Property Transfer and Indemnity Agreement Page 1 of 6 West Contra Costa Unified School District and City of San Pablo
PROPERTY TRANSFER AND INDEMNITY AGREEMENT BETWEEN
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT AND CITY OF SAN PABLO
This Property Transfer and Indemnity Agreement (“Agreement”) is entered into on October ____, 2023, by and between West Contra Costa Unified School District (“District”), a public school district duly organized and existing under the laws of the state of California, the Local Successor Agency of the City of San Pablo (“LSA”), a public body, corporate and politic, and the City of San Pablo (“City”), a municipal corporation of the State of California . The District, the LSA and the City may be referred to herein individually as a “Party”, and collectively as the “Parties”.
RECITALS
WHEREAS, California Education Code (“Education Code”) section 17386 the District may deliver quitclaim deeds without consideration to owners of real property adjacent to real property owned by the District, to clear up title; and
WHEREAS, the District operates and maintains Lake Elementary School and its recreational facilities located at 2700 11th Street, San Pablo, CA 94806 (“School”); and
WHEREAS, the District is currently performing its Lake Elementary School Modernization Project (“Project”); and
WHEREAS, the LSA owns the real property depicted as the blue colored area in E xhibit A, attached hereto and incorporated herein by this reference (“Area 2”), and it is believed that the City may have an ownership interest in the salmon colored area in Exhibit A (“Area 3 ”) (Area 2 and Area 3 are together herein referred to as the “Manchester Area”); and
WHEREAS, the District desires to obtain ownership of the Manchester Area to complete its Project; and WHEREAS, while the City makes no express representation as to having any specific ownership interest in the Manchester Area, the Parties agree that the LSA and the City shall quitclaim their respective interests , whatever they may be, in the Manchester Area to the District and that the District agrees to accept the same; and WHEREAS, the LSA has prepared the required documents to request a transfer of Area 2 from the LSA to the District, inclusive of a quitclaim deed from the LSA to the District of that area ("Area 2 Quitclaim Deed"); and WHEREAS, the District is obtaining from a licensed surveyor a property description for Area 3 for preparation of a quitclaim deed from the City to the District of that area (“Area 3 Quitclaim Deed”); and WHEREAS, the Parties desire to execute this Agreement to approve the transfer and acceptance of the Quitclaim Deeds and to set forth the indemnification provisions with regard to the Manchester Area; and WHEREAS, the District has determined, entering into this Agreement will benefit the community, provide facilities that promote and preserve community health and general welfare, and cultivate the development of good citizenship by providing adequate programs of community recreation; and
WHEREAS, children residing within the City of San Pablo attend the Lake Elementary School and the improvement of the School by the District will benefit those children and the overall community, and the City and the LSA have determined that the transfer of the property interests provided in this Agreement and the fulfillment generally of this Agreement are in the best interests of the City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements; and
Property Transfer and Indemnity Agreement Page 2 of 6 West Contra Costa Unified School District and City of San Pablo NOW THEREFORE , in consideration of the foregoing , which are an integral part of this Agreement and incorporated in full herein , and in reliance upon the foregoing representations, the mutual covenants and agreements set forth herein, and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. Property Transfer. As set forth in the Recitals above, the Parties agree that the LSA and the City shall quitclaim the Manchester Area to the District, each of Area 2 and Area 3 for a nominal consideration of ONE DOLLAR ($1.00),and that the District agrees to accept the same. The form of the Area 2 Quitclaim Deed and the form of the Area 3 Quitclaim Deed shall be substantially as set forth in Exhibits B and C, attached hereto and incorporated herein by this reference.
2. Indemnification.
2.1. Area 2. To the furthest extent permitted by California law, District shall protect, defend, indemnify and hold harmless the LSA and its officers, agents, representatives, consultants, employees, and volunteers (“LSA Indemnified Parties”) from any and all demands, liabilities, losses, damages, injury, claims, suits, and actions (“Claims”) of any kind, nature or description, from any person or entity claiming a property interest in Area 2, and from Claims arising from the physical condition of Area 2, and/or the construction work performed by the District in Area 2 related to its Lake Elementary School Modernization Project and/or the use of Area 2 by the District, except to the extent the Claims are directly or indirectly, in whole or in part, caused by the gross negligence or willful misconduct of the LSA Indemnified Parties.
2.2. Area 3. To the furthest extent permitted by California law, District shall protect, defend, indemnify and hold harmless City and its officers, agents, representatives, consultants, employees, and volunteers (“City Indemnified Parties”) from any and all demands, liabilities, losses, damages, injury, claims, suits, and actions (“Claims”) of any kind, nature or description, from any person or entity claiming a property interest in Area 3, and from Claims arising from the physical condition of Area 3, and/or the construction work performed by the District in Area 3 related to its Lake Elementary School Modernization Project and/or the use of Area 3 by the District, except to the extent the Claims are directly or indirectly, in whole or in part, caused by the gross negligence or willful misconduct of the City Indemnified Parties.
