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HomeMy WebLinkAboutOrdinance 2847 N.C.S. 04/17/2023 DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO EFFECTIVE DATE ORDINANCE NO. 2847 N.C.S. OF ORDINANCE May 17, 2023 Introduced by: Brian Barnacle Seconded by: Dennis Pocekay AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PETALUMA APPROVING PURCHASE AND SALE AGREEMENTS OF RIGHT OF WAYS OF REAL PROPERTIES, COMMONLY KNOWN AS 1390 N. MCDOWELL BLVD. (APN 137-011-063/064), 1301 REDWOOD WAY(APN 137-011-013),AND 1372 N. MCDOWELL BLVD. (APN 137-011-014); AND, 1360 N. MCDOWELL BLVD. (APN 137-011-017)AND 1372 N. MCDOWELL BLVD. (APN 137-011-014),AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENTS AND ALL OTHER DOCUMENTS NECESSARY TO COMPLETE THE PURCHASE AND SALE,AND FINDING THIS ACTION IS EXEMPT FROM CEQA PURSUANT TO CEQA GUIDELINES SECTION 15301 (EXISTING FACILITIES) WHEREAS, Section 46 of the Charter of the City of Petaluma requires that actions for the acquisition, sale, or lease of real property be taken by Ordinance except for such actions involving sums less than$3,000 or actions pursuant to general state law; and WHEREAS,pursuant to Resolution 2022-161 N.C.S.,the City of Petaluma(City) entered into an agreement with Team Ghilotti, Inc. for the McDowell Boulevard Complete Streets Project, which included funding for the acquisition of certain properties commonly known as 1390 N. McDowell Blvd. (APN 137-011-063/064), 1301 Redwood Way(APN 137-011-013), 1372 N.McDowell Blvd.(APN 137-011-014),and 1360 N.McDowell(APN 137-011-017), and 1372 N. McDowell (APN 137-011-014) (the Properties); and WHEREAS, the City has negotiated a purchase and sale agreement between the City and BB & T, LLC, owner of the property, in the amount of $6,300 and $4,350, a copy of which is attached as Exhibit A and incorporated herein by reference; and WHEREAS,the City has negotiated a purchase and sale agreement between the City and TPMD,LLC,owner of the property, in the amount of$5,900, a copy of which is attached as Exhibit B and incorporated herein by reference; and WHEREAS, the City has negotiated a purchase and sale agreement between the City and Circle V Daytona LLC, owner of the property, in the amount of$8,225 a copy of which is attached as Exhibit C and incorporated herein by reference; and WHEREAS, the City has negotiated a purchase and sale agreement between the City and Cornerstone Properties SA LLC, owner of the property, in the amount of$45,150 a copy of which is attached as Exhibit D and incorporated herein by reference; and WHEREAS, this action is statutorily exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15301(C) (Existing Facilities) as the project will repair and make minor alterations to existing highways and streets, sidewalks, gutters, and similar facilities for public safety. NOW THEREFORE BE IT ORDAINED by the City Council of the City of Petaluma, as follows: Ordinance No. 2847 N.C.S. Page 1 DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO Section 1. The above recitals are hereby declared to be true and correct and hereby incorporated into this ordinance as findings of the City Council. Section 2a. The City Council approves the purchase and sale agreement (Agreement) between the City of Petaluma and BB & T, LLC, owner of the property, in the amount of$6,300 and $4,350, a copy of which is attached as Exhibit A and incorporated herein as reference. Section 2b. The City Council approves the purchase and sale agreement (Agreement) between the City of Petaluma and TPMD, LLC, owner of the property, in the amount of $5,900, a copy of which is attached as Exhibit B and incorporated herein as reference. Section 2c. The City Council approves the purchase and sale agreement (Agreement) between the City of Petaluma and Circle V Daytona LLC, owner of the property, in the amount of$5,225, a copy of which is attached as Exhibit C and incorporated herein as reference. Section 2d. The City Council approves the purchase and sale agreement between the City of Petaluma and owner of the property of any additional right of ways necessary for the North McDowell Complete Streets Project Section 2e. The City Council approves the draft purchase and sale agreement (Agreement) between the City of Petaluma and Cornerstone Properties SA LLC, owner of the property, in the amount of$45,150, a draft copy of which is attached as Exhibit D and incorporated herein as reference, subject to final changes made by the City Manager the City Attorney. Section 3. The City Manager is authorized and directed to execute the Agreements and all other documents reasonably necessary to complete the purchase and sale, according to the terms of the Agreement. Section 4. If any section, subsection, sentence, clause, phrase, or word of this Ordinance is for any reason held to be unconstitutional, unlawful, or otherwise invalid by a court of competent jurisdiction or preempted by State legislation, such decision or legislation shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Petaluma hereby declares that it would have passed and adopted this Ordinance and each and all provisions thereof irrespective of the fact that any one or more of said provisions be declared unconstitutional, unlawful other otherwise invalid. Section 5. This Ordinance shall become effective thirty (30) days after the date of its adoption by the Petaluma City Council. Section 6. The City Clerk is hereby directed to publish or post this Ordinance or a synopsis for the period and in the manner provided by the City Charter and any other applicable law. INTRODUCED and ordered published and posted this 3rd day of April 2023. ADOPTED this 17d'day of April 2023 by the following vote: Ayes: Mayor McDonnell, Vice Mayor Cader Thompson, Barnacle, Healy,Nau, Pocekay, Shribbs Noes: None Abstain: None Absent: None Ordinance No. 2847 N.C.S. Page 2 DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 DocuSigned by: LjF-EX(j4 4WV, ftcV61 un& Kevin M orinell, Mayor ATTEST: APPROVED AS TO FORM: DocuSigned by: DocuSigned by: L 161� €9ri' Ken a y awer, CMC, City Clerk Eric Danly, City Attorney Ordinance No. 2847 N.C.S. Page 3 DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 Assessor Parcel No. Owner Site Address Project BB&T LLC, a California 1390 N. McDowell North McDowell 137-011-063 and limited liability company and Boulevard Boulevard Complete 137-011-064 Socks, LLC, a California Petaluma, CA 94954 Streets Project limited liability company PURCHASE AGREEMENT This AGREEMENT OF PURCHASE AND SALE ("Agreement") is made and entered into by and between the City of Petaluma ("BUYER"), and BB&T LLC, a California limited liability company, and Socks, LLC, a California limited liability company, ("SELLER"). BUYER and SELLER are sometimes individually referred to herein as "Party" and collectively as "Parties." The Parties hereto have executed this Agreement on the dates set forth below next to their respective signatures. By this AGREEMENT, SELLER agrees to sell to BUYER, and BUYER desires to purchase from SELLER that certain portion of property located at 1390 North McDowell Boulevard, Petaluma, California, more particularly identified as Assessor's Parcel Numbers 137-011-063 and 137-011-064 and described in the form of a Highway Easement Deed identified as Exhibit"A" and attached hereto. In consideration of which, and the other considerations hereinafter set forth, it,is tnutwally agreed as follows: 1. (A) The parties have herein set forth the whole of their agreement. The performance of this agreement constitutes the entire consideration for said document and shall relieve BUYER of all further obligation or claims on this account, or on account of the location, grade or construction of the proposed public improvement. (B) BUYER requires said property described in the attached Highway Easement Deed for the North McDowell Boulevard Complete Streets Project, a public use for which BUYER has the authority_ to exercise the power of eminent domain. SELLER is compelled to sell, and BUYER is compelled to acquire the property. The Property to be acquired by BUYER is described in the Highway Easement Deed attached as "Exhibit A". (C) Both SELLER and BUYER recognize the expense, time, effort, and risk to both parties in determining the compensation for the property by eminent domain litigation. The compensation set forth herein for the property is in compromise and settlement, in lieu of such litigation. (D) The parties to this contract shall, pursuant to Section 21.7(a) of Title 49, Code of Federal Regulations, comply with all elements of Title VI of the Civil Rights Act of 1964. This requirement under Title VI and the Code of Federal Regulations is to complete the USDOT- Non-Discrimination Assurance requiring compliance with Title VI of the Civil Rights Act of 164,49 C.F.R Section50.3. (E) No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity that is the subject of this contract. (F) A Highway Easement Deed shall be granted in favor of the BUYER by SELLER, identified as a Highway Easement Deed Exhibit "A", and is attached hereto and made a part hereof: The total area being granted to the BUYER from the SELLER consists of 328±SF Highway Easement area. DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 (G) SELLER shall deliver to BUYER, the City of Petaluma, a good and sufficient Highway Easement Deed, properly recorded, to the following property described in the attached Highway Easement Deed, described in the attached Exhibit "A," free and clear of all liens and encumbrances except taxes and special assessments, if any, easements, restrictions and reservations of record attached hereto and made an integral part this transaction. 2. The BUYER shall: (A) Pay the undersigned SELLER the sum of$6,300 (SIX THOUSAND THREE HUNDRED AND FIFTY DOLLARS) for the property or interests conveyed by above documents when title to said property vests in BUYER free and clear of all liens, encumbrances, assessments, easements and leases (recorded and/or unrecorded)and taxes, except: a Taxes for the tax year in which this escrow closes shall be cleared and paid in the manner required by Section 5086 of the Revenue and Taxation Code, if unpaid at the close of escrow. b. Covenants,conditions,restrictions and reservations of record,or contained in the above- referenced document. c. Easements or rights of way over said land for public or quasi-public utility or public street purposes, if any. (B) Pay all escrow and recording fees incurred in this transaction,and if title insurance is desired by City of Petaluma,the premium charged therefore. Said escrow and recording charges shall not, however, include documentary transfer tax. This transaction will be handled through Fidelity Title Company, 8525 Madison Avenue, Suite 110, Fair Oaks, CA 95628, Escrow No. 01006800-010-AM. (C) Have the authority to deduct and pay from the amount shown on Clause 2(A) above, any amount necessary to satisfy any bond demands and delinquent takes due in any year except the year in which this escrow closes, together with penalties and interest thereon, and/or delinquent and unpaid nondelinquent assessments which have become a lien at the close of escrow. 3. Any monies payable under this contract up to and including the total amount of unpaid principal and interest on notes secured by mortgages or deeds of trust, if any, and all other amounts due and payable in accordance with the terms and conditions of said trust deeds or mortgages, shall upon demand be made payable to the mortgagees or beneficiaries entitled thereunder; said mortgagees or beneficiaries to furnish SELLER with good and sufficient receipt showing said monies credited against the indebtedness secured by said mortgages or deeds of trust. 4. It is understood and agreed by and between the parties hereto that payment as provided in Clause 2(A) includes,but is not limited to, payment for any and all damages, including access rights, and any and all damages which may accrue to SELLER's remainder property by reason of its severance from the property conveyed herein and the construction and use of the proposed roadway project, including, but not limited to, any expense which SELLER may incur in restoring the utility of the remaining property. DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO 5. Any or all monies payable under this contract up to and including the total amount due on financing statements,if any,shall, upon demand,be made payable to the holder thereof. Said holder to furnish BUYER with good and sufficient receipt showing said monies credited against the indebtedness secured by said financing statements. 