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HomeMy WebLinkAboutMINUTES - 02091993 - 1.52 Kaufrnan and Broad of Northern California, Inc. Kaufman.A Broad 6379.Clark Avenue - P.O. Box 2755 Dublin, California 94568 RECEIVED Tel: (510)829-4500 Fax: (510)829-0947 R E C E I VE D JAN 2 81993 CLERK BOARD OF SUPERVISORS January 27, 1993 1 CONTRA COSTA CO. Contra Costa County Board of Supervisors Clerk of the Board Contra Costa County Administration Building, North Wing 651 Pine Street Martinez, CA 94553 Re: Shriner Property, General Plan Amendment Request APN 099-130-005. Dear Contra Costa County Board of Supervisors: We are writing to request that the Board initiate a General Plan Amendment for the subject property located in the West Pittsburg area off Evora Road. We are seeking a General Plan land use designation which would allow development of up to fifty single-family residential lots with local street access off of the Driftwood extension arterial. We have a purchase option and authorization from the Shriners, a copy of which is attached. Please consider our request and advise us of your requirements to move forward with the process. Sincerely, KAUFMAN A BROAD OF NORTHERN CALIFORNIA, INC. Vince Fletcher Asst. Vice President Forward Planning Log#: F1461 Path: C:\D\WP\V1NCE\J165 cc: Reading File Harvey Bragdon,Planning Director r OPTION AGREEMENT BETWEEN KAUFMAN AND BROAD OF NORTHERN CALIFORNIA, INC. , a California Corporation ("Buyer") AND MASONIC HOMES OF CALIFORNIA, a Corporation; CITY OF HOPE, a Corporation; SHRINERS HOSPITALSFOR CRIPPLED CHILDREN, a UUMfb= Corporation; and SHRINERS HOSPITAL FOR CRIPPLED CHILDREN, San Francisco Unit, a Colorado Corporation a/k/a Shriners Hospitalsfor Crippled Children (collectively "Seller") Dated: December 20 1991 OPTION AGREEMENT THIS OPTION AGREEMENT (the "Agreement") is made as of December 20 , 1991 (the "Effective Date") , between MASONIC HOMES OF CALIFORNIA, a corporation; CITY OF HOPE, a corporation; SHRINERS HOSPITAL FOR CRIPPLED CHILDREN, a MMIMMIA corporation; and SHRINERS HOSPITAL FOR CRIPPLED CHILDREN, San Francisco Unit, a Colorado corporation a/k/a Shriners Hospitalsfor Crippled Children (collectively "Seller") , and KAUFMAN AND BROAD OF NORTHERN CALIFORNIA, a California corporation ("Buyer") . 1. Grant of Option. Seller grants to Buyer an option (the "Option") , during the Option Term as it may be extended and subject to all of the provisions of this Agreement, to purchase all of the following property: (a) Land. The real property consisting of approx- . imately 50 acres located in the unincorporated area of the County of Contra Costa (the "County") as more particularly described in the attached Exhibit "A"; (d) The "Property". The Land, Improvements and Other Assets described in Sections 1(a) - (c) are collectively referred to as the "Property. " 2. Initial Option Term. The initial option term (the "Initial Option Term") shall commence on the Effective Date and continue to and including the thirtieth (30th) day following the Effective Date. The consideration for the Initial Option Term shall be $1, 000 payable to Seller upon execution of this Agree- ment. During the Initial Option Term, Buyer shall perform its Feasibility Studies. The Feasibility Studies are such physical and non-physical investigation of the Property as Buyer determines to be necessary or advisable in its sole discretion, as more par- ticularly describedin Section 11, below. 3 . Subsecruent Option Terms. The subsequent option term (the "Subsequent Optipn Term" shall commence at the end of the Initial Option Term and continue to and including the second (2nd) anniversary of the Effective Date. Buyer shall pay to the Title Company for immediate disbursement to the Seller (subject to Paragraph 4 , below) the sum of $74 , 000 upon commencement of the Subsequent Option Term (subject to prior satisfaction of Seller's obligation under Section 4, below) as consideration for the Option through the two (2) year anniversary of the Effective Date. In addition, within thirty (30) days after the County of Contra Costa finally approves and adopts an amendment to the County's general plan consistent with the Buyer's development plan for the Prop- erty, Buyer shall pay to the Title Company for immediate disburse- ment to Seller the additional sum of Twenty-Five Thousand and 00/100ths Dollars ($25, 000.60) as additional option consideration. The payments under Sections 2 and 3 all shall be credited toward the Purchase Price. 4 . Easement and Right-of-Way. As consideration for the $75, 000 total option consideration required under Sections 2 and 3 , above, in addition to the Seller's grant of the option herein, Seller unconditionally agrees to grant and transfer to Buyer non- exclusive easements and right-of-way for public street or highway purposes (the "Road Easement") , for sanitary sewer purposes (the "Sewer Easement") , and for storm drain purposes (the "Storm Ease- ment") (herein collectively the "Easements") upon the terms herein set forth. (a) Location of Easements. The Road Easement shall be a strip of land varying between 62 and 72 feet in width, located within the Property in the approximate location shown as "Driftwood Drive" on the drawing attached hereto as Exhibit "B". The Sewer Easement shall be a ten-foot wide strip of land within the Road Easement. The Storm Easement shall be a ten-foot wide strip of land within the Property in the approximate location 11/8/91 -2- 40PT10N.AGR KABR30342.2 shown as "Storm Drain Line Easement" in Exhibit "B". The actual location of the Easements shall be subject to establishment by physical construction when Buyer's plans for improvement of the Road Easement, Sewer Easement and Storm Easement are finalized and approved by the County of Contra Costa, as more particularly pro- vided in the Grant of Easement attached hereto as Exhibit "C". In addition, temporary easements for grading and construction of the road to be located within the Road Easement Area (the "Temporary Easements") shall be granted to Buyer in the areas described as (a) the one hundred (100) foot strip of land contiguous to and northerly and westerly of the northerly and westerly sideline of the Road Easement Area, and (b) the three hundred (300) foot strip of land contiguous to and southerly and easterly of the southerly and easterly sideline of the Road Easement Area. The Temporary Easements shall adjust and relocate automatically with any adjust- ment for relocation of the Road Easement Area. (b) Nature of Easements. The Easements shall be perpetual, allowing construction, reconstruction and repair from time-to-time of a public "'street