RECORDING REQUESTED BY
City of Merced
City Clerk's Office
678 W. 1 glh Street
Merced, CA 95340
AND WHEN RECORDED MAIL TO:
Valley Children's Hospital
9300 Valley Children's Place
Madera, California 93636
Attn: Kenneth Price
MAIL TAX STATEMENTS TO:
(Same as above)
APN: 231-040-040
The undersigned declares eumption under the following:
(Above Space for Recorder's Use Only)
Pursuant to Revenue and Taxation Code section 11929 no transfer tax is due. Grantor is a governmental agency and Grantee is a nonprofit corporation.
The undersigned grantor(s) declare(s):
Documentary Transfer Tax is $ 0
□ Computed on full value of property conveyed, or
□ Computed on full value less value of liens and encumbrances remaining at time of sale.
D Unincorporated area/ D Grantor of Merced
SECOND AMENDED AND RESTATED GRANT DEED
The City of Merced, a California
Charter Municipal Corporation ("Grantor") and Valley
Children's Hospital, a California nonprofit public benefit corporation ("Grantee") entered into that certain Purchase and Sale Agreement dated as of April 18, 2019 (as amended and assigned, the "Purchase Agreement") pursuant to which certain covenants of Grantee survive closing.
Grantor and Grantee entered into that certain Grant Deed dated as of October 27, 2020 and recorded on November 16, 2020 as Instrument No. 2020042266 in the Official Records of the County of Merced ("Official Records") for the Property attached on Exhibit A thereto ("Original Grant Deed"). Thereafter Grantor vacated an adjacent public right of way and transferred the same to Grantee under that certain Amended and Restated Grant Deed dated as of August 1, 2022 and recorded on October 5, 2022 as Instrument No. 2022034547 in the Official Records for the Property attached on Exhibit A thereto ("Amended Deed"), which amended the Property legal description to include such vacated right of way and to change the commencement date for certain obligations as set forth therein. The Property was later merged into one parcel by that certain Parcel Map (Lot Merger No. 22-01) dated July 2022, and recorded on November 8, 2022 as Instrument No. 2022037839 in the Official Records ("Merger Map").
Error! Unknown document property name. 1
ATTACHMENT 2
Option shall automatically expire and Grantor shall not be entitled to exercise its Repurchase Option as to the Property thereafter.
( c) Repurchase Price. The price ("Repurchase Price") at which Grantor shall be entitled to repurchase the Property shall be the Purchase Price as defined under the Purchase Agreement minus the Broker's commission paid under the Purchase Agreement minus One Thousand Dollars and No/100 ($1,000.00) per month for every month during the six (6) month Pre-Construction Period (for a total not to exceed Six Thousand Dollars and No/100 ($6,000.00)). The Repurchase Price shall not include: (i) any interest on the Purchase Price paid by Grantee under the Purchase Agreement; (ii) any compensation for appreciation in the Property, reimbursement for any improvements installed by Grantee on the Property; (iii) any costs incurred by Grantee in the development of the Property; or (iv) City, County or other taxes or assessments levied or assessed against the Property.
2. Covenant Not to Convey. Grantor desires that Grantee shall not convey the Property prior to the completion of construction of the first main building of the Project without the Grantor's consent. For the purposes of this Covenant Not to Convey: (i) the defined term "Completion of Construction" shall mean the date upon which a Certificate of Occupancy has been issued for at least one main building in the Project; and (ii) the term "convey" or "conveyance" shall mean and refer to any conveyance, transfer or assignment of fee title to the Property, or any portion thereof, whether by agreement (such as a deed, contract of sale, or otherwise) or by operation oflaw; provided, however, that notwithstanding the foregoing, the term "convey" or "conveyance" shall not include or refer to any assignment or transfer by Grantee of any interest in the Property, or any portion thereof to any party with whom there is a common ownership interest with Grantee and/or any party with fifty percent (50%) or more control in or by Grantee or Valley Children's Medical Group and shall not preclude Grantee's right to encumber the Property, or any portion thereof, by loan(s) secured by deeds of trust ("Permitted Transferee(s)"). Grantee expressly covenants and agrees for itself, its successors and assigns and all persons claiming under or through it, that during the Non-Conveyance Period ( defined below), Grantee shall not convey all or any portion of the Property to any party without Grantor's prior written approval, which approval may be withheld in Grantor's sole and absolute discretion ("Covenant Not to Convey").
