HomeMy WebLinkAboutMINUTES - 11142006 - C.63 TO: BOARD OF SUPERVISORS CONTRA
FROM: MIiCHAEL J. LANGO, DIRECTOR OF GENERAL SERVICES 0 ''�?^ ;'� COSTA
DATE: NOVEMBER 14, 2006 I rq c6ifiv COUNTY
SUBJECT: AGREEMENT TO TRANSFER 2970 WILLOW PASS ROAD,
CONCORD (CONCORD-MT. DIABLO COURT) TO THE JUDICIAL C3
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COUNCIL OF CALIFORNIA, ADMINISTRATIVE OFFICE OF THE
COURTS J00350)
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
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RECOMMENDATION
1. APPROVE a Transfer Agreement between the County and the Judicial Council of California,
Administrative Office of the Courts (AOC) to transfer responsibility for and title to the Concord-
Mt. Diablo Court property located at 2970 Willow Pass Road, Concord from the County to the
AOC.
2. AUTHORIZE the Chair, Board of Supervisors to EXECUTE the Transfer Agreement and a Grant
Deed upon recommendation of the General Services Director and approval as to form by
County Counsel. i
3. AUTHORIZE the General Services Director, ori designee, to execute any other documents
necessary for the transfer of responsibility for and title to the 2970 Willow Pass Road, Concord
property to the AOC.
4. DETERMINE that the above project is exempt from the California Environmental Quality Act
(CEQA) pursuant to Section 15061 (b)(3) of.the CEQA Guidelines.
5. DIRECT the Director of Community Developmenti or designee, to file a Notice of Exemption with
the County Clerk, and DIRECT the Director of General Services, or designee, to arrange for the
payment of the handling fees to the Community Development Department and County Clerk for
filing of the Notice of Exemption.
CONTINUED ON ATTACHMENT: X YES SIGNAT
L-'RECOMMENIDATION OF COUNTY ADMINISTRATOR _RECOMMENDATION of BOA COMMITTEE
APPROVE OTHER
SIGNATURE(S): ql ,,.r
ACTION OF BOi N `, I 4 /_Zed 0 p APPROVED AS RECOMMENDED,_ OTHER
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VOTE OF SUPERVISORS
UNANIMOUS(ABSENT 'SCS)'.
AYES: ' NOES:
ABSENTS: ABSTAIN:
MEDIA CONTACT:MICHAEL J. LANGO(313-7100)
Originating Dept:General Services Department
cc: General Services Department I HEREBY CERTIFY THAT THIS IS A TRUE
Real Estate Services Division AND CORRECT COPY OF AN ACTION TAKEN
AND ENTERED ON THE MINUTES OF THE BOARD
Accounting OF SUPERVISORS ON THE DATE SHOWN.
Auditor-Controller(via RES)
Risk Management(via RES) ATTESTED �� f (Lit It
JOHN C LEN,CLERK OF THE BOARD OF SUPERVISORS
AND
=STRATOR
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BI DEPUTY
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AGREEMENT TO TRANSFER 2970 WILLOW PASS ROAD November 14, 2006
CONCORD (CONCORD-MT. DIABLO COURT) TO THE
JUDICIAL COUNCIL OF CALIFORNIA, ADMINISTRATIVE
OFFICE OFi THE COURTS (T00350)
FINANCIAL IMPACT
The Trial Court Facilities Act of 2002 requires the County to continue funding court operations by
paying the State for annual maintenance costs for court facilities transferred to the State. The annual
payment is based upon actual costs over a five-year period from FY 1995-96 to FY 1999-00, adjusted
for inflation: until the date of transfer, at which time it becomes fixed. The annual Court Facility
Payment of $57,865 for 2970 Willow Pass Road, Concord has been approved by the State
Department of Finance. This amount may be slightly different after adjusting for inflation up to the
date of tranafer to the State. Funding for this payment has been included in the FY 2006-07 County
budget.
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BACKGROUND
The Trial Court Facilities Act of 2002 was adopted to provide for the transfer of primary responsibility
for funding and operation of trial court facilities from the counties to the State, which is represented by
the AOC. The counties continue to be responsible forIthe historical funding of the trial court facilities
by way of an annual facilities payment to the AOC. U i der this Act, all county court facilities must be
transferred from the County to the State by June 30, 2007.
The Concord-Mt. Diablo Court property located at 2970 Willow Pass Road, Concord, includes a 7,938
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square foot trial court facility, which occupies the entire building, and a 54 parking space lot located
on two adjacent assessor's parcels. T sec of the
thiqeen-cu6t-oeeupie�tities +.+ .Cts t� t^__ n�AOC. The County will
transfer title to the Concord-Mt. Diablo property to the' AOC, at which time the AOC will take title to
the property, and will accept full responsibility for the court facility upon approval of the Transfer
Agreement!
A copy of the Transfer Agreement is attached hereto.
ATTACHMENTS: Transfer Agreement
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Facility # 07-D-01
Building Name: Concord-Mt. Diablo District Cotiirthouse
Building Address: 2970 Willow Pass Road, Concord, CA
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TRANSFER AGREEMENT
BETWEEN THE JUDICIAL COUNCIL OF CALIFORNIA,
ADMINISTRATIVE OFFICIE OF THE COURTS,
AND THE COUNTY OF CONTRA COSTA
FOR THE TRANSFER OF RESPONSIBILITY FOR COURT FACILITY
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TABLE OF CONTENTS
Page
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1. PURPOSE.................................................1i...............................................................l
2. BACKGROUND ............................
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3. DEFINITIONS.......................................... ...............................................................1
4. RESPONSIBILITIES AFTER TRANSFER. ...........................................................6
4.1 Transfer of Responsibility; Transfeir of Title.................................................6
4.2 Specific Responsibilities After Trasfer........................................................6
4.2.1 Utilities..........................................................................................6
4.2.2 Building Software .........................................................................7
4.2.3 Security Staffing............................................................................7
4.2.4 Correspondence............:................................................................8
4.2.5 County Facilities Payments...........................................................8
4.2.6 Notice of Disputes.........................................................................8
4.2.7 Personal Property ..........................................................................8
4.2.8 Adjustments...................................................................................8
4.2.9 Telecommunications Services.......................................................8
4.2.10 Relief from § 70311 Obligations...................................................9
4.3 Specific Responsibility After Effective Date.................................................9
5. THE CLOSING.........................................................................................................9
5.1 The Closing Date...........................................................................9
5.1.1 Closing Documents .......................................................................9
5.1.2 Time For Signature........................................................................9
5.1.3 Cooperation ................ .................................................10
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5.2 Conditions for Closing.................................................................................10
5.2.1 Conditions for the Benef t of the AOC .......................................10
5.2.2 Conditions for the Beneillt of the County....................................1 l
5.3 Delivery of Signed Agreement, Cldsing Documents, and County
AuthorizingDocument.................................................................................I I
5.4 Delivery of Possession.................................................................................11
6. COUNTY FACILITIES PAYMENT.....................................................................11
6.1 Amount of County Facilities Payment.........................................................l l
6.2 County Facilities Payment Obligation.........................................................1 l
6.2.1 Prorations .....................:..............................................................12
6.2.2 Quarterly County Facilities Payments .:......................................12
7. REPRESENTATIONS AND WARRANTIES.......................................................12
7.1 The County's Representations and Warranties............................................12
7.1.1 Good Standing.............. ..........................:...................................12
7.1.2 Authority ..................... . .............................................................13
7.1.3 Due Execution and Delivery .......................................................13
7.1.4 No Conflict..................................................................................13
7.1.5 Title to Real Property..................................................................13
7.1.6 Title to Tangible Personal Property 13
7.1.7 Intangible Personal Pro erty; Occupancy Agreements ..............13
7.1.8 List of Disputes ........................................... ...........13
7.1.9 No Violations of Law..................................................................13
7.1.10 Accurate Disclosure .....:..............................................................14
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7.1.11 No Condemnation .........1.............................................................14
7.1.12 No Environmental Violations .....................................................14
7.1.13 No Security-Related Areas..........................................................14
7.1.14 No Equipment Permits ................................................................14
7.1.15 Full and Complete Disclosure 14
7.1.16 100% Court Occupancy ..............................................................14
7.2 ADC's Representations and Warranties ......................................................14
7.2.1 Good Standing............. ..................................................14
7.2.2 Due Execution and Delivery.......................................................15
7.2.3 No Conflict................... ..............................................................15
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7.2.4 No Security-Related Ar as..........................................................15
7.2.5 100% Court Occupancy ..............................................................15
8. INDEMNITIES....................................... .............................................................15
8.1 The AOC's Indemnities...............................................................................15
8.1.1 Representations and Warranties..................................................15
8.1.2 AOC Responsibilities..................................................................15
8.2 The County's Indemnities............................................................................15
8.2.1 Covenants....................................................................................16
8.2.2 Representations and Warranties..................................................16
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8.2.3 County Responsibilitiesi..............................................................16
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8.2.4 CERCLA ......................i..............................................................16
8.3 Indemnity Exclusions...................................................................................16
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and the mediator must reach a written agreement regarding the mediator's compensation
and expenses before the mediation is commenced.
12.2.4 Date, Time, and Place of Mediation. In consultation with the
Parties, the mediator will fix the date, time, and place of each mediation session. The
mediation may be held at any convenient location agreeable to the Parties and the
mediator. Mediation must be completed within 90 calendar days after the requesting
Party's delivery to the responding Party of the Mediation Request.
12.2.5 Attendance at Mediation. Both Parties must attend the
mediation session(s). The Parties may satisfy this attendance requirement by sending a
representative familiar xvith the facts of the dispute, who has the authority to negotiate on
behalf of, and to effectively recommend settlement to, the Party he or she represents.
Any Party to the mediation may have the assistance of an attorney or other representative
of its choice, at its own cost. Other persons may attend the mediation sessions only with
the consent of the Parties and the mediator.
12.2.6 Statements Before Mediation. The mediator will determine
the manner in which the issues in dispute will be framed and addressed. The Parties
should expect that the mediator will request a premediation statement outlining facts,
issues, and positions of each Party ("Premediation Statement") in advance of the
mediation session. At the discretion of the mediator, the Premediation Statements or
other information may be mutually exchanged by the Parties.
12.2.7 Confidentiality. The'mediation will be confidential in all
respects, and the provisions of California Evidence Code §§ 1152 and 1154 will apply to
all written and verbal evidence presented in the mediation and to settlement
communications made in the Premediation Statement, during the mediation itself, or
otherwise in furtherance of or related to the mediation or the settlement of the dispute.
The Premediation Statements shall be confidential, for settlement purposes only, and will
not be admissible in any other hearing before the CFDRC or for any purpose other than
for the mediation. Without limiting the foregoing, the provisions of California Evidence
Code §§ 1115 through 1128, inclusive, will apply in connection with any mediation
under this Agreement.
12.3 Referral to CFDRC. After compliance with the terms for mediation
provided in Sections 12.1 and 12.2, any unresolved dispute involving any of the matters
set forth in §§ 70303(c)(1) through (5) of the Act will be referred to the CFDRC for
hearing and recommendation by the Director of Finance, as contemplated in the Act and
in accordance with the CFDRC Regulations.
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TABLE OF CONTENTS
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9. RIGHT TO AUDIT...................................................................................................16
10. DEFAULT NOTICE AND CURE .........................
11. CONDEMNATION................................................................................................17
12. DISPUTE RESOLUTION.......................'..............................................................17
12.1 Unassisted Negotiation ................................................................................17
12.2 Mediation. ...................................................................................18
12.2.1 Initiation of Mediation :..............................................................18
12.2.2 Selection of Mediator..................................................................18
12.2.3 Cost of Mediation........................................................................18
12.2.4 Date, Time, and Place of Mediation............................................19
12.2.5 Attendance at Mediation .............................................................19
12.2.6 Statements Before Mediation......................................................19
12.2.7 Confidentiality.............. ..............................................................19
12.3 Referral to CFDRC .......................:..............................................................19
13. NOTICES................................................. ..............................................................20
14. SURVIVAL OF TERMS AND PROVISIONS......................................................21
15. MISCELLANEOUS ............................... .......22
15.1 Amendments ................................. ..............................................................22
15.2 Waivers ........................................................................................................22
15.3 Force Majeure..............................................................................................22
15.4 Assignment ...................................'...............................................................22
15.5 Binding Effect..............................................................................................22
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15.6 Third Parties Benefited .................:..............................................................22
15.7 Governing Law ............................................................................................22
15.8 Construction..................................:..............................................................22
15.9 Integration.....................................:...................:..........................................23
15.10 Capitalized Terms .........................................................................................23
15.11 Incorporation By Reference.........................................................................23
15.12 Severability ...................................:..............................................................23
15.13 Further Assurances........................ ..............................................................23
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TRANSFER AGREEMENT
1. PURPOSE
The Judicial Council of California ("Council"), Administrative Office of the
Courts (together, the "AOC"), and the County of Contra Costa (.'County"), set forth the
terms and conditions for the transfer of responsibility for funding and operation of the
trial court facility commonly known as the Concord-Mt. Diablo District Courthouse and
for conveyance to the State of California on behalf of the Council of the County's title to
the Court Facility and the Land on which it is located.
2. � BACKGROUND
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The Lockyer-Isenberg Trial Court Funding Act of 1997, AB 233 (Escutia and
Pringle) provides for transfer of the primary obligation for funding of court operations
from the counties to the State. Although counties continue to contribute to trial court
funding through maintenance of effort obligations, the restructuring of funding for trial
court operations accomplished by the Loc kyer-Isenberg Trial Court Funding Act of 1997
ended a dual system of county and state funding.of, and created a more stable and
consistent funding source for, trial court operations. The Trial Court Facilities Act of
2002 was adopted to provide for the transfer of responsibility for funding and operation
of trial court facilities from the counties to the AOC. The Parties enter into this
Agreement to implement the provisions of the Act as it exists on the Effective Date.
3. DEFINITIONS
"Acceptance Document" means a certificate of acceptance or certified resolution
evidencing the PWB's approval of the Transfer of Title.
"Act" means the Trial Court Facilities Act of 2002 (Government Code §§ 70301-
70404) as of the Effective Date.
"Agreement" means this Transfer Agreement, together with the attached Exhibits.
Gran "AOC Authorized Signatory" means the AOC's Business Services Manager,
t Walker.
"AOC Claim" means any demand, complaint, cause of action, or claim alleging
or arising from acts, errors, omissions, or negligence of the Court or the AOC in the
administration and performance of judicial operations in the Court Facility, including, but
not'limited to, allegations of civil rights violations made by a third party against a Court
employee.
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"Building" means the building on the Land in which the Court Facility is located,
and all connected or related structures and improvements and all Building Equipment.
"Building Equipment" means all installed equipment and systems that serve the
Building, including those items listed on Exhibit "D" to this Agreement.
"Building Software" means the software program called On Guard ET that is
licensed to the County by Lenel for the operation of a keycard entry system in the
Building.
j "Closing" means the completion of all steps required to complete the Transfer, as
set forth in this Agreement and the Closing Documents.
"Closing Date" means the date that the Grant Deed is recorded in the County
Recorder's Office.
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"Closing Documents" means the documents listed in Section 5.1.1 of this
Agreement.
"Controller" means the State Controller.:
"County Authorized Signatory" means the Chairperson of the County's Board of
Supervisors.
"County Authorizing Document" means a copy of a certified resolution or order
of the County's Board of Supervisors authorizing (1) the County Authorized Signatory to
execute this Agreement and the Closing Documents on behalf of the County; and (2) the
County to deliver and perform this Agreement and the Closing Documents.
"County Facilities Payment" means the payments the County must make to the
Controller with respect to the Court Facility under Article 5 of the Act.
"County Parties" means the County, its elected and appointed officers, agents,
and employees.
j "Court" means the Superior Court of California for the County of Contra Costa.
"Court Facility" means the 7,938 square;foot trial court facility commonly known
as the Concord-Mt. Diablo District Courthouse, !located at 2970 Willow Pass Road,
Concord, California, which occupies the entirety of the Building, and all spaces, fixtures,
and appurtenances described in § 70301(d) of the Act, including the Court Parking, 2
rooms for holding superior court, 2 chambers of judges of the Court, rooms for attendants
of the Court, rooms for storage, and certain other areas required or used for Court
functions. A copy of a site plan depicting the location of the Building on the Land, and a
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copy of a floor plan depicting the layout of the Court Facility in the Building, are
attached as Exhibit "E" to this Agreement.
"Court Parking" means a total of 54 uns�cured, above-ground parking spaces,
including 2 handicapped parking spaces, and 3 reserved parking spaces, located in a
paved parking lot on the Land, dedicated to use by judges, Court staff and employees,
jurors, and persons conducting personal or business affairs in the Court Facility. The
Court Parking provides parking spaces of compatible convenience and type, and of equal
number, as made available for Court use on October 1, 2001.
"Dispute" means each and every filed and pending claim under the Tort Claims
Act i(Government Code § 810, et seq.), lawsuit, arbitration, mediation, administrative
proceeding, settlement negotiation, or other on-�oing dispute-resolution proceeding
related to the Property that, if determined adversely to the County or the AOC, would
have a Material Adverse Effect. To the best of t�e County's knowledge, the list attached
to this Agreement as Exhibit "F" is an accurate and complete list of all Disputes existing
as of the Effective Date.
"Effective Date" means the date this Agreement is signed by the last Party to
sign.
"Environmental Law" means federal, sti te, or local laws, ordinances,
regulations, rules, statutes, and administrative actions or orders respecting hazardous or
toxic substances, waste, or materials.
"Equipment Permits" means any governmental permits, certificates, and
approvals required for lawful operation of any of the Building Equipment.
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"General Liability Claim" means any actual demand, complaint, cause of action,
or claim alleging (1) bodily injury to or death ofipersons in, on, or about the Real
Property, whether that bodily injury or death is sustained by a third party, a County Party,
or a State Party, and (2) damage to or destruction of personal property of third parties
(other than personal property of a County Party or a State Party) in, on, or about the Real
Property, but excludes all AOC Claims.
I "Grant Deed" means the document entited Grant Deed that is similar in form and
content to the document attached to this Agreement as Exhibit "C" and by which the
County will convey to the State on behalf of the Council title to the Real Property.
"Hazardous Substance" means any material or substance regulated under any
Environmental Law.
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"Indemnified Loss" means all liability, damages, attorney fees, costs, expenses,
or losses with respect to which either Party is obligated to indemnify the other Party
under this Agreement.
"Intangible Personal Property" means all of the County's (1) contract rights and
commitments related to the Real Property; (2) Building Software; (3) warranties, permits,
licenses, certificates, guaranties, and suretyship agreements and arrangements, and
indemnification rights in favor of the County with respect to the Real Property; (4)
commitments, deposits, and rights for utilities relating to the Real Property; (5)
engineering, accounting, title, legal, and other technical or business data concerning the
Real Property or the Tangible Personal Property; (6) deposits, deposit accounts, and
escrow accounts arising from or related to any transactions related to the Property, and
rights to receive refunds or rebates of impact fees, assessments, charges, premiums, or
other payments made by the County in respect of the Property, if these refunds or rebates
relate to the period on or after the Closing Date; or (7) all other intangible rights,
interests, and claims of the County which are a part of or related to the Property.
"Land" means the real property of approximately 0.6 acres as described on
Exhibit "A," including the County's (1) proprietary rights to enter and exit the Land, (2)
recorded and unrecorded rights to water, water stock, oil, gas, minerals, and timber
related to the Land, and (3) any existing, granted development permits, entitlements, and
air and view rights, subject to all rights and interests of record that burden or benefit the
Land.
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"Law" means State and federal codes, ordinances, laws, legally-promulgated
regulations, the California Rules of Court, and judicial and administrative orders that are
binding on the County or the State and issued by a court or governmental entity with
jurisdiction over the County or the State.
"Material Adverse Effect" means any of(1) a material adverse change in (a) the
condition, operations, or value of the Property, (b) the County's use of, interest in, or
right or title to, the Property, (c) the ability of the County to perform its obligations under
this Agreement and the Closing Documents, or (d) the validity or enforceability of this
Agreement or the Closing Documents; or (2) the imposition on the County of actual or
contingent payment obligations in respect of the;Property of$50,000 or more in the
aggregate.
"Material Agreements" means any and all agreements, contracts, or
understandings (whether written or unwritten) relating to the Property (1) for which
termination requires advance notice by a period exceeding 30 calendar days, or (2) that
obligate the County to make payment, or entitle;the County to receive payment,
exceeding $25,000 within any fiscal year.
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"Occupancy Agreement" means any agreement or arrangement that entitles a
third party to occupy.or use the Real Property for a period that continues after the Closing
Date, and that cannot be terminated on 30 or fewer days notice.
"Party" means either of the AOC or the County, and ``Parties" means the AOC
and ithe County.
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Pending Projects" means any pending maintenance project or other project
involving the Court Facility under §§ 70326(d) or 70331(c) of the Act.
"Permitted Exceptions" means exception numbers 1, 2, 3, and 4, as shown in
Schedule "B" of the PTR, and any other exception later added to Schedule "B" of the
PTR that the AOC agrees to accept under Section 5.2.1.1, below.
Property" means all right, title, and interest in and to the Land, the Building, the
Court Facility, and the Tangible Personal Property.
"Property Disclosure Documents" means all documents including any Material
Agreements in the County's possession or control that pertain to the title, ownership, use,
occupancy, or condition of the Property or any rights, benefits, liabilities, obligations, or
risks associated with the Property. A list of the categories of possible Property
Disclosure Documents is attached as Exhibit "G".
"PTR" means the Second Updated Preliminary Title Report issued by Chicago
Title Company, dated August 25, 2006, and bearing Order Number 140284-RG and
Reference No. 80500779, as amended and further updated. A copy of the PTR is
attached as "Exhibit "H" to this Agreement.
"PWB" means the State Public Works Board.
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"Real Property" means the Land, the Building, and the Court Parking.
"State" means the State of California.
"State Parties" means the Council, the Administrative Office of the Courts, and
the Court, and their respective elected and appointed officials, officers, agents, and
employees.
"Tangible Personal Property" means any unaffixed item that is, on the Closing
Date, located on or in the Real Property. The term "Tangible Personal Property" does
not include any of the "Excluded Tangible Personal Property" listed on Exhibit "B" to
this Agreement.
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"Telecommunications MOU" means the Interagency Agreement (County
Provides Services) between the County and the Court, and the Service Plan attached
thereto, effective between July 1, 2005 and June'30, 2010, as amended or renewed from
time to time.
"Transfer of Responsibility" means the County's full and final grant, transfer,
absolute assignment, and conveyance to the AOC, and AOC's full and final acceptance
and'assumption of, entitlement to, and responsibility for, all of the County's rights,
duties, and liabilities arising from or related to the Real Property under this Agreement
and the Act, except for those duties and liabilities expressly retained by the County under
this Agreement and the Act.
"Transfer of Title" means the County's conveyance and assignment to the State
on behalf of the Council of all of the County's right, title, and interest in and to the
Property.
"Transfer" means the Transfer of Responsibility and the Transfer of Title,
together.
4. RESPONSIBILITIES AFTER TRANSFER.
4.1 Transfer of Responsibility; Transfer of Title. On the Closing Date, the
Transfer of the Property from the County to the AOC will occur under this Agreement and
the Closing Documents.
4.2 Specific Responsibilities After Transfer. The Parties will have the
following specific rights, duties, and liabilities at all times after the Transfer:
4.2.1 Utilities. If not completed before the Closing Date, the Parties
will!work together, diligently, and in good faith,i to cause the County's accounts with all
providers of utilities to the Real Property, except third-party providers of
telecommunication services, to be assigned to arid assumed by the AOC as of the Closing
Date. If any utility accounts cannot be assigned;to the AOC, the Parties will work
together to cause the County's accounts to be closed as of the Closing Date and new
accounts for those utilities to be opened in the name of the AOC. The County will be
responsible to pay all charges and fees for the utilities provided to the Real Property,
except for fees and charges of third-party providers of telecommunications services, for
all periods prior to the Closing Date. The AOC or the Court will be responsible for
payment of the fees and charges for utilities provided to the Real Property, including fees
and!I m
charges of third-party providers of telecomunications services, ori and after the
Closing Date. The County will send to the AOC all invoices and other communications
concerning accounts for utilities provided to the.Court Facility after the Closing Date,
and'i the AOC will be responsible to cause payment of those invoices. The County will
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reimburse the AOC promptly upon demand for any utilities cost for which the County is
responsible.
4.2.2 Building Software. Subject to the termination provisions set
forth below in this Section 4.2.2, the County will continue to maintain, and the State
Parties will have uninterrupted use of and access to, the Building Software and the
County's hardware that operates the Building Software. The AOC will reimburse the
County for the actual costs of maintenance and repair of the Building Software and the
hardware that operates the Building Software. If a third party provides any maintenance
services, the County must include with its invoice to the AOC a copy of the original bill
and any supporting documents from the third-party service provider. If County staff
provides the maintenance services, the AOC will reimburse the County at the same rate
charged by the County to County departments for those services. If either Party wishes
to discontinue the use, operation, and maintenance of the Building Software in the
Building, that Party must give the other Party at;least 180 days written notice of the
discontinuation of the use of the Building Software in the Building, and the Parties will
work together, during that 180 day period, to make arrangements to remove the Building
Software, the County's computer hardware, and:any related personal property that is
owned, leased, or licensed by the County from the Building. All costs associated with
removing the Building Software, the County's computer hardware, and any related
County personal property from the Building, including the cost to repair any damage to
the Real Property caused by removal of that personal property, will be borne by the Party
that elects to discontinue the use of the Building;Software in the Building; provided that,
if the Parties mutually agree to discontinue the use of the Building Software in the
Building, the Parties will share those costs equally. In connection with either Party's
decision, or a mutual agreement by the Parties, to discontinue the use of the Building
Software in the Building, the County will have no obligation to procure or pay for any
replacement software or hardware systems for the Building, but all decisions concerning
whether, and with what, to replace the Building Software and the County's computer
hardware will be made solely by the AOC, and all costs and expenses associated with any
replacement software or hardware will be the sole responsibility and obligation of the
AOC. At any time that the Building Software is being used in the Building, the AOC
may, upon ten days written notice from the AOC, terminate the County's maintenance
andl repair services with respect to the Building Software and the County's computer
hardware, and make other arrangements for their maintenance and repair at the ADC's
sole cost.
4.2.3 Security Staffing. This Agreement does not supersede, replace,
or modify any agreement between the County and the Court with respect to security
staffing for the Real Property.
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4.2.4 Correspondence. The County will endeavor to forward or direct
by first-class U.S. mail, postage pre-paid, or by facsimile transmission, all
correspondence, invoices, and information related to management, operation,
maintenance, or repair of the Real Property for the period on and after the Closing Date,
to the Director of the AOC's Office of Court Construction and Management at 455
Golden Gate Avenue, San Francisco, California 94102, facsimile number (415) 865-
8885.
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4.2.5 County Facilities Payments. The County will make all County
Facilities Payments in accordance with the Act and Section 6 of this Agreement.
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4.2.6 Notice of Disputes. The County will use best efforts to promptly
notify the AOC in writing of any Dispute filed after the Closing Date that concerns or
alleges acts or omissions of the County committed at any time related to the Property.
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4.2.7 Personal Properly. If either Party determines that there exists
any;,Tangible or Intangible Personal Property not previously transferred.or assigned to the
AOC, that Party will promptly provide to the other Party a notice that includes a
reasonably-detailed, written description of that property. At the AOC's request, the
County will transfer, convey, or assign to the AOC any or all of the Tangible or
Intangible Personal Property described in that notice.
4.2.8 Adjustments. The Parties will make the appropriate adjustments
for'prorations or computations required by this Agreement or the Closing Documents as
promptly as possible once accurate information becomes available evidencing that either
Party is entitled to an adjustment. Any prorations will be based on a 365-day fiscal year.
The Party entitled to the adjustment must make written demand on the other Party for the
adjustment within one year after the Closing Date and will provide a reasonably-detailed
explanation of the basis for the demand and all supporting documentation. The Parties
will promptly pay each other any corrected proration or adjustment amounts.
4.2.9 Telecommunications Services. The County will continue to offer
telecommunications services to the State Parties', for the benefit of the Court in the Court
Facility, on the costs and terms set forth in the Telecommunications MOU. Certain
components of the County's telephone system, including the telephone line interface
module and related equipment known as LIM and its associated subcomponents (e.g.,
power supplies, batteries, rectifiers, UPSs, cable modems, etc.) (collectively, the "LIM"),
are!located throughout the Court Facility. The LIM is part of the County
communications system, and is tied to the Tandem PBX located at 30 Douglas Drive,
Martinez, California. Pursuant to the Telecommunications MOU, the County is the
telecommunications service provider for the Building and provides voicemail for the
Court Facility by County equipment at 30 Douglas Drive, Martinez, California. Effective
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on the Closing Date, the AOC grants to the County the right of ingress, egress, and access
to all parts of the Real Property in which any component or subcomponent of, or
connection to, the LIM is located, as reasonablyequired for the County's continued
operation, use, maintenance, expansion, replacement, and repair of the LIM or the
associated County backbone copper cable plant in support of the LIM, all of which will
remain the sole and exclusive responsibility and �pbligation of the County pursuant to the
Telecommunications MOU.
4.2.10 Relief from § 70311 Obligations. Effective upon the Closing
Date, the AOC confirms and agrees that the Coupty will be and is relieved of any
responsibility under § 70311 of the Act for providing to the Court necessary and suitable
court facilities for the number of judicial and Court support positions currently located in
the Building.
4.3 Specific Responsibility After Effective Date. After the Effective Date of
this Agreement, the County will not: (1) transfer or agree to transfer any right, title, or
interest in the Real Property to any third party, or allow any liens or encumbrances to be
recorded against the Real Property; (2) enter into any agreement concerning the Real
Property without the AOC's prior written consent; (3) do anything that would result in a
change to the zoning or entitlements for use of the Real Property; or (4) cause the Real
Property to become subject to a deficiency under § 70326(b) of the Act.
5. THE CLOSING
5.1 The Closing Date. The Transfer will occur upon recordation of the Grant
Deed in the County Recorder's Office. The Closing Date will not be affected by the date
of delivery of the signed originals of this Agreement or the Closing Documents.
5.1.1 Closing Documents. T Closing Documents are as follows:
(a) The Grant Deed; and
(b) Any other documents required by Law, or reasonably
requested by the State Parties or their title company, or the County to effect the Transfer.
II 5.1.2 Time For Signature. The Parties will sign the Closing
Documents on or as expeditiously as possible following the Effective Date. If the
Closing Documents have not been fully signed by the Parties within 10 days after the
Effective Date, either Party that has signed the Closing Documents may terminate this
Agreement and the Closing Documents upon 5 business days notice to the other Party;
but if the Closing Documents are fully signed b} the Parties prior to the end of the 5
business day period, any termination notice shall be of no force or effect.
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5.1.3 Cooperation. The County will cooperate with the AOC to
resolve to the satisfaction of the PWB any condition of the Real Property that the PWB
may reasonably require be resolved for approval of the Transfer of Title.
5.2 Conditions for Closing. Neither Party will be obligated to consummate the
Transfer unless the following conditions to the Transfer are satisfied or waived prior to the
Closing Date. The conditions for the benefit of the County may only be waived by the
County, and the conditions for the benefit of the AOC may only be waived by the AOC.
5.2.1 Conditions for the Benefit of the AOC. The AOC must be
satisfied that (1) all of the County's representations and warranties in this Agreement are
accurate and complete in all material respects as though made on the Closing Date; (2)
there are no County Events of Default under this Agreement nor any circumstance which,
but for the passage of time or the giving of notice or both, would constitute a County
Event of Default as of the Closing Date; (3) the PWB has approved the Transfer of Title,
as evidenced by a signed Acceptance Document; and (4) Chicago Title Company is
irrevocably committed to issue an owner's policy of title insurance to the State on the
Closing Date insuring the State's ownership of title to the Real Property, subject only to
the Permitted Exceptions.
5.2.1.1 If, between the Effective Date and the Closing Date, a
new title exception is added to the PTR that the State Parties will not accept as a
Permitted Exception, then except only in the circumstance specifically described in
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Section 5.2.1.2 of this Agreement, the addition of the new exception to the PTR will not
constitute a breach or default by either Party of this Agreement. Upon the Parties'
discovery of the new exception, the Closing Date will be automatically delayed to allow
the Parties to meet and confer, in person or by telephone and in good faith, to determine
how to proceed with respect to the new exception, and the Parties will provide reasonable
cooperation to one another to reach a mutually-acceptable resolution for the new
exception. If the Parties are not able to reach a mutually-acceptable agreement
concerning the resolution of the new title exception at or within 30 calendar days after
that meeting, then either Party will have the right, but not the obligation, to terminate this
Agreement upon five business days written notice to the other Party, whereupon the
Parties will have no further rights or duties to one another under this Agreement;
provided, however, that if the AOC accepts the new exception as a Permitted Exception,
or if a Party otherwise resolves the new exception in a mutually-acceptable manner
during the five business day period following a Party's written notice of termination, this
Agreement will remain in full force and effect. If the Parties do reach a mutually-
acceptable agreement for resolution of the new exception prior to any termination of this
Agreement, the Parties will thereafter proceed to Closing of the Transfer under this
Ageement, including completion of the agreed-upon resolution of the new title
exception.
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5.2.1.2 If the new exception arises from a lien or encumbrance
that the County knowingly and intentionally caused to be recorded against the Real
Property on or after the Effective Date, the Parties will proceed under Section 10 and, if
necessary, Section 12, of this Agreement.
5.2.2 Conditions for the Benefit of the County. The County must be
satisfied that (1) all of the AOC's representations and warranties in this Agreement are
accurate and complete in all material respects as though made on the Closing Date; and
(2) there are no AOC Events of Default under this Agreement nor any circumstance
which, but for the passage of time or the giving of notice or both, would constitute an
AOC Event of Default as of the Closing Date.
5.3 Delivery of Signed Agreement, Closing Documents, and County
Authorizing Document. The last Party to sign this Agreement and the Closing Documents
must deliver to the AOC, within 3 business days 'after signing, the signed originals of this
Agreement and the Closing Documents, and the County must also deliver to the AOC,
together with those signed originals, the County Authorizing Document.
5.4 . Delivery of Possession. On the Closing Date, the County will deliver to the
AOC, and the AOC will accept from the County, custody, control, and complete
responsibility of and title to the entirety of the Property, including the Court Facility, the
Building, and the Court Parking, and the Tangible Personal Property.
5.5 "As-Is". Subject to the terms of this Agreement and the Act, the AOC will
accept responsibility for the Real Property on the Closing Date and the State will be
granted title to the Real Property on the Closing'Date, respectively, in the "as is"
condition of the Real Property and without requiring payment from the County for any
deficiencies in the Real Property that are caused,by deferred maintenance.
6. COUNTY FACILITIES PAYMENT
6.1 Amount of County Facilities Payment. The annual amount of the County
Facilities Payment is $57,865, subject to adjustment under § 70355 of the Act. This
amount is based on a Closing Date occurring within the same fiscal quarter as the
Effective Date. If the Closing Date does not occur in the same fiscal quarter as the
Effective Date, the Parties will recalculate the County Facilities Payment as set forth in
the Act. .
6.2 County Facilities Payment Obligation. The County will pay to the
Controller the County Facilities Payment under Article 5 of the Act and Section 6 of this
Agreement.
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6.2.1 Prorations. If the Closing Date falls on any date other than
October 1, January 1, April 1, or July 1, the first;quarterly installment of the County
Facilities Payment will be prorated for the period from the Closing Date to the last day of
the!fiscal quarter in which the Closing Date occurs. The regular quarterly installments of
the;County Facilities Payment will be $14,466.2'-5, based on the Closing Date occurring in
the!same fiscal quarter as the Effective Date, and subject to adjustment under § 70355 of
the'Act. If the Closing Date does not occur in the same fiscal quarter as the Effective
Date, the amount of the first quarterly installment will be recalculated in accordance with
this Section 6.2.1 and Section 6.1, if applicable.; No later than 5 business days after the
Closing Date, the County will deliver to the Controller the first quarterly installment of
the;County Facilities Payment.
6.2.2 Quarterly County Facilities Payments. The County will make
County Facilities Payments every fiscal quarter �. t the time and in the amount that is
required by the Act and this Section 6, including any adjustments to the County Facilities
Payment amount, except for the first quarterly installment of the County Facilities
Payment which must be adjusted and prorated in accordance with Sections 6.2.1 and
6.2.2.
7. REPRESENTATIONS AND WARRANTIES
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Each Party hereby makes the representations and warranties set forth in this
Section 7 to the other Party as of both the Effective Date and the Closing Date. Each
Party shall give written notice to the other within 5 business days of its discovery of any
facts, events, or circumstances that would render any information contained in that
Party's representations and warranties in this Agreement or any Closing Document
incomplete, untrue, or misleading, but if a Party'makes that discovery within 7 calendar
days prior to the Closing Date, then that Party must immediately deliver written notice of
the relevant information to the other Party, whereupon the Closing will be automatically
delayed to allow the Party receiving that notice sufficient time to decide whether to
proceed with the Closing.
