HomeMy WebLinkAboutRESOLUTIONS - 01012002 - 2002-575 THE BOARD OF SUPERVISORS
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CONTRA COSTA COUNTY, CALIFORNIA
Adopted this Resolution on September 24, 2002, by the following vote:
AYES: SUPERVISORS UILKEMA, GERBER, DESAULNIER, GLOVER, ANIS GIOIA
NOES: NONE
ABSENT. NONE
RESOLUTION NO. 2002/ 5 7 5
ABSTAIN: NONE (Streets & Highways Code § 060)
SUBJECT: ADOPT Resolution No. 2002/ 575 approving the sale of surplus real property.
SR4 West Gap Project. [SCH 95043029]
Project No. 4660-6X4158
Hercules Area
On or about March 23, 2001, County acquired, through the settlement of an eminent
domain action commenced by County in connection with the State Route 4 Freeway Gap
Closure project, approximately 97 acres of real property located in an unincorporated area of
Contra Costa County, California. A portion of such property described in Exhibit "A" attached
hereto is determined to be surplus and no longer necessary for highway purposes.
This Board hereby APPROVES and AUTHORIZES the sale of said property to East Bay
Regional Park District, pursuant to Streets& Highways Code Section 960 and the Board Chair
is hereby AUTHORIZED to execute a Grant Deed on behalf of the County in consideration for
the payment received in full in the amount of$639,000, the estimated fair market value of the
property.
APPROVE and AUTHORIZE the Public Works Director to execute the Purchase and
Sale Agreement.
The Real Property Division is DIRECTED to cause said Grant Deed to be delivered to
the grantee.
KAL:eh
G:\RealProp\2602-Files\BOs&RES\BR.22 SR4 West Gap.doc I hereby certify that this is a true and correct
copy of an action taken and entered on the
:rig.Dept.: Public Works(R/P) minutes of the Board of Supervisors on the
Contact: Karen Lem(313-2228)
ca: Public Works Accounting date shown.
Public Works Records
Grantee(via R/P) ATTESTED: September 24, 2002
Recorder(via RtP) JOHN SWEETEN,Clerk of the Board of
Board Orders Senior Clerk,Adm. Supervisors and County Administrator
By , Deputy
RESOLUTION NO. 2002/5 7 5
Recorded at the request of:
Bast Bey Regional Park District
Return to:
EBRPD
2950 Peralta Oaks Ct.
P.O. Box 5384
Oakland, CA 94605
Attn. Nancy Wenninger
Title Co. Order No. 645-5864
GRANT DEED
For valuable consideration, receipt of which is hereby acknowledged, CONTRA COSTA
COUNTY, a political subdivision of the State of California, Grants to EAST BAY REGIONAL
PARK DISTRICT, a California Special District, the following described real property in
unincorporated area of the County of Contra Costa, State of California,
FOR DESCRIPTION SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART
HEREOF,
CONTRA COSTA COUNTY
Dated Sent . 24 2002 By
h i , Board of Supervisors
STATE OF CALIFORNIA )
COUNTY OF CONTRA COSTA )
on 6 t< e M�e r 24, 2002 before me, John
Sweeten,-Clerk of the Board of Supervisors and County
Administrator, Contra Costa County, personally appeared
Sup. J o h n G i o i a who is personally known to me (or
proved to me on the bests of satisfactory evidence) to be the
person(s) whose name(s) Is/are subscribed to the within Instru-
ment and acknowledged to me that hetshatthey executed the same
in his/her/their authorized capacky(les), and that by his/herfthelr
signature(s) on the Instrument the persons), or the entity upon
behalf of which the person(s)acted,executed the Instrument.
By:
Deputy Cl
KAL:eh
G tCrpDatatRealPropi2002-FllesX02-91bE.03 EBRPD.doc
9!16102
State Route 4 Gap
E.B.R.P.D Parcel
Contra Costa County
EXHIBIT "A"
Real property situated in the Rancho EI Pinole, being all of Parcel 56455 as
described in the Grant Deed to Contra Costa County recorded March 23, 2001 at
DOC-2001-0069178-00 and all of Parcel 56453 as described in the Grant Deed
to Contra Costa County recorded March 23, 2001 at DOC-2001-0069179-00
Records of Contra Costa County, State of California.
EXCEPTINGTHEREFROM:
All of the above described real property lying southeasterly, southerly and
southwesterly of the following described line:
Beginning at a point on the easterly line of said Parcel 56455 (Contra Costa
County DOC-2001-0069178-00) said point being the most southwesterly corner
of the Parcel of land described in the Final Order of Condemnation to the State
of California recorded December 22, 1965 in book 5019 at page 584 records of
said County; thence leaving said easterly line, southwesterly along the following
courses:
South 64043'08" West, 173.024 meters;
South 34°40'55"West, 112.088 meters;
South 68005'32" West, 324.718 meters;
North 51038'15" West,115.602 meters;
South 84027'43" West, 40.703 meters;
South 71023'35" West, 144.527 meters;
South 23018'02"West, 108.472 meters,
To the northeasterly line of the Burlington Northern Santa Fe Railway (formerly
the A.T.&S.F. Ry. Co., Stockton Subdivision) as described in the deed to the
A.T.&S.F. Ry. Co. recorded November 1, 1944 in Book 792 at Page 205, records
of said County; thence westerly along said northeasterly line of the B.N.S.F.
railroad to an intersection with the most westerly line of the above described
Parcel 56455 (Contra Costa County DOC-2001-0069178-00) being the westerly
terminus of the herein described line.
Containing an area of 393,179 square meters, more or less.
The bearings and distances used in the above description are on the California
Coordinate System of 1983 (CCS83) Zone 111 (1991.35 HPGN). Multiply
distances shown by 1.0100668 to obtain ground distances.
This real property description has been based upon record information, prepared
by me, or under y direction in conformance with the Professional Land
Surveyors A
Laa SURF,
By. NO.
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PURCHASE AND SALE AGREEMENT
This Agreement is entered into by and between EAST BAY REGIONAL PARK DISTRICT, a
California Special',District ("Parks"), and CONTRA COSTA COUNTY, a political subdivision of
the State of California ("County").
RECITALS
On or about March 23, 2001, County acquired, through the settlement of an eminent domain
action commenced by County in connection with the State Route 4 Freeway Gap Closure
project, (a two-phased construction project hereinafter referred to as the "Gap Closure Project"),
approximately 97 acres of real property located in an unincorporated area of Contra Costa
County, California (hereinafter referred to as the "Gap Closure Parcel").
The first phase of the Gap Closure Project is nearly complete. County estimates that
construction of the second phase of the Gap Closure Project will occur within five to ten years,
depending upon funding availability.
The Gap Closure Parcel includes approximately 393,179 square meters of land that is surplus
property not required for the ultimate alignment of State Route 4. This surplus property
(hereinafter the "Property") is more particularly described in Exhibit "A" attached hereto and
incorporated herein.
Parks is fully informed regarding the Gap Closure Project and has adequately assessed the
proximity impacts, if any, to the Property resulting from the Gap Closure Project
County desires to sell the Property to Parks, and Parks desires to purchase the Property from
County, with the knowledge that County intends to proceed with the Gap Closure Project, and
subject to the restriction that the remainder of the Gap Closure Parcel, after conveyance of the
Property, is subject to use for roadway purposes.
AGREEMENT
NOW, THEREFORE, in consideration of the agreements herein contained and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:
1. Effective Date. It is understood that this Agreement is subject to approval by the
governing bodies of Parks and County. This Agreement is effective on the date
approved by both parties.
2. Purchase and Sale. Subject to the terms and conditions in this Agreement, County
agrees to sell and Parks agrees to purchase the Property.
3. Purchase Price. The purchase price for the Property shall be Six Hundred Thirty-nine
Thousand Dollars ($639,000) ("Purchase Price").
1
All ad valorem real property taxes and any penalties and costs thereon, and all
installments of any bond or assessment that constitutes a lien on the Property shall be
cleared and paid by County as of the date title shall vest in Parks by the recordation of
the deed herein.
4. Conditions to Parks' Performance. Parks' obligation to perform under this Agreement
is subject to the following conditions:
4.1 County's representations and warranties in this Agreement being correct as of
the date of this Agreement and as of Close of Escrow.
4.2 County's performance of all obligations under this Agreement.
4.3 The vesting of title to the Property in Parks by grant deed in fee simple absolute,
free and clear of all liens, encumbrances, assessments, leases (recorded and/or
unrecorded), and taxes except the following "Approved Exception(s)" outlined in
the Preliminary Report dated November 6, 2001 issued by Placer Title Company
and subject to the restrictions set forth in Sections 6.3 B and 6.3 C below.
Exception(s):
(3) An easement for a broad gauge railroad bed in favor of the San Francisco
and San Joaquin Valley Railway Company, recorded December 11, 1897
(4) An easement for a broad gauge railroad bed in favor of the San Francisco
and San Joaquin Valley Railway Company, recorded October 13, 1898
(5) An easement for pipelines and telegraph or telephone lines in favor of
Pacific Coast Oil Company, recorded February 24, 1902
(6) An easement for poles and lines in favor of Bay Counties Power
Company, recorded December 19, 1902
(7) Waiver of claims for damages by reason of adjacent freeway recorded
July 24, 1942
(8) Relinquishment of abutter's rights of access in favor of the State of
California recorded December 16, 1948
(9) An easement for pole line and incidental rights in favor of Pacific Cas and
Electric Company, recorded July 17, 1956
(10) A 40' wide easement for pole line and incidental rights in favor of Pacific
Cas and Electric Company, recorded July 17, 1956
(11) Covenants and restrictions imposed by a Land Conservation Contract
recorded February 22, 1973
2
(12) Waiver of claims for damages by reason of adjacent freeway, recorded
March 23, 2001
(13) Waiver of claims for damages by reason of adjacent freeway, recorded
March 23, 2001
4.4 The Placer Title Company's being prepared to issue a title insurance policy in the
full amount of the purchase price, subject only to the Approved Exception(s)
("Title Policy").
If Parks determines that any of these conditions have not been met, Parks shall have the
right to terminate this Agreement by delivering written notice to County and, if applicable,
the Escrow agent.
