HomeMy WebLinkAboutMINUTES - 12042001 - SD.4 THE BOARD OF SUPERVISORS, CONTRA COSTA COUNTY, CALIFORNIA
Adopted this Resolution on December 4, 2001, by the following vote:
AYES: Supervisors Gioia, Gerber; DeSaulnier; Glover and Uilkema
NOES: None
ABSENT: None
RESOLUTION NO. 2001/565
(Government Code § 25350)
SUBJECT: ADOPT Resolution No. 2001/ 565 to consummate purchase and accept
Grant Deed from Contra Costa Newspapers Inc., for a County office building
at 1650 Cavallo Road, Antioch Area
CP# 01-52
The Board of Supervisors of Contra Costa County, RESOLVES THAT:
This Board on October 23, 2001, passed Resolution of Intention No. 2001/509 and
Notice fixing December 4, 2001, at 1:00 p.m. in its Chambers, County Administration
Building, 651 Pine Street, Martinez, California, as the time and place where it would meet
to consummate the purchase of the real property described therein from Contra Costa
Newspapers Inc., said property being required for County office building purposes. Said
Resolution was duly published in the Contra Costa Times in compliance with Govt. Code
Section 6063.
The Board hereby consummates said purchase and approves the Purchase
Agreement between Contra Costa Newspapers Inc. and the County for a County office
building in Antioch, California, and authorizes the Public Works Director to sign the
Purchase Agreement on behalf of the County.
The County Auditor-Controller is hereby DIRECTED to issue a check in favor of
North American Title Company, Escrow No. 54606-51311615, for$3,065,980 which is the
balance remaining from the$3,250,000 purchase price for said property to Grantors, upon
their conveying to the County a Deed therefor.
Said Deed is hereby ACCEPTED and the Real Property Division is ORDERED to
have it recorded, together with a certified copy of this resolution.
I hereby certify that this is a true and correct
copy of an action taken and entered on the
G:\Rea minutes of the Board of Supervisors on the
Contra Costa Newspapers.doc date Shown.
Orig. Div: Public Works (R/P) December 04 2001
Contact: Karen Laws (313-2228) ATTESTED: ,
Contact:
Administrator JOHN SWEETEN, Clerk of the Board of
Auditor-Controller(via R/P) Supervisors and County Administrator
Public Works Accounting .
County Recorder(via R/P) BY—._. _, Deputy
RESOLUTION NO. 2001/ 565
Recorded at the request of:
Contra Costa County Gt
Return to:
Contra Costa County
Public Works Department
Real Property Division
255 Glacier Drive
Martinez, CA 94553
Attention: Karen A. Laws
Portion of Assessor's Parcel No. 065-151-044
Title Co. Order No. 54606-51311615
GRANT DEED
For Value Received, .receipt of which is hereby acknowledged, CONTRA COSTA
NEWSPAPERS', INC., a California corporation, successor by merger to California Delta
Newspapers, Inc., a California corporation, which acquired title as Antioch Newspapers
Inc., a California corporation
GRANTS to
CONTRA COSTA COUNTY, a political subdivision of the State of California,
the following described real property in the' City of Antioch, County of Contra Costa. State of
California.
FOR DESCRIPTION SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART
HEREOF.
GRANTOR
CONTRA COSTA NEWSPAPERS, INC..
Date
ATTACH APPROPRIATE ACKNOWLEDGMENT
G ;;C:t •.:^-,ceiErou:'_Oii1-Fi;es'•01-1TEE IContra Costa Ne.vspapers. cc
Parcel Number: 065-151-044 Grantor: Contra Costa Newspapers, Inc.
Project Name: 1650 Cavallo Road Address: 2640 Shadelands Drive
Project Number: 4457-6G5174 Walnut Creek, CA 94598
PURCHASE AND SALE AGREEMENT BETWEEN
CONTRA COSTA COUNTY
AND
GRANTOR NAMED HEREIN
This Agreement is entered into by and between Contra Costa County, a political subdivision (hereinafter
"County") and Contra Costa Newspapers, Inc. a California corporation (hereinafter"Grantor").