7.1 The County's Representations and Warranties. The phrase "to the best of
the County's knowledge" or words of similar import, means the actual knowledge of
Terry Mann, the Deputy Director of the County's Department of General Services, and
the County represents that Mr. Mann is the County staff person most knowledgeable
about all the various aspects of the Real Property, and has access to County documents and
information to give the County's representations,and warranties.
7.1.1 Good Standing. The County is a political subdivision of the
State duly organized, validly existing, and in good standing under the Law of the State.
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�- 7.1.2 Authority. The County Authorized Signatory has been duly
authorized and empowered, by a resolution or other formal action of the County Board of
Supervisors, to sign this Agreement and the Closing Documents on behalf of the County.
7.1.3 Due Execution and Delivery. This Agreement and the Closing
Doc uments executed by the County are legal, valid, and binding obligations of the
County and fully enforceable against the County.
7.1.4 No Conflict. To the best knowledge of the County, this
Agreement and the Closing Documents do not and will not violate any provision of any
agreement, obligation, or court order to which the County is a party or by which the
County or any of its assets is subject or bound. To the best knowledge of the County,
there is no Law in effect that would prohibit the County's execution, delivery, or
performance of its obligations under this Agreement or the Closing Documents.
7.1.5 Title to Real Pr pegy. To the best knowledge of the County,
other than those rights and interests that are subject to any recorded encumbrances: (1)
the County has good and marketable fee title to the Real Property, free and clear of any
liens, claims, encumbrances, or security interests in favor of third parties; and (2) no
person or entity other than the County has any title or interest in or right to occupy or use
the Real Property; and (3) the County has not granted, conveyed, or otherwise transferred
to any person or entity any title or interest in or fight to, or any future right to acquire, any
title or interest in or right to, the Real Property.
7.1.6 Title to Tangible Personal Property. To the best knowledge of
the County, the Excluded Tangible Personal Property described in Paragraph 3(a) of
Exhibit "B" to this Agreement is the only tangible personal property in or on the Real
Property that belongs to the County as of the Effective Date, and the County does not
own or claim any interest in the Tangible Personal Property.
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7.1.7 Intangible Personal Property Occupancy Agreements. To the
best knowledge of the County, with the exception of the Building Software, there is no
Intangible Personal Property and the County isnot a party to any Occupancy
Agreements, including any under which any one or more vending facilities (as defined
in California Welfare and Institutions Code § 19626) are located in the Building.
7.1.8 List of Disputes. To the best knowledge of the County, with the
exception of the Disputes specifically listed in Exhibit "F," there are no Disputes..
7.1.9 No Violations of Law. To the best knowledge of the County, the
County has not received any written notice from any State, federal, or other governmental
authority requesting or requiring the County to correct any violations of Law pertaining
to the Property.
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7.1.10 Accurate Disclosure. .The County maintains in its ordinary
course of business the Property Disclosure Documents delivered or made available to the
AOC for the Transfer. The County has not intentionally altered any of these Property
Disclosure Documents in any manner that renders them inaccurate, incomplete, or
misleading.
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7.1.11 No Condemnation. To the best knowledge of the County, the
County has not received a written notice of any pending modification of a street or
highway contiguous to the Real Property, or any existing or proposed eminent domain
proceeding that could result in a taking of any part of the Real Property.
7.1.12 No Environmental Violations. Except as set forth in the Property
Disclosure Documents provided to the AOC, or in any environmental assessments or
investigations of the Real Property performed by the AOC, to the best knowledge of the
County, there are no existing violations of Environmental Laws in, on, under, adjacent to,
or affecting the Real Property.
7.1.13 No Security-Related Areas. To the best knowledge of the
County, there are no parts of the Real Property that are presently dedicated to or
primarily used for secure entry, exit, holding, or;transport of prisoners attending Court
sessions.
7.1.14 No Equipment Permits. To the best knowledge of the County,
none of the Building Equipment requires an Equipment Permit.
7.1.15 Full and Complete Disclosure. To the best knowledge of the
County, the County provided to the AOC all existing Property Disclosure Documents
within the County's possession, custody, or control.
7.1.16 100% Court Occupana,. To the best knowledge of the County,
the Court occupies the entirety of the Building.
7.2 AOC's Representations and Warranties. The phrase "to the best of the
AOC's knowledge," or words of similar import,means the actual knowledge of the
Director, Office of Court Construction and Management, and the AOC represents that
this is the person within the AOC most knowledgeable with respect to the matters
described in the AOC's representations and warranties, and has access to AOC
documents and information to give the AOC's representations and warranties.
7.2.1 Good Standing. The Administrative Office of the Courts is the
staff agency to the Council, an entity established by the Constitution of the State, validly
existing under the Law of the State;
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1.2.2 Due Execution and Delivery. Each person executing this
Agreement and Closing Documents on behalf of a State Party has been duly authorized
and'empowered to bind the State Party for which it is signing, and this Agreement and the
Closing Documents are legal, valid, and binding obligations of and enforceable against
those State Parties.
7.2.3 No Conflict. To the best knowledge of the AOC, this Agreement
and the Closing Documents do not and will not violate any provision of any agreement,
obligation, or court order, to which the AOC is a party or by which the AOC or any of its
assets is subject or bound. Other than in connection with the PWB's approval of the
Transfer of Title, to the best knowledge of the AOC, there is no Law in effect that would
prohibit the AOC's execution, delivery, or performance of its obligations under this
Agreement or the Closing Documents.
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7.2.4 No Security-Related Areas. To the best knowledge of the AOC,
there are no parts of the Real Property dedicated to or primarily used for secure entry,
exit, holding, or transport of prisoners attending Court sessions.
7.2.5 100% Court Occupancy. To the best knowledge of the AOC, the
Court occupies the entirety of the Building.
8. INDEMNITIES
8.1 The AOC's Indemnities. The AOC indemnifies, defends, and holds
harmless the County Parties against all Indemnified Loss asserted against the County
Parties arising from the following except as set forth in Section 8.3 below:
8.1.1 Representations and Warranties. Any breach of the AOC's
representations and warranties contained in Section 7.2 of this Agreement or in the
Closing Documents, and
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8.1.2 AOC Responsibilities. Any event occurring on or after the
Closing Date, or which is otherwise attributableto the time on or after the Closing Date,
arising from or related to the ADC's possession; operation, management, maintenance,
and repair of, or responsibility for, the Property on and after the Closing Date. This
indemnity cannot be deemed or construed to limit or diminish the State Parties'
obligations contained in any agreement between the County and State Parties, or that are
otherwise required by Law, which are required or permitted to be performed prior to the
Closing Date.
8.2 The County's Indemnities. The County indemnifies, defends, and holds
harmless the State Parties against all Indemnified Loss asserted against the State Parties
arisling out of the following except as set forth in Section 8.3 below:
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8.2.1 Covenants. Any breach by a County Party of its obligations set
forth in this Agreement or the Closing Documents;
8.2.2 Representations and Warranties. Any breach of the County's
representations and warranties contained in Section 7.1 of this Agreement or set forth in
the Closing Documents;
8.2.3 County Responsibilities.:' Any event occurring before the Closing
Date, or which is otherwise attributable to the time prior to the Closing Date, related to
the County's ownership, possession, operation, management, maintenance, and repair of,
or responsibility for, the Property. This indemnity cannot be deemed or construed to
limit or diminish the County Parties' obligations contained in any agreement between the
State Parties and the County Parties, or that are otherwise required by Law, which are
required or permitted to be performed after the Closing Date; and
8.2.4 CERCLA. Under § 70393(d) of the Act, any liability imposed on
the State Parties pursuant to the Comprehensive.Environmental Response, Compensation
and Liability Act of 1980, as amended, (42 U.S.C. § 9601 et seq.), or related provisions,
for conditions that existed in, on, or under the Real Property at the time of the Closing
Date whether or not known to the County.
8.3 Indemnity Exclusions. Neither Party will be entitled to be indemnified by
the other Party under this Agreement in respect of any event, circumstance, or condition
that arises from its own negligence or willful misconduct. The indemnification
obligations of the Parties under Sections 8.1 and 8.2 of this Agreement will in no event
release the Parties from their respective obligations set forth in this Agreement, the
Closing Documents, or any other agreement, or in any way diminish the duty of either
Party to fully and faithfully perform those obligations.
9. �. RIGHT TO AUDIT
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The County will maintain all records relating to the County Facilities Payment due
and owing from the County under the Act, according to the time limits contained in the
instructions for calculation of the County Facilities Payment. The County will also
maintain an accounting system, supporting fiscal records, and agreements related to the
Property to address claims and disputes arising under this Agreement and the Closing
Documents in accordance with the requirements.of the Act. The County will also
mai ii records relating to all receipts and expenditures from the local courthouse
construction fund established under Government Code § 76100, which the AOC has the
right to audit under § 70391(d)(1) of the Act The County will provide to the AOC, or its
designated representative or consultant, copies of, or access to, these records and
supporting documents for inspection and audit at any reasonable time.
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10.1' DEFAULT NOTICE AND CURE
Upon a Party's breach or default of any provision of this Agreement, the non-
defaulting Party will provide written notice to the defaulting Party of the breach or
default ("Default Notice"). Upon receipt of the.Default Notice, the defaulting Party will
have 30 calendar days to cure the breach or default described in the Default Notice and to
provide evidence of that cure to the non-defaulting Party. If the breach or default is not
capable of cure within the 30 calendar day period, then no breach or default can be
deemed to have occurred by reason of the failure to cure so long as the defaulting Party
promptly begins and diligently and continuously performs the cure to completion within a
reasonable time period, not to exceed 90 calendar days from commencement of the cure
("Cure Period"). If the defaulting Party does not provide evidence of the cure to the
nonl-defaulting Party within the Cure Period, then the defaulting Party will be deemed to
have committed an "Event of Default," and theinon-defaulting Party will have the right,
buthot the obligation, to pursue its rights with respect to resolution of disputes under
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Section 12 of this Agreement. The Parties may at any time mutually agree to commence
the!dispute resolution procedures in Section 12 of this Agreement before the end of the
Cure Period.