5. Escrow. By this Agreement, Parks and County establish an escrow "Escrow" with
Placer Title Company, Walnut Creek, California, their Escrow No. 6155861 ("Title
Company'). County hereby authorizes Parks to prepare and file escrow instructions with
said Title Company, subject to County's review, in accordance with this Agreement. This
includes authorization of the Title Company to withhold pro rata taxes, liens and
assessments on the Property conveyed.
5.1 Fees and Title Insurance. Parks shall pay all escrow and recording fees incurred
in this transaction and, if title insurance is desired by Parks, the premium charged
therefor.
5.2 County's Deposit into Escrow. Can or before September 30, 2002, County shall
deliver into Escrow with the Title Company the following documents:
A. A grant deed, in recordable form and properly executed on behalf of
County, in a form approved by Parks ("Grant meed"), conveying to Parks
the Property in fee simple absolute, subject only to the Approved
Exception(s). The grant deed will include the restrictions set forth in
Section 6.3 below.
B. Copies of any effective leases, rental agreements or any other
agreements, if any, which Parks has agreed in writing are to remain in
effect after Parks takes title.
5.3 Deposit of Purchase Price into Escrow by Parks. On or before December 31,
2001, Parks shall deposit into escrow a first installment of $339,000. Said
amount shall be disbursed to County immediately upon Parks' receipt of a signed
Purchase and Sale Agreement approved by County and Parks. Prior to Close of
Escrow on September 30, 2002, Parks shall deposit the remaining $300,000, plus
interest on that amount calculated at the rate of 5% per annum beginning January
1, 2002.
3
5.4 Close of Escrow. Escrow shall close on or before September 30, 2002, upon the
conveyance of the Property to Parks ("Close of Escrow). Can the closing date, the
Title Company shall close Escrow as follows:
A. Record the Grant Deed; marked for return to Parks care of Nancy
Wenninger, Land Acquisition Manager for Parks (which shall be deemed
delivery to Parks);
B. issue the Title Policy;
C. Prorate taxes, assessments, rents and other charges as provided by this
Agreement;
D. Disburse to County the second installment of the Purchase Price, less
prorated amounts and charges to be paid by or on behalf of County;
E. Prepare and deliver to Parks and to County one signed copy of the Title
Company's closing statement showing all receipts and disbursements of
the Escrow.
If the Title Company is unable to simultaneously perform all of the instructions set forth
above, the Title Company shall notify County and Parks and retain all funds and
documents pending receipt of further instructions from Parks.
6. County's Representations and Warranties. County makes the following
representations and warranties with the understanding that these representations and
warranties are material and are being relied upon by Parks. County represents and
warrants to Parks that as of the date of this Agreement and as of the Close of Escrow:
6.1 Marketable Title. Except as set forth in Section 6.3 below, County is the owner of
the Property and has marketable and insurable fee simple title to the Property
clear of restrictions, leases, liens and other encumbrances, subject only to the
Approved Exceptions. Except as set forth in Section 6.3 below, no leases,
licenses, or other agreements allowing any third party rights to use the Property
are or will be in force unless prior consent has been given by Parks in writing.
Commencing with the full execution of this Agreement by both parties and until
the Close of Escrow, County shall not permit any liens, encumbrances or
easements to be placed on the property other than the Approved Exception, nor
shall County enter into any agreement that would affect the Property that would
be binding on Parks after the Close of Escrow without the prior written consent of
Parks.
6.2 Condition of Property. County has disclosed to Parks all information, records and
studies maintained by County in connection with the Property concerning
hazardous substances and that County is not concealing any knowledge of the
presence of contamination or hazardous substances on, from or under the
Property. Any information. that County has delivered to Parks is accurate and
County has disclosed all material facts with respect to the Property.
4
County grants Parks the right to enter the Property at all reasonable times until
Close of Escrow in order to inspect the Property and perform due diligence.
Parks shall give reasonable notice to County before entering the Property. Parks
will indemnify and hold County, its officers, agents and employees, harmless
against any damages or costs arising from Parks' or Parks' designated persons'
entry onto the Property, including but not limited to attorneys fees and costs.
Prior to Close of Escrow, County shall remove all debris from the Property,
including but not limited to abandoned vehicles, car batteries, paint cans, gas
cans, pesticide containers, 55-gallon drums, tires, old household goods, furniture,
and toys.
6.3 Other Matters Affecting Property.
A. To the best of County's knowledge, there are not presently any actions,
suits, or proceedings pending or, to the best of County's knowledge,
threatened against or affecting the Property or the interest of County in the
Property or its use that would affect County's ability to consummate the
transaction contemplated by this Agreement. Further there are not any
outstanding and unpaid arbitration awards or judgments affecting title to
any portion of the Property. To the best of County's knowledge there are
not presently any pending or threatened condemnation, eminent domain
or similar proceedings affecting the Property.