RECITALS
Grantor is the owner of approximately 1.95 acres of real property located in Contra Costa County,
California and described on Exhibit "A" attached hereto and incorporated herein by reference. The real
property, including improvements thereon, if any, are collectively referred to herein as the "Property".
AGREEMENT
NOW THEREFORE, in consideration of the agreements herein contained and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby
agree as follows:
1. Effective Date. It is understood that this Agreement is subject to approval by the County's
Governing Board. This Agreement is effective cn the date approved by the County's Governing
Board ("Effective Date"). This Agreement will be submitted to the Grantor first for approval, and
thereafter to the County.
2. Purchase and Sale. Subject to the terms and conditions in this Agreement, Grantoragrees to
sell and County agrees to purchase the Property.
3. Purchase Price. The purchase price for the Property shall be Three Million Two Hundred and
Fifty Thousand Dollars ($3,250,000) ("Purchase Price"). The County has prepaid the sum of One
Hundred and Eighty Four Thousand and Twenty Dollars ($184,020), leaving a remaining balance
of Three Million Sixty Five Thousand Nine Hundred and Eighty Dollars ($3,065,980).
3.1. All ad valorem real property taxes and any penalties and costs thereon, and all
installments of any bond or assessment that constitutes a lien on the Property shall be
cleared and paid by Grantor as of the date title shall vest in County by the recordation of
the deed herein pursuant to Sections 4986, 5082 and 5086 of the Revenue and Taxation
Code of the State of California, if unpaid as of the date title vests.
3.2 County shall pay for title insurance.
3.3 County and Grantor shall equally share the costs of escrow fees and other closing costs.
3.4 Grantor shall pay the documentary transfer tax, if any.
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3.5 Upon close of escrow Grantor shall pay to Lee & Associates - East Bay Inc., a
commission of 5% of the purchase price. Said amount shall be paid from the proceeds
deposited by County into the escrow with North American Title No. 54606-51311615.
3.6 Prior to the close of escrow Grantor shall record the reciprocal easement, shown as
Exhibit "A" attached hereto.
4. Conditions to County's Performance. The County's obligation to perform under this
Agreement is subject to the following conditions:
4.1. Grantor's representations and warranties in this Agreement being correct as of the date of
. this Agreement and as of the Close of Escrow.
4.2. Grantor's performance of all obligations under this Agreement.
4.3. The vesting of title to the Property in the County by grant deed in fee simple absolute, free
and clear of all liens, encumbrances, assessments, leases (recorded and/or unrecorded),
and taxes except the following "Approved Exceptions" as outlined in the Preliminary
Report dated October 8, 2001, issued by North America Title Company:
Easements or rights of way of record over said property, listed as exception(s)3, 4 and 5.
4.4. The North America Title Company's being prepared to issue a CLTA title insurance policy
in the full amount of the purchase price, subject only to the Approved Exceptions ("Title
Policy").
If County determines that any of these conditions have not been met, Countyshall have the right
to terminate this Agreement by delivering written notice to Grantor and, if applicable, the Escrow
agent.
5. Grantor's Representations and Warranties. Grantor makes the following representations and
warranties with the understanding that these representations and warranties are material and are
being relied upon by County. Grantor represents and warrants to the County that as of the date
of this Agreement and as of the Close of Escrow:
5.1. Marketable Title. Grantor is the owner of the Property and has marketable and insurable
fee simple title to the Property clear of restrictions, leases, liens and other encumbrances,
subject only to the Approved Exceptions. No leases, licenses, or other agreements
allowing any third party rights to use the Property are or will be in force unless prior
consent has been given by the County in writing. Commencing with the full execution of
this Agreement by both parties and until the Close of Escrow, Grantor shall not permit any
liens, encumbrances or easements to be placed on the property other than the Approved
Exceptions, nor shall Grantor enter into any agreement that would affect the Property that
would be binding on the County after the Close of Escrow without the prior written
consent of the County.
5.2 Condition of Property. Grantor has disclosed to the County all information, records and
studies maintained by Grantor in connection with the Property concerning hazardous
substances and that Grantor is not concealing any knowledge of the presence of
contamination or hazardous substances on, from or under the Property. Any information
2
that Grantor has delivered to the County either directly or through Grantor's agents is
accurate and Grantor has disclosed all material facts with respect to theProperty.
5.3 Other Matters Affecting Property. To the best of Grantor's knowledge, there are not
presently any actions, suits, or proceedings pending or, to the best of Grantor's
knowledge, threatened against or affecting the Property or the interest of Grantor in the
Property or its use that would affect Grantor's ability to consummate the transaction
contemplated by this Agreement. Further, there are not any outstanding and unpaid
arbitration awards or judgments affecting title to any portion of the Property. To the best
of Grantor's knowledge there are not presently any pending or threatened condemnation,
eminent domain or similar proceedings affecting the Property. Grantor shall promptly
notify County of any of these matters arising in the future.
5.4 Grantor's Agency. That this Agreement and all other documents delivered prior to or at
the Close of Escrow have been authorized, executed, and delivered by Grantor; are
binding obligations.of the Grantor; and are collectively sufficient to transfer all of Grantor's
rights to the Property.
In addition to any other remedies that may be available to the County as the result of a breach of
any of the foregoing warranties or representations, Grantor agrees to defend and hold the County
harmless and reimburse the County for any and all loss, cost, liability, expense, damage or other
injury, including without limitation, attorneys fees, incurred by reason of, or in any manner
resulting from the breach of any of the warranties and representations contained in this
Agreement and all third-party claims arising out of or related to any facts or circumstances with
respect to the period prior to the Close of Escrow.
6. County's Representations and Warranties. County warrants that, upon approval of this
Agreement by the County's governing body, this Agreement shall constitute a binding obligation
of the County.
7. Tested-No Contamination Found. The acquisition price of the property being acquired in this
transaction reflects the fair-market value of the property without the presence of contamination. If
the property being acquired is found to be contaminated by the presence of hazardous waste
which required mitigation under Federal or state law, the County may elect to recover its cleanup
costs from those who caused or contributed to the contamination.
The County has completed Phase I and II Assessment reports on the property. The results of the
reports are acceptable to the County for the purchase of the property.
8. Survival. . All of the terms, provisions, representations, warranties and covenants of the partes
under this Agreement shall survive the assignment, expiration or termination of this Agreement
and shall not merge in the deed or other documents following the delivery and recordation of said
deed or other documents.
9. Possession of the Property. Possession of the Property shall be delivered to the County at the
Close of Escrow which is estimated to be December 7, 2001.
10. Assignment and Successors. This Agreement shall inure to the benefit of and shall be binding
upon the parties to this Agreement and their respective heirs, successors, and assigns.
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11. Notices. All notices (including requests, demands, approvals or other communications) under
this Agreement shall be in writing. The place for delivery of all notices given under this
Agreement shall be as follows:
Grantor: Contra Costa Newspapers Inc.
2640 Shadelands Drive
Walnut Creek, CA 94598
Telephone: (925) 943-8109
Attn. Ron Severn
County:
Real Property Division
Public Works Department
255 Glacier Drive
Martinez, CA 94553
Telephone: (925) 313-2228
Attn: Karen A. Laws
or to such other addresses as County and Grantor may respectively designate by written notice
to the other.
12. Entire Agreement. The parties have herein set forth the whole of their agreement.The perform-
ance of this agreement constitutes the entire consideration for said document and shall relieve
the County of all further obligation or claims on this account, or on account of the location, grade
or construction of the proposed public improvement. Grantor has no other right or claim to
compensation arising out of or connected with the acquisition of the subject property by the
County, except as specifically set forth in this Agreement, including but not limited to all claims for
compensation for improvements pertaining to realty, all claims for compensation for fixtures,
equipment or machinery, attorneys' fees, costs or damages of every kind and nature by reason of
County's acquisition of the subject property and agrees never to assert such a claim.
13. Construction. The section headings and captions of this Agreement are, and the arrangement
of this instrument is, for the sole convenience of the parties to this Agreement. The section
headings, captions and arrangement of this instrument do not in any way affect, limit, amplify or
modify the terms and provisions of this Agreement. This Agreement shall not be construed as if it
had been prepared by one of the parties, but rather as if both parties had prepared it. The parties
to this Agreement and their counsel have read and reviewed this Agreement and agree that any
rule of construction'to the effect that ambiguities are to be resolved against the drafting party shall
not apply to the interpretation of this Agreement. The Recitals are and shall be enforceable as a
part of this Agreement.
14. Further Assurances. Whenever requested to do so by the other party, each party shall
execute, acknowledge and deliver all further conveyances, assignments, confirmations,
satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents
and all further instruments and documents as may be necessary, expedient, or proper in order to
complete all conveyances, transfers, sales, and assignments under this Agreement, and do all
other acts and to execute, acknowledge, and deliver all documents as requested in order to carry
out the intent and purpose of this Agreement.
4
15. Waiver. A waiver or breach of any covenant or provision in this Agreement shall not be deemed
a waiver of any other covenant or provision in this Agreement, and no waiver shall be valid
unless in writing and executed by the waiving party
16. Severability. If any term or provision of this Agreement shall, to any extent, be held invalid or
unenforceable, the remainder of this Agreement shall not be affected.
17. Governing Law and Venue. This Agreement shall be governed and construed in accordance
with California law. The venue of any litigation pertaining to this Agreement shall be Contra
Costa County, California.
CONTRA COSTA COUNTY GRANTOR
CONTRA COSTA NEWSPAPERS, INC.
RECOMMENDED FOR APPROVAL:
By
By
Principal Real Property Agent
By
. APPROVED:
Date
(Date Signed by Grantor)
By
Public Works Director
Date:
(Date of Board Approval)
NO OBLIGATION OTHER THAN THOSE SET FORTH HEREIN WILL BE RECOGNIZED
Exhibit A- Legal Description
KAL:eh
G:\GrpData\RealProp\2001-Files\01-10\AG12a(County)CC Newspapers,Inc-doc
10/30/01
5
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REQUEST TO SPEAR FORM •
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(THREE (3) MINUTE LIMIT)
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_: ,:�.__.= LEGAL PUBLICATION REQUISTION • �� �
=- Contra Costa County
From: Clerk of the Board To: Contra Costa Times
651 Pine St., Room 106 PO Box 5124
Martinez, CA 94553 Walnut Creek,CA'94596
Requested by: 6->" Date:
Phone No: 9e�5_- Q� -/90 '3 Reference No: 5"92
Org: AoZg Sub Object: a/96 Task: Activity:
Publication Date (s): do /llod:,7,76Gv"' 6G ,
No. of Pages:
LEGAL PUBLICATION
The Board of Supervisors of Contra Costa County declares its intention to purchase from Contra
Costa Newspapers Inc. at a price of$ 3,250,000, the office building site containing approximately 24,534
square feet of floor space on approximately 1.95 acres of land located at 1650 Cavallo Road, Antioch,
California,APN 065-151-050, and more particularly described in Resolution No. 2001/ 509 of the Board
and will meet at 1:00 p.m. on December 4, 2001, in its Chambers, County Administration Building, 651
Pine Street, Martinez, California, to consummate the purchase.
'•••lmmediatelyupon expiationofpublication,••••� — —
send in one affidavit for each publication in
order that the auditor may be authorized to pay your bill.