11.1 CONDEMNATION
If the County receives written notice advising of an actual or intended
condemnation of the Real Property ("Condemnation Notice"), the County will
immediately deliver a copy of that Condemnation Notice to the AOC. Effective on the
Closing Date, the County assigns to the AOC all of the County's right, title, and interest
in and to all proceeds of condemnation to which the County is entitled with respect to the
Real Property.
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12. ! DISPUTE RESOLUTION
12.1 Unassisted Negotiation. In the event of a dispute between the Parties
relating to performance of the Parties' obligations under this Agreement, or any aspect of
the Transfer transactions contemplated in this Agreement, the County Administrator or a
person that he or she designates who has authority to negotiate on behalf of, and to
recommend settlement to, the County, and an Assistant Director of the AOC's Office of
Court Construction & Management must meet to discuss a resolution to the dispute. If the
Parties cannot resolve their dispute within 30 calendar days through that unassisted
negotiation, they will attempt to resolve the dispute by mediation under this Section 12.1.
If the dispute concerns a matter within the jurisdiction of the Court Facilities Dispute
Resolution Committee ("CFDRC"), established by § 70303 of the Act, the Parties must
firstl,mediate the dispute before a Party may commence a dispute resolution proceeding
before the CFDRC.
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!� 12.2 Mediation.
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j 12.2.1 Initiation of Mediation. Either or both of the Parties may
request the initiation of mediation for any dispute described in Section 12.1, whether or
not[the dispute falls within the CFDRC's jurisdiction, by delivering a written request for
mediation ("Mediation Request") to the other Party. The Mediation Request must (1)
include a brief summary of the issues in dispute, (2) state the dates on which the
requesting Party is unavailable to attend the mediation within the immediately-
succeeding 90 calendar days after the delivery to the other Party of the Mediation
Request, and (3) list at least 3 neutral mediators.who are acceptable to the requesting
Party for mediation of the dispute. Within 5 business days after the requesting Party's
delivery of a Mediation Request to the other Party, the responding Party must deliver to
the:1requesting Party a response to the Mediation Request ("Mediation Response"),
which must: (a) include a brief summary of the;issues in dispute (which may or may not
be the same as the summary provided by the requesting Party); (b) state the dates on
which the responding Party is unavailable to attend the mediation within the 85 calendar
days immediately following the requesting Party's receipt of the Mediation Response;
and (c) state whether any of the neutral mediators listed in the Mediation Request are
acc�ptable to the responding Party and, if none are, then the Mediation Response must
list at
least 3 neutral mediators who are acceptable to the responding Party.
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j 12.2.2 Selection of Mediator. Within 10 calendar days after delivery
to the requesting Party of the Mediation Response, the Parties will attempt in good faith
to agree upon a neutral mediator to preside over'ithe mediation. If the Parties are not able
to agree upon a neutral mediator within 10 calendar days after delivery to the requesting
Party of the Mediation Response, the Parties must apply to the CFDRC for selection of a
neutral mediator to mediate the dispute. The Parties' application to the CFDRC must be
filed in accordance with the regulations and rules adopted by the CFDRC under the Act
("CFDRC Regulations"), and must include copies of the Mediation Request and the
Mediation Response. The mediator must be a person knowledgeable in the provisions of
the Act and with a reasonable degree of experience and expertise with the Transfer
contemplated in the Act. The mediator must have no current or prior involvement with
either Party in the negotiations between the Parties related to court facility transfers under
the Act, and will discharge his or her duties impartially and as a neutral, independent
participant to the mediation process to assist the;Parties to achieve a settlement and
compromise of their dispute, taking into consideration the relevant facts, applicable Law
and the pertinent provisions of any relevant agreement between the County and the AOC.
The selection of a mediator by the CFDRC will he final and binding on the Parties.
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12.2.3 Cost of Mediation. The Parties will share equally in payment
of all costs of the mediation, including the compensation of the mediator. The Parties
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and lthe mediator must reach a written agreement regarding the mediator's compensation
andexpenses before the mediation is commenced.
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j. 12.2.4 Date, Time, and Place of Mediation. In consultation with the
Parties, the mediator will fix the date, time, and place of each mediation session. The
mediation may be held at any convenient location agreeable to the Parties and the
mediator. Mediation must be completed within 90 calendar days after the requesting
Party's delivery to the responding Party of the Mediation Request.
12.2.5 Attendance at Mediation. Both Parties must attend the
mediation session(s). The Parties may satisfy this attendance requirement by sending a
representative familiar with the facts of the dispute, who has the authority to negotiate on
beh' if of, and to effectively recommend settlement to, the Party he or she represents.
Any Partv to the mediation may have the assistance of an attorney or other representative
of its choice, at its own cost. Other persons may attend the mediation sessions only with
the ;consent of the Parties and the mediator.
12.2.6 Statements Before Mediation. The mediator will determine
the manner in which the issues in dispute will be framed and addressed. The Parties
should expect that the mediator will request a pre' mediation statement outlining facts,
issues, and positions of each Party ("Premediation Statement") in advance of the
mediation session. At the discretion of the mediator, the Premediation Statements or
other information may be mutually exchanged by the Parties.
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12.2.7 Confidentiality. The mediation will be confidential in all
respects, and the provisions of California Evidence Code §§ 1152 and 1154 will apply to
all written and verbal evidence presented in the mediation and to settlement
communications made in the Premediation Statement, during the mediation itself, or
otherwise in furtherance of or related to the mediation or the settlement of the dispute.
The Premediation Statements shall be confidential, for settlement purposes only, and will
not
'be admissible in any other hearing before the CFDRC or for any purpose other than
for the mediation. Without limiting the foregoing, the provisions of California Evidence
Code §§ 1115 through 1128, inclusive, will apply in connection with any mediation
under this Agreement.
12.3 Referral to CFDRC. After compliance with the terms for mediation
provided in Sections 12.1 and 12.2, any unresolved dispute involving any of the matters
set forth in §§ 70303(c)(1) through (5) of the Act will be referred to the CFDRC for
hearing and recommendation by the Director of Finance, as contemplated in the Act and
in accordance with the CFDRC Regulations.
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13.1 NOTICES
Any notice or communication required to be sent to a Party pursuant to this
Agreement must refer to this Agreement and must state that the notice is being sent
pursuant to this Section 13. The notice must be:sent in writing by personal delivery
(including overnight courier service), certified U.S. mail, postage pre-paid and with
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return receipt requested, to the Parties at their addresses indicated below. Routine
exchange of information may be conducted via telephone, facsimile, and/or electronic
means, including e-mail.
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If to the AOC:
Administrative Office of the Courts
Attention: Director, Office of Court Construction and Management
I 455 Golden Gate Avenue
San Francisco, CA 94102
Voice: 415-865-7971
With a copy to:
Administrative Office of the Courts
Office of the General Counsel
Attention: Managing Attorney, Real Estate Unit
455 Golden Gate Avenue
San Francisco, CA 94102
it Voice: 415-865-8084
In addition, all audit requests and notices;by the County relating to termination of
this Agreement or alleged breach or default by the AOC of this Agreement or a
Closing Document must also be sent to:
Administrative Office of the Courts
Attention: Business Services Manager
ii455 Golden Gate Avenue
San Francisco, CA 94102-3688
Voice: 415-865-7978
If to the County:
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County Administrator
County of Contra Costa
j Attention: Capital Facilities Manager
651 Pine Street, 11`h Floor
j' Martinez, CA 94553
Voice: (925) 335-1021
and
General Services Director
County of Contra Costa
Attention: Deputy Director
1220 Morello Avenue, Suite 100
Martinez,
CA 94553
Voice: (925) 313-7163
With a copy to:
Office of the County Counsel
County of Contra Costa
651 Pine Street, 9`'' Floor
Martinez, CA 94553
i Voice: (925) 335-1800
A Party may change its address for notice under this Agreement by giving written
notice to the other Party in the manner provided in this Section 13. Any notice or
communication sent under this Section 13 will be deemed to have been duly given as
follows: (1) if by personal delivery, on the date;actually received by the addressee or its
representative at the address provided above, or l:(2) if sent by certified U.S. mail, return
receipt requested, on the first business day that is at least 3 calendar days after the date
deplosited in the U.S. Mail.
14. SURVIVAL OF TERMS AND PROVISIONS
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The following sections of this Agreement will survive the Closing, and will
remain in full force and effect: 3, 4.2, 5.4, 5.5, and 6 through 15, inclusive. All other
rights and duties hereunder will cease on the Closing Date. In the event of the
termination of this Agreement, all documents, other tangible objects, and information
coritaining or representing confidential or proprietary information which have been
disclosed by one Party to the other, and all copies which are in the possession or under
the!;control of the other Party will be and remain,the property of the Party that disclosed
the documents, objects, and information, and all,those documents and other tangible
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objects will be promptly returned to the Party that disclosed them at that Party's written
request.
15.1 MISCELLANEOUS
15.1 Amendments. This Agreement may be amended only by written agreement
signed by both of the Parties.
15.2 Waivers. No waiver of any provision of this Agreement will be valid unless
it is din writing and signed by both the AOC and the County. Waiver by either Party at any
time'of any breach of this Agreement cannot be deemed a waiver of or consent to a breach
of the same or any other provision of this Agreement. If a Party's action requires the
consent or approval of the other Party, that consent or approval on any one occasion
cannot be deemed a consent to or approval of that action on any later occasion or a
consent or approval of any other action.
15.3 Force Maieure. Neither Party is responsible for performance under this
Agreement to the extent performance is prevented, hindered, or delayed by fire, flood,
earthquake, elements of nature, acts of God, acts.of war (declared and undeclared), riots,
rebellions, revolutions, or terrorism, whether foreseeable or unforeseeable.
15.4 Assignment. Neither Party may assign this Agreement in whole or in part,
whether by operation of law or otherwise, to any,other entity, agency, or person without
the prior written consent of the other Party. Even if that consent is given, any assignment
made in contravention of any Law will be void and of no effect.
15.5 Binding Effect, This Agreement binds the parties and their permitted
successors and assigns.
li 15.6 Third Parties Benefited. The State;Parties are intended beneficiaries of all
provisions of this Agreement and the Closing Documents for the benefit of the AOC.
15.7 Governing Law. This Agreement, and the Parties' performance under this
Agreement, will be exclusively governed by the laws of the State without regard to its
conflict of law provisions. The Parties, to the fullest extent permitted by Law, knowingly,
intentionally, and voluntarily, with and upon the'advice of competent counsel, submit to
personal jurisdiction in the State of California over any suit, action, or proceeding arising
from or related to the terms of this Agreement.
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15.8 Construction. The headings used in this Agreement are inserted for
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convenience only and will not affect the meaning or interpretation of this Agreement. The
words 'hereof," "herein," and "hereunder," and other words of similar import, refer to this
Agreement as a whole and not to any subdivision contained in this Agreement. This
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Agreement and the Closing Documents will not be construed against any Party as the
principal draftsperson. The words "include" and"including" when used are not exclusive
and mean "include, but are not limited to" and "including but not limited to," respectively.
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15.9 Integration. This Agreement and the Closing Documents executed and
delivered by the AOC or the County, contain the entire agreement of the Parties with
respect to the Transfer, and supersede all previous communications, representations,
understandings, and agreements, whether verbal, written, express, or implied, between the
Parties.
15.10 Capitalized Terms. The capitalized terms used in this Agreement have the
meanings ascribed to them in this Agreement.
1 15.11 Incorporation By Reference. The Exhibits contained in or attached to this
Agreement are all incorporated into and made a part of this Agreement for all purposes,
and all references to this Agreement in any of the recitals or Exhibits will mean and
include the entirety of this Agreement.
15.12 Severability. If any term of this Agreement is inconsistent with applicable
Law, then upon the request of either Party, the Parties will promptly meet and confer to
determine how to amend the inconsistent term in a manner consistent with Law, but all
parts of this Agreement not affected by the inconsistency will remain in full force and
effect.
15.13 Further Assurances. The Parties agree to cooperate reasonably and in good
faith with one another to (1) implement the terms and provisions set forth in this
Agreement and the Act, and (2) consummate the transactions contemplated herein, and
will execute any further agreements and perform any additional acts that may be
reasonably necessary to carry out the purposes and intent of this Agreement, the Closing
Documents, and the Act.
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The Parties agree to the terms of this Agreement.
j JUDICIAL COUNCIL OF CALIFORNIA,
ADMINISTRATIVE OFFICE OF THE
COURTS
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By: ?
Name: Grant Walker
Title: Business Services Manager
Date: 0 b
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STATE OP CALIFORNIA ) COUNTY OF CONTRA COSTA, a political
COON"{Y OF CONTRA COSTA ) Subdivision o the State of California
On 11 200G, before me,
��_ Vgvu^ ���r►-., Deputy Clerk of the
Board of Supervise s, Contra Costa County, State of By;
California, and for said county and state, personally appeared 1
-ro6V., Gr►cr Z, , personally known to Name: 1
me (or proved to me on the basis of satisfactory evidence) to Title: chairperson, Board of Supervisors
be the person(s) whose names) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ics), and that by
his/her/their signature(s)on the instrument the person(s),or the
entity upon behalf of which the person(s) acted, executed the
instrument.
WITNESS d and offici•Oscal.
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(Seal)
eput, erk
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EXHIBITS
Exhibit "A" —Legal Description of the Land
Exhibit `B" —Excluded Tangible Personal Property Inventory
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Exhibit "C" — Form of Grant Deed
Exhibit "D" —List of Building Equipment
Exlibit "E" — Copy of Site Plan and Floor Plan
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Exhibit "F" — List of Disputes as of the Effective Date
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Exhibit "G" — Categories of Property Disclosure Documents
Exhibit "I-I" — Copy of Second Updated Preliminary Title Report
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EXHIBITS
Exhibit "A"— Legal Description of the Land
Exhibit "B"—Excluded Tangible Personal Property!Inventory
Exhibit "C"—Form of Grant Deed
Exhibit "D"— List of Building Equipment
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Exhibit "E"—Copy of Site Plan and Floor Plan
Exhibit "F"— List of Disputes as of the Effective Date
Exhibit "G"—Description of Property Disclosure Documents
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Exhibit "H"—Copy of Second Updated Preliminary Title Report
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EXHIBIT'"A"
LEGAL DESCRIPTION OF THE LAND
PARCEL ONE:
PARCEL "A", AS SHOWN ON PARCEL MAP M;S.C. 10-80, FILED APRIL 7, 1980 IN
BOOK 85 OF PARCEL MAPS, PAGE 34, CONTRA COSTA COUNTY RECORDS.
EXCEPTING THEREFROM: THE INTERESTOFFERED FOR DEDICATION TO THE CITY
OF'CONCORD "FOR STREET AND HIGHWAY PURPOSES" BY INSTRUMENT
RECORDED APRIL 15, 1980 IN BOOK 9816 OF OFFICIAL RECORDS, PAGE 172, AND
ACCEPTED BY THE CITY OF CONCORD BY CERTIFICATE OF ACCEPTANCE
RECORDED JULY 27, 1981 IN BOOK 10423 OF OFFICIAL RECORDS, PAGE 20.
Assessor's Parcel No.: 113-041-036
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PARCEL TWO:
PORTION OF LOT 23, BLOCK A, MAP OF PARKSIDE ADDITION AND RACETRACK
SUBDIVISION, FILED MAY 6, 1912, MAP BOOK 7, PAGE 155, CONTRA COSTA
COUNTY RECORDS, DESCRIBED AS FOLLOWS:
BEGINNING ON THE SOUTH LINE OF WILLOW PASS ROAD, AS DESIGNATED ON
SAID MAP AT THE EAST LINE OF SAID LOT 23, THENCE FROM SAID POINT OF
BEGINNING, SOUTHERLY, ALONG SAID EAST LINE, 159.18 FEET; THENCE
WESTERLY, AT RIGHT ANGLES, 60 FEET; THtNCE NORTHERLY, PARALLEL WITH
THE EAST LINE OF SAID LOT 23, 140 FEET, MORE OR LESS, TO THE SOUTH LINE OF
SAID WILLOW PASS ROAD; THENCE NORTHEASTERLY ALONG SAID WILLOW
PASS ROAD, 64.33 FEET TO THE POINT OF BEGINNING.
Assessor's Parcel No.: 113-041-004
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EXHIBIT;"B"
EXCLUDED TANGIBLE PERSONAL PROPERTY INVENTORY
(1) Any and all tangible personal property that is owned by the Superior Court of
California for the County of Contra Costa (the "Court').
(2) Any tangible personal property that is owned by third parties other than the
County Parties or the State Parties.
(3) Any tangible personal property that is owned, leased, or licensed by the County of
Contra Costa on the Effective Date of this Agreement, including, but not limited to:
(a) All of the computer hardware and related accessories and equipment that are
located in the telephone closet in the Building and used for the operation of the Building
Software.
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EXHIBIT "C"
FORM OF GRANT DEED
WHEN RECORDED MAIL TO
Judicial Council of California
Administrative Office of the Courts
455 Golden Gate Avenue
San Francisco, CA 94102
Attn: Assistant Director, Office of Court
Construction and Management
OFFICIAL STATE BUSINESS-EXEMPT FROM RECORDING FEES
PURSUANT TO GOV'T.CODE SECTION 27383 AND
DOCUMENTARY TRANSFER TAX PURSUANT TO REVENUE AND' SPACE ABOVE THIS LINE FOR
TAXATION CODE SECTION 11922 RECORDER'S USE
Agency:Judicial Council of California
GRANT DEED Project: Concord-Mt. Diablo District Courthouse,
#07-D-01
APN(S): 113-041-036, 113-041-004, County of Contra Costa
COUNTY OF CONTRA COSTA
hereby GRANTS to THE STATE OF CALIFORNIA, on behalf of THE JUDICIAL COUNCIL
OF CALIFORNIA, ADMINISTRATIVE OFFICE OF THE COURTS, the following described
real property situated in the State of California, County of Contra Costa, described as follows:
See Exhibit "A" consisting of one (1) page attached hereto and by this reference made a part
hereof.