B. The Property was acquired by the County from Loma Hallissy, et al.
("Owners") through the settlement of an eminent domain action. As a
condition of settlement, the following agreements were made.
i. Owners retained APN 358-040-011, located to the south of the
Property. In the event development of that parcel for a non-
agricultural use is approved in the future, Owners or successor
obtained the right to apply to the Property's owner or successor for
an easement, at no cost, to be used exclusively for a leach field to
handle sanitary waste, of a reasonable size and design to
accommodate development on APN 358-040-011. Property's
owner shall not unreasonably refuse to grant the easement. Said
rights expire March 1, 2012, or upon noticaflon of the Owners
that their application for the proposed leach field is not approved
by Contra Costa County, or if a reasonable alternative method of
handling the waste is available to or developed by the Owners.
H. Owners or successor shall also have the right to apply to the
Property's owner or successor for an appurtenant easement or
some lesser right for the purpose of mitigating the destruction of
wetlands caused by the development of APN 358-040-011.
Property's owner shall not unreasonably withhold its consent to
Owners' reasonable request. Said rights expire March 1, 2012, or
........................
upon notification of the Owners that their application for said
mitigation is not approved by the U. S. Army Corps of Engineers or
any ether entity with regulatory authority.
Parks hereby acknowledges these restrictions on the ownership and use
of the Property, which will be included in the Grant Deed.
C. The Grant Deed will also include a restriction that the real property
excepted from the conveyance (i.e., the remainder of the Gap Closure
Parcel), as described in Exhibit "A" thereto, is subject to use for roadway
purposes.
6.4 C uunty's_Authority' This Agreement and all other documents delivered prior to or
at the Close of Escrow have been authorized, executed and delivered by County;
are binding obligations of County; and are collectively sufficient to transfer all of
County's rights to the Property.
7. Parks' Representations, Warranties and Acknowledgments. Parks warrants that,
upon approval of this Agreement by Parks' Governing Board, this Agreement shall
constitute a binding obligation of Parks. Parks acknowledges that it has been informed
that County intends to proceed with the Gap Closure Project, and acknowledges that the
remainder of the Gap Closure Project is subject to use for roadway purposes. Parks
represents that it has adequately assessed the proximity impacts, If any, to the Property
resulting from the Cap Closure Project, including, without limitation, the possibility of
increased noise levels, impairment of aesthetic features, restrictions on access, vibration
impacts and diminished value of wildlife habitat, and desires to proceed with the
purchase of the Property.
8. Survival. All of the terms, provisions, representations, warranties and covenants of the
parties under this Agreement shall survive the assignment, expiration or termination of
this Agreement and shall not merge in the deed or other documents following the
delivery and recordation of said deed or other documents.
g. Possession of the Property. Possession of the Property shall be delivered to Parks at
the Close of Escrow.
10. Assignment and Successors. This Agreement shall inure to the benefit of and shat! be
binding upon the parties to this Agreement and their respective heirs, successors, and
assigns.
6
communications] under
Notices. All notices (including requests, demands, approvals or other
this Agreement shall be in writing. The place for delivery of all notices given under this
Agreement shall be as follows:
County: Contra Costa County Public Works Department
Real Property Division
255 Glacier Drive
Martinez, CA 94553
Telephone: (925) 313-2200
Attn: Karen Laws
Parks: East Bay Regional Park District
and Acquisition Department
2950 Peralta Oaks Court
Oakland, CA 94605-0381
Telephone: (510) 544-2600
Attn: Nancy Wenninger
or to such ether addresses as County and Parks may respectively designate by written
notice to the other.
11. Entire Agreement. The parties have herein set forth the whole of their agreement. Any
representation or promise of the parties shall not be enforceable unless it is contained in
this Agreement or in a subsequent written modification of this Agreement approved by
the governing bodies of both parties.
12. Construction. The section headings and captions of this Agreement are, and the
arrangement of this instrument is, for the sole convenience of the parties to this
Agreement. The section headings, captions and arrangement of this instrument do not
in any way affect, limit, amplify or modify the terms and provisions of this Agreement.
This Agreement shall not be construed as if it had been prepared by one of the parties,
but rather as if both parties had prepared it. The parties to this Agreement and their
counsel have read and reviewed this Agreement and agree that any rule of construction
to the effect that ambiguities are to be resolved against the drafting party shall not apply
to the interpretation of this Agreement. The Recitals are and shall be enforceable as a
part of this Agreement.
13. Further Assurances. Whenever requested to do so by the other party, each party shall
execute, acknowledge and deliver all further conveyances, assignments, confirmations,
satisfactions, releases, powers of attorney, instruments of further assurance, approvals,
consents and all further instruments and documents as may be necessary, expedient, or
proper in order to complete all conveyances, transfers, sales, and assignments under
this Agreement, and do all other acts and to execute, acknowiedge, and deliver all
documents as requested in order to carry out the intent and purpose of this Agreement.
14. Waiver. A waiver or breach of any covenant or provision in this Agreement shall not be
deemed a waiver of any other covenant or provision in this Agreement, and no waiver
shall be validunless in writing and executed by the waiving party.
7
15. Severability. If any term or provision of this Agreement shall, to any extent, be held
invalid or unenforceable, the remainder of this Agreement shall not be affected.
17. GoverningLaw and Venue. This Agreement shall be governed and construed in
accordance with California law. The venue of any litigation pertaining to this Agreement
shall be Contra Costa County.
