedings pending or threatened
against or affecting the Site or the interest of Agency in the Site or its
use that would affect Agency’s ability to consummate the transaction
contemplated by this Agreement. Further, to the best of Agency’s
knowledge, there are not any outstanding and unpaid arbitration
awards or judgments affecting title to any portion of the Site. To the
best of Agency’s knowledge, there are not presently any pending or
threatened condemnation, eminent domain or similar proceedings
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SPB/WCHC DDA 9 9/21/10
affecting the Site. Agency shall promptly notify County of any of
these matters arising in the future.
b. County Representations. County represents and warrants to the Agency as
follows:
(1) Authority. County is a political subdivision of the State of California
and has full right, power and lawful authority to purchase and accept
the conveyance of the Site and undertake all obligations provided
herein, and the execution, performance and delivery of this
Agreement by County has been fully authorized by all requisite
actions on the part of County.
(2) No Conflict. To the best of County’s knowledge, County’s execution,
delivery and performance of this Agreement will not constitute a
default or breach under any contract, agreement or order to which the
County is a party or by which it is bound.
(3) Purpose of Acquiring the Site. County is acquiring the Site for the
purpose of constructing and operating a health center, parking garage
and associated uses, and has the authority to undertake such
construction and operation.
2.5 Conveyance of Title and Delivery of Possession
Provided that County is not in default under this Agreement and all conditions
precedent to such conveyance have occurred, and subject to any mutually agreed upon extensions of
time, conveyance to County of title to the Site shall be completed on or before November 2, 2010.
Agency and County agree to perform all acts necessary for the conveyance of title in sufficient time
for title to be conveyed in accordance with the foregoing provisions.
Possession shall be delivered to County concurrently with the conveyance of title,
except that access for limited purposes will be permitted before conveyance of title as provided in
Section 2.13 of this Agreement.
2.6 Form of Deed
Agency shall convey to County title to the Site in the condition provided in
Section 2.7 of this Agreement by Grant Deed in substantially the form set forth in Exhibit C.
2.7 Condition of Title
Agency shall convey to County fee simple title to the Site, subject only to the
Approved Exceptions.
2.8 Time for and Place of Delivery of Deed
Subject to any mutually agreed upon extensions of time, Agency shall deposit the
Grant Deed for the Site with the Escrow Agent on or before the date established for the conveyance
of the Site in Section 2.5 above.
SPB/WCHC DDA 10 9/21/10
2.9 Payment of the Purchase Price and Recordation of Deed
County shall deposit the Purchase Price for the Site, less the amount of the Deposit,
and other sums required hereunder with the Escrow Agent prior to the date for conveyance thereof,
provided that the Escrow Agent shall have notified County in writing that the Grant Deed, properly
executed and acknowledged by Agency, has been delivered to the Escrow Agent and that title and
possession are in condition to be conveyed in conformity with the provisions of Sections 2.5 and 2.7
of this Agreement. Upon the close of escrow, the Escrow Agent shall file the Grant Deed for
recordation among the land records in the Office of the County Recorder of Contra Costa County,
shall deliver the Purchase Price, less the amount of the Deposit, and other required sums to Agency
and shall deliver to County a title insurance policy, if requested by County, insuring title in
conformity with Section 2.10 of this Agreement.
2.10 Title Insurance
If requested by County, concurrently with recordation of the Grant Deed, Title
Company shall provide and deliver to County a title insurance policy issued by the Title Company
insuring that the title is vested in County in the condition required by Section 2.7 of this Agreement.
The Title Company shall provide Agency with a copy of the title insurance policy and the title
insurance policy shall be in the amount of the Purchase Price of the Site.
The County shall pay for all premiums for title insurance coverage or special
endorsements.
2.11 Taxes and Assessments
Ad valorem taxes and assessments, if any, on the Site, and any penalties and costs
thereon, if any, all installments of any bond or assessment that constitute a lien on the Site, and taxes
upon this Agreement or any rights hereunder, levied, assessed or imposed for any period
commencing prior to conveyance of title shall be cleared and paid by Agency as of the date title shall
vest in County by recordation of the Grant Deed. All ad valorem taxes and assessments, if any,
levied or imposed for any period commencing after closing of the escrow shall be paid by County.
2.12 Condition of the Site
a. "As Is". Agency shall provide County with all information of which it has
actual knowledge concerning the physical condition of the Site, including, without limitation,
information about any substance, material or waste which is defined as “hazardous” under State or
Federal law or determined by State, Federal or local governmental authority to be capable of posing
a risk of injury to health, safety or property (collectively, “Hazardous Materials”). County
acknowledges and agrees that it is acquiring the Site from Agency "as is," in its current physical
condition, with no warranties, express or implied except as provided in this Agreement, as to the
physical condition thereof, the presence or absence of any latent or patent condition thereon or
therein, including without limitation, any Hazardous Materials thereon or therein, and any other
matters affecting the Site. It shall be the sole responsibility of County, at County’s sole expense, to
investigate and determine the physical condition of the Site for the use to which the Site will be put,
including the environmental and soils conditions of the Site. If the physical condition of the Site is
not in all respects entirely suitable for the use or uses to which the Site will be put, then it is the sole
SPB/WCHC DDA 11 9/21/10
responsibility and obligation of County to take such action as may be necessary to place the physical
condition of the Site in a condition suitable for the development of the Site.
Agency has conducted a Phase I Environmental Report of the Site, which
indicated no contamination on the Site. Agency shall have no other obligation to investigate the
condition of the Site other than the Phase I Environmental Report. Pursuant to previous agreements
with the Agency, consultants of the County have had the right to access the Site to conduct additional
investigations of the Site since the beginning of July 2010.
b. Indemnity. County agrees, from and after the date title to or possession of
the Site is delivered from Agency to County under this Agreement, to defend, indemnify, protect and
hold harmless Agency and its officers, beneficiaries, employees, agents, attorneys, representatives,
legal successors and assigns ("Indemnitees") from, regarding and against any and all liabilities,
obligations, orders, decrees, judgments, liens, demands, actions, Environmental Response Actions
(as defined herein), claims, losses, damages, fines, penalties, expenses, Environmental Response
Costs (as defined herein) or costs of any kind or nature whatsoever, together with fees (including,
without limitation, reasonable attorneys' fees and experts' and consultants' fees), whenever arising,
resulting from or in connection with the actual or claimed generation, storage, handling,
transportation, use, presence, placement, migration and/or release of Hazardous Materials (as defined
herein), at, on, in, beneath or from the Site (sometimes herein collectively referred to as
“Contamination”). County’s defense, indemnification, protection and hold harmless obligations
herein shall include, without limitation, the duty to respond to any governmental inquiry,
investigation, claim or demand regarding the Contamination, at County’s sole cost.
c. Release and Waiver. County hereby releases and waives all rights, causes of
action and claims County has or may have in the future against the Indemnitees arising out of or in
connection with any Hazardous Materials (as defined herein) at, on, in, beneath or from the Site,
unless released on the Site by the City, Agency or their respective contractors, designated agents, or
employees. In furtherance of the intentions set forth herein, County acknowledges that it is familiar
with Section 1542 of the Civil Code of the State of California which provides as follows:
“A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor.”
County hereby waives and relinquishes any right or benefit which it has or may have under Section
1542 of the Civil Code of the State of California or any similar provision of the statutory or
nonstatutory law of any other applicable jurisdiction to the full extent that it may lawfully waive all
such rights and benefits pertaining to the subject matter of this Section 2.12.
d. Definitions.
(1) As used in this Agreement, the term "Environmental Response
Actions" means any and all activities, data compilations, preparation of studies or reports, interaction
with environmental regulatory agencies, obligations and undertakings associated with environmental
investigations, removal activities, remediation activities or responses to inquiries and notice letters,
as may be sought, engendered, initiated or required in connection with any local, state or federal
governmental or private party claims, including any claims by County.
SPB/WCHC DDA 12 9/21/10
(2) As used in this Agreement, the term "Environmental Response Costs"
means any and all costs associated with Environmental Response Actions including, without
limitation, any and all fines, penalties and damages.
(3) As used in this Agreement, the term "Hazardous Materials" means
any substance, material or waste which is (1) defined as a "hazardous waste," "hazardous material,"
"hazardous substance," "extremely hazardous waste," or "restricted hazardous waste" under any
provision of California law; (2) petroleum; (3) asbestos; (4) polychlorinated biphenyls;
(5) radioactive materials; (6) designated as a "hazardous substance" pursuant to Section 311 of the
Clean Water Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to
Section 307 of the Clean Water Act (33 U.S.C. Section 1317); (7) defined as a "hazardous waste"
pursuant to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C.
Section 6903); (8) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq. (42
U.S.C. Section 9601); or (9) determined by California, federal or local governmental authority to be
capable of posing a risk of injury to health, safety or property.
2.13 Preliminary Work by County
From and after the Effective Date of this Agreement and at all times until this
Agreement is terminated or title vests in County, Agency hereby grants County, its agents,
contractors and employees, the right to enter onto the Site at all reasonable times for the purposes of
performing reasonable tests, engineering studies, surveys, conducting soils and environmental tests,
and investigations of the Site as County deems necessary or desirable in connection with the WCHC
Project. Agency has full right, title and authority to grant County this access to the Site, and no third
party permission or consent is needed in connection therewith. Agency specifically agrees that
County shall have access to and be entitled to inspect all portions of the Site, including without
limitation, any structures located thereon, provided, however, that County shall not interfere with any
tenant on the Site or other real or personal property, or enter upon any other real property, without
first obtaining the written consent of the manager(s) of such other real or personal property.
County shall defend, indemnify and hold Agency, it officers, employees and agents,
harmless for any claims, injury or damages arising out of any County activity pursuant to this
Section. County shall have access to all data and information on the Site available to Agency, but
without warranty or representation by Agency as to the completeness, correctness or validity of such
data and information. Copies of data, surveys and tests obtained or made by County on the Site shall
be filed provided to Agency, if requested by with Agency.
2.14 CEQA Requirements; General Plan Conformance
County has prepared a Mitigated Negative Declaration for the WCHC Project in
compliance with the California Environmental Quality Act (“CEQA”). The costs of implementing
any mitigation measures and the cost of a mitigation monitoring and reporting program, if required
by CEQA, will be borne by County. The City of San Pablo has provided written confirmation that
the proposed construction of the WCHC Project is in conformance with the City’s general plan.
SPB/WCHC DDA 13 9/21/10
ARTICLE 3. DEVELOPMENT OF THE WCHC PROJECT
3.1 Development of the WCHC Project by County
3.1.1 Scope of Development
County will construct the WCHC Project in accordance with the terms of this
Agreement and County’s standard procedures for construction of County projects, provided,
however, that the “Improvements” (as defined in Section 3.1.4 below) to be installed by County on to
the adjacent Agency property shall should be constructed in accordance with the requirements set
forth in Section 3.1.4. During construction, County will monitor the construction on a regular basis.
3.1.2 Project Design
On September 14, 2010, County presented conceptual drawings of the
WCHC Project to the City of San Pablo’s Planning Commission. As mentioned in the staff report to
the Planning Commission, the development of the County’s health center, parking garage and related
improvements on the Site are covered by an intergovernmental immunity and not subject to the
City’s building, zoning or design-review, regulations. As a condition of the Agency’s agreement to
sell the Site to the County, however, the Agency is retaining certain rights under this Agreement to
ensure the development of the Site is designed in a manner acceptable to the Agency and that
construction is carried out in accordance with the design-review approval by the Planning
Commission on September 14, 2010. The parties intend to continue cooperating on the design of the
WCHC Project, but recognize that the portion of the WCHC Project located on the Site falls solely
under County’s jurisdiction for design approvals, zoning, permitting, plan checking, and inspection.
The parties acknowledge and agree that County’s voluntary participation in the September 14, 2010,
hearing and other City proceedings does not constitute a waiver of County’s intergovernmental
immunity, which County reserves; provided, however, that all obligations set forth in this agreement
shall be enforceable by Agency and a court of law without regard to such immunity., except as to
such obligations set forth in this agreement. Agency approval of this Agreement is an approval of
the design review of the WCHC Project as approved by the Planning Commission.