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Dated: , 2006
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GRANTOR:
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COUNTY OF CONTRA COSTA, a political
subdivision of the State of California
By:
Name:
Title! Chair, Board of Supervisors
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EXHIBIT "A" TO FORM OF GRANT DEED
LEGAL DESCRIPTION OF THE LAND
PARCEL ONE:
PARCEL "A", AS SHOWN ON PARCEL MAP MS.C. 10-80, FILED APRIL 7, 1980 IN
BOOK 85 OF PARCEL MAPS, PAGE 34, CONTRA COSTA COUNTY RECORDS.
EXCEPTING THEREFROM: THE INTEREST OFFERED FOR DEDICATION TO THE CITY
OF CONCORD "FOR STREET AND HIGHWAY PURPOSES" BY INSTRUMENT
RECORDED APRIL 15, 1980 IN BOOK 9816 OF OFFICIAL RECORDS, PAGE 172, AND
ACCEPTED BY THE CITY OF CONCORD BY CERTIFICATE OF ACCEPTANCE
RECORDED JULY 27, 1981 IN BOOK 10423 OF OFFICIAL RECORDS, PAGE 20.
Assessor's Parcel No.: 113-041-036
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PARCEL TWO:
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PORTION OF LOT 23, BLOCK A, MAP OF PARKSIDE ADDITION AND RACETRACK
SUBDIVISION, FILED MAY 6, 1912, MAP BOOK 7, PAGE 155, CONTRA COSTA .
COUNTY RECORDS, DESCRIBED AS FOLLOWS:
BEGINNING ON THE SOUTH LINE OF WILLOW PASS ROAD, AS DESIGNATED ON
SAID MAP AT THE EAST LINE OF SAID LOT 23, THENCE FROM SAID POINT OF
BEGINNING, SOUTHERLY, ALONG SAID EAST LINE, 159.18 FEET; THENCE
WESTERLY, AT RIGHT ANGLES, 60 FEET; THENCE NORTHERLY, PARALLEL WITH
THE EAST LINE OF SAID LOT 23, 140 FEET, MORE OR LESS, TO THE SOUTH LINE OF
SAID WILLOW PASS ROAD; THENCE NORTHEASTERLY ALONG SAID WILLOW
PASS ROAD, 64.33 FEET TO THE POINT OF BEGINNING.
Assessor's Parcel No.: 113-041-004
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STATE OF CALIFORNIA )
SS.
COUNTY OF CONTRA COSTA )
On , 2006, before me, ,
Deputy Clerk of the Board of Supervisors, Contra Costa County, State of California, and for said
county and state, personally appeared , personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in His/her/their authorized capacity(ies), and that by!his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the;person(s) acted, executed the instrument.
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WITNESS my hand and official seal.
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(seal)
;Deputy Clerk
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i EXHIBIT;"D"
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i LIST OF BUILDING EQUIPMENT
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;1. Eight gas pack air conditioning package units located on the roof of the Building,
manufactured by Rheem, each of which has;a 36,000 BTU cooling capacity.
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EXHIBIT]"E"
COPY OF SITE PLAN AND FLOOR PLAN
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[see attached]
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EXHIBIT1.".F"
LIST OF DISPUTES AS OFT Ht EFFECTIVE DATE
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NONE
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EXHIBIT 46G99
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DESCRIPTION OF PROPERTY DISCLOSURE DOCUMENTS
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• Structural and Physical Condition. Copies of all Material Agreements depicting,
evidencing, discussing, or otherwise related to the structural and/or physical
condition of the Real Property, including:but not limited to the plans and
specifications for the original planning, design, and construction of all or any part
of the Real Property, and for any later additions to or structural modifications of
the Real Property, structural or engineering assessments, reports, or notices
! related to any part of the Real Property, inspection reports, valuation reports,
documents evidencing repairs or maintenance made to or required for any part of
the Real Property, whether planned, started, completed, or deferred, and all other
documents and information discussing, disclosing, or revealing any structural or
physical condition of the Real Property;
• Environmental. Copies of all environmental assessments and reports containing
information concerning the environmental condition of the Real Property,
including but not limited to any Phase I or Phase 11 environmental site
assessments, asbestos reports, radon, mold, methane gas, or other indoor air
quality studies, environmental impact reports, endangered species investigations,
biological assessments, negative declarations, mitigated negative declarations,
remedial action plans, notices received from or correspondence with any federal,
state, or local governmental bodies concerning any actual, potential, or threatened
violations of any Environmental Laws in, on, under, emanating from, adjacent to,
or actually or potentially affecting the Real Property, no further action letters,
environmental covenants and restrictions, closure reports, contracts between the
County and any consultant for any ongoing work to investigate, assess, remediate,
or monitor any actual or potential environmental hazard on or emanating from the
Real Property, permits, documents, and inspection reports related to underground
storage tanks, written disclosures given by the County to, or received by the
County from, any third party describing or discussing any environmental
condition in, on, under, emanating from,dor adjacent to the Real Property, and any
other reports, studies, assessments, investigations, permits, licenses,
i correspondence, or documents evidencing, depicting, or describing the
environmental condition of the Real Property;
• Compliance with Laws. Copies of all instruments, permits, certificates, and
jlicenses evidencing the extent to which the Real Property is in compliance with
Law, including but not limited to certificates of occupancy for the Building,
inspection certificates for any base Building systems for which the County is
responsible, if any, including elevators, fire/life safety equipment, boilers, and
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emergency generators, and other base Building systems for which periodic
inspection, permitting, or certification is required, a current license and certificate
of registration for any motorized vehicles included in the "Tangible Personal
Property, any assessments, reports or analyses reflecting the status of compliance
of the Real Property with the ADA, permits and approvals (to the extent required)
for any ongoing capital improvements, and repair or maintenance projects
II (whether or not Pending Projects) beingperformed by or for the County, current
and sufficient licenses for all software and other proprietary materials included
within the Tangible Personal Property orjIntangible Personal Property, notices
from and correspondence with any third party concerning any actual or claimed
violations of any Law related to the Real:Property, and other documents,
instruments, agreements, permits, licenses, and certificates in any way related to
the status of the County's compliance with Law in respect of the Real Property;
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• Occupancy Agreements. Copies of all existing, written Occupancy Agreements
for the Real Property, a written description of the terms of any unwritten
j agreement or understanding with any Occupant for occupancy or use of the Real
Property, and copies of all notices to or from, and material correspondence with,
any Occupant (other than the Court) or any other third party who has or claims
any right to occupy or use, the Real Property;
• Intangible Personal Property.. Copies of all documents creating, evidencing, or
describing any Intangible Personal Property, a written description of the terms of
any unwritten agreement or understanding with any third party under which the
County has or claims a right in any Intangible Personal Property, including
unwritten agreements or understandings concerning the provision of services,
materials, supplies, warranties, guaranties, indemnification rights, or other rights
of the County in respect of the Real Property; and copies of any notices to or
from, and any correspondence with, any person or entity that is obligated to
provide to the County, or from whom the County believes it is entitled to receive,
an Intangible Personal Property right related to the Real Property;
• Damage, Destruction and Loss. Copies of all documents, correspondence,
pictures, claims tendered under insurance policies, damage assessments, police
i reports, fire department reports, estimates, bids, or proposals for repair or
replacement, agreements, and other materials describing, evidencing, depicting, or
related to any casualty, event, or occurrence that resulted in damage to, or
destruction, theft, or loss of, the Property';where such damage, destruction or loss:
o will not have been fully repaired or replaced by, and at the sole expense
of, the County and/or the County's insurer, as of the Closing Date; or
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G-2
Exhibits: Owned Facilities
Court Facility #07-D-01
October 13, 2006
i'
o is not fully insured, and the County's good faith estimate of the funds
required to repair or replace the damage to, or destruction, theft, or loss of,
the affected Property (net of the deductible amount on any applicable
County insurance policy) is greater than Five Hundred Dollars ($500.00);
• Condemnation. Copies of notices received by the County, and any
correspondence between the County and any third party concerning, any actual or
proposed condemnation or eminent domain proceedings, or any pending or
proposed widening, modification, or realignment of any street or highway
contiguous to the Real Property, that would or might, in either case, result in a
taking of the Real Property, and copies of any claims, demands for mediation,
arbitration, or other dispute resolution procedure, and causes of action or
complaints received by the County in connection with any actual or proposed
condemnation or eminent domain proceeding affecting the Real Property;
• Legal Proceedings. A reasonably-detailed written description of each Dispute,
together with a description of the current status of each such Dispute, contact
information for the attorney primarily representing the County in each Dispute
(whether or not a County employee) and,!to the extent specifically requested by
the AOC, such other pleadings, correspondence, demands, briefs, settlement
proposals, and other documents related to any Dispute;
• Miscellaneous Disclosures. Copies of any other documents, agreements,
instruments, notices, correspondence, or other written materials that describe,
depict, or relate to any other right, benefit, entitlement, liability, risk, condition, or
circumstance affecting the Property, and reasonably-detailed written descriptions
of any and all undocumented liabilities, risks, conditions, or circumstances
affecting the Property, not otherwise specifically contemplated in this Exhibit
"G"; and
• Summary of Excluded Documents. A written list setting forth the title and
general subject matter of the Excluded Documents that the County did not provide
or otherwise make available to the AOC because they are subject to the attorney-
client or attorney work product privileges or because the County is bound by a
written confidentiality obligation that precludes the AOC's review and inspection.
I; G-3
Exhibits: Owned Facilities �
Court Facility#07-D-01
October 13, 2006
14221.10I
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EXHIBIT "H"
COPY OF SECOND UPDATED PRELIMINARY TITLE REPORT
[see attached]
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H-1
Exhibits: Owned Facilities
,Court Facility#07-D-01 i
October 13, 2006
,142.1.10
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