and all related improvement, including, without limitation, paving, landscaping, drainage, all utility lines, on, above and below ground level, and shall be appurtenant to Buyer's adjacent Tract 7597. The Grant of Easement shall also contain an irrevocable provision that Buyer is granted the further right to dedicate the Road Easement to the County as a public highway. Moreover, Seller hereby agrees if requested at any time by Buyer and/or County, to dedicate the fee title to the Road Easement Area to the County as a public highway without change as further consideration to the Seller. The Temporary Easements shall be temporary and shall continue for so long as the same are needed by Buyer and/or the County for construction of the road and related improvements in the Road Easement Area, not to exceed three (3) years after the Effective Date hereof. (c) Form of Easement. The form and substance of the instrument whereby the Easements are granted and transferred to Buyer by Seller shall be as set forth in Exhibit "C" hereof (the "Grant of Easement") . If final locations of the Road Ease- ment Area, the Sewer Easement, and/or Storm Easement acceptable to Buyer and the County of Contra Costa are available at the time of execution of the Grant of Easement, they shall be specified by exhibit attached to and recorded with the Grant of Easement. (d) Closing; Recording. Within ten (10) days after Buyer's delivery of the $74,000 option payment, and as a condition precedent to release of the $74, 000 option payment to Seller under Section 3, above, the following shall have occurred: (i) Seller shall have executed in recordable forms and deposited with Title Company the Grant of Easement; 11/8/91 .3- 40PTION.AGR KABR30342.2 (ii) Title Company shall have caused recorda- tion of the Grant of Easement and furnished or committed to fur- nish to Buyer a CLTA owner's policy of title insurance in the policy amount specified by Buyer, insuring that Buyer holds and is vested with the grantee's interest in the Easements and that the Easements are of record and binding on the Property subject only to the Acceptable Conditions of Title (hereinafter defined) . (e) Improvement: Buyer agrees that it will complete the construction and installation of Driftwood Drive within the Road Easement in accordance with Buyer's subdivision improvement agreement for the Grantee Property (as defined in the Grant of Easement) with the County of Contra Costa within the shorter of (i) the period of time specified in said subdivision improvement agreement, or (ii) three (3) years after the date of recording the Grant of Easement, subject to delays caused by force majeure. 5. Option Payments. If Buyer fails to make any payment required to preserve or extend the Option Term, then Sellemhall immediately notify Buyer of nonpayment. Buyer shall have the right to make the delinquent payment within five (5) business days without being in default. If Buyer fails to pay within the five (5) business day period following receipt of the notice, Seller may elect in writing to terminate the Option. 6. Exercise of Option. As to the Property, the Option shall be exercised by Buyer's delivery to Seller, on or before the expiration of the Option Term, of a written notice stating that Buyer exercises the Option. If Buyer fails to exercise the Option by the expiration of the Option Term and Buyer has not previously notified Seller in writing that it does not intend to exercise Option, Seller shall immediately notify Buyer in writing that it has failed to exercise the Option and Buyer shall have five (5) business days after receipt of such notice to so exercise the Option (and the Option Term shall be extended accordingly) . If Buyer fails to exercise the Option within the five (5) business days, (a) Seller shall be entitled to retain any option fees paid, (b) Buyer shall deliver to Seller, without representation or war- ranty as to the accuracy, completeness or assignability thereof, copies of any surveys, tests; studies, applications, plans, speci- fications and reports Buyer has caused to be prepared which relate to the Property, together with a fully executed and acknowledged quitclaim deed to the Property (other than the Easements) , (c) this Agreement shall immediately terminate and (d) the parties shall have no further obligation under this Agreement. 7. Purchase and Sale. Upon exercise of the Option by Buyer, Seller shall sell the Property to Buyer, and Buyer shall 11/8/91 -4- 40PTION.AGR KABR30342.2 purchase the Property from Seller, upon each and all of the following terms: (a) Purchase Price. The Purchase Price for the Property shall be the aggregate sum of Three Hundred Twenty-Five Thousand and No/100ths Dollars ($325,000.00) (the "Purchase Price") . (b) Manner of Payment. On the Closing Date, Buyer shall pay the Purchase Price to Seller by applying to the Purchase Price the option payments paid by Buyer pursuant to Sections 2 and 3 , and by paying the balance of the Purchase Price through the Escrow in time to be disbursed as immediately available funds at Close of Escrow. (c) Closing Date. The Closing Date ("Closing Date") shall occur thirty (30) days after exercise of the Option by Buyer, but in no event later than two (2) years after the Effective Date. (d) Seller's Deposited Documents. Seller shall deposit the following into Escrow at least three (3) business days before Closing Date for delivery to Buyer: (i) A duly executed and acknowledged grant deed in the form attached hereto as Exhibit "D", conveying the Property to Buyer (the "Deed") , provided that the Deed shall not reference the amount of transfer tax paid, as set forth in Section 21, below. (ii) A duly executed certificate, in the form attached as Exhibit "E", certifying that Seller is not a foreign person in accordance with the provisions in Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. (iii) Such additional documents including, but not limited to, written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of Property to Buyer in accordance with this Agreement. (e) Buyer's Deposited Documents and Funds. Buyer shall deposit the following into Escrow for delivery to Seller: (i) On or before the Closing Date, sums sufficient to close the purchase of the Property; At least three (3) business days before the Closing Date such additional documents including, but not limited to, written escrow instructions consistent with this 11/8/91 -5- 40PTION.AGR KABR30342.2 Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement. (f) Escrow. An escrow (the "Escrow") for the Closing shall be opened at the offices of First American Title Guaranty Company, 821 Main Street, Martinez, California 94553 (the "Title Company") . The Closing shall take place at the Title Company. (g) Prorations. All real property taxes and the interest on assessments, whether payable in installments or not, including without limitation, all supplemental taxes attributable to the period before the Closing Date for the fiscal year in which the closing occurs, shall be prorated as of the Closing Date. If the amount of taxes or charges applicable to any proration of the Property cannot be deermined as of the Closing Date because the assessed value of the'-Property or the tax rate affecting the Prop- erty has not been determined or publicly announced, or portions of the Property have not been segregated for tax purposes, or for any other reason, then a proration shall be made based upon the Title Company's best estimate of the taxes or charges applicable to the Property and an adjustment outside of Escrow shall be made between the parties upon written request of either party when the correct amount of taxes and charges become know. All utility charges, if any, accrued up to Closing Date shall be paid by Seller. (h) Closing Costs. Closing costs which arise in connection with the transfer of the Property to Buyer shall be borne as is customary in Contra Costa County for transactions of the type contemplated herein, except as specifically set forth herein. Seller shall pay all documentary transfer taxes, Buyer shall pay all title insurance premiums, and Seller and Buyer shall pay equal portions of any escrow fees. S. Condition of Title. (a) Title to the Property shall be conveyed by Seller on the Closing Date free and clear of all liens, leases, restrictions and encumbrances except for the Acceptable Conditions of Title. The Acceptable Conditions of Title are (i) the lien for real property taxes and assessments not delinquent, (ii) the Grant of Easement, and (iii) those exceptions approved by Buyer in accordance with Section 8 (b) . Seller's obligation to convey title shall be satisfied only by the willingness of the Title Company to issue a CLTA or, at Buyer's election, an ALTA owner's form policy of title insurance showing title to the Property vested in Buyer or a permitted assignee of Buyer, subject only to (1) the Accept- able Conditions of Title, (2) such matters as Buyer shall cause to placed of record, (3) such matters as Seller shall cause to be placed of record with the prior written approval of Buyer, which 11/8/91 -6- 40PTI0N.AGR KABR30342.2 approval shall be given or withheld at Buyer's -sole discretion and (4) the standard current exclusions contained in such title policy. The Title Company shall also be committed to issuing an ALTA lenders title insurance policy to buyer's lender in the full amount required to finance the development of the Property. The Owner's and Lender's policies shall contain such reasonable endorsements (in addition to the contiguity endorsement) as Buyer may request. Such policies shall provide full coverage against mechanics ' and materialmen's liens arising out of any construc- tion, repair or alteration. of the Property. (b) Buyer has obtained a preliminary title report for the Property prepared by the Title Company, order No. 715149, dated as of December 21, 1990. Within ten (10) days after the Effective Date, Buyer shall obtain legible copies of all of the documents referenced in the preliminary title report (such report and the documents referred to therein are collectively referred to herein as the "Title Report") . Buyer shall advise Seller in writing of those exceptions subject to which it will acquire the Property within fifteen (15) days after the Effective Date. (c) If within five (5) days after Buyer notifies Seller of its objections to title, Seller, in good faith, advises Buyer in writing that it will be unable, even with reasonable efforts, to remove an exception to title, then Buyer, at its election, may terminate this Agreement and recover the Option Fees theretofore paid or waive such exception. If, on the Closing Date, title remains subject to any exceptions to be removed by Seller pursuant to this Section 8 (c) which were not previously waived by Buyer, of if title is subject to an exception which Seller caused to occur after the Effective Date without first obtaining Buyer's written consent, then Buyer, at its election, may either (i) waive such exception, (ii) terminate this Agreement and, in addition to any damages which it may be entitled to receive in an action at law as a consequence of Seller's breach, recover the option consideration, or (iii) complete the transac- tion and thereafter recover from Seller in an action at law, any damages to which it may be entitled to receive as a consequence of Seller's breach. (d) As more particularly provided in Exhibit "D", Seller shall reserve mineral and hydrocarbon substances underlying the land below a depth of five hundred feet (5001 ) together with a one-acre drillsite, but shall cause the full mineral and hydrocar- bon estate above five hundred feet (5001 ) below the surface and all other surface and subsurface entry rights to be conveyed to Buyer at Close of Escrow. 11/8/91 -T- 4OPTION.AGR KABR30342.2 9. Seller's Representations and Warranties. Seller makes the following representations and warranties for the benefit of Buyer: (a) Seller has received no notices from any governmental or quasi-governmental agency that the Property violates any applicable laws, regulations, judgments, orders, covenants or restrictions. (b) There are no presently pending or, to the best of Seller' s knowledge, information and belief, contemplated pro- ceedings to condemn the Property or any part of it, to declare the Property or any part of it a nuisance or which would otherwise affect the value of the Property, including without limitation, the imposition of any special assessments other than as identified in the Title Report. (c) This Agreement and all other documents deliv- ered by Seller to Buyer Piave been or will be duly authorized, executed and delivered by Seller. (d) There are no existing actions, proceedings, judgments, orders or arbitration awards pending or, to the best of Seller's knowledge, information and belief, threatened against the Property or Seller, or relating to Seller's assets. (e) To the best of Seller's knowledge, information and belief, there are no claims of prescriptive rights or adverse possessory interests in the Property or any unrecorded leases, easements, covenants or licenses which encumber the Property. (f) Except as set forth in the Title Report, there are no contracts, agreements, licenses, commitments or undertakings with respect to the use, development, operation or maintenance of the Property by which Buyer would have any rights or be obligated or liable to any person after the Closing Date. 10. Effect of Representations and Warranties; Indemnity. (a) Each representation and warranty contained in Section 9, above, or elsewhere in this Agreement (i) shall survive the Closing Date and not merge with the delivery to Buyer of the Deed, (ii) shall survive any investigation made by or on behalf of Buyer, (iii) is material and is being relied upon by Buyer, (iv) is true in all respects as of the Effective Date, and (v) shall be true in all respects on the Closing Date. (b) Seller shall indemnify, defend (with counsel acceptable to Buyer) and hold Buyer harmless from and against any and all claims, losses, liabilities, damages or expenses (includ- 11/8/91 -8- 4OPTION.AGR KABR30342.2 ing reasonable attorneys' fees and cost of .defense) arising directly or indirectly, in whole or in part, out of the breach or untruth of any representation, warranty or covenant contained in this Agreement. 11. Rights of Entry and Inspection. (a) In General. At any time after the Effective Date, Buyer and its agents, employees, contractors and representa- tives shall have the right to enter upon all portions of the Prop- erty for purposes of inspecting the Property, conducting tests and studies, preparing maps and surveys and all other purposes reason- ably related to its acquisition and development of the Property. (b) The Studies. Without limiting the foregoing, Buyer shall have the right to perform a complete environmental audit of the Property". soils test on any portion of the Property and any other technical studies which may in Buyer's sole discre- tion be helpful in obtaining development approval for the Property (collectively the "Feasibility Studies") . The Feasibility Studies may include environmental assessments, environmental impact reports, traffic studies, noise studies, water quality and avail- ability studies, archeological and paleontological studies, seis- mic and slope stability studies and other studies which may be necessary or appropriate in Buyer's sole discretion for Buyer to completely evaluate the condition of the Property. (c) Seller's Cooperation. Seller agrees to fully cooperate with Buyer's investigations and Feasibility Studies. Seller agrees to respond to reasonable inquiries regarding the Property and to provide all information in its possession. (d) Buyer's Obligations. In entering upon the Property and obtaining the Feasibility Studies and any other studies and investigations, Buyer shall not unreasonably interfere with Seller's use or occupancy of the Property. Buyer shall indemnify Seller and hold Seller harmless for all claims, liabil- ity, and loss resulting form any injury or damage to persons or property arising as a result of entry onto the Property by Buyer and Buyer' s agents. 12. Seller's Cooperation. (a) In General. Seller hereby authorizes Buyer to prepare and submit such applications for approvals of the residential development of the Property with governmental agencies having jurisdiction over the Property as Buyer elects in its sole discretion to submit. Buyer agrees to provide Seller with copies of such applications; provided, however, that Seller shall have no right to approve or disapprove such applications. At any time 11/8/91 -9- 4OPT10N.AGR KABR30342.2 after the Effective Date, at Buyer's request, Seller shall execute any and all documents and join in any an all applications which may be deemed necessary or appropriate by Buyer to obtain the approval of any governmental authority with respect to the residential development of the Property, including without limitation, applications for general plan amendments, prezoning, zoning, zoning variances, formation of assessment districts, development agreements pursuant to Government Code Sections 65864, et seq. , use permits, environmental impact reports, parcel maps, subdivision maps, vesting tentative maps, specific development plans, city or district annexations, changes in spheres of influence, and detachments from or modifications of any special or local district of any type. Buyer shall bear the costs and expenses incurred in gaining such governmental approvals. (b) Attorney-In-Fact. Seller hereby appoints Buyer as its attorney-in-fact for purposes of executing the fore- going documents and applications. In the event Seller fails to execute such documents within ten (10) business days of Buyer's written request, Buyer is, hereby authorized to execute such docu- ments on behalf of Seller as Seller's attorney-in-fact. (c) Limitation on Seller. After the Effective Date, Seller shall not undertake to make any proposals, presenta- tions, or commitments or to negotiate on behalf of Buyer or with respect to the development of the Property with members of the County's Board of Supervisors, Planning Commission or Local Agency Formation Commission, or County Staff; or with any city, special district, community group, environment organization or homeowner's association unless Seller obtains Buyer's prior written approval of such action, which approval may be withheld at Buyer's sole discretion. (d) Conies of Seller's Documents. Within five (5) business days after the Effective Date, Seller shall provide to buyer copies of any surveys, tests, studies, and reports previ- ously prepared, obtained or furnished to Seller with respect to the Property. The Initial Option term and the Subsequent Option term shall each be extended by one day for each day of delay by Seller in providing these documents to Buyer. (e) Investigations. Seller shall cooperate in the completion of any studies or reports for or on behalf of Property by, without limiting the foregoing, using Seller's best efforts at Buyer' s request, to respond to questions and inquiries regarding the Property, and the prior and current use of the Property, and by using Seller's best efforts to obtain such responses from other parties who have been involved in the ownership and operation of the Property. 11/8/91 -10- 40PTION.AGR KABR30342.2 (f) Hearincrs and Meetings. When reasonably requested by Buyer, Seller or Seller's representative shall attend any public hearings or meetings before or with governmental agencies or their staff regarding any applications or permits necessary for development of the Property. (g) Operation of the Property. Seller shall oper- ate and maintain the Property in the manner in which it is cur- rently operated and maintained. Apart from routine day-to-day maintenance, Seller shall not take any action or enter into any contract affecting the Property or the development of the Property without the Buyer's consent, which consent Buyer may withhold in Buyer's sole discretion for any reason. Seller shall not enter into, renew, or extend any leases affecting the Property, encumber the Property, or allow the Property to become encumbered with any lien or other interest, except for existing liens as of the Effective Date and the lien for property taxes not yet due and payable. 13. Environmental Matters. (a) For the purposes of this Paragraph 13, the following terms are defined as follows: !)lug (i) "Hazardous Material" means any hazardous substance, pollutant or contaminant, listed or regulated under the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §§ 9601, et seq. (CERCLA) or the Re- source Conservation and Recovery Act, 42 U.S.C. §§ 6901, et seq. (RCRA) ; oil and petroleum products and natural gas, natural gas liquids, liquified natural gas, and synthetic gas usable for fuel; esticides regulated under the Federal Insecticide, Fungicide and B R Rodenticide Act, as amended, 7 U.S.C. §§ 136, et seq. (FIFRA) ; asbestos, PCBs, and other substances regulated under the Toxic Substances Control Act, as amended, 15 U.S.C. §§ 2601 , et seq. (TSCA) ; source material, special nuclear material, by-product materials, and any other radioactive materials or radioactive wastes however produced, regulated under the Atomic Energy Act, as amended, 42 U.S.C. §§ 2011, et seq. , or the Nuclear Waste Policy Act of 1982, as amended, 42 U.S.C. §§ 10101, et seq. , and Indus- trial process and pollution control wastes, whether or not hazardous, within the meaning of RCRA; and hazardous wastes and i LV hazardous substances as defined in California Health & Safety Code, §§ 25117 and 25316 and regulations adopted or promulgated z`E�sE pursuant thereto. (ii) "Release" shall mean any actual. or threatened spilling, leaking, pumping, pouring, emitting, empty- ing, discharging., injecting, escaping, leaching, dumping or dis- 11/8/91 -11- 40PTION.AGR KABR30342.2 posing of Hazardous Materials into the environment, as environment is defined in CERCLA, or on or adjacent to the Property. (iii) "Environmental Law" shall mean the Clean Air Act, 42 U.S.C. §§ 7401, et seq. ; the Clean Water Act, 33 U.S.C. §§ 1251, et seq. , and the Water Quality Act of 1987 ; the Federal Insecticide, Fungicide and Rodenticide Act (FIFRA) , 7 U.S. C. .§§ 136, et seq. ; the Marine Protection, Research, and Sanc- tuaries Act, 33 U.S.C. §§ 136, et seq. ; the National Environmental Policy Act, 42 U.S.0 §§ 4321, et seq. ; the Noise Control Act, 42 BE .S.C. §§ 4901, et seq. ; the Occupational Safety and Health Act, 29 U.S. C. §§ 651, et seq. ; the Resource Conservation and Recovery Act (RCRA) , 42 U.S.C. §§ 6901, et seq. , as amended by the Haz- ardous and Solid Waste Amendments of 1984 ; the Safe Drinking Water Act, 42 U.S.C. §§ 300f, et seq. ; the Comprehensive Environmental M Response, Compensation and Liability Act (CERCLA) , 42 U.S.C. §§ 9601, et seq. , as amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right- to-Know Act, the Radon Gas and Indoor Air Quality Research Act; the Toxic Substances ContKol Act (TSCA) , 15 U.S.C. §§ 2601, et seq. ; the Atomic Energy Act, 42 U.S.C. §§ 2011, et seq. , and the Nuclear Waste Policy Act of 1982, 42 U.S.C. §§ 2011, et seq. , ;,(z-: including regulations promulgated and orders issued thereunder, all as may be amended from time to time. Environmental laws shall also include all state, regional, county, municipal, and other local laws, regulations, and ordinances insofar as they are Q.EASE equivalent or similar to the federal laws recited above, purport o regulate Hazardous Material or impose requirements relating to nvironmental protection. - (b) Seller makes no representations or warranties, express or implied, with respect to the environmental condition of the Property and the surrounding property (including all facil- ities, improvements, and structures thereon, surface waters thereon or adjacent thereto, or soil and groundwater thereunder) , 04 Seller' s operations conducted on the Property, or Seller's compli- ance with any federal, state or local environmental or health and safety law or regulations, except as expressly set forth herein. Seller represents and warrants that Seller has received no notice of, and that Seller, without special inquiry, has no actual knowledge that either Seller or any third party during the time in which Seller has owned the Property has used, generated, stored, released or disposed of on, under, or about the Property or within T two thousand (2 , 000) feet of the boundary of the Property or transported to or from the Property any Hazardous Materials "as defined herein;* Seller further represents and warrants that Seller acquired the Property by donative testamentary transfers from its predecessors in title all occurring within the past ten 2117 Lk 0) years, and that Seller has no actual knowledge, without special inquiry, of any such use, generation, storage, release or WCH **except for the transmission of oil, petoleum, gas, water and other liquid substances through pipelines permitted by easements to the property. 11/8/91 -12- 40PT10N.AGR Q\,E ASE KABR30342.2 �p/T1�� disposal on, under, or about the Property or within two thousand (2 , 000) feet of the boundary of the Property prior to the time in which Seller has owned the Property;* If these representations are breached by Seller, Seller agrees to indemnify, defend, protect and hold Buyer, its agents, directors, officers, partners, employ- ees, assigns and successors in title harmless from and against any and all claims, liabilities, causes of action, damages, demands, obligations, costs and expenses, including, without limitation, attorneys ' fees, arising out of or in any way connected, directly or indirectly, with any such use, generation, storage, release or disposal of Hazardous Materials, provided that Seller is deter- mined to have breached such representations. (c) Buyer acknowledges that it is aware of the existence of pipeline easements on the Property as reflected in the Title Report and of the existence of a Chevron natural gas pipeline therein. Buyer acknowledges that it has substantial experience with real property and that Buyer is acquiring the Property in its as-is condition and in reliance on its own inspec- tion and examination. Seller shall cooperate with any environ- mental investigation and studies procured or conducted by Buyer, including (without limitation) by responding orally or in writing as reasonably required by the consultant conducting such investi- gation or study, concerning any matters within the actual knowl- edge of Seller concerning past uses and activities on the Prop- erty. (d) Solely with respect to any release of Haz- ardous Materials which occurred on, under or about the Property prior to the time that Seller took title to the Property, and of which Seller has no notice or actual knowledge as of the date of execution hereof, or which occurs after Seller conveys title to Buyer, Buyer hereby releases and discharges Seller, its directors, officers, employees, agents, attorneys, and assigns from and against any and all suits, claims, demands, causes of action, damages, consequential damages, costs and expenses of any kind, mal► whether known or unknown, which Buyer had, has, or at any time may kkm have based on: (a) any Environmental Law, (b) any release of any Hazardous Material or any chemical, product, by-product, waste, , hazardous waste, hazardous substance, or any material whatsoever, on, at, to or from the Property (including all facilities, improvements, structures, and equipment thereon, surface water thereon or adjacent thereto, and soil or groundwater thereunder) ; ^�- and (c) any environmental conditions whatsoever on, under or in the vicinity of the Property. In consideration of such release, Seller hereby assigns and transfers to Buyer any and all such suits, claims, demands, causes of action, damages and other rights which Seller has or may have against anyone whomsoever by reason VER any matter described in the preceding sentence (collectively "Third Party Claims") , such assignment and transfer to be *except for the transmission of oil, petroleum, gas, water and other liquid substances through pipelines permitted by easements to the property. 11/8/91 -13- 40PTION.AGR `EASE KABR30342.2 3' effective as to the Easement Areas when the Grant of Easement is recorded, and as to the balance of the Property when the Grant 5«rr• t wow sato Thm!P Uaims n rte N ant Deed is recorded, in each case/eecive w" ' out furter ac's or B document, and Seller further agrees to execute upon request any and all further instruments which may be requested by Buyer to -- enable Buver to pursue any such Third Party Claims. (9) Paragraph 13(e) is stated below. k J_�K 14 . Assicanability of Agreement. Buyer may assign its rights and delegate its duties hereunder with the consent of the Seller, which consent shall not be unreasonably withheld; pro- vided, however, that Buyer shall be entitled to assign its rights ' and delegate its duties hereunder without the consent of Seller to any entity in which Buyer (or any corporation or partnership which 'KAM is controlled by or under common control with Buyer) is a majority shareholder, general partner, or general partner of a partnership which is a general_partner. Qf`EASE 15 . Indemnity. Seller shall indemnify, defend a{vtlt`� counsel reasonably ac6eptable to Buyer) and hold Buyer harmless:^ . ..�..E , �... �H/111`� from and against any and all claims, damages, liabilities or expenses (including attorneys' fees and costs of defense arising from or in any way related to any occurrence on the Property before the Closing Date unless due to the negligent or wrongful act or omission of Buyer. Buyer shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold Seller harmless . from and against any and all claims, damages, liabilities or expenses ( including reasonable attorneys ' fees and costs of defense arising from or in any way related to any occurrence on the Property after the Closing Date unless due to the negligent or wrongful act or omission of Seller. (This Paragraph 15 shall not apply to any matter arising out of the environmental condition the Property, as to which Paragraph 13 , above, is the sole and entire agreement between Seller and Buyer concerning indemnification for environmental matters) . 16. . Notice. Every notice, demand, request, designation, consent, approval or other document or instrument delivered pursu- ant to this Agreement shall be in writing, and shall be either personally delivered, sent by Federal Express or other reputable SB overnight courier, sent by facsimile transmission with the orig- inal subsequently delivered by other means, or sent by registered r. , f (V1 or certified United States mail , postage prepaid, return receipt requested, to the address set forth below, or to such other address as a party may designate from time to time: F4 *To the extern that any such occurrence or event described in items p),61),anti(iii)below snail arise from or be caused by Buyers acwities or operations on or under the property, Buyer shall indemnify,hold harmkass,and defend Seller,its directors.officers,emoloyees. agents,attorneys.and assigns from and against any and all suits.claims.demands.causes of action.damages.consequential damages. J--L osses,coats.and expenses of any kind finauding,without limitation,fines and penattiesi,wnetner known or unknown,based on ti►any Environmental Law or regulation,including any cost recovery claim under the Comorenensrve Environmental Response.Compensation and )ability Act of 1980.42 U.S.C.ss. 96o1 at seq.,and comparable state law arising from or in connection with releases or threatenso releases of hazardous substances.on,at.to.or from the Property, (ii)any discharge,disposal,release.or escape at any time of any Hazardous Q�EASE Matenal or any Chemical.product,by-product.waste,hazardous wasa.hazardous substance.or any material wnatsoever on,at.to,or from .ne Property(including ail facilities.improvements.structures,and equipment thereon.surface water thereon or adjacent thereto,and soil or groundwater thereunder):and (iii)any conditions wrtanoever on,under.or in the vanity of the Property. 11/8/91 -1i• � 11 To Buyer: Kaufman and Broad of Northern California, Inc. 6379 Clark Avenue Dublin, California 94568 Attn: Vince Fletcher Facsimile: (510) 829-0457 With a copy to: Miller, Starr & Regalia 1331 N. California Blvd. , Suite 700 Walnut Creek, California 94596 Attn: Karl E. Geier, Esq. Facsimile: (510) 933-4126 To Seller: Shriners Hospitals for Crippled Children Attn: Laura Stinson 2900 Rocky Point Drive Tampa, Florida 33607 Facsimile: ( 813) 281-2519 • With a copy to: Schel, Pendergast & Collins 555 Capitol Mall, Suite 200 Sacramento, California 95814 Attn: Gene E. Pendergast, Jr. Facsimile: (916) 444-6017 Written notices served by registered or certified mail shall be deemed delivered forty-eight (48) hours after the date mailed. Other notices shall be effective upon delivery. If Buyer delivers a written notice via facsimile transmission, then such notice shall be effective notwithstanding Buyer's inability to transmit any required payment by such means, so long as the required payment is delivered on or before the second (2nd) business day following delivery of such notice by facsimile. 17 . Commissions; Indemnity. Buyer shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold .Seller harmless from and against all claims, liability, damages and expenses (including, without limitation, actual attorneys' fees and costs of defense) for fees or other compensation claimed due to any broker, salesman or finder based on any agreement or commitment made or alleged to have been made by Buyer. Seller shall indemnify, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against all claims, liability, damages and expenses (including, without limitation, actual attorneys' fees and costs of defense) for fees or other compensation claimed due to any broker, salesman or finder based on any agreement or commitment made or alleged to have been made by Seller. 11/8/91 -15- 4OPTION.AGR KABR30342.2 18. Possession. Possession of the Property shall be delivered to Buyer on the Closing Date. Possession of the Ease- ment Area and other areas covered by the Grant of Easement shall be delivered on the date of recordation thereof to the extent therein contemplated. . 19. Entire Agreement. This Agreement, including the exhibits attached hereto, is intended by the parties as a final expression of their agreement with respect to the subject matter contained in this Agreement and this Agreement shall supersede any prior agreements, whether oral or written. 20. Amendments and Waivers. No amendment to this Agreement shall be effective unless set forth in writing and signed by both parties. 21. Governina Law. This Agreement shall be governed by the laws of the State of California applicable to contracts made and to be performed in California. 22. Confidentiality. Seller shall at all times keep the terms of this transaction, including, but not limited to, the Purchase Price, and the manner of payment of the Purchase Price, confidential, except to the extent necessary to (a) comply with applicable law and regulations, (b) carry out the obligations set forth in this Agreement or (c) obtain legal and financial advice from Seller's attorneys, accountants and financial advisors. Without limiting the foregoing, and to the maximum extent allowed by law, the grant deed conveying title to the Buyer shall not contain any publicly available reference to the amount of transfer taxes paid or the Purchase Price for the Property. Any disclosure which is permitted by this Section 22 shall indicate that the information is confidential and should be so treated by the third party. 23 . Buyer's Remedies. If Seller defaults in the per- formance of any of its covenants or obligations under this Agree- ment, or breaches any of its representations or warranties made in this Agreement, Buyer shall be entitled to exercise any and all rights and remedies provided by law, including, but not limited to, the right to recover the Option Fees and any damages. In addition, Buyer also shall have the right to require specific performance. 24 . Attorneys' Fees. In the event of any legal proceed- ing for interpretations or enforcement of any of the terms or con- ditions of this Agreement, the prevailing party in such action, or the nondismissing party where the dismissal occurs other than by reason of a settlement, shall be entitled to recover its reason- able costs and expenses, including, without limitation, reasonable 11/8/91 -16- 40P710N.AGR KABR30342.2 attorneys ' fees and costs. The "prevailing party, " for purposes of this Agreement, shall be deemed to be that party which obtains substantially the result sought, whether by dismissal or judgment. 25. Successors and Assigns. Subject to the limitations imposed on the right to assignment imposed herein, this Agreement shall -inure to the benefit of and be binding upon the parties and their respective successors and assigns. 26. Further Assurances. Buyer and Seller each, at any time before or after closing and at their own expense, shall execute, acknowledge and deliver any further deeds, assignments, conveyances and other assurances, documents and instruments of transfer reasonably requested by the other party, and shall take any other action consistent with the terms of this Agreement for the purpose of carrying out the intent of this Agreement. 27 . Memorandum of Option. A memorandum of this Agree- ment in the form attached hereto as Exhibit "F" shall be recorded in the official records df the Contra Costa County contemporane- ously with or immediately following the execution of this Agreement. 28. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective permitted successors and assigns, nor is anything in this Agreement intended to relive or discharge any obligation of any third person to any party hereto or give any third person any right of subrogation or action against any party to this Agreement. 29. Counterparts: Exhibits. This Agreement may be executed in one or more counterparts, each of- which shall be deemed an original, but all of which together shall constitute one and the same instrument. The exhibits attached to this Agreement are incorporated herein and made a part hereof by this reference. 30. Headings. The headings used in this Agreement are for descriptive purposes only and shall not be used in the interpretation or construction of this Agreement. 31. Warranty of Authority. Each individual executing this Agreement as trustee on behalf of a trust warrants and repre- sents .that such trust is validly created and existing and that such individual is dully authorized to execute this Agreement pursuant to the terms of the applicable trust documents. 11/8/91 -17- 40PT10N.AGR KABR30342.2 J 32. Survival. The covenants, indemnities, representa- tions and warranties contained herein shall survive the Closing Date. 33. Construction. This Agreement has been reviewed and revised by legal counsel for each of Buyer and Seller, and any rule of construction to the effect that ambiguities shall be construed against the drafting party shall not apply to the construction or interpretation of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. SELLER: MASONIC HOMES OF CALIFORNIA, a corporation By: Its:- Rdy PL41enville, Pres i ent By: I John L Coot-36-1 CITY OF HOPE, a corporation K r M. Warre Byc Its: I i A r ario By. �1 Its: Assistant Tr .asnrPr SHRINERS HOSPITALSFOR CRIPPLED CHILDREN, a MMIlbl*UX corporation Colorado B �urtonnvellette, Jr. , Secretary By: e er C. Harrin ton, Treasur 11/8/91 -18- 4OPT10N.AGR KABR30342.2 SHRINERS HOSPITAL FOR CRIPPLED CHILDREN, San Francisco Unit, a Colorado corporation, a/k/a Shriners Hospitals for Crippled Children Burton E. Ravellette, Jr. , Secretary Y. 2z Webber C. Harrington, TreasufYr BUYER: KAUFMAN AND BROAD OF NORTHERN r CALIFORNIA, INC. ay. / far t Its:. 