(a) Term of Covenant Not to Convey. The term of this Covenant Not to Convey ("Non Conveyance Period") shall commence on the Effective Date and shall expire upon the Completion of Construction ("Expiration Date").
(b) Grantor Approval of Transfers. During the Non-Conveyance Period, if Grantee desires to convey the Property to any party other than a Permitted Transferee ("Transferee") prior to any proposed conveyance of the Property or any portion thereof, Grantee shall deliver to Grantor prior written notice ("Notice of Intent to Convey") setting forth: (a) the date that Grantee intends to convey the Property ("Proposed Conveyance Date"); (b) a legal description of the Property or portion thereof which Grantee proposes to convey (the "Proposed Conveyance Property"); and (c) the identity of the proposed Transferee. The Notice oflntent to Convey shall be delivered to Grantor at least thirty (30) days prior to the Proposed Conveyance Date. Grantor shall, within fifteen (15) days after receipt of Grantee's Notice oflntent to Convey, deliver to Grantee a notice of approval or disapproval of the proposed Transferee ("Notice of Determination"). If the Error! Unknown document property name. 3
vendees in the property herein conveyed. The foregoing covenant shall run with the land.
(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision ( d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)." (b) In Leases, the following language shall appear:
"(1) 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, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property 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 of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased.
(2) Notwithstanding paragraph (1), with respect to familial status, paragraph ( 1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph ( 1) shall be construed to affect Sections
51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), ( o ), and (p) of Section 12955 of the Government Code shall apply to paragraph (l)."
4. Force Majeure. Any deadline with respect to Grantee's obligations with respect to the Covenants shall be extended for the period of time its performance is prevented or delayed by Force Majeure ("Force Majeure Period"). "Force Majeure" shall means delay caused by (i) an earthquake, hurricane, tsunami, tornado, storm, flood or other similar natural catastrophe, other natural forces or acts of God; (ii) strikes, lock outs, labor unrest, work stoppage, boycott and other labor difficulties, or inability to obtain materials; (iii) any moratorium on the availability of utilities or permits for the Property or delays in obtaining any government approvals ( or responses in connection with requesting approvals) required for the Project beyond normal time periods for obtaining such responses or approvals; (iv) public enemy, terrorism, war, riot, or other similar civil disturbance; (v) any litigation pertaining to the Property, including but not limited to appeals or litigation of any government denials or approvals, referenda or initiatives, or anything which Error! Unknown document property name. 5
legally prevents Grantee from obtaining all necessary discretionary and ministerial entitlements or other permits or approvals in a final. non-appealable form, including without limitation any mediation. arbitration, litigation or other administrative or judicial proceeding pending involving the entitlements or other Project permits or approvals; (vi) vandalism or property destruction to the Property or infrastructure serving the Property causing a delay to the development of the Property; or (vii) pandemic, quarantine, shelter in place orders or other similar executive orders, state directives or county requirements prohibiting or impeding entitlement, design or construction of the Project. Grantee shall give Grantor prompt written notice if it is delayed by an event of Force Majeure. In addition, to the extent that Grantee's obligations cannot be effectuated because of a Force Majeure event during a Force Majeure Period, Grantee shall be excused from such obligation for that time period (i.e., a government taking shall be excused as a Force Majeure event during the Non-Conveyance Period, but Grantee's sale of the Property during the Non-Conveyance Period due to a pandemic would not be excused under the terms of this Section 4).
5. Encumbrances. Grantee shall have the right to encumber the Property, or any portion thereof, by loan(s) secured by deeds of trust for the construction of the Project. Grantor agrees that it shall execute an agreement subordinating Grantor's interest in this Deed to the lien of any such deed of trust for the construction of the Project; provided that, during the term of the Covenant to Construct and Covenant Not to Convey, the following conditions precedent shall be satisfied:
(i) Grantee is not in material default under the Covenant to Construct or Covenant Not to Convey; and
(ii) The deed of trust is in favor of an institutional lender or lenders, which, for purposes of this Agreement, shall mean a state or national bank, a state or federal savings and loan association, a life insurance company or mortgage correspondent thereof. "Institutional lender" shall also include any other lender approved by Grantor in writing, which approval will not be unreasonably withheld, delayed or conditioned.
