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RESOLUTION NO._____
A RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND APPROVING
THE ACQUISITION OF THE RICHMOND HOUSING AUTHORITY
ADMINISTRATION BUILDING AND AUTHORIZING EXECUTION OF THE U.S.
DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT ( HUD-REQUIRED
DISPOSITION DOCUMENTS
WHEREAS, the Richmond Housing Authority (“RHA”), is the owner of that certain property located at 360 South 27th Street, Richmond, California (the “Administration Building”); and
WHEREAS, in addition to the administration of its core public housing programs, RHA is working to continue the repositioning of RHA assets; and
WHEREAS, on June 30, 2020, by Resolution 2122, the RHA governing board approved the submittal of a Section 18 Disposition Application to the U.S. Department of Housing and Urban Development (HUD) proposing the sale of the Administration Building to the City for One Do llar and no cents ($1.00); and
WHEREAS, since 2009, the City Employment and Training Department has used the Administration Building to administer the RichmondBUILD program; and
WHEREAS, by letter dated March 3, 2021, HUD approved the conveyance of the Administration Building to the City provided that, for a minimum of 30 years, the building would continue to be used to provide supportive services primarily to low-income community residents; and
WHEREAS, the Administration Building is currently encumbered by a Declaration of Trust in favor of HUD, and HUD must execute, and RHA must record, a Release of Declaration of Trust prior to the transfer of the Administration Building; and
WHEREAS, HUD’s approval for the transfer of the Administration Building is conditioned upon the requirement that the property will be operated to provide services primarily for the benefit of low-income community residents for a minimum of thirty (30) years, and that such restriction will be evidenced by a Use Agreement (Exhibit A) recorded in the Official Records of Contra Costa County (“Use Agreement”); and
WHEREAS, the City Council has determined that it is in the best interests of the City to acquire the Administration Building and to execute and deliver the Use Agreement and any additional instruments that HUD requires to complete the disposition.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE
RICHMOND CITY COUNCIL, COUNTY OF CONTRA COSTA, STATE OF 2 OAK #4812-6056-6003 v3
CALIFORNIA, THAT: the acquisition of the Administration Building from the Richmond Housing Authority for the sum of One Dollar and no cents ($1.00) is hereby approved.
BE IT FURTHER RESOLVED THAT the form and substance of the Use Agreement is hereby approved.
RESOLVED FURTHER, that the City Manager is hereby authorized and directed to execute and deliver the Use Agreement and any additional instruments that HUD may require in connection with the conveyance of the Administration Building to the City.
RESOLVED FURTHER, that the City Manager is hereby authorized and directed to take all such other actions and to execute, acknowledge, deliver, and record such other instruments, including without limitation, a certificate of acceptance to be attached to the grant deed conveying the Administration Building to the City, as the City Manager may deem necessary or appropriate in order to carry out and perform the purposes and intent of the foregoing resolutions.
RESOLVED FURTHER, that the actions taken by the City Manager in connection with the acquisition of the Administration Building and the execution and delivery of documents required by HUD in connection therewith, are hereby ratified, confirmed and approved.
*******************************
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a meeting thereof held on April ,2022 , by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Chairperson
[SEAL]
ATTEST:
Secretary
Approved as to form:
Attorney
State of California }
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County of Contra Costa : ss.
City of Richmond }
EXHIBIT A
USE AGREEMENT
[See Attached]
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RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:
Richmond Housing Authority
Attn: Nannette Beacham
330 24th Street
Richmond, CA 94804
NO FEE REQUIRED
PER GOVERNMENT CODE SECTION 27383
___________________________________________________________________________ (SPACE ABOVE THIS LINE FOR RECORDER’S USE)
USE AGREEMENT
(ADMINISTRATION BUILDING)
This Use Agreement (this “Agreement”) dated as of ___________, 2022, is by and among the U.S. Department of Housing and Urban Development (“HUD”), with an address of 1 Sansome Street, 12th Floor, San Francisco, California, 94104, the Richmond Housing Authority, a public body corporate and politic organized under the laws of the State of California (“PHA”), with an address of 330 24 TH Street, Richmond, CA 94804, and the City of Richmond, a municipal corporation and charter city (“ Owner”), with an address of 450 Civic Center Plaza, Richmond, CA 94804.
RECITALS
WHEREAS, PHA owned and operated one (1) non-dwelling building (the “Building”) and (0.52) acres of underlying land located at 360 South 27th Street in the City of Richmond, California, known as Contra Costa County Assessor’s Parcel No. 549 -051-002-10, more particularly described in that certain Declaration of Trust recorded in the official records of Contra Costa County on September 1, 2020 as Document No. 2020-0188984 (the “Declaration of Trust”), and as further described in Exhibit A , attached hereto and incorporated herein (the “ Disposition Property”);
WHEREAS, P HA owned and operated the Disposition Property as an administration building wi th financial assistance provided by HUD under the U.S. Housing Act of 1937, as amended, 42 U.S.C. 1437 et. seq. (the “Act”);
WHEREAS, construction and/or operation of the Disposition Property was financed in part by HUD;
WHEREAS, pursuant to a lease exec uted by and between PHA and Owner, Owner has operated the Disposition Property for the purpose of administering RichmondBUILD, an environmental workforce and job training program;
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WHEREAS, PHA requested HUD approval of the conveyance of the Disposition Property and HUD has, as documented in the letter from HUD to PHA dated March 3, 2021, as thereafter amended (collectively the “ Approval Letter ”), attached hereto as Exhibit B and incorporated herein, agreed to such sale on the terms and conditions set forth in the Approval Letter and this Agreement (collectively, the “HUD Disposition Approval”);
WHEREAS, HUD has approved the conveyance of the Disposition Property to Owner for the purchase price of One Dollar ($1.00); and
WHEREAS, HUD has conditioned its approval for the transfer of the Disposition Property as set forth in the HUD Disposition Approval, including the condition that the Building shall be operated primarily to serve households earning no more than eighty percent (80%) of Area Median Income with community supportive services such as employment training for a minimum of thirty (30) years from the date this Agreement is recorded in the official records of the county where the Disposition Property is located (the “Restricted Period”).
AGREEMENT
NOW THEREFORE, in consideration of the promises and covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. Use Requirement . Owner, for itself and for its successors and assigns, hereby covenants and agrees for the benefit of PHA and HUD that the Building shall be used primarily to serve households earning no more than eighty percent (80%) of Area Median Income with community supportive services such as employment training (the “ Use Requirement”) for the duration of the Restricted Period.
2. Exceptions to the Use Requirement. The following events shall not constitute a breach of the Use Requirement:
A. Vacancies. If any part of the Building is left vacant for a commercially reasonable period (i) while one permitted agency or other user of the Building is moving out and before another has moved in to the Building, (ii) while waiting for a new qualifying agency or other user of the Building in the event there are none immediately available to move in after the previous qualifying agency or other user vacates, or (iii) while the Building is being renovated and/or repaired.
B. Casualties. If the Building is damaged or destroyed by fire or other casualty and the use of the Building in conformance with the Use Requirement ceases during a period of repairs and/or reconstruction; provided that (i) PHA is timely notified of the casualty; (ii) Owner uses commercially reasonable eff orts to cause the Building to be repaired or restored to substantially the same condition as existed prior to the event causing damage or destruction, (iii) the Building is are actually repaired or restored within two (2) years after the date of the casualty, or such longer period as may be approved by HUD in writing, such approval not to be unreasonably 6 OAK #4812-6056-6003 v3
withheld, conditioned or delayed, and (iv) the Building is thereafter operated in accordance with the Use Requirement for the remainder of the Restricted Period.