PARKS COUNTY
EAST BAY REGIONAL PARK DISTRICT CONTRA COSTA COUNTY
a Callfomi rict a political subdivision of the State of Califomia
By: By:
Pat 0'13r Maurice Shiu
General Manager Public Works Director
Address: 2950 Peralta Oaks Court Address: 255 Glacier Drive
Oakland, California 94505 Martinez, CA 94553
Date: f �
Date:
<, Approved as to Form: Approved as to Form:
J
District Counsel County Counsel
S.*VANDWANCYtCarquinezlhatpurchagr4.doc
May 9,2002
State Route 4 Gap
E.B.R.P.D Parcel
Contra Costa County
EXHIBIT "All
Real property situated in the Rancho E1 Pinole, being all of Parcel 56455 as
described in the Grant Deed to Contra Costa County recorded March 23, 2001 at
DOC-2001-0{ 69178-00 and all of Parcel 56453 as described in the Grant Deed
to Contra Costa County recorded March 23, 2001 at DOC-2001-0069179-00
Records of Contra Costa County, State of California.
EXCEPTING THEREFROM:
All of the above described real property lying southeasterly, southerly and
southwesterly of the following described line:
Beginning at a point on the easterly line of said Parcel 56455 (Contra Costa
County DC1C-2001-0069178-00) said point being the most southwesterly corner
of the Parcel of land described in the Final Order of Condemnation to the State
of California recorded December 22, 1965 in book 5019 at page 584 records of
said County; thence leaving said easterly line, southwesterly along the following
courses:
South 64043'08"West, 173.024 meters;
South 34°40'55"West, 112.088 meters;
South 68°05'32"West, 324.718 meters;
North 51038'15"West,115.602 meters;
South 84°27'43" West, 40.703 meters;
South 711123'35" West, 144.527 meters;
South 23°18'02°West, 108.472 meters,
To the northeasterly line of the Burlington Northern Santa Fe Railway (formerly
the A.T.&S.F'. Ry. Co., Stockton Subdivision) as described in the deed to the
A.T.&S.F. Ry. ',Co. recorded November 1, 1944 in Book 792 at Page 205, records
of said County; thence westerly along said northeasterly line of the B.N.S.F.
railroad to an intersection with the most westerly line of the above described
Parcel 56455 (Contra Costa County DOC-2001-0069178-00) being the westerly
terminus of the herein described line.
Containing an area of 393,179 square meters, more or less.
The bearings and distances used in the above description are on the California
Coordinate System of 1983 (CCS83) Zone Ill (1991.35 HPGN). Multiply
distances shown by 1.000068 to obtain ground distances.
This real property description has been based upon record information, prepared
by me, or under y direction in conformance with the Professional Land
Surveyors A' ,
Sib
"wP iJ 1.
Atian
L. Stockinger, PLS or cr �ti`�
ProfessionalLand Surveyor No. 6995
C VI'HI— v1-kt vt.. ..7i.t-� r t f V V
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March 23, 2001
State of California
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a ''domplete boundary resolution
3440 VINCENT ROAD, PLEASANT WILL , CA 94523
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1 of 2 (925) 463-2000 FAXi (925) 463--0510
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PURCHASE AND SALE AGREEMENT
This Agreement is entered into by and between EAST BAY REGIONAL PARK DISTRICT, a
California Special District ("Parks"), and CONTRA COSTA COUNTY, a political subdivision of
the State of California ("County").
RECITALS
On or about March 23, 2001, County acquired, through the settlement of an eminent domain
action commenced by County in connection with the State Route 4 Freeway Gap Closure
project, (a two-phased construction project hereinafter referred to as the "Gap Closure Project"),
approximately 97 acres of real property located in an unincorporated area of Contra Costa
County, California (hereinafter referred to as the "Gap Closure Parcel").
The first phase of the Gap Closure Project is nearly complete. County estimates that
construction of the second phase of the Gap Closure Project will occur within five to ten years,
<; depending upon funding availability.
<' The Gap Closure Parcel includes approximately 393,179 square meters of land that is surplus
property not required for the ultimate alignment of State Route 4. This surplus property
(hereinafter the "Property") is more particularly described in Exhibit "A" attached hereto and
incorporated herein.
Parks is fully informed regarding the Gap Closure Project and has adequately assessed the
proximity impacts, if any, to the Property resulting from the Gap Closure Project.
County desires to sell the Property to Parks, and Parks desires to purchase the Property from
County, with the knowledge that County intends to proceed with the Gap Closure Project, and
subject to the restriction that the remainder of the Gap Closure Parcel, after conveyance of the
<' Property, is subject to use for roadway purposes.
AGREEMENT
NOW, THEREFORE, in consideration of the agreements herein contained and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:
1. Effective Date. It is understood that this Agreement is subject to approval by the
governing bodies of Parks and County. This Agreement is effective on the date
approved by both parties.
2. Purchase and Sale. Subject to the terms and conditions in this Agreement, County
agrees to sell and Parks agrees to purchase the Property.
3. Purchase Price. The purchase price for the Property shall be Six Hundred Thirty-nine
Thousand Dollars ($639,000) ("Purchase Price").