3.1.3 Construction Plans, Drawings and Related Documents
County shall prepare and make available to the Agency final construction
plans, drawings and related documents, including final landscaping plans for the development of the
Site (the “Construction Plans”). County agrees not to make any substantial change in the
Construction Plans from the conceptual drawings presented on September 14, 2010, to the City’s
Planning Commission which would substantially affect the exterior architectural appearance,
including but not limited to changes in location, layout, elevation, design, square footage, parking, or
exterior finishing materials, of the WCHC Project unless agreed to by Agency. Agency shall have the
right of disapproval of the Construction Plans, for the purpose of confirming consistency with the
conceptual drawings presented to and approved by the City’s Planning Commission on September
14, 2010. Agency’s right of disapproval shall only extend to substantial changes made to the
Construction Plans from the conceptual drawings approved by the Planning Commission. For
purposes hereof, “substantial change” shall include, without limitation, the following changes:
a.Changes in the layout, elevation, design or square footage substantially
affecting architectural appearance or functional use and operation.
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SPB/WCHC DDA 14 9/21/10
a.Changes in the use of exterior finishing materials substantially affecting
architectural appearance or functional use and operation.
c. Changes in size or design affecting parking, bulk, building coverage,
building height or number of floors, frontage, signage or accessibility of public spaces,
Agency shall exercise its right to disapprove of Construction Plans with
substantial changes within ten (10) business days. County shall not commence construction of any
improvements following delivery of a disapproval by the Agency. Failure by Agency to disapprove
the Construction Plans within ten (10) business days shall be deemed a waiver of the Agency’s right
to disapprove the Construction Plans. Any disapproval shall state in writing the reasons for
disapproval and the changes which Agency requests be made. Such reasons and such changes must
be consistent with the conceptual plans review and approved by the Planning Commission and any
items previously approved or deemed approved hereunder by the Agency. County, upon receipt of a
disapproval based upon powers reserved by Agency hereunder, shall revise such Construction Plans
and resubmit them to Agency as soon as possible after receipt of the notice of disapproval, provided
that in no case shall Agency be entitled to require changes inconsistent with the conceptual drawings
approved by the Planning Commission and any previously approved items.
3.1.4 Development and Use of Adjacent Agency Property
a. Rights of Access to Adjacent Agency Property During Construction.
The WCHC Project includes the construction and installation of improvements and infrastructure on
Agency property adjacent to the Site, consisting of an access road, a pedestrian walkway, a service
road and utility area, signage, landscaping and street lighting (the “Improvements”). The portion of
the adjacent Agency property to be improved by the County is depicted as L-2 and L-3 on Exhibit D
and designated herein as the “Agency Property to be Improved.” Effective as of the date of close of
escrow for conveyance of the Site to County, Agency hereby grants a license to County, its
contractors and their authorized agents, to enter and bring necessary workmen, tools and equipment
on, over and across all of the license areas labeled L-1, L-2 and L-3 and depicted on Exhibit D, for
the following purposes:
(1) Materials and equipment storage;
(2) Construction staging;
(3) Access;
(4) Testing, abatement and demolition of the building
improvements located at 13577 San Pablo Avenue;
(5) Construction of the Improvements on the Agency Property to
be Improved; and
(6) Parking for construction personnel.
The license for the area labeled L-1 on Exhibit D will remain in effect until
the WCHC Project is complete, as evidenced by County’s adoption of a Resolution of Acceptance
and Notice of Completion. The license for the area labeled L-2 on Exhibit D will remain in effect
until (i) the WCHC Project is complete, as evidenced by County’s adoption of a Resolution of
SPB/WCHC DDA 15 9/21/10
Acceptance and Notice of Completion, and (ii) the easements described in Section 3.1.4.c. below
have been conveyed to County. The license for the area labeled L-3 on Exhibit D may be revoked by
Agency at any time by providing ninety (90) days prior written notice to County. County will repair
any damage it causes to the license area labeled L-1 on Exhibit D, and leave such property in a clean
and orderly condition upon completion of the construction activities associated with the WCHC
Project.
b. Future Use of Adjacent Agency Property. Prior to the approval of
any development plans for the areas identified as Area 1 and Area 2 on Exhibit F, Agency will
provide the development plans to the County for review and comment. County acknowledges that
notwithstanding its review and comment on applicable development plans, Agency reserves full
discretion and authority to approve development of Area 1 and Area 2.
c. Access Easements to Site; Maintenance of Agency Property to be
Improved. Within thirty (30) days after the WCHC Project is complete, as evidenced by County’s
adoption of a Resolution of Acceptance and Notice of Completion, Agency shall grant non-exclusive
easements to the County, in form and substance mutually acceptable to Agency and County, for
County’s use and maintenance of the Improvements on Agency Property to be Improved, in the
general location of the easement areas labeled L-2 and depicted on Exhibit D. Under the easements,
Agency will convey to County the right to enter upon, in, over, under, and across designated
easement areas for the use and maintenance of the Improvements. As a condition to a specific grant
of rights to any party other than County allowing use of the non-exclusive easement areas, Agency
will provide for the reasonable and appropriate sharing of costs of maintenance of the non-exclusive
easement areas with the County. The exact location of the easements will be determined by
agreement of Agency and County upon completion of the Improvements. The easement areas will
include all portions of the Agency Property to be Improved on which the Improvements are located,
as well as a sufficient area adjacent to the Improvements needed for access to and maintenance of the
Improvements. At a minimum, the easement areas will include the following areas labeled L-2 and
depicted on Exhibit D:
(1) An area wide enough to accommodate an access road and all
ancillary improvements associated with the access road,
including but not limited to sidewalk, curb and gutter,
landscaping and street lighting, with a minimum width of 46
feet from San Pablo Avenue to the Site and narrowing to 36
feet where the road is adjacent to the northern boundary of the
Site;
(2) (2) An area wide enough to accommodate a pedestrian walkway
commencing at San Pablo Avenue and continuing to the northern
boundary of the health center building, with a minimum width of
8 feet;
(2)(3) An area large enough to accommodate a monument sign in
the area adjacent to San Pablo Avenue and the access road
described above;
(34) An area wide enough to accommodate a service road/utility
easement, with a minimum width of 20 feet, including an area
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adjacent to San Pablo Avenue and the western boundary of
the access road for a monument sign; and
(45) All areas containing Improvements consisting of landscaping
and street lighting that are outside the access road easement,
except the area labeled L-3 on Exhibit D.
Agency shall have the right to relocate the non-exclusive easements to be
granted pursuant to this Section 3.1.4.c relating to access to the Site from San Pablo Avenue with
County’s prior written consent, which consent shall not be unreasonably withheld so long as Agency
provides County reasonably similar access to the Site from San Pablo Avenue. Agency shall have
the right to relocate the monument sign with County’s prior written consent, which consent shall not
be unreasonably withheld so long as Agency provides County reasonably similar signage along San
Pablo Avenue, either as a stand-alone sign or part of a larger single sign.
Except as set forth in this Section 3.1.4, County shall have sole responsibility
for maintaining the Improvements installed by the County on the Agency Property to be Improved
during the term of the easements therefor, and neither the Agency nor City shall be responsible for
maintenance of the Improvements during such period of time. County shall maintain the
Improvements in accordance with County’s standard maintenance policies for County property,
including the requirements of the Municipal Regional Stormwater NPDES Permit (No. CAS612008)
issued by the San Francisco Bay Regional Water Quality Control Board.
d. Construction Plans for Improvements. County shall prepare and
provide to Agency for review all construction plans for the Improvements to be installed on the
Agency Property to be Improved. Agency may request changes to the construction plans for the
Improvements by written notice delivered to County within ten (10) days after delivery of the
construction plans to Agency. County agrees to incorporate any changes Agency requests in
connection with the Improvements to be installed on the Agency Property to be Improved so long as
such changes do not unreasonably delay the construction of the Improvements or substantially
increase the cost of the Improvements.
3.1.5 Cost of Construction
The cost of demolishing the improvements located at 13577 San Pablo
Avenue, developing the Site and constructing all related improvements shall be borne by County,
except for work expressly set forth in this Agreement to be performed or paid for by Agency or
others. Agency and County shall each pay the costs necessary to administer and carry out their
respective responsibilities and obligations under this Agreement.
If deemed necessary by Agency, County shall construct, or cause to be
constructed at its sole expense, or be responsible for all costs related to improvements constructed by
City of San Pablo required to San Pablo Avenue as a result of the access road connecting the Site to
San Pablo Avenue, including any extension of the left turn pocket on San Pablo Avenue onto the
access road and related median removal or construction, and any removal or construction of the
sidewalk and curb cuts or landscaping for the access road.
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3.1.6 Construction Schedule
After the conveyance of title to the Site and the issuance of the necessary
permits for such development, County will endeavor to promptly begin and thereafter diligently
prosecute to completion the WCHC Project. In the event the County determines, by official action of
the County Board of Supervisors, not to proceed with the construction of the WCHC Project, or does
not commence construction of the WCHC Project within three (3) years following conveyance of the
Site (subject to extensions of time pursuant to Section 6.4), whichever occurs earlier, Agency shall
have the right to exercise its option to repurchase the Site pursuant to Section 5.7 herein. During the
period of construction, but not more frequently than once a month, County shall provide progress
status reports, as available, to Agency if requested by Agency. The WCHC Project shall be deemed
to be complete, for purposes of this Agreement, on the date the County Board of Supervisors adopts a
Resolution of Acceptance and Notice of Completion for the WCHC Project (“Project Completion
Date”). County staff will provide Agency staff thirty (30) days advance notice of the date the County
Board of Supervisors will consider adoption of the Resolution of Acceptance and Notice of
Completion and will evaluate in good faith any written comments received from Agency during such
30-day period.
comments received from Agency during such 30-day period.
After the conveyance of title to the Site and the issuance of the necessary
permits for such development, County will endeavor to promptly begin and thereafter diligently
prosecute to completion the WCHC Project. During the period of construction, but not more
frequently than once a month, County shall provide progress status reports, as available, to Agency if
requested by Agency.
If the County has not commenced construction of the WCHC Project within
three (3) years following the close of escrow for conveyance of the Site by the Agency to the County,
or has commenced construction of the WCHC Project but failed to diligently proceed with
construction, then the Agency shall have the right to repurchase the Site pursuant to Section 5.7.2 of
this Agreement.
The WCHC Project shall be deemed to be complete, for purposes of this
Agreement, on the date the County Board of Supervisors adopts a Resolution of Acceptance and
Notice of Completion for the WCHC Project (“Project Completion Date”). County staff will provide
Agency staff thirty (30) days advance notice of the date the County Board of Supervisors will
consider adoption of the Resolution of Acceptance and Notice of Completion and will evaluate in
good faith any written comments received from Agency during such 30-day period.
3.1.7 Indemnification; Bodily Injury, Property Damage and Workers’
Compensation Insurance
During the periods of construction of the WCHC Project on the Site and until
such time as the WCHC Project is complete, as evidenced by County’s adoption of a Resolution of
Acceptance and Notice of Completion, County agrees to and shall indemnify, protect, defend and
hold Agency and the City harmless from and against all liability, loss, damage, costs or expenses
(including attorneys’ fees and court costs) arising from or as a result of the death of any person or
any accident, injury, loss or damage whatsoever caused to any person or to the property of any
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person, arising directly or indirectly, in whole or in part, from construction of the WCHC Project,
unless arising solely from the willful misconduct or active negligence of the Agency.
The contract documents for the WCHC Project shall require the successful
bidder to (a) secure and maintain worker’s compensation and public liability insurance in forms and
limits of liability satisfactory to County, naming Agency and County, their governing bodies,
officers, agents and employees as additional insureds, and (b) promise to defend, indemnify and hold
harmless Agency and County, their governing bodies, officers, agents and employees from liability
arising or in any way related to construction of the WCHC Project.
3.1.8 Governmental Agency Permits
Agency agrees to join County in executing any applications for governmental
approvals reasonably required by County prior to the close of escrow in connection with the WCHC
Project, but with no obligation by Agency beyond that of executing applications or other documents
prepared by County in connection with the WCHC Project. County shall prepare, implement and
comply with a Stormwater Control Plan and Stormwater Control Operation and Maintenance Plan
consistent with the most recent edition of the Stormwater C.3 Guidebook, and shall provide such
plans to the City.
County shall submit to the Agency and City for review and approval all
construction plans for the Improvements.
3.1.9 Rights of Access
If Agency desires to access the Site during construction of the WCHC
Project, Agency shall make prior arrangements for such access with County’s project manager, and
shall comply with all requirements imposed by County’s project manager and County’s project
superintendent, including checking in at the jobsite office trailer prior to accessing the Site. Agency
and City assume all risks arising from such access onto the Site during construction of the WCHC
Project, and Agency and City shall indemnify, defend and hold County harmless from any damage
caused or liability arising out of this right to access.
3.1.10 Local, State and Federal Laws
County shall carry out the construction of the improvements on the Site in
conformity with all applicable laws, including all applicable federal and state labor standards.
County shall comply with all mitigation measures identified in the Mitigated
Negative Declaration prepared and approved (on October 5, 2010) for the WCHC Project.
3.1.11 Local Hiring Policy
County shall include a local hiring policy in its Project Labor Agreement for
the WCHC Project, with particular emphasis for employment of San Pablo residents on the project
site.
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3.1.12 Antidiscrimination During Construction
County, for itself and its successors and assigns, agrees that in the
construction of the improvements provided for in this Agreement, County will not discriminate
against any employee or applicant for employment because of any basis listed in subdivision (a) or
(d) of Section 12955 of the Government Code, as those bases are defined in Section 12926, 12926.1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the
Government Code.
3.2 Encumbrances and LiensFinancing of the WCHC Project
County plans to finance the acquisition and construction of the WCHCH Project
partially through the issuance of lease revenue bonds by the Contra Costa County Public Financing
Authority (the “Authority”) to be secured by the Site and all improvements thereon (the “Bonded
Indebtedness”). The Bonded Indebtedness will be evidenced by various documents, including
without limitation the Authority’s Lease Revenue Bonds, a Trust Agreement, a Site Lease, and a
Sublease, some or all of which will be recorded as encumbrances against the Site and improvements
constructed thereon (the “Bonded Indebtedness Documents”). Until the Bonded Indebtedness no
longer encumbers the Site or any portion thereof, all rights of Agency under this Agreement are
subject and subordinate to all rights of the Authority and the bond holders, and any inconsistency
among the terms of this Agreement and the terms of the Bonded Indebtedness will be resolved in
favor of the Bonded Indebtedness Documents.
Prior to the issuance by Agency of a Certificate of Completion pursuant to
Section 3.6 hereofProject Completion Date, County shall not place or allow to be placed on the Site
any mortgage, trust deed, encumbrance or lien other than the Bonded Indebtedness Documents unless
unauthorized by this Agreement. County shall remove or have removed any levy or attachment
made on the Site (or any portion thereof), or shall assure the satisfaction thereof, within a reasonable
time, but in any event prior to a sale thereunder. Nothing herein contained shall be deemed to
prohibit County from contesting the validity or amounts of any encumbrance or lien, nor to limit the
remedies available to County in respect thereto.
3.3 Prohibition Against Transfer of Site, the Buildings or Structures Thereon and
Assignment of Agreement
For the period commencing upon the date of this Agreement and until the issuance of
the Certificate of Completion pursuant to Section 3.6 hereofProject Completion Date, no voluntary or
involuntary successor in interest of County other than the Authority, the bond holders, and any other
successors in interest of County under the Bonded Indebtedness Documents, shall acquire any rights
or powers under this Agreement without the prior written approval of the Agency, except as
expressly permitted by this Agreement. Additionally, for the period commencing on the date of this
Agreement and prior to the issuance by Agency of a Certificate of Completion pursuant to
Section 3.6 hereofProject Completion Date, County shall not, except as provided under the Bonded
Indebtedness Documents or otherwise expressly permitted by this Agreement, sell, transfer, convey,
assign, subdivide, refinance or lease the whole or any part of the Site or the buildings or
improvements thereon without the prior written approval of Agency.
These prohibitions shall not apply subsequent to the issuance of the Certificate of
Completion for the SiteProject Completion Date. These prohibitions shall not be deemed to prevent
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the granting of easements or permits to facilitate the development of the Site or to prohibit or restrict
the leasing of any part or parts of a building or structure when said improvements are completed.
Except with respect to the Bonded Indebtedness, In in the absence of specific written
agreement by Agency, no such other transfer, assignment or approval by Agency shall be deemed to
relieve County or any other party from any obligations under this Agreement until completion of
development as evidenced by the issuance of a Certificate of Completion thereforprior to the Project
Completion Date.
3.4Security Financing; Rights of Holders
3.4.1No Encumbrances Except Mortgages, Deeds of Trust, Sales and Leases-Back or
Other Financing for Development
Notwithstanding Sections 3.2 and 3.3 of this Agreement, mortgages, deeds of
trust, sales and leases-back or any other form of conveyance required for any reasonable method of
financing are permitted before issuance of a Certificate of Completion for the purpose of securing
funds to be used for financing the acquisition of the Site, the construction of improvements on the
Site and any other expenditures necessary and appropriate to develop the Site under this Agreement.
County shall notify Agency in advance of any mortgage, deed of trust, sale and lease-back or other
form of conveyance for financing if County proposes to enter into the same before issuance of a
Certificate of Completion. County shall not enter into any such conveyance for financing without the
prior written approval of the Agency, which approval shall not be unreasonably withheld,
conditioned or delayed. Such lender shall be deemed approved unless rejected in writing by the
Agency within ten (10) days after notice thereof to Agency by County. In any event, County shall
promptly notify Agency of any mortgage, deed of trust, sale and lease-back or other financing
conveyance, encumbrance or lien that has been created or attached thereto prior to completion of the
construction of the improvements on the Site whether by voluntary act of County or otherwise. The
words "mortgage" and "deed of trust," as used herein, include all other appropriate modes of
financing real estate acquisition, construction and land development.
3.4.2Holder Not Obligated to Construct Improvements
The holder of any mortgage, deed of trust or other security interest authorized
by this Agreement shall in no way be obligated by the provisions of this Agreement to construct or
complete the improvements or to guarantee such construction or completion, nor shall any covenant
or any other provision in the grant deed for the Site be construed so to obligate such holder. Nothing
in this Agreement shall be deemed to construe, permit or authorize any such holder to devote the Site
to any uses or to construct any improvements thereon other than those uses or improvements
provided for or authorized by this Agreement.
3.4.3Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders;
Right to Cure
Whenever Agency shall deliver any notice or demand to County with respect
to any breach or default by County in completion of construction of the improvements, Agency shall
at the same time deliver a copy of such notice or demand to each holder of record of any mortgage,
deed of trust or other security interest authorized by this Agreement who has previously made a
written request to Agency therefor. Each such holder shall (insofar as the rights of Agency are
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concerned) have the right, 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 and to add the cost thereof to the security
interest debt and the lien on its security interest. In the event there is more than one such holder, the
right to cure or remedy a breach or default of County under this Section 3.4.3 shall be exercised by
the holder first in priority or as the holders may otherwise agree among themselves, but there shall be
only one exercise of such right to cure and remedy a breach or default of County under this
Section 3.4.3. 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 the improvements or construction already made) without first
having expressly assumed County's obligations to Agency by written agreement satisfactory to
Agency. 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
Agency that it has the qualifications and financial responsibility necessary to perform such
obligations. Any such holder properly completing such improvements shall be entitled, upon written
request made to Agency, to a Certificate of Completion from Agency.
3.4.4Failure of Holder to Complete Improvements
In any case where, six (6) months after default by County in completion of
construction of improvements under this Agreement, the holder of any mortgage, deed of trust or
other security interest creating a lien or encumbrance upon the Site has not exercised the option to
construct, or if it has exercised the option and has not proceeded diligently with construction, Agency
may purchase the mortgage, deed of trust or other security interest by payment to the holder of the
amount of the unpaid debt, plus any accrued and unpaid interest. If the ownership of the Site has
vested in the holder, Agency, if it so desires, shall be entitled to a conveyance of the Site from the
holder to Agency upon payment to the holder of an amount equal to the sum of the following:
a.The unpaid mortgage, deed of trust or other security interest debt
attributable to the Site at the time title became vested in the holder
(less all appropriate credits, including those resulting from collection
and application of rentals and other income received during
foreclosure proceedings);
a.All expenses with respect to foreclosure;
a.The net expenses, if any (exclusive of general overhead), incurred by the
holder as a direct result of the subsequent management of the Site;
a.The costs of any authorized improvements made by such holder; and
a.An amount equivalent to the interest that would have accrued on the
aggregate of such amounts had all such amounts become part of the
mortgage or deed of trust debt and such debt had continued in
existence to the date of payment by Agency.
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3.4.5Right of Agency to Cure Mortgage, Deed of Trust or Other Security Interest
Default
In the event of a default or breach by County of a mortgage, deed of trust or
other security interest with respect to the Site prior to the completion of development, and the holder
has not exercised its option to complete the development, Agency may cure the default prior to
completion of any foreclosure. In such event, Agency shall be entitled to reimbursement from
County of all reasonable costs and expenses incurred by Agency in curing the default. Agency shall
also be entitled to a lien upon the Site to the extent of such costs and disbursements. Any such lien
shall be subject to mortgages, deeds of trust or other security interests executed for the purpose of
obtaining funds to purchase and develop the Site as authorized herein.
3.5Right of Agency to Satisfy Other Liens on the Site After Title Passes
After the conveyance of title and prior to the issuance by Agency of a Certificate of
Completion pursuant to Section 3.6 hereof, and after County has had notice of, and a reasonable time
to challenge, cure or satisfy any liens or encumbrances on the Site, Agency shall have the right to
satisfy any such liens or encumbrances, provided, however, that nothing in this Agreement shall
require County to pay or make provision for the payment of any tax, assessment, lien or charge so
long as County in good faith shall contest the validity or amount thereof, and so long as such delay in
payment shall not subject the Site to forfeiture or sale.
3.6Certificate of Completion
Promptly after completion of all construction and development to be completed by
County pursuant to this Agreement, Agency shall furnish County with a Certificate of Completion
upon written request therefor by County. Such Certificate of Completion shall be in such form as to
permit it to be recorded in the Office of the County Recorder of Contra Costa County.
A Certificate of Completion shall be, and shall so state, conclusive determination of
satisfactory completion of the construction required by this Agreement and of full compliance with
the terms hereof pertaining to such construction. After issuance of such Certificate of Completion,
any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Site
covered by said Certificate of Completion shall not (because of such ownership, purchase, lease or
acquisition) incur any obligation or liability under this Agreement, except that such party shall be
bound by any covenants contained in the deed, lease, mortgage, deed of trust, contract or other
instrument of transfer in accordance with the provisions of Sections 4.1 through 4.4 of this
Agreement, and the Right of First Offer to be executed by the Agency and County and recorded
against the Site. Except as otherwise provided herein, after the issuance of a Certificate of
Completion, neither Agency, the City nor any other person shall have any rights, remedies or
controls with respect to the Site that it would otherwise have or be entitled to exercise under this
Agreement as a result of a default in or breach of any provision of this Agreement, and the respective
rights and obligations of the parties with reference to the Site shall be as set forth in the grant deed of
the Site from Agency to County, which shall be in accordance with the provisions of Sections 4.1
through 4.4 of this Agreement, and the Right of First Offer to be executed by the Agency and County
and recorded against the Site. Notwithstanding the foregoing, the provisions of this Agreement shall
not merge but shall survive the issuance of a Certificate of Completion as necessary to give full force
and effect to the provisions referring to this Agreement in the grant deed and other documents
recorded pursuant to this Agreement.
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Agency shall not unreasonably withhold any Certificate of Completion. If Agency
refuses or fails to furnish a Certificate of Completion after written request from County, Agency
shall, within ten (10) days of the next regularly scheduled Agency meeting after such written request,
provide County with a written statement of the reasons Agency refused or failed to furnish a
Certificate of Completion. The statement shall also contain Agency's opinion of the action County
must take to obtain a Certificate of Completion. If the reason for such refusal is confined to the
immediate unavailability of specific items or materials for landscaping, Agency will issue its
Certificate of Completion upon the posting of a bond by County with Agency in an amount
representing a fair value of the work not yet completed. If Agency shall have failed to provide such
written statement within said 10-day period after such Agency meeting, County shall be deemed
entitled to the Certificate of Completion.
Such Certificate of Completion shall not constitute evidence of compliance with or
satisfaction of any obligation of County to any holder of a mortgage or any insurer of a mortgage
securing money loaned to finance the improvements or any part thereof. Such Certificate of
Completion is not a notice of completion as referred to in California Civil Code Section 3093.
ARTICLE 4. USE OF THE SITE
4.1 Uses
County covenants and agrees for itself, its successors, its assigns and every successor
in interest that prior to the Redevelopment Plans’ Termination Date, County shall use the Site for the
construction and operation of a health center, and all uses incidental thereto. If not prohibited by
permitted under the Bonded Indebtedness Documents, County shall record a Memorandum of
Disposition and Development Agreement (“Memorandum of DDA”) to memorialize the existence of
this Agreement and Agency’s right to repurchase the Site as provided in Section 5.7 below. County
shall record the Memorandum of DDA, if permitted under the Bonded Indebtedness Documents,
within ten (10) business days after the recording of the Bonded Indebtedness Documents. If
requested by County after the Redevelopment Plans’ Termination Date, Agency shall execute a
Quitclaim Deed or whatever other document is required to clear the encumbrance created by the
Memorandum of DDA.Substantially concurrently with the close of escrow for the Site, the Agency
and County shall execute and record a Right of First Offer (in substantially the form attached as
Exhibit G hereto) to repurchase the Site in the event County determines, by official action of the
Board of Supervisors, to dispose of the Site or discontinue operation or use of the Site as a health
center. Notwithstanding anything to the contrary set forth above, County will have the right to enter
into any lease, lease-back, mortgage, assignment, or pledge or other transfer of County’s interest in
all or any portion of the Site in order to secure financing for the acquisition, construction,
development or use of the Site.
County shall maintain the project and project site in a clean, repaired condition that
would not constitute a public nuisance.
4.2 Obligation to Refrain From Discrimination
County covenants by and for itself and any successors in interest that there shall be
no discrimination against or segregation of any person or group of persons on account of any basis
listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined
in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955,
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and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the Site, nor shall County itself or any person claiming under or through it
establish or permit any such practice or practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees of the Site. The foregoing covenants shall run with the land.
4.3 Form of Nondiscrimination and Nonsegregation Clauses
County shall refrain from restricting the rental, sale or lease of the Site on any basis
listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined
in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955,
and Section 12955.2 of the Government Code. All such deeds, leases or contracts shall contain or be
subject to substantially the following nondiscrimination or nonsegregation clauses:
a. In deeds: “The grantee herein covenants by and for himself or herself, his or
her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that
there shall be no discrimination against or segregation of, any person or group of persons on account
of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases
are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of
Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer,
use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any
person claiming under or through him or her, establish or permit any practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing
covenants shall run with the land.”
a.b. In leases: “The lessee herein covenants by and for himself or herself, his or
her heirs, executors, administrators, and assigns, and all persons claiming under or through him or
her, and this lease is made and accepted upon and subject to the following conditions:
“That there shall be no discrimination against or segregation of any person or
group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in
the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein
leased nor shall the lessee himself or herself, or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with reference to
the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or
vendees in the premises herein leased.”
c. In contracts: “There shall be no discrimination against or segregation of any
person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of
the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in
the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the
transferee himself or herself, or any person claiming under or through him or her, 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.”
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4.4 Future Use of County Parking Garage
County hereby covenants and agrees that it will negotiate in good faith with Agency or future
owners of the Agency property adjacent to the Site regarding the allocation of parking spaces in the
parking garage to be constructed on the site for use at a reasonable cost by future development on the
Agency property adjacent to the site.
4.5 Effect and Duration of Covenants
After County’s adoption of a Resolution of Acceptance and Notice of Completion for
the WCHC Project and Agency’s adoption of a Certificate of Completionthe Project Completion
Date, all of the terms, covenants, agreements and conditions set forth in this Agreement will cease
and terminate, except the covenants against discrimination, which shall remain in effect in perpetuity,
and the specific obligations which will survive termination of this Agreementthe Project Completion
Date that are set forth in Sections 3.1.4.a, b, and c, Section 4.1 and ,Section 4.4, Article 5, and
Section 5.7.3.
ARTICLE 5. DEFAULTS, REMEDIES AND TERMINATION
5.1 Defaults -- General
Subject to the extensions of time set forth in Section 6.4, failure or delay by either
party to perform any term or provision of this Agreement constitutes a default under this Agreement.
The party who so fails or delays must immediately commence to cure, correct or remedy such failure
or delay and shall complete such cure, correction or remedy with reasonable diligence and during any
period of curing shall not be in default.
The injured party shall give written notice (as specified in Section 6.1 hereof) of any
default to the party in default specifying the default complained of by the injured party. Except as
required to protect against further damages and except as otherwise expressly provided in
Sections 5.4 and 5.5 of this Agreement, the injured party may not institute proceedings against the
party in default until thirty (30) days after giving such notice (provided, however, if such default is
not reasonably susceptible of cure within thirty (30) days, if such party commences the cure within
such thirty (30) day period and diligently prosecutes the cure to completion, no action shall be taken
by the other party). Failure or delay in giving such notice shall not constitute a waiver of any default
nor shall it change the time of default.
Except as otherwise expressly provided in this Agreement, any failure or delay by
either party in asserting any of its rights or remedies as to any default shall not operate as a waiver of
any default or of any such rights or remedies or deprive such party of its right to institute and
maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any
such rights or remedies.
5.2 Legal Actions
5.2.1 Institution of Legal Actions
In addition to any other rights or remedies, except as expressly limited herein,
either party may institute legal action to cure, correct or remedy any default, or recover damages for
any default, or to obtain any other remedy consistent with the purpose of this Agreement after the
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SPB/WCHC DDA 26 9/21/10
expiration of the cure periods set forth herein. Such legal actions must be instituted in the Superior
Court of the County of Contra Costa, State of California, or in the appropriate Federal District Court
in the State of California.
5.2.2 Applicable Law
The laws of the State of California shall govern the interpretation and
enforcement of this Agreement.
5.2.3 Acceptance of Service of Process
In the event that any legal action is commenced by County against Agency,
service of process on Agency shall be made as may be provided by law.
In the event that any legal action is commenced by Agency against County,
service of process on County shall be made as may be provided by law.
5.2.4 Attorneys’ Fees and Costs
If an action is commenced between the parties, the prevailing party in that
action shall be entitled to recover from the nonprevailing party all reasonable attorneys’ fees and
costs, witness fees, arbitrators’ fees, and court and arbitration costs. “Prevailing party” shall include,
without limitation, the following: (a) a party who dismisses an action in exchange for sums allegedly
due; (b) the party who receives performance from the other party for an alleged breach of contract or
a desired remedy where the performance is substantially equal to the relief sought in an action;
(c) the party who receives any award for relief through arbitration; or (d) the party determined to be
the prevailing party by a court of law.
5.3 Rights and Remedies are Cumulative
Except as otherwise expressly stated in this Agreement, the rights and remedies of the
parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall
not preclude the exercise by it, at the same time or different times, of any other rights or remedies for
the same default or any other default by the other party.
5.4 Damages
If County or Agency defaults under any of the provisions of this Agreement, the
nondefaulting party shall serve written notice (pursuant to Section 6.1 hereof) of such default upon
the defaulting party. If the default is not commenced to be cured by the defaulting party within
ninety (90) days after the defaulting party’s receipt of the notice of default, the defaulting party shall
be liable to the other party for any damages caused by such default.
5.5 Specific Performance
If County or Agency defaults under any of the provisions of this Agreement, the
nondefaulting party shall serve written notice (pursuant to Section 6.1 hereof) of such default upon
the defaulting party. If the default is not commenced to be cured by the defaulting party within forty-
five (45) days after the defaulting party’s receipt of the notice of default, and promptly thereafter
SPB/WCHC DDA 27 9/21/10
prosecuted to completion, the nondefaulting party, at its option, may institute an action for specific
performance of the terms of this Agreement.
5.6 Rights of Termination Prior to Conveyance of the Site to County
5.6.1 Termination by County
In the event that, prior to conveyance of title to the Site to County:
a. Agency is in breach or default with respect to any obligation of
Agency under this Agreement; and
b. If any default or failure referred to in subdivision a., of this Section
5.6.1 shall not be cured within thirty (30) days after the date of
written demand by County;
then this Agreement may, at the option of County, be terminated by written notice thereof. Upon
such termination, neither Agency nor County shall have any further rights against or liability to the
other under this Agreement, and the full Deposit, and all accrued interest, shall be returned to
County.
5.6.2 Termination by Agency
In the event that, prior to conveyance of title to the Site to County:
a. A legal challenge pursuant to CEQA is filed and the County
determines, by official action of the Board of Supervisors, not to
proceed with the development of the WCHC Project; or
b. County is in breach or default with respect to any obligation of
County under this Agreement; and
c. If any default or failure referred to in subdivision b. of this Section
5.6.2 shall not be cured within thirty (30) days after the date of
written demand by Agency;
then this Agreement, and any rights of County or any assignee or transferee in this Agreement
pertaining thereto or arising therefrom with respect to Agency, may, at the option of Agency, be
terminated by Agency by written notice thereof to County. Upon such termination, neither Agency
nor County shall have any further rights against or liability to the other under this Agreement, except
as to the disbursement of the Deposit as described herein.
In the event the tenant occupying the Site has moved from the Site at the time
of termination by the Agency under this Section 5.6.2, the Agency shall be entitled to retain the Lost
Rent Component of the Deposit, plus the expended portion of the Relocation Cost Component of the
Deposit, if any. As used herein, “expended” shall mean and include amounts not yet paid to the
Agency’s relocation consultant for fees and costs incurred or required to be incurred to complete the
relocation services attributable to the tenant occupying the Site.
SPB/WCHC DDA 28 9/21/10
In the event the tenant occupying the Site has not moved and is in a position
to continue its occupancy of the Site at the time of termination by the Agency under this Section
5.6.2, the Agency shall return the Lost Rent Component of the Deposit plus the unexpended portion
of the Relocation Cost Component of the Deposit, if any, to the County.
5.7 Option to Repurchase, Reenter and RepossessRepurchase of Site by Agency
5.7.1 During Bonded Indebtedness Period
During the time that the Site is encumbered by the Bonded Indebtedness, the
Agency shall have no right to repurchase the Site so long as such repurchase of the site is explicitly
prohibited by the Bonded Indebtedness.
5.7.2 Prior to Project Completion Date
Prior to the Project Completion Date, if (i) the Site is no longer encumbered
by the Bonded Indebtedness and (ii) the County, by official action of the Board of Supervisors,
determines not to proceed with or complete the construction of the WCHC Project, County agrees to
sell, and Agency agrees to purchase, the Site for an amount equal to the Purchase Price, plus all costs
incurred by County in connection with the design and construction of the WHCH as of the date of the
repurchase of the Site by Agency.
If the County has not commenced construction of the WCHC Project within
three (3) years following the close of escrow for conveyance of the Site by the Agency to the County,
or has commenced construction of the WCHC Project but failed to diligently proceed with
construction, then the Agency shall have the right to repurchase the Site if the Site is no longer
encumbered by the Bonded Indebtedness, or is encumbered by the Bonded Indebtedness, but the
Bonded Indebtedness does not explicitly prohibit the repurchase of the Site by the Agency. In such
event, County agrees to sell, and Agency agrees to purchase, the Site for an amount equal to the
lesser of (a) the fair market value of the Site or (b) the Purchase Price paid by the County to the
Agency plus all costs incurred by County in connection with the design and construction of the
WCHC Project as of the date of the repurchase of the Site by Agency.