C. Takings. If the Building is taken for any public or quasi -public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “ Taking”), or if any other portion of the Disposition Pro perty has been subject to a Taking; provided that (i) PHA is timely notified of the Taking; (ii) Owner applies funds received as a result of the Taking to the acquisition and development of a replacement building that will be operated in accordance with the Use Requirement, (iii) the new building is acquired or developed within two (2) years after the date of the Taking, or such longer period as may be approved by HUD in writing, such approval not to be unreasonably withheld, conditioned or delayed, and (iv) the new building is thereafter operated in accordance with the Use Requirement for the remainder of the Restricted Period.
3. Events of Default. In the event the Use Requirement ceases to be satisfied prior to the expiration of the Restricted Period:
A. Notices of Violation. PHA shall give to Owner written notice of the failure (a “Notice of Violation ”). Owner shall have thirty (30) calendar days after the date on which a Notice of Violation is received in accordance with Section 8 below to cure the failu re; provided that, if such Owner uses commercially reasonable efforts to cure the failure within the prescribed thirty (30) day period and is unable to do so, HUD may approve in writing an extension of an additional thirty (30) calendar days to cure the fa ilure, such approval not to be unreasonably withheld, conditioned or delayed.
B. Events of Default . PHA is hereby authorized, and shall take whatever investigative steps it deems necessary to ensure compliance. If, after receiving a Notice of Violation, the failure is not corrected to the satisfaction of PHA within the prescribed amount of time, PHA may declare a default under this Section 3 (an “Event of Default ”) without further notice.
C. Remedies. In an Event of Default by Owner, to the extent permitted by applicable law, PHA shall have the right to seek specific performance of the Use Requirement and/or to enjoin any violation of the Use Requirement in a court of competent jurisdiction. The right to specific performance and injunction shall be in addition t o all other remedies available under statute, at law or in equity.
D. Recapture of Federal Funds. In the event that the Building ceases to be used in accordance with the Use Requirement prior to the expiration of the Restricted Period, any federal funds appl ied to the Building shall, subject to the limitations set forth in the Disposition Agreement, be eligible for recapture from and/or repayment by PHA to HUD and shall be treated as federalized assets subject to all federal requirements (the “Repayment Obligation”).
E. Intentionally omitted.
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4. Actions Requiring the Prior Written Approval of HUD and PHA. Owner shall not convey, assign, transfer, sublease, pledge, hypothecate, encumber or otherwise dispose of the Disposition Property or any interest therein or pe rmit the conveyance, assignment, transfer, sublease, pledge or encumbrance of the Disposition Property during the Restricted Period without the prior, jointly -executed, written approval of HUD and PHA. Notwithstanding the foregoing, Owner need not obtain t he prior written approval of HUD and PHA for (i) the conveyance or dedication of land for use as streets, alleys or other public rights -of-way, (ii) the granting of easements for the establishment, operation and maintenance of public utilities, and/or (iii) entering into residential agreements with tenant families.
5. Third Party Beneficiaries . HUD shall have the same enforcement remedies available to PHA under Section 3 of this Agreement, in addition to all other remedies available to HUD under statute, at l aw or in equity. No person or entity, other than the parties to this Agreement, has any rights or remedies under this Agreement.
6. Termination of Use Requirement. Upon the expiration of the Restricted Period, the Use Requirement shall cease and terminate, a nd the Disposition Property shall be deemed released of the Use Requirement and this Agreement without the requirement of any further writing between the parties herein. Notwithstanding the foregoing, upon expiration of the Restricted Period, PHA and HUD agree to execute and deliver to Owner such documents as Owner shall reasonably request releasing and confirming the release of the Use Requirement and this Agreement from title to the Disposition Property and clearing title to the Disposition Property from any cloud created by the Use Requirement or this Agreement.