3. Funding for City’s Costs. The District agrees to pay the City for its consultant’s efforts in preparing the documents to obtain a transfer of the Manchester Area from the LSA and City to the District, for an amount not to exceed $5,000. City shall provide District with an accounting of its consultant’s hours spent on this matter and the dates for the same (“Accounting”) within fourteen (14) days of the Area 2 Quitclaim Deed being recorded. The District shall have sixty (60) calendar days from receipt of the Accounting to pay the City all undisputed amounts via check to the City of San Pablo, sent to the attention of Matt Rodriguez, City Manager, at 1000 Gateway Avenue, San Pablo, CA 94806.
4. Notice. The City shall provide the District with written notice of any Claim within fifteen (15) calendar days of City’s receipt of notice of the Claim. Notice shall be deemed to have been given, served, and received if given in writing, delivered as indicated below, and addressed as follows:
Property Transfer and Indemnity Agreement Page 3 of 6 West Contra Costa Unified School District and City of San Pablo West Contra Costa USD – _____________________ Department, 1400 Marina Way South, Richmond, CA 94804; Attn.: __________________________________
5. Any notice personally given shall be effective upon receipt. Any notice sent by overnight delivery service shall be effective the business day next following delivery thereof to the overnight delivery service. Any notice sent by USPS shall be effective within three (3) business days following delivery thereof to USPS. As a courtesy only, the City shall provide notices by email to the District at _____________________.
6. Authority to Enter into Agreement. Each Party represents and warrants it is the sole owner of all rights, title, and interests in the matters covered in this Agreement, and that each Party has not assigned, transferred, or purported to assign and/or transfer to any person any matters, or portions thereof, covered under this Agreement. Each Party represents and warrants it is authorized to sign this Agreement and bind the respective Party and that all acts necessary to confer such authority have been duly, properly, and legally taken.
7. Advice of Counsel. The Parties acknowledge they have read this Agreement in its entirety and had an opportunity to be advised by counsel of their choice, and, with complete and total comprehension of the provisions herein, are in full agreement with every term, condition, and provision.
8. Entire Agreement. This Agreement contains and embodies the entire agreement of the Parties regarding the obligations and the matters in it, and no representations, inducements, or other agreements, oral or otherwise, not embodied herein, exist nor shall they be of any force or effect.
9. Successors and Assigns. This Agreement is binding upon and shall inure to the benefit of the Parties, their respective agents, employees, Board(s), representatives, shareholders, officers, directors, partners, divisions, corporations, subsidiaries, parents, affiliates, assigns, heirs, legal representatives, predecessors, and successors in interest, past, present, and future, and all their insurers, guarantors, sureties, and reinsurers (“Subsequent Owners”).
10. Drafting Party. This Agreement is created as a joint effort of the Parties and shall not be interpreted against any one Party as the drafter.
11. Amendment and Modification. This Agreement may be amended or modified in writing signed by the Parties or their authorized representative.
12. California Law. This Agreement shall be governed by, and the rights, duties and obligations of the Parties herein shall be construed, determined, and enforced in accordance with, the laws of the State of California without giving effect to the provisions, policies, or principles thereof relating to the choice or conflict of laws.
All actions or proceedings brought to enforce the terms and conditions of this Agreement shall be maintained in Contra Costa County, California.
13. Counterparts. This Agreement may be signed in counterparts; all of which taken together shall be construed as one document. Electronic, facsimile, or .PDF signatures shall constitute original signatures.
14. Title to Real Property. Nothing in this Agreement shall in any way alter the Parties’ fee title ownership in their respective real properties or be construed as creating a lease, easement, or other interest in land.
Property Transfer and Indemnity Agreement Page 4 of 6 West Contra Costa Unified School District and City of San Pablo
15. Costs, Fees, and Attorneys’ Fees. Except as expressly set forth herein, the Parties shall bear their own costs in connection with the matters contained in this Agreement. In the event either Party institutes legal action to enforce its rights under this Agreement, in whatever forum, public or private, each Party shall be solely responsible for its costs and attorneys’ fees. No court shall have authority or jurisdiction to rule or order contrary to this section.
16. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but in the event any provision of this Agreement is found to be invalid, illegal, or unenforceable in any respect under the applicable law, such provision shall be severed, and all remaining provisions shall remain valid, legal, and enforceable.
ACCEPTED AND AGREED on the date indicated below:
Dated: , 20___
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
Signature:
Print Name: Luis Freese
Print Title: Associate Superintendent Operations
Dated: , 20___
CITY OF SAN PABLO
Signature:
Print Name: Matt Rodriguez
Print Title: City Manager
Dated: , 20___
LOCAL SUCCESSOR AGENCY OF THE CITY OF
SAN PABLO
Signature:
Print Name: Matt Rodriguez
Print Title: Executive Director
Approved as to form:
Signature:
Print Name: Teresa Stricker
Print Title: City Attorney
Property Transfer and Indemnity Agreement Page 5 of 6 West Contra Costa Unified School District and City of San Pablo Approved as to form:
Signature:
Print Name: Nicole Murphy
Print Title: LSA Counsel
Property Transfer and Indemnity Agreement Page 6 of 6 West Contra Costa Unified School District and City of San Pablo
EXHIBIT A
DEPICTION OF MANCHESTER AREA
The Manchester Area is depicted as the blue and salmon colored areas, labeled as areas 2 and 3 per the map key, on the map set forth below: