HomeMy WebLinkAboutMINUTES - 06281994 - H.6 Contra
TO: Contra Costa County Board of Supervisors/. +
Contra Costa County Redevelopment Agency ,.r, r Costa
FROM: Harvey E. Bragdon �T C U" a County
Director of Community Development
DATE: June 28, 1994
SUBJECT: Pleasant Hill BART Station Area Retail
SPECIFIC REQUEST(S) OR RECOMMENDATIONS (S) & BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
HOLD Joint public hearing of the Contra Costa County Board of
Supervisors and the Contra Costa County Redevelopment Agency to:
• consider adoption of a resolution approving a Third Amendment to
Disposition and Development Agreement between the Agency and
Park Regency Partners and PRP Retail Associates; and
• consider, adoption of a resolution approving a Disposition and
Development Agreement between the Agency and Main Street
Associates relative to a retail development on the east side of
Oak Road in the Pleasant Hill BART Station Area.
FISCAL IMPACT
None. See attached report.
BACKGROUNDfREASONS FOR RECOMMENDATIONS
See attached report.
CONTINUED ON ATTACHMENT: X YES SIGNATURE: J G�
RECOMMENDATION OF COUNTY ADMINISTRATOR RE( NDATIO OF BOARDCO ITTEE
APPROVE OTHER
SIGNATURE(S) :
ACTION OF BOARD/AGENCY ON June 26, 1994 APPROVED AS RECOMMENDED X * OTHER
This is the time noticed by the Clerk of the Board for hearing on the above matter.
All persons desiring to speak having been heard, the public hearing was closed and
IT IS BY THE BOARD ORDERED that the above recommendations are APPROVED and
Resolutions 94/650 and RA 94-3 are ADOPTED.
VOTE OF SUPERVISORS/AGENCY
I HEREBY CERTIFY THAT THIS IS A
X UNANIMOUS (ABSENT V ) TRUE AND CORRECT COPY OF AN
AYES: NOES: ACTION TAKEN AND ENTERED ON THE
ABSENT: ABSTAIN: MINUTES OF THE BOARD OF
SUPERVISORS/AGENCY ON THE
Source: Jim Kennedy DATE SHOWN.
646-4076
orig: Redevelopment Agency
cc: Community Development ATTESTED June 28, 1994
CAO PHIL BATCHELOR, CLERK OF
County Counsel THE BOARD OF SUPERVISORS
via Redevelopment AND COUNTY ADMINISTRATOR .
Goldfarb & LipmanD A CY SECRETARY
Park Regency Partners
Main Street Associates BY , DEPUTY
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CONTRA COSTA COUNTY REDEVELOPMENT AGENCY
SECTION 33433 SUMMARY OF THIRD AMENDMENT
TO DISPOSITION AND DEVELOPMENT AGREEMENT AND OF DISPOSITION
AND DEVELOPMENT AGREEMENT FOR PARK REGENCY RETAIL PHASE
I . INTRODUCTION
In 1989 the Agency entered into a Disposition and
Development Agreement ("DDA") providing for acquisition of land
for and development of the Park Regency project, a phased,
primarily residential project in the Pleasant Hill BART Station
redevelopment project area. That agreement is with Park Regency
Partners ("Partners") and PRP Retail Associates ("Associates") .
All the land for the project was previously acquired by Partners
and all the 892 contemplated residential units and a daycare
facility were completed. The only phase of the project that has
not yet been completed is a small retail phase along Oak Road.
The documents that are the subject of this summary are the
Third Amendment to the DDA and a separate disposition and
development agreement (the "Retail DDA") with Main Street
Associates. The purpose of both the Third Amendment and the
Retail DDA are to facilitate the development of the retail phase
of the project.
II . SPECIFIC TERMS OF TRANSACTION
A. The Agency will not be selling any property as a result
of the transactions contemplated by the Third Amendment or Retail
DDA. The land on which the retail project will be built is owned
by Associates and/or Partners and will be sold by them to Main
Street Associates.
B. By reason of entering into the Retail DDA and the Third
Amendment, the Agency will not incur any additional costs for the
transactions beyond those costs previously incurred pursuant to
the DDA.
C. The Third Amendment and Retail DDA generally provide
for transfer of the development rights and obligations for the
retail phase of the project from Partners and Associates to Main
Street Associates and for the Agency ' s approval of that transfer.
Main Street Associates will then develop the retail phase in
accordance with the requirements of the Agency set forth in the
Retail DDA.
D. The Third Amendment and Retail DDA make only minor
changes in the retail development from what had been contemplated
3200,1K 11�0
04:"27,94
under the DDA. Those changes include the following: The retail
parcel and adjoining areas will be reconfigured so that the
retail parcel includes the northerly driveway that serves as an
entrance to the retail parcel and to the residential parcels to
the east and the retail parcel excludes the southerly driveway
entrance to the parcels and the area immediately south of that
driveway. The square footage of buildings to be developed on the
retail parcel will also be reduced from approximately 18, 500
square feet contemplated in the DDA to approximately 11, 000
square feet.
3200JK.PSO
04/27/94
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THE REDEVELOPMENT AGENCY OF CONTRA COSTA COUNTY, CALIFORNIA
Adopted this Order on June 28, 1994 1994 by the
following vote:
Commissioners/
AYES: Supervisors Smith, Bishop, DeSaulnier and Powers
NOES: None
Commissioner/
ABSENT: Supervisor Torlakson
ABSTAIN: None
RESOLUTION NO. RA- 94-3
SUBJECT: APPROVAL OF THIRD AMENDMENT TO DISPOSITION AND
DEVELOPMENT AGREEMENT BETWEEN THE CONTRA COSTA COUNTY
REDEVELOPMENT AGENCY AND PARK REGENCY PARTNERS AND
APPROVAL OF DISPOSITION AND DEVELOPMENT AGREEMENT
BETWEEN THE CONTRA COSTA REDEVELOPMENT AGENCY AND MAIN
STREET ASSOCIATES AND AUTHORIZATION EXECUTIVE DIRECTOR
TO EXECUTE .THE FOREGOING
WHEREAS, the Agency ("Agency") previously entered into a
disposition and development agreement dated May 23, 1989
regarding the Park Regency project in the Pleasant Hill BART
Station Area Redevelopment Project which agreement was
subsequently amended by the first amendment thereto dated.August
24, 1989 and the second amendment thereto dated December 1, 1992;
WHEREAS, the 892 residential units and the daycare center
that are part of. the Park Regency project have previously been
completed and only the retail phase of the project has not been
completed;
WHEREAS, to facilitate construction of the retail phase of
the Park Regency project, it is proposed that the Agency enter
into a third amendment to the DDA ("Third Amendment") with Park
Regency Partners ("Partners") , PRP Retail Associates
("Associates") and Main Street Associates ("Main Street") and a
separate disposition and development agreement ("Retail DDA")
with Main Street;
WHEREAS, pursuant to the Third Amendment and Retail' DDA,
Main Street will acquire from Partners and Associates the land
for the retail phase of the Park Regency project and develop and
construct the retail phase of the project thereon;
WHEREAS, the Agency will not sell or otherwise dispose of
any land as a result of the Third Amendment and Retail DDA, the
financial terms for the Agency's previous sale of land pursuant
to the DDA will not be changed as a result of the Third Amendment
and Retail DDA, and the Agency will not incur any additional
costs for the Park Regency project beyond those costs previously
incurred pursuant to. the DDA;
WHEREAS, the Third Amendment and Retail DDA provide for
reconfiguring the retail parcel by transferring the area of the
main entrance to the 892 apartments in the project and a small
area to the south of that entrance area from the retail parcel to
3200LF.P50
06/23/94
y a parcel containing the apartments and transferring the area of
the secondary entrance to the apartments from a parcel containing
apartments to the retail parcel subject to access rights to the
apartments, and also provide for reduction of the size of the
retail buildings to be developed from approximately 18, 000 square
feet to approximately 11, 000 square feet;
WHEREAS, the Agency prepared a summary of the Third
Amendment and Retail DDA pursuant to Health & Safety Code Section
33433, and the Agency and Board of Supervisors held a hearing on
the Third Amendment and Retail DDA after giving notice thereof in
the manner specified in Health & Safety Code Section 33433 .
NOW, THEREFORE, BE IT RESOLVED that the Agency hereby finds
that the Third Amendment and Retail DDA will not involve any sale
or other disposition of property by the Agency or any change to
the financial terms pursuant to which the Agency previously sold
land under the DDA and that the execution and performance of the
Third Amendment and Retail DDA will assist in elimination of
blight in the Pleasant Hill BART Station Area Redevelopment
Project by facilitating development of new retail improvements in
an area that was previously blighted by reason of lack of
adequate public improvements, dilapidated buildings, incompatible
uses, depreciated and stagnated property values and impaired
investments as was documented at the time the area of the Park
Regency project was made part of the Pleasant Hill BART Station
Area Redevelopment Project.
BE IT FURTHER RESOLVED that the Agency hereby approves the
Third Amendment and the Retail DDA and authorizes the Executive
Director or the Deputy Executive Director to execute the Third
Amendment and Retail DDA on behalf of the Agency and to take such
other actions and execute such other documents as are reasonably
necessary to carry out the purpose and intent of the DDA, the
Third Amendment and the Retail DDA.
I hereby certify that the foregoing
is a true and correct copy of an
action taken and entered on the
minutes of the Redevelopment Agency
on the date aforesaid.