7. Successors and Assigns . Recordation of this Agreement shall constitute the agreement by PHA and Owner to be bound by and to comply with the restrictions set forth in this Agreement. The benefits and burdens of this Agreement touch and concern and run with the land and are binding upon and shall inure to the benefit of the respective successors and assigns of the parties to this Agreement. Wherever the term “Owner” is used herein such term shall be construed to include any successor owner to title to the Disposition Property (each, a “ Successor Owner”).
Notwithstanding the foregoing, no party other than PHA shall exercise the rights and privileges reserved herein to PHA, or bear the obligations impo sed herein on PHA, unless such party shall receive and record in the official records of the county where the Disposition Property is located a written assignment of all or a portion of such rights, privileges and obligations. Notwithstanding the foregoing, in no event shall the beneficiary of any deed of trust encumbering the Disposition Property or any other purchaser at foreclosure (the “ Holder”) have any liability for sums which are due and payable under this Agreement prior to such Holder’s acquisition of title to the Disposition Property. This Agreement shall extend to and be binding upon the Holder only in the event that the Holder acquires ownership of the Disposition Property.
8. Notices. All notices under this Agreement shall be in writing and shall be served by (a) personal service or receipted courier service, (b) by registered or certified first class mail, return receipt requested, or (c ) nationally -recognized overnight delivery service, addressed to HUD, PHA or Owner, as appropriate, at the addresses for such parties set forth in the initial paragraph or third recital of this Agreement. Any notice or other communication sent pursuant to clause (a) hereof shall be deemed received upon such personal service, if sent pursuant to clause 8 OAK #4812-6056-6003 v3
(b) shall be deemed received five (5) business days following deposit in the mail, and/or if sent pursuant to clause (c) shall be deemed received the next succeeding business day following deposit with such nationally recognized overnight delivery service. Any party may change its address by notice given in accordance with this Section 8.
9. Business Day. A business day is any calendar day other than a Saturday, Sunday or a holiday generally observed by banking institutions in the State of California. In the event the last day permitted for the performance of any act required or permitted under this Agreement falls on a day other than a business day, the time for such performance will be extended to the next succeeding business day. Each time period under this Agreement shall exclude the first day and include the last day of such time period.
10. Amendments. T his Agreement may be amended only by a written instrument signed by the parties to this Agreement. Notwithstanding the foregoing, the parties may not amend, modify, rescind, revoke and/or terminate this Agreement without the prior written approval of HUD.
11. Subordination. Any mortgage liens shall be subject and subordinate to this Agreement. This Agreement shall survive foreclosure and bankruptcy.
12. Fair Housing and Civil Rights Requirements . With regard to the Disposition Property, Owner shall comply with all applicable fair housing and civil rights requirements including the obligations to affirmatively further fair housing and adhere to the site selection and neighborhood standards set forth in 24 CFR §§ 1.4(b)(3) and 941.202, as applicable.
13. Federal Access ibility Requirements . With regard to the Disposition Property, Owner shall comply with all applicable federal accessibility requirements under the Fair Housing Act and the implementing regulations at 24 CFR Part 100, Section 504 of the Rehabilitation Act of 1973 and the implementing regulations at 24 CFR Part 8, and Titles II and III of the Americans with Disabilities Act and the implementing regulations at 28 CFR Parts 35 and 36, respectively.
14. Impairment of HAP Contract. The terms and provisions of this Agreement shall continue in full force and effect excep t as expressly stated herein. A ny conflicts between this Agreement and any HAP Contract shall be resolved by HUD, at its sole and absolute discretion.
15. Execution of Other Agreements . PHA and Owner each covenant and agree that it has not and shall not execute any other agreement with provisions contradictory of, or in opposition to, the provisions of this Agreement, and that in any event, the provisions of this Agreement are paramount and controlling as to the rights and obligations set forth herein and supersede any conflicting requirements.
16. Subsequent Statutory Amendments. If revisions to the provisions of this Agreement are necessitated by subsequent statutory amendments, PHA and Owner each agree to execute modifications to this Agreement as necessary to conform to the statutory amendments. In the alternative, at HUD’ s sole and absolute discretion , HUD may implement any such statutory amendment through rulemaking.
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17. Reimbursement of Attorney Fees. Owner shall reimburse PHA for all attorneys’ fees and expenses reasonably incurred by PHA in connection with the enforcement of PHA’s rights under this Agreement, including, but not limited to, all such fees and expenses for trial, appellate proceedings, out -of-court workouts, mediation and settlements, and for enforcement of rights under any state or federal statute, including, but not limited to, all such fees and costs relating to any bankruptcy and/or insolvency proceedings of any Successor Owner, such as in connection with seeking relief from stay in a bankruptcy proceeding or negotiating and documenting any amendment or modification of this Agreement.
18. Incorporation of Recitals. The above recitals are incorporated herein by reference.
19. Governing Law. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of California, and the laws of the United States of America.
20. No Negotiation. This Agreement is not subject to negotiation by PHA, Owner or any lender with a secured interest in the Disposition Property.
21. Severability. The invalidity or unenforceability of any clause, part or provision of this Agreement shall not affect the validity or enforceability of the remaining portions thereof.
22. Counterpart Signatures. This Agreement may be executed in any number of original counterparts, all of which evidence only one agreement, and only one of which need be produced for any purpose.
23. Attached Exhibits. The following Exhibits are attached to this Agreement and incorporated herein:
Exhibit A – Legal Description of the Disposition Property Exhibit B – Approval Letter
[This space intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized representatives, have caused their names to be subscribed hereto, on the first date herein above written.
PHA and Owner each hereby certify that the statements and representations contained in this instrument and all supporting documentation are true, accurate, and complete and that each signatory has read and understands the term s of this Agreement. This instrument has been made, presented, and delivered for the purpose of influencing an official action of HUD, and may be relied upon by HUD as a true statement of facts contained therein.
PHA:
Richmond Housing Authority,
a public body corporate and politic
By: ______________________________
Nannette J. Beacham,
Executive Director
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 _____________________, 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 he/she/they executed the same in his authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person 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.
______________________________________
Notary Public
Print Name: ____________________________
My commission expires:
______________________________________
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OWNER:
City of Richmond, a municipal corporation
and charter city
By: ______________________________
Print Name:__________________________
Its: ______________________________
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 _____________________, 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 he/she/they executed the same in his authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person 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.
______________________________________
Notary Public
Print Name: ____________________________
My commission expires:
______________________________________
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HUD:
U.S. DEPARTMENT OF HOUSING AND
URBAN DEVELOPMENT
By: ______________________________
Gerard Windt
Its: Director and Authorized Agent
San Francisco Office of Public
Housing
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 SAN FRANCISCO )
On ____________________, 20__, before me, ______________, Notary Public, personally appeared Gerard Windt, 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 capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person 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.
______________________________________
Notary Public
Print Name: ____________________________
My commission expires:
______________________________________
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SIGNATURES MUST BE NOTARIZED
Warning:
Any person who knowingly presents a false, fictitious, or fraudulent statement or claim in any matter within the jurisdiction of the U.S. Department of Housing and Urban Development is subject to criminal penalties, civil liability, and administrative sanctions.
Reso No.
EXHIBIT A
DISPOSITION PROPERTY
Address: 360 South 27th Street, Richmond, California
HUD Project No.: CA010999999
HUD AMP No.: CA010999999
Real property in the City of Richmond, County of Contra Costa, State of California, described as follows:
Lots 16, 17, 18, 19, 20, 21, 22, 28 and 29 in Block No. 1 as shown on that certain map entitled “Boorman’s B Addition to Pullman”, filed December 9, 1910, in Book 3 of Maps at Page 71 thereof, records of said Contra Costa County, California.
APN: 549-051-002-10
Reso No.
EXHIBIT B
APPROVAL LETTER
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