6. It is agreed between the parties hereto that the BUYER in acquiring title subject to unpaid assessments,as set forth herein,is not assuming responsibility for payment or subsequent cancellation of such assessments. The assessments remain the obligation of the SELLER and, as between the BUYER and the SELLER no contractual obligation has been made requiring their payment. Payment for the property acquired under this transaction is made upon the basis that the SELLER retains their obligation to the levying body respecting said assessments. The property acquired under this transaction is to be free and clear of any bonds and/or assessments at the close of escrow. 7. It is understood and agreed by and between the parties hereto that this Agreement inures to the benefit of, and is binding on, the parties, their respective heirs, personal representatives, successors, and or assignees. 8. It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this contract,the right of possession and use of the subject property by the BUYER, including the right to remove and dispose of improvements, shall commence on the date the amount of funds as specified in Clause 2(A) herein are deposited into the escrow controlling this transaction. The amount shown in Clause 2(A) herein includes, but is not limited to, full payment for such possession and use, including damages, if any, from said date. 9. BUYER agrees to indemnify and hold harmless SELLER from any liability arising out of BUYER's operations under this agreement. BUYER further agrees to assume responsibility for any damages proximately caused by reason of BUYER's operations under this agreement and BUYER will, at its option, either repair or pay for such damage to return property to like before construction condition. 10. SELLER warrants that there are no oral or written leases on all or any portion of the property exceeding a period of one month, and the SELLER agrees to hold the BUYER harmless and reimburse the BUYER for any and all of its losses and expenses occasioned by reason of any lease of said property held by any tenant of SELLER for a period exceeding one month. SELLER acknowledges that a quitclaim deed will be required from any lessee that has a lease term exceeding one month. Said quitclaim deeds are to be provided to Title by SELLER, prior to the close of escrow. 11. It is understood and agreed by and between the parties hereto that this Agreement inures to the benefit of, and is binding on, the parties, their respective heirs, personal representatives, successors, and or assignees. 12. If SELLER sells, transfers, assigns or otherwise conveys the Property or any interest in the Property, SELLER shall notify the purchaser, successor, assignee or other transferee of the existence and terms of this Agreement, including, without limitation,the Highway Easement Deed and the obligations, liabilities and duties as well as the rights and remedies of the Parties. Neither BUYER nor any other person or entity shall have any obligation, liability or duty to compensate any purchaser, successor,assignee or other transferee for the interests, rights and remedies granted to or obtained by BUYER under or pursuant to this Agreement. DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 13. SELLER hereby represents, warrants, covenants and agrees to and for the benefit of BUYER that the following statements are true and correct as of the Effective Date,and shall be true and correct as of Closing, and SELLER acknowledges and agrees that the truth and accuracy of such statements shall constitute a condition precedent to all of BUYER's obligations under this Agreement. 14. SELLER owns the Property in fee simple and has full power and authority to sell, transfer and/or otherwise convey the Highway Easement Deed to BUYER and to perform its obligations pursuant to this Agreement. This Agreement and all other documents delivered by SELLER to BUYER under or pursuant to this Agreement,at or prior to the Closing,have been,or will be,duly executed and delivered by SELLER and are, or will be, legal, valid and binding obligations of SELLER, sufficient to convey the Grant Deed to BUYER and are enforceable in accordance with their respective terms. 15. Other than as is disclosed there are no agreements for occupancy in effect for the Property, and no unrecorded possessory interests or unrecorded agreements that would adversely affect BUYER's use. SELLER will not enter into any agreements or undertake any obligations prior to Closing which will in any way burden,encumber or otherwise affect the Property without the prior written consent of BUYER, including, without limitation, any agreements for occupancy or use of the Property. 16. Representations and Warranties: (A) SELLER's Representations and Warranties. SELLER hereby represents,warrants,covenants and agrees to and for the benefit of BUYER that the following statements are true and correct as of the Effective Date, and shall be true and correct as of Closing, and SELLER acknowledges and agrees that the truth and accuracy of such statements shall constitute a condition precedent to all of BUYER's obligations under this Agreement: (Al) No Liens or Encumbrances. Other than as is disclosed and covered by Subsections A4 below, the Property, are free and clear of and from liens or encumbrances that could interfere with the intended use by BUYER; and,therefore, BUYER shall quietly enjoy its rights in and to the Property without disturbance or inference by SELLER or anyone claiming by, through or under SELLER. (A2) Litigation.There are no claims,actions,suits or proceedings continuing, pending or, to SELLER's knowledge, threatened (i) against or affecting SELLER or the Property, or(ii) involving the validity or enforceability of this Agreement or of any other documents or instruments to be delivered by SELLER at Closing, in either case, whether at law or in equity, or before or by any federal, state, municipal or other governmental department, board, commission, bureau, BUYER or instrumentality. SELLER is not subject to, or in default under, any notice, order, writ, injunction, decree or demand of any court or any governmental department, board, commission,bureau, BUYER or instrumentality. (A3) No Breach. The execution and delivery of this Agreement and the consummation of the transaction(s) contemplated by this Agreement will not violate or result in any breach of or constitute a default under or conflict with, or cause any acceleration of any obligation with respect to any provision or restriction of any lien, lease, agreement, contract, instrument, or,to SELLER's knowledge, any order,judgment, award, decree, statute, regulation or ordinance, or any other restriction of any kind DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO or character to which SELLER is a party or by which SELLER or the Property are bound. (A4) No Condemnation or Other Proceedings. Exclusive of any action proposed or contemplated by BUYER,SELLER is not aware of any contemplated condemnation of the Property or any portion thereof by any public BUYER, authority or entity. BUYER has negotiated in good faith to acquire the Property and to pay just compensation for that acquisition. SELLER understands that, if the transaction, including, without limitation, the acquisition, set forth in and/or contemplated by this Agreement had not been(or are not)successful,then staff for BUYER may have recommended (or may recommend) initiation of eminent domain proceedings to acquire the Property. (B) Survival of Representations and Warranties. SELLER acknowledges and agrees that the covenants, agreements, representations and warranties of SELLER set forth in this Agreement shall be true and correct on and as of the Effective Date as well as the Closing, and SELLER's liability for any breach, default or failure of the same, including, without limitation, any misrepresentation, shall survive not only the recordation of the Grant Deed, but also the Closing. SELLER shall protect, indemnify, defend, and hold BUYER free and harmless of, from and against any and all claims, demands, losses, liabilities, obligations, damages,costs and expenses, including, without limitation, reasonable attorneys' fees,court costs and litigation expenses, which BUYER may incur, suffer or sustain by reason of or in connection with any misrepresentation made by SELLER under or pursuant to this Article 14. 17. Notices and Demands All notices or other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, (iii) sent by facsimile transmission with confirmation of receipt, or (iv) sent by nationally recognized overnight courier service (e.g., Federal Express or United Parcel Service), addressed to the Party to whom the notice is given at the address(es)provided below,subject to the right of any Party to designate a different address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is deposited in the United States mail. Any notice not so given by registered or certified mail, such as notices delivered by personal delivery, facsimile transmission or courier service, shall be deemed given upon receipt,rejection or refusal of the same by the Party to whom the notice is given. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice or other communication sent. To BUYER: City of Petaluma Attn: Ken Eichstaedt 202 North McDowell Boulevard Petaluma, CA 94954 To SELLER: SOCKS, LLC and BB&T LLC 900 High Street Palo Alto, CA 94301 DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO 18. Entire Agreement This Agreement constitutes the Entire Agreement between SELLER and BUYER pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations and understandings. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 19. Miscellaneous (A) Required Actions of BUYER and SELLER. BUYER and SELLER agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use commercially reasonable efforts to accomplish the Closing in accordance with the provisions of this Agreement. (B) Time of Essence. Time is of the essence of each and every term,condition,obligation and provision of this Agreement. (C) Counterparts; Copies. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Except as required for recordation,the parties as well as Escrow Holder and Title Company shall accept copies of signatures, including, without limitation, electronically transmitted (for example, by e-mail, facsimile, PDF or otherwise) signatures. (D) Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California. Any and all legal actions brought to enforce or interpret the terns and provisions of this Agreement shall be commenced exclusively in a court of competent jurisdiction in the BUYER ofSaa_Luagm n.S cj&onAA— (E) BUYER's Assignment. BUYER shall have the right, in its sole discretion, to assign this Agreement as well as its rights and remedies in, to and under the Grant Deed, and any right or obligation herein and therein, to any party of its choice without the prior consent or approval of SELLER. (F) Successors and Assigns. This Agreement as well as the Grant Deed shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. (G) Severability. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected. (H) Construction. This Agreement will be liberally construed to effectuate the intention of the Parties with respect to the transaction(s)described herein. In determining the meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this Agreement, neither this Agreement nor any uncertainty or ambiguity herein will be construed or resolved against either Party (including the Party primarily responsible for drafting and preparation of this Agreement), under any rule of construction or otherwise, DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 it being expressly understood and agreed that the Parries have participated equally or have had equal opportunity to participate in the drafting thereof. (I) Legal Fees. Each Party shall be responsible for payment of its own attorneys' fees with respect to negotiation and preparation of this Agreement and processing of the Escrow. However, in the event of the bringing of any action or proceeding to enforce, interpret or construe any of the provisions of this Agreement, including, without limitation, seeking damages as a result of breach of this Agreement, the prevailing Party in such action or proceeding, whether by final judgment or out of court settlement, shall be entitled to have and recover of and from the other Party all costs and expenses of suit, including actual attorneys' fees. 20. Approval of BUYER SELLER understands that this Agreement is subject to approval by the City Manager and/or the City Council of the City of Petaluma and this Agreement shall have no force or effect unless and until such approval has been obtained. SIGNATURE PAGE TO FOLLOW DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date(s)set forth below next to their respective signatures. BUYER: CITY OF PETALUMA ATTEST: By: By: Kendall Rose Peggy Flynn City Clerk City Manager Date: SELLER: BB&T LLC, a California limited liability company, and Socks, LLC, a California limited liability company By: Name: G It's: By: Name: It's: DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO IN WIT\FSSi 1k I I Parit"nerew ie: forth kviev next to their rc!;pcct:,-c sigraiu%5. PE1.-k-1, VA T— ES7 Kendall kil-w Dale 0 �6.2 BB&-T '.I.( Name 4- DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 �.Rtk'.rr re r,r.�.,...ret N'.^'z• �'x,!.- .- .-r:�cr+,��.•.+.1..-<..,; ,r..rw+.vr+r A rlotzy Public cc ott4' of'+icf! r.-imrt-ing ;'S Ce't.'icate vwfas Criy the iaer.•iry of t'a inyr:,,�Lgl ern g;r;�gQ t'4 3o_urren*IL;a•'•cr t*s certficatC.g a:•:wlm anct not the tru ,mess,wcuraLv,cr ralid•y of•hat OCcurro Stntp of cal,fcy.n4i r County Ot Il 7r _ . . _ v?4n x- oe. s0.are Herc loser: Name and rte K tenataYy a;.pt�ar i t- Yet ', '�',✓, ,`� {� ?tP,r';�1;f f'.�, r4,'r i - lVaraP{t+fTf Srgwer!sr v.'10 grovud to me rm rhf: basis of satisfactury evtoelce to the rwson4s► whose name( r5'ar'e Sr:Asr*ri d to the w,thw; ,nits men' a,nd 3cknuv:{ergM m n'c' ll•a: tnashevIfty eaxecLeed the same in hrS•'h@r:tIW F-*iirhorzed CapB;:tyijwri.3•td tI'+at uy his.her-,*1eir.s,grlartirP46 ,on the irstrumob.nt Tlio:xomorgzt. or the witrty uacn 5ehan of -:which We execs tee: the ircr uniont. i certi`t. :j-)•kr PENALTY OF PERJURY tinc:er tt)c lav,s of_ric State of California =rust the foreycxrt9 pwag,ac.h is true and norm;, 00'ITN=_SS O"wial^seal. curs - v�r�C� � Sigr,att.•e� t,�, 'j� 1;�y J L'f- C•rtr+ovsr/21TT0� S!y.•te�h:r1B OrAtjjsuy Pi:l:lic ECifft 14c'U.2C23 Pi:tcP Nc+r.9ry Saar Abv.e OPTIONAL Ttrxigrt rh!S SCCCOr ;,eGt'nra1. Cu►rr:p�tr•Tq'h�S r'(t+r!tdiicn e7,5r dC;c'r d:erA.;C�n O!t+Te dPCt;�Cr)t or �"1U JU Et•: rPVr3&1!'Vt0?1 Ui PVT !Fjr T rO am urnMeelOod!Xlcumerr Description of Attached Deosumert I r'le or Type of Gex:yrnint: DoCLI'@rt D JLV: L'i I':�f !dumber of Pa_ge�: Siverisi Other Than Narrvd Above: — Capw4(ies)Claimed by Signer(s) S ctn.r's Naar- Name: Corooratc Officer — i ticizo: _ Corporate r"cer 1 r: r 5,. Parlvier — Liln tcc General Phrtr-er — Lirr'irf-d Gave-a: rriiv,.di.m: Attorney in Fart In&;idua! Ar-orre; w Fact Trust". Guardar•,or Conse-.ator Trustee G-Lafowr tf Cor:erva!w Othe- Ott ter S-Vilur Is Re!firrsFi;n• : _ SrClr'c- Is Repre.wrtirg: %Yip:'47C�rZ�'%:rl:V�4� �:n-. <' c.VC �_<.'LiC"rC.�.•Z.'�i '�..�.e'T:f:SiG�r�:t�.�"�'C�T'� t��2016 Natir,•+aI f:rtar�.4ssni:+;,?ip•i t.•.�•:•..tta-;o%wlhbWr-,.o•g t-$CVJ-JS NOTF•RY�t-C�:ii-r.'u-+:!il: i:�-•ai4'�7 DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO EXHIBIT "A" Highway Easement Deed RECORDED FOR THE BENEFIT OF CITY OF PET.aI.UMA WHEN RECORDED RETURN TO: Bender Rosenthal. Inc. Attn: Rebekah Green 2825 Watt Avenue. Suite 200 Sacramento.CA 95S21 No Fee Doctunent-per Govmunent code 27383 No Doctunent Tnuisfer Tax-per RST Code 11922 A portion of APN 13 011-063 SPACE ABOVE THE LLVE FOR 137-011-064 RECORDER'S L'SE HIGHWAY EASEMENT DEED The undersigned Grantor(s)declare(s):Documentary Transfer Tax is: S0.00(County my Tat): and S0.00(City Tax). [X] City of Petaluma.County of Sonoma [ ]computed on full value of property conveyed. or [ ]computed on full value less liens or encumbrances remaining at time of sale FOR VALUABLE AL.UABLE CONSIDER.-MON.receipt of which is hereby acknowledged.BB&T LLC.a California limited liability company.and Socks.LLC.a California limited liability company.hereby grant to the City of Petaluma.a municipal.an easement for road purposes and incidentals thereto. including utility rights over. on. under and across all that real property situated in the County of Sonoma. State of California and more particularly described as follows: SEE EXHIBITS"A"A%-D"B"ATTACHED HERETO AN1D MADE A PART HEREOF Signature Paste to Follow DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO IN WITNESS `),"HEREOF. the undersigned Grantor has executed this Grant Deed as of this 6-�Iday of F�jg'�d-r�/ .01. Grantor: BB&.-T LLC.a California limited liability company. and Socks.LLC.a California limited liability company. BB&T LLC. a California limited liability company Bv: Name: Its: Socks. LLC. a California limited liability company By:ef=Z Its: PLEASE SEE NOTARY ATTACHMENT DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL.CODE §1190 A riotay pctdie o• Yew oftiCW CnTV4W. g•hS ccrrfcaw,.crr"ort) •tv rdvtry of ttw nivrLal wtc ugnGd tie accJnent to YAW MIS)Qrtrrca:F G attacf►a0.aM ru•the:rJVUrWA wwKy Of Vararty of•rep oocvray. State of Cd?or5 44 / 1 Or be'oreme. �GM�id' l�/%JG rC,d/' Ddtc Licit- I rxrt t%v ix _r �JT.(lr p facralty appeared Ae Ge&)Git"ri Mt.r 4"?l L f SipnrtX) Nf+o Provec to me on the basis cf satmfact,)•y eykkrf:e to b• the oe15on(O wnose narne(6) .sure subscnbcc to trio within insrurn^.n1 and ocknoWedged to me that ne sha ttr f exocxcc the same in Kclhor/thw whonz c c4ocityied) and'hat t:y hi0wAhcir rignatwo(If on the i 5!rxrmt the porson;c), or the amity upor behatf 04 which the pers�P•wsl xted.executed the inct►urnant. I ror'r•y rtnAar PI-NAi I v I* WHA Hv n•tar 't•o 13w1 ul Ifur Sue it ;.shh.trrii I'r.r, 9 r VXodyljph is t,Le and co'ra•,t. 1YITNESS my twm-J dr V u :J bsdl. i.Au;�G J RSARA;I Nota-y P_boc•Ca ifc'nia Syn�tuo $a,)Mateo County r_ c/Nots 1 lLo�i F Co- r 2378148 � t" ,✓ My Cor-.Ex;ires Oct+t,2025 Macc Votary Seal Above OPTIO&AL T►r>ugh thr;£ec'ion rs 31p•ional conr-kt rg tN,- *4ormat cr,car dorcra to atcn of the doctawrt or `raudulon:rcottav"?rent d this form to sn crintended coeumcrt. Description of Atteehed Doeunw Tt.c o• Tao--) of Docun.o-i•: &I Ah 4.*" �!•���T Doccr+ont Dstc: Nt"ber or Pagec: _ Si3 wr(e) Other Thar hared /.bow: Caparcity(lieti Clairrea oy Signer(-.I �iVr her b Ndn C. Sty ri b htslrr. ]C.r Ixxa:c ;ffica - -HtKb. ❑Goruratz ONhcar - Tito(b). - ❑t-im ted ❑Genera ❑f arrer - =Umitec ❑Gmeial ] rovidual ❑Atrctney r Fact ❑Indivet.& ]Ano,rey in Fact ]Trustee ❑Guardian or Gonser•wata ❑Tr ustee ]13ua than or Corsexvator ]Other: ❑ O:Fer Signer Is F+eptesertrrxj: Sigw is %eo esentinq C�14 Ialor►rtl tti+n':jry 4:vn:tm•Mww 1vA•rnr�fJottry rrq• t•tl[n-IIS 1�C?AFY it•Fl1ft•1;7fi-fif.�T It!