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All ad valorem real property taxes and any penalties and costs thereon, and all
installments of any bond or assessment that constitutes a lien on the Property shall be
cleared and paid by County as of the date title shall vest in Parks by the recordation of
the deed herein.
4. Conditions to Parks' Performance. Parks' obligation to perform under this Agreement
is subject to the following conditions:
4.1 County's representations and warranties in this Agreement being correct as of
the date of this Agreement and as of Close of Escrow.
4.2 County's performance of all obligations under this Agreement.
4.3 The vesting of title to the Property in Parks by grant deed in fee simple absolute,
free and clear of all liens, encumbrances, assessments, leases (recorded and/or
unrecorded), and taxes except the following "Approved Exception(s)" outlined in
the Preliminary Report dated November 6, 2001 issued by Placer Title Company
and subject to the restrictions set forth in Sections 6.3 B and 6.3 C below.
Exceptionfs):
(3) An easement for a broad gauge railroad bed in favor of the San Francisco
and San Joaquin Valley Railway Company, recorded December 11, 1897
(4) An easement for a broad gauge railroad bed in favor of the San Francisco
and San Joaquin Valley Railway Company, recorded October 13, 1898
(5) An easement for pipelines and telegraph or telephone lines in favor of
Pacific Coast Oil Company, recorded February 24, 1502
{6} An easement for poles and lines in favor of Bay Counties Power
Company, recorded December 15, 1902
(7) Waiver of claims for damages by reason of adjacent freeway recorded
July 24, 1942
(8) Relinquishment of abutter's rights of access in favor of the State of
California recorded December 16, 1948
(9) An easement for pole line and incidental rights in favor of Pacific Gas and
Electric Company, recorded July 17, 1956
(10) A 40' wide easement for pole line and incidental rights in favor of Pacific
Gas and Electric Company, recorded July 17, 1556
(11) Covenants and restrictions imposed by a Land Conservation Contract
recorded February 22, 1973
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(12) Waiver of claims for damages by reason of adjacent freeway, recorded
March 23, 2001
(13) Waiver of claims for damages by reason of adjacent freeway, recorded
March 23, 2001
4.4 The Placer Title Company's being prepared to issue a title insurance policy in the
full amount of the purchase price, subject only to the Approved Exception(s)
("Title Policy„).
If Parks determines that any of these conditions have not been met, Parks shall have the
right to terminate this Agreement by delivering written notice to County and, if applicable,
the Escrow agent.
5. Escrow. By this Agreement, Parks and County establish an escrow gEscrow" with
Placer Title Company, Walnut Creek, California, their Escrow No. 615861 {"Tide
5
Company").', County hereby authorizes Parks to prepare and file escrow instructions with
said Title Company, subject to County's review, in accordance with this Agreement. This
includes authorization of the Title Company to withhold pro rata taxes, liens and
assessments on the Property conveyed.
5.1 Pees and Title Insurance. Parks shall pay all escrow and recording fees incurred
in this transaction and, if title insurance is desired by Parks, the premium charged
therefor.
5.2 County's Deoosit into-Escrow. On or before September 30, 2002, County shall
deliver into Escrow with the Title Company the following documents:
A. A grant deed, in recordable form and properly executed on behafif of
County, in a form approved by Parks ("Grant Deed"), conveying to Parks
the Property in fee simple absolute, subject only to the Approved
Exception(s). The grant deed will include the restrictions set forth in
Section 6.3 below.
B. Copies of any effective leases, rental agreements or any other
agreements, if any, which Parks has agreed in writing are to remain in
effect after Parks takes title.
5.3 Deposit of Purchase Price into Escrow by Parks. On or before December 31,
2001, Parks shall deposit into escrow a first installment of $339,000. Said
amount shall be disbursed to County immediately upon Parks' receipt of a signed
Purchase and Sale Agreement approved by County and Parks. Prior to Close of
Escrow on September 30, 2002, Parks shall deposit the remaining $300,000, plus
interest on that amount calculated at the rate of 5% per annum beginning January
1, 2002.
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5.4 Close of Escrow. Escrow shall close on or before September 30, 2002, upon the
conveyance of the Property to Parks ("Close of Escrow). an the closing date, the
Title Company shall close Escrow as follows:
A. Record the Grant Deed, marked for return to Parks care of Nancy
Wenninger, Land Acquisition Manager for Parks (which shall be deemed
delivery to Parks);
B. Issue the Title Policy;
C. Prorate taxes, assessments, rents and other charges as provided by this
Agreement;
D. Disburse to County the second installment of the Purchase Price, less
prorated amounts and charges to be paid by or on behalf of County;
E. Prepare and deliver to Parks and to County one signed copy of the Title
Company's closing statement showing all receipts and disbursements of
the Escrow.
If the Title Company is unable to simultaneously perform all of the instructions set forth
above, the Title Company shall notify County and Parks and retain all funds and
documents pending receipt of further instructions from Parks.