ATTESTED: June 28, 1994
Phil Batchelor
Agency Secretary
By: (L
De uty Cerk
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RA2-
RA 94-3
DISPOSITION AND DEVELOPMENT AGREEMENT
BY AND BETWEEN
CONTRA COSTA COUNTY
REDEVELOPMENT AGENCY
AND
MAIN STREET ASSOCIATES
(PLEASANT HILL BART RETAIL PROJECT)
3200JB.rso
03/31/94
TABLE OF CONTENTS
Page
ARTICLE ONE: DEVELOPER REQUIREMENTS . . . . . . . . . . . . . 3
1. 01 Description of Property . . . . . . . . . . 3
1. 02 Description of Improvements . . . . . . . . . . 4
1.03 Land Use Permits and Approvals . . . . . . . . . 4
1. 04 Application for Building Permit . . . . . . . . 4
1. 05 Financing Plan . . . . . . . . . . . . . . . . . 5
1. 06 Leasing . . . . . . . . . . . . . . . . . . . . 6
1. 07 Purchase of Property . . . . . . . . . . . . . . 6
1. 08 Covenant Affecting Property . . . . . . . . . . 7
ARTICLE TWO: CONSTRUCTION OF THE IMPROVEMENTS . . . . . . . . 7
2 . 01 Construction Pursuant to Plans . . . . . . . . . 7
2 . 02 Change in Construction of Improvements . . . . . 7
2 . 03 Commencement of Construction . . . . . . . . . . 8
2 .04 Completion of the Improvements . . . . . . . 8
2 . 05 Agency to Receive Copy of Construction Contract 8
2 . 06 Equal Opportunity . . . . . . . . : . . . . . . 9
2 . 07 Prevailing Wages . . . . . . . . . . . . . . . . 9
2 . 08 Certificate of Completion . . . . . . . . . . . 10
2 . 09 Construction Bonds . . . . . . . . . . . . . . . 10
ARTICLE THREE: TRANSFERS . . . . . . . . . . . . . . . . . . . . 11
3 . 01 Definitions . . . . . . . . . . . . . . . . . . 11
3 . 02 Purpose of Restrictions . . . . . . . . . . . . 12
3 . 03 Transfers Prior to Completion . . . . . . . . . 12
3 . 04 Transfers After Completion . . . . . . . . . . . 12
3 . 05 Documentation of Transfers . . . . . . . . . . . 12
3 . 06 Effect of Transfer . . . . . . . . . . . . . . . 13
ARTICLE FOUR: REMEDIES . . . . . . . . . . . . . . . . . . 13
4 . 01 No Fault Termination . . . . . . . . . . . . . . 13
4 . 02 Fault of Agency . . . . . . . . . . . . . . . . 14
4 . 03 Fault of Developer . . . . . . . . . . . . . . . 14
4 . 04 General Remedies . . . . . . . . . . . . . . 16
4. 05 Right to Purchase Property Prior to Close of
Escrow16
4.06 Right to Purchase Property After Close of Escrow 17
4. 07 Effect on Loans . . . . . . . . . . . . . . . . 18
4 . 08 Plans and Specifications . . . . . . . . . . . . 18
ARTICLE FIVE: SECURITY FINANCING AND RIGHTS OF HOLDERS . . . . 18
5. 01 Loans Not Invalidated . . . . . . . . . . . . . 18
5. 02 Limitation on Encumbrances . . . . . . . . . 19
5. 03 Holder Not Obligated to Construct . . . . . . . 19
32003B.Pso
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TABLE OF CONTENTS
(continued)
Page
5. 04 Notice of Default and Right to Cure . . . . . . 20
5. 05 Failure of Holder to Complete Improvements . . . 21
5. 06 Right of Agency to Cure . . . . . . . . . . 21
5. 07 Right of Agency to Satisfy Other Liens . . . . . 22
ARTICLE SIX: GENERAL PROVISIONS . . . . . . . . . . . . . . . 23
6. 01 Notices, Demands and Communications . . . . . . 23
6. 02 Non-Liability of Agency Officials, Employees and
Agents . . . . . . . . . . . . . . . . . . . . . 23
6. 03 Enforced Delay . . . . . . . . . . . . . . . . . 24
6. 04 Inspection of Books and Records . . . . . . . . 25
6. 05 Merger . . . . . . . . . . . . . . . . . . . . . 25
6. 06 Title of Parts and Sections . . . . . . . . . . 25
6. 07 Indemnity . . . . . . . . . . . . . . . . . 25
6. 08 Liability Insurance . . . . . . . . . . . . . . 26
6. 09 Rights and Remedies Cumulative . . . . . . . . . 26
6. 10 Real Estate Commissions . . . . . . . . . . . . 26
6. 11 Applicable Law . . . . . . . . . . . . . . . . . 26
6. 12 Severability . . . . . . . . . . . . . . . . . 26
6. 13 Attorneys Fees . . . . . . . . . . . . . . . 27
6. 14 Complete Understanding of the Parties . . . . . 27
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DISPOSITION AND
DEVELOPMENT AGREEMENT
This Agreement is made this day of
1994 by and between the .Contra Costa County Redevelopment Agency
("Agency") , a redevelopment agency formed and existing under the
California Community Redevelopment Law, and Main Street
Associates ("Retail Developer") , a California general
partnership, with reference to the following facts:
A. On or about July 10, 1984 , the County enacted
Ordinance No. 84-30 adopting the Redevelopment Plan for the
Pleasant Hill BART Station Area Redevelopment Project recorded at
Book 11896, Page 123 , Official Records of Contra Costa County.
On or about July 19, 1988 , the County adopted Ordinance No. 88-
58 amending that plan to include additional area, recorded at
Book 14463 , Page 144 , Official Records of Contra Costa County,
said plan as amended is referred to herein as the "Redevelopment
Plan. "
B. To implement the Redevelopment Plan, on or about
May 23 , 1989 the Agency entered into a Disposition and
Development Agreement ("DDA") with Pleasant Hill Development
("PHD") . PHD subsequently assigned its rights and obligations as
"Developer" under the DDA to GBW Properties, Inc. ("GBW") , a
California corporation. GBW subsequently assigned its rights and
obligations as "Developer" under the DDA to Park Regency Partners
("Partners") , a California partnership. With respect to most of
3200JB.rso
03/3]/94
the land that is the subject of this Agreement, Partners
subsequently assigned its rights and obligations as "Developer"
under the DDA to PRP Retail Associates ("Associates") , a
California partnership.
C. The DDA provides, among other things, for the
Developer to develop retail facilities on a portion of the real
property that is the subject of the. DDA.
D. Associates and Retail Developer have entered into
an agreement ("Purchase Agreement") providing for Partner ' s sale
to Retail Developer of the portion of the real property that is
the subject of the DDA on which the retail facilities are to be
constructed. Partners, Associates and Retail Developer have
requested that the Agency approve Associates' sale of that
portion of the property to Retail Developer and assignment to
Retail Developer of Partners and Associates ' rights and
obligations under the DDA with respect to that portion of the
property. The Agency has expressed a desire to grant such
approval provided the Agency and Retail Developer reach agreement
on the terms and conditions of the Retail Developer' s
development, construction and operation of the retail facilities.
This Agreement reflects that agreement between the Agency and
Retail Developer and provides the terms and conditions for Retail
Developer's development, construction and use of the retail
facilities.
32OWB.PSO
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E. At the same time the Agency and Retail Developer
entered into this Agreement, the Agency, Retail Developer,
Partners and Associates executed the Third Amendment to the DDA
providing for assignment of certain rights and obligations under
the DDA to Retail Developer and providing for the property
transfers and lot line adjustments necessary to carry out this
Agreement.
F. The provisions of this Agreement will forward the
public health, safety and welfare and the goals of the
Redevelopment Plan, the Pleasant Hill BART Station Area Specific
Plan (the "Specific Plan") and the County ' s General Plan by
providing retail facilities that will serve the needs of those
who live and work in the residential and office complexes
developed pursuant to the Redevelopment Plan.
THEREFORE, the parties agree as follows:
ARTICLE ONE: DEVELOPER REQUIREMENTS
1. 01 Description of Property. The real property
("Property") Retail Developer will develop pursuant to this
Agreement is located in Contra Costa County, California and is
more particularly described in the attached Exhibit A. The
Property consists of land that will be owned in fee by Retail
Developer as well as an access easement over land that is
immediately south of the land to be owned in fee. A portion of
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the Property is currently owned by Associates, and a portion of
the Property is currently owned by Partners.
1. 02 Description of Improvements. Pursuant to the
terms of this Agreement, Retail Developer will develop on the
Property retail facilities in a building consisting of
approximately 11, 000 square feet, landscaping, walkways and
parking (collectively the "Improvements") . The plans for the
Improvements (the "Development Plan") are attached hereto as
Exhibit B.
1. 03 Land Use Permits and Approvals. Within ten (10)
days following execution of this Agreement, Retail Developer
shall apply to the County of Contra Costa for all land use and
zoning permits and approvals necessary to construct the
Improvements in a manner consistent with the Development Plan and
thereafter diligently pursue and obtain issuance of such permits
or approvals.
1. 04 Application for Building Permit. Within sixty
(60) days following the issuance of the permits and approvals
described in Section 1. 03 above, Retail Developer shall complete
the detailed plans and specifications necessary for construction
of the Improvements (the "Construction Plans") , shall apply to
the County of Contra Costa and any other agency with jurisdiction
for the building permit or permits necessary to construct the
Improvements in accordance with the Construction Plans and shall
thereafter diligently pursue and obtain such building permit or
3200JB.Pso
03/31/94 —4—
permits. The Construction Plans shall be consistent with the
Development Plan and the permits and approvals described in
Section 1. 03 above and shall not materially deviate from the
Development Plan and those permits and approvals without the
written approval of the Agency.
1. 05 Financing Plan. Within forty-five (45) days
following the date of this Agreement, Retail Developer shall
submit to the Agency a plan for the construction and permanent
financing of the acquisition of the Property and construction of
the Improvements (the "Financing Plan") . The Financing Plan
shall contain a cash flow projection showing the cost of the
acquisition and construction and evidence that Retail Developer
will have the funds to pay when due the costs indicated in the
cash flow projection and that Retail Developer will have
sufficient funds to pay when due any construction loans or other
forms of construction financing. The evidence that Retail
Developer will have the funds to pay costs and loans shall be in
the form of firm commitments of equity or loan funds from
responsible lenders or providers of equity.
If the commitment of funds is in the form of equity
provided by Retail Developer, Retail Developer' s general partners
or other sources, the Agency may require the Retail Developer to
place those funds in an escrow or other restricted account to
assure that those funds will be used to purchase the Property and
construct the Improvements.
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The Agency shall approve or disapprove the Financing
Plan in writing within twenty (20) business days following
submission. If not approved or disapproved within that period,
the Financing Plan shall be deemed approved.
Developer may request from the Agency in writing an
extension of the time to submit its Financing Plan for up to
ninety (90) additional days. The Agency shall not unreasonably
deny such a request if Developer presents evidence that, despite
good faith and diligent efforts, it has been as yet unable to
arrange financing.
1. 06 Leasing. Within ninety (90) days following the
Agency' s approval of the Financing Plan pursuant to Section 1 . 05
above, Retail Developer shall obtain binding commitments from
tenants for lease of at least 7, 500 square feet of the buildings
to be constructed as part of the Improvements. Tenants shall be
high quality retail or business and personal service uses
consistent with the Specific Plan and the neighborhood-serving
nature of the development, as determined by the Agency. Tenant
uses shall also be consistent with the restrictions described in
the attached Exhibit C. Before entering into a lease or other
agreement with a tenant, Retail Developer shall obtain the
approval of the Agency of the proposed tenant and shall include
in its request to the Agency for approval the identity of the
tenant and a description of the use the tenant proposes.
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For the purposes of this Section 1. 06 , a convenience store
shall be considered a high quality retail tenant if the store
meets all of the following criteria:
(1) The store sells fresh merchandise including
fruits, .vegetables, cheese, meats, bakery goods
and cut flowers.
(2) The store provides one or more business services
. such as copying, facsimile transmission and
receipt, or electronic bulletin board services.
(3) The store does not sell hard liquor (but sale of
beer and wine is permitted) .
(4) Window signage is only as permitted by the Agency.
(5) The store has no video or amusement games.
Prior to execution of this Agreement, Developer obtained
binding commitments from the tenants listed in the attached
Exhibit F and the Agency approved those tenants. No further
Agency approval for those tenants shall be required under this
Section 1. 06, and those tenants shall be counted as tenants from
whom Developer has obtained binding commitments pursuant to this
Section 1. 06.
1. 07 Purchase of Property. Prior to the close of
escrow under the Purchase Agreement, Retail Developer shall take
all actions necessary to keep the Purchase Agreement in effect
including, if necessary, completing the purchase of the Property.
In any event Retail Developer shall complete the purchase of the
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Property no later than thirty (30) days following the issuance of
the building permit or permits for the Improvements, but in no
event later than
1.08 Covenant Affecting Property. At the time Retail
Developer acquires the Property, the Retail Developer and the
Agency shall execute and record the covenant and agreement
attached hereto as Exhibit D (the "Covenant") and record this
Agreement. Retail Developer shall take such steps as are
necessary to assure that the Covenant and this Agreement shall
have priority over all other liens and encumbrances on the
Property except the lien for current taxes and assessments not
yet due.
ARTICLE TWO: CONSTRUCTION OF THE IMPROVEMENTS
2 . 01 Construction Pursuant to Plans. The Improvements
shall be constructed in accordance with the Construction Plan and
the terms and conditions of the land use permits and approvals
and building permits for the Improvements.
2 . 02 Change in Construction of Improvements. If the
Retail Developer desires to make any material change in the
Construction Plans, the Retail Developer shall submit the
proposed change to the Agency for its approval. The
documentation for the change shall include the plans and drawings
showing the proposed change and the change order or other
contractual documentation providing for the change. If the
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Construction Plans, as modified by any such proposed change, will
conform to the requirements of this Agreement, the Agency shall
approve the change by notifying the Retail Developer in writing.
Unless the proposed change is rejected by the Agency within
fourteen (14) days of its receipt by the Agency, it shall be
deemed approved. If rejected within such time period, the
previously approved Construction Plans shall continue to remain
in full force and effect. For the purpose of this Section 2 . 0.2 ,
a material change shall be a change which affects the site plan,
elevations, landscaping or the color or type of exterior
materials.
2 . 03 Commencement of Construction. Retail Developer
shall commence construction of the Improvements within forty-
five (45) days after the date the County issues a building permit
for the Improvements; provided, however, in no event shall Retail
Developer commence construction of the Improvements until the
requirements of Sections 1. 05 through 1. 08 above have been
satisfied.
2 . 04 Completion of the Improvements. The Retail
Developer shall diligently prosecute to completion the
construction of the Improvements within six (6) months from
commencement of construction of the Improvements.
2 . 05 Agency to Receive Copy of Construction Contract.
Retail. Developer shall enter into contracts for the construction
of the Improvements with reputable contractors. Said contracts
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shall provide for the work to be performed for fixed and
specified maximum amounts or allowances pursuant to the approved
Construction Plans and Financing Plan. Copies of all contracts
shall be tendered to the Agency for the purpose of determining
that the amount of the costs of work has been clearly fixed and
determined, as herein provided, and that the covenants as to
Equal Opportunity in Construction (Section 2 . 06 hereof) and
Prevailing Wages (Section 2 . 07 hereof) have been met. Unless the
Agency notifies the Retail Developer in writing within ten (10)
days of submission of the contract that the contract has been
disapproved, it shall be deemed approved.
2 . 06 Equal Opportunity. During the construction of
the Improvements there shall be no discrimination on the basis of
race, color, creed, religion, sex, sexual orientation, age,
marital status, national origin or ancestry in the hiring,
firing, promoting or demoting of any person engaged in the
construction work. Moreover, Retail Developer, by and through
its construction contractor, shall give preference, to the extent
practicable, for employment to those individuals residing within
the geographical area governed by the Redevelopment Plan, when
dictated by relevant State Law.
2 .07 Prevailing Wages. All workers performing
construction work on the Improvements shall be paid not less than
the highest prevailing rate of per diem wages as determined by
the California Department of Industrial Relations and its'
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Director pursuant to Section 1773 of the Labor Code. In meeting
this requirement, Developer shall comply with the provisions of
Agency Resolution 88-9, adopted July 19, 1988 which is attached
hereto as Exhibit G.
2 . 08 Certificate of. Completion. Within ten (10)
business days after completion of the Improvements in accordance
with those provisions of this Agreement relating solely to the
obligations of Retail Developer to construct the Improvements
(including the dates for beginning and completion thereof) , the
Agency will provide an instrument so certifying (the "Certificate
of Completion") which shall be in substantially the form as the
attached Exhibit E. Such certification shall be conclusive
determination that the covenants in this Agreement with respect
to the obligations of Retail Developer to construct the
Improvements and the dates for the beginning and completion
thereof have been met. Such certification shall be in such form
as will enable it to be recorded among the official records of
Contra Costa County. Such certification and determination shall
not constitute evidence of compliance with or satisfaction of any
obligation of Retail Developer to any holder of a deed of trust
securing money loaned to finance the Improvements or any part
thereof and shall not be deemed a notice of completion under the
California Civil Code.
2 .09 Construction Bonds. Prior to the commencement of
construction of the Improvements, the Retail Developer shall
32OWB.PSO
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deliver to the Agency copies of labor and material bonds and
performance bonds issued by a reputable insurance company
licensed to do business in California, in a sum each of not less
than one hundred percent (100%) of the scheduled cost of
construction of the Improvements. Such bonds shall name the
Agency as co-obligee. In lieu of such bonds the Retail Developer
may submit to the Agency a letter of credit reasonably
satisfactory to the Agency in an amount not less that
percent ( %) of the estimated cost of construction of the
Improvements and permitting the Agency to draw on the letter of
credit to pay for costs of constructing or completing the
Improvements and costs related thereto in the event of a default
by Developer under this Agreement.
ARTICLE THREE: TRANSFERS
3 . 01 Definitions. For the purposes of this Agreement,
the following events (whether voluntary or involuntary) shall
constitute a "Transfer" :
(1) After conveyance of the Property to Retail
Developer, a sale, conveyance or other transfer of the Property
or portion thereof;
(2) Lease of the Property or any portion thereof;
(3) Replacing, or removing the general partners of
Retail Developer;
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(4) Sale, conveyance, assignment or other transfer by
an owner of any interest in Retail Developer or any interest in
an entity that directly or indirectly has an interest in Retail
Developer;
(5) Sale, conveyance or assignment of the rights and
obligations under this Agreement; or
(6) Sale, conveyance or assignment of the rights and
obligations under the Purchase Agreement.
3 . 02 Purpose of Restrictions. The qualifications of
the Retail Developer and the partners therein to develop the
Improvements are of particular importance to the Agency; it is
for these reasons that the Agency has entered into this Agreement
and it is for these reasons that the restrictions contained in
this Article Three have been agreed to by the parties.
3 . 03 Transfers Prior to Completion. Prior to the
issuance of a Certificate of Completion pursuant to Section 2 . 08 ,
neither Retail Developer nor a partner therein shall make or
attempt to make any Transfer without the prior written approval
of the Agency which approval may be granted or withheld in the
Agency's sole discretion. This prohibition, however, shall not
apply to leasing of space in the Improvements approved by the
Agency pursuant to Section 1. 06 above, nor shall it apply to a
transfer to a partnership in which Steven P. Thomas and Robert J.
Bailey are general partners.
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3 . 04 Transfers After Completion. After the issuance
of a Certificate of Completion pursuant to Section 2 . 08 above,
the Retail Developer' or a partner therein may engage in a
Transfer without the consent of the Agency.
3 . 05 Documentation of Transfers. If Retail Developer
requests that the Agency approve a Transfer, such request shall
be accompanied by such information as the Agency shall reasonably
request in order to determine whether to approve the Transfer
including but not limited to financial data, operational history
and the proposed documentation for the Transfer.
3 . 06 Effect of Transfer. A Transfer shall not release
the Retail Developer from the obligations under this Agreement
unless the Agency agrees to such a release at the time of a
Transfer or the Transfer occurs following issuance of a
Certificate of Completion pursuant to Section 2 . 08 above.
ARTICLE FOUR: REMEDIES
4 . 01 No Fault Termination. The following events
constitute a basis for the Retail Developer or Agency to
terminate this Agreement prior to the commencement of
construction without the fault of any party:
(1) The Retail Developer is unable to submit a
Financing Plan within the time specified in Section 1. 05 or
extensions thereof because of the inability, despite good faith
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and diligent efforts, to obtain the financing commitments
required to be included in the Financing Plan; or
(2) The Retail Developer is unable to obtain the
required tenant commitments specified in Section 1. 06 despite
good faith and diligent efforts to do so.
Upon the happening of any of the above-described
events, and at the election of the Agency or Retail Developer,
this Agreement may be terminated. Termination shall be effected
by the terminating party giving written notice to the other party
of termination. After termination, no party (including the
County) shall have any rights against or liability to the other
under this Agreement, except as set forth in Sections 4 . 05
through 4 . 08 .
4 . 02 Fault of Agency. Upon the Agency breaching any
material provisions of this Agreement, the Retail Developer shall
first notify the Agency in writing of its purported breach or
failure, giving the Agency thirty (30) days from receipt of such
notice' to cure such breach or failure. In the event Agency does
not then so cure within said thirty days, then the Retail
Developer thereafter shall have the right to terminate this
Agreement and any other rights and remedies afforded it by law or
in equity, including specific performance.
4 . 03 Fault of Developer. Except as to events
constituting a basis for termination under Section 4 . 01, the
following events each constitute a basis for the Agency to take
32 =.PSO
03/31/94 -15-
action against the Retail Developer prior to issuance of a
Certificate of Completion:
(1) The Retail Developer fails to apply for any
permits or approvals specified in Section 1. 03 within the times
specified in that section;
(2) The Retail Developer fails to apply for any
permits or approvals specified in Section 1.04 within the times
specified in that section;
(3) The Retail Developer fails to submit a Financing
Plan to the Agency within the time specified in Section 1. 05 or
fails to obtain Agency approval of a Financing Plan;
(4) The Retail Developer fails to complete the
purchase of the Property within the time specified in Section
1. 07 above or the Retail Developer fails to take all actions
necessary to keep the Purchase Agreement in effect;
(5) The Retail Developer constructs or attempts to
construct the Improvements in violation of Section 2 . 01;
(6) Retail Developer fails to commence construction of
the Improvements or to complete same within the time limits set
forth in this Agreement;
(7) Retail Developer abandons or suspends construction
of the Improvements prior to completion for a period of thirty
(30) days after written notice by the Agency of such abandonment
or suspension;
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(8) There is a Transfer prohibited under Article
Three; or
(9) The Retail Developer breaches any other material
provision of this Agreement.
Upon the happening of any of the above-described
events, the Agency shall first notify the Retail Developer in
writing of its purported breach, failure or act above described,
giving the Retail Developer thirty (30) days from receipt of such
notice to cure such breach, failure, or act. In the event Retail
Developer does not then so cure within said thirty days, the
Agency shall be -afforded all of its rights at law or in equity by
taking any or all of the following remedies: (i) terminating in
writing this Agreement; (ii) prosecuting an action for damages or
specific performance; (iii) any of the remedies specified in
Sections 4 . 05 through 4 . 08 .
4 . 04 General Remedies. Upon a breach or failure in
circumstances other than those specified in Section 4 . 02 or
Section 4. 03 above, the non-breaching party shall be entitled to
seek any remedies available to it at law or equity or as
specified in this Agreement.
4 .05 Right to Purchase Property Prior to Commencement
of Construction. In the event this Agreement is terminated
pursuant to Section 4 . 01 or Section 4 . 03 above prior to the
commencement of construction and at the time of such termination
Retail Developer owns the Property, then following such
32OWB.PSO
03/31/44 -17-
termination the Agency shall have the right to purchase the
Property from Retail Developer. The purchase price for that
purchase shall be $595, 000 less the amount of any liens
encumbering the Property or any portion thereof at the time it is
conveyed to the Agency.
4. 06 Right to Purchase Property After Close of Escrow.
In the event this Agreement is terminated pursuant to Section
4 . 03 after the commencement of construction but prior to issuance
-of a Certificate, of Completion for the Improvements, then
following such termination the Agency shall have the right to
purchase the Property from the Retail Developer. The purchase
price shall be the actual and reasonable costs Retail Developer
has incurred for construction of the Improvements on the Property
plus $595, 000 (said $595,000 being the amount Retail Developer is
to pay to purchase the Property) but less the amount of any liens
encumbering the Property or any portion thereof at the time the
Property is conveyed to the Agency.
4 . 07 Effect on Loans. The right of purchase provided
for in Section 4 . 05 and Section 4 . 06 shall not defeat or render
invalid any deed of trust or mortgage on the Property described
in Section 5. 01 below.
4.08 Plans and Specifications. If this Agreement is
terminated pursuant to Section 4. 01 or Section 4 . 03 above, then
promptly following the termination Retail Developer shall deliver
to the Agency copies of all plans and specifications for the
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03/31/94 -18-
Improvements. Retail Developer does not warrant or guarantee the
accuracy or completeness of such plans and specifications.
ARTICLE FIVE: SECURITY FINANCING AND RIGHTS OF HOLDERS
5. 01 Loans Not Invalidated. No breach of any
provision of this Agreement shall invalidate the lien of any
mortgage or the priority afforded lenders ("Lenders") under this
Agreement for loans ("Loans") of funds whether secured or
unsecured to be used for financing the acquisition of the
Property, the design and construction of the Improvements on the
Property and any other expenditures necessary and appropriate to
develop the Property under this Agreement, and costs and expenses
incurred or to be incurred by the Retail Developer in furtherance
of this Agreement or advanced by the Lender to preserve its
security. Except as otherwise provided, all of the covenants,
conditions and restrictions in this Agreement shall be binding on
any owner whose title is delivered through foreclosure sales,
trustee's sale, or otherwise.
5. 02 Limitation on Encumbrances. Notwithstanding any
other provision of this Agreement, mortgages and deeds of trust,
or any other reasonable method of security, are permitted to be
placed upon the Property or any part thereof before a Certificate
of Completion has been issued by the Agency, but only for the
purposes described in Section 5.01 above. After issuance of a
Certificate of Completion any mortgage or deed of trust may be
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placed on the Property. The words "mortgage" and "deed of trust"
as used herein include all other appropriate modes of financing
real estate acquisition, construction, and land development.
5. 03 Holder Not Obligated to Construct. A Lender or
the holder of any mortgage, deed of trust or other security
interest authorized by this Agreement is not obligated to
construct or complete any improvements or to guarantee such
construction or completion; nor shall any covenant or any other
provision in conveyances from the Agency to Retail Developer be
construed so to obligate such Lender or holder. However, nothing
in this Agreement shall be deemed to construe, permit or
authorize any such Lender or holder to devote the Property or any
portion thereof to any uses, or to construct any improvements
thereon, other than those uses or improvements provided for or
authorized by this Agreement or to operate any improvements on
the Property other than in the manner specified in this
Agreement.
5. 04 Notice of Default and Right to Cure. Whenever
the Agency pursuant to its rights set forth in Article Four of
this Agreement delivers any notice or demand to the Retail
Developer with respect to the commencement, completion, or
cessation in the construction of the Improvements, the Agency
shall at the same time deliver to each Lender who has provided
written notice to Agency specifying its name and address and to
each holder of record of any mortgage, deed of trust, or other
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security interest authorized by this Agreement and creating a
lien upon the Property or any portion thereof, a copy of such
notice or demand. Each such Lender or holder shall (insofar as
the rights of the Agency are concerned) have the right, but not
the obligation, at its option, to cure or remedy any such default
or breach and to add the cost thereof to the security interest
debt and the lien on its security interest. Nothing contained in
this Agreement shall be deemed to permit or authorize such Lender
or holder to undertake or continue the construction or completion
of the Improvements (beyond the extent necessary to conserve or
protect the Improvements or construction already made) without
first having expressly assumed in writing the Retail Developer' s
obligations to the Agency relating to the Improvements under this
Agreement. The Lender or holder in that event must agree to
complete, in the manner provided in this Agreement, the
Improvements. Any Lender or holder properly completing the
Improvements pursuant to this paragraph shall assume all rights
and obligations of Retail Developer under this Agreement and
shall be entitled, upon written request made to the Agency, to a
Certificate of Completion from the Agency.
5. 05 Failure of Holder to Complete Improvements. In
any case where, having exercised its option to construct the
Improvements, a Lender or the holder of record of any mortgage,
deed of trust, or other security interest creating a lien or
encumbrance upon the Property, has not proceeded diligently with
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construction in accordance with its agreement with the Agency,
the Agency shall be afforded those rights against such Lender or
holder it would otherwise have against Retail Developer under
this Agreement. In the event that the Lender or holder, with
consent of the Agency, conveys or otherwise transfers its
interest in the Property, it shall thereafter be relieved of any
and all liability arising under this Agreement.
5. 06 Right of Agency to Cure. In the event of a
default or breach by the Retail Developer of a mortgage, deed of
trust or other security instrument, the Agency may cure the
default, upon receipt of a copy of a notice of default or upon
discovery by the Agency that a holder intends to foreclose, prior
to the completion of any foreclosure. In such event the Agency
shall be entitled to reimbursement from the Retail Developer of
all costs and expenses incurred by the Agency in curing the
default. The Agency shall also be entitled to a lien upon the
relevant Property or any portion thereof to the extent of such
costs and disbursements. Any such lien shall be subject to
Loans, mortgages, deeds of trust or other security instruments as
authorized by Section 5.02 . Any mortgages, deeds of trust, or
other security instruments affecting the Property shall include
provisions requiring the Lender or holder to provide the Agency
with a copy of any notice of default at the same time such notice
is provided to the Retail Developer, and shall afford the Agency
an opportunity to cure any default.
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5. 07 Right of Agency to Satisfy Other Liens. After
the conveyance of the Easement to Retail Developer by Agency, and
prior to the issuance of a Certificate of Completion, the Agency
shall have the right to satisfy any lien or encumbrances on the
property after Retail Developer has had a reasonable time to
challenge, cure or satisfy such liens or encumbrances; provided,
however, that nothing in this Agreement shall require the Retail
Developer to pay or make provision for the payment of any tax,
assessment, lien or charge so long as the Retail Developer in
good faith shall contest the validity or amount therein and so
long as such delay in payment shall not subject the Property or
any portion thereof to forfeiture or sale.
ARTICLE SIX: GENERAL PROVISIONS
6. 01 Notices, Demands and Communications. Formal
notices, demands, and communications between the Agency and the
Retail Developer shall be sufficiently given if and shall not be
deemed given unless dispatched by registered or certified mail,
postage prepaid, return receipt requested; by facsimile
transmission; by reputable overnight delivery service; or by
personal delivery, addressed as follows:
Agency:
Contra Costa County Redevelopment Agency
651 Pine Street, North Wing
Martinez, CA 94533
Attn: Jim Kennedy
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03/31/94 -23-
Retail Developer:
Main Street Associates
c/o Thomas Properties
3100 Oak Road, Suite 215
Walnut Creek, CA 94596
Attn: Steve Thomas
Such written notices, demands and communications may be
sent in the same manner to such other addresses as the affected
party may from time to time designate by notice given as provided
in this Section 6. 01.
6. 02 Non-Liability of Agency Officials, Employees and
Agents. No member, official, employee or agent of the Agency or
the County of Contra Costa shall be personally liable to the
Retail Developer, or any successor in interest, in the event of
any default or breach by the Agency for any amount which may
become due to the Retail Developer or successor or on any
obligation under the terms of this Agreement.
6. 03 Enforced Delay. In addition to specific
provisions of this Agreement, performance by either party
hereunder shall not be deemed to be in default where delays or
defaults are due to war; insurrection; strikes; lock-outs; riots;
floods; earthquakes; fires; casualties; acts of God; acts of the
public enemy; epidemics; quarantine restrictions; freight
embargoes; governmental restrictions or priority; litigation
(including suits filed by third parties concerning or arising out
of this Agreement) ; unusually severe weather or soils conditions
which, in the reasonable opinion of the Retail Developer' s
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03/31/94 -24-
contractor, will necessitate delays; inability to secure
necessary labor, materials or tools; delays of any contractor,
sub-contractor or supplier; acts of the other party; acts or
failure to act of any public or governmental agency or entity
(other than the. acts or failure to act of the Agency) ; or any
other causes (other than inability of Retail Developer to secure
financing or funds) beyond the control or without the fault of
the party claiming an extension of time to perform. An extension
of time for any cause will be deemed granted if notice by the
party claiming such extension is sent to the other within ten
(10) days from the commencement of the cause and such extension
of time is not rejected in writing by the other party within ten
(10) days of receipt of the notice. Times of performance under
this Agreement may also be extended in writing by the Agency and
the Retail Developer.
6. 04 Inspection of Books and Records. Upon request,
Retail Developer shall permit the Agency to inspect at .reasonable
times and on a confidential basis those books, records and all
other documents of the Retail Developer necessary to determine
Retail Developer's compliance with the terms of this Agreement.
6. 05 Merger. The provisions of this Agreement are not
intended to be merged by any conveyance contemplated by this
Agreement.
6.06 Title of Parts and Sections. Any titles of the
parts, sections or subsections of this Agreement are inserted for
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03/31/94 -25-
convenience of reference only and shall be disregarded in
constructing or interpreting any part of its provision.
6.07 Indemnity. Retail Developer and its successors
and assigns shall indemnify, defend and hold harmless the Agency,
the County of Contra Costa and their respective agents, employees
or officers against any claim or liability for injury or damage
to person or property arising out of any act or failure to act of
the Retail Developer, its agents, employees, officers,
contractors, subcontractors, licensees, invitees, customers,
clients, tenants or subtenants on, in or with respect to the
Property except as the same may be caused by the negligence of
the Agency or County.
6. 08 Liability Insurance. Beginning upon Retail
Developer's acquisition of the Property and continuing until a
Certificate of Completion is issued, Retail Developer shall cause
to have in full ,force and effect a comprehensive general
liability insurance policy or policies affording coverage for
bodily injury and property damage in the amount of $2 , 000, 000. 00
combined single limit with the Agency and County named as
additional insureds in such policy or policies.
6.09 Rights and Remedies Cumulative. Except as
otherwise expressly stated in this Agreement, the rights and
remedies of the parties are cumulative, and the exercise or
failure to exercise one or more of such rights or remedies by
either party shall not preclude the exercise by it, at the same
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time or different times, of any right or remedy for the same
default or any other default by the other party.
6. 10 Real Estate Commissions. Neither party shall be
responsible to the other for any real estate commissions or
brokerage fees which may arise from this Agreement or otherwise
be incurred by the other party.
6. 11 Applicable Law. This Agreement shall be
interpreted under and pursuant to 'the laws of the State of
California.
6. 12 Severability. If any term, provision, covenant
or condition of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder
of the provisions comply with specific written conditions.
6. 13 Attorneys Fees. If an action is brought to
enforce on this Agreement, the prevailing party in that action
shall be entitled to recover its attorneys fees from the party
who did not so prevail.
6. 14 Complete Understanding of the Parties. This
Agreement and attached exhibits and the 'Third Amendment to the
DDA constitute the entire understanding and agreement of the
parties.
32 =.PSo
03/31/94 —27—
WHEREFORE, the parties have executed this Agreement on or as
of the date first above written.
AGENCY:
CONTRA COSTA COUNTY REDEVELOPMENT
AGENCY
By:
Its:
RETAIL DEVELOPER:
MAIN STREET ASSOCIATES
By its General Partners:
STEVEN P. THOMAS
ROBERT J. BAILEY
ACKNOWLEDGEMENTS
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EXHIBIT A
Legal Description of the Property
32D=IW
03/31/94
EXHIBIT B
Development Plan
3200JB.PSO
03/31/94
EXHIBIT C
Tenant Restrictions
Tenants shall be ones that will not create or maintain:
a. Any public or private nuisance;
b. Any noise or sound that is objectionable due to
intermittence, beat, frequency, shrillness or
loudness;
C. Any obnoxious odor;
d. Except during construction or reconstruction, any
dust, dirt or fly ash .in excessive quantities;
e. Any unusual fire, explosive or other damaging or
dangerous hazard, including the storage, display or
sale of explosives or fireworks; and
f. Except during construction or reconstruction, any
drilling for and/or removal of subsurface substances.
In no event shall a tenant be one engaged in:
a. Any second-hand merchandising retail facility;
b. Any bankruptcy or auction sales;
C. Any use of buildings for sleeping or washing clothes
(but excluding dry cleaners) ;
d. Any cocktail lounge or bar not operated in conjunction
with a restaurant;
e. Any store specializing in drug paraphernalia;
f. Any stores selling or displaying pornographic pictures
or other so-called "adults only" material ; or a lounge
or theater featuring nudity or "adults only"
entertainment;
g. Any gasoline station or motor vehicle service or
repair shop; or
h. Any arcade for video, pinball on similar games.
3200JBYS0
03/3]/94
EXHIBIT D
(Form of Covenant)
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Contra Costa County Redevelopment Agency
651 Pine Street, 4th Floor
Martinez, CA 94553
Attn: Jim Kennedy
COVENANT AND AGREEMENT
THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body,
corporate and politic, herein called "Agency" , and MAIN STREET
ASSOCIATES, a California general partnership, herein called "Retail
Developer", agree as follows regarding the real property situated in
the County of Contra Costa, State of California, more particularly
described in Exhibit A. attached hereto, hereinafter referred to as
the "Property" .
This Covenant and Agreement is subject to the Redevelopment Plan
for the Pleasant Hill BART Station Redevelopment Project,
hereinafter called the "Plan", which was adopted by Ordinance No.
84-30 of the Board of Supervisors of the County of Contra Costa on
July 10, 1984 , and recorded at Book 11896, Page 123 , in the Official
Records of Contra Costa County, and amended by Ordinance No. 88-58
on July 19, 1988 which amendment is recorded at Book 14463 , Page 144
in the Official Records of Contra Costa County, and the Disposition
and Development Agreement by and between Agency and Retail
Developer, dated as of , 1994 and recorded in
the Official Records of. Contra Costa County on the same date as this
Covenant, hereinafter referred to as the "DDA" . The Plan and the
DDA are incorporated and made a part of this Covenant with the same
force and effect as though set forth in full herein.
1. Retail Developer herein covenants by and for itself, its
successors and assigns that:
(i) , There shall be no discrimination against or
segregation of a person or of a group of persons on
account of race, color, creed, religion, sex, sexual
orientation, marital status, ancestry, or national origin
in the sale, lease, sublease, transfer, use occupancy,
tenure or enjoyment of the Property nor shall the Retail
Developer or any person claiming under or through the
Retail Developer establish or permit any such practice or
3200JB.P50
03/31/94 -1-
practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy of .
tenants, lessees, subtenants, sublessees or vendees in the
Property. The foregoing covenant shall run with the land;
and
(ii) In the sale, lease or occupancy of the Property,
Retail Developer shall not effect or execute any agreement,
lease, conveyance of other instrument whereby the Property,
or any part thereof, is restricted upon the basis of race,
color, creed, religion sex, sexual orientation, marital
status, ancestry, or national origin. Retail Developer,
its successors and assigns, shall comply with all state and,
local laws, in effect from time to time, prohibiting
discrimination or segregation by reason of race, color,
creed, religion, sex, sexual orientation, marital status,
ancestry, or national origin.
2 . Retail Developer, for itself and its successors and assigns
covenants and agrees that the Property will only be used for high
quality retail or business or personal service uses consistent with
the Pleasant Hill BART Station Area Specific Plan and the
neighborhood-serving nature of the development on the Property, as
determined by the Agency. Such uses shall also be consistent with
the restrictions described in Exhibit C to the DDA. Before entering
into a lease or otherwise initiating a use of the Property, Retail
Developer shall obtain approval of the Agency for the proposed .us'o
and shall include in its request to the Agency for approval the
identity of the user and a description of the use.
3 . In the event that the DDA is terminated pursuant to Section
4 . 01 or Section 4 . 03 thereof and such termination occurs prior to
issuance of a Certificate of Completion pursuant- to the DDA, then
the Agency (as defined in the DDA) shall have the right to purchase
the Property on the terms and conditions set forth in the DDA. Such
right to purchase shall not defeat or render invalid any mortgage or
deed of trust on the Property described in Section 5. 01 of the DDA.
4. It is intended and agreed that the agreement and covenants
provided in Sections 1 through 3 above shall be covenants running
with the land. In any event, and without regard to technical
classification or designation, legal or otherwise, specifically
provided in this Covenant, such agreement and covenants shall be, to
the fullest extent permitted by law and equity, binding for the
benefit and in favor of and enforceable by Agency, its successors
and assigns, and against the Retail Developer and successor in
interest to the Retail Developer of the Property or any part thereof
or any interest therein, and any party in possession or occupancy of
any part thereof. It is intended and agreed that the Agency shall
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03/31/94 -2-
be deemed a beneficiary of the agreements and covenants provided in
Sections 1 through 3 above both for and in its own right and also
for the purpose of protecting the interests of the community and
such other parties, public or private, who benefit from such
agreements and covenants. The agreements and covenants provided in
Sections 1 through 3 above shall run in favor of Agency for the
entire period during which such agreements and covenants shall be in
force and effect, without regard to whether Agency has at any time
been, remains, or is an owner of any land or interest therein to, or
in favor of, which such agreements and covenants related. Agency
shall have the right, in the event of any breach of any such
agreement or covenant, to exercise all the rights and remedies, and
to maintain any actions at law or suits in equity or other proper
proceedings to enforce the curing of such breach of agreement or
covenant, to which it or other beneficiaries of such agreement or
covenant may be entitled, either by operation of the DDA or by
operation of law or in equity.
5. It is intended and agreed that:
(a) The covenants and agreements set forth in Section 1
above shall remain in full force and effect in perpetuity.
(b) The covenants and agreements set forth in Section 2
above shall remain in full force and effect so long as the Plan
remains in effect.
(c) The covenants and agreements set forth in Section 3
above shall remain in full force and effect until such time as the
Grantor has issued a Certificate of Completion pursuant to the DDA.
3200JB.PSO
03/31/94 -3-
IN WITNESS WHEREOF, the parties hereto have executed this
Covenant this day of 199 .
CONTRA COSTA COUNTY REDEVELOPMENT
AGENCY, a public body
corporate and politic
By:
Its:
MAIN STREET ASSOCIATES, a
California general partnership
By its general partners:
STEVEN P. THOMAS
ROBERT J. BAILEY
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03/31/94 -4-
EXHIBIT E
(Form of Certificate of Completion)
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Contra Costa County Redevelopment Agency
651 Pine Street, 4th Floor
Martinez, CA 94553
Attn: Jim Kennedy
CERTIFICATE OF COMPLETION
THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body,
corporate and politic, hereby certifies that Main Street Associates
("Developer") , a California general partnership, has completed
construction of the improvements on the property described in the
attached Exhibit A in accordance with the terms and conditions of
that certain Disposition and Development Agreement between the
Agency and Developer dated , 1994 and recorded on
, 199 in Book , Page of the
Official Records of Contra Costa County relating solely to the
obligations of the Developer to construct those improvements. This
certificate shall not be deemed a notice of completion under the
California Civil Code nor shall it constitute evidence of compliance
with or satisfaction of any obligation of Developer to any holder of
a deed of trust.
Dated: CONTRA COSTA COUNTY REDEVELOPMENT
AGENCY, a public body
corporate and politic
By:
32OWB.PS0
03/31/94
EXHIBIT F
Preapproved Tenants
Tenant Square Footage
1.
2 .
3 .
4.
5.
32OWBYSO
03/31/94
EXHIBIT G
Prevailing Wage Resolution.
3?.0MYSo
03/31/94
EXHIBIT C
THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNII
Adopted this Order on July 15. 1588 ,by the following vote:
AYES: Supervisors Powers, Fanden, MCPesk, Torlskson. Schroder
NOES: None
ABSENT: None
ABSTAIN: None
SUBJECT:
Establishing C.C.C. ) RESOLUTION N0. RA 88-5
Redevelopment Agency )
Prevailing Wage )
Requirement )
)
The Board of Supervisors as the Contra Costa County Redevelopment
Agency RESOLVES THAT:
I. Purpose. A prevailing wage requirement is necessary to
protect Agency project area job opportunities, stimulate the
project area economy and should be uniformly applied to all the
project contracts it enters.
II. Prevailing Wage Reguirements. The Agency hereby adopts and
establishes a prevailing wage requirement policy standard to be
incorporated in (and be part of) any contracts, agreements or
leases it enters as follows:
(a) Waces. All workers performing construction work for
the project pursuant to contracts, agreements or leases subject
to this resolution, from the commencement of constructitn until
the _--fiance of a final Certificate of Occupancy or accepts:-zi- b;
the Aa-.:cy of the constructicn as complete, shall be paid not
less tian th-D highest prevail-"g rzce of per diem wages
detsr-nired : d published by the California Department of
Industrial Relations and its Director pursuant to Section -7
the Labor Code. Construction work includes all constructic.: of
building core and shell, tenant improvements and public wc:: .l
that are within the customary jurisdiction of the construction
trades and crafts, whether performed on or bff-site. Off-site
work, performed by Materialmen, as defined under California Law,
is not covered by this resolution.
(b) Coverage. Where this resolution's requirements are
incorporated in Agency contracts, agreements or leases, they
shall apply to the employees of any employer including the
developer, any tenant of the project, any general contractor or
subcortraetor or other contractor engaged in construction for the
projeet by the developer, including their successors and
assignees, but shall not apply to supervisory or managerial
personnel or to persons employed in the rental, operation or
maintenance of .the project.
(e) Department of industrial Relations. Prevailing wage
rates for each emplolee ,covered by this resolution shall be those
wage rates as published by the State Department of Industrial
Relations on the date the employee commences work. The employer
shall be responsible for checking on a quarterly basis whether
the Department has determined that there has been an adjustment
in the pra•pailing rate of per diem wages in the locality. In the
event -he Department has adjusted the pre,rai%ing rate, the
employer shall pay such rate, provided that in no event shall the
employe•: pay laq than the prevailinq sR�n previously determined.
S.a.id vr�,.. .ritea !or all.covered worksrs shall be posted in a
prominent. visib:d •-.nd vasily accessible ;glace on the Project
EXHIBIT G
(d) Records. The Employer shall keep an accurate payroll
record as specified in Labor Code Section 1776(a). Certified
copies of the payroll records shall be available for Worker o=
Agency inspection (in the form specified in Labor Code S Lab:-•s
Code 51776(d)) at all reasonable hours at a local office of thS
Employer.
Copies of the records shall be provided upon request by a
representative of the Agency if the Agency has or can obtain t:•
records. Any worker, his authorized representative, or the
public may request a copy of the records from the Agen4- .
Individual names, addresses and social security numbers of
employees shall be masked or deleted so as to prevent disclosure
in copies furnished to the public. Upon request, a certified
copy of an employee's payroll record shall be made available to
the requesting employee by the employer as provided in Labor Code
S 1776(b)(i).
The failure of the employer to keep accurate payroll recorc.3
and provide certified copies thereof within 15 days after a
proper request to do no, shall create a presumption that
prevailing wages have not been paid.
(e) Zlporentices. Nothing in this agreement shall prevent
the employment of any number of properly registered apprentices,
as defined in Chapter 4, Division 3 of the Labor Code. Every
such apprentice shall be paid not less than the standard wage
paid to apprentices under the regulations of the crafts or trade
at which he is employed, and shall be employed only at the work
of the craft or trade to which he is registered. The employment
and training of each apprentice shall be in accordance with the
provisions of the apprenticeship standards and apprentice
agreements under which he is in training.
(f) Notification. Agency staff shall not=:y all
prospective bidders and contracting parties of the requirements
of this resolution and ensure that its requirements are
incorporated into Agency contracts, agreements and leases. The
contracting party (developer) shall cause the provisions of this
resolution to be incorporated into each contract and subcontract.,
and lease agreement which would be subject to this resolution.
In the event the provisions are not so incorporated, the
developer shall be liable to the worker in any action or
proceeding for the difference between the prevailing wage rate
required to be paid and the amount actually paid to the worker,
including costs and attorney fees, as if the developer where the
actual Employer.
(g) Enforcement. In addition to any other rights provided
by California law to recover compensation, a worker that has been
paid less than the prevailing wage rates shall have a right to
commence an action or proceeding against the employer of the
worker for the difference between the prevailing wage rates and
the amount paid to such worker for each calendar day or portion
thereof .for which the worker was paid less than the issue other
than that of the liability of the employer for the Amount of
unpaid wages allegedly due shall be determined in Such action or
proceeding, and the burden shall be on the employer to establish
that the amounts d manded are not due. A worker recovering any
or all of the wages.-Claimed to be due shall recover his costs and
attorney fees in securing such recovery. Nothing in this section
shall preclude its enforcement by the California Division of
Labor Standards Enforcement. These prevailing wage requirements
will be monitored and administered by the Agency's staff.
(h) gxcentions. this resolution's prevailing wage
requirements shall not apply:
_. To tenant improvements saith a value of lose than
$50,000.00, nor to tenant improvements for which the initial
building permit for such work In issued more than one wear after
a certificate of occupancy is approved on the core and"shell o::
EXHIBIT G
accepted by the Agency as complete. The $50,000.00 value shall
be adjusted annually pursuant to the Consumer Prico Index for ti:..
San Francisco/Oakland SMSA. The staff of the Ager.^;• shallre"Ort
to the Agency on the effects of the prevailing wage reguireMt
for tenant improvements after one year of operation.
2. To landscaping improvements with a value of less
than $50,000.00 installed on any particular contracting
(developer) party's premises during any one year period.
3. Non-substantive amendments to Agency agreements in
force on the date of adoption of this resolution provided the
estimated value doesn't exceed $50,000.00 for any new
improvements allowed by the amendments to any agreement.
(i) Acencv and County Not Liable in Money Damages. In
undertaking to impose on its contracting parties and their
subcontractors this resolution's requirements to pay prevailing
rates of wages, the Agency and County of Contra Costa are
assuming an undertaking only to promote the general welfare.
They are not assuming, nor are they imposing on their officers
and employees, an obligation for breach of which they are liab'_a
in money damages to any person who claims that such breach
proximately caused injury.
(j) gre-emption. This ordinance shall not confer upon the
Agency or any officer thereof any power not otherwise provided by
law to determine the legality of any collective bargaining
agreement, nor shall anything in this ordinance be interpreted or
applied so as to create any power or duty in .conflict with the
pre-emptive effectiveness of any federal or state law.
(k) ,Severability. If any part or provision of this
resolution or the application thereof to any person or
circumstance is held to be invalid, the remainder of the
resolution, including the application of such part or provision •
to other persons or circumstances, shall not be affected
and shall continue in full force and effect. To this and, the
provisions of this resolution are severable.
Orig. Dept.:
CCI
RESOLBTION r0. gg-.�
1 `I
RECORDJNG REQUESTED BY AND
WHEN RECORDED MAIL TO:
Contra Costa County Redevelopment Agency
651 Pine Street, 5th Floor, North Wing
Martinez, California 94553
Attention: Mr. James Kennedy
THIRD AMENDMENT TO DISPOSITION
AND DEVELOPMENT AGREEMENT
THIS THIRD AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT ("Third Amendment") is made and entered into as of
_, 1994, by and between the CONTRA COSTA COUNTY
REDEVELOPMENT AGENCY ("Agency") , PARK REGENCY PARTNERS, a
California general partnership ("Partners") , PRP RETAIL
ASSOCIATES, a California general partnership ("Associates") , and
MAIN STREET ASSOCIATES, a California general partnership ("Retail
Developer") .
RECITALS
A. Agency and Pleasant Hill Development, a California
limited partnership ("PHD") , have previously executed that
certain Disposition and Development Agreement, dated May 23, 1989
and recorded on June 1, 1989 in Book 15107, Page 1 as Instrument
No. 89-101921 in the Official Records of Contra Costa County,
California (the I"Original DDA") .
B. PHD has previously assigned its interest in the
Original DDA to GBW Properties, a California corporation ("GBW")
pursuant to that certain Assignment Agreement, by and among
Agency, GBW, and PHD, dated May 31, 1989 and recorded on July 24,
1989 in Book 15215, Page 885 as Instrument No. 89-138056 in the
Official Records (the "Official. Records") of Contra Costa County,
California..
C. Agency and GBW have previously executed that certain
First Amendment to Disposition and Development Agreement, dated
August 1, 1989 and recorded on August 24, 1989 in Book 15290,
Page 311 as Instrument No. 89-163832 in the Official Records of
Contra Costa County, California (the "First Amendment") .
D. GBW has previously assigned its interest in the DDA to
Partners pursuant to that certain Assignment and Assumption of
Disposition and Development Agreement dated as of November 20,
1991, by and between GBW, as assignor, and Partners, as assignee,
320M.P50
04/27/94 -1-
and recorded in the Official Records on December 5, 1991 as
Instrument No. 91-257341 and Agency has consented to such
assignment.
E. Agency and Partners have previously executed that
certain Second Amendment to Disposition and Development
Agreement, dated December 1, 1992 and recorded on December 18,
1992 as Instrument No. 92-336459 in the Official Records of
Contra Costa County, California (the "Second Amendment") . The
Original DDA, First Amendment and Second Amendment are
collectively referred to herein as the "DDA. "
F. Partners has previously assigned its interest in the
DDA with respect to Phase IV and the portion of the Property
included in Phase IV to Associates pursuant to that certain
Assignment and Assumption and Consent Agreement (the "Retail
Assignment") dated as of December 1, 1992. In connection with
the Retail Assignment, Partners has conveyed to Associates the
portion of the Property included in Phase IV pursuant to that
certain deed dated as of December 1, 1992 and recorded on
December 18, 1992 as Instrument No. 92-336462 in the Official
Records of Contra Costa County, California.
G. Partners and Associates desire to assign their rights
and obligations with respect to Phase IV to Retail Developer and
all parties desire for Retail Developer to develop Phase IV. To
that end, Associates and Retail Developer have entered into a
purchase agreement dated October 7, 1993 (the "Purchase
Agreement") and the Agency and Retail Developer, at the time they
entered into this Third Amendment also entered into a disposition
and development agreement (the "Retail DDA") providing the terms
and conditions for development of Phase IV.
H. Agency, Partners, Associates and Retail Developer
desire to make certain changes in the DDA to facilitate
development of Phase IV.
I. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth for them in the DDA.
AGREEMENT
In consideration of the foregoing, Agency, Partners,
Associates and Retail Developer agree as follows:
Section 1. Lot Line Adjustment.
(a) Promptly following execution of this Agreement,
Partners and Associates shall apply to and thereafter obtain from
32OWNYSO
64,W/94 -2-
the County of Contra Costa a lot line adjustment to the Map of
Subdivision 7001 filed December 22, 1989 in Book 341 of Maps,
Page 1, Official Records of Contra Costa County, California (the
"Subdivision Map") . The Subdivision Map is the recorded
subdivision map for the Property. The lot line adjustment shall
provide for deletion of the Transfer Area (as defined below) from
Lot 2 as shown on the Subdivision Map and addition of the
Transfer Area to Lot 3 and/or Lot 4 as shown on the Subdivision
Map. The Transfer Area shall be the area shown as cross-hatched
on Exhibit A to this Third Amendment or such other area to which
the parties may agree. The lot line adjustment shall also
provide for deletion of the Northern' Driveway (as defined below)
from Lot 7 as shown on the Subdivision Map and addition of the
Northern Driveway to. Lot 2 as shown on the Subdivision Map. The
Northern Driveway shall be the area shown as cross-hatched on
Exhibit B to this Third Amendment or such other area to which the
parties may agree. The lot line adjustment shall be consistent
with the Development Plan attached as Exhibit B to the Retail DDA
and any applicable terms and conditions of the County's approval
of the Development Plan.
(b) Promptly following approval of the lot line adjustment
contemplated by subsection (a) of this Section 1, Partners and
Associates shall record such documents necessary to show the
adjustment with respect to the Transfer Area in the Official
Records of Contra Costa County, California, and Associates shall
convey the Transfer Area to Partners reserving for the benefit of
Lot 2 (as shown on the Subdivision Map after the lot line
adjustment) a non-exclusive easement over the driveway and
walkway portions of the Transfer Area for vehicular and
pedestrian ingress and egress to Lot 2, and access to any
recycling facilities constructed on the Transfer Area.
(c) Promptly following approval of the lot line adjustment
contemplated by subsection (a) of this Section 1, Partners and
Associates shall record such documents necessary to show the
adjustment relating to the Northern Driveway in the Official
Records of Contra Costa County, California, and Partners shall
convey the Northern Driveway to Associates reserving for the
benefit of Lots 3, 4, 5, 6 and 7 (as shown on the Subdivision Map
after the lot line adjustment) a non-exclusive easement over the
Northern Driveway for pedestrian and vehicular access.
(d) Prior to conveyance of the Transfer Area and the
Northern Driveway, Partners and Associates shall submit the
proposed conveyances and easement reservations to the Agency for
approval which approval shall not be unreasonably withheld if the
conveyances and easement are consistent with this Section 1, the
Development Plan attached as Exhibit B to the Retail DDA and any
32OWN.P50
04/27/94 -3-
applicable terms and conditions of the County's approval of the
Development Plan.
(e) Upon recordation of the documents necessary to
accomplish the lot line adjustment referred to in subsection (a)
of this Section 1 above, the legal description of Phase IV as set
forth in Exhibit D-5 of the DDA shall be deemed revised to
exclude the Transfer Area, to include the easement rights over
the Transfer Area to be granted pursuant to subsection (b) of
this Section 1 and to include the Northern Driveway. In
addition, the legal description of Phase I as set forth in '
Exhibit D-2 of the DDA shall be deemed revised to include the
Transfer Area, and the legal description of Phase II as set forth
in Exhibit D-3 of the DDA shall be deemed revised to exclude the
Northern Driveway.
(f) If Lot 2 or a portion thereof has been conveyed to
Retail Developer at the time the conveyances contemplated by this
Section 1 are to take place, then Retail Developer shall have the
obligations of Associates under this Section 1 with respect to
the portions of Lot` 2 owned by Retail Developer.
Section 2. Disposition of Northern Driveway.
Notwithstanding anything tc the contrary in the Purchase
Agreement, the property Retail Developer shall acquire pursuant
to the Purchase Agreement shall include the Northern Driveway and
shall not include the Transfer Area except for the easement
rights referred to in subsection (b) of Section 1 above that
benefit Lot 2. Partners and Associates shall arrange for either
Partners or Associates to convey the Northern Driveway to Retail
Developer at the close of escrow under the Purchase Agreement.
Neither Partners nor Associates shall seek from or charge Retail
Developer any additional consideration for the Northern Driveway
other than the consideration already provided for in the Purchase
Agreement, it being the understanding of the parties that the
Agency's consent to assignment of the DDA rights and obligations
to Phase IV and conveyance of the Phase IV Property to Retail
Developer is conditioned upon the Northern Driveway being part of
the property conveyed to Retail Developer.
Section 3. Assignment of Phase IV Rights. Partners and
Associates hereby assign all their rights and obligations under
the DDA with respect to Phase IV and the portion of the Property
included in Phase IV to Retail Developer. Pursuant to Section
6.06 of the DDA, the Agency hereby consents to Partners and
Associates' assignment of the rights and obligations under the
DDA with respect to Phase IV and the portion of the Property
included in Phase IV to Retail Developer.
320M.PSO
04/27/94 -4-
Section 4. Effect of Assignment. In light of the Agency
entering into the Retail DDA with Retail Developer and the
assignment set forth in Section 3 above, neither Partners nor
Associates shall have any further rights or obligations under the
DDA with respect to Phase IV or the portion of the Property
included in Phase IV once the portion of the Property included in
Phase IV (as that area is revised pursuant to subsection (e) of
Section 1 above) is conveyed to Retail Developer.
Section 5. DeveloRment of Transfer Parcel. Partners and
Associates shall develop the Transfer Parcel with such
improvements as are provided for in the Final Development Plan
and within the time required under the regulations of the County
relating to time periods for completion of improvements provided
for in a final development plan. Notwithstanding the provisions
of Section 7.06 of the DDA (as added by the Second Amendment) and
the fact that the Agency has issued a Certificate of Completion
with respect to Phase I and Phase II, the Agency shall have all
the rights and remedies provided for in the DDA in the event of a
breach or failure by Partners or Associates under this Section 5
of this Third Amendment, provided, however, that the Agency shall
not seek to exercise or obtain a right of reverter, right to
purchase, right of first refusal or other right to succeed to
title with respect to any portion of the Property.
Section 6. Nondisturbance of Easement. In the event the
Agency exercises a right of reverter or any other right under the
Retail DDA or the DDA with respect to the portion of the Property
included in Phase IV or the Agency otherwise becomes the fee
owner of the portion of the Property included in Phase IV, then
the Agency shall recognize and shall not interfere with or
disturb the rights and remedies provided for by the easement over
the Northern Driveway described in subsection (c) of Section 1 of
this Third Amendment.
32006JN.PSO
04/27/94 -5-
Section 7. Effect of Amendment. Except as set forth in
Third Amendment, the DDA (as amended by the First Amendment and
Second Amendment) shall remain unamended.
CONTRA COSTA COUNTY REDEVELOPMENT
AGENCY
By: Jim Kennedy, Deputy Executive
Director
PARK REGENCY PARTNERS
By its partners:
Steven C. Gordon
Saul Brandman, as Trustee of the
Saul Brandman Revocable Trust U/D/T
dated July 20, 1987
PRP RETAIL ASSOCIATES
By its partners:
Steven C. Gordon
Saul Brandman, as Trustee of the
Saul Brandman Revocable Trust U/D/T
dated July 20, 1987
MAIN STREET ASSOCIATES
By its partners:
Steven P. Thomas
Robert J. Bailey
32OWNMO
OV27/94 -6-
EXHIBIT A
Map Showing Transfer Area
32OWN.P50
04/27/94 -7-
Al
lo
• 11 �`�p 1 • $ Com'r- �� ¢ ,SJTJ•tfs
b
1
1 1 ,ws 1 - ..•.
i r.41/•'�'YRIY Y 1/� ,G^D��,j A� 6t' �I
I r I • �� "``•Jw �
� � �srr 1 � ''�•^-� _rl�r POOL.
r Cr✓ r r a d ^'�
rr �r 9 i 4 v" ,fit c�"`Y�,,'',,��\,"�'�'r 4b .\" •. W/
t44
Ilk
+ r r
/0 Act--'— .rte r
i t + # � � �h •! ��/' -AA
i tri �•w i� `C
i � 1
f
2f
ar *M p4� 3
7 b
t
, �.�BI2 Area
'Itarsf e= ""
EXHIBIT B
Map Showing Northern Driveway
32OWNJPSO
04=/94 -8-
1 n y
• 1 1 I � Q
-
1 4 I
1 MM
•
.GR O 1
mm
I �
MM1
, s
I ..
er
Zn,J' f
.3'caaGt ✓...,.'ro• /�''^� t' Qom"'• Q' /�,� " �` ,�Jy "--
ClVC8
ri
Al
/ , / / tti • ,,, ��.,, b� �t cool.
i ��� ft � �1 Y9 a•••,,, Q'' s'J1� �Y1�
I .ah.� a I � '•�1 1. `.�.� � v
� � 4
y
-------------.cc s^:
n
7 .i41YSJ .n.u.-..wib t n s'.AOt 1 A4
Pde .3�4/ w/(�sYw°k�f `� ✓�e� ~1�.rr?` A � w�dM�+ireC `4 \ ��� � 1�L if
1 '
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INN
{ . .... �.. a H
t{..\. .� � w••w, vl.s .. •..'d..`, r �. ltd' ._
EXHIBIT B ,
-- Northern Driveway
(shown with crosshatching)
H.6a
1
J
THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA
Adopted this Order on .lune 28, 1994 , 1994 by the following vote:
AYES: Supervisors Smith, Bishop, DeSaulnier and Powers
NOES: None
ABSENT: Supervisor Torlakson
ABSTAIN: None
RESOLUTION NO. 94/650
SUBJECT: APPROVAL OF THIRD AMENDMENT TO DISPOSITION AND
DEVELOPMENT AGREEMENT BETWEEN THE CONTRA COSTA
COUNTY REDEVELOPMENT AGENCY AND PARK REGENCY
PARTNERS AND APPROVAL OF DISPOSITION AND DEVELOPMENT
AGREEMENT BETWEEN THE CONTRA COSTA REDEVELOPMENT
AGENCY AND MAIN STREET ASSOCIATES
WHEREAS, the Contra Costa County Redevelopment Agency("Agency") previously
entered into a disposition and development agreement dated May 23, 1989 regarding the Park
Regency project in the Pleasant Hill BART Station Area Redevelopment Project which agreement
was subsequently amended by the first amendment thereto dated August 24, 1989 and the second
amendment thereto dated December 1, 1992;
WHEREAS, the.892 residential units and the day care center that are part of the Park
Regency project have previously been completed and only the retail phase of the project has not
been completed;
WHEREAS, to facilitate construction of the retail phase of the Park Regency project, the
Agency proposes to enter into a third amendment to the DDA("Third Amendment")with Park
Regency Partners("Partners"), PRP Retail Associates ("Associates") and Main Street Associates
("Main Street") and a separate disposition and development agreement ("Retail DDA")with Main
Street;
WHEREAS, pursuant to the Third Amendment and Retail DDA, Main Street will acquire
from Partners and Associates the land for the retail phase of the Park Regency project and
develop and construct the retail phase of the project thereon;
WHEREAS, the Agency will not sell or otherwise dispose of any land as a result of the
Third Amendment and Retail DDA, the financial terms for the Agency's previous sale of land
pursuant to the DDA will not be changed as a result of the Third Amendment and Retail DDA,
and the Agency will not incur any additional costs for the Park Regency project beyond those
costs previously incurred pursuant to the DDA;
WHEREAS, the Third Amendment and Retail DDA provide for reconfiguring the retail
parcel by transferring the area of the main entrance to the 892 apartments in the project and a
small area to the south of that entrance area from the retail parcel to a parcel containing the
apartments and transferring the area of the secondary entrance to the apartments from a parcel
containing apartments to the retail parcel subject to access rights to the apartments, and also
provide for reduction of the size of the retail buildings to be developed from approximately
18,000 square feet to approximately 11,000 square feet;
m
s
WHEREAS, the Agency prepared a summary of the Third Amendment and Retail DDA
pursuant to Health& Safety Code Section 33433, and the Agency and the Board of Supervisors
held a hearing on the Third Amendment and Retail DDA after giving notice thereof in the manner
specified in Health& Safety Code Section 33433.
NOW, THEREFORE, BE IT RESOLVED that the Board hereby finds that the Third
Amendment and Retail DDA will not involve any sale or other disposition of property by the
Agency or any change to the financial terms pursuant to which the Agency previously sold land
under the DDA and that the execution and performance of the Third Amendment and Retail DDA
will assist in elimination of blight in the Pleasant Hill BART Station Area Redevelopment Project
by facilitating development of new retail improvements in an area that was previously blighted by
reason of lack of adequate public improvements, dilapidated buildings, incompatible uses,
depreciated and stagnated property values and impaired investments as was documented at the
time the area of the Park Regency project was made part of the Pleasant Hill BART Station Area
Redevelopment Project.
BE IT FURTHER RESOLVED that the Board hereby approves the Third Amendment
and the Retail DDA.
I hereby certify that the foregoing is a true and
correct copy of an action taken and entered
on the minutes of the Board of Supervisors
on the date aforesaid.
ATTESTED:_ June 28, 1994
Phil Batchelor
Clerk of the Board
(],,01
By:
Deputy Clerk
1KJh
sra14/parkreg.res
94/650