County agrees to take all appropriate actions to effectuate the right of the
Agency to repurchase the Site from the County, including, but not limited to, removing the
encumbrance of the Bonded Indebtedness. Should County be prohibited from reconveying the Site
to Agency pursuant to this Section 5.7.2, then the County shall improve the Site with a public plaza
and landscaping, which shall be designed by Agency to a level that is consistent and coordinates with
improvements constructed on adjacent Agency-owned property, if any, and pay the sum of TWO
MILLION DOLLARS ($2,000,000) to the Agency as liquidated damages for any and all of County’s
defaults related to the County’s ownership of the Site, and not as a penalty. The Agency and the
County agree that while it is impractical and extremely difficult to fix the amount of damages
suffered by the Agency, the parties are of the opinion, on the basis of all information available to
them, that such damages approximately equal the sum stated in this paragraph and is fair
compensation for the Agency’s loss of use of one of its prime redevelopment sites, loss of ability to
market such site to potential developers, and decrease in size of the larger “Circle S” redevelopment
site. The amount of liquidated damages is based on factors including but not limited to: the delay in
returning the Site to the Agency’s ownership and control, which a) delays the Agency’s ability to
manage or influence future development of the Site, b) delays Agency’s ability to coordinate
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SPB/WCHC DDA 29 9/21/10
development of the Site with adjacent Agency-owned property, and c) leaves a land-locked parcel
which requires access through the adjacent Agency-owned property to a public street, all of which
impacts the Agency’s ability to increase tax revenues from the adjacent Agency-owned property and
causes the Agency’s failure to effectuate its purposes and objectives within a reasonable amount of
time, resulting in additional immeasurable damage and loss to the Agency and the community. In the
event this paragraph should be held to be void for any reason, the Agency shall be entitled to the full
extent of damages otherwise provided by law.
The public plaza and landscaping shall be maintained by the County until
such time as the County can either (a) develop the Site pursuant to the terms of this Agreement or
(b) reconvey the Site to the Agency pursuant to this Section 5.7.2.
5.7.3 After Project Completion Date and Prior to Redevelopment Plans
Termination Date
After the Project Completion Date and prior to the Redevelopment Plans
Termination Date, if (i) the Site is no longer encumbered by the Bonded Indebtedness or such bonded
indebtedness does not explicitly prohibit such right of repurchase, and (ii) the County, by official
action of the Board of Supervisors, determines to dispose of the Site or discontinue operation or use
of the Site as a health center, County shall first offer the Site to Agency before selling or agreeing to
sell the Site, or changing or discontinuing the use of the Site as a health center (“First Offer”).
Agency’s purchase price for the Site (“Agency’s Purchase Price”) shall be the
appraised fair market value of the Site at its highest and best use at the time of County’s First Offer.
County shall submit to Agency with the First Offer the appraisal of the Site relied upon by County to
establish the appraised fair market value of the Site (“Supporting Documentation”).
Agency shall have sixty (60) days from the date it receives the First Offer and
the Supporting Documentation (“First Acceptance Period”), at Agency’s option, to either (i)
“Accept” the First Offer at County’s initial determination of Agency’s Purchase Price; (ii)
“Conditionally Accept” County’s First Offer subject to further negotiation of Agency’s Purchase
Price or (iii) reject County’s First Offer, by delivering to County its written notification on or before
5:00 p.m. on the last day of the First Acceptance Period. If Agency fails either to Accept or
Conditionally Accept the First Offer on or before the last day of the First Acceptance Period, the
First Offer shall be deemed to be rejected.
If Agency Conditionally Accepts the First Offer then, within 30 days
following delivery of the notice of the Conditional Acceptance, the parties will meet and negotiate in
an effort to reach agreement on the Agency’s Purchase Price, or, alternatively, select a mutually
acceptable appraiser (“Joint Appraiser”) for the Property. If the parties are unable to agree on the
Agency’s Purchase Price or a Joint Appraiser within 30 days following delivery of the notice of
Conditional Acceptance, each party shall select and notify an appraiser of its selection and
assignment within 10 days following the expiration of the initial 30-day period. The function of the
two appraisers selected by the parties shall be to mutually select a third appraiser (“Appointed
Appraiser”) within 10 days of notification by the parties of their assignment. The Appointed
Appraiser shall have the designation of MAI (Member of the Appraisal Institute) and shall have
substantial experience in the geographic real estate market where the Site is located. Each party shall
pay its own appraiser and shall split the costs of the Joint Appraiser or Appointed Appraiser, as
applicable.
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SPB/WCHC DDA 30 9/21/10
Agency shall have 30 days following receipt of the appraisal of the Joint
Appraiser or Appointed Appraiser, as the case may be, to either (i) Accept the First Offer at the
Agency’s Purchase Price as determined by the Joint Appraiser or Appointed Appraiser; or (ii) Reject
the First Offer (“Final Acceptance Period”). If the Agency fails to Accept the First Offer by
delivering to County written notification on or before 5:00 p.m. on the last day of the 30-day Final
Acceptance Period, the First Offer shall be deemed to be rejected.
If Agency Accepts the First Offer, during either the First Acceptance Period
or the Final Acceptance Period, the parties shall use their best efforts to consummate the purchase
and sale of the Site within 60 days following acceptance of the First Offer (“Closing Period”).
If Agency Rejects the First Offer, this Agreement will terminate.
Agency’s right to repurchase under this section shall automatically terminate
on the first of the following events to occur:
(a) Expiration of the term of this DDA;
(b) The amendment of the Redevelopment Plans without County’s
consent which changes the permitted uses of the Site;
(c) Agency rejects the First Offer; or
(d) Purchase of the Site by Agency.
Agency’s rights under this Section 5.7.3 shall not be transferred or assigned
in any manner. Any assignment of the rights or obligations under this Section 5.7.3 shall be void.
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SPB/WCHC DDA 31 9/21/10
ARTICLE 6. Agency shall have the additional right, at its option, to repurchase, reenter and
take possession of the Site with all improvements thereon, if after conveyance of title to the Site
and prior to the issuance of the Certificate of Completion for the development of the Site,
County shall:
ARTICLE 6. Fail to obtain all funding necessary for the construction of the improvements to
the Site; or
ARTICLE 6. Determine, by official action of the Board of Supervisors, not to proceed with the
WCHC Project following the filing of legal challenge pursuant to CEQA; or
ARTICLE 6. Fail to proceed with the construction of the improvements as required by this
Agreement for a period of three (3) consecutive months after written notice thereof from
Agency; or
ARTICLE 6. Abandon or substantially suspend construction of the improvements for a period
of three (3) consecutive months after written notice of such abandonment or suspension from
Agency; or
ARTICLE 6. Assign this Agreement, or transfer or suffer any involuntary transfer of the Site
or any part thereof in violation of this Agreement.
ARTICLE 6. Such right to repurchase, reenter and repossess, to the extent provided in this
Agreement, shall be subordinate and subject to and be limited by and shall not defeat, render
invalid or limit:
ARTICLE 6. a. Any mortgage, deed of trust or other security instrument permitted by
this Agreement; or
ARTICLE 6. b. Any rights or interests provided in this Agreement for the protection of
the holder of such mortgages, deeds of trust or other security instruments.
ARTICLE 6. To exercise its right to repurchase, reenter and take possession with respect to
the Site, Agency shall pay to County in cash an amount equal to:
ARTICLE 6. a. The Purchase Price paid to Agency for the Site; plus
ARTICLE 6. b. All costs incurred by County for on site labor and materials for the
construction of the improvements on the Site at the time of the repurchase, reentry and
repossession; less
ARTICLE 6. c. Any gains or income withdrawn or made by County from the Site or the
improvements thereon.
ARTICLE 19. ARTICLE 6. GENERAL PROVISIONS
19.16.1 Notices, Demands and Communications Between the Parties
Formal notices, demands and communications between Agency and County shall be
in writing and sent to the following addresses by one or more of the following methods:
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SPB/WCHC DDA 32 9/21/10
a. Addresses/Fax Numbers
Agency: Redevelopment Agency of the City of San Pablo
13831 San Pablo Avenue
San Pablo, CA 94806
Attention: Executive Director
Telephone: (510) 215-3012
Fax Number: (510) 620-0204
County: Contra Costa County
Stephen G. Harris, Ph.D
Director, Planning and Evaluation
Contra Costa Health Services
50 Douglas Dr., Suite 310
Martinez, CA 94553
Telephone: (925) 957-5416
Fax Number: (925) _________
With a copy to:
Contra Costa County
Real Property Division
Public Works Department
255 Glacier Drive
Martinez, CA 94553
Attn: Carmen Piña-Sandoval
Telephone: (925) 313-2012
b. Methods
1. Certified mail, return receipt requested, in which case notice shall be deemed
delivered three (3) business days after deposit, postage prepaid, in the United States mail; or
2. A nationally recognized overnight courier, by priority overnight service, in
which case notice shall be deemed delivered one (1) business day after deposit with that courier; or
3. Hand delivery with signed receipt for delivery from a person at the place of
business of the receiving party and authorized to accept delivery for the receiving party, in which
case notice shall be deemed delivered upon receipt; or
4. Telecopy or facsimile transmission, if a copy of the notice is also sent the
same day by United States certified mail, in which case notice shall be deemed delivered one (1)
business day after the telecopy or facsimile transmission, provided that a transmission report is
automatically generated reflecting the accurate transmission of the notice to the receiving party at the
fax number specified in paragraph a. above.
SPB/WCHC DDA 33 9/21/10
19.26.2 Conflicts of Interest
No member, official or employee of Agency shall have any personal interest, direct
or indirect, in this Agreement, nor shall any such member, official or employee participate in any
decision relating to this Agreement which affects his personal interests or the interests of any
corporation, partnership or association in which he is directly or indirectly interested.
County warrants that it has not paid or given, and will not pay or give, any third
person any money or other consideration for obtaining this Agreement.
19.36.3 Nonliability of Officials and Employees
No member, official or employee of Agency shall be personally liable to County in
the event of any default or breach by Agency or for any amount which may become due to County or
on any obligations under the terms of this Agreement. No member, official or employee of County
shall be personally liable to Agency in the event of any default or breach by County or for any
amount which may become due to Agency or on any obligations under the terms of this Agreement.
19.46.4 Enforced Delay: Extension of Times of Performance
In addition to the specific provisions of this Agreement, performance by any 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;
epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental
restrictions or priority; litigation; inclement weather in which work cannot proceed; inability to
secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts of
another party; acts or the failure to act of any public or governmental agency or entity (except that
acts or the failure to act of Agency or County shall not excuse performance by Agency or County) or
any other causes beyond the control or without the fault of the party claiming an extension of time to
perform. An extension of time for any such cause shall only be for the period of the enforced delay,
which period shall commence to run from the time of the commencement of the cause. If, however,
notice by the party claiming such extension is sent to the other parties more than thirty (30) days after
the commencement of the cause, the period shall commence to run only thirty (30) days prior to the
giving of such notice. Times of performance under this Agreement may also be extended in writing
by Agency and County.
19.56.5 Severabilty
If any term or provision of this Agreement shall, to any extent, be held invalid or
unenforceable, the remainder of this Agreement shall not be affected.
19.66.6 Successors and Assigns; No Third Party Beneficiaries
This Agreement shall inure to the benefit of and be binding upon the parties to this
Agreement and their respective heirs, successors, and assigns. Nothing in this Agreement, express or
implied, is intented to confer on any person, other than the parties and their respective successors and
assigns, any rights or remedies under or by reason of this Agreement.
SPB/WCHC DDA 34 9/21/10
19.76.7 Effective Date of Agreement; Term
This Agreement is subject to approval of the governing bodies of County and
Agency. This Agreement is effective on the date that the last of the governing bodies of County and
Agency approves this Agreement (“Effective Date”). The term of this Agreement will commence
upon the Effective Date and terminate upon completion of the WCHC Project, as evidenced by
County’s adoption of a Resolution of Acceptance and Notice of Completion, except the covenants
against discrimination, which shall remain in effect in perpetuity, and the specific obligations of
Sections 3.1.4.a, b, and c, and Sections 4.1 and 4.4, which will survive termination of this Agreement
until the Redevelopment Plans termination Termination date Dateof the Legacy Redevelopment Plan
(currently March 3, 2028).
ARTICLE 20. ARTICLE 7. SPECIAL PROVISIONS
20.17.1 Amendment of Redevelopment Plans
Pursuant to provisions of the Redevelopment Plans for modification or amendment
thereof, Agency agrees that no amendment which changes the uses or development permitted on the
Site or extends the Redevelopment Plans Termination Date or changes the restrictions or controls
that apply to the Site or otherwise directly affect the use of the Site shall be made or become effective
without the prior written consent of County. Amendments to the Redevelopment Plans applying to
other property in the Project Areas shall not require the consent of County.
20.27.2 Amendments to this Agreement
County and Agency agree to mutually consider reasonable requests for amendments
to this Agreement which may be made by any of the parties hereto, lending institutions, or bond
counsel or financial consultants to Agency or County, provided such requests are consistent with this
Agreement and would not substantially alter the basic business terms included herein.
20.37.3 Defense of Litigation
The County shall indemnify, defend and hold harmless the Agency and the City, and
their respective agents, officers, directors and employees from and against any claim, action or
proceeding that may be made or brought against the Agency or the City, or their respective agents,
officers, directors or employees, arising from the approval and exercise of this Agreement, including,
but not limited to, compliance with the California Environmental Quality Act (Public Resources
Code Section 21000 et seq.), compliance with the Dutra Act (Government Code Section 65863 et
seq.), or any other claim, action or proceeding arising directly or indirectly, in whole or in part, from
approval of this Agreement. In any such event, upon demand by the Agency, the County, at its sole
cost and defense, shall resist or defend any such claim, action or proceeding in the name of the
Agency or the City, or in the name of the agent, officer, director or employee, as the case may be, if
necessary, by such attorneys as the Agency or City shall approve, which approval shall not be
unreasonably withheld or delayed. Any settlement of such claim, action or proceeding with respect
to Agency or City will be subject to approval by the Agency or the City, as applicable.
SPB/WCHC DDA 35 9/21/10
ARTICLE 21. ARTICLE 8. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS
This Agreement is executed in four (4) duplicate originals, each of which is deemed to be an
original. This Agreement comprises pages 1 through __, inclusive, and Exhibits A through G,
attached hereto and incorporated herein by reference, all of which constitute the entire understanding
and agreement of the parties.
This Agreement integrates all of the terms and conditions mentioned herein or incidental
hereto, and supersedes all negotiations or previous agreements between the parties with respect to all
or any part of the subject matter hereof.
All waivers of the provisions of this Agreement must be in writing and signed by the
appropriate authorities of Agency and County, and all amendments hereto must be in writing and
signed by the appropriate authorities of Agency and County.
ARTICLE 22. ARTICLE 9. TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
This Agreement, when executed by County and delivered to Agency, must be authorized,
executed and delivered by Agency within ten (10) days after the date of signature by County or this
Agreement shall be void, except to the extent that County shall consent in writing to further
extensions of time for the authorization, execution and delivery of this Agreement.
IN WITNESS WHEREOF, Agency and County have executed this Agreement on the dates
set forth adjacent to their signatures.
"AGENCY"
REDEVELOPMENT AGENCY OF THE CITY
OF SAN PABLO,
a public body, corporate and politic
Date Signed: , 2010 By
R. Matt Rodriguez
Executive Director
APPROVED AS TO FORM
Date Signed: , 2010 By
Brian M. Libow
Agency Counsel
SPB/WCHC DDA 36 9/21/10
"COUNTY"
CONTRA COSTA COUNTY,
a political subdivision of the State of California
Date Signed: , 2010 By
Chair, Board of Supervisors
ATTEST: David J. Twa, Clerk of the Board of
Supervisors
Date Signed: , 2010 By
Deputy
RECOMMENDED FOR APPROVAL:
Date Signed: , 2010 By
Karen A. Laws
Principal Real Property Agent
Date Signed: , 2010 By
Patrick Godley
Chief Operating Officer and
Chief Financial Officer
APPROVED AS TO FORM:
Sharon L. Anderson, County Counsel
Date Signed: , 2010 By
Deputy County Counsel
SPB/WCHC DDA Acknowledgments 9/21/10
ACKNOWLEDGMENTS
SPB/WCHC DDA Exhibit A 9/21/10
Page 1 of 1
EXHIBIT A
LEGAL DESCRIPTION OF THE SITE
[TO BE INSERTED]
SPB/WCHC DDA Exhibit B 9/21/10
Page 1 of 1
EXHIBIT B
AERIAL DEPICTION OF THE SITE
[TO BE INSERTED]
SPB/WCHC DDA Exhibit C 9/21/10
1
EXHIBIT C
FORM OF GRANT DEED
RECORDING REQUESTED BY:
Redevelopment Agency of the City of San Pablo
WHEN RECORDED MAIL TO
_________, ________________
ATTN: ____________________
No fee for recording pursuant to
Government Code Section 27383
SPACE ABOVE THIS LINE FOR RECORDER’S USE
GRANT DEED
For valuable consideration, the receipt of which is hereby acknowledged,
THE REDEVELOPMENT AGENCY OF THE CITY OF SAN PABLO, a public body,
corporate and politic, of the State of California (herein called "Grantor"), acting to carry out the
Redevelopment Plans (herein called “Redevelopment Plans”) for the Tenth Township and Legacy
Redevelopment Projects, under the Community Redevelopment Law of the State of California,
hereby grants to CONTRA COSTA COUNTY, a political subdivision of the State of California
(herein called "Grantee"), the real property (the "Site") legally described in the document attached
hereto, labeled Exhibit A, and incorporated herein by this reference.
1. The Site is conveyed subject to the Redevelopment Plans and pursuant to a
Disposition and Development Agreement (the "DDA") entered into by and between the Grantor and
the Grantee and dated ___________________, 2010. The Site is also conveyed subject to easements
of record.
2. The Grantee hereby covenants and agrees, for itself and its successors and assigns,
that during construction and thereafter, the Grantee shall use the Site only in conformance with the
Redevelopment Plans, the DDA, and this Grant Deed. Specifically, County covenants and agrees
that the Site shall be used as a County health center and parking garage as described in the DDA; all
uses other than the health center and the parking garage shall require the prior written approval of the
Agency, until termination of the Redevelopment Plan for the Legacy Redevelopment Project. Except
as further limited by this Agreement, all uses conducted on the Site or any part thereof,
including, without limitation, all activities undertaken by Grantee pursuant to the DDA, shall
conform to the Redevelopment Plans and all applicable provisions of the Community
Redevelopment Law of the State of California.
3. Prior to the issuance of a Certificate of Completion by the Grantor as provided in the
DDA, the Grantee shall not, except as permitted by the DDA, sell, transfer, convey, assign or lease
SPB/WCHC DDA Exhibit C 9/21/10
2
the whole or any part of the Site without the prior written approval of the Grantor. This prohibition
shall not apply subsequent to the issuance of the Certificate of Completion with respect to the
improvements upon the Site. This prohibition shall not be deemed to prevent the granting of
easements or permits to facilitate the development of the Site or to prohibit or restrict the lease or
sale of any part or parts of a building or structure when said improvements are completed.
4. Subject to the provisions of Section 5.7 of the DDA, the Grantor shall have the right,
at its option, to repurchase, reenter and take possession of the Site hereby conveyed, or such portion
thereof, with all improvements thereon, if after conveyance of title and prior to issuance of a
Certificate of Completion of construction upon the Site, the Grantee or successor in interest shall:
a. Fail to obtain all funding necessary for the construction of the improvements
to the Site; or
b. Determine, by official action of the Board of Supervisors, not to proceed with
the WCHC Project following the filing of legal challenge pursuant to CEQA; or
c. Fail to proceed with the construction of the improvements as required by the
DDA for a period of three (3) consecutive months after written notice thereof from the Grantor; or
d. Abandon or substantially suspend construction of the improvements for a
period of three (3) consecutive months after written notice of such abandonment or suspension from
the Grantor; or
e. Assign the DDA, or transfer or suffer any involuntary transfer of the Site, or
any part thereof, in violation of the DDA.
Such right to repurchase, reenter and repossess, to the extent provided in this paragraph 4,
shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit:
a. Any mortgage, deed of trust or other security instrument permitted by
the DDA; or
b. Any rights or interests provided in the DDA for the protection of the holder of
such mortgages, deeds of trust or other security instruments.
5. The Grantee covenants by and for itself and any successors in interest that there shall
be no discrimination against or segregation of any person or group of persons on account of any basis
listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined
in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955,
and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the Site, nor shall the Grantee itself or any person claiming under or through
it establish or permit any such practice or practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees in the Site.
All deeds, leases or contracts made relative to the Site, the improvements thereon or any part
thereof, shall contain or be subject to substantially the following nondiscrimination clauses:
SPB/WCHC DDA Exhibit C 9/21/10
3
a. In deeds: “The grantee herein covenants by and for himself or herself, his or
her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that
there shall be no discrimination against or segregation of, any person or group of persons on account
of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases
are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of
Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer,
use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any
person claiming under or through him or her, establish or permit any practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing
covenants shall run with the land.”
b. In leases: “The lessee herein covenants by and for himself or herself, his or
her heirs, executors, administrators, and assigns, and all persons claiming under or through him or
her, and this lease is made and accepted upon and subject to the following conditions:
“That there shall be no discrimination against or segregation of any person or group
of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in
the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein
leased nor shall the lessee himself or herself, or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with reference to
the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or
vendees in the premises herein leased.”
c. In contracts: “There shall be no discrimination against or segregation of any
person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of
the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in
the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the
transferee himself or herself, or any person claiming under or through him or her, 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.”
6. County hereby covenants and agrees that it will negotiate in good faith with Agency
or future owners of the Agency property adjacent to the Site regarding the allocation of parking
spaces in the parking garage to be constructed as part of the Grantee’s development of the Site
pursuant to the DDA for use at a reasonable cost by future development on the Agency property
adjacent to the Site.
7. No violation or breach of the covenants, conditions, restrictions, provisions or
limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or
charge of any mortgage, deed of trust or other financing or security instrument permitted by the
DDA; provided, however, that any successor of Grantee to the Site shall be bound by such remaining
covenants, conditions, restrictions, limitations and provisions, whether such successor's title was
acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise.
SPB/WCHC DDA Exhibit C 9/21/10
4
8. Except as otherwise provided, the covenants contained in paragraphs 2 and 6 of this
Grant Deed shall remain in effect until the termination date of the Redevelopment Plan for the
Legacy Redevelopment Project. The covenants against discrimination contained in paragraph 5 of
this Grant Deed shall remain in perpetuity. The covenants contained in paragraphs 3 and 4 shall
remain in effect until issuance of a Certificate of Completion pursuant to Section 3.6 of the DDA.
9. The covenants contained in paragraphs 2, 3, 4, 5 and 6 of this Grant Deed shall be
binding for the benefit of the Grantor, its successors and assigns, the City of San Pablo and any
successor in interest to the Site or any part thereof, and such covenants shall run in favor of the
Grantor and such aforementioned parties for the entire period during which such covenants shall be
in force and effect, without regard to whether the Grantor is or remains an owner of any land or
interest therein to which such covenants relate. The Grantor and such aforementioned parties, in the
event of any breach of any such covenants, shall have the right to exercise all of the rights and
remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce
the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and
shall be enforceable only by the Grantor, its successors and such aforementioned parties.
10. In the event of any express conflict between this Grant Deed and the DDA, the
provisions of this Grant Deed shall control.
11. Any amendments to the Redevelopment Plans which change the uses or development
permitted on the Site or change the restrictions or controls that apply to the Site or otherwise affect
the Site shall require the written consent of the Grantee. Amendments to the Redevelopment Plans
applying to other property in the Project Areas shall not require the consent of the Grantee.
IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be
executed on their behalf by their respective officers thereunto duly authorized, this _____ day of
__________________, 2010.
REDEVELOPMENT AGENCY OF THE CITY OF
SAN PABLO, "GRANTOR"
By: [Not for Execution/Form Only]
Executive Director
APPROVED:
By: [Not for Execution/Form Only]
Counsel for Grantor
The provisions of this Grant Deed are hereby approved and accepted by the Grantee.