6. County's Representations and Warranties. County makes the following
representations and warranties with the understanding that these representations and
warranties are material and are being relied upon by Parks. County represents and
warrants to Parks that as of the date of this Agreement and as of the Close of Escrow:
6.1 Marketable Title. Except as set forth in Section 6.3 below, County is the owner of
the Property and has marketable and insurable fee simple title to the Property
clear of restrictions, leases, liens and other encumbrances, subject only to the
Approved Exceptions. Except as set forth in Section 6.3 below, no leases,
licenses, or other agreements allowing any third party rights to use the Property
are or will be in force unless prior consent has been given by Parks in writing.
Commencing with the full execution of this Agreement by both parties and until
the Close of Escrow, County shall not permit any liens, encumbrances or
easements to be placed on the property other than the Approved Exception, nor
shall County enter into any agreement that would affect the Property that would
be binding on Parks after the Close of Escrow without the prior written consent of
Parks.
6.2 Condition of Property. County has disclosed to Parks all information, records and
studies maintained by County in connection with the Property concerning
hazardous substances and that County is not concealing any knowledge of the
presence of contamination or hazardous substances on, from or under the
Property. Any information that County has delivered to Parks is accurate and
County has disclosed all material facts with respect to the Property.
4
County grants Parks the right to enter the Property at all reasonable times until
Close of Escrow in order to inspect the Property and perform due diligence.
Parks shall give reasonable notice to County before entering the Property. Parks
will indemnify and hold County, its officers, agents and employees, harmless
against any damages or costs arising from Parks' or Parks' designated persons'
entry onto the Property, including but not limited to attorneys fees and costs.
Prior to Close of Escrow, County shall remove all debris from the Property,
including but not limited to abandoned vehicles, car batteries, paint cans, gas
cans, pesticide containers, 55-gallon drums, tires, old household goods, furniture,
and toys.
6.3 Other Matters Affecting Prooerty.
A. To the best of County's knowledge, there are not presently any actions,
suits, or proceedings pending or, to the best of County's knowledge,
threatened against or affecting the Property or the interest of County in the
Property or its use that would affect County's ability to consummate the
transaction contemplated by this Agreement. Further there are not any
outstanding and unpaid arbitration awards or judgments affecting title to
any portion of the Property. To the best of County's knowledge there are
not presently any pending or threatened condemnation, eminent domain
or similar proceedings affecting the Property.
B. The Property was acquired by the County from Loma Hallissy, et al.
("Owners") through the settlement of an eminent domain action. As a
condition of settlement, the following agreements were made.
i. Owners retained APN 358-040-011, located to the south of the
Property. In the event development of that parcel for a non-
agricultural use is approved in the future, Owners or successor
obtained the right to apply to the Property's owner or successor for
an easement, at no cost, to be used exclusively for a leach field to
handle sanitary waste, of a reasonable size and design to
accommodate development on APN 358-040-011. Property's
owner shall not unreasonably refuse to grant the easement. Said
rights expire March 1, 2012, or upon notification of the Owners
that their application for the proposed leach field is not approved
by Contra Costa County, or if a reasonable alternative method of
handling the waste is available to or developed by the Owners.
ii. Owners or successor shall also have the right to apply to the
Property's owner or successor for an appurtenant easement or
some lesser right for the purpose of mitigating the destruction of
wetlands caused by the development of APN 358-040-011.
Property's owner shall not unreasonably withhold its consent to
Owners' reasonable request. Said rights expire March 1, 2012, or
upon notification of the Owners that their application for said
mitigation is not approved by the U. S. Army Corps of Engineers or
any other entity with regulatory authority.
Parks hereby acknowledges these restrictions on the ownership and use
of the Property, which will be included in the Grant Deed.
C. The Grant Deed will also include a restriction that the real property
excepted from the conveyance (i.e., the remainder of the Gap Closure
Parcel), as described in Exhibit "A" thereto, is subject to use for roadway
purposes.
6.4 County's Authority. This Agreement and all other documents delivered prior to or
at the Close of Escrow have been authorized, executed and delivered by County,
are binding obligations of County; and are collectively sufficient to transfer all of
County's rights to the Property.
7.
Parks' Representations, Warranties and Acknowledgments. Parks warrants that,
upon approval of this Agreement by Parks' Governing Board, this Agreement shall
constitute abinding obligation of Parks. Parks acknowledges that it has been informed
that County intends to proceed with the Gap Closure Project, and acknowledges that the
remainder of the Gap Closure Project is subject to use for roadway purposes. Parks
represents that it has adequately assessed the proximity impacts, if any, to the Property
resulting from the Gap Closure Project, including, without limitation, the possibility of
increased noise levels, impairment of aesthetic features, restrictions on access, vibration
impacts and diminished value of wildlife habitat, and desires to proceed with the
purchase of the Property.
8. Survival. All of the terms, provisions, representations, warranties and covenants of the
parties under this Agreement shall survive the assignment, expiration or termination of
this Agreement and shall not merge in the deed or other documents following the
delivery and recordation of said deed or other documents.
9. Possession of the Property. Possession of the Property shall be delivered to Parks at
the Close of Escrow.
10. Assignment and Successors. This Agreement shall inure to the benefit of and shall be
binding upon the parties to this Agreement and their respective heirs, successors, and
assigns.
