HomeMy WebLinkAboutMINUTES - 05041999 - C55 FNS#37 __- ,
TO: BOARD OF SUPERVISORS CONTRA
of
COSTAY f .
FROM: Family and Human Services Committee COU 'TY
;oars
DATE: May 4, 1999
SUBJECT: Status on Development and Financing of the New Century Center
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
RECOMMENDATION(S):
ACCEPT the attached report regarding progress made to date on the development and financing of
the New Century Center.
BACKGROUND/REASONS FOR RECOMMENDATIONS:
On April 26, 1999, the Family and Human Services Committee heard a report from Laura Lockwood,
Director of Capital Facilities and Debt Management, and Merlin Wedepohl, Shelter, Inc., on the
status of developing and financing the New Century Center. The Center would be a facility that
would house five community based organizations and allow them to minimize administrative costs
through the use of shared common space and administrative services.
Laura Lockwood reported that the issue had been referred to Family and Human Services due to the
possible need for County support in financing a new facility. Since that time, two funding strategies
have emerged which do not require County financial participation.
CONTINUED ON ATTACHMENT: ®YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR—RECOMMENDATION OF BOARD COMMITTEE
—APPROVE —OTHER
SIGNATURE(S): MARK DESAULNIER GA LE B. UIILE{EMA
ACTION OF BOARD ON Ila v lay 19 9 9 APPROVED AS RECOM UIENDED ®C7T14ER
VOTE OF SUPERVISORS
XX UNANIMOUS(ASSENT_ - – i i HEREBY CERTIFY THAT THIS€S AI
TRUE AND CORRECT COPY OF AN
AYES: NOES- ACTION TAKEN AND ENTERED
ABSENT: ABSTAiN: -- ON MINUTES OF THE BOARD OF
SUPERVISORS ON THE DATE SHOWN.
Contact:Sara Roffman,356-1090
ATTESTED
PHiI BA GHELOR,CLERK OF
THE BOARD OF SUPERVISORS
CRC
AND 9OUNTY ADMINISTRATOR
Laura Lockwood,CAO
P,eriin Wal l(via CAO) BY
,DEPUTY
FIS#37
BACKGROUND/REASONS FOR RECOMMENDATIONS (cant'd):
Merlin Wedepohl reported that the conversations with California Communities for non profit financing
of capital projects was very promising, but there were still hurdles to overcome since the new non- profit
formed out of the five community based organizations does not have a financial track record. In addition,
in looking at existing buildings, they became aware that financing was dependent upon 00% occupancy
by the nonprofits; however, existing buildings usually had occupants with lease rights which would need
to expire, As a consequence, they are now looking for a vacant property on which to build.
Stu McCullough, Mouth Homes, also stated that the combined center would make the nonprofits more
competitive for grants because they could show greater efficiency in operations. He asked that the
Family and Human Services Committee keep the issue on referral since the nonprofits may need to
conduct a capital campaign and may request the support of the Board of Supervisors. They may be
need a down payment of$200,000 to $300,000 in order to secure financing.
Supervisor Gayle Uilkema asked what the County was now contributing toward the lease costs of the
five nonprofits under their current service contracts. Mr. McCullough responded that it was
approximately $6,000 to $8,000 a month for the five agencies.
After discussion, Supervisor (dark DeSaulnier and Supervisor Gayle Uilkema agreed to keep the issue
on referral.
OFFICE OF THE COUNTYADMINISTRA TOR
CONTRA COSTA COUNTY
Administration Building
651 Pine Street,6h Floor
Martinez,CA 94553
DATE: April 26, 1999
TO: Family and Human Services Committee
Supervisor Mark DeSaulnier
Supervisor Gayle B. Uilkema
FROM: Laura Lockwood,Director,Capital Facilities&Debt Management
SUBJECT.- STATUS REPORT ON FUNDING FOR NEW CENTURY CENTER
REC-Q,MLONCENDATIONS.
I ACCEPT the attached report from Shelter, Inc. regarding the progress made to date
regarding the development and financing of the New Century Center.
2. CLOSE OUT the referral to the CAO's office regarding the financing of the New
Century Center since the establishment of a cost-effective financing mechanism
appears to have been identified by the Executive Committee of the New Century
Center,
BACKGROUND:
In response to the request in December 1998 by the Family and Human Services
Committee,the CAO's office met on several occasions over the past four months with the
Executive Committee of the New Century Center. The purpose of these meetings was to
assist the group in locating a parcel for development and/or a building for acquisition and
to provide technical assistance in determining a funding strategy that would best meet the
operational needs of the non-profits while minimizing financial risk to the County.
Alan Pfieffer of the Lease Management Division of the General Services Department was
made available to the group for assistance in locating suitable building sites. Based upon
my review of their long-term plans and operational needs, I recommended that the group
pursue two funding strategies:
I. Issue debt on a tax-exempt private placement basis through California
Communities. California Communities is a program based in Walnut Creek that
specializes in financing of capital projects for non-profit organizations like the New
Century Center.
2. Approach the Community Reinvestment Act representatives at major lending
institutions like Wells Fargo and Bank of America about arranging a construction
loan.
Based on these recommendations,the Executive Committee moved forward with plans to
acquire 1070 Concord Avenue,the building where Shelter, Inc. is currently housed. An
application was filed for permanent tax-exempt financing with California Communities.
In addition,the Committee received approval for a short-term loan with Wells Fargo so
that it could move ahead with acquisition of the property while the California
Communities financing was completed.
Unfortunately, the conditions discovered during the due diligence process led the
Executive Committee to ultimately reject the purchase of 1070 Concord Avenue.
?Nevertheless, the success of the Executive Committee in lining up both short-term and
permanent financing for the New Century Center would suggest that they will again be
successful in that effort once an alternative building or parcel has been identified.
Cc: Merlin Wedephol, Shelter, Inc.
w
Community Development,Block (irant Pro rgra_m_
NEW CENTURY CENTER
Agency: SHELTER, Inc.
1070 Concord Ave., #200
Concord, CA 94520
827-3598x l O6
t
Contact Person: Merlin Wedepohl
Today's date: 4/16/99
Project #: 98-23-OPEN
This report identifies new activities from. 111199 - 3/31/99.
PROJECT ASSUNEPTIONS
In June, 1995 $15,000 in CDBC funding was awarded to five non-profit agencies who
joined together to initiate a planning process to address the question of haw to reduce
administrative costs and accomplish productive consolidation and collaboration among
social services agencies throughout the County. Now several months into the process,
the Executive Committee has accomplished several meaningful steps in the planning
process.
f Five agencies have agreed to move forward as partners in developing the shared
administrative space concept. Independent Living Resource decided not to be included
in the partnership as of 2118/99 (See Attachment 1). Several other agencies have
expressed interest in renting space in such an environment.
♦ This multi-service center will contain between 30,000 to 50,000 square feet. It will
ideally be located within a five mile radius of the I-680/Hwy 4 interchange, and be
accessible by public transportation. Adequate parking will also be available.
+ The partner agencies will establish a separate non-profit corporation to own and
oversee management of the facility (leasing and maintenance).
The owner partners will coordinate the use of shared common space (conference
rooms, parking, warehouse, reception room).
# Partner owners and tenants will also share administrative services and other human
resources, office equipment, phone systems, kitchen/cafeteria, mailroom, management
information systems, and supply roams. Joint staff trainings and staff development
opportunities could take place and agencies could participate in ride share programs.
* Our analysis shows us that the partner owners' current occupancy expenses could
support obtaining financing to move forward with a purchase or master lease.
CURRENT QUARTER ACTIVITIES
+ On 1/6/99 the partners met with Laura Lockwood, County Administrator's office to
determine County involvement with the project. Ms. Lockwood introduced the partners
to California Communities staff, Ms. Tracy McWilliams. Financing our project with
California Communities appears to be the best alternative. See Attachment 2
+ On 1/11 the partners met with representatives of Chamberlin Associates to discuss the
possibility of Chamberlin building a facility for our purposes. As a result of our meeting,
Chamberlin agreed to prepare a proposal on a new building in Concord. See Attachment
3 to learn more about Chamberlin Associates.
* On 1/29 New Century Partners met with an attorney, Dennis Pedersen, to discuss the
creation of our new non-project entity. It was decided to have Mr. Pedersen draft the
Articles of Incorporation and Bylaws for our review. (Attachment 4).
* On 2/4 our consultant, Ira Glasser and myself met with representatives of Wells Fargo
Bank to determine if Wells Fargo had a lending option that might work for our New
Century project to compare with California Communities. As a result of this meeting,
Wells Fargo did approve a short term loan for us on 1070 Concord Ave. (See
Attachment 5).
* On 2/5 the partners and several Board members met with the listing agent on the
current office building housing SHELTER, Inc., 1070 Concord Ave., to determine if this
building which was for sale could meet the New Century need. It was decided after this
meeting to submit a purchase offer on 1070 Concord Ave., Concord. (See Attachment
6).
+ On 2/16 the partners again met Chamberlin Associates to review their proposal to
build a facility in Concord to meet New Century's needs. (See Attachment 7).
* On 2/19 New Century Center submitted a loan application to California Communities
to purchase 1070 Concord Ave. or to build a building on raw land. (See Attachment 8).
+ On 3/4 the partners met to review due diligence progress on 1070 Concord Ave., to
consider building a new building, to review pre-incorporation MOU between the partners,
and other issues. Our architect consultant presented the proposed new design of 1070
Concord Ave.(See Attachment 9).
* On 3/19 several partners and our consultant met with the owners, property
management team, and listing agent of 1070 Concord Ave. to continue the due diligence
work. (See Attachment 10).
♦ On 3/26 the partners met to finalize a decision about the purchase of 1070 Concord
Ave. based on due diligence. It was determined after this meeting that this building
would not work for us for the following reasons: there were too many current vacancies
or month to month leases (hence the building would not appraise for a loan at current
price); the parking was inadequate, repairs needed to heating/air conditioning systems and
roof were too costly; and the California Communities loan would not work for us in this
building because non-profits would not occupy 90% of building at time of purchase. (See
Attachment 11).
The partners decided to further investigate partnering with Chamberlin in building a
building to suit. A meeting will be set in April with Chamberlin to discuss this
possibility.
6 I- LR Independent
Living
Resource
DATE. February 18, 1999
TO: Merlin Wedepohl
FROM: Board of Directors, Independent Living Resource of
Contra Costa County
SUBJECT: NEW CENTURY CENTER PARTNERS
The Board of Directors agreed, by a unanimous vote at their regularly
scheduled board meeting of February 18, 1999, that Independent
Living Resource of Contra Costa County will no longer participate in
the New Century Center Partnership.
Independent Living Resource is not currently in a position to continue
with the purchase of a building or building site.
We would like to extend our congratulation to the remaining partners
and wish you success.
February 18, 1999
Gordon asky, Vic resident gate
3200 Clayton Road • Concord, CA 94519 Voice,/TDD (925) 363-7293 • Fax (925) 363-7296
1545 Webster Street "C" • Fairfield, CA 94533 • Voice/TDD (707) 435-8174 • Fax (707) 435-8177
NEW CENTURY CENTERAJDMNISTRATIVE SMUE CENTER
Agenda
1/6/99
I. Agenda review
II. Introductions
III. Prepare for January meeting with 10 Committee
A. Confirm date and location
B. Review data collected by Davida
C. Discuss recommendations
D.
Ill. Next steps
V. Assignments
MArT„CE ROSTER.
1e7 C
NAME IZAT PH-On..
,P6,
Fiance Equipment and Real Estate
"fax Exempt Financing
for
501 (c) (3) Non Profit Organizations:
•HEALTH CARE • EDUCATION + OTHER CO.M.MUNITY BENEFIT
Jointly Sponsored by:
Cahlurnia Scary Associarion of Councics
League of calirornia Cries
A Thre:-Srep Approach
to
Finance Equipment and Real Estate
at Rates Below Prime
Applicant Information Package
itICIULIMg
Application And Eligibiliry Worksheet
Step 1:
Eligibility Checklist
Review this sig„ple checklist to see ifyoilirproposedfliurneing)Beets ag of the ndittmunt i'i+tlttirvnlenl.r.
0 llmiecr 1- tr)r : i101ic! 131 n<2n profit <)r�„arliZ.ttiOn.
i)rn c'Ct it< thin tildhl in anti :it it:!,t:
o.,�6, ::(I(F trlr cUt!ts•ffttc.'ilt :siliv F)F'�,iV�,?.
� � ):;::airs.:' ' I)i"��<;,!c'• 1)t!'�li: ilc•ac•fit�
11.1, Cl-VdFt 11110 W'° .il'd .6"IiUA t(( ��•c::!'C ]((tl,:o (c'f'!31 tiff::nrr It?;�
Step 2:
The Program
Finance Projects at 21°) to 31X) Below- Prime
The Pr)",(raill €rok ides cli!gil)le 502 ((:) (3) norl-p roY li ong;.muzlition:, o rile --Borr(7R'erNN ) wi ih tax exeii1:7( iltl:incin.- This will
e-ulble TSi)rrr;v erti to finance equip7ine:lt Xld 1-Ca1 e"tate p)r<7ieCi:< ;i a lmver fate of itltet`e,t thus $,WrWrLtih` C.':l.!t it .i\'Udll)ie
tlit`(?.1 gh a Ct)mintrci.i; financing.
�t ile cafiforni.i Nt.ite of Countiv- :F11C1 the LC:i.;Lit ()t <„Fiitorni'a Citlew 11LIVe. 0110U,1,111.i C0llll)CtFfilt I)iddin'r process.
})ltt to
Lgenccr :ill e\Oei'ienctcl teal; of r)rnfet.i<)nak Bowl.,IV,VI., 'A ith project tillailc`inr”. W1Iile !-.I tel rill:.! tt"ill`•
Se_iC i'ary h i,ed Un CEVdlt 1taildiM4. the ill'! Chaff iilusttatl<, rile '.,fntPal ter'll,s a!1Cl coN.,ui;i Ftn.t31C'eil!�:
EQUIPMENT REAL ESTATE
LOAN AMOUNT 5250,000 TO S5 MILLION $750,000 TO $5 MILLION
INTEREST RATE 5%TO 6% PIXEL? 6%TO 7%FIXED
AMORTIZATION/TERM 5 TO 7 YEARS 20 TO 30 YEARS
DOWN PAYMENT 0%TO 10% 20%TO 30%
TIME TO FUND 1 TO 2 MONTHS 3 TO 4 MONTHS
GUARANTEE i 501 (c) (3) NON PROFIT 501 (c) (3) NON PROFIT
SECURITY PROJECT ASSETS PROJECT ASSETS
ISSUANCE COSTS '
1 OUT OF POCKET O%TO 1% O%TO 1%
i OTHER BORROWER COSTS ! BORROWER'S COUNSEL BORROWER'S COUNSEL
' LENDER REQUIREMENTS
BORRt)t`b ER*r OUT UE POCKET COSTS
i'i) t(, '<'., <,f tht 1)rinCirld .tzllMint 4 the tin.u%,in,.; ,:.in l)c .tt)1)lic 3 to px,- ti)r i.ssu.ul"t C("ts. As a resuh. a BOrru)wcr vv'ill
11()Chc.°t fxl),enties f()t' c<\,t, if the ti?l;ttlCl?l'1is Lirgc' en(w"l) t<) cr)\er issU.ttice \.-ithitl the 21s.
11Fi1Ft.
ELIGIBLE COST`
t'rCtl Cvall\ .!It prt�jc'c't C()dt�, that ;W\e ilElt \'e. 1�c•ttl .IlCU TV1.1 Ji'C elignNC under f0.1cral Llk\ he°!iitiyLirseilIc'nt (>! :U4fT .ilrtacl\'
i:litirrtci lilac .11d()lie tii"'ihit. l)r(lv"icled Ills: S.+rr(mer has.tdOIveci file a,)l)r()l)riatc° rvmhiti(ill of int.!lt to Iil`oMo:t t.!\ eyCtlll)t
n() TM We dMil 1 1I.!v'� .tt'ic°:' tilt COa h." ht:tll inCurrtd.
PROJECT U.\il[TS
Th ' ttL!cii\clt nnamsit'Ct, (,f -,4 111111i<,11 ('r lc•� Th": l)r(,gr:uu i a\aiinhlc t;, .( i t
13Orro o:r, with C ,.;Iu.aing other t?tlan�irt�� r>j)t:(7n ti,r i.F, er {)r<)jc is.
Step 3:
Application And Eligibility Worksheet
ff fy orrr project mets the rrurd mtm require"wnU please complete thefoUmLing
application and efigftlio °worksbeet
APPLICATION AND ELIGIBILITY WORKSHEET
.eet address:
t : State: zits:
muct: i idle: Phone: Eix.
il}2 :c 1 +3) Non Profit Organiz.ttion
tte of Incorponition: State: Primary Actil'Sty:
0 Health Care
0 vduc.ttion
:1 Othel- Specil-•:
PROJECT DEscRLwnON
Cost To Be Financed Address of Project Site:
�. Lind
B. Building °!
C. Equipmen[
TOTAL 5
'112ibitity, Worksbeet Continued on Page 4
3
PUBLIC BENEFIT SUMMARY
Ple.:se brief y summarize the public henefitti of the 5ei1'ices proVided hc° s-our org-.tniz.id,on.
3
i
i
i
5ig;natcire Title D'Ite
i
APPLICATION CHECKLIST
P e.l.e send all of the ollmv in- tits n e c.tn PIVCe'" VOL11' .ippii<atic)t:: �
1. A completed Applic.!tion And Eliaihi€its- Worksheet (,-,his fori:ll.
2. Financi.il `+tatenlents for the three inost recent .incl the CLII'rent \'ear interim?. i
3. A proiect description Including the "0111OWin'T det.iileci (a) et.iuipinent cost's. (b) cor,-
structiCon costs and (c) other pro,ect costs.
4. A x1.500 non-refundahie Applicarion Fee i%iv.ihle to CSAC Finance Corp. This fee will he credi-Led
to Four issu ince costs at closing.
€
SEND COMPLETED a TF�D APPLICATION TO:
1
#P" %J,
(800) 635-3993 Fax (925) 933-8457
(925) 933-9229 California Communities Email:
14-0 ` iiri i Lane. SLiite 400 CALLFCOMM@AOL.COM
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NEW CENTURY CENTER ADMINISTRATIVE SERVICE CE�"TER
Agenda
1/29/99
I. Agenda review
11. Introductions
M. Project updates
A. California. Communities financing possibility
B. Chamberlin Associates proposal
C. Family and Human Services meeting
40/26, 9:00 am at 2500 Bisso Dane, Concord
IV. Creation of 501(c)(3)
A. Select option from Mr. Pederson's letter
B. Create necessary and specific governance structure
C. Define individual agency approval process
D.
V. Next steps
VI. Assignments
VII. Next meeting date
#
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OR-ANIZATION. PHONE
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UJILVr99 14!23 Ml 9252597110 2029-IT DIABLO B Qh02
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Bylaw$ ofxl: �..,- s :x2• ��� , �_�
NEW CENTURY CENTER
ARTICLE 1.OFFICES
Principal Office
Section 1.01. The principal office of the Corporation for its transaction of
business is located at 1070 Concord avenue Suite 2003, in the City of Concord, and
County of Contra. Costa, California 84520.
Change of Address
Section 1.02. The Board of Directors Is hereby granted full power and
authority to change the principal office of the Corporation from one location to
another In California. Any such change shall be noted by the Secretary In these Bylaws,
but shall not be considered an amendment of these Bylaws.
ARTICLE li. MEMBERS
Members
Classes and Qualifications
Section 2,01. This corporation shall have one class of members,
designated as regular. Any person dedicated to the purposes of this Corporation
and approved by the members shall be eligible for membership on approval of the
membership application by the Board and on timely payment of such dues and fees as
the Board may fix from time to time.
Voting Members
Section 2.02. Regular members shall have the right to vete, as set forth
In the Bylaws, on the election of Directors, on the disposition of all or substantially all
of the Corporation's assets, on any merger and its principal terms and any
amendment of those terms, and on any election to dissolve the Corporation. In
addition, those members shall have all rights afforded members under the California
Nonprofit Public Benefit Corporation Law.
4
03/39/99 14:23 FAX 9252397110 2099-MT DIABLO B X03
;;« d .., ,.r'.1+{.� +yz•�•i 'Srrz mer -'r. 'as•, :"°•:. - `` a .d'r' *—ft
Cues, fees, and Assessments
Section 2.03. Ea- ch.-:.'member must pay, within the time and on the
conditions set forth by the Beard, the dues, fees, and assessments In amounts to be
fixed from time to time by the Board. The dues, fees, and assessments shall be equal
for all members.
Good Standing
Section 2.04. Whose members who have paid the required dues, fees, and
assessments in accordance with these Bylaws and who are not suspended shall be
members In good standing.
Causes of Termination of Membership
Section 2.06> A membership shall terminate on occurrence of any of the
following events:
(1) Resignation of the member; on reasonable notice to
the Corporation;
(2) f=ailure of the member to pay dues, fees, or
assessments as set by the Board within thirty (30) days after they become due and
payable,
(3) Occurrence of any event that renders the member
ineligible for membership, or failure to satisfy membership qualifications; or
(4) Expulsion of the member hereunder based on the
good faith determination by the Board, that the member has failed in a material and
serious degree to observe the rules of conduct of the Corporation, or has engaged in
conduct materially and seriously prejudicial to the purposes and interest of the
Corporation.
Suspension of Membership
Section 2,06. A member may be suspended based on the good faith
determination by the Beard, that the member has failed in a material and serious
degree to observe the Corporation's rules of conduct, or has engaged in conduct
2
03/19/99 14:23 FAX 9252587110 2099-XT DIAB .O B 1h04
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materially and seHously prejudicial to the purposes and interests of the corporation.
... A person=whose membership is.suspended shall not be..a
member during the period of suspension.
Procedure for Expulsion or Suspension
Section 2.07. If grounds appear to exist for expulsion or suspension of a
member, the procedure set forth below shall be followed:
(1) The member shall be given fifteen (f 5) days` prior
notice of the proposed expulsion or suspension and the reasons for the proposed
expulsion or suspension. Notice shall be given by any method reasonably calculated to
provide actual notice. Any notice given by mall shall be sent by first-class or
registered mall to the member's last address as shown on the Corporation's records.
(2) The member shall be given an opportunity to be
heard, either orally or in writing, at least five (5) days before the effective date of the
proposed expulsion or suspension. The hearing shall be held, or the written statement
considered, by the Board whether the expulsion or suspension should tape place,
(3) The Board shall decide whether or not the member
should be suspended, expelled, or sanctioned in some other way. The decision of the
Board shall be final.
(4) Any action: challenging an expulsion, suspension, or
termination of membership, including a claim alleging defective notice, must be
commenced within one year after the date of the expulsion, suspension, or
termination.
Transfer of Memberships
Section 2.08. leo membership or right arising from membership shall be
transferred. All membership rights cease on the member's dissolution.
Place of Meeting
Section 2,09. Meetings of the members shall be held at any place within
or outside California designated by the Board or by the =vritten consent of all
members entitled to vote at the meeting, given before or after the meeting, In the
absence of any such designation, members' meetings shall be held at the
3
£33119/99 1.4:23 FAX 9232387110 2099-XT DTAHLO B
Corporation's principal office.
Annual Meeting
Section 2.10, An annual meeting of members shall be held on the first
Monday of February of each year at 10.00 a.m., un.ess the Board fixes another date
or time and so notifies members as provided in these Bylaws. if the scheduled date
fails on a legal holiday, the meeting shall be held the next full business day. At this
meeting, Directors shall be elected and any other proper business may be transacted,
subject to these Bylaws,
Persons Authorized To Call Special Meetings
Section 2.11. A special meeting of the members for any lawful purpose
may be called at any time by the Board or the President or by five percent (5%) or
more of the members.
Calling Meetings
Section 2.12. A special meeting called by any member entitled to call a
meeting shall be called ,by written request, specifying the general nature of the
business proposed to be transacted, and submitted to the President or any vice
president or the secretary of the corporation, The officer receiving the request shall
cause notice to be given promptly to the members entitled to vete, in accordance
with these Bylaws, stating that a meeting will be held at a specified tirne and date
fixed by the Beard, provided, however, that the meeting date shall be at least thirty-
five (SS) but no more than ninety (90) days after receipt of the request. if the notice
is not given within twenty (20) days after the request is received, the person or
persons requesting the meeting may give the notice. Nothing in this Section shall be
construed as limiting, fixing, or affecting the time at which a meeting of members may
be held when the meeting is called by the Board.
Property Business of a Special Meeting
Section 2.13, No business other than the business the generai nature of
which was set forth in the notice of the meeting, may be transacted at a special
meeting,
General Notice Requirements for Members' Meetings
Section 2.14. Whenever members are required or permitted to take any
4
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salon a a meeting, a wr tten not ce c+f t e t'neeting all be given, in accordance with
these bylaws, to each member entitled to vote at that meeting. The notice shall
specify the place, date, and hour of the meeting and, (1) ffor special meeting the ,
+r:. srsr ...a x
�' ` gertdra�l nature of''the f�ustriei�'s'fo be trerisactted, ancf no other business may ire
transacted. or (2) for the annual meeting, those matters that the Board, at the time
notice Is given, intends to present for action by the members, but any proper matter
may be presented at the meeting. The notice of any meeting at which Directors are
to be elected shall include the names of all persons who are nominees when notice is
given.
Notice of Certain Agenda Items
Section 2.15. Approval by the members of any of the following
proposals, other than by unanimous approval by those entitled to vote, is valid only If
the notice or written waiver of notice states the general nature of the proposal or
proposals:
(t) Removing a director without cause,
(2) Filling vacancies on the Board;
(3) Amending the Articles of Incorporation; or
(4) Electing to wird up and dissolve the corporation.
Manner of Giving Notice
Section 2.16. Notice of any meeting of members shall be in writing and
shall be given at least tend (10) but no more than ninety (901, days before the meeting
date. The notice shall be given either personally or by first-classy registered, or
certified mail, or by ether means of written communication, charges prepaid, and shall
be addressed to each member entitled to vote, at the address of the+, member
appearing on the books of the Corporation or at the address given by the member to
the Corporation for purposes of notice. If no address appears on the Corporation's
books and no address has been so giver`, notice small be deemed to have been given if
notice is sent to that member by first-class mail or other written communication to
the Corporation's principal office.
Affidavit of Mailing Notice
Section 2.17. An affidavit of the mailing of any notice of any members`
5
€33/19/92 14:23 FAX 8252587110 2089-XT € IABLO B It 07
muting, or of the giving of such notice by other means, may be executed by the
Secretary, Assistant Secretary, or any transfer %1 of the .corporation, -and .1f,so
executed, shat be filed and maintained n the Corporation's rr33nute�book.
Percentage Required for Quorum
Section 2.18. Fifty percent (50%) of the voting power shalt constitute a
quorum for the transaction of business at any meeting of members.
The members present at a duly called or held meeting at
which a quorum is present may continue to transact business until adjournment, even
If enough members have withdrawn to leave less than a quorum, if any action taken
(other than adjournment) is approved by at least a majority of the members required
to constitute a quorum.
Adjournment and Notice of Adjourned Meetings
Section 2.19. Any members' meeting, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of the
members represented at the meeting, either in person or by proxy. No meeting may
be adjourned for more. than forty-five (45) days. When a members' meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place to whlch the meeting is adjourned ars announced at the
meeting at which adjournment is taken. if after adjournment a new record date is
fixed for notice or voting, a notice of the adjourned meeting shall be given to each
member who, on the record date for notice of the meeting, is entitled to vote at the
meeting. At the adourned meeting. the Corporation may transact any business that
might have been transacted at the original mesting.
Eligibility to Vote
Section 2.20. Subject to the provisions of the California Nonprofit Public
Benefit Corporation Law, members entitled to vote at any meeting of members shall
be regular members in good standing as o! the record date determined under these
Bylaws.
Manner of Casting Votes
Section 2.21. Voting may be by voice or ballot, except that any election
of Directors must be by ballot if demanded by any member at the meeting before the
voting begins.
6
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Voting
Section 2.22. Each member entitled to vote shall be entitled to cast one
vete on each matter submitted to a vote of the members,
Approval by Maority Vote
Section 2,23. If a quorum is present, the affirmative vote of a majority of
the voting power represented at the meeting, entitled to vote and voting on any
matter, shall be the act of the members, unless the vote of a greater number, or
voting by classes, is required by the California Nonprofit Public Benefit Corporation
Law or by the Articles of Incorporation,
Waiver of Notice or Consent by Absent Members
Section 2.24. The transactions of any meeting of members, however
called or noticed and wherever held, shall be as valid as though taken at a meeting
duty held after regular call and notice, If (f) a quorum is present either in person or by
proxy, and (2) either before or after the meeting, each member entitled ,to vote, not
present in person or by proxy, signs a written waiver of notice, a consent to the
holding of the meeting, or an approval of the minutes of the meeting, The waiver of
notice, consent, or approval need not specify either the business to be transacted or
the purpose of any meeting of members, except that if action is taken or proposed
to be taken for approval of any of those matters specified herein, the waiver of
notice, consent, or approval shall state the general nature of the proposal. All such
waivers, consents, or approvals shall be Bled with the Corporate records or made a
part of the minutes of the meeting.
Waiver by Attendance
Section; 2.25. A member's attendance at a meeting shall also constitute
a waiver of notice of and presence at that meeting, unless the member objects at the
beginning of the meeting to the transaction, of any business because the meeting was
not lawfully called or convened. Also, attendance at a meeting is not a waiver of any
right to abject to the consideration of matters required to be included in the notice of
the meeting but not so included, if that abjection is expressly made at the meeting.
Action by Unanimous Written Consent
Section 2.26. Any action required or permitted to be taken by the
7
03/19/99 14:23 FAX 9252567110 2099-Tr DT kBLO 8 Z 09
members may be taken without a meeting, if all members consent in writing to the
action. The written consent or consents shall be filed with the minutes of_:tha
prraceedings of the 'members. ' The action by written consent Shall have the same
force and effect as the unanimous vete of the members.
Action, by Written Ballot Without a Meeting
Section 2.27. Any action except election of directors that may be taker;
at any meeting of members may be taken without a meeting by complying with these
Bylaws,
Soilcitation of Written Ballots
Section 2.28. The Corporation shall distribute one written ballot to each
member entitled to vote on the matter. Such ballets shall be mailed or delivered in
the manner required by these Bylaws. Ali solicitations of votes by written ballot shall
(1) indicate the number of responses needed to meet the quorum requirement; (2)
with respect to ballots ether than for election of Directors, state the percentage of
approvals necessary to pass the measure or measures; and (3) specify the time by
which the ballot mast be received in order to be counted. Each ballot so distributed
shall (1) set forth the proposed action, (2) provide the members an opportunity to
specify approval or disapproval of each proposal; and (3) provide a reasonable time
within which to return the ballot to the Corporation.
In any election of directors, a written ballot that a member
marks "withhold," or otherwise marks in, a manner indicating that authority to vote is
withheld, shall not be voted either for or against the election of a Director.
Number of Votes and Approvals Required
Section 2.29. Approval by written ballot shall be valid only when: (1) the
number of votes cast by ballot (including those ballets that are marked "withhold" or
that otherwise indicate that authority to vote is withheld) within the time specified
equals or exceeds the quorum required to be present at a meeting authorizing the
action. and (2) the number of approvals equals or exceeds the number of votes that
would be required for approval at a meeting at which the total number of votes cast
was the same as the number of votes cast by written ballot without a meeting.
Revocation
Section 2.30. A written ballet may not be revoked.
03/19/99 14:23 F.AX 9252367110 2099-XT DIABLO B 1 10
Section 2.31. All written ballots shall be filed with the Secretary of the
Corporation and maintained in the corporate records for at least three (3) years.
Record date for Notice, Voting, Written Ballots, and Other Actions
Section 2.32, For purposes of determining the members entitled to notice
of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or
entitled to exercise any rights with respect to any lawful action, the board may, in
advance, fix a record date. The record date so fixed
(a) for notice of a meeting shall not be more than ninety
(90) nor less than ten (10) days before the date of the meeting;
(b) for voting at a meeting shall riot be more than sixty
(60) days before the date of the meeting;
(c) for voting by Written ballot shall not be more than
sixty (60) days before the day or which the first written ballot is mailed or solicited;
and
(c) for any other action shad not be more than sixty (60)
days before that action.
Record Date for Notice or Voting
Section 2.33. if not otherwise fixed by the Board, the record state for
determining members entitled (1) to receive notice of a meeting of members shall be
the next business day preceding the day on which notice is given or, if notice is waived,
the next business day preceding the day on which the meeting is held, and (2) to vote
at the meeting shall be the day cin which the meeting is held.
Record Date for Action by Written Ballot
Section 2.34. if not otherwise fixed by the Board, the record date for
determining those member entitled to vote by written ballot shall be the day on which
the first written ballot is mailed or solicited.
9
03/19/99 1.4:23 FAX 92323$7110 2099-NT DI ALO B
Record Date of Other Actions
Section 2.35. It not otherwise fixed by athe _8oardr the record date Jor
determining members entitled to exercise any rights with respect to any other lawful.
action shall be the date on which the ward adopts the resolution relating to that
action, or the sixtieth (60th) day before the date of that action, whichever is later.
Members of Record
Section 2.36, For purpose of these bylaws, a person holding a
membership at the close of business on the record date shad be a member of record.
Proxies
.Section 2.37. Each member entitled to vote shall have the right to do so
either in person or by one or more agents authorized by a written proxy, signed by
the person and flied with the Secretary of the Corporation. A proxy shall be deemed
signed if the member's name is placed on the proxy by the member or the member's
attorney-ln-fact.
Form of Solicited Proxies
Section 2.38. Any form of proxy distributed to a member shall afford an
opportunity on the proxy to specify a choice between approval and disapproval of
each matter or group of related matters and shall provide, subject to reasonable
specified conditions, that when the person solicited specifies a choice with respect to
any such matter, the vote shall be cast in accordance with that specification. In any
election of Directors, any farm of proxy that a member marks "withhold," or
otherwise marks in a manner indicating that authority to vote for the election of
directors is withheld, shall not be voted either for or against the election of a Director.
Requirement That General Naturs of Subject of Proxy Be Stated
Section 2.39. Any proxy covering matters for which a vote of the
members is required, including amendments of the Articles of Incorporation or Bylaws
changing proxy rights; certain other amendments of the articles of incorporation,
removal of Directors without cause; filling vacancies on the Board of Directors; the
sale, lease, exchange, conveyance, transfer, or other disposition of all or substantially
all of the corporate assets, unless the transaction is in the usual and regular course
of the corporation's activities; the principal terms of a merger or the amendment of a
merger agreement; or the election to dissolve the Corporation, shall not be valid
10
03/19/99 14023 FAX 5282587118 2889-3("i' DIABLO B Ptd 12
• - .» r '�'c.'. m. 4 s.8f Wit-
unless the proxy sets forth the general nature of the matter to be voted on or, with
respect to an election of Directors, the proxy lists those who have been nominated at
the time the notice of the vote is given to the members.
Revocability
Section 2.40. A validly executed proxy shall continue in full farce and
affect until (a) revoked by the member executing it, before the vote is cast under that
proxy, (i) by a writing delivered to the Corporation stating that the proxy is revoked,
or (ii) by a subsequent proxy executed by that member and presented to the
meeting, or (iii) as to any meeting, by that member's personal attendance and voting
at the meeting; or (b) written notice of the death or Incapacity of the maker of the
proxy is received by the Corporation before the vote under that proxy is counted,
provided, however, that no proxy shall be valid after the expiration of eleven (11)
months from the date of the proxy, unless otherwise provided in the proxy. except
that the maximum term of a proxy shall be three (3) years from the date of
execution. A proxy may not be irrevocable.
ARTICLE Ill. DIRECTORS
Number
Section 3.41. The Corporation, shall have not less than fifteen (15) nor
more than twenty-one (21) Directors. The exact number of Directors shall be fixed
from time to time, within the lirnits specified In this Bylaw by an amendment to this
Bylaw duly adopted by approval of the Directors.
Qualifications
Section 3.02. The Directors of the Corporation shall be residents of the
Stats of California,
Terms of Office
Section 3.03. The initial Directors of the Corporation shall be appointed
by the incorporator, to serve until elected at the first meeting of the Members. At
that meeting, fifteen (15) to twenty-one (21) Directors will be elected to serve.
Each member shall always be entitled to elect three
Directors, which shall include each Member's Executive Director, or similarly situated
counterpart, the Rresiderst of its. Board of [directors and a third nominee. The final
11
03/19/99 t4<23 FAX 9232587110 2099-�rt DTABLO B 13
three Directors shall be nominated and elected by the members, or in case of their
failure to do soh by the existing Board of Directors,
Each Director elected at subsequent meetings shall hold
office for a term of one year from the date of the Director's election, and until the
Director's successor is elected and qualities under these Bylaws. In the event a
Director is removed at a special meeting called ;ander these Bylaws, the Director shall
hold office lentil his or her remcva? and his or her successor is elected and qualifies,
and no longer.
Nomination
Section 3.04. Any person qualified to be a Director under Section 3.02 of
these Bylaws may be nominated by the method of nomination authorized by the
Board or by any other method authorized by law.
Election
Section 3.05. The Directors shall be siected at each annual meeting of
Members as prescribed by these Bylaws, by written ballot as authorized by these
Bylaws. The candidates receiving the highest number of votes up to the number of
Directors to be elected are elected. erectors snail be eligible to serve no more than
two consecutive terms of one yea, each, with the exception of thte Executive Director
and President of each Member, who may be eligible for reelection without limitation or
the number of terms tie or she may serve, provided lie or she continues to rneet the
qualifications required by Section 3,02 o` these Bylaws.
Compensation
Section 3.06. The Directors shall serve without compensation.
Place of Meetings
Section 3.07 All meetings of the Board shall be held at the principal office
of the Corporation as specified in »hese Bylaws or as charged from time to time as
provided in these Bylaws.
Time of Regular Meetings
Section 3.03 Regular meetings of the Board shall be held, without call or
notice, on the second Mo^day of every quarter, at 10:00 a.m., at the principal office
. 3
03/19/99 14:23 FAX 9232567110 2099-XT DIABLO 8 �1#
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of the Corporation.
Special Meetings
Section 3.09 Special meetings of the Beard may be called by the
President, Vice-President or the Secretary or any two (2) Directors. Special m-eetings
shall be held on three (3) days' notice by first class mail, postage prepaid, or on
twenty-four (24) hours` notice delivered personally or by telephone or fax. Notice of
the special meeting need not be given to any Director who signs a waiver of notice or
a written consent to holding the meeting or an approval of the minutes thereof,
whether before or after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of such notice to such Director. All
such waivers, consents, and approval shall be Bled with the corporate records or
made a part of the minutes of the meetings.
Quorum
Section 3.10 A majority of the authorized number of Directors
constitutes a quorum of the Board for the transaction of business, except as
hereinafter provided.
Transactions of Board
Section 3.11 Except as otherwise provided in these Bylaws, or by law,
every act or decision done or made by a majority of tw¢ Directors present at a
meeting duly held at which a quorum is present is the act of the Board, provided,
however, that any meeting at which a quorurn was initially present may continue to
transact business notwithstanding the withdrawal of Directors if any action. taken is
approved by at least a majority of the required quorum for such meeting,
Conduct of Meetings
Section 3.12 The President or, in his or her absence, any Director
selected vy the Directors present shall preside at meetings of the Board of Directors.
The Secretary of the Corporation or, in the Secretary's absence, any person
appointed by the presiding officer snail act as Secretary of the Board. Members of
the Beard may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating 'n such meeting can
hear one anotr.Er. Such participation shall constitute personal presence at the
meeting.
' 3
03/19/99 14:23 FAX 925256710 2099-WT DTARLO B
d .
Adjournment
Section 3.13 A majority of the Directors present, whether or not a
quorum is present, may adjourn any meeting to another time and place. if the meeting
is adjourned for more than twenty-four (24) hours, notice of the adjournment to
another time or place must be giver, prior to the staring time of t<ne adjourned
meeting to the Directors who were not present at the time of tine adjournment.
Action Without Meeting
Section 3.14, Any action required or permitted to be taken by the Board
may be taken without a meeting, if all members of the Board individually or collectively
consent in writing to such actions. Such written consent or consents shall be filed with
the minutes of the proceedings of the Beard. Such action by written consent shah
have the same force and effect as the unanimous vote of such Directors.
Removal of Directors for Cause
Section 3.1 S. The Board may declare vacant the office of a Director on
the occurrence of any of the following events;
(a) The Director has been declared of unsound mind by a final order of court;
(b) The Director has been convicted of a felony; or
(c) The Director has been found by a final order or judgment ;f any court to
have breached duties imposed by Section 7235 of the Corporations Code on
Directors who perform functions with respect to assets geld in charitable trust or
(d) The Director has failed to attend three (3) meetings of the Board within
any twelve (12) month period.
Removal of Directors Without Cause
Section 3.1 S. Any or a:i of the Directors may be removed without cause
if such removal is approved by a majority of Directors.
Resignation of Director
Section 3.17. Any Director may resign effective on giving written notice
to the president, the Secretary, oe the Beard of Directors sof the Corporation, unless
14
03/19/99 14:23 FAX 9252SE7110 2099-XT DI ABLO B Zia
41
the notice specifies a later time for the effectiveness of such resignation. if the
resignation is effective at a future time, a successor may be elected to take office
when the resignation becomes effective.
Causes of Vacancies in the Board
Section 3.18. Vacancies on the Board of Directors shall exist on the
death, resignation, or removal of any Director, whenever the number of Directors
authorized is increased; and or the failure of the members in any election to elect the
full number of Directors authorized.
Filling Vacancies by Directors
Section 3.19. Except as otherwise provided in these Bylaws and except
for a vacancy created by the removal of a Director pursuant to these Bylaws,
vacancies on the Board of Directors may be filled by approval of the Board of
Directors, or, if the number of Directors then in office is less than a quorum, by (1 j
the unanimous written consent of the Directors them in office; (2) the affirmative vote
of a majority of the Directors then in office at a meeting held pursuant to notice or
waivers of notice as provided in these Bylaws; or (3) a sole remaining Director.
ARTICLE IV.OFFICERS
Dumber and Titles
Section 4. 31. The officers of the Corporation shall be a President, a
Vice-President, a Secretary, a Chief Financial Officer, and such other officers with such
titles and duties as shall be deter^nined by the Board and as may be necessary t o
enable it to sign instruments. The President is the general manager and chief executive
officer of the Corporation. Any number of offices may be held by the same person.
Appointment and Resignation
Section 4.02. The officers shall be chosen by and serve at the pleasure of the
Board, subject to the rights; if any, of an officer under any contract of employment.
Any officer may resign at any time or. wrIttert notice to the Corporation without
prejudice to the rights, if any, of the Corporation under any contract to which the
officer is a party.
15
03/14 '99 14:23 FAX 925256/110 2099-AT DI BLO B
g; : c.e°*'! �1 #•'. €s..-gym.,.;..e. .:,:-•. «>zo-�r .. .-*'. �"'. +'�'i`'*':� ";t*bv*�i.3 .5 +',t'" : '°:"', ,tlr,l '-1 ""P°'"* * •' :'+ '
ARTICLE V.CORPORATE RECORDS AND REPORTS
Keeping Records
Section 5,€ 1. The Corporation shall keep adequate and correct records of
account and minutes of the proceedings of its members, Board, and committees of
the Beard. The minutes shall be kept in written form. Other books and records shall
be kept in either written form or in any other ,form capable of being converted into
written form.
Annual Report
Section 5.42. An annual report may be prepared not later than one hundred
and twenty (124) days after the close of the Corporation's fiscal year. The annual
report shall contain in appropriate detail the following: (1) a balance sheet as of the
and of such fiscal year and an income statement and statement of changes In financial
position for such fiscal year, and (2) any information concerning certain transactions
and indemnifications required by Corporations Code Section 8222 . The annual report
shall be accompanied by any report thereon of independent accountants or, If there is
not such a report, the certificate of any authorized officer of the Corporation that
such statements were prepared without audit from the books and records of the
Corporation.
Annual Statement of Certain Transactions and Indemnifications
Section 5.03. Tike Corporation may prepare annually a statement of any
transaction or indemnification described in Corporations Code Section 8322(d) and
(a), if such transaction or indemnification took place. Any such annual statement shall
be affixed to and seat with any annual report described in Section 5.02 of these
Bylaws.
I hereby certify that I am the duly elected and acting Secretary sof said
Corporation and that the foregoing Bylaws, comprising sixteen (16) pages, constitute
the Bylaws of said Corporation as duly adopted at a meeting of the Board. of
Directors thereof Feld on
Dated: . ---------- 1999
Secretary
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03/19 99 14:23 FAX 9252587110 2099-`(T DTABLO $ Zia
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ARTICLE V.CORPORATE RECORDS AND REPORTS
Keeping Records
Section 5.01, The Corporation shall keep adequate and correct records of
account and minutes of the proceedings of its members, Board, and Committees of
the Board. The minutes shall be kept in written form. Other books and records shall
be kept in either written form or in any ether form capable of being converted Into
written form.
AnnualReport
Section 6.42. An annual report may be prepared not later than one hundred
and twenty (120) days after the close of the Corporation's fiscal year. The annual
report shall contain in appropriate detail the following: (1) a balance sheat as of the
and of such fiscal year and an income statement and statement of changes in financial
position for such fiscal year; and (2) any information concerning certain transactions
and indemnifications required by Corporations Code Section 8322 . The annual report
shall be accompanied by any report thereon of independent accountants or, if there is
not such a report. the 'certificate of any authorized officer of the Corporation that
such statements were prepared without audit from the books and records of the
Corporation.
Annual Statement of Certain Transactions and indemnifications
Section 5.03, The Corporation may prepare annually a statement of any
transaction or indemnification described in Corporations Code Section 8322(d) and
(e), if such transaction or 'indemnification took place. Any such annual statement shat;
be affixes: to and sent with any annual report described in .Section 5. 12 of these
Bylaws.
I hereby certify that I am the duly elected and acting Secretary of said
Corporation: and that the foregoing Bylaws, comprising sixteen (16) pages, constitute
the Bylaws of said Corporation as duly adopted at a meeting of the Board of
Directors thereof held on 1999.
Dated:
Secretary
16
1603
FES 241999
ARTICLES OF INCORPORATION
���ONES,Secretaryot State
OF
NEW CENTURY CENTER
The name of the corporation Is NEVA' CENTURY CENTER.
ii This corporation Is a nonprofit public benefit corporation and is not
organized for the private gain of any person. It is organized under the Nonprofit
Public Benefit Corporation Law of California exclusively for public and charitable
purposes.
The public and charitabis purposes of the corporation are to operate a
nonprofit organization to assist nonprofit corporations which provide needed health
and human services for people and families, within the meaning of Section 601(c)(3)
of the Internal Revenue Code of 1954 or the corresponding provision of any future
United States internal revenue law. Notwithstanding any other provision of these
articles, this corporation small not, except to an insubstantial degree, engage in any
activities or exercise any powers that are not in furtherance of the purposes of this
corporation, 'and the corporation shall not carry on any other activities not permitted
to be carried on (1) by a corporation exempt from federal income tax under Section
501(c)(3) of the Internal Revenue Coote. of 1964 or the corresponding provision of any
future United States Internal rarvenue law, or (2) by a corporation, contributions to
1
uj/utsfvii 13:13 FAX $252587110 2099-MT BIaBLO B X04
which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or
the corresponding provision of any future United States Internal revenue law.
111 The name and address in California of the corporation's Initial agent for
service of process is
MERLIN WEQEPOHL
1070 Concord Avenue, Sults 200
Concord, .California 94524
IV (a) No substantial part of the activities of this corporation $hall consist
of lobbying or propaganda, or otherwise attempting to Influence legislation, except as
provided in Section 541(h) of the Internal Revenue Code of 1986, and this corporation
shall not participate In or Intervene in (including publishing or distributing statements)
any political campaign on behalf of any candidate for public office.
(b) All corporate property is Irrevocably dedicated to the purposes set
forth In Article Two, above. No part of the net earnings of this corporation shall inure
to the benefit of any of its directors, trustees, officers, or to Individuals.
(c) On the winding up and dissolution of this corporation, after paying
or adequately providing for the debts, obligations, and liabilities of the corporation,
the remaining assets of this corporation shall be distributed to such organization (or
organizations) organized and operated exclusively for charitable purposes, providing
a
needed health and human services to people and families, which has established Its
tax-exempt status under Section 541(c)(3) of the Internal Revenue Code of 1954 or
the corresponding provision of any future United States internal revenue law and which
2
0Y09/99 13:13 FAX 9252387110 2099-XT DIABLO S
has established its tax-exempt status under Section 23701 d.of the California Revenue
and Taxation Code or the corresponding section of any future California revenue and
tax law.
IN WITNESS WHEREOF, the undersigned, being the Incorporator of Ni
CENTURY CENTER, has executed these Articles of incorporation on February 0,
MERLIN M
e
3
EAST BAY BBC 4002
VVELZS FARGO
March 4, 1999
1298=_. I Qh Street,Suite 32C
$aR`..Ed CVC,CA 94577
Shelter,Inc,The newly formed NON-PRO [T)'
Merlin Wcdepohl
1070 Concord Avenue S=atie 200
Concord, CA 94320
Dew Martin Wedepohi
Congrat lationsl You have been pre-quali:ted for a 5 1.481,250 REALESTATE PURCHASE.
Your pre-qualification is valid until June 1, 1999 and gives you the opportunity to locate and negotiate a sates
transaction for business proper:y. Based on&,e information provided on your business loan application,the following
outlines the terms of your pre--qualification.
Type of Business Real Estate Loan: corfoirm, in&Fteaiestate Purchase
Subject To: • Receipt and satisfactory review by Wei':, Fargo of a completed Wells Fargo Equity Addendum
which provides information on the property offered as collateral
• Acceptance by you of Wells Fargo=s offer to issue a real estate loan which will be outlined in a
ccmTritment letter no later than the expiration date of this pre-qualification
• Satisfactory property appraisal
• Acceptable utle insurance
• Completion of Welis Fargo Bank loan documents
• No material adverse change in your financial condition
• towner occupancy of J!%or greater
• Loan-to-value not to exc'ted 750A
• Net stabilized 'income:must cover proposed real estate loan debt service 1.23 times
3 YEARS OF OFER-kTINC AUDITED STATEMENT S AND rNTERIMS ON ALL OF THE
NON-PROFITS THAT PLAN TO PARTICIPATE.
Once you have docided on a business property and submitted an Equity Addendum, 1 will contact:you with a credit
decision.
If you have any questions about your pre-qualification, pleas.; contact rete:.
I look forward to assisting you with all or your business loan needs.
Sincerely,
dark,%. Lytle
Commercial Lunn Offlccr
v:gquli Rev 3,9,4$
annus on Neye•c Nov
16) LIQUrDATED DANIAGES: BY PLACING THEIR INITIALS DIMEDIATELY
BELOW, BUYER ANIS SELLER AGREE THAT IT WOULD BE TVIPRAC TICABLE OR,
EXTREMELY DIFFICULT TO FLK ACTUAL DAIMAG ' THE EVENT OF A
DEFALTT BY BUYER, 'T'HA`I` THE AMOUNT OF BUYER'S DEPOSIT HEREUNDER
(AS SAME MAS' BE INCREASED IIS THE "I ERNIS HEREOF) IS THE PARTIES
REASONABLE ES'TL TATE OF SELLER'S DAMAGES IN THE EVENT OF BUYER'S
DEFAULT, AND THAT UPON BUYER'S DEFAULT IN ITS PURCHASE
OBLIGATIONS UNDER THIS AGREEMENT, NOT CAUSED BY ANY BREACH BY
SELLER, SELLER SHALL, BE RELEASED FROM ITS OBLIGATIONS TO SELL THE
PROPERTY Y AND SHALL RETAIN BUYER'S DEPOSIT (AS SAME. MAY BE
INCREASED BY THE 'TERMS HEREOF) AS LIQUIDATED DAMAGES, WHICH
SHALL RE SELLER'S SOLE AND EXCLUSIVE REMEDY IN LAW OR EQUITY FOR
BUYER'S DEFAULT.
I
7) BUYER'S/SELLER'S AGENT: It is understood and agreed that C RJE MULLADE
and VICKI' DE �'Q�t.�NG OF C.�RUBB EL LL C�3 ANY represent the SELLER, and IRA K.
CsLASSER, a licensed real estate broker, represents the BUYER (collectively, said agents and
Brokers are referred to herein as `Brokers.") SELLER will pay a commission equal to Live percent
ON of the Purchase price herein to GRUTBB & `✓LLIS CQ A'Y, which will pay an amount
equal to two percent (2%) of the purchase price herein, at close of escrow, to A K. C;LAASSE ,
which amount may be credited to Buyer instead of IRA K. GLASSER.
l s) ARBIT&kTION OF DISPUTES: If a controversy arises with respect to the subject
matter of this Purchase Ag eement or the transaction contemplated herein (including but not
limited to the parties' rights to the Deposit or the payment of commissions as provided herein),
Buyer, Seller and Brokers agree that such controversy shall be settled by final, binding arbitration
in accordance with the Commercial Arbitration Rules ofthe American Arbitration A.ssodation, and
Judgment upon the award rendered 'by the arbitrator(s) may be entered in any court having
,;urisdiction thereof.
Notice: By initialing in the space below you are agreeing to have any dispute arising out of the
scatters induced in the "Axbitration of Disputes" provision decided by neutral arbitration as
provided by California law and you are giving sap any rights you might possess to have the dispute
litigated in court by jury trial. By initialing in the space below you are giving up your judicial
rights to discovery and appeal, urdess such rights are specifically included in the "Arbitration of
Disputes" provision, €f you refsise to submit to arbitration after agreeing to this provision, you may
be compelled to arbitrate under the authority of the California Code of Civil Procedure. Your
egreerw:ent to this arbitration provision 's voluntary.
We have read and understand the foregoing and agree to sub—ins, disputes arising out of the
*utters included it the"A.rbitra6on of Disputes" provision to neutral arbitration.
6
a 9) SUCCESSORS & ASSIGNS: This Agreement and any addenda hereto shall be binding
upon and inure to the benegit €f the heirs, s ueaessors, agents, representatives and assigns of the
parties hereto.
20) ATTORNEYS' FEES- in any litigation, arbitration or ether legal proceeding which may
arise between any of the parties hereto, including Brokers, the prevailing party shall be entitled to
:recover its costs, including -costs of arbitration, and reasonable attorneys' fees in addition to any
other relief to which such party may be entitled,
2 L} TVVIE- Time is of the essence of this Agreement.
2 ) NOVICES; Ail notices required or permitted hereunder shall be givers to the parties in
writing (w th a copy to Brokers at their respective addresses as set forth below. Should the date
upon which any act required to be performed by this Agreement fall on a a.tut-day, Sunday or
holiday, the time for performance shall be extended to the next business day.
13) FOREIGN INVESTORDISCLOSURE: Seiler and Buyer agree to execute and delis°er
any instrument, afl"davit or statement, and to perform any act reasonably necessary to carry out the
provisions of the Foreign Investment its Peal property Tax Act and regulations promulgated
thereunder.
24) REPRESENTATIONS AND WARRANTIES OF SELLER: Seller hereby represents
and warrants to Buyer as follows:
(a) Seller has full€ right, power, and authority to execute, deliver, and pe for n
this agreement, and the execution, delivery and performance of this Agreement by
Seller will not violate or constitute a breach }under the terms of(:) any contract or
other agreement to which Seller is a party or by which Seller is bound-, (ii) any court
order, injunction, stay, or similar matter to which Seiler is subject or by which
Seller is bound; (iii) any law, regulation, ordinance, or ruling of any federal, state,
or local government, agency, or beard which has any jurisdiction over Seller.
(b) To the best of Sellers cnowledge, the use and operation of the property now
is, and at the time of dosing will be, in full compliance with applicable building
codes, environmental, zoning and land use laws, and other applicable local, state
and federal laws and regulations.
(c) To the best of Sellers knowledge, the survey, plans, specifications, Leases,
income and expense statements, and all other contracts or documents delivered to
Buyer pursuant to this Agreement are true, correct, and complete copies thereof
and are and at the time ofCiosing will be in Bali force and effect, without default by
(or notice of default to) any party.
7
(d) To the best of Sellers knowledge, Sellers do not have knowledge of any
condemnations environmental, zoning or other land-use regulation proceedings,
either instituted or planned to be instituted, which would detrimentally affect access
to the Property, the use and operation ofthe Property for its intended purpose, or the
value of the Property, nor has Seller received notice of &-y special assessment
proceedings at ecting the Property.
Ee) Tc the best of Sellers knowledge, all water, sewer, gas, electrical, telephone,
and drainage facilities and a`=I other utilities rewired by law or by the normal use
and operation of the Property are and at the time of Closing have been installed and
connected pursuant to valid permits, and are at the time of Closing will be adequate
to service the Property and to permit full cornpliance with all requirements of Iain
and normal usage of the Property by the users thereof
(f) To the best of Sellers knowledge, all heating, air-conditioning, ventilating,
electrical, and plumbing systems on the Property are ='"r—de -s n in good
working order, and the roofs, walls, and foundations o all improvements and
structures located on the Property are in good condition° and repair.
(g) To the best of Sellers knowledge, there are no outstanding requirements or
recornmendations by any insurance company that has issued or declined to issue a
policy of insurance with respect to the Property, or by any board of fire underwriters
or other body exercising similar functions or by the beneficiary of any deed of trust
covering the Property requiring or recommending any repairs or work be done to
the Property.
N T o the best of Sellers knowledge, true and correct copies of the leases,
including a;: agreements, amendments, uaranties, side letters and tither documents
relating thereto, shall be delivered to Buyer and tither documents relating thereto,
shall be delivered to Buyer pursuant to Paragraph 7 hereof and there are no other
agreements its or other documents, `Nritteri or oral, nor any consideration, between the
Parties external to any silica agreements, amendments, guaranties, side letters, or
other documents. The leases are in 'Ull force and effect, Seller is not in default in
any of its obligations thereunder, Seiler has no knowledge of any default by the
tenants thereunder of their obligations, including without limitation Payment of refit
and other charges, and no event has occurred that, with the giving of notice or
passage oftirte or both, would constitute a default by the tenants thereunder. Seiler
has not knowledge of any adverse financial condition affecting any tenant under any
of the leases that couldd impair its ability to satisfy its obligations thereunder.
(i)
As of the Closing; (i) the security deposits and rental amounts under the
:eases gill be as set forte in the Teases, till, the tenants shall not have paid any rent,
fees, or other charges for .-lore than one rnonth in advance; Oli) the tenants shall not
be entified to any free rent, abatement of rent, or similar concession after the
is
Closing; and (iv) there shall be no arrangements under which Seller or any of the
partners or affiliates of Seller are paying or reimbursing any rents or other amounts
payable under the leases.
0) The Property shall be described in the preliminary title report, which shall
be provided by First Knerican Title as per paragraph 9 5 of this contract.
(k) To the best of Sellers knowledge, any promotional material and investment
information pertaining to the Property that has been delivered to Buyer is true,
correct, and complete, is not misleading, and no inforrnation that would adversely
affect the value or usability ofthe Property has been intentionally omitted.
(i) To the best of Sellers knowledge, all required permits and approvals,
including building and use permits, were obtained for the construction: use,
occupancy, and subdivision of the Property; the Property is zoned for the intended
use by the zoning jurisdiction in which it is located, and the Property is in
compliance with all conditions and requirements of any building permit, use permit,
subdivision approvals, and zoning restrictions and complies with the requirements
ofall conditions, covenants, and restrictions applicable to the Property.
(m) To the best of sellers knowledge, there is no litigation pending or threatened
against Seller or any basis therefor that arises out of the ownership or use of the
Property or that ;night detri�m:entally affect the use or operation of the Property for
its intended purpose or the value of the Property, or adversely affect the ability of
Seller to perform. its obligations under this agreement.
(n) At the time of Closing there will be no outstanding contracts made by Seller
for any improvements to the Property which have not been fully paid for and Seller
I&! cause to be discharged all mechanics' or rnatenalme:i's liens arising from. any
tabor or materials ttsrnsshed to the Property prior to the timme of Closing.
(o) To the best of Sellers knowledge, Seller knows of no facts nor has Seller
failed to disclose any fast which would prevent the Property corn being operated
ager Closing in the same man"r as on the date hereof.
(p) Se€ler is not a 'foreign person" within the meaning of Section 1445 Q (31)
of the Internal Revenue Code.
(p) This is to confirm, the Seller has owned the Property for past 2 years. The
Seller shall provide Buyer with a Phase One Environmental report for review and
approval of Buyer. 4�' i : . .
F
9
Mft
: r ' r
and
a. .e. a ' • e �rti i; � r
ef
�. • a >
25) RiDEMNINCATION: Seller hereby agrees to indemnify Buyer and Buyer hereby
agrees to indemnify Seller and its agents or employees. The parties each agree to hold the odder
party harmless from and against any acid all claims, demands, liabilities, costs, expenses, penalties,
damages and losses, including, without limitation, reasonable attorneys' bees, resulting from the
ownership of the other party, use, or operation of the Property or from any misrepresentations or
breach of warranty or breach of covenant :Wade by either party in this Agreement or in any
document, certificate, or exhibit given or delivered to either party in connection with this
Agreement.
26} BUYER'S CONSENT TO NEW CONTRACTS AFFECTING THE PROPERTY:
Seller shall not, after the effective date of this Agreement, enter into, terminate, or modify any
lease, contract, or agreement affecting the Property or the operation thereof after the Closing, or
waive any rights of Seller thereunder, without in each case obtaining Buyer's prior written consent
thereto.
27) ADDENDA: Any addendum attached hereto and either signed or initialed by the parties
shat: be deemed a part hereof. This Agreement, including addenda,, if any, expresses the entire
agreernent of the parties and supersedes any and all previous agreements between the parties with
regard to the Property. There are not other understandings, oral or written, which in any way alter
or enlarge its termns, and there are no warranties or representations of any nature whatsoever, either
expressed or implied, except as set forth herein. Any :future :modification of this Agreement will be
effective only if it is in writing and signed by the parties.
28 EXCHANGE: Sellers have elected to exchange other regi property for the Property, and.
this transaction shall be an -exchange and not a sale of property. Seller and Buyer shall
consult with their legal and tax advisors regarding the proper structure, risks and be:efts of
the exchan,ge(s). Within 45 calendar days of Mutual execution, the parties, together with
their advisors, will wort in good faith to execute appropriate additional documentation to
structure and docurrent this exchange transaction. The exchange shall be at no additional
expense or hability to Buyer.
10
29) ACCEPTANCE AND EFFECTIVE DATE: Buyer's signature hereon constitutes an
offer to Seller to purchase the Property on the terms and conditions set forth herein. Unless
acceptance hereof is made by Seller's execution of this Agreement and delivery of a fully
executed copy to Buyer, either in person or by nail at the address shown below, on or
before March 12, 1999, this offer shall be null and void, the Deposit shall be returned to
Buyer and neither Seller nor .Buyer shall have any farther rights or obligations hereunder.
Delivery shall be effective upon personal delivery to Buyer or Buyer's agent or, if by mail
on the next business day following the date of postmark. The `bEffiective Date" of this
A.greemen t shall be the tater of(a) the date on which Seller executes this Agreement, or(b)
the date of or written acceptance (by either Buyer or Seiler) of the final counter-offer
submitted by the other party.
30) ACK` OWLEDGEt`4LE T: This is to confirm the Buyer has been an existing tenant of
the Property for the last I I consecutive years.
3)1) GOVERNING LAW: This Agreement shall be governed by and const^:.sett in accordance
with the laws of the State of California.
32) OTHER TER-NIS AND CONDITIONS:
THE PARTIES ARE ADVISED TO CONSULT T�IEIRR RESPECTIVE ATTORNT—YS WITH
REGARD TO THE LEGAL., EFFECT AND VALIDITY OF TIUS PURCHASE AGREEMENT.
The undersigned Buyer hereby offers and agrees to purchase the above described Property for the
price and upon the terms and conditions herein stated.
This offer is made by Buyer to Seiler on this ' day of March, 1999. The undersigned Buyer
hereby acknowledges receipt of an executed copy of this Agreement.
BUYER: SHELTER,TER, INI C., or Assignee
By € �-tt- 9:t" Bate: MarcVi 1999
A
ADDRESS: 1070 Concord Ave4e
Concord, California 94520
SELLER: 1070 PI-II(C}PERTIES
it
Date: March , 1999
ADDRESS.
/ J
SELLER'S BROKER: GRUBB & :LLIS COMPANY,.
By Date: March 1999
By Dated March 1999
Address: 1646 N. California Blvd., Ste 500
Walnut Creek, California 94596
BUYER'S BROKER: Date: March. 1999
IRA IC, GLASSER
Address: 101'2 Kirkham Street, 141
Sar; Francisco, Californm 94 122
12
8SFa6.6 dai78 K�r� d4 i riC4r.
NAME IZAT ON PHONE
r � f`
CHAIMBERLIN ASSOCIATES
NEW CENTURY CENTER
February 16, 1999
EXECUTIVE SUMMARY
Building Size: 30,000 SF
Construction Type: Single-story, Concrete-tilt
Glass on three sides
Development entDuration: Sixteen Months
Total Project Cast: $4,324,796
Land Cast: $1.2 FSF
Project Financing: 100%
Debt Services $27,865 per month
$0.93 per month,/SF
Operating Expense: $0.46 per month,/SF
Full Service Cost to Own: $1.39 per month/SF
CHAIMBERLIN ASSOCIATES
PROJECT ANALYSIS MOOED
GENERAL INFORMATION
Project Name- New Century Center Date: 2/16/99
Developer: Chamberlin Associates File Dame: NCC. L
PROJECT INFORMATION
Building Size: 30,000 Land Area: 2.35
Office Area, 28,5€0 Land price. $12.00 $1,228,392
Warehouse Area: 1,500 Assessment $0.00
Const. Interest Rate: 8.25% Net Land: $12.001 $1,228,392
Const.Term: 9 Coverage: 29.31%
PROJECT BLMGET
Land: 2&6% $41.18 $1,235,392
Site& Offsite In pv ts: 0.0% $0.00 $0
Building Shell: 25.7% $37.30 $1,110,000
Tenant Allowances: 19.8% $28.501 $855,000
Financing: 4.0% $5.77 $173,000
Interest Expense: 3.8% $5.44 $1.63,172
Direct Expenses: 103.2% $14.76 $442,732 �
General and Admin: 5.0% $7.25 $217,500 �
Development Fee: 3.0% $4.27 $128,00303
Total Project Cost: 100.0% $144.16 $4,324,796
PROJECT FINANCING
Loan Amount: $4,324,796 Annual Debt Serv: $334,377
Interest Rate: 6.00%% Mthly Debt Ser°v: $27,865
Amortization Term: 25 Mthly DS/SF: X03.93
CHAMBERLIN ASSOCIATES
NEW CENTURY CENTER
February 16, 19"
lAnd Sensitivity Analysis
Lead east(psi)
Prqject Budget $4,086,597 54,324,79E $4,564,495
per square foot $136 $144 $152
Loma Amount $4,086,597 $4,324,796 $4,564,495
Annual Debt Service(6%) $315,960 $334,377 $352,904
Deist ServicetWithiff $0.88 5€x,93 $0.98
Annual Debt Service(5%) $304,653 $322,411 $340,280
debt 8� icthl'sF 50.85 $0.90 50.95
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Chamberlin Associates
New Century Center
Estimated Operating Expense
Project Size: 30,000
Budget
Per
Budget Sq Foot
Sewer/Water $360-00 $0.0120
Insurance $360M $0.0120
',Taxes $4,256. 7 $0,1413
Trash $750.00 $0.0250
Fire Sprinkler€ tection 54$.00 $0.0016
Exterminator $27.00 $0.0009
nds pe $750..00 $0.0250
Management F $0.00- $0.00.30
Sub-Tectal (Net to Gress Conversion) $6,551.87 $0.2184
Electricity $3,000.00 $0.1000
Janitorial $3,750.00 $0.1250
Maintenance $600.00 $0.0200
Sub-Total (Conversion to Tull Service) $7,350.00 $0.2450
Total Operating Expense $13,901.37 $0.4634
��r°� fx •+a+ ..t"R'$. ,a•.,o,..Rrri"S': +4 �°"�,',* � °,,:;y C" -. � '.
;ate ..S• ,
tebruary 19,d 1999 V
• racy Aa McWilliams
"California Tracy .Co unities
Zech P • 1470 Maria Lane, Suit6 400
-Walnut Creek, CA 94596
low
-Dear Mr. McWilliams: �
Please find ofir appq .cition for ' fundi;ig ,of our New
i Teas. Century Centgr adminiAtrative services center.
Thank you for t inn*the time to discus this application ,
(Oath with this week by telephone. . A we .ihare with yqu, we
request that you. review -his .pplic'atior. w#4 several.:
different options in nd.
8
Our finer • option. as to . purchase and kefurosh 1070
Concord Ave with 100V financing' under .the o ership, of-
New
f-
e Century ,Center. We understand -that this may be n
issue, since the property will ziot id edi ately occupied
by aO* non-profit tenants., .
Secondly, please review if SHELTEI., Inc..'= could qualify to
DUrch .se -this hui.ldi q and what that financing scenario
wou'!L d look like.
Thirdly, please e r 'oats the opts e nd of financing a ne
building With all non-profits occupying the sttnuct rp at
;-me of completion..
.6 . ap reciate ydu .being so flexible' with us in you review
of this application. I look forward to hearing ,f rorr.`•yoga
soon. Don' t hesitate to contact me or Ira-Glasser ,(415-
664-9218)
1 -664-9218) if you have any questions.
y ,
Sincerely,
t.eir11n Gley. ohs '
xecutivve lirector
Attachments d +Gz"ahb&Ellis purchase acceptance agreement
*1070 Concord Ave• profile
*Chamberlain n Associ.ates new hui.1 ding
proforma.
1070 Concord.Abvenut,Suite 200,Concord,CaWormia 4520
Tef4hone( .$). 98-Fax(925)827-
Step 3:
Application And Eligibility Worksheet
yymrrprTea rneets the mirdmem r mer"please camthe,fe ug
a eligibt7fty ivorksbeet
APPLICATION AND ELIGIBILITY WORKSHEET
New Century Center
5: 1Q7 Cxcrrd avette — —
wf Concord scare: Cal-fcrb is 2;P; 945203
.r�r'= €erl t ecie t hl �C a r, ce 9�tive €�Ekc�ne: 9Z�. 2735'3 yC£r� �.9i527,2028
o [ iG:(?mor"ition: eiffi.'�.il n si tt:: CA Orin-iLt-n, Activin-
:`�e:ldCi1
0 06 NO
ation of humau i:ervic€:
Cost To Be Financed address of Project Site:
U I070 Coucord Avenue
E: 'titt!Euit; ti % -6/5 Coacord
rCTAL 5 2,1'6,875
Eligibiltt), W'eas-ksbeet Continued rapt .urge r '
,BLOC BE-,,= SuwxARY x
Please briefly surrimarize the public benefits of the services provided by your organization.
Tie New Century Center will create a. s�ztergy of high quality, collaborative,
's
i ted accessible xtd cast effective services in Contra Costa Couz Z. The
Center vilA' roviade centralized, shared facilities and resources for several health
and human ;serviCenter for iluma` Develop-
meat,, East Eat Periztatal Council, Independent Living Resource, New Connections, �
SVELTER, Inc. aatd Yount Homes with at. additional 5 tri _113 ,a encies as teraaitts. The
Center will result in improved co!j!.a.borat:lon and communication among agenc3.es,
Leading to streamlined servI ce del.avery. Eeilefl is for participatI LS agencies
include adequate space in which to house administrative staff, effective adm1nis-
rrative support from shared support staff, mower administrative costs and reduced
overhead expense;
t
E €
Signature T itl- � Date
r
PLICATION CHECKLIST"
Pietse send all of the following so we can process your application: �
I. completed application. And E!ibility Worksheet (this for;.).
.� e r r a„
2. �`ir:ancia> Statements for the three most r�Lertt gears and the cu:�.�n� �-e� irtt�r�'n. i
proect descript;or< indUding the followir:g detailed sclbedults: (a) equips nett, costs. (b) con-
struction costs and (c) other pro)ect costs.
4. A $1,500 .on-refs>ndable Application 'Fee payable to CSAC Finance Corp. This fee m,-ill be credited
to your issuance costs at closing.
R SEND COMPLETED PPLICAMO TO:
E
4 ( 00) 635-3993 Fax (925) 933-8457
(925) 933-9229 California Comma tie Email:
1470 Nlar;a Lane, SUite 400 CALIFCONM@ OLCOM i
',Valnat ;reek, C aliforma 94596
E VISIT OUR WEBSITE: CALIECONINLC)RC
N' _MffC NT IINIST . T VE SERA ENTER
Agenda
3/4/99
I. Agenda review
II. Introductions
III. Project updates
A. Incorporation status
B. Pre-Incorporation NICU
C. Status € f purchase gaffer on 11.070 Concord Ave.
I. Counter offer
2. Due diligence progress
. Architectural design possibilities
4. Financing application status
D. Chamberlin Associates proposal
E. MOU with IRA regarding his continued work with us
F. Bylaw revisions
G. Consideration of new partner/s?
H. Family and Human Services meeting
4/25, 9:00 am at 2500 Bisso Lane, Concord
IV. New issues
A.
e
C.
V. Next meeting date
SCER TfiZR
X119
PHONE
-
- � �I '
DRAFT
New Century Center
Memorandum of Understanding
We the non-profit agencies listed below agree to form a new 50 i(c) 3 corporation for the
purpose of locating together our administrative offices and certain other program functions.
Known as the New Century Center, this project will require agreement on the part of all
agencies. This agreement will include eut not be limited to:
l) All agencies will select 3 members for the Beard of Directors for a total of 18
members.
2) The Executive Director of each agency will be included in one of the three members
selected for the Board.
3) The President of the Board of Directors of each agency will be one of the three
members selected for the Board.
4) Each agency will fully strive to have 100% participation at each Board meeting.
S
Each agency agrees to hold each other harmless should. the New Century Center not
come to f ition.
Each agency agrees to pay the sum of 5500.00 to cover corporate filing fees a Id
other start-up costs.
?) Each agency recognizes this $500.00 fee is non-refundable.
Shelter, Inc.
Date
Signature
New Connections
Date
Signature
Center For Human Develo eny
Date
€gna.ure
New Century Center
Memorandum of Understanding Continued
East Bay Perinatal Council
Date
Signature
Independent Living Resource
Date
Signature
Youth Homes, Inc.
Date
Signature
0
j TECH BUILDING TENANT
STORAGE
LOADING C?p5 LM ES AGENCY755
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YOUTH
HOMES
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ROOM I'� b,20,SF
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.............................................
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SF j NEW SF Ta-AL.
eFitST FLOOR i 12-W.3 SF SF .756 SF EA.f 63.5 N
SECONDF*X0X t2-W.5 S12 i Y-m95F � ta'60E.3`r
'TL'YfAi. X"s SP x 973 s;° 27.7 9 SP
CWSS BUILOM AREA 33.954 SF 3S.i SF
LNC4.Uf7tiVCCM-zmR. i 1
W ALXWAY&-402NDFLOOR
COWATYARD WALMAY
NEW CENTURY CENTER(JOIC
Architecture Design Studio
1736 Stockton Street
San Francisco,GA 94133
415.433.1190
r
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f ppi
3 INC (>
3,x€9 ST 4
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DSVELOPMENT , s; R i CONNECTIONS I
3, 48950 SF
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Jaz NrERtoR SPACE
,
NEW CENTURY CENTER
Architecture Design Studio
1736 Stockton Stmt
San Francisco,CR 94133
415.433.1190
-41-0
March 18, 1999
NMENNOLNCEMFN7
dew Century Partners
SHELTER, Inc.
1070 Concord Ave., #200
Concord
MARCH 19, 1:00 - 4.-30
As part of our due diligence, Ira has scheduled a meeting with the owners,
property management company and reactor regarding 1070 Concord Ave. He
is inviting all of us to sit in on this discussion. We are obser-Vers only, but
this observation may give each of us a good feet of the process and the
current state of this building.
I can not attend this meeting until 3:30 p.m. Ira would like to discuss his
findings and your observations together at 3:30 p.m. I know this is a last
minute invitation. Those of you who can attend, please try to. Thanks.
Agenda
3/26/99
L Agenda review
f
H. Project updates
A. Incorporation status
B. Pre-Incorporation. MOU
C. .Status of purchase offer on 1070 Concord Ave.
1. Due diligence progress
2. Financing application stats
D. MOU with IRA regarding his continued work with us
E. Family and Human Services meeting
4/26, 9:00 am at 2. 00 Bisso Inane, Concord
IV. New issues
A.
B.
C.
V. Next meeting cute
a
ATTMMANCE ROSTER
-_ � �
i.3: �$ZaZOOi LIU i. LABLO 9 ze2
,a
i$0. r#•e �.'II t.
c+
SECRETARY OF STATE
, BILL JONES, Secretary of State of the State of California,
hereby certify.
That the attached transcript of page(s) has
been compared with the record on file in this office, o
which it purports to be a copy, and that it is full, tree
and correct
IN WITNESS WHEREOF, I execute this
OF
certificate and affix the Great Sea! of
Ap
the State of California this day of
X :Elsa --
�
15
Secretary of State
310 331 3769 EAST B�" B3BA".;' X43
WELLS FARGO
i+is S. t-Ith angst,Suite 3210
it:r,°dairdro,CA 94577 y S OF
IN
107_0 CONCQRD—. CA
51,975,0 pU.0 AS PRT
(1) 25% do npay ent S493,750 / adjustable 1 year lock on start rate
of 8.0% at a 1% fee. No Prepayment penalty at any time during
loans Approximately M 7 g th1v over a 10 year terml 30 year
amortized.
(2) 25% downpay ent $493,75€1/ fixed rate long term financing at
.75% at 1% fee. Yield maintainance potential for a prepayment
penlty$< Approximately 511660 monthly over a 10 yr term/3
year amortized (balloon payment doe in 10 yrs)
Combination of S150,000 Iine of credit and a secured $250,000
Property Equity line of credit granted to Shelter, Inc.
(Terms in the range of Prime + 1.5% to 2..5% at .50% fee paid to
bank)
ABOVE TERM SHEET 1S FORONVE SATI NAL
pURPOSES € NI FL , SUBJECT I' TO FINAL UN"DERWRITLNG
Rr,Rt3tl Ori R$C'C:RE^RGa•
512 3y51 5769
£3/:14/99 11-:43 FAX 510 331 3!S2 EAST BAY BBB t1Qi
VVIaZA PAMJ30 S .
Business Lending Division
1298 E. 4"' Street, Ste. 320
.n Leandro, CA 945,17-17
FAX (510) 351 -51769
TO: a
COMPANY FAME:
FAX
-® erg Lytle
doe President
FROM: x.
WZUS IMAGO
�a Ift a.,Ste,3g
TEL ONE: r Urn
-Me docurneat(s)bein& FAXcd is/are intended e-11y for the;use of tiie it4diw;du t!or entity t;x�vE;zrat t#
fort is addressed. The=s tray be cotttaincd hcrein privileged aad cor."idemiai inform' do=l Which is Qxumilt
from disclosure to unauthorizee-, persons under app€"Cable law. If you are not the irtteided recipient,or w"
out€ors d a ettt of c sata�e,vo a€'C hereby notified that any dissemic2t;on, distribution or copyirg of the
document(s)being seat is strictly prohibited. If chis fUSIMlle traMSMr ss:o^ has beers recc.ved by you in
error,pie e notify us immediately�y telephone it:order to amnge the return of the docuond (s). Thank
You for your consideration.
No. of pages including Cover sheet:
{If transmission is illegible or if yo�t did not receive all th-- pages, please Coat= the
sertd.er.
ell
COMMENTS: I'
February 4, 1999
MUM- jG NOTICE
gw Centual Part eu
SHELTER, Inc. Office
1070 Concord Ave., #200
Concord
Monday it came to my attention that the building which houses SHEETED,
Inc. is for sale. In previous conversations with our owner, he stated he is
able and willing to carry some personal loan on this property. Ira. and I are
also meeting with representatives from `ells Fargo Bank today in order to
explore any funding through their CRA activity.
Since SHELTER,TER, Ines building is available, I have set up a meetina with the
listing agent to discuss this possibility for our project. Please join us for this
discussion.
Frjday.ftbr . e
�€ � � - _
ice-- � � ��- ���._ �"� v ,° �'G�
G2/03i918: 20 F_'X quiliade,'De Young 4002
PRESENTING
CONCORD, CALIFORNIA
90
w
, •...� . ' .. . .ate'.
OFFERED EXCLUSIVELY BY:
C4ERIE HUILIADE VICKY DE YOUNG
CRUSE & ELLIS COMMERCIAL REAL ESTATE
1646 N. CALIFORNIA BLVD. SUITE 500
WALNUT CREEK, GA 94596
(5 1 4) 939-3500
OFFICE PROPERTIES DIVISION
'°}la#C! fi wttt^.m@e�e!tartr�cK+c+�'car�'ai;^s s swan•.k!rh'h8.±.�dac{�ndi�+�}'Trot cN psQcft"c^g rtlatra to•ria r"Jv*3=*.'artno.cs i t^.g e asp;m=w -'baC anovrt mho to
caYnt'd6i"'t&c—fo4Qp�fns Q%ica+ ±`e nma'a ri:C.^4.d"dP`+.^'L!9^b4'u Cr�r'aad^.Cis tow,SBC'.roc Irom sc—!cas wa bwava`C no raCcola
ChW4d*\LlstmQ*\lQXCcrnoi16Prapfnfo.dcc
02!03/99 WED -16:22 FAX 9394705 Hulllade/De Young 4:004
PROPERTY DESCRIPTION AND LOCATION
Ic
1070 Concord Avenue
CONCORD, CALIFORNIA
1070 Concord Avenue is situated in Concord in Centrs< Contra Costs County right
across the street from Concord's Buchanan Field Airport and gaff courser the
property has € mediate access to Interstate 680 north and south. A4 convenient
location close to the Concord Main Post Office, CSAA, the DMV, the Willows
Shopping Center and numerous restaurants, € ake this location ideal for tenants and
investors. This attractive, strategically located office building is ars excellent investor
opportunity in a market with rising rents. The building Is zoned PD a Planned
Development and at less than 81 per square foot is priced well below replacement
Cost,
4t 3 st wt) "tu ia: Gd rAA Vivi r eta hui iaae/ve Young
AREA �ESCR i ION a
The City of Concord has over 4.800,000 million square feet of office space, which
hcludes the 1.1 milllion, square foot Bark of America Technology Center e" ploying
3,000 workers, and the 700,000 square foot Chevron USA's nationwide accounting
and credit card center with, approximately 11,800 employees,
Almost all ofConcord's Class A office buildings were built during the 1980's. At that
time, Contra Costa and the 1-680 ':orr<dor°s lower sets and land prices, convenlend
freeway access, lower payroll costs, free park ng, affordable housing, and qualified
labor market made the region an ideal target location for office expansion and
relocations from San Francisco and Oakland,
Concord's Class A full service monthly rets have climbed from ars average of 1 M
$1M per retable square foot in 1988-89 to an average today of $1 75-1,90 per
square foot. Tenant irrnprovernent. costs from shell condition rine years ago averaged
25 per rehtab!e square foot, whereas today 95% of all lease transactions are on
second or third generation office space and re-irnprovernent contributions by
Landlords average 5-12 per rentable square foot,
lass 9 rates were fordo to drop significantly in, the rnid 1980's to compete �vvlth the
low rates in the Class A buildings. T(hey have s cWy climbed back to the pre-real
estate boom rates of the early I980's. Class B rates now range in the $1,25-1 �55 per
square foot and were continuing to rise as was the whoie '-580 market. This surge in
the market was due to a positive confidence :n the economy and a iimited office
supply. This trend has leveled off a bit :r the third quarter 1998. We antcipaze that
rates wM stabilize and maintain that leve: until there is more confidence in the world
economy.
C
cr u kk t Y 3 S 7 a Huillade/De Young 14007
PROPERTY SUMMARY
1070 Concord venue
CONCORD, CALIFORNIA
APN # 126-324-002
a Building Size Of Approximately
s Two Story Office Building with Elevator
4 Lot Sizer 44,867 s.f.
Built In 1S73
t Zoning- Ply e Planned Development
6 Convenient Location Between 1-680 & 242
6 Ample Surface Parking
6 Value Added Opportunity With Below Market Keats
KTIV
For More Information or a Tour Cali:
Cherie' Huillade or Vicky De Young
(510)939-3500
t
uRIGINAL
PURCHASE AGREEMENT
TSS DGCUNENT IS 1�TT N-DED TO BE A I-EGALLY BENDING Jr AGR.EENIEN'T. READ IT
CAREE b1 ie EarY.
THIS PURCHASE AGREEtVIENT is entered into by and between SHELTER, INIC- or its
Assignee, ("Buyer'), and 1070 PROPERTfES. aTenants in Common, ("Seller").
The Property consists of all land and improvements located at:
11.170 Concord Avenue, Concord, Contra Costa County, California
A.PN rr 126-324-002
TERMS AND CONDITIONS
Seller agrees to sell the Property and Buyer agrees to purchase the Property, on the following terms
and conditions.
1) PURCHASE PRICE: The purchase price for the Proper y is One Million Nine Hundred
Thiry Severs 'T'housand Five Hundred Dollars ($1,937,500.00)- Buyer's Deposit shall be delivered
to Seller's Broker upon Seller's execution of this Purchase Agreement (the"Agreement"). Seller's
Broker shall deliver and deposit same in escrow as provided in Paragraph 3 below. The balance of
the purchase price shall be payable at close ofescrow pursuant to the terms stated below.
2) DEPOSITS: Within three (3) business days after the Effective Date, Buyer shal deposit
with Escrow Holder the sure of Nineteen Thousand Dollars ($1,9,000M), This deposit shall
become non-ref,1ndable only after. the forty-five (45) day period for inspections and other
contingencies, if Buyer has waived or released all such continsencies. Buyer steal also increase
the amount of the deposit, which shai' be non-refttncable, by Twenty Five Thousand Dollars
(325¢000.00), for a tota'€ deposit of For v Four Thousand Dollars ($44,000.00), shall be released to
seller and shall be credited to the purchase Price.
3)
ESCROW: Within two (2) business days after the Effective bate (as defined herein)
Buyer shall open escrow with First American Title Company (the "Escrow Holder") by the
simultaneous deposit of a copy of this Agreement and Buyer's Deposit with the Escrow Holder.
Seller and Buyer agree to prepare and execute such escrow instructions as may be necessary and
appropriate to close the transaction. Should said instructions fail to be executed as required,
Escrow Ho'der sha€l and is hereby directed to close escrow pursuant to the terms and conditions of
this Agreement Close of escrow (or the "Closing Date" which shall mean the date on which the
deed transferring title is recorded) shall occur on or before May 28, 1999. Escrow fees shall be
paid by Buyer. Seller shall pay documentary transfer taxes. All other closing costs shall be pairs in
accordance with the custom, in. the cou:ity it which the Property is located.
r
4) F RORAI'IONS: dents, real property taxes, premiums on insurance acceptable to Buyer,
interest on any debt being assumed or takers subject to by Buyer and any other expenses of the
Property shall be prorated as of the Closing Date. Security deposits, advance rentals, and the
amount of any future tease credits shall be credited to Buyer. The amount of any bon=d or
assessment which, is a lien and not customarily paid with real property taxes shall be paid by
Buyer.
5; TITLE: W;,hi,, five (5) business days after the Effective Date of this agreement, Seller
shall procure and cause to be delivered to Buyer a preliminary title report issued by First Amer-can
Title Company, located at 1850 Mt. Diablo Boulevard, Suite 300, Walnut Creek California (the
"Title Company"°), for the property, Within fifteen (15) calendar days following receipt thereof,
Buyer shall either approve in writing the exceptions contained in said title report or specify in
writing any exceptions to which Buyer reasonably objects. If Buyer objects to any exceptions,
Seller shall, within ten (la) calendar days after receipt of Buyer's objections deliver to Buyer
written notice that either (a) Seller will, at Seller's expense, attempt to remove the exception to
which Buyer has objected before the Closing Date or(II) Seller is unwilling or unable to eliminate
said exception. If Seller fails to so Notify Buyer or is unwilling or unable to remove any such
exception by the Closing Date, Buyer may elect to terminate this Agreement and receive back the
entire Deposit, in which, event Buyer and Seller shall have no further obligations ander this
Agreement; or alternatively, Buyer may elect to purchase the Property subject to such exception.
Seller shall convey by grant deed to Buyer (or to such other person or entity as Buyer may
specify) Marketable fee title subject only to the exceptions approved by .Bayer in accordance with
this Agreement. Title shall be insured by a CLTA owner's policy of title insurance issued by the
Title Company in the amount of the purchase price with premium paid by Buyer, unless Buyer
elects to pay the additional amount necessary to obtain an ALTA policy of title insurance.
6) FINANCING CONTINGENCY-
6.1) This offer is contingent upon Buyer obtaining from a lender, a commitment to lend to
Buyer an amount necessary to allow Buyer to purchase the Property hereunder, or: such terms and
conditions as are acceptable to Bayer The New Loan shall be secured by a first deed o trust upon
the Property and shall be upon such other terms and. conditions as are usually required by such.
lender.
6.2) Bayer hereby agrees to dilipritty pursue obtaining a New Loan. If Buyer shall fail to
notify its Broker, Escrow Holder and Seiler, in writing, within; forty-five (45) days following the
EtTective Date of this Agreement, that the New :.oars has not been obtained, it shalt be conclusively
presumed that Buyer has either obtained said New Loan or has waived this New boar: contingency.
6.3) It; after due diligence, Buyer shall notify its Broker, Escrow Holder and Seller, in, writing,
within the time specified in Paragraph 6.2 hereof, that Buyer has not obtained said New Loan, this
agreem=ent shall be terin'nated, and Buyer shat; be entitled to the prompt return of Buyer"s Deposit
and any other funds deposited by or For Buyer with Escrow Holder or Seller, plus any interest
2
earned thereon, less only Escrow Holder and Title Company cancellation fees and costs, which
Buyer shall pay.
7) f SPECTION CONTINGENCIES:
7. 1f BOOKS AND RECORDS: Serer agrees to provide Buyer access to the items 'listed
below within seven (7) business days following the Effective Date.-
a.
ate:a. All rental agreements, :eases, service contracts, insurance policies, tax bill, and
other written agreements or notices which affect the Property.
b. The historical operating statements of the Property and statements for the twenty-
four(24) months immediately preceding the Effective Bate hereof
C. Any documents the Seller may have regarding the financial condition, business
prospects or prospective continued occupancy of any tenant (includin but not limited to financial
statements, credits reports, etc.).
d. All notes and security instruments affecting the Property.
e. All plans related to the building, site and all tenant interior improvements.
f. Most recent site surveys identifying property borders, easements, etc.
g. Any and all other reports or studies related to the Property (which are currently in
Seller's possession), including any and all such reports or studies generated or received by Seller at
the tirr:e of its purchase of the Property.
h. A written inventory of all items of Personal Property not included with the Property
in this sale.
To the extent Buyer's conditions eto closing require or permit Buyer to review and
approve any documents or materials related to the Property, Seller shall deliver or
cause to be delivered to Buyer, within seven (7) business days from: the full
execution of the Agreement, `legible and complete copies of all such documents and
materials together with all related or supplementary materials pertaining thereto
which are in Seller's possession or under its control.
7.2; ENVIRONNIENTAL STUDY., Seller shall provide Buyer a Phase l Environmental
Su;-vey within twenty-one 12 I) calendar days following the Effective Date. Buyer shall have seven
(7) business days following receipt to review and approve in writing. Buyer's failure to so approve
will render the r��rverY e�t nu€l arid void. Buyer's entire deposit shall be returned and Buyer and
Seller shall have ro further obli�.yations hereunder.
3
7.3) PHYSICAL INSPECTION- Buyer shall have forty-five (45) calendar days following the
Effective bate to inspect the physical condition of the Property, including, but not limited to roof
inspection, structural report, pest control report, mechanical systerns inspection, the nails condition
and the presence or absence of hazardous materials on or about the Property, and to notify the
Seller in writing that Buyer approves same. if Buyer fails to approve the physical condition of the
Property- within the specified time, this Agreement shall be mull and void, Buyer's entire deposit
shall be returned, and Buyer and. Seller shall have no further obligations hereunder.
7.4) STATE ANIS LOCAL. LAWS: .buyer shall have forty-five (45) calendar days following
the Effiective bate to investigate State and local laws to determine whether the Property must be
brought into compliance with minimum energy conservation or safety standards or similar retrofit
re Vrements as a condKon of sale or transfer and the cost thereof, and to notify Seller that Buyer
approves same. If approved by Buyer. Buyer shall comply with and pay for these requirements. If
Buyer fails to approve these requirements, if any, within the specified time, this Agreement shall
be rendered null and void, Buyer's entire Deposit shall be returned, and Buyer and Seller shall
have no further obligations hereunder.
7.j) TENANT FINANCIAL FORNUTTO : Buyer shall have forty-five (45) calendar
days following the Effective Date to investigate the Financial condition, business prospects and
prospective continued occupancy of any tenant of the property. Seller shall cooperate with Buyer
and shall provide Buyer in writing with all such information in Seller's possession,. but shall not be
responsible for any tenant's refusal to provide such information, if Buyer fails to approve tenant
financial condition within the specified time, this Agreement shall be null and void, Buyer's entire
.Deposit shall be returned and Buyer and Seller shall have no ff;nher obligations hereunder. At
close of escrow, Seller shall (a) con erni to Buyer in writing that it has no information regarding the
financial condition, business prospects or prospective continued occupancy of any tenant not
previously provided to Buyer, or(b) provide Buyer with a written update of any such information,
however, no facts arising or first coming to seller's attention after Buyer's removal of the acove
conAgency shall relieve Buyer of its obligations under this Agreement.
8) DEPOSIT" TRAN-SFER: Unless this Agreement is sooner terminated by Buyer or Seller
and provided all contingencies have been released, the Deposit shall become non-refundable and
released to Seller. The Deposit shall be credited toward the Purchase Price without lir.bility on the
part of the Title Company folor ing the release of all contingencies.
9) DEPOSIT iT°'EREST: Title Company shall place the Deposit in an interest bearing
account controlled by the Title Compar:y All such. accrued interest shall be credited toward the
Purchase Price at the dosing and, in the event the Deposit is retained by Seller, such accrued
interest shall be included as liquidated damages along with the fill amount of the Deposit. Buyer
shall likewise receive all accrued interest and the f,UH amount of Deposit in the circumstance where
Buyer cancels escrow up to and including the removal of all contingencies,
€C} ESTOPPEL CERTIFICATE CONTINGENCY:
4
Seller shall obtain and deliver to Buyer, within twenty (20) business days following the
Effective Date, estoppel letters or certificates signed from each tenant at the Property stating, a) the
date of commencement and the scheduled date of termination of the leases b) the amount of
advanced rentals or rent deposits paid to Seller, c) the amount of monthly (or other periodic) rent
paid to Seller, d) that the lease is in fall Force and effect and that there have been no modifications
or amendments thereto, or, if there have been any modifications or amendments an explanation of
same, e) square footage if set �;rth in the lease), and f) that there is no default under the teras of
the lease by lesser or lessee. Buyer shall have ten (101 calendar days after receipt to disapprove in
writing, the estoppel cer i€cafes. Bayer may only disapprove said cer6fcates and cancel the
Agreement, if the certificates refect a discrepancy rnateria€ly affecting the economics of the
transaction, or a previously undisclosed material breach of one of the leases. Upon: such
disapproval, Buyer's entire Deposit shall be returned and the ;parties shall have no further
obligations hereunder.
1 1) LEASED PROPERTY PRORA fONSe Rents actually co€lected (prior to closing) will
be prorated as of the Closing Date and rent collected thereafter applied first to rental payments then
owed the Bayer and their rernlainder paid to the Seder. All free rent due any tenant at the close of
escrow for rental per; after the closing shall be a credit against the Purchase Price. Cather
imcorne and expenses shall be prorated at the dose of Escrow. M
12) PERSONAL. PROPERTY: Title to any personal property to be conveyed to Mayer in
connection with the sale of the property shall be conveyed to Byer by Bill of Sala on the Closing
Date free and clear of all encumbrances (except those approved by Mayer as provided above). The
price of these items shall be 'included in the Purchase Price for the Property and Buyer agrees to
accept afl such personal property in "as is" condition.
13) CONDITION CIE PROPERTY: It is understood and agreed that the Property is beim
sold "as is," and that Buyer has or wi€l have prior to the Closing Date, inspected the Property, and
that neither Seller nor Agent makes any representation or warranty as to the physical condition or
value of the Properly or its suitability for Buyer's intended use.
14) RISK OF LOSS: Risk of Loss to the Property shall be borne by Seller Until title has been
conveyed to Buyer. in the event that the irnprovements on the Property are destroyed or materially
damacred between the Effective Date of this Agreement and the date title is conveyed to Bayer,
Buyer shall have the option ofde anding and receiving back the entire Deposit and beim released
ro€ all ob€igations hereunder, or alternatively, taking such improvements as Seller can deliver.
Upon Buyer's physical inspection and approval of the Property, Seller shall maintain the Property
through close of escrow in the same condition and repair as approved, reasonable wear and tear
excepted.
1,z) POSSESSION: Possession of the Property shi.11 be delivered to Bayer on the Closing
Date.
ta, Aluulst-Priolo Sre�: al Earthquake Studies Zone Act. (for Sale Transactions in California only};
The property described above is or rr ay bt sititwled in a Special Studies Zone as designated under the
Alquist-P€iolo Special Studies Zone Act, Sectir.rns 2621-2630, inclusive, of the California Public Resources Code; and,
as such, ttte construction or deve)c�lment tin`ihe Property of any structure for human occupancy may be sublact to the
findings of a geologic report prepares, -)y r,geologist registered in the State of California, unless such report is waived
by the city or county under the terms o,.,ihat Act, No representations on the subject are made by Seller/Lessor or by
Grubb & Ellis Company, its agents o r employees, and the Buyer/Lessee should make his/her/its own inquiry or
investigation.
Buyer hereby acknowledges t.hat Grubb & Alis has provided him/her/it with the Commercial Properly Owner's
Guide to Earthquake Safety booklet., published by the State of California Seismic Safety Commission.
7. totification Regar��snQt 4 tional Flood insurance Program (for Sale Transactions oplv):
This propertti, may or may not be located In a Special Mood Hazard Area on United States Department of
anu j, bar,beveloprnent (HUD) "Special Flood Zane Area Maps". Federal law requires that as a condition of
ootaining federally related ori most properties located in "flood zones", banks, savings and loan
associations, and some insurance lenders require flood Insurance to be carried where the properly, real or personal, is
security for a loan. This requirement is mandated by the National Flood Insurance Act of 1966 and the Flood Disaster
Protection Act of 1973. The purpose of the program is to provide flood insurance to property owners at a reasonable
cost. Cities or counties participating in the National Flood Insurance Program may have adopted building or zoning
restrictions, or other measures, as part of their participation in the program. You should contact the city or county in
which the property is located to determine any such restrictions. The extent of coverage available in your area and
the cost of this coverage may vary, and for further information, you should consult your lender or insurance carrier.
8, FIRPTA Disclosure {for Sale Transactions only)
A. Sale, lease and ether transactions can have local, state and federal tax consequences for the
seller/lessor and/or buyeritenant. in the event of a sale, Internal Revenue Code Section 1445 requires that all buyers
of an interest in any real property located in the United States trust withhold and pay over to the internal RevenUe
Service (IRS) an amount equal to ten percent (10%) of the gross sales price within ten (10) days of the date of sale
unless the buyer can adequately establish that the seller was not a foreigner, generally by having the seller sign a
Non-Foreign Seller Certificate, Note that depending upon the structure of the transaction, the tax withholding liability
could exceed the net cash proceeds to be paid to the seller at closing. California poses an additional withholding
requirement equal to three and one-third percent (3 1t3%) of the gross sates price not only on foreign sellers gut also
Qui-of-stale sellers and sellers leaving the state if the sale price exceeds $100,000. Generally, withholding is required
if the sales proceeds are disbursed outside of California, if the last known address of the seller is outside of California
or if a financial Intermediary Is used. Consult your tax and legal advisor. Real estate brokers are not qualified to give
legal or tax advice or to determine whether any ether person is properly qualified to provide legal or tax advice.
13. Non-Foreign Tax Certification
Section 1445 of the Internal Revenue code provides that a buyer of a United States real property interest
must withhold tax if the seller Is a foreign person. To Inform the buyer that the withholding of tax is not required in the
disposition of the Prooeriv. the iincipmirmsari
` GrubbrMlis
DISCLOSURE AND ACKNOWLEDGMENT
Date: March 10, 1999
Seller; 1070 Concord Properties
Buyer: Shelter, Inc.. or.Assigns
Property; 1070 Concord Avenue, Concord
1. Broker Revresen„tation Dual Aaencv}:
check if applicable. Seller/Lessor and Buyer/Lessee hereby acknowledge that broker is the agent c
both parties. Seller/Lessor and Buyer/Lessee hereby consent to .such dual representation and waive any possibl,
conflict of interest arising out of such dual agency. A dual agency is obligated to disclose to both parties all materia
facts or confidential information that could affect Seller/Lessor's or Buyer/Lessee's decision to enter Into thi
transaction. Broker, however, will not disclose to Buyer/Lessee the price that Seller/Lessor is willing to accept, nor ti
SellerlLessor the price that Buyer/Lessee is willing to pay, without the express permission of the ether party.
2. Hazardous Wastes or Substances and Underground Storage Tanks:
Various construction materials may contain items that have been or may in the future be determined to be
hazardous (toxic) or undesirable and may need to be specifically treated/handled or removed. For example, soinr
transformers and other electrical components contain PCBs, and asbestos has been used in components such as fire-
proofing, healing and cooling systems, air duct insulation, spray-on and the acoustical materials, linoleum, floor tiles,
roofing, dry wall and plaster. due to prior or current uses of the Property or in the area, the Property may have
hazardous or undesirable metals (including lead-based paint), minerals, chemicals, hydrocarbons, or'biological or
radioactive items (including electrical and magnetic fields) in soils, water, building components, above or below
ground containers or elsewhere in areas that may or may not be accessible or noticeable. Such items may leak or
otherwise be released. Real estate agents have no expertise in the detection or correction of hazardous or
undesirable items. Expert inspections are necessary. Current or future laws may require clean up by past, present
and/or future owners and or operators. t is the responsibility of the Seller/Lessor and Buyer/Tenant to retain qualified
experts to detect and correct such matters and to consult with legal counsel of their choice to determine what
provisions, if any, they may include in transaction documents regarding the Property.
Sellers/Lessors are required under California Health and Safety Conde Section 25915 et seq. to disclose
reports and surveys regarding asbestos to certain persons, including their employees, contractors, co-owners,
purchasers and tenants. BuyerstTenants have similar disclosure obligations. Sellers/Lessors and Buyers/Tenants
have additional hazardous materials disclosure responsibilities to each other under Califnrnin ta—l'
Section 25359.7 and other Cahfnrni� 3—..- �-_-.