Authorized Signature:
Please confirm date of publication & receipt of this /1;9 T
NOTICE OF INTENTION TO PURCHASE REAL PROPERTY
The Board of Supervisors of Contra Costa County declares its intention to purchase from Contra
Costa Newspapers Inc. at a price of$ 3,250,000, the office building site containing approximately 24,,534
square feet of floor space on approximately 1.95 acres of land located at 1650 Cavallo Road, Antioch,
California,APN 065-151-050, and more particularly described in Resolution No. 2001/509 ofthe Board
and will meet at 1:00 p.m. on December 4, 2001, in its Chambers, County Administration Building, 651
Pine Street, Martinez, California, to consummate the purchase.
Date(s) of Publication:
October 30, 2001
November 06, 2001
November 13, 2001
B
DEPU'T'Y
RESOLUTION NO. 2001/ 509
Recorded at the request of:
Contra Costa County x
Return to:
Contra Costa County
Public Works Department
Real Property Division
255 Glacier Drive
Martinez, CA 94553
Attention: Karen A. Laws
Portion of Assessor's Parcel No.065-151-044
Title Co. Order No. 54606-51311615
GRANT DEED
For Value Received, receipt of which is hereby acknowledged, CONTRA COSTA
NEWSPAPERS, INC.,. a California corporation, successor by merger to California Delta
Newspapers, Inc., a California corporation, which acquired title as Antioch Newspapers
Inc., a California corporation
GRANTS to
CONTRA COSTA COUNTY, a political subdivision of the State of California,
the following described real property in the City of Antioch, County of Contra Costa, State of
California.
FOR DESCRIPTION SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART
HEREOF.
GRANTOR
CONTRA COSTA NEWSPAPERS, INC.
Date
ATTACH APPROPRIATE ACKNOWLEDGMENT
G:'k.GrpData\RealProp\2001-Files\01-10\DE1Contra Costa Newspapers.doc
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1
HEARING CONFIRMATION( FORM
(PURCHASE 1 CONVEYANCE)
Hearing date: ��C o Of
Name of person phoning to request hearing: phone#: —'2 Z'Z
Hearing date confirmed with of Clerk of the Board staff on to,'-A-01
(date)
Agenda language (how it will read on caiendar) for the date of the hearing:
-Ape— &2/2 ��044 60—'- 4 cc
1. Anticipated length of the hearing: 5 min. or Jess or more
2. Is it controversial? Yes no
3. Noticing requirements. ew C
r
Code section: AOL 3_
4. Publication requirements: #of times #of days before hearing
5. Who is to publish the notice? Clerk of the Board _ PWD /
(if applicable)who prepares the notice? Clerk of the Board
It is the responsibility of the Department to provide the appropriate notice. Some notices are adopted by Board Resolution;
the publication cannot be ordered arntil the Resoludon is adopted by the Board of Supervisors.
6. If posting of notice is required, who will post? Al.W_
7. If mailing the notice is required, who will provide the clerk with the correct mailing list and labels?
S. When will this "fiat hearing item" be listed on the Board agenda as a consent item? n;Lnj ZOd
Note: The Board Order fixing the hearing is a CAO consent item, and should be submitted by Wednesday, 13 days
prior to the date of the Board of Supervisors meeting). An original Board Order and agreenie" is sufficient. The
Executive Secretary will send it downtown with the Director, along with the other Board of Supervisors meeting
materials, for approval. copying, and distribution by the Clerk of the Board. Failure to submit the Board
Order/Resolution fixing the hearing in this time frame could result in the item being removed from the agenda.
The Board OrderMesolution to be approved (containing the date of the hearing) should be submitted by Tuesday, two
weeks prior to the hearing (original plus 15 copies). with a "stickie" on top that has the word "hearing" and the
hearing date written on it. The original and 12 copies will be sent downtown with the Director on Wednesday
morning, 13 days prior to the date of the hearing, and he will give them to the Clerk of the Board.
SEND THIS FORM-via fax- TO CLERK OF THE BOARD WPTHYN 24 HOURS
OF SETTING THE HEARING (BY PHONE)
(failure to do so could result in hearing date being dropped)
G:IGrpDam\RealProp\PORMS\Hearing Confirmation Form(Purchase Conveyance).dno
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