6
Notices. All notices (including requests, demands, approvals or other communications) under
this Agreement shall be in writing. The place for delivery of all notices given under this
Agreement shall be as follows:
County: Contra Costa County Public Works Department
Real Property Division
255 Glacier Drive
Martinez, CA 94553
Telephone: (925) 313-2200
Attn: Karen-Laws
Parks: East Bay Regional Park District
and Acquisition Department
2950 Peralta Oaks Court
Oakland, CA 94605-0381
Telephone: (510)544-2600
Attn: NancyWenninger
or to such other addresses as County and Parks may respectively designate by written
notice to the other.
11. Entire Agreement. The parties have herein set forth the whole of their agreement. Any
representation or promise of the parties shall not be enforceable unless it is contained in
this Agreement or in a subsequent written modification of this Agreement approved by
the governing bodies of both parties.
12. Construction. The section headings and captions of this Agreement are, and the
arrangement of this instrument is, for the sole convenience of the parties to this
Agreement. The section headings, captions and arrangement of this instrument do not
in any way ',affect, limit, amplify or modify the terms and provisions of this Agreement.
This Agreement shall not be construed as if it had been prepared by one of the parties,
but rather as if both parties had prepared it. The parties to this Agreement and their
counsel have read and reviewed this Agreement and agree that any rule of construction
to the effect that ambiguities are to be resolved against the drafting party shall not apply
to the interpretation of this Agreement. The Recitals are and shall be enforceable as a
part of this agreement.
13. Further Assurances. Whenever requested to do so by the other party, each party shall
execute, acknowledge and deliver all further conveyances, assignments, confirmations,
satisfactions, releases, powers of attorney, instruments of further assurance, approvals,
consents and all further instruments and documents as may be necessary, expedient, or
proper in order to complete all conveyances, transfers, sales, and assignments under
this Agreement, and do all other acts and to execute, acknowledge, and deliver all
documents as requested in order to carry out the intent and purpose of this Agreement.
14. Waiver. A waiver or breach of any covenant or provision in this Agreement shall not be
deemed a waiver of any other covenant or provision in this Agreement, and no waiver
shall be valid unless in writing and executed by the waiving party.
15. Severability. If any term or provision of this Agreement shall, to any extent, be held
invalid or unenforceable, the remainder of this Agreement shall not be affected.
17. GoverningLaw and Venue. This Agreement shall be governed and construed in
accordance with California law. The venue of any litigation pertaining to this Agreement
shall be Contra Costa County.
PARKS COUNTY
EAST BAY REGIONAL PARK DISTRICT CONTRA COSTA COUNTY
a California Speci District a political subdivision of the State of California
By: By:
Pat O'Brien Maurice Shiu
General Manager Public Works Director
Address: 2950 Peralta Oaks Court Address: 255 Glacier Drive
Oakland, California 94605 Martinez, CA 94553
Gate: ` Date:
<' Approved as to Form: Approved as to Form:
District Counsel County Counsel
S.'V ANDWANCYICarquinezAheipurchagr4,doc
May S, 2002
State Route 4 Gap
E.B.R.P.D Parcel
Contra Costa County
EXHIBIT "A"
Real propertysituated in the Rancho El Pinole, being all of Parcel 56455 as
described in the Grant Deed to Contra Costa County recorded March 23, 2001 at
DOC-2001-0069178-00 and all of Parcel 56453 as described in the Grant Deed
to Contra Costa County recorded March 23, 2001 at DOC-2001-0069179-00
Records of Contra Costa County, State of California.
EXCEPTING THEREFROM:
All of the above described real property lying southeasterly, southerly and
southwesterly of the following described line:
Beginning at a point on the easterly line of said Parcel 56455 (Contra Costa
County DOC-2001-0069178-00) said point being the most southwesterly corner
of the Parcel of land described in the Final Order of Condemnation to the State
of California recorded December 22, 1965 in book 5019 at page 584 records of
said County; thence leaving said easterly line, southwesterly along the following
courses:
South 64°43'08" West, 173.024 meters;
South 34°40'55" West, 112.088 meters;
South 68°05'32" West, 324.718 meters;
North 51"38'15" West,115.602 meters;
South 84°2743"West, 40.703 meters;
South 71°23'35" West, 144.527 meters;
South 23°18'02" West, 108.472 meters,
To the northeasterly line of the Burlington Northern Santa Fe Railway (formerly
the A.T.&S.F. Ry. Co., Stockton Subdivision) as described in the deed to the
A.T.&S.F. Ry. Co. recorded November 1, 1944 in Book 792 at Page 205, records
of said County; thence westerly along said northeasterly line of the B.N.S.F.
railroad to an intersection with the most westerly line of the above described
Parcel 56455 (Contra Costa County DOC-2001-0069178-00) being the westerly
terminus of the herein described line.
Containing an area of 393,179 square meters, more or less.
The bearings and distances used in the above description are on the California
Coordinate System of 1983 (CCS83) Zone 111 (1991.35 HPGN). Multiply
distances shown by 1.000068 to obtain ground distances.
This real property description has been based upon record information, prepared
by me, or under y direction in conformance with the Professional Land
Surveyors A
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By.
an L. Stockinger, PLS
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Professional Land Surveyor No. 6995
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