11/8/91 -19- 40PTION.AGR KABR30342.2 Moore &Moore Printing Non Domestic 980 Howe Road Cb,5 Ohl - Martinez, California Postal zone 94553-3444 ° RECEIVE® Thursday,January 28, 1993 FEB -- 21993 CLERK BOARD OF SUPERVISORS Board of Supervisors CONTRA COSTA CO. 651 Pine Street Martinez, CA 94553 Dear : Board of Supervisors, I am writing this letter to express my concern over the recently proposed'"Gun Regulations for Contra Costa County, 1-19-93"by Tom Powers and Jeff Smith. I am adamantly opposed to this legislation. You --_do-not-have-m= ernussfon,,nor theKat._*ther-i,.- -to act-on,-m,y�behalf o-legislat--4n-tris-areal— - -- --- - - I would_like to remind you of your oaths of office. As "public officials"you are servants of the People and have sworn to protect, preserve and defend the Constitution for the United States of America and its Bill of Rights. One of those rights secured to the People by this Constitution is the right to keep and bear arms (guns) for their own self-defense, especially against corrupt persons acting in the name of "Government". It would be a deliberate and premeditated act of Treason and betrayal of Trust to confiscate the guns of the people through gradual legislative acts. Take Noticel Any law, legislative or executive, in this area is unenforceable. Self defense is the first Law of Nature and cannot be repealed. There can be no Liberty where self-defense is regulated by statute. Your attention to several sources of information that might provide some insight into this whole issue: 1. Senate Report 93-549, 26 DEC 1991, by John Nelson. 2. Public Law 87-297, Order 7277 calls for the general and complete disarmament of America. Did the People have any say in this law? 3. Executive Orders 10995 - 11051. which in an "emergency", suspend the Constitution and institute Martial Law. All existing laws, functions, systems, and programs of civil government will be replaced with a military system. Did the People have any say in these orders? These acts along with the Genocide Treaty, the Human Rights Treaty and the Total Disarmament Treaty combine with the intent to strip the American People and me of all our"unalienable rights" that are secured to us by the Constitution of the United States of America. Everyday the newspapers1ell us that society is decaying and falling apart; that crime is on the rise; and that drugs are the cause of it all All of this is illusory and manufactured. I make this statement- your review. I took an oath many years ago to protect and defend this Constituta ion against all enemies, foreign nd domestic. 1 will act and forbear accordingly. Samuel Adams once said that "If you lone wealth more than,. Liberty, the tranquillity of servitude better than the animating contest of Freedom, departfrom us in peace. We ask not your counsel nor your amts. Crouch down and lick the hand that feeds you. May your chains rest lightly upon you and may posterity forget that you were our countrymen. Sincerely, jobert G. Moore Jr. S Juris ' - William R. Hawkins 2010-E Canyon Woods Dr. c San Ramon, California 94583 [\Si Monday, February 1, 1993 RECEIVED Contra Costa Board of Supervisors FEB - 3 1993 651 Pine Street, Room 106 Martinez, CA 94553 CLERK BOARD OF SUPERVISORS CONTRA COSTA CO. Dear Supervisors: I am writing this letter in connection with your recent decision to pursue some form of gun control for Contra Costa County. By any objective measure, historical attempts to fight crime via gun control have failed (if you have any evidence to the contrary, I would be very interested in seeing it). On the other hand, there are many reasons our Founding Fathers insisted on having the Second Amendment be -a part of our Constitution. Rather than list them in my own words I submit the following quotes which I have assembled during my study of the subject: The Constitution shall never be construed...to prevent the people of the United States who are peaceable citizens from keeping their own arms. — Samuel Adams The great object is that every man be armed... Everyone who is able may have a gun. — Patrick Henry To preserve liberty, it, is essential that the whole body of the people always possess arms and be.taught alike, especially when young, how to use them. —Richard Henry Lee No free man shall ever be debarred the use of arms —Thomas Jefferson The right of the citizen to keep and bear arms has justly been .considered as the palladium of the liberties of a republic; since it offers a strong moral check against the usurpation and arbitrary power of rulers. — Supreme Court Justice Joseph Story The best we can hope for concerning the people at large is that they be properly armed. — Alexander Hamilton Before a standing army can rule, the people must be disarmed; as they are in almost every kingdom in Europe. — Noah Webster, 1787 A well regulated militia being necessary to the security of a free state, the right of the people to keep and bear arms shall not be infringed. — Second Amendment, US Constitution Americans have the right and advantage of being armed—unlike the citizens of other countries whose governments are afraid to trust people with arms. — James Madison I ask what is the purpose of the militia? To offset the need of large standing armies, the bane of liberty. — Elbridge Gerry The constitutions of most of our states (and of the United States) assert that all power is inherent in the people; that they may exercise it by themselves; that it is their right and duty to be at all times armed; that they are entitled to freedom of person, freedom of religion, freedom of property and freedom of the press. — Thomas Jefferson Firearms stand next in importance to the Constitution itself. They are the American people's liberty teeth and keystone under independence. To insure peace, security, and happiness, the rifle and pistol are equally indespensable. The very atmosphere. of firearms everywhere restrains evil interference— they deserve a place of honor with all that's good. — George Washington The strongest reason for the people to retain the right to keep and bear arms is, as a last resort, to protect themselves against tyranny in government. — Thomas Jefferson Please read and consider the words of our Founding Fathers carefully before you embark on throwing our great Constution on the trash heap. Sincerely, William R. Hawkins Dt,�g73t U710N Board Members County Administrates He' Services Community DevelopmOl t Public Works �,,_ County Counsei