►r s59(17 DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO r_tawLCow-C/ f lea DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 CAl1FnQq�A All-PU4PC-.5 ACKAO%L6DrJ4Gr1, �tbrtdQr XQ3 J. WAWA o H•ari�!c•Glsh�i• �,' Kf 7 DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 Exhibit —A- • s. '. EXHIBIT A' Legal Description Public Access Easement Over the lands of BBBT LLC and Socks. LLC All that real property situated in the Crty of Petaluma tying within the County of Sonoma State of California and being a portion of the lands of BBBT L.L.C. a Califomia limited liability compam as descnbed in that Grant Deed filed for record March 2, 2000 under Document No 2000 020333. Official Records of the County of Sonoma and Socks. LLC.a California limited liabbty company as described in that Grant Deed filed for record October 23. 2001 under Document No 2001- 144635, Official Records of the County of Sonoma, and being more part;culartv described as fOMows PARCEL ONE Commencing at a found 2"brass disk and punch mark in a standard City monument well at the intersection of N McDo*01 Blvd and Redwood Way as designated and delineated on that Record of Survey of the lands of SARM Enterprises filed for record April 16, 1996 in Book 551 of Maps.at Pages 10.1 1. Sonoma County Records.thence from said Point of Commencement, along the extension of the monument line delineated on said Record of Survey thence. North 53'38'23"West,for a distance of 417 73 feet,thence. North 36121'37"East.for a distance of 43 37 feet to a point on the northeasterly right of way of N McDowell Blvd and the Point of Beginning of the parcel to be herein described, thence, from said POINT OF BEGINNING. leaving said northeasterly right of way North 36'32'31" East for a distance of 3 00 feet, thence. South 53'2729'East,for a distance of 32 00 feet',thence. South 36132'31'West.for a distance of 3 00 feet to said northeastery nght of way of N McDowell Blvd .thence. along said northeasterly night of way. North 53°27'29"West,for a distance of 32 00 feet to the Point of Beginning of the hereinabove described parcel of land Containing 96 square feet. more or less PARCEL TWO Commencing at a found 2"brass disk and punch mark in a standard City monument well at the intersection of N McDowell Blvd and Redwood Way as designated and delineated on that Record of Survey of the lands of SARM Enterprises filed for record April 16 1990 in Book 551 of Maps, at Pages 10-1 1 Sonoma County Records. thence from said Point of Commencement, along the extension of the monument line delineated on said Record of Survey thence. North 5313823"West,for a distance of 527 87 feet;thence, North 36'2 t'37'East for a distance of 43 72 feet to a point on the northeasterly right of way of N McDowell Blvd and the Point of Beginning of the parcel to be herein described thence,from said POINT OF BEGINNING. leaving said northeasterly right of way North 36'32'31"East.for a distance of 3 50 feet.thence. South 53'2729"East,for a distance of 39 00 feet,thence, South 36°32'3 I'West,for a distance of 3 50 feet to said northeasterly right of way of N. McDowell Blvd:thence. along said northeastery right of way. North 53'27'29'West, for a distance of 39 00 feet to the Point of Beginning of the hereinabove described parcel of land 200 Fourth Street Suite 300,Santa Rosa CA 95401 1 707 583,8500 DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 Containing 136 square feet more or less PARCELTHREE Commencing at a found 2' brass disk and punch mark in a standard City monument well at the intersection of N McDowell Blvd and Redwood Way as designated and delineated on that Record of Survey of the lands of SARM Enterprises,filed for record April 16, 1996 in Book 551 of Maps. at Pages 10-1 1. Sonoma County Records; thence from said Point of Commencement, along the extension of the monument line delineated on said Record of Survey. thence. North 53'38'23" West, for a distance of 385 73 feet, thence. North 36'21'37" East, for a distance of 43 27 feet to a point on the northeasterly right of way of N McDowell Blvd and the Point of Beginning of the parcel to be herein described,thence,from said POINT OF BEGINNING. leaving said northeasterly right of way. North 36`32'31" East. for a distance of 3 00 feet. thence. South 53'27'29" East, for a distance of 32 00 feet. thence. South 36`32'31"West, for a distance of 3 00 feet to said northeasterly right of way of N McDowell Blvd . thence, along said northeasterly right of way. North 53027'29" West, for a distance of 32 00 feet to the Point of Beginning of the hereinabove described parcel of land Containing 96 square feet. more or less Bass of Bearings: Record of Survey of the lands of SARM Enterpnses, filed for record April 16. 19% in Book 551 of Maps. at Pages 10-1 1. Sonoma County Records Prepared by: .�� Lf BKF ENGINEERS �47 VA. rho`'r'i�„� 60-- # Dated_ 10/62022 Ralph k Thomas. o. 4760 A '\ 137-011-063 &064 DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO Exhibit -B" LEGEND EXHIBIT 'B-1' Rt 551 MAPS 10-11 PARCEL LINE TABLE UNE DIRECTION LENGTH L1 N36'21'37'E 43.72' L2 N36'32'31'E 3.50' L3 S53'27'29'E 39.00' L4 S36'32'31-W 3,50' L5 N53'27'29'W 39.00' L6 N36'21'37'E 43.37' PE EXISTING 1C' CITY OF U V TALUMA SEWER EASEMENT J � L7 N36'32'31'E 3.00 =o v$ J I �-EXISTING 30' ACCESS EASEMENT �-J LB 553'2 7'29'E 32.00'� z m ' L9 536'32'28'w 3.00' o I LANDS OF BB&T LLC 03 & SOCKS, LLC o '� L10 N53-27'29'W 32 00' APN 137-011-063 J:3 a I I DN 2000-020333 '^ Z < DN 2001-144635 0.4s Z —1EX15T1NG 10' PUE L3 I L8 Q W Z —� L4 L7 L3 3 3 Mm ru T u'rw A - a3 a L1 — I POINT OF I L5 LIC OO 'r z� 3 or 2 BEGINNING PUSUC ACCESS I PUBLIC ACCESS 3 0 o N <o EASEMENT, ,o I EASEMENT, p z i I., PARCEL TWO 'I PARCEL ONE L1J 0 9 =m - — - POINT OF BEGI I _ -� rF-N53'38'23'W 417 73' 3' N53'38'23'W 527 87'-- MONUMENT LWE EXTENSION S53'38'23E 1010 71' BASS OF BEARINGS N MCDOWELL BLVD (BASIS OF BEARINGS-RI) R/S 551 M10 11 Vhy�Q,A%N. No. 4760 40 40 •«+• 1' _ 40' 1M1 MLPH M =0" PW 47W At a CAL,I , e 200 40 STRI F I Sub ect GRANT OF PUBLIC ACCESS EASD►ENT OVER SUITE300 THE LANDS OF 98kT LLC AND SOCKS. LLC F�a- A SANTA ROSA CA 9WI Job No 20202059Ron sa3-asap By BTL ate OCT 2022 Chka RHT "�""bHCOT SHEET 1 OF 2 s >-m- e"-rnrnn C 3110 ao eOWxrnT DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO EXHIBIT '8-2' LEGEND. PARCEL LINE TABLE R1 551 MAPS 10-11 LINE DIRECTION LENGTH L11 N36'21'37-E 43.27' 1-12 N36'32'28'E 3.DC' L'3 S53'27'29'E 32.00' L'4 S36'32'31-W 3.DC' L'5 N53'27'29'W 32.00' U � U U� J !