The conditions precedent in Section S(i) and (ii) only apply during the term of the Covenant to Construct and the Covenant Not to Convey and shall be terminated upon the recordation of Notice of Satisfaction of Certain Obligations and Release and Quitclaim for the Covenant Not to Convey.
6. Mortgagee Protection. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Second Amended and Restated Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument encumbering the Property for the construction of the Project; provided, however, that any successor of Grantee to the Property (other than the Grantor in the event Grantor acquires title to the Property, or any part thereof, pursuant to a foreclosure, deed in lieu of foreclosure, or trustee's sale under the deed of trust recorded for the benefit of Grantor) shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise.
Error! Unknown document properly name. 6
8. Amendments. Only the Granter and its successors and assigns, and the Grantee and its successors and assigns in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes or to eliminate in whole or in part any of the covenants contained in this Second Amended and Restated Grant Deed. For purposes of this Section, successors and assigns of the Grantee shall be defined to include only those parties who hold all or any part of the Property in fee title, and shall not include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed of trust, or any other person or entity having an interest less than a fee in the Property and the Project.
9. Grantee's Acknowledgment. By its execution of this Second Amended and Restated Grant Deed, Grantee has acknowledged and accepted the provisions hereof.
10. Counterparts. This Second Amended and Restated Grant Deed may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.
11. Inconsistent Provisions. If any provision, term or conditions of the Second Amended and Restated Grant Deed are inconsistent with the provision, term or conditions of the Purchase Agreement, the provision, term or conditions of this Second Amended and Restated Grant Deed shall prevail.
[SIGNATURES ON FOLLOWING PAGE]
Error! Unknown document property name. 8
IN WITNESS WHEREOF, the undersigned has executed this Second Amended and Restated Grant Deed as of _____ , 2025.
GRANTOR:
GRANTOR OF MERCED,
a California Charter Municipal Corporation
By:
Name: -----------Title:
ATTEST:
CITY CLERK
By: ____________ _
Assistant/Deputy Clerk
APPROVED AS TO FORM:
By½: ��!::::::5.:::�"---p::,����-l-
Name: �
Grantor Attom
Error! Unknown documrnt property name.
GRANTEE:
VALLEY CHILDREN'S HOSPITAL,
a California Non Profit Public Benefit Corporation
By: ---------------
Name: ---------------1 ts: ----------------
Signature Page to Second
Amended and Restated Grant
Deed (301 E. Yosemite Ave)
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the docwnent to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss:
County of ________ -.,
On _____________ , 20 before me, _________ (here
insert name of the officer), Notary Public, personally
appeared, _______________ , 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 of Notary Public
[Seal]
Error! Unknown document property name.
EXHIBIT "A" TO SECOND AMENDED AND RESTATED GRANT DEED
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Merced and described as follows:
Parcel A, as shown on that certain map entitled "Lot Merger No. 22-01 Parcel Map for Valley Children's Hospital" recorded November 8, 2022, as Instrument No. 2022037839, in Book 121 Pages 8 through 9 inclusive, of Parcel Maps of Merced County, State of California.
NEW APN: 231-040-040
Error! Unknown document property name.
Exhibit A to Second
Amended and Restated Grant
Deed (301 E. Yosemite Ave)
EXHIBIT "B" TO AMENDED AND RESTATED GRANT DEED
FORM OF NOTICE OF SATISFACTION OF CERTAIN OBLIGATIONS AND
RELEASE AND QUITCLAIM OF COVENANT
RECORDING REQUESTED BY:
City of Merced
City Clerk's Office
678 W. 18th Street
Merced, CA 95340
AND WHEN RECORDED MAIL TO:
Valley Children's Hospital
9300 Valley Children's Place
Madera, California 93636
Attn: William E. Chaltraw
Exempt Recording Per
Gov't Code Section 6103
MERCED, CALIFORNIA
(Above for Recorder's Use Only)
NOTICE OF SATISFACTION OF CERTAIN OBLIGATIONS AND
RELEASE AND QUITCLAIM OF COVENANT
THIS NOTICE OF SATISFACTION OF CERTAIN OBLIGATIONS AND RELEASE AND QUITCLAIM OF COVENANT (this "Notice and Release") is made and entered into as of this_ day of ______ , 20_, by and between City of Merced, a California Charter Municipal Corporation ("Gran tor"), and Valley Children's Hospital, a California nonprofit public benefit corporation ("Grantee").
WHEREAS, Grantor and Grantee entered into that certain Purchase and Sale Agreement dated as of April 18, 2019 (as amended and assigned, the "Purchase Agreement") pursuant to which certain covenants of Grantee survive closing.
WHEREAS, Grantor conveyed the Property to Grantee pursuant to that certain Second Amended and Restated Grand Deed dated as of ___ , 202 _ and recorded in the Official Records of Merced County on ____ , 202_ as Document No. _____ against certain real property set forth on Exhibit A attached hereto and incorporated herein ("Property"), which Second Amended and Restated Grant Deed contained terms and conditions concerning Grantee's Covenant to Construct and Covenant Not to Convey.
Error! Unknown document property name.
Exhibit A to Second
Amended and Restated Grant
Deed (301 E. Yosemite Ave)
WHEREAS, the [Covenant to Construct or Covenant Not to Convey] has expired or terminated pursuant to the terms and conditions set forth in the Purchase Agreement and Second Amended and Restated Grant Deed; and,
WHEREAS, pursuant to [Section 1 or 2] of the Second Amended and Restated Grant Deed, promptly after the expiration or termination of the term of [ Covenant to Construct or Covenant Not to Convey], the City shall record a Notice and Release upon written request therefore by the Grantee; and,
WHEREAS, The City has conclusively determined that the Developer has satisfactorily completed the [Covenant to Construct or Covenant Not to Convey] as required by the Purchase Agreement and Second Amended and Restated Grant Deed.
NOW, THEREFORE:
1. Satisfaction. As provided in the Purchase Agreement and Amended and Restated Grant Deed, the City does hereby certify that: (i) the [Covenant to Construct or Covenant Not to Convey] has [been fully and satisfactorily performed and completed or has expired/terminated), (ii) the Project is in full compliance with the Agreement Purchase Agreement and Second Amended and Restated Grant Deed as of the date of this Notice and Release; and (iii) [Covenant to Construct or Covenant Not to Convey] is hereby terminated.
2. Release. Grantor hereby remises, releases, and forever quitclaims all of the rights and obligations of the parties under [Section 1 or 2] of the Second Amended and Restated Grant Deed, including the conditions precedent in Section S(i) and (ii), with respect to the [Covenant to Construct or Covenant Not to Convey].
3. Financing. This Notice of Satisfaction of Certain Obligations shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the work of rehabilitation, construction, and development of the improvements, or any part thereof.
4. Notice of Completion. This Notice of Satisfaction of Certain Obligations is not a Notice of Completion as referred to in Section 3093 of the California Civil Code.
5. Ratification. This Notice and Releases is intended only to terminate and release Grantor's rights under the [Covenant to Construct or Covenant Not to Convey].
Unless otherwise previously terminated by another recorded Notice of Satisfaction of Certain Obligations And Release And Quitclaim Of Covenant, all other provisions of the Agreement [including, but not limited to, Section 2 of the Second Amended and Restated Grant Deed,) remain in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
Error! Unknown document property name,
Exhibit A to Second
Amended and Restated Grant
Deed (301 E. Yosemite Ave)
IN WITNESS WHEREOF, the City has executed this Notice and Release as of the date first above written.
ATTEST:
CITY CLERK/SECRETARY
By: ________ _
Assistant/Deputy Clerk
APPROVED AS TO FORM:
By:
Name: ----------Gr ant or Attorney
Error! Unknown document property name.
GRANTOR:
GRANTOR OF MERCED,
a California Charter Municipal Corporation
By:
Name: -------------Title:
GRANTEE:
VALLEY CHILDREN'S HOSPITAL,
a California Non Profit Public Benefit
Corporation
By:
Name: -------------
Its:
Exhibit A to Second
Amended and Restated Grant
Deed (301 E. Yosemite Ave)
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 )
) ss:
County of _________ )
On _____________ , 20_ before me, __________ (here
insert name of the officer), Notary Public, personally appeared __________ , 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.
[Seal]
Error! Unknown document property name.
Signature ofNotary Public
Exhibit A to Second
Amended and Restated Grant
Deed (301 E. Yosemite Ave)
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 )
) ss:
County of _________ -J
On _____________ , 20_ before me, __________ (here
insert name of the officer), Notary Public, personally appeared ----------- 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 PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Error! Unknown document property name.
Signature of Notary Public
Exhibit A to Second
Amended and Restated Grant
Deed (301 E. Yosemite Ave)