_________,
a _____________
By: ____________________________
By: [Not for Execution/Form Only]
SPB/WCHC DDA Exhibit C 9/21/10
5
Its:
SPB/WCHC DDA Exhibit C 9/21/10
1
EXHIBIT A
LEGAL DESCRIPTION OF THE SITE
SPB/WCHC DDA Exhibit C 9/21/10
Acknowledgements
ACKNOWLEDGMENTS
SPB/WCHC DDA Exhibit D 9/21/10
Page 1 of 3
EXHIBIT D
LICENSE AREAS
[County exhibit showing license areas to be attached]
SPB/WCHC DDA Attachment No. 5 9/21/10
Exhibit A
SPB/WCHC DDA Attachment No. 5 9/21/10
Exhibit B
SPB/WCHC DDA Exhibit E 9/21/10
EXHIBIT E
NON-EXCLUSIVE EASEMENT AREAS
[County exhibit showing non-exclusive easement areas to be attached.]
SPB/WCHC DDA Exhibit F 9/21/10
EXHIBIT F
[County exhibit showing Area 1 and Area 2 to be attached]
SPB/WCHC DDA Exhibit G 9/21/10
EXHIBIT G
[Form of Right of First Offer to be attached]
Recorded at the request of:
Contra Costa County
Return to:
CCC Public Works Department
255 Glacier Drive
Martinez, CA 94553
Attn. Karen A. Laws
Assessor's Parcel Nos. Title Co. Order Nos.
417-180-028 (portion) & 417-170-004 (portion) 10-38608549/10-38608553
GRANT DEED
For valuable consideration, receipt of which is hereby acknowledged,
REDEVELOPMENT AGENCY OF SAN PABLO, a public body, corporate and politic,
Grants to CONTRA COSTA COUNTY (Grantee), a political subdivision of the State of
California, the following described real property and improvements thereon in the City of San
Pablo, County of Contra Costa, State of California.
FOR DESCRIPTION SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF.
Grantee covenants by and for itself, and any successors in interest, that there shall be no
discrimination against or segregation of any person, or group of persons, on account of sex,
race, color, creed, religion, marital status, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy or enjoyment of the property, nor shall the Grantee itself or
any person claiming under or through it establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees or vendees in the property.
All deeds, leases or contracts made relative to the property, the improvements thereon or any
part thereof, shall contain or be subject to substantially the following nondiscrimination clauses:
a. In deeds: “The grantee herein covenants by and for himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons claiming under or through
them, that there shall be no discrimination against or segregation of, any person or group of
persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government
Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the
premises herein conveyed, nor shall the grantee or any person claiming under or through him or
her, establish or permit any practice or practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy of tenants, lessees, subtenants,
sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run
with the land.”
b. In leases: “The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons claiming under or through
him or her, and this lease is made and accepted upon and subject to the following conditions:
“That there shall be no discrimination against or segregation of any person or
group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government
Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the
premises herein leased nor shall the lessee himself or herself, or any person claiming under or
through him or her, establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use, or occupancy, of tenants,
lessees, sublessees, subtenants, or vendees in the premises herein leased.”
c. In contracts: “There shall be no discrimination against or segregation of
any person or group of persons on account of any basis listed in subdivision (a) or (d) of
Section 12955 of the Government Code, as those bases are defined in Sections 12926,
12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and
Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself, or
any person claiming under or through him or her, 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.”
REDEVELOPMENT AGENCY OF SAN PABLO
Dated By __________________________________
Executive Director
G:\REALPROP\CARMEN\WCHC CORRESPONDENCE\DE1 WCHC GRANT DEED(REV 2).DOC
Contra Costa County September 2010 1 WEST COUNTY HEALTH CENTER MITIGATION MONITORING AND REPORTING PROGRAM MITIGATION MEASURE IMPLEMENTATION - RESPONSIBLE AGENCY MONITORING – RESPONSIBLE AGENCY TIMING INITIALS SECTION I. AESTHETICS Mitigation Measure I-1: Prior to submittal of plans to the Building Inspection Division, the project sponsor (County Health Services Department) shall ensure that building construction plans show exterior lighting and window treatments on the medical office building and associated parking structure that are designed to minimize glare and light spillover to adjacent properties. The County Department of Conservation and Development (DCD) staff shall ensure that final design plans include light fixtures that are downcasting and low mounted to reduce light trespass onto adjacent properties. The final design plans shall also include glazing window treatments to minimize the intensity of daylight glare produced by the medical building. County Health Services Department General Services Department County Department of Conservation and Development, DCD, Building Inspection Division General Services Department Prior to the submittal of final project plans SECTION II. AGRICULTURAL RESOURCES The project would not result in any significant impacts to agricultural resources. No mitigation is required. SECTION III. AIR QUALITY Mitigation Measure III-1: The County Building Inspection staff shall ensure that the BAAQMD CEQA Guidelines construction control measures listed below are implemented during project construction: Water all active construction areas at least twice daily General Services Department Project contractor County Department of Conservation and Development, DCD, Building Inspection Division During project construction
Mitigation Monitoring and Reporting Program West County Health Center Contra Costa County September 2010 2 MITIGATION MEASURE IMPLEMENTATION - RESPONSIBLE AGENCY MONITORING – RESPONSIBLE AGENCY TIMING INITIALS Mitigation Measure III-1, Continued. Cover all trucks hauling soil, sand, and other loose materials or require all trucks to maintain at least two feet of freeboard. Pave, apply water three times daily, or apply (non-toxic) soil stabilizers on all unpaved access roads, parking areas, and staging areas at construction sites. Sweep daily (with water sweepers) all paved access roads, parking areas, and staging areas at construction sites. Sweep streets daily (with water sweepers) if visible soil material is carried onto adjacent public streets. Hydroseed or apply (non-toxic) soil stabilizers to inactive construction areas (previously graded areas inactive for ten days or more). Enclose, cover, water twice daily or apply (non-toxic) soil binders to exposed stockpiles (dirt, sand, etc.). Limit traffic speeds on unpaved roads to 15 mph. Install sandbags or other erosion control measures to prevent silt runoff to public roadways. Replant vegetation in disturbed areas as quickly as possible. Install wheel washers for all exiting trucks, or wash off the tires or tracks of all trucks and equipment leaving the site. Install windbreaks, or plant trees/vegetative windbreaks at the windward side(s) of construction areas. Suspend excavation and grading activity when sustained winds exceed 25 mph. Limit the area subject to excavation, grading, and other construction activity at any one time. SECTION IV. BIOLOGICAL RESOURCES The project would not result in any significant impacts to biological resources. No mitigation is required.
Mitigation Monitoring and Reporting Program West County Health Center Contra Costa County September 2010 3 MITIGATION MEASURE IMPLEMENTATION - RESPONSIBLE AGENCY MONITORING – RESPONSIBLE AGENCY TIMING INITIALS SECTION V. CULTURAL RESOURCES Mitigation Measure V-1: Prior to construction (but following the removal of the asphalt surface parking layer), the County Building Inspection staff shall ensure that a qualified professional archaeologist conduct a subsurface examination to determine the presence, nature, extent, and potential significant of archaeological deposits that may be encountered by project activities. If such deposits exist, and cannot be avoided by project activities, they shall undergo a California Register eligibility assessment and a National Register eligibility assessment. If such deposits are California Register eligible, project impacts to these deposits shall be mitigated through archaeological data recovery, in accordance with CEQA Guidelines section 15126.4(b)(3)(C). If such deposits are not California Register eligible, no further study or protection is warranted. The deposits shall be evaluated for eligibility to the National Register in consultation with the California State Office of Historic Preservation. If such deposits are eligible for the National Register, impacts during project construction shall be mitigated through archaeological data recovery, in accordance with 36 CFR 800.13. If such deposits are not National Register eligible, no further study or protection is warranted. Following the investigation, the archaeologist shall prepare a report to document the methods, findings, and recommendations. The report shall be submitted to the County Department of Conservation and Development, the County Health Services Department, the Northwest Information Center, and the California State Office of Historic Preservation. General Services Department and project contractor Qualified professional archaeologist and County Department of Conservation and Development, DCD Prior to construction (but following the removal of the asphalt surface parking layer) Mitigation Measure V-2: In the event that buried paleontological resources are encountered during project grading, site preparation, and/or construction; construction and/or grading activities within 100 feet of the find shall be temporarily halted until a qualified paleontologist can assess the General Services Department and project contractor Qualified paleontologist and County Department of Conservation and Development, DCD During project construction
Mitigation Monitoring and Reporting Program West County Health Center Contra Costa County September 2010 4 MITIGATION MEASURE IMPLEMENTATION - RESPONSIBLE AGENCY MONITORING – RESPONSIBLE AGENCY TIMING INITIALS Mitigation Measure V-2, continued. significance of the find and provide proper management recommendations. Paleontological resources include, but are not limited to, fossils and material remains. Mitigation Measure V-3: If human remains are encountered during ground-disturbing activities within the project area, the County Health Services Department shall require that work within 25 feet of the discovery shall be stopped and the project contractor shall immediately notify the Contra Costa County Coroner. At the same time, a qualified archaeologist meeting federal criteria under 36 CFR 61 shall be contacted by the County Health Services Department to assess the situation and consult with the appropriate agencies. If the human remains are of Native American origin, the Coroner shall notify the Native American Heritage Commission within 24 hours of this identification. The Native American Heritage Commission will identify a Most Likely Descendant (MLD) to inspect the site and provide recommendations for the proper treatment of the remains and any associated grave goods. Upon completion of the assessment, the qualified archaeologist shall prepare a report documenting the background to the finds, and provide recommendations for the treatment of the human remains and any associated cultural materials, as appropriate and in coordination with the recommendations of the MLD. The report shall be submitted to the County Department of Conservation and Development, County Health Services Department, and the Northwest Information Center, and the California State Office of Historic Preservation. Once the report is reviewed and approved by the County Departments identified above, and any appropriate treatment completed, project construction activity within the area of the find may resume. County Health Services Department General Services Department and project contractor General Services Department and County Department of Conservation and Development, DCD During project construction Mitigation Measure V-4: Prior to the issuance of grading permits, the County Department of Conservation and Development shall require that the County Health Services General Services Department and project contractor County Department of Conservation and Development and Prior to the issuance of grading permits
Mitigation Monitoring and Reporting Program West County Health Center Contra Costa County September 2010 5 MITIGATION MEASURE IMPLEMENTATION - RESPONSIBLE AGENCY MONITORING – RESPONSIBLE AGENCY TIMING INITIALS Mitigation Measure V-4, continued. Department and project contractor provide documentation that all construction crews that will work on the project have undergone a training session to inform them of the presence and nature of federal or state-eligible cultural resources and the potential for previously undiscovered archaeological resources and human remains within the project area, of the laws protecting these resources and associated penalties, and of the procedures to follow should they discover cultural resources during project-related work. General Services Department SECTION VI. GEOLOGY AND SOILS Mitigation Measure VI-1: Prior to the issuance of a building permit, a project-specific geotechnical report shall be submitted to Department of Conservation and Development for review and approval. The Department of Conservation and Development shall ensure that the seismic safety recommendations of this report are included as conditions of building permit issuance. General Services Department County Department of Conservation and Development Prior to the issuance of building permits Mitigation Measure VI-2: Prior to the issuance of a grading permit, the Department of Conservation and Development shall review and approve a project-specific erosion control plan. The erosion control plan shall include specific erosion control measures to be implemented during project construction. County General Services Department County Department of Conservation and Development, Grading Division Prior to the issuance of grading permits SECTION VII. GREENHOUSE GAS EMISSIONS Mitigation Measure VII-1: The following measures shall be incorporated into the final project design and construction plans to reduce construction-period GHG emissions. The final design and construction plans including these measures shall be submitted to the County Department of Conservation and Development for review and approval prior to the issuance of building permits. County Health Services Department General Services Department County General Services and Department of Conservation and Development Prior to the submittal of project design and construction plans