` 'b LANDS OF BB&T LLC C�I m Y Et SOCKS. LLC a 0 1.Un APN 137-011-064 � I m- DN 2000-020333 o aj Z DIN 2001-144635 7 a a is J L13 _ EXISTING 10PUE, J< Q c w i cr H W� Z< I--W L'2 L14 5a O �W Ga- O QrU rm O~ O Crw0 ZO CrW L15 PUBLIC ACCESS EASEMENT. � z Z z c71 i z PARCEL THREE 0 0 0 0< �0 J I POINT OF BEGINNING MONUMENT LINE EXTENSION. LLJ 0.10. 1 m v,a BASIS OF BEARINGS cr - N53'38'23'W 385.73' �1_ S53'F BEAEAE 1018.71 N MCDOWELL BLVD (BASS OF RINGS-R') R/S 551M10- 11 �lCP�QN o Q 's No. 4760 40 0 40 1 R icobs 1' s 40' t.Qt MUR It THOMAS PLS 4760 rf a CALF 0 2004th STREET Sub f ec t GRANT OF PURL IC ACCESS EASEMENT D, 8 joo THE LANDS OF %&T LLC AND SOCKS, LLC ~ SANTA ROSA.CA 95401 i ob No 20202059 ^o I707158 By BTL Dote CKT 2022 Chkd RHT � www.UMctcoo com SHEET 2 OF _ 2 S20 -a -f37-01-008�""'nt_ri: a 7f?t7 art r.+:trrrns DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO �SP.LrJ a ° ' CITY OF PETALUMA POST OFFICE Box 61 l 8 $ PET LUNL-k.CA 94953-0061 Tema Barren llas or Jaritnary 9. :0_3 Brian Barnacle Greg Bettencourt D'Lynda Fiuker B B&T LLC ET AL Uice B"IT 900 High Street Dace m.i Kew]itneown Palo Alto.CA 94301 Dennis rotekac Covarttbuwrnba- RE: 1390\McDowell Blvd.Petaluma -Wilco building APNs 137-011-063 and-064 Dear Mr.Bettencourt. The City of Petaluma's Public Works and Utilities Department will be implementing a street improvement project extending along L'75 miles of North McDowell Boulevard from Sunrise Parkway north to Old Redwood Highway in 2023. This Complete Streets Project (the project) proposes a fitll reconstruction of the current four-lane arterial roadway and 'includes work to provide a safe path of travel on sidewalks alongside the Boulevard. The intent is to remedy locations along the corridor where the existing sidewalk is not compliant with cturennt ADA (.1 nnercans with Disabilities Act) standards.primarily because of the slopes or lack of detectable stufaces. The City would like to improve the existing sidewalk and ramp at the driveway near your property at 1390 N McDowell Blvd.currently tenanted by Wilco. The City holds Conrnrnnih DePOIIpern Dr MINi rrnr a utility easement over most of the area in question. but to improve the sidewalk. the ii a&hsn w City needs an access(sidewalk)easement. City acquisition of an access easement will Pemhrwa,ci 04952 allow a compliant ADA path of travel to be constructed that is safe and directionally Phoa.f-o-,--S-.r?oi correct. Far r-0-o--S-449S This letter is to confirm that the City's project would not change the current or future development potential for the 1390 N McDowell Blvd site comprised of 13 011-063 Bwfl&xgDisi+ion and-064 in that the improvement project will not change the zoning of the property or P►ow17on--s-iaot the applicable development standards. The site has Commercial 1 zoning with a Fax no-1-PMOr Floodplain Combining District overlay: this designation does not require any setback beaNrngdtYnoJ�.ralawa as from the front or street side. The existing public utility easement along McDowell Tostboda►rInSPA-rioa+ already restricts development from occurring over the sidewalk area. Furthermore.any Paoar r-o-1--S-4-9 site redevelopment would require a public sidewalk and compliant ADA access. The Planning Division does not foresee any circtunstance in which the requested minor easement or sidewalk improvements would negatively impact the property's Planning D1n+fon development potential m the near or long term should the property owner accept an P>,oar r-o-r--sal-o Pu P P P rtY eP Fax r-o-r--S-+49S offer from Public Works to convey a sidewalk access easement to the C•in. a Mail fw alum4iannotgo frfl'q#-a1 r org 0 DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 Project Manager and Senior Traffic Engineer hen Eichstaedt will reach out to you regarding the easement request.or you can reach hint at KEichstaedt cd cityofpetaluma.org or 707-776.3672. Sincerely. S� D.i Brian Oh Community Development Director Copy: Tiffany Robbe.Deputy Planning Manager Andrew Trippel.Planning Manager Ken Eichstaedt. Senior Traffic Engineer.Public Works S,- Utilities DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Highway Easement Deed. dated from BB&T LLC, a California limited liability company. and Socks. LLC. a California limited liability company. to the City of Petaluma. a municipal corporation and Califoniia Charter City(-CITY-).GRANTEE.relating to the real property commonly known as 1390 N. McDowell Boulevard I APNs: 1390 N. 'McDowell Boulevard) is hereby accepted on behalf of the CITY buy its City Manager pursuant to authority conferred by Resolution No.4201 (N.C.S.). adopted by the CITY on January 15. 1965.and that Grantee consents to recordation of the Highway Easement Deed by its duly authorized officer. Dated: By: Citv\farra2er Pe22v F1y111n ATTEST: By: Citv Clerk APPROVED AS TO FORM: By: City Attorney Eric Danly ' DocuSign Envelope ID:EF6D054C-4547-49B5-BAAO-558AC00731F0 Assessor Parcel No. Owner Site Address Project TPMD, LLC, a 1301 Redwood Way North McDowell 137-011-013 California limited Petaluma CA 94954 Boulevard Complete liability company Streets Project PURCHASE AGREEMENT This AGREEMENT OF PURCHASE AND SALE ("Agreement") is made and entered into by and between the City of Petaluma ('BUYER"), and TPMD, LLC, a California limited liability company, ("SELLER"). BUYER and SELLER are sometimes individually referred to herein as "Party" and collectively as "Parties." The Parties hereto have executed this Agreement on the dates set forth below next to their respective signatures. By this AGREEMENT, SELLER agrees to sell to BUYER, and BUYER desires to purchase from SELLER that certain portion of property located at 1301 Redwood Way, Petaluma, California, more particularly identified as Assessor's Parcel Number 137-011-013 and described in the form of a Highway Easement Deed identified as Exhibit"A" and attached hereto. In consideration of which, and the other considerations hereinafter set forth, it is mutually agreed as follows: 1. (A) The parties have herein set forth the whole of their agreement. The performance of this agreement constitutes the entire consideration for said document and shall relieve BUYER of all further obligation or claims on this account, or on account of the location, grade or construction of the proposed public improvement. (B) BUYER requires said property described in the attached Highway Easement Deed for the North McDowell Boulevard Complete Streets Project, a public use for which BUYER has the authority to exercise the power of eminent domain. SELLER is compelled to sell, and BUYER is compelled to acquire the property. The Property to be acquired by BUYER is described in the Highway Easement Deed attached as "Exhibit A". (C) Both SELLER and BUYER recognize the expense, time, effort, and risk to both parties in determining the compensation for the property by eminent domain litigation. The compensation set forth herein for the property is in compromise and settlement,in lieu of such litigation. (D) The parties to this contract shall, pursuant to Section 21.7(a) of Title 49, Code of Federal Regulations, comply with all elements of Title VI of the Civil Rights Act of 1964. This requirement under Title VI and the Code of Federal Regulations is to complete the USDOT- Non-Discrimination Assurance requiring compliance with Title VI of the Civil Rights Act of 164, 49 C.F.R Section50.3. (E) No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity that is the subject of this contract. (F) A Highway Easement Deed shall be granted in favor of the BUYER by SELLER, identified as a Highway Easement Deed Exhibit "A", and is attached hereto and made a part hereof. The total area being granted to the BUYER from the SELLER consists of 310±SF Highway Easement area. DocuSign Envelope ID:EF6D054C-4547-49B5-BAAO-558AC00731F0 (G) SELLER shall deliver to BUYER, the City of Petaluma, a good and sufficient Highway Easement Deed, properly recorded, to the following property described in the attached Highway Easement Deed, described in the attached Exhibit "A," free and clear of all liens and encumbrances except taxes and special assessments, if any, easements, restrictions and reservations of record attached hereto and made an integral part this transaction. 2. The BUYER shall: (A) Pay the undersigned SELLER the sum of$5,900.00(FIVE THOUSAND NINE HUNDRED DOLLARS) for the property or interests conveyed by above documents when title to said property vests in BUYER free and clear of all liens, encumbrances, assessments, easements and leases (recorded and/or unrecorded) and taxes, except: a. Taxes for the tax year in which this escrow closes shall be cleared and paid in the manner required by Section 5086 of the Revenue and Taxation Code, if unpaid at the close of escrow. b. Covenants, conditions,restrictions and reservations of record, or contained in the above- referenced document. c. Easements or rights of way over said land for public or quasi-public utility or public street purposes, if any. (B) Pay all escrow and recording fees incurred in this transaction, and if title insurance is desired by City of Petaluma,the premium charged therefore. Said escrow and recording charges shall not, however, include documentary transfer tax. This transaction will be handled through Fidelity Title Company, 8525 Madison Avenue, Suite 110, Fair Oaks, CA 95628, Escrow No. 01006795-010-AM. (C) Have the authority to deduct and pay from the amount shown on Clause 2(A) above, any amount necessary to satisfy any bond demands and delinquent taxes due in any year except the year in which this escrow closes, together with penalties and interest thereon, and/or delinquent and unpaid nondelinquent assessments which have become a lien at the close of escrow. 3. Any monies payable under this contract up to and including the total amount of unpaid principal and interest on notes secured by mortgages or deeds of trust, if any, and all other amounts due and payable in accordance with the terms and conditions of said trust deeds or mortgages, shall upon demand be made payable to the mortgagees or beneficiaries entitled thereunder; said mortgagees or beneficiaries to furnish SELLER with good and sufficient receipt showing said monies credited against the indebtedness secured by said mortgages or deeds of trust. 4. It is understood and agreed by and between the parties hereto that payment as provided in Clause 2(A) includes,but is not limited to,payment for any and all damages, including access rights, and any and all damages which may accrue to SELLER's remainder property by reason of its severance from the property conveyed herein and the construction and use of the proposed roadway project, including, but not limited to, any expense which SELLER may incur in restoring the utility of the remaining property. DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO 5. Any or all monies payable under this contract up to and including the total amount due on financing statements, if any, shall,upon demand,be made payable to the holder thereof. Said holder to furnish BUYER with good and sufficient receipt showing said monies credited against the indebtedness secured by said financing statements. 6. It is agreed between the parties hereto that the BUYER in acquiring title subject to unpaid assessments,as set forth herein,is not assuming responsibility for payment or subsequent cancellation of such assessments. The assessments remain the obligation of the SELLER and, as between the BUYER and the SELLER no contractual obligation has been made requiring their payment. Payment for the property acquired under this transaction is made upon the basis that the SELLER retains their obligation to the levying body respecting said assessments. The property acquired under this transaction is to be free and clear of any bonds and/or assessments at the close of escrow. 7. It is understood and agreed by and between the parties hereto that this Agreement inures to the benefit of, and is binding on, the parties, their respective heirs, personal representatives, successors, and or assignees. 8. It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this contract,the right of possession and use of the subject property by the BUYER,including the right to remove and dispose of improvements, shall commence on the date the amount of funds as specified in Clause 2(A) herein are deposited into the escrow controlling this transaction. The amount shown in Clause 2(A) herein includes, but is not limited to, full payment for such possession and use, including damages, if any, from said date. 9. BUYER agrees to indemnify and hold harmless SELLER from any liability arising out of BUