HomeMy WebLinkAboutPetaluma Ecumenical Properties 2015-03-05; Amendment 1 2015-06-17&AA., No, :4115- 15-1-Al
DISPOSITION AGREEMENT
This First Amended Disposition Agreement ( "the Agreement "), effective June l7, 2015
( "Effective Date "), amends and restates in full the Disposition Agreement, effective March 5,
2015, between the City of Ukiah, a municipal corporation (the "City "), and Petaluma
Ecumenical Properties, a California nonprofit public benefit corporation ( "PEP" or the
"Developer ") with reference to the following facts, understandings and intentions of the parties:
RECITALS
A. These Recitals refer to and utilize certain capitalized terms defined in Article 1.
The parties intend to refer to those definitions in connection with the use of capitalized terms in
these Recitals.
B. The City is the fee owner of certain unimproved real property located in the City,
as more particularly described in the legal description in Exhibit A attached hereto (the "Site ").
The City selected Developer to be the developer of the Site. The parcels are designated with the
following APNs: 002 - 281 -015; 002 - 281 -018; 002 - 281 -024; 002 - 281 -028; and 002 - 281 -029.
C. The City desires to convey the Site to Developer, together with rights, privileges,
easements, servitudes and appurtenances thereto (the "Property" as further defined in Article 1)
for development of approximately 42 dwelling units for lease to qualifying low income seniors,
including one manager's unit and community space consisting of a kitchen, meeting area and a
property manager's office, and pedestrian trail shared with neighboring Museum property
(collectively, the "Improvements ", and together with the Property, the "Project ").
D. The attached Exhibit B is a conceptual site plan for development of the Site (the
"Conceptual Site Plan ") showing the general design and layout of the Project on the Site, and
also showing the general location and boundaries of the Property.
E. To facilitate the development of the Project, as reflected in this Agreement, the
City has agreed to sell the Property to Developer as described in Article 2 below. As a condition
of the sale, Developer and the City will enter into a regulatory agreement (the "City Regulatory
Agreement ") that will restrict twenty of the units to low income seniors earning no more than
sixty percent (60 %) of area median income and will restrict 21 of the units to moderate - income
seniors earning no more than one hundred twenty percent (120 %) of the area median income.
F. The Developer intends to finance the remainder of the costs of development from
certain loans, grants and investor capital contributions. In connection with such financing, the
Developer will form a limited partnership (the "Partnership ") that has Developer or its affiliate as
the managing general partner. Upon or before the transfer of the Property to the Developer in
accordance with this Agreement, the Developer intends to assign all of its rights, title, interest
and obligations under this Agreement and its accompanying exhibits to the Partnership.
G. The City has determined that the Developer has the necessary expertise, skill and
ability to carry out the commitments set forth in this Agreement and that this Agreement is in the
best interests of the City.
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NOW, THEREFORE, the City and the Developer agree as follows:
ARTICLE 1
DEFINITIONS AND EXHIBITS
Section 1.1 Definitions. In addition to the terms defined elsewhere in this
Agreement, the following definitions shall apply throughout this Agreement.
(a) "Actually known to the City" or "actual knowledge" means information
possessed by a City officer or employee which has been reduced to writing and retained as a
permanent record of the City.
(b) "City Council" means the governing body of the City.
(c) "City Grant Deed" means the grant deed of the Property to the
Developer, substantially in the form of Exhibit D.
(d) "City Regulatory Agreement" means the Regulatory Agreement and
Declaration of Restrictive Covenants, substantially in the form of Exhibit C, to be recorded
against the Project pursuant to Section 4.3, which shall impose income limitations on the
residential units in the Project.
(e) "City" means the City of Ukiah.
(f) "Construction Plans" means all construction documentation upon which
the Developer and the Developer's contractors shall rely in building each and every part of the
Project (including landscaping, parking, and common areas) and a time schedule for
construction.
(g) "Developer" means Petaluma Ecumenical Properties, and its successors
and assigns as permitted by this Agreement.
(h) "Escrow" means the escrow established with the Escrow Company for
the purpose of conveying the Property from the City to the Developer.
applicable.
(i) "Escrow Company" means Redwood Empire Title Company.
(j) "Event of Default" has the meaning set forth in Section 6.3 or 6.4 as
(k) "Hazardous Materials" means:
(i) any "hazardous substance" as defined in Section 101(14) of
Comprehensive Environmental Response, Compensation, and Liability Act 1980 ( "CERCLA ")
(42 U.S.C. Section 9601(14)) or Section 25281(d) or 25316 of the California Health and Safety
Code at such time;
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(ii) any "hazardous waste," "infectious waste" or "hazardous
material" as defined in Section 25117, 25117.5 or 25501(j) of the California Health and Safety
Code at such time;
(iii) any other waste, substance or material designated or regulated
in any way as "toxic" or "hazardous" in the RCRA (42 U.S.C. Section 6901 et seq.), CERCLA
Federal Water Pollution Control Act (33 U.S.C. Section 1521 et seq.), Safe Drinking Water Act
(42 U.S.C. Section 3000 (f) et seq.), Toxic Substances Control Act (15 U.S.C. Section 2601 et
seq.), Clear Air Act (42 U.S.C. Section 7401 et seq.), California Health and Safety Code
(Section 25100 et seq., Section 3900 et seq.), or California Water Code (Section 1300 et seq.) at
such time; and
(iv) any additional wastes, substances or material which at such
time are classified, considered or regulated as hazardous or toxic under any other present or
future environmental or other similar laws relating to the Project.
The term "Hazardous Materials" shall not include: (i) construction materials,
gardening materials, household products, office supply products or janitorial supply products
customarily used in the construction, maintenance, rehabilitation, or management of residential
property or associated buildings and grounds, or typically used in household activities, or (ii)
certain substances which may contain chemicals listed by the State of California pursuant to
California Health and Safety Code Sections 25249.8 et seq., which substances are commonly
used by a significant portion of the population living within the region of the Project, including,
but not limited to, alcoholic beverages, aspirin, and tobacco products.
(1) "Hazardous Materials Laws" means all federal, state, and local laws,
ordinances, regulations, orders and directives pertaining to Hazardous Materials in, on or under
the Project or any portion thereof.
(m) "Improvements" has the meaning in Recital C, to be managed in
accordance with Exhibit C.
(n) "Management Agent" means Petaluma Ecumenical Properties or other
management agent retained by Developer and approved by the City in accordance with the
provisions of Section 5.14 to manage the Improvements.
(o) "Outside Date" means December 31, 2021.
(p) "Partnership" means the limited partnership formed to own the Project
that will have Developer or its affiliate, as approved by the City Manager or his/her designee, as
the managing general partner.
(q)
"Project" has the meaning given in Recital C.
(r) "Property" means the real property to be transferred to and developed by
the Developer pursuant to this Agreement.
(s) "Site" has the meaning defined in Recital B.
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(t) "Term" means the term of this Agreement, which shall consist of the
period commencing on the date of execution of this Agreement and continuing until the Outside
Date.
(u) "Title Company" means Redwood Empire Title Company.
(v) "Transfer" has the meaning set forth in Section 7.1.
Section 1.2 Exhibits. The following exhibits are attached to and incorporated in
the Agreement:
Exhibit A:
Exhibit B:
Exhibit C:
Exhibit D:
Exhibit E:
Exhibit F:
Legal Description of the Site
Conceptual Site Plan
Form of City Regulatory Agreement
Form of Grant Deed
Public Utilities Easement
Facilities Exchange Agreement
ARTICLE 2
PREDISPOSITION REQUIREMENTS
Section 2.1 Conditions Precedent to Disposition of Property. The requirements
set forth in this Article 2 are conditions precedent to the City's obligations to convey the
Property to the Developer. Except as such date may be extended pursuant to Section 10.3, the
City's obligation to convey the Property to the Developer shall be subject to the satisfaction of
all such conditions precedent prior to the Outside Date, unless a later date is mutually agreed
upon by the City's City Manager and the Developer. Additional conditions precedent to the
City's obligation to convey the Property are set forth in Sections 3.4 and 3.5.
Section 2.2 Right of Entry to Perform Studies.
(a) Compliance with the California Environmental Quality Act ( "CEQA "). At
Developer's expense, the City has certified the appropriate environmental review documents
required by CEQA and the certification has become final and not subject to judicial review. No
provision of this Agreement shall be deemed to limit in any way the exercise of the City's
discretion in reviewing and certifying environmental documents or in exercising its authority to
adopt or amend zoning ordinances, land use and subdivision approvals or other exercises of its
local police powers. The Developer shall execute and comply with the City's standard agreement
requiring the Developer to indemnify and defend the City in any action to review, set aside or
annul decisions made by the City to comply with CEQA or other land use or subdivision
approvals made by the City in connection with the Developer's pursuit of the Project.
(b) Temporary Right of Entry. The City hereby grants a right of entry to the
Property to the Developer for the sole purposes of performing a land survey, and conducting
soils and other testing which require access to the Property (the "Temporary Right of Entry ").
The Developer agrees at all times to keep the Property free and clear of all liens, encumbrances,
and clouds upon title that could result from the exercise of the Temporary Right of Entry.
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(c) Indemnity. Without limiting the generality of the indemnification set forth
in Section 10.7, and subject to the division of liability between the Developer set forth in the last
sentence of this subsection (c), the Developer agrees to indemnify, defend, and hold the City
harmless against all claims, including but not limited to mechanics liens and personal or property
damage, arising from the entry of the Developer or its agents, employees, contractors or
subcontractors onto the Property, or created as a result of the exercise of this Temporary Right of
Entry. The Developer further agrees that all survey and testing work performed pursuant to this
Temporary Right of Entry shall be made at the Developer's sole cost. If Developer fails to
purchase the Property from the City and this Agreement is terminated, Developer shall restore
the Property to the condition it was in before the Developer performed any soils or other testing
pursuant to Section 2.2(a).
ARTICLE 3
DISPOSITION OF PROPERTY
Section 3.1 Sale and Purchase of Property. Provided the pre- disposition
requirements set forth in Article 2, and the additional closing conditions set forth in
Section 3.4 and Article 4 have been satisfied, the City shall sell the Property to the Developer
and the Developer shall purchase the Property from the City, pursuant to the terms, covenants,
and conditions of this Agreement.
Section 3.2 Purchase Price. The purchase price for the Property shall be One
Dollar ($1).
Section 3.3 Opening Escrow. To accomplish the purchase and sale of the
Property from the City to the Developer, the parties shall establish the Escrow with the Escrow
Company. The parties shall execute and deliver all written instructions to the Escrow
Company to accomplish the terms hereof, which instructions shall be consistent with this
Agreement.
Section 3.4 Close of Escrow for the Property. Escrow for the conveyance of the
Property shall close on a date mutually acceptable to the parties, prior to the Outside Date. The
City shall convey the Property to the Developer by executing and delivering the City Grant
Deed to the Developer, substantially in the form of Exhibit D.
In addition to the conditions precedent to conveyance set forth in Article 2, the following
conditions shall be satisfied prior to or concurrently with, and as conditions of, conveyance of
the Property by the City to the Developer:
(a) The Developer shall provide the City with certified copies of corporate
authorizing resolutions authorizing the purchase of the Property.
(b) The Developer shall have furnished the City with evidence of the
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insurance coverage meeting the general insurance requirements set forth in Section 6.8.
(c) The City Regulatory Agreement shall have been recorded against the
Property, as a lien subject only to the exceptions authorized by this Agreement.
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(d) The Developer shall have provided documentation to the City that
Developer has commitments for all loans needed to construct the Project and a reservation of low
income housing credits from the California Tax Credit Allocation Committee.
(e) There shall exist no condition, event or act which would constitute a
material breach or default under this Agreement or which, upon the giving of notice or the
passage of time, or both, would constitute such a material breach or default.
(f) All representations and warranties of the Developer contained in this
Agreement shall be true and correct in all material respects as of the close of Escrow.
Section 3.5 Condition of Title.
(a) Upon the close of Escrow on the Property, the Developer or its permitted
assignee hereunder shall have insurable fee title to the Property which shall be free and clear of
all liens, encumbrances, clouds and conditions, rights of occupancy or possession, except:
(i) applicable building and zoning laws and regulations;
(ii) the provisions of this Agreement;
(iii) the provisions of the City Regulatory Agreement;
(iv) any lien for current taxes and assessments or taxes and
assessments accruing subsequent to recordation of the City Grant Deed;
(v) a public utility easement as described in the attached Exhibit E;
and
(vi) conditions, covenants, restrictions or easements shown as
exceptions in the preliminary title reports for the Property approved by the Developer, which
approval shall not be unreasonably withheld.
Section 3.6 Condition of Property.
(a) The City hereby represents and warrants that without any obligation to
investigate and without having undertaken any such investigation, it has no actual knowledge,
that any release of hazardous substances has come to be located on or beneath the Property.
(b) The City and the Developer understand and agree that the Property shall
be accepted "as is" by the Developer and that the City shall in no way be responsible for
demolition, site preparation or any other removal or replacement of improvements thereon. The
Developer agrees to accept conveyance of the Property in its present condition "as is" and
without representation or warranty from the City except as set forth in subsection (a) above, with
respect to the condition of the Property including, but not limited to, the condition of the soil,
presence of hazardous materials or contaminants, and all other physical characteristics. The
Developer has performed and relies solely upon its own independent investigation concerning
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the physical condition of the Property or compliance of the Property with any statutes,
ordinances, rules or regulations.
(c) If after conveyance of the Property, the conditions of the Property are not
in all respects entirely suitable for the use or uses to which the Property will be put as described
in this Agreement, then it is the sole responsibility and obligation of the Developer to correct any
soil conditions, correct any subsurface condition, correct any structural condition, demolish any
improvements and otherwise put the Property in a condition suitable for the Project to be
constructed pursuant to this Agreement. The Developer hereby waives any right to seek
reimbursement or indemnification from the City of the Developer costs related to correction of
any physical conditions on the Property except to the extent such costs are related to hazardous
materials conditions actually known to the City but not disclosed pursuant to subsection (a)
above.
Section 3.7 Costs of Escrow and Closing. Ad valorem taxes, if any, shall be
prorated as of the date of conveyance. All costs of closing the conveyance of the Property,
including but not limited to, the cost of title insurance, transfer tax, Title Company document
preparation, recordation fees and the escrow fees of the Title Company and Escrow Company
shall be paid by the Developer.
PREDEVELOPMENT AND CONSTRUCTION OF IMPROVEMENTS
Section 4.1 Merger of Parcels. No later than the date set forth in the
Development Schedule, the Developer, in cooperation with the City, shall apply for and
exercise good faith efforts to merge the various parcels into a single legal parcel.
Section 4.2 Final Development Plans. The Developer has applied for approval
by the City of the development plans for the Project (the approved development plans shall be
referred to as the "Final Development Plans "). Developer shall provide a copy of the Final
Development Plans to the City.
Section 4.3 Other Governmental Approvals. Promptly following City approval
of the Final Development Plans, the Developer shall apply for and exercise diligent good faith
efforts to obtain all other governmental approvals, including but not limited to a rezoning or
general plan amendment for the main project, any applicable use or site development and
building permits, necessary for development and operation of the Project. A decision by the
City's Planning Commission approving a site development permit for the Project shall be
deemed appealed pursuant to Ukiah City Code (UCC) Section 1203 to the City Council which
have the authority provided in UCC §9266 to affirm, reverse, revise or modify the appealed
decision of the Planning Commission.
Section 4.4 Construction Pursuant to Laws. The Developer shall cause all work
performed in connection with the Project to be performed in compliance with all applicable
laws, ordinances, rules and regulations of federal, state, county or municipal governments or
agencies, including, if applicable, the prevailing wage provisions set forth in Section 4.6. Each
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element of the work shall proceed only after procurement of each permit, license, or other
authorization that may be required for such element by any governmental agency having
jurisdiction, and the Developer shall be responsible to the City for the procurement and
maintenance thereof, as may be required of the Developer and all entities engaged in work on
the Project.
Section 4.5 Equal Opportunity. During the construction of the Project there shall
be no discrimination on the basis of race, color, creed, religion, sex, sexual orientation, marital
status, age, national origin or ancestry in the hiring, firing, promoting or demoting of any
person engaged in the construction work.
Section 4.6 Prevailing Wages. As material consideration to the City for entering
into this Agreement, Developer agrees that, to the extent state law requires prevailing wages to
be paid on the Project, Developer's construction contract with its general contractor for the
initial Improvements and any replacement improvements or any material alterations or new
construction on the Premises shall require the general contractor (and all subcontractors) to pay
the then general prevailing rate of per diem wages, in the locality where said work is being
performed, as ascertained by the California Department of Industrial Relations for each craft,
classification or type of worker employed to perform the work.
Section 4.7 Developer Fee. Developer shall be entitled to a developer fee in an
amount not exceeding the maximum amount allowed by California Tax Credit Allocation
Committee.
Section 4.8 Management Agreement. Developer is hereby approved as the initial
Management Agent for the Project. Upon request, Developer shall provide the City with a
copy of the management agreement.
ARTICLE 5
ONGOING DEVELOPER OBLIGATIONS
Section 5.1 Applicability. The conditions and obligations set forth in this Article
5 shall apply after conveyance of the Property to the Developer throughout the Term, unless a
shorter period of applicability is specified for a particular condition or obligation.
Section 5.2 Use. The Developer hereby agrees that, for the entire Term, the
Project will be used only for residential use consistent with the City Regulatory Agreement and
the Final Development Plans.
Section 5.3 Mandatory Language in All Subsequent Deeds, Leases and
Contracts.
(a) Basic Requirement. The Developer covenants by and for itself, its
successors and assigns that, except with respect to leasing of any portion of the Improvements to
seniors or other groups as described in this Agreement or the City Regulatory Agreement, there
shall be no discrimination against or segregation of a person or of a group of persons on account
of race, color, creed, religion, sex, sexual orientation, marital status, age, national origin, ancestry
or disability in the sale, lease, sublease transfer, use, occupancy, tenure or enjoyment of the
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Project nor shall the Developer or any person claiming under or through the Developer establish
or permit any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees in the Project. The foregoing covenant shall run with the land.
Notwithstanding any provision of this Agreement to the contrary, with respect to familial
status, Section 6.6(a) shall not be construed to apply to housing for older persons, as defined in
Section 12955.9 of the California Government Code and shall not be construed to affect Sections
51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the California Civil Code relating to housing for
senior citizens.
(b) Provisions In Conveyance Documents. All deeds, leases or contracts
made or entered into by the Developer, its successors or assigns, as to any portion of the Property
shall contain therein the following language:
(i) In Deeds:
"Grantee herein covenants by and for itself, its successors and assigns that there
shall be no discrimination against or segregation of a person or of a group of
persons on account of race, color, creed, religion, sex, sexual orientation, marital
status, age, national origin, ancestry or disability in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor
shall the grantee or any person claiming under or through the grantee establish or
permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees in the property herein conveyed. The foregoing
covenant shall run with the land."
(ii) In Leases:
"The lessee herein covenants by and for the lessee and lessee's heirs, personal
representatives and assigns and all persons claiming under the lessee or through
the lessee that this lease is made subject to the condition that there shall be no
discrimination against or segregation of any person or of a group of persons on
account of race, color, creed, religion, sex, sexual orientation, marital status, age,
national origin, ancestry or disability in the leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the land herein leased nor shall the lessee or
any person claiming under or through the lessee establish or permit any such
practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, sublessees,
subtenants, or vendees in the land herein leased."
(iii) In Contracts:
"There shall be no discrimination against or segregation of any person or group of
persons on account of race, color, creed, religion, sex, sexual orientation, marital
status, age, national origin or ancestry or disability in the sale, lease, sublease,
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transfer, use, occupancy, tenure or enjoyment of the property nor shall the
transferee or any person claiming under or through the transferee establish or
permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees of the land."
Section 5.4 Hazardous Materials.
(a) Certain Covenants and Agreements. The Developer hereby covenants and
agrees that:
(i) The Developer shall not knowingly permit the Project or any
portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or
transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous
Materials in, on or under the Project.
(ii) The Developer shall keep and maintain the Project and each
portion thereof in compliance with, and shall not cause or permit the Project or any portion
thereof to be in violation of, any Hazardous Materials Laws.
(iii) Upon receiving actual knowledge of the same, the Developer
shall immediately advise the City in writing of: (A) any and all enforcement, cleanup, removal or
other governmental or regulatory actions instituted, completed or threatened against the
Developer or the Project pursuant to any applicable Hazardous Materials Laws; (B) any and all
claims made or threatened by any third party against the Developer or the Project relating to
damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous
Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter
referred to as "Hazardous Materials Claims "); (C) the presence of any Hazardous Materials in,
on or under the Project; or (D) the Developer discovery of any occurrence or condition on any
real property adjoining or in the vicinity of the Project classified as "borderzone property" under
the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation
adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership,
occupancy, transferability or use of the Project under any Hazardous Materials Laws. The City
shall have the right to join and participate in, as a party if it so elects, any legal proceedings or
actions initiated in connection with any Hazardous Materials Claims, and to have its reasonable
attorney's fees in connection therewith paid by the Developer.
(iv) Without the City's prior written consent, which shall not be
unreasonably withheld, and which the City shall promptly grant or deny, the Developer shall not
take any remedial action in response to the presence of any Hazardous Materials on, under, or
about the Project (other than in emergency situations or as required by governmental agencies
having jurisdiction in which case the City agrees to provide its consent), nor enter into any
settlement agreement, consent decree, or other compromise in respect to any Hazardous
Materials Claims.
(b) Indemnity. Without limiting the generality of the indemnification set forth
in Section 7.4, the Developer hereby agrees to indemnify, protect, hold harmless and defend (by
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counsel reasonably satisfactory to the City), the City, its City Council members, officers, and
employees from and against any and all claims, losses, damages, liabilities, fines, penalties,
charges, administrative and judicial proceedings and orders, judgments, remedial action
requirements, enforcement actions of any kind, and all costs and expenses incurred in connection
therewith (including, but not limited to, the fees and expenses of attorneys, experts, consultants
or investigators), arising directly or indirectly, in whole or in part, out of: (1) the failure of the
Developer or its employees, agents, contractors or subcontractors to comply with any Hazardous
Materials Law relating in any way whatsoever to the handling, treatment, presence, removal,
storage, decontamination, cleanup, transportation or disposal of Hazardous Materials into, on,
under or from the Project; (2) the presence in, on or under the Project of any Hazardous
Materials or any releases or discharges of any Hazardous Materials into, on, under or from the
Project occurring from and after Developer's acquisition of the Property; or (3) any activity
carried on or undertaken on or off the Project, prior or subsequent to the conveyance of the
Property to the Developer, and whether by the Developer or any employees, agents, contractors
or subcontractors of the Developer, in connection with the handling, treatment, removal, storage,
decontamination, cleanup, transport or disposal of any Hazardous Materials at any time located
or present on or under the Project; provided, however, that the indemnification for activities
undertaken off the Project shall only apply to activities undertaken by the Developer or its
employees, agents, contractors or subcontractors. The foregoing indemnity shall further apply to
any residual contamination on or under the Project, or affecting any natural resources, and to any
contamination of any property or natural resources arising in connection with the generation, use,
handling, treatment, storage, transport or disposal of any such Hazardous Materials, and
irrespective of whether any of such activities were or will be undertaken in accordance with
Hazardous Materials Laws.
(c) No Limitation. The Developer hereby acknowledges and agrees that the
Developer's duties, obligations and liabilities under this Agreement, including, without
limitation, under subsection (b) above, are in no way limited or otherwise affected by any
information the City may have concerning the Project and /or the presence within the Project of
any Hazardous Materials, whether the City obtained such information from the Developer or
from its own investigations, unless such information was actually known to the City at the time
of execution of this Agreement and /or the time of the close of escrow for the conveyance of the
Property to the Developer but not disclosed pursuant to Section 3.6(a).
Section 5.5 Insurance Requirements.
(a) Required Coverage. The Developer and its successors and assigns to the
Property pursuant to this Agreement shall maintain and keep in force, at the Developer (or its
successors') sole cost and expense, the following insurance applicable to the Project:
(i) Worker's Compensation insurance, including Employer's
Liability coverage, with limits not less than One Million Dollars ($1,000,000) each accident, to
the extent required by law, which must be increased if required by California Workers'
Compensation Laws.
(ii) Comprehensive General Liability insurance with limits not less
than Two Million Dollars ($2,000,000) each occurrence combined single limit for Bodily Injury
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and Property Damage, including coverages for Contractual Liability, Personal Injury, Broad
Form Property Damage, Products and Completed Operations (this requirement may be satisfied
by Comprehensive General Liability insurance with limits not less than One Million Dollars
($1,000,000) each occurrence and umbrella coverage providing the remaining One Million
Dollars ($1,000,000) of coverage).
(iii) Comprehensive Automobile Liability insurance with limits not
less than One Million Dollars ($1,000,000) each occurrence combined single limit for Bodily
Injury and Property Damage, including coverages for owned, non -owned and hired vehicles, as;
provided, however, that if the Developer do not own or lease vehicles for purposes of this
Agreement, then no automobile insurance shall be required and the parties to this Agreement
shall initial this provision signifying same.
(iv) After completion of construction, property insurance covering
the Project covering all risks of loss (other than earthquake), including flood (if required), for
one hundred percent (100 %) of the replacement value, with deductible, if any, acceptable to the
City, naming the City as Loss Payees, as its interest may appear.
(v) During construction of the Improvements, Builder's Risk
insurance in an amount required by the Construction Lender.
(vi) Insurance policy limits shall be subject to an increase,
whenever the CPI increases by more than 10% over the base year or over the year of the most
recent adjustment in the policy limit. "CPI" means the Consumer Price Index For San Francisco -
Oakland -San Jose, CA, All Items (base year 1982 -1984 = 100), published by the United States
Department of Labor, Bureau of Labor Statistics. "Base year" means the first full year after the
Effective Date. "Year of the most recent adjustment" means the year in which the policy limit
was most recently increased based on the CPI. The CPI in any year shall be the average monthly
CPI for that year. For any claims related to this project, the Contractor's insurance coverage
shall be primary insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insurance or self - insurance maintained by the City, its officers, officials,
employees, or volunteers shall be in excess of the Contractor's insurance and shall not contribute
with it.
(b) Contractor's Insurance. The Developer shall cause any general contractor
or agent working on the Improvements under direct contract with the Developer to maintain
insurance of the types and in at least the minimum amounts described in subsections (a)(i),
(a)(ii), and (a)(iii) above, and shall require that such insurance shall meet all of the general
requirements of subsection (c) below. Subcontractors working on the Project under indirect
contract with the Developer shall be required to maintain the insurance described in subsections
(a)(i), (a)(ii) and (a)(iii) above, except that the Comprehensive General Liability insurance limits
shall not be less than One Million Dollars ($1,000,000) each occurrence combined single limit.
Liability and Comprehensive Automobile Liability insurance to be maintained by such
contractors and agents pursuant to this subsection shall name as additional insureds the City, the
City Council, and their officers, agents, and employees.
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(c) General Requirements. The required insurance shall be provided under an
occurrence form, and the Developer shall maintain such coverage continuously throughout the
Term. Should any of the required insurance be provided under a form of coverage that includes
an annual aggregate limit or provides that claims investigation or legal defense costs be included
in such annual aggregate limit, such annual aggregate limit shall be three times the occurrence
limits specified above.
Comprehensive General Liability, Comprehensive Automobile Liability and Property
insurance policies shall be endorsed to name as additional insureds the City and its City Council
members, officers, agents, employees, and volunteers.
All policies and bonds shall be endorsed to provide thirty (30) days prior written notice of
cancellation, reduction in coverage, or intent not to renew to the address established for notices
to the City pursuant to Section 7.1.
(d) Certificates of Insurance. Upon the City's request at any time during the
term of this Agreement, the Developer shall provide certificates of insurance and policy
endorsements or complete insurance policies, in form and with insurers reasonably acceptable to
the City, evidencing compliance with the requirements of this Section. All certificates and
endorsements are to be received and approved by the City before work commences.
Section 5.6 Collaboration by Developer and the City.
(a) Developer shall exchange the use of certain facilities with the City of
Ukiah for the mutual benefit of both parties, as set forth in Exhibit F.
(b) Developer will construct the Improvements in proper condition for their
intended purposes, including the second phase of a pedestrian trail that is shared with the
Museum property; parcels APN 002 - 281 -026 and 002 - 281 -029. The trail will be designed in
collaboration with the Museum to incorporate similar pathway materials, plant materials, and
overall design presentation. The design and proposed development of the trail will be approved
by City as noted in section 4.2. After construction, the pedestrian trail will be dedicated to City,
which will be responsible for the maintenance and repair of the pedestrian trail.
ARTICLE 6
DEFAULT AND REMEDIES
Section 6.1 General Applicability. The provisions of this Article 6 shall govern
the parties' remedies for breach or failure of this Agreement.
Section 6.2 No Fault of Parties. The following events constitute a basis for a
party to terminate this Agreement without the fault of the other:
(a) The Developer, despite good faith and diligent efforts, is unable to satisfy
all of the conditions precedent to the City's obligation to convey the Property to the Developer,
set forth in Article 2 or if Developer determines in its sole discretion that (i) the Property is not
suitable for the development of the Project or (ii) it will be unable to obtain the financing and /or
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land -use approvals needed to construct the Project, by not later than the Outside Date or such
later date mutually agreed upon by the City and the Developer; or
(b) The City, despite good faith and diligent efforts, is unable to convey the
Property to the Developer, and the Developer is otherwise entitled to such conveyance.
Upon the happening of any of the above - described events, and at the election of any party, this
Agreement may be terminated by written notice to the other party. After termination, neither
party shall have any rights against nor liability to the other party under this Agreement, except
that the indemnification provisions of Sections 2.2(c), 5.4)(b) and 7.4 shall survive such
termination and remain in full force and effect.
Section 6.3 Fault of City. The following events each constitute an Event of
Default by the City and a basis for the Developer to take action against the City:
(a) The City, without good cause, fails to convey the Property to the
Developer within the time and in the manner set forth in Article 3, and the Developer is
otherwise entitled by this Agreement to such conveyance; or
(b) The City breaches any other material provision of this Agreement.
Upon the happening of any of the above - described events, the Developer shall first notify
the City in writing of its purported breach or failure, giving the City sixty (60) days from receipt
of such notice to cure or, if cure cannot be accomplished within sixty (60) days, to commence to
cure such breach, failure, or act. In the event the City does not then so cure within said sixty (60)
days, or if the breach or failure is of such a nature that it cannot be cured within sixty (60) days,
the City fails to commence to cure within such sixty (60) days and thereafter diligently complete
such cure within a reasonable time thereafter but in no event later than one hundred twenty (120)
days, then the Developer shall be afforded all rights and remedies available at law or in equity.
Section 6.4 Fault of the Developer. Except as to events constituting a basis for
termination under Section 6.2, and provided further that the City has satisfied its obligations
hereunder with respect to conveying title to the Property and exercising its power to give
consents and approvals as reasonably requested, the following events in subsections (a)
through (d) below, shall each constitute an Event of Default by the Developer and a basis for
the City to take action against the Developer:
(a) The Developer fails to exercise good faith and diligent efforts to satisfy
one or more of the conditions precedent to the City's obligation to convey the Property to the
Developer; or
(b) The Developer refuses to accept conveyance from the City of the
Property; or
(c) Any representation or warranty contained in this Agreement or in any
application, financial statement, certificate or report submitted to the City in connection with this
Agreement proves to have been incorrect in any material and adverse respect when made and
continues to be materially adverse to the City; or
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(d) Developer is in material breach of any other provision of this Agreement;
or
(e) A court having jurisdiction shall have made or entered any decree or order
(1) adjudging the Developer to be bankrupt or insolvent, (2) approving as properly filed a
petition seeking reorganization of the Developer or seeking any arrangement for either of the
Developer under the bankruptcy law or any other applicable debtor's relief law or statute of the
United States or any state or other jurisdiction, (3) appointing a receiver, trustee, liquidator, or
assignee of the Developer in bankruptcy or insolvency or for any of its properties, or (4)
directing the winding up or liquidation of the Developer. The occurrence of any of the Events of
Default in this subsection shall act to accelerate automatically, without the need for any action by
the City, except as required under subsection (1) below.
(f) Remedies. Upon the happening of any of the above - described events, the
City shall first notify the Developer in writing of its purported breach, failure or act above
described, giving the Developer sixty (60) days from receipt of such notice to cure, or, if cure
cannot be accomplished within said sixty (60) days, to commence to cure such breach, failure, or
act. In the event the Developer fails to cure within said sixty (60) days, or if such breach is of a
nature that it cannot be cured within sixty (60) days, the Developer fails to commence to cure
within said sixty (60) days and diligently complete such cure within a reasonable time thereafter
but in no event later than one hundred twenty (120) days, then, the City shall be afforded all of
the rights and remedies available under law or in equity.
ARTICLE 7
GENERAL PROVISIONS
Section 7.1 Notices, Demands and Communications. Formal notices, demands,
and communications between the City and the Developer shall be sufficiently given if and shall
not be deemed given unless dispatched in writing and (a) addressed as follows and (b)
delivered in one of the following ways, and shall be deemed to have been delivered or received
(i) five (5) days after the date when deposited in the United States registered or certified mail,
return receipt requested, with postage prepaid (except in the event of a postal disruption, by
strike or otherwise, in the United States), or (ii) when personally delivered, (iii) when sent by
fax, provided receipt was promptly confirmed in writing by another means of notice allowed in
this Section 7.1, or (iv) one business day after the date deposited with the courier when sent by
personal delivery by a nationally recognized courier service (e.g., Federal Express) for next
day delivery. The current addresses and telecopy numbers of the City and the Developer are as
follows:
City:
City of Ukiah
Ukiah Civic Center
300 Seminary Avenue
Ukiah, CA 95482
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Disposition Agreement PEP -City of Ukiah.final.rev062215
Fax 707 - 463 -6204
Attn: City Manager
Developer:
Petaluma Ecumenical Properties
951 Petaluma Boulevard South
Petaluma, CA 94952
Attn: Executive Director
When the Agreement is transferred to a Partnership pursuant to Section 7.14, then the City shall
send to the limited partner of the Partnership a copy of all notices of default and all other notices
that City sends to Developer and /or the Partnership, at the address provided by any such limited
partner. The City shall accept a cure by such limited partner as a cure by the Developer and/or the
Partnership.
Section 7.2 Non - Liability of City Officials, Employees and Agents. No
member, official, employee or agent of the City shall be personally liable to the Developer, or
any successor in interest, in the event of any default or breach by the City or for any amount
which may become due to the Developer or successor or on any obligation under the terms of
this Agreement.
Section 7.3 Forced Delay. In addition to specific provisions of this Agreement,
performance by either party hereunder shall not be deemed to be in default where delays or
defaults are due directly or indirectly to war; insurrection; strikes or other labor unrest; lock-
outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy;
epidemics; quarantine restrictions; freight embargoes; governmental restrictions or priority;
litigation (including suits filed by third parties concerning or arising out of this Agreement);
unseasonable weather or soils conditions which, in the opinion of the Developer' s contractors,
will necessitate delays; acts of the other party; acts or failure to act of any public or
governmental agency or entity (other than the acts or failure to act of the City) despite the
diligent and good faith efforts of the party claiming the delay; or any other causes (other than
the Developer's inability to obtain financing for the Project) beyond the control or without the
fault of the party claiming an extension of time to perform. An extension of time for any cause
will be deemed granted if notice by the party claiming such extension is sent to the other within
thirty (30) days from the date the party seeking the extension first discovered the cause and
such extension of time is not rejected in writing by the other party within ten (10) days of the
date the notice is deemed received under Section 7.1.
Section 7.4 General Indemnification. The Developer agrees to indemnify,
protect, hold harmless and defend (by counsel acceptable to the City) the City, the City Council
members, and their officers and employees, from all suits, actions, claims, causes of action,
costs (including attorney's fees), demands, judgments and liens arising out of the Developer's
performance or non - performance under any of the City Regulatory Agreement or this
Agreement, or any other agreement executed pursuant to the City Regulatory Agreement,
except as caused by the City's willful misconduct or gross negligence.
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Section 7.5 Applicable Law. This Agreement shall be interpreted under and
pursuant to the laws of the State of California.
Section 7.6 No Brokers. All parties represent to the other parties that it has not
had any contact or dealings regarding the Property, or any communication in connection with
the subject matter of this transaction, through any real estate broker or other person who can
claim a right to a commission or finder's fee. If any broker or finder makes a claim for a
commission or finder's fee based upon a contact, dealings, or communications, the party
through whom the broker or finder makes this claim shall indemnify, defend with counsel of
the indemnified party's choice, and hold the indemnified party harmless from all expense, loss,
damage and claims, including the indemnified party's attorneys' fees, if necessary, arising out
of the broker's or finder's claim. The provisions of this section shall survive expiration of the
Term or other termination of this Agreement, and shall remain in full force and effect.
Section 7.7 Binding Upon Successors. This Agreement shall be binding upon
and inure to the benefit of the heirs, administrators, executors, successors in interest and
assigns of each of the parties hereto except that there shall be no Transfer of any interest by
any of the parties hereto except pursuant to the terms of this Agreement. Any reference in this
Agreement to a specifically named party shall be deemed to apply to any successor, heir,
administrator, executor or assign of such party who has acquired an interest in compliance with
the terms of this Agreement, or under law.
Section 7.8 Parties Not Co- Venturers. Nothing in this Agreement is intended to
or does establish the City and the Developer as partners, co- venturers, or principal and agent
with one another.
Section 7.9 Warranties. The City expresses no warranty or representation to the
Developer as to fitness or condition of the Property the subject of this Agreement for the
building or construction to be conducted thereon.
Section 7.10 Representations and Warranties.
(a) The City hereby covenants and warrants that it has full right, power and
authority to enter into this Agreement and to carry out all actions on its part contemplated by this
Agreement; that the execution and delivery of this Agreement were duly authorized by proper
action of the City and no consent, authorization or approval of the City Council or any board,
commission or person is necessary in connection with such execution and delivery or to carry out
all actions on the City's part contemplated by this Agreement, except as have been obtained and
are in full force and effect or are not required to be obtained until a later date; that the person
executing this Agreement on behalf of the City has full corporate authority to do so; and that this
Agreement constitutes the valid, binding and enforceable obligation of the City.
(b) The Developer hereby covenants and warrants: that the Developer is a
duly authorized and existing California nonprofit public benefit corporation; that the Developer
is and shall remain in good standing and qualified to do business in the State of California; that
the Developer has full right, power and authority to enter into this Agreement and to carry out all
actions on its part contemplated by this Agreement; that the execution and delivery of this
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Agreement were duly authorized by proper action of the Developer and no consent, authorization
or approval of any person is necessary in connection with such execution and delivery or to carry
out all actions on the Developer's part contemplated by this Agreement, except as have been
obtained and are in full force and effect or are not required to be obtained until a later date; that
the person executing this Agreement on behalf of the Developer has full corporate authority to
do so; and that this Agreement constitutes the valid, binding and enforceable obligation of the
Developer.
Section 7.11 Complete Understanding of the Parties. This Agreement may be
executed in one or more duplicate originals, each of which shall be deemed to be an original.
This Agreement and the attached exhibits constitute the entire understanding and agreement of
the parties with respect to the matters set forth in this Agreement. This Agreement has been
jointly negotiated and drafted. The language of this Agreement shall be construed as a whole
according to its fair meaning, and not strictly for or against any Party.
Section 7.12 Conflict With City Regulatory Agreement. In the event of a conflict
between the terms of this Agreement and the City Regulatory Agreement, the terms of this
Agreement shall control to the extent of such conflict.
Section 7.14 Assignment. Developer shall be permitted to assign its interest in
this Agreement to any limited partnership in which Developer or its affiliate is the managing
general partner.
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Disposition Agreement PEP -City of Ukiah.final.rev062215
IN WITNESS WHEREOF, the City, and the Developer have executed this Agreement in
triplicate on or as of the date first above written.
DEVELOPER:
Petaluma Ecumenical Properties, a California nonprofit
public benefit corporation
By:
Print Name:
Cl, Yvt
Title:fU
CITY OF UKIAH, a municipal corporation
By:
Print Name: S PP&-E S AV C-d ov10
Title : (4TYM ►Z
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Disposition Agreement PEP -City of Ukiah.final.rev062215
EXHIBIT A
Legal Description of the Site
The Site is comprised of five parcels with the following APNs: 002 - 281 -018; 002 - 281 -024; and
002 - 281 -028; 002 - 281 -015 and 002 - 281 -029, as described below. The Developer shall have the
right to merge the five parcels into one upon the Transfer of Property.
Beginning at a point on the Northerly line of Cleveland's Lane, which is the Southwest corner of the land of Jay C. Smith et ux, and
which said point is distant 120 feet Westerly from the Southeast comer of that certain real property conveyed by S. S. McGarvey to G.
Lucchesi, by deed dated January 24, 1918 and recorded January 24, 1918 in Book 146 of Deeds, Page 459, Mendocino County
Records; thence from said point running Westerly along the Northerly line of said Cleveland's Lane a distance of 180 feet to the point of
beginning of this description, said point being the Southwest corner of lands of Alvin W. Reeder et ux, as described in deed recorded
January 31, 1951 in Volume 284 of Official Records, Page 28 Mendocino County Records; thence from said point of beginning running
Westerly along the Northerly line of said Cleveland's Lane a distance of 60 feet; thence running Northerly and parallel with the Easterly
line of Main Street in said City of Ukiah 175 feet; thence running Easterly and parallel with the Northerly line of Cleveland's Lane 60
feet to the Northwest corner of said Reeder land; thence along the West line of said Reeder land Southerly 175 feet to the point of
beginning.
APN: 002- 281 -18
Commencing at a point on the Northerly line of Cleveland's Lane which is the Southwest comer of the land now or formerly owned by
Jay C. Smith et ux and which said point is distant 120 feet Westerly from the Southeast comer of that certain real property conveyed by
S. S. McGarvey to G. Lucchesi by deed dated the 24th day of January, 1918 and recorded on the 24th day of January, 1918 in Liber
146 of Deeds, Page 459, Mendocino County Records, and thence from said point running Westerly along the Northerly line of said
Cleveland's Lane a distance of 60 feet to the point of beginning of this description; thence Northerly and parallel with the Easterly line
of Main Street in the City of Ukiah to the Northerly line of the real property conveyed to G. Lucchesi by S. S. McGarvey as aforesaid;
thence running Westerly along the Northerly line of aforesaid land conveyed by S. S. McGarvey to G. lucchesi as aforesaid a distance of
120 feet; thence Southerly parallel with the Easterly line of Main Street to the Southerly line of the land conveyed by S. S. McGarvey to
G. Lucchesi as aforesaid; thence Easterly along said Southerly line 120 feet to the place of beginning.
Together with the following described parcel of land:
Beginning at the Southeast corner of said Parcel One and as shown on a map recorded in Map Case 2, Drawer 38, Page 47, Mendocino
County Records; thence along the East line of said parcel as shown on said map North 10° 48' 54" West, 176.39 feet (record per said
map: 176.40 feet) to the Northeast comer of said parcel; thence along the Easterly extension of the North line of said parcel North 88°
49' 06" East (record per said map: North 88° 49' 07" East), 23.45 feet; thence leaving said Easterly extension South 3° 39' 09" East,
174.06 feet to the North line of Cleveland Lane as shown on said map; thence along said North line of Cleveland Lane South 88° 43'
02" West (record per said map: South 88° 19' 00" West), 1.43 feet to the point of beginning and the end of this description.
APN: 002 - 281 -28
Parcel Three:
Commencing at a point on the East line of Main Street in the City of Ukiah, at the Northwest corner of the First Tract, described in the Decree
of Distribution in the Matter of the Estate of Gulseppi Lucchesi, Deceased, dated September 15,1933, recorded in Liber 107 of Official
Records, Page 487, Mendocino County Records, andrunning thence Easterly along the North line of said First Tract a distance of 160 feet;
thence Southerly at right angles 90 feet; thence in a Northwesterly direction to a point on the East line of Main Street, distant 75 feet
Southerly from the point of beginning, and thence Northerly along the East line of Main Street, 75 feet to the point of beginning.
Excepting therefrom that portion lying Southerly of the line described in that certain Boundary Line Agreement by and between Thomas F.
Johnson and Christine A. Johnson, husband and wife and Jack Fravel and Kay M. Fravel, husband and wife, on June 1,1994 in Book 2180 of
Official Records, Page 154, Mendocino County Records.
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Disposition Agreement PEP -City of Ukiah.frnal.rev062215
Parcel Four:
All that portion lying Northerly of the line described in that certain Boundary Line Agreement by and between Thomas F. Johnson and Christine
A. Johnson, husband and wife and Jack Fravel and Kay M. Fravel, husband and wife, on June 1,1994 in Book 2180 of Official Records, Page
154, Mendocino County Records.
APN: 002 -281 -24
Beginning at a point on the Northerly line of Cleveland's Lane, which said point is distant 60 feet Westerly from the
Southeast corner of that certain real property conveyed by S. S. McGarvey to G. Lucchesi, by deed dated January 24, 1918,
recorded January 24, 1918 in Book 146 of Deeds, Page 459, Mendocino County Records; thence from said point of
beginning running Westerly along the Northerly line of said Cleveland's Lane, a distance of 60 feet; thence funning
Northerly and parallel with the Easterly line of Main Street in the City of Ukiah, a distance of 170 feet, more or less, to the
Northerly line of the real property conveyed to G. Lucchesi by S. S. McGarvey as aforesaid, a distance of 60 feet; thence
running Southerly in a direct line to the Northerly line of Cleveland's Lane and the point of beginning, being a portion of
Block M of the City of Ukiah, County of Mendocino, State of California.
APN: 002 - 281 -15
The land described in the deed to Mark A. Carpenter, et ux, recorded February 5, 1951 in Book 286 of Official Records, Page
48, Mendocino County Records, as follows:
Beginning at a point on the Northerly line of Cleveland's Lane, which is the Southwest corner of the land now or formerly
owned by Jay C. Smith et ux and which point is distant 120 feet Westerly from the Southeast corner of that certain real
property conveyed by S. S. McGarvey to G. Lucchesi, by deed dated the 24th day of January, 1918, and recorded on the 24th
day of January, 1918, in Book 146 of Deeds, page 459, Mendocino County Records; and thence from said point of beginning
running Westerly along the Northerly line of said Cleveland's Lane a distance of 60 feet; thence running Northerly and
parallel with the Easterly line of Main Street in said City of Ukiah to the Northerly line of the real property conveyed to G.
Lucchesi by S. S. McGarvey, as aforesaid; thence running Easterly along the Northerly line of the aforesaid land conveyed by
S. S. McGarvey to G. Lucchesi as aforesaid, a distance of 60 feet, more or less, to the Northwest corner of the lands of Jay C.
Smith and Dorothy Lee Smith; thence running Southerly along the Westerly line of the said Smith lands to the Southwesterly
corner of the said Smith lands and the point of beginning, being a portion of Block M. of the City of Ukiah, Mendocino
County, California.
Excepting therefrom that portion described in the deed to Thomas F. Johnson, recorded June 2, 2003 as 2003 - 13962, Mendocino County
Records, as follows:
"Beginning at the Southeast corner of said PARCEL ONE as shown on a map recorded in Map Case 2, Drawer 38, Page 47,
Mendocino County Records; thence along the East line of said parcel as shown on said map North 10° 48' 54" West, 17639 feet
(Record per said map: 176.40 feet) to the Northeast corner of said parcel; thence along the easterly extension of the North line of said
parcel North 88° 49' 06" East (Record per said map: North 88° 49' 07" Fait), 23.45 feet; thence leaving said easterly extension South
3° 39' 09" East, 174.06 feet to the North line of Cleveland Lane as shown on said map; thence along said North lime of Cleveland Lane
South 88° 43' 02" West (Record per said map: South 88° 19' 00" West), 1.43 feet to the point of beginning and the end of this
description."
APN: 002 - 281- 29(ptn.)
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Disposition Agreement PEP -City of Ukiah.final.rev062215
EXHIBIT B
Conceptual Site Plan
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Disposition Agreement PEP -City of Ukiah.final.rev062215
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Disposition Agreement PEP-City of Ulciah.final.rev062215
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Disposition Agreement PEP-City of Ulciah.final.rev062215
EXHIBIT C
Form of City Regulatory Agreement
This page intentionally left blank. See next page.
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Disposition Agreement PEP -City of Ukiah.final.rev062215
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Ukiah as Housing Successor
300 Seminary Avenue
Ukiah, CA 95482
Attn: Executive Director
No fee document pursuant to
Government Code Section 27383
REGULATORY AGREEMENT AND
DECLARATION OF RESTRICTIVE COVENANTS
This Regulatory Agreement and Declaration of Restrictive Covenants (the "Agreement ")
is made and entered into as of , 2015, by and between the City of Ukiah ( "City "), a
general law city, acting in its capacity as the City's Housing Successor (the "Housing
Successor ") and Petaluma Ecumenical Properties, a California nonprofit public benefit
corporation ( "PEP" or the "Developer "). The Housing Successor and the Developer are
sometimes referred to in this Agreement individually as a "Party" and collectively as the
"Parties ".
RECITALS
1. The Housing Successor has entered into a Disposition Agreement (the
"Agreement ") with Developer under which the Housing Successor agrees to convey for $1
undeveloped land to Developer located in the City of Ukiah, County of Mendocino, more
particularly described in Exhibit A attached to and incorporated in this Agreement (the
"Property "). The Property will be used for construction and development of a 42 -unit rental
housing development for low and moderate - income seniors (including one unrestricted unit for a
resident manager).
2. The Property was acquired from the City's former Redevelopment Agency with
funds from the funds set aside pursuant to Health and Safety Code Section 33334.2.
3. In accordance with the Redevelopment, the expenditure of monies to acquire the
Property and convey it to the Developer will serve the purposes of Section 33334.2 of the
Redevelopment Law, by improving and increasing the community's supply of affordable
housing.
4. The Housing Successor has agreed to convey the Property to Developer on the
condition that the Development be maintained and operated in accordance with Health and
Safety Sections 33334.2 et seq., and in accordance with additional restrictions concerning
affordability, operation, and maintenance of the Development, as specified in this Agreement.
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Disposition Agreement PEP -City of Ukiah.final.rev062215
5. In consideration of receipt of the Property for $1, and other good and valuable
consideration, the receipt of which is hereby acknowledged, Developer has further agreed to
observe all the terms and conditions set forth below.
6. In order to ensure that the entire Development will be used and operated in
accordance with these conditions and restrictions, the Housing Successor and Developer wish to
enter into this Agreement.
THEREFORE, the Housing Successor and Developer agree as follows.
ARTICLE 1.
DEFINITIONS
1.1 Definitions. When used in this Agreement, the following terms shall have the
respective meanings assigned to them in this Article 1.
(a) "Actual Household Size" shall mean the actual number of persons in the
applicable household.
(b) "Adjusted Income" shall mean the total anticipated annual income of all
persons in a household, as calculated in accordance with 25 California Code of Regulations
Section 6914 or pursuant to a successor State housing program that utilizes a reasonably similar
method of calculation of adjusted income. In the event that no such program exists, the Housing
Successor shall provide the Developer with a reasonably similar method of calculation of
adjusted income as provided in said Section 6914.
(c) "Agreement" shall mean this = Regulatory Agreement and Declaration of
Restrictive Covenants.
(d) "Apartments" shall mean the units of rental housing to be made available
to low- income and moderate - income households, in accordance with this Agreement.
(e) "Assumed Household Size" shall have the meaning set forth in Section
2.2(c).
(f) "Housing Successor" means the City of Ukiah, acting in the capacity of
the Housing Successor in accordance with Health and Safety Code Sections 34176 and 34176.
"City" shall mean the City of Ukiah, a municipal corporation.
(g) "Developer" shall mean Petaluma Ecumenical Properties, a California
nonprofit public benefit corporation, and its successors and assigns as permitted by this
Agreement.
(h) "Development" shall mean the Property and the Improvements.
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Disposition Agreement PEP -City of Ukiah.final.rev062215
(i) "Low Income Household" shall mean a household with an Adjusted
Income which does not exceed Sixty Percent (60 %) of Median Income, adjusted for Actual
Household Size.
(j) "Low Income Rent" shall mean the maximum allowable rent for a Low
Income Unit pursuant to Section 2.2(a) below.
(k) "Low Income Units" shall mean the Units which, pursuant to Section
2.1(b) below, are required to be occupied by Low Income Households.
(1) "Improvements" shall mean the improvements to be constructed by the
Developer on the Property, including the Apartments, and appurtenant landscaping and
improvements.
(m) "Median Income" shall mean the median gross yearly income adjusted for
Actual Household Size or Assumed Household Size, as specified in this Agreement, in the
County of Mendocino, California, as published from time to time by HUD and the State of
California. In the event that such income determinations are no longer published, or are not
updated for a period of at least eighteen (18) months, the Housing Successor shall provide the
Developer with other income determinations which are reasonably similar with respect to
methods of calculation to those previously published by HUD and the State.
(n) "Moderate Income Household" shall mean a household with an Adjusted
Income which does not exceed One Hundred Twenty Percent (120 %) of Median Income,
adjusted for Actual Household size.
(o) "Moderate Income Rent" shall mean the maximum allowable rent for a
Moderate Income Unit pursuant to Section 2.2(b) below.
(p) "Moderate Income Unit" shall mean the Units which, pursuant to Section
2.1(a) below, are required to be occupied by Moderate Income Households.
(q) "PEP" shall mean Petaluma Ecumenical Properties, a California nonprofit
public benefit corporation.
(r) "Property" shall mean the real property described in Exhibit A attached o
and incorporated in this Agreement.
(s) "Rent" shall mean the total of monthly payments by the tenants of a Unit
for the following: use and occupancy of the Unit and land and associated facilities, including
parking; other than security deposits; and the cost of an adequate level of service for utilities paid
by the tenant, including garbage collection, sewer, water, electricity, and gas, but not cable or
telephone service.
(t) "Tenant" shall mean a household occupying a Unit.
27
Disposition Agreement PEP -City of Ukiah.final.rev062215
(u) "Term" shall mean the term of this Agreement which shall commence on
the date of recordation of this Agreement, and shall continue until December 31, 2076, and in
perpetuity thereafter, unless and until the Parties agree to terminate this agreement.
(v) "Units" shall mean the senior rental units to be constructed by the
Developer on the Property.
ARTICLE 2.
OCCUPANCY AND AFFORDABILITY
2.1 Occupancy Requirements.
(a) Moderate Income Units. Twenty -One of the Units shall be rented to and
occupied by, or if vacant, available for occupancy by Moderate Income Households.
(b) Low Income Units. Twenty of the Units shall be rented to and occupied by
or, if vacant, available for occupancy by Low Income Households.
2.2 Allowable Rent.
(a) Low Income Rent. Subject to Section 2.3 below, the Rent charged to Tenants
of the Low Income Units shall not exceed one - twelfth (1 /12th) of thirty percent (30 %) of Sixty
Percent (60 %) of Median Income, adjusted for Assumed Household Size.
(b) Moderate Income Rent. Subject to Section 2.3 below, the Rent charged to
Tenants of the Moderate Income Units shall not exceed one - twelfth (1 /12th) of Thirty Percent
(30 %) of One Hundred Ten Percent (110 %) of Median Income, adjusted for Assumed Household
Size.
(c) In calculating the allowable Rent for the Units, the following Assumed
Household Sizes shall be utilized, provided, however, that if the Project is financed with low
income housing tax credits, the assumed household size required by the California Tax Credit
Allocation Committee shall control:
Number of Bedrooms Assumed Household Size
Studio 1
One 2
Two 3
Three 4
(d) Rent Increases. Annual rent increases, if any, shall be limited to: (i) the
percentage of increase in Median Income since the last rent increase; (ii) the percentage increase,
allowed by any other regulatory agreement applicable to the Development, whichever is lower.
28
Disposition Agreement PEP -City of Ukiah.final.rev062215
2.3 Increased Income of Tenants.
(a) Increase Above Low Income Limit. In the event, upon recertification of a
Tenant's household's income, the Developer determines that a Low Income Household no longer
qualifies as a Low Income Household (but does qualify as a Moderate Income Household), such
household's Unit shall be considered a Moderate Income Unit, and, upon expiration of the
Tenant's lease, the Rent may be increased to one - twelfth (1 /12th) of Thirty Percent (30 %) of One
Hundred Ten Percent (110 %) of Median Income upon sixty (60) days written notice to the
Tenant, and the Developer shall rent the next available Unit to a Low Income Household to
comply with the requirements of Section 2.1 above.
(b) Termination of Occupancy. Upon termination of occupancy of a Unit by a
Tenant, such Unit shall be deemed to be continuously occupied by a household of the same
income level (i.e., Low Income Household or Moderate Income Household) as the initial income
level of the vacating Tenant, until such Unit is reoccupied, at which time the income character of
the Unit (i.e., Low Income or Moderate Income) shall be redetermined.
2.4 Tenant Selection.
All of the Units shall be available for occupancy on a continuous basis to members of the
general public who are income eligible and who qualify as senior citizens pursuant to California
Civil Code Section 51.3. Developer shall not give preference to any particular class or group of
persons in renting the Units, except to the extent that the Units are required to be leased to Low
Income Households or Moderate Income Households occupied by seniors. There shall be no
other discrimination against or segregation of any person or group of persons, on account of race,
color, creed, religion, sex, sexual orientation, marital status, national origin, source of income,
disability, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or
enjoyment of any Unit.
2.5 Lease Provisions. Developer shall include in leases for all Units provisions which
authorize Developer to immediately terminate the tenancy of any household one or more of
whose members misrepresented any fact material to the household's qualification as a Low
Income Household or Moderate Income Household. Each lease or rental agreement shall also
provide that the household is subject to annual income recertification, and that, if the household's
income increases above the applicable limits for a Low Income Household or Moderate Income
Household, as applicable, such household's Rent may be subject to increase, and such
household's occupancy may be subject to termination if the household fails or refuses to provide
the information required by the Developer or any regulatory body with respect to the household's
income.
2.6 Income Certification. The Developer will obtain, complete and maintain on file,
immediately prior to initial occupancy and annually thereafter, income and household size
certifications from each Tenant renting any of the Units. Copies of tenant income certifications
shall be available to the Housing Successor upon request.
29
Disposition Agreement PEP -City of Ukiah.final.rev062215
2.7 Annual Reports to Housing Successor. Developer shall submit to the Housing
Successor not later than the ninetieth (90th) day after the close of each calendar year during the
Term, a statistical report, including income and rent data for all Units.
2.8 Records. Developer shall maintain complete, accurate and current records pertaining
to the Development, and shall permit any duly authorized representative of the Housing
Successor to inspect records, including records pertaining to income and household size of
Tenants. The Developer shall retain copies of all materials obtained or produced with respect to
occupancy of the Units for a period of at least five (5) years.
2.9 On -site Inspection. The Housing Successor shall have the right to perform an on-
site inspection of the Development at least one time per year. The Developer agrees to cooperate
in such inspection.
I R TICLE 3.
OPERATION OF THE DEVELOPMENT
3.1 Residential Use. The Development shall be used only for rental residential use for
low - income and moderate - income households.
3.2 Taxes and Assessments. Developer shall pay all real and personal property taxes,
assessments, if any, and charges and all franchise, income, employment, old age benefit,
withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such
manner as to prevent any penalty from accruing, or any line or charge from attaching to the
Property; provided, however, that Developer shall have the right to contest in good faith, any
such taxes, assessments, or charges. In the event Developer exercises its right to contest any tax,
assessment, or charge against it, Developer, on final determination of the proceeding or contest,
shall immediately pay or discharge any decision or judgment rendered against it, together with
all costs, charges and interest.
ARTICLE 4.
PROPERTY MANAGEMENT AND MAINTENANCE
4.1 Management Responsibilities. The Developer is responsible for all management
functions with respect to the Development, including without limitation the selection of tenants,
certification and recertification of household size and income, evictions, collection of rents and
deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital
items, and security. The Housing Successor shall have no direct responsibility over management
of the Development. The Developer shall retain a professional property management company
approved by the Housing Successor in its reasonable discretion to perform its management duties
under this Agreement. A resident manager shall also be required.
4.2 Management Agent. The Development shall at all times be managed by an
experienced management agent reasonably acceptable to the Housing Successor (as approved,
the "Management Agent "), with demonstrated ability to operate residential facilities like the
Development in a manner that will provide decent, safe, and sanitary housing. The Housing
30
Disposition Agreement PEP -City of Ukiah.final.rev062215
Successor agrees that PEP is approved as the initial Management Agent of the Development.
The Developer shall submit for the Housing Successor's approval the identity of any proposed
substitute Management Agent. The Developer shall also submit such additional information
about the background, experience and financial condition of any proposed substitute
Management Agent as is reasonably necessary for the Housing Successor to determine whether
the proposed Management Agent meets the standard for a qualified Management Agent set forth
above. If the proposed substitute Management Agent meets the standard for a qualified
Management Agent set forth above, the Housing Successor shall approve the proposed
Management Agent by notifying the Developer in writing. Unless the proposed Management
Agent is disapproved by the Housing Successor within thirty (30) days, which disapproval shall
state with reasonable specificity the basis for disapproval, it shall be deemed approved. If the
proposed Management Agent is disapproved by the Housing Successor for failing to meet the
standard for a qualified Management Agent set forth above, the Housing Successor shall provide
the specific reasons for such disapproval, and the Developer shall submit for the Housing
Successor's approval a new proposed Management Agent within thirty (30) days following the
Housing Successor's disapproval. The Developer shall continue to submit proposed
Management Agents for Housing Successor approval until the Housing Successor approves a
proposed Management Agent.
4.3 Property Maintenance. The Developer agrees, for the entire Term of this
Agreement, to maintain all interior and exterior improvements, including landscaping, on the
Property in good condition and repair (and, as to landscaping, in a healthy condition) and in
accordance with all applicable laws, rules, ordinances, orders and regulations of all federal, state,
county, municipal, and other governmental agencies and bodies having or claiming jurisdiction
and all their respective departments, bureaus, and officials.
The Housing Successor places prime importance on quality maintenance to protect its
investment and to ensure that all Housing Successor assisted affordable housing projects within
the City are not allowed to deteriorate due to poor maintenance. Normal wear and tear of the
Development will be acceptable to the Housing Successor assuming the Developer agrees to
provide all necessary improvements to assure the Development is maintained in good condition.
The Developer shall make all repairs and replacements necessary to keep the improvements in
good condition and repair.
ARTICLE 5.
ASSIGNMENT AND TRANSFERS
5.1 Definitions.
As used in this Article, the term "Transfer" means:
(a) Any total or partial sale, assignment or conveyance, or any trust or power, or
any transfer in any other mode or form, of or with respect to this Agreement or of the
Development or any part of the Developer or any interest in the Developer or any contract or
agreement to do any of the same; or
31
Disposition Agreement PEP -City of Ukiah.final.rev062215
(b) Any total or partial sale, assignment or conveyance, of any trust or power, or
any transfer in any other mode or form, of or with respect to any ownership interest in
Developer; or
(c) Any merger, consolidation, sale or lease of all or substantially all of the assets
of Developer; or
(d) The leasing of part or all of the Property or the Improvements on the Property;
provided, however, that leases of the units included within the Development to tenant occupants,
in accordance with the Regulatory Agreement, shall not be deemed a "Transfer" for purposes of
this Article.
5.2 Purpose of Restrictions on Transfer.
This Agreement is entered into solely for the purpose of the development and operation
of the Development and its subsequent use in accordance with the terms of this Agreement. The
Developer recognizes that the qualifications and identity of Developer are of particular concern
to the Housing Successor, in view of:
(a) The importance of the redevelopment of the Property to the general welfare of
the community; and
(b) The land acquisition assistance and other public aids that have been made
available by law and by the government for the purpose of making such redevelopment possible;
and
(c) The reliance by the Housing Successor upon the unique qualifications and
ability of the Developer to serve as the catalyst for development of the Property and upon the
continuing interest which the Developer will have in the Property to assure the quality of the use,
operation and maintenance deemed critical by the Housing Successor in the development of the
Property; and
(d) The fact that a change in ownership or control of the Developer as owner of
the Property, or of a substantial part of the Property, or any other act or transaction involving or
resulting in a significant change in ownership or with respect to the identity of the parties in
control of the Developer or the degree those parties' control of the Developer is for practical
purposes a transfer or disposition of the Property; and
(e) The fact that the Property is not to be acquired or used for speculation, but
only for development and operation by the Developer in accordance with the Agreement; and
(f) The importance to the Housing Successor and the community of the standards
of use, operation and maintenance of the Property.
32
Disposition Agreement PEP -City of Ukiah.final.rev062215
The Developer further recognizes that it is because of such qualifications and identity that the
Housing Successor is entering into this Agreement with the Developer and that Transfers are
permitted only as provided in this Agreement.
5.3 Prohibited Transfers.
The limitations on Transfers set forth in this Article shall apply throughout the Term.
Except as expressly permitted in this Agreement, the Developer represents and agrees that the
Developer has not made or created, and will not make or create or suffer to be made or created,
any Transfer, either voluntarily or by operation of law without the prior written approval of the
Housing Successor.
Any Transfer made in contravention of this Section shall be void and shall be deemed to
be a default under this Agreement whether or not the Developer knew of or participated in such
Transfer.
5.4 Permitted Transfers.
Notwithstanding the provisions of Section 6.3, the following Transfers shall be permitted
and by execution of this Agreement are approved by the Housing Successor, subject to
satisfaction of the requirements of Section 5.5:
(a) Any Transfer creating a mortgage, deed of trust, or other method of security to
finance acquisition, development, rehabilitation of repair of the Development (a "Secured
Financing ");
(b) Any Transfer directly resulting from the foreclosure of a Secured Financing or
the granting of a deed in lieu of foreclosure of a Secured Financing; and
(c) The admission of an investor as a limited partner of the Developer for the
purposes of syndicating the tax credits to an investor to obtain funds for acquisition,
development, rehabilitation or repair of the Development, and any subsequent transfers by the
investor limited partner. The Housing Successor, by execution of this Agreement, approves the
sale of limited partnership interests in the Developer to investors.
(d) Any transfer to an affiliate of Developer or a limited partnership in which
Developer or an entity controlled by Developer or PEP is the general partner or to a limited
liability company of which Developer or an entity controlled by Developer or PEP is the
managing member.
5.5 Effectiveness of Certain Permitted Transfers.
No Transfer of this Agreement permitted pursuant to Section 5.4 (other than a Transfer
pursuant to a Secured Financing under Section 5.4(a) or (b)) or Section 5.6 shall be effective
unless, at the time of the Transfer, the person or entity to which such Transfer is made, by an
instrument in writing reasonably satisfactory to the Housing Successor and in form recordable
33
Disposition Agreement PEP -City of Ukiah.final.rev062215
among the land records of Mendocino County, shall expressly assume the obligations of the
Developer under this Agreement and agree to be subject to the conditions and restrictions to
which the Developer is subject arising during this Agreement, to the fullest extent that such
obligations are applicable to the particular portion of or interest in the Development conveyed in
such Transfer. Anything to the contrary notwithstanding, the holder of a Secured Financing
whose interest shall have been acquired by, through or under a Secured Financing or shall have
been derived immediately from any holder of a Secured Financing shall not be required to give
to Housing Successor such written assumption until such holder or other person is in possession
of the Property or entitled to possession of the Property pursuant to enforcement of the Secured
Financing.
In the absence of specific written agreement by the Housing Successor, no such Transfer,
assignment or approval by the Housing Successor shall be deemed to relieve the Developer or
any other party from any obligations under this Agreement.
5.6 Other Transfers with Housing Successor Consent.
The Housing Successor may, in its sole discretion, approve in writing other Transfers as
requested by the Developer. In connection with such request, there shall be submitted to the
Housing Successor for review all instruments and other legal documents proposed to effect any
such Transfer. If a requested Transfer is approved by the Housing Successor such approval shall
be indicated to the Developer in writing. Such approval shall be granted or denied by the
Housing Successor within thirty (30) days of receipt by the Housing Successor of Developer's
request for approval of a Transfer.
ARTICLE 6.
MISCELLANEOUS
6.1 Term. The provisions of this Agreement shall apply to the Property for the entire
Term even if the entire Loan is paid in full prior to the end of the Term.
6.2 Compliance with Program Requirements. The Developer's actions with respect to
the Property shall at all times be in full conformity with the requirements imposed on projects
assisted with Redevelopment Low and Moderate Income Housing Fund monies under California
Health and Safety Code Section 33334.2 et seq.
6.3 Covenants to Run With the Land. The Housing Successor and Developer declare
their express intent that the covenants and restrictions set forth in this Agreement shall run with
the land, and shall bind all successors in title to the Property, provided, however, that on the
expiration of the Term of this Agreement said covenants and restrictions shall expire.
6.4 Developer Default; Enforcement by the Housing Successor. If Developer fails to
cure a default under this Agreement within thirty (30) days after the Housing Successor has
notified the Developer in writing of the default or, if the default cannot be cured within thirty
(30) days, failed to commence to cure within thirty (30) days and thereafter diligently pursue
such cure, the Housing Successor shall have the right to enforce this Agreement by bringing an
34
Disposition Agreement PEP -City of Ukiah.final.rev062215
action at law or in equity, including, but not limited to, an action to compel Developer's
performance of its obligations under this Agreement.
6.5 Attorneys Fees and Costs. In any action brought to enforce this Agreement, the
prevailing party shall be entitled to all costs and expenses of suit, including attorneys' fees.
6.6 Recording and Filing. The Housing Successor and Developer shall cause this
Agreement, and all amendments and supplements to it, to be recorded against the Property in the
Official Records of the County of Mendocino.
6.7
California.
Governing Law. This Agreement shall be governed by the laws of the State of
6.8 Amendments. This Agreement may be amended only by a written instrument
executed by all the Parties or their successors in title, and duly recorded in the real property
records of the County of Mendocino, California.
6.9 Notice. Formal notices, demands, and communications between the Housing
Successor and the Developer shall be sufficiently given if and shall not be deemed given unless
dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered
by reputable overnight delivery service, return receipt requested, or delivered personally with a
delivery receipt, to the principal office of the Housing Successor and the Developer as follows:
Housing Successor:
Ukiah Redevelopment Housing Successor
300 Seminary Avenue
Ukiah, CA 95482
Attn: Executive Director
Developer:
Petaluma Ecumenical Properties
951 Petaluma Boulevard South
Petaluma, CA 94952
Attn: Executive Director
Such written notices, demands and communications may be sent in the same manner to such
other addresses as the affected Party may from time to time designate by mail as provided in this
Section. Receipt shall be deemed to have occurred on the date shown on a written receipt as the
date of delivery or refusal of delivery (or attempted delivery if undeliverable).
6.10 Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining portions of this
Agreement shall not in any way be affected or impaired by such invalidity, illegality or
uneforceability.
35
Disposition Agreement PEP -City of Ukiah.final.rev062215
6.11 Multiple Originals; Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original.
6.12 Estoppel Certificates. The City agrees, from time to time, within fifteen (15)
days after receipt of written notice from Developer, to execute and deliver to Developer a written
statement certifying that, to the knowledge of the City, (a) this Agreement is in full force and
effect and a binding obligation of the Parties (if such be the case); (b) this Agreement has not
been amended or modified either orally or in writing, and if so amended, identifying the
amendments; (c) Developer is not in default in the performance of its obligations under this
Agreement, or if in default, to describe therein the nature and amount of any such defaults; and
(d) such other matters reasonably required by any lender or the tax credit investor.
36
Disposition Agreement PEP -City of Ukiah.final.rev062215
IN WITNESS WHEREOF, the Housing Successor and Developer have executed this
Agreement by duly authorized representatives, all on the date first written above.
HOUSING SUCCESSOR:
City of Ukiah
By:
Its:
DEVELOPER:
Petaluma Ecumenical Properties, a California
nonprofit public benefit corporation
By:
Mary Stompe
Executive Director
APPROVED AS TO FORM
Housing Successor Counsel
By:
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document
STATE OF CALIFORNIA )
)
COUNTY OF )
On , 20 before me, , Notary
Public, personally appeared , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person(s)
Disposition Agrmt PEP -City of Ukiah- rev062215
whose name(s) is /are subscribed to the within instrument and acknowledged to me that
he /she /they executed the same in his/her /their authorized capacity(ies), and that by
his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
STATE OF CALIFORNIA
)
)
COUNTY OF )
On , 20_ before me, , Notary
Public, personally appeared , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is /are subscribed to the within instrument and acknowledged to me that
he /she /they executed the same in his/her /their authorized capacity(ies), and that by
his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
Disposition Agrmt PEP -City of Ukiah- rev062215
EXHIBIT D
Form of City Grant Deed
This page intentionally left blank. See next page.
Disposition Agrmt PEP -City of Ukiah- rev062215
RECORDING REQUESTED BY:
MAIL TAX STATEMENTS AND
WHEN RECORDED MAIL TO:
Order No.:
Escrow No.:
APN: SPACE ABOVE THIS LINE IS FOR RECORDER'S USE
GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S): DOCUMENTARY TRANSFER TAX IS $
Computed on full value of property conveyed, or
Computed on full value less liens and encumbrances remaining at time of sale.
Unincorporated area City of
For valuable consideration, receipt of which is hereby acknowledged, the City of Ukiah
hereby GRANT(S) to Petaluma Ecumenical Properties, a California nonprofit public benefit
corporation
the real property situated in the County of Mendocino, State of California, more particularly
described as follows:
Dated:
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On
personally
appeared
before me,
) SS.
, Notary Public,
Disposition Agrmt PEP -City of Ukiah- rev062215
who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies),
and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature
Disposition Agrmt PEP -City of Ukiah- rev062215
WHEN RECORDED
RETURN TO:
City of Ukiah
City Clerk
300 Seminary Avenue
Ukiah, CA 95482
No fee pursuant to Government
Code Section 6103,
Value less than $100.00
EXHIBIT E
Public Utilities Easement
GRANT OF EASEMENT
Petaluma Ecumenical Properties, a California nonprofit public benefit corporation
( "GRANTOR "), does hereby grant to the City of Ukiah, a Municipal Corporation ( "GRANTEE "),
its successors and assigns forever, a non - exclusive easement for public utility purposes, over,
under, and through land situated in the City of Ukiah, Mendocino County, California, owed by
Grantor and which is described as follows:
ALL THAT CERTAIN REAL PROPERTY situated in the City of Ukiah, County of Mendocino,
State of California, more particularly described in Exhibit "A" and as shown on Exhibit `B"
attached hereto and made a part hereof.
Said grant of easement includes the right to use, construct, reconstruct, repair, maintain and inspect
public utilities including, electric power lines, poles and appurtenances, and water and sewer utility
lines; and the right to erect, maintain, and replace signs and makers warning of the location of said
facilities and utilities; and the right to survey within said easement and to place or replace
surveying stakes and monuments of a permanent nature therein.
Grantor: Petaluma Ecumenical Properties Date
Mary Stompe, Executive Director
STATE OF CALIFORNIA
COUNTY OF MENDOCINO
On , before me, , personally
appeared, , who
proved to me on the basis of satisfactory evidence, to be the person whose name is subscribed to
the within instrument and acknowledged to me that she executed the same in her authorized
capacities, and that by her signature on the instrument, the person, or the entity upon behalf of
which the person acted, executed the instrument.
Disposition Agrmt PEP -City of Ukiah- rev062215
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal
Signature
Certificate of Acceptance
This is to certify that the interest in real property conveyed by the Grant of Easement dated
from Petaluma Ecumenical Properties, a California nonprofit public
benefit corporation, to the City of Ukiah, general law municipal corporation is hereby accepted by
order of the undersigned officer on behalf of the City Council pursuant to authority conferred by
resolution of the City Council adopted on February 1, 1961, and the Grantee consents to
recordation thereof by its duly authorized officer and agrees to be bound by the terms of such Grant
of Easement.
This document is presented for recordation by The City of Ukiah pursuant to Section 27281 of the
Government Code.
STATE OF CALIFORNIA
COUNTY OF MENDOCINO
By:
Sage Sangiacomo, City Manager
Date:
Acknowledgement
On , before me,
, personally appeared, , who
proved to me on the basis of satisfactory evidence, to be the person whose name is subscribed to
the within instrument and acknowledged to me that she executed the same in her authorized
capacities, and that by her signature on the instrument, the person, or the entity upon behalf of
which the person acted, executed the instrument.
Disposition Agrmt PEP -City of Ukiah- rev062215
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal
Signature
Disposition Agrmt PEP -City of Ukiah- rev062215
Ord. r No.
Escrow No.
Loan No.
WHEN RECORDED MAIL TO:
City of Ukiah
Attn: Diana Steele
300 Seminary Avenue
Ukiah, CA 95482
1111111111111
111111111111111111111110111
111111111
2003 -13964
Page: 1 of 5
2003 - 13964
Recorded at the request: of
CITY OF UKIAH
()6 /02/2003 01 :44P
Fee: 0.00 No of Pages: 5
OFFICIAL RECORDS'"
Mendocino County, CA
Marsha A Wharff, Clerk— Recorder
MAIL TAX STATEMENTS TO:
SAME AS ABOVE
Space above this line for Recorder's use
DOCUMENTARY TRANSFER TAX Value less than $100
Computed on the consideration or value of property conveyed: OR
Computed on the consideration or value less liens or encumbrances
remaining at time of sale.
As declared by the undersigned Grantor
bignature of Declarant or Agent determining tax - Firm Name
EASEMENT GRANT DEED
FOR A VALUABLE CONSIDERATION,
THOMAS F. JOHNSON
receipt of which is hereby acknowledged,
hereby GRANT(S) to
CITY OF UKIAH, A MUNICIPAL CORPORATION
the easement in the City of Ukiah,
County of Mendocino, State of California, described as
SEE EXHIBIT A AND EXHIBIT B ATTACHED HERETO AND MADE A PART HERE. .
Dated
/7 nZ (I'/ 2 (2,3
)
)ss.
( c,
On �O a003
before me,
appear
STATE OF CALL ORNIA .
COUNTY OF Q/1r{p 4
INICIEF iiti
• ■.
F•
personalty
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name()-
is /am- Subscribed to the within instrument and acknowl-
edged to me that he /sbe 4@ey executed the same in his/
barltheir authorized capacity(ies), and that by his/hers heir-
signature(a1"on the instrument the person(aror the entity
upon behalf of which the personf racted, executed the
instrument.
WITNESS my hand and official seal.
•
Signature `•c f---
Disposition Agrmt PEP -City of Ukiah- rev062215
VOA
PAID
PC3
FILED
HOMAS F. JO SON
MAIL TAX STATEMENTS AS DIRECTED ABOVE
11NA S. PIERSON
Commission a 1301052 s
Notary Public - California z
MNOndocmno County
My Comm. f=i..- res Apr 18, 2005
(This area inr Otl, al notanal seal)
Exhibit A
All that certain real property situated in the County of Mendocino, State of California
City of Ukiah, more particularly described as follows:
TRACT ONE:
An easement over a strip of land being 10 feet in width for roadway purposes along the
southerly 10 feet of the following described parcels of land:
PARCEL ONE:
Commencing at a point on the northerly line of Cleveland's Lane which is the southwest
corner of the land now or formerly owned by Jay C. Smith et ux and which said point is
distant 120 feet westerly from the southeast corner of that certain real property conveyed
by S.S. McGarvey to G. Lucchesi by deed dated the 24th day of January, 1918 and
recorded on the 24th day of January, 1918 in Liber 146 of Deeds, page 459, Mendocino
County Records, and thence from said point running westerly along the northerly line of
said Cleveland's Lane a distance of 60 feet to the POINT OF BEGINNING of this
description; thence northerly and parallel with the easterly line of Main Street in the City
of Ukiah to the northerly line of the real property conveyed to G. Lucchesi by S.S.
McGarvey as aforesaid; thence running westerly along the northerly line of aforesaid land
conveyed by S.S. McGarvey to G. Lucchesi as aforesaid a distance of 120 feet; thence
southerly parallel with the easterly line of Main Street to the southerly line of the land
conveyed by S.S. McGarvey to G. Lucchesi as aforesaid; thence easterly along said
southerly line 120 feet to the point of beginning.
TOGETHERWITH the following described parcel of land:
BEGINNING at the Southeast corner of said PARCEL ONE as shown on a map recorded
in Map Case 2, Drawer 38, Page 47, Mendocino County Records; thence along the East
line of said parcel as shown on said map North 10° 48' 54" West, 176.39 feet (Record per
said map: 176.40 feet) to the Northeast corner of said parcel; thence along the easterly
extension of the North line of said parcel North 88° 49' 06" East (Record per said map:
North 88° 49' 07" East), 23.45 feet; thence leaving said easterly extension South 3° 39'
09" East, 174.06 feet to the North line of Cleveland Lane as shown on said map; thence
along said North line of Cleveland Lane South 88° 43' 02" West (Record per said map:
South 88° 19' 00" West), 1.43 feet to the point of beginning and the end of this
description.
PARCEL TWO:
Commencing at a point on the northerly line of Cleveland's Lane, which is the southwest
corner of the land of Jay C. Smith et ux, and which said point is distant 120 feet westerly
1 111111 11111 IIIV 011 11111111 11111 11111 111 11111 1111 1111 P ":-12 of S
Disposition Agrmt PEP -City of Ukiah- rev062215
from the southeast corner of that certain real property conveyed by S.S. McGarvey to G.
Lucchesi, by deed dated January 24, 1918 and recorded January 24, 1918 in Book 146 of
Deeds, page 459, Mendocino County Records; thence from said point running westerly
along the northerly line of said Cleveland's Lane a distance of 180 feet to the POINT OF
BEGINNING of this description, said point being the southwest corner of lands of Alvin
W. Reeder et ux, as described in deed recorded January 31, 1951 in Volume 284 of
Official Records, page 28 Mendocino County Records; thence from said point of
beginning running westerly along the northerly line of said Cleveland's Lane a distance
of 60 feet; thence running northerly and parallel with the easterly line of Main Street in
said City of Ukiah 175 feet; thence running easterly and parallel with the northerly line of
Cleveland's Lane 60 feet to the northwest corner of said Reeder land; thence along the
West line of said Reeder land southerly 175 feet to the point of beginning.
TRACT TWO:
An easement over a strip of land being 10 feet in width for underground utilities and
incidental purposes lying 5 feet on each side of the following described centerline:
Commencing at the Southwest comer of PARCEL TWO as described in TRACT ONE
above and as shown on a map recorded in Map Case 2, Drawer 60, Page 60, Mendocino
County Records; thence along the South line of said parcel North 88° 43' 02" East, 10.23
feet to the centerline of said easement and the POINT OF BEGINNING of this
description; thence leaving said South line and along the centerline of said easement
North 1° 59' 52" East, 174.47 feet to the North line of said parcel and the end of this
description. The sidelines of said easement shall be shortened or lengthened to the
boundaries as described.
The basis of bearings for this description is North 10° 48' 54" West between monuments
marking the Southwest and Northwest corners of said PARCEL TWO as shown on a map
recorded in Map Case 2, Drawer 60, Page 60, Mendocino County Records.
P.L.S. 4805
License Expires 9 -30 -04
Thomas M. Herman
1 11111 1111 1111 1111 111118 11111 1111 III 11111 IIII 1111 Pa9. -1390 f 5
Disposition Agrmt PEP -City of Ukiah- rev062215
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10.00'
UNDERGROUND UTILITY EASEMENT
y-
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-1-TRACT TWO
-r
FENCE
CITY OF UKIAH GRANTS
TO JOHNSON
TENNIS COURT
JOHNSON
PARCEL ONE
ROADWAY EASEMENT
TRACT ONE
-- 23.46'
OFFICE
WATER --'1'
S
NEW BOUNDARY
— ELECTRIC BOX
CLEVELAND LANE
30 0 30
SCALE: 1" - 30'
60
EXHIBIT B
PLAT
OF THE
AGREEMENT BETWEEN JOHNSON
AND THE CITY OF UKIAH
BEING A PORTION OF BLOCK M. WITHIN
THE CITY OF UKIAH
MENDOCINO COUNTY, CALIFORNIA
AUGUST, 2002
2002 -06 -03
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Deed or Grant dated
May. 28 2003 from Thomas F. Johnson , to the City of Ukiah a political corporation and/or
governmental agency, is hereby accepted by order of the undersigned officer on behalf of the City
Council pursuant to authority conferred by resolution of the City Council adopted on February 1,
1961, and the grantee consents to recordation thereof by its duly authorized officer.
DATED: 6 -b2 -03
BYs -'L Th4a
Candace Horsley, City Manger
IIIIIIIII II4IIIIIEIIIIIIIIIIIIN 11III1 III 3984
S
Disposition Agnnt PEP -City of Ukiah- rev062215
EXHIBIT F
Facilities Exchange Agreement
The City of Ukiah offers a variety of classes and programs, often held in the on -site community
room. The Development will also include a community room with various programs and
activities. Therefore, it is in the mutual interest of both Parties and subject to the terms and
conditions as further stated herein, to exchange the use of certain facilities owned and maintained
by them to support the recreation programs they each organize and conduct.
Each Party shall have the use of the facilities without charge, except that each Party may charge
the other a facilities maintenance fee, if the time and expense to clean and prepare the facility for
reuse exceeds a reasonable amount normally expected from routine use of the facility. As to each
facility the Parties shall agree to leave the facility clean and each Party is to have performed
general maintenance reasonably expected of the Party using the facility pursuant to this
Agreement and the amount reasonably expected of the owner of the facility. Any bill under this
subparagraph for a facilities maintenance fee shall itemize the time, hourly rates and expenses
included in the bill. Each Party using the facility of the other shall pay all costs associated with
repairing any damage to the facility caused by that use, normal wear and tear excepted. If either
Party discovers such damage, it shall immediately notify the other and arrange a joint inspection
of the damage. Each Party shall provide written notice to the other party of the name and contact
information for the staff member who will participate in the joint inspection.
Any Party's use of the other Party's facilities under this Agreement shall not interfere with the
normal use of the facility by the owner. Each Party shall have first priority for the use of the
other Party's facility, after the facility owner or any third party user who has been previously
scheduled. The Parties shall work cooperatively to schedule the use of such facilities under this
Agreement to avoid unnecessary inconvenience to each other and third party facility users (i.e.
community groups, private rentals, club /team activities, and sport groups). The Developer and
City shall provide reasonable notice of their intended use of the facilities to each other.
Each Party shall exercise due care in providing adequate and legally required supervision of its
use of facilities under this Agreement. With respect to all facilities the use and supervision of the
activity shall comply with any requirements imposed by state law or local regulation or policy.
The facility owner shall complete a use of facility document and provide the Party using the
facility with a contact person and phone number who can be reached at any time while the
facility is being used. All use of facility documents must be signed by an authorized
representative.
Developer and the City shall also collaborate on senior programs to be offered at the Project.
Disposition Agrmt PEP -City of Ukiah- rev062215