Mitigation Monitoring and Reporting Program West County Health Center Contra Costa County September 2010 6 MITIGATION MEASURE IMPLEMENTATION - RESPONSIBLE AGENCY MONITORING – RESPONSIBLE AGENCY TIMING INITIALS Mitigation Measures VII-1, continued. All contractors shall use equipment that meets the California Air Resources Board’s most recent certification standard for off-road heavy duty diesel engines. Lower-carbon fuels such as biodiesel shall be used where feasible. Construction equipment engines shall be maintained to manufacturer’s specifications. Construction debris shall be recycled for reuse to the extent possible. Mitigation Measure VII-2: The final project design and construction plans shall be submitted to the Department of Conservation and Development for review to ensure that the project plans incorporate the green building design and construction measures listed on the project’s LEED Checklist for LEED-Silver certification. County Health Services Department General Services Department Department of Conservation and Development County General Services Department Final project design and construction plans Mitigation Measure VII-3: The West County Health Center shall commit to a minimum 15 percent annual diversion rate of solid waste generated by the project, whereby at least 15 percent of the project generated solid waste shall be diverted from landfill and shall be disposed of through recycling or composting (or other alternative disposal) methods. County Health Services Department Project Sponsor, General Services Department During project operation SECTION VIII. HAZARDS AND HAZARDOUS MATERIALS Mitigation Measure VIII-1: Prior to the issuance of building permits, the County Health Services Department shall prepare a hazardous waste plan that identifies disposal methods in compliance with applicable federal, state, county, regulations including the Department of Toxic Substances Control (DTSC) regulations pertaining to hazardous waste. The hazardous waste plan shall be prepared pursuant to CUPA guidelines. Additionally, prior to the issuance or building permits, the County Health Services Department shall prepare a hazardous material transportation program in compliance with the City of San Pablo General Plan Action PS 1.L and CUPA guidelines. County Health Services Department General Services Department County Department of Conservation and Development Health Services Department Prior to the issuance of building permits
Mitigation Monitoring and Reporting Program West County Health Center Contra Costa County September 2010 7 MITIGATION MEASURE IMPLEMENTATION - RESPONSIBLE AGENCY MONITORING – RESPONSIBLE AGENCY TIMING INITIALS SECTION IX. HYDROLOGY AND WATER QUALITY The project would not result in any significant impacts to hydrology and water quality. No mitigation is required. SECTION X. LAND USE AND PLANNING The project would not result in any significant impacts to land use and planning. No mitigation is required. SECTION XI. MINERAL RESOURCES The project would not result in any significant impacts to mineral resources. No mitigation is required. SECTION XII. NOISE Mitigation Measures XII-1: The construction contractor shall adhere to the following requirements: a. Construction activities shall be prohibited between the hours of 6:00 P.M. and 7:30 A.M on weekdays. b. Noise generating activities during the weekend shall be prohibited before 9 am and after 4 pm. c. Piles shall be pre-drilled where feasible. d. All construction equipment shall be equipped with properly operating mufflers of a type recommended by the manufacturer and all impact tools shall be shielded per the manufacturer’s specifications. e. Prior to the start of construction, the project sponsor shall construct a temporary sound barrier along the eastern property line to provide the maximum protection for the residential uses to the east. The barrier can be constructed out of wood or other materials as long as it has a minimum surface weight of approximately 2.5 pounds per square foot. Possible materials include 1-1/8-inch-thick plywood or fully overlapping 1x redwood boards (1-1/2-inch-thick total). The barriers shall be at least 8 feet tall. f. A qualified acoustician shall evaluate the recommended height, length, and location for the temporary sound barrier as part of a construction noise control plan to be submitted to the Department of Conservation and Development prior to issuance of grading permits. General Services Department Project contractor County Department of Conservation and Development General Services Department During project construction
Mitigation Monitoring and Reporting Program West County Health Center Contra Costa County September 2010 8 MITIGATION MEASURE IMPLEMENTATION - RESPONSIBLE AGENCY MONITORING – RESPONSIBLE AGENCY TIMING INITIALS Mitigation Measure XII-1, continued. g. Two weeks prior to ground disturbance, the County shall post a sign on the site, which shall include the approved hours of construction and the name and telephone number of the on-duty construction manager. This sign shall be posted at a visible distance from the residential development located north of the site (across San Pablo Avenue) and visible from the residential development located east of the site. SECTION XIII. POPULATION AND HOUSING The project would not result in any significant impacts to population and housing. No mitigation is required. SECTION XIV. PUBLIC SERVICES The project would not result in any significant impacts to public services. No mitigation is required. SECTION XV. RECREATION The project would not result in any significant impacts to recreation. No mitigation is required. SECTION XVI. TRANSPORTATION AND TRAFFIC Mitigation Measure XVI-1: Align main project access driveway with the existing left-turn lane on San Pablo Avenue and Evergreen Drive across San Pablo Avenue from the Proposed Project site, as shown in Figure 7. General Services Department County Health Services Department County Department of Conservation and Development General Services Department Prior to the approval of final project plans Mitigation Measure XVI-2: Increase the length of the left-turn pocket on northbound San Pablo Avenue at the Project Driveway from 60 feet to 100 feet to accommodate the estimated maximum queue. General Services Department County Health Services Department County Department of Conservation and Development General Services Department Prior to the issuance of certificate of occupancy Mitigation Measure XVI-3: The project driveway shall be designed to accommodate two outbound travel lanes – one shared left-through lane and one right turn lane. With two outbound travel lanes, the project driveway would not need to be signalized and would operate at acceptable overall levels of service. When the other uses on the site are defined and a traffic study is prepared, that study shall review the project General Services Department County Health Services Department County Department of Conservation and Development General Services Department Prior to the approval of final project plans
Mitigation Monitoring and Reporting Program West County Health Center Contra Costa County September 2010 9 MITIGATION MEASURE IMPLEMENTATION - RESPONSIBLE AGENCY MONITORING – RESPONSIBLE AGENCY TIMING INITIALS driveway/San Pablo Avenue intersection to determine whether or not a signal is warranted. Section XVI. Transportation and Traffic, continued. Mitigation Measure XVI-4: Internal roadways and travel lanes shall be kept to a minimum width. Ten foot travel lanes should be sufficient to accommodate slow moving internal traffic, as well as emergency vehicles. Additionally, more narrow roadways are more accommodating to pedestrians because crossing distances are reduced. Since the Health Center will only occupy a portion of the site and the other uses on the site are not yet defined, the project sponsor may wish to reserve the proposed 36-foot curb-to-curb width, but permit on-street parking. If additional travel lanes or turn pockets are warranted upon buildout of the site, then on-street parking could be restricted. General Services Department County Health Services Department County Department of Conservation and Development General Services Department Prior to the approval of final project plans Mitigation Measure XVI-5: Internal roadways shall be kept free of visually obstructive landscaping, particularly near the driveway entrance to the parking structure and Health Center drop-off zone. General Services Department County Health Services Department County Department of Conservation and Development General Services Department Prior to the approval of final project plans Mitigation Measure XVI-6: To reduce conflicts between vehicles entering driveway and vehicles exiting the passenger loading loop, a stop bar shall control the passenger loading loop approach. Mitigation Measures XVI 1 through XVI-5 would further improve design features on the project site to ensure that safety considerations are incorporated into the project design. General Services Department County Health Services Department County Department of Conservation and Development General Services Department Prior to the approval of final project plans Mitigation Measure XVI-7: Prior to issuance of Building Permit, the site plan shall be submitted to the Department of Conservation and Development to ensure that all of the following components have been incorporated: provide a minimum of six-foot sidewalks; crosswalks and sidewalks that cross vehicle driveways and parking areas shall be enhanced to highlight potential conflict points, General Services Department County Health Services Department County Department of Conservation and Development General Services Department Prior to the issuance of building permits
Mitigation Monitoring and Reporting Program West County Health Center Contra Costa County September 2010 10 MITIGATION MEASURE IMPLEMENTATION - RESPONSIBLE AGENCY MONITORING – RESPONSIBLE AGENCY TIMING INITIALS Mitigation Measure XVI-7, continued. crosswalks and sidewalks that cross vehicle driveways and parking areas shall be enhanced with special pavement or signage. the site plan shall provide a clear pedestrian path between the parking structure and the Heath Center that avoids conflicts with vehicles entering the parking structure and vehicles in the loading area at the entrance of the Health Center. General Services Department County Health Services Department County Department of Conservation and Development General Services Department Mitigation Measure XVI-8: To meet City Municipal Code, the site shall provide at least seven Class A bike parking spaces for employees and at least six bike racks for visitors. These spaces shall be located in a visible area to both encourage bike use and to reduce the risk of bike theft. General Services Department County Health Services Department County Department of Conservation and Development General Services Department Prior to the approval of final project plans Mitigation Measure XVI-9: To meet City Municipal Code, the project would be required to provide at least three off-street service loading spaces. According to the San Pablo Municipal Code, these spaces may be no less than 10 feet wide, 30 feet long, and fifteen feet high, exclusive of driveways and maneuvering areas. When final building plans are prepared, the service loading zone shall be reviewed to ensure that delivery vehicles are able to maneuver into and out of the loading dock as needed. General Services Department County Health Services Department County Department of Conservation and Development General Services Department Prior to the approval of final project plans SECTION XVII. UTILITIES AND SERVICE SYSTEMS Mitigation Measure XVII-1: In the event of multiple drought years, the County Health Services Department shall comply with EMBUD’s Drought Management Program and reduce water usage by 20 percent. In the event of critical shortages (shortages of 25 percent or more), the County Health Services Department shall comply with reduction goals based on customer categories set by EBMUD. County Health Services Department County Department of Conservation and Development County Health Services Department In the event of multiple drought years
CALIFORNIA ENVIRONMENTAL QUALITY ACT
NOTICE OF DETERMINATION
CONTRA COSTA COUNTY COMMUNITY DEVELOPMENT DEPARTMENT
651 PINE STREET 4TH FLOOR NORTH WING MARTINEZ, CALIFORNIA 94553-0095
Telephone: (925) 335-1217 Contact Person: Telma Moreira
Project Description and Location: West County Health Center, County File # FM10-0002
The West County Health Center Project is proposed to replace the existing 32,000-square-foot
Richmond Health Center with a new 53,000-square-foot, 2-story medical facility. The medical
building would be constructed on the northern portion of the project site and would have a
maximum height of 34 feet, including rooftop equipment. It is anticipated that the project would
employ 190 personnel. A new 118,800 square foot 38-foot tall, three-story parking structure
would be developed on the southern portion of the project site, providing 320 parking spaces.
Access to the medical building and parking structure would be provided from San Pablo Avenue
via a two-lane driveway. The project includes the purchase of real property identified as
Assessor’s Parcel 417-170-004 and 417-180-028.
The approximately 2.8-acre project site is located at 13613 San Pablo Avenue in the City of San
Pablo in West Contra Costa County.
The project was approved on __________________________________ .
Pursuant to the provisions of the California Environmental Quality Act:
An Environmental Impact Report was prepared and certified (SCH # ).
The project was encompassed by an Environmental Impact Report previously prepared for
(SCH # ).
A Mitigated Negative Declaration was issued indicating that preparation of an Environmental
Impact Report was not required (SCH #2010082059)
Copies of the record of project approval and the Negative Declaration or the final EIR may be examined at the
office of the Contra Costa County Community Development Department.
The project will not have a significant environmental effect.
The project will have a significant environmental effect.
X Mitigation measures were made a condition of approval of the project.
A statement of overriding considerations was adopted.
Findings were adopted pursuant to Section 15091 of the State CEQA Guidelines.
X A mitigation reporting plan was adopted for this project.
Date:
By:
Community Development Representative
AFFIDAVIT OF FILING AND POSTING
I declare that on ____________________________________________ I received and posted this notice as required by
California Public Resources Code Section 21152(c). Said notice will remain posted for 30 days from the filing date.
Signature Title
Department of Fish and Game Fees Due:
Applicant's
Name: EIR - $850 Total Due: $1,300
Address: X Neg. Dec. - $1,250 Total Paid: $
DeMinimis Findings - $0
X County Clerk - $25 Receipt #
G:\Current Planning\curr-plan\Templates\shell\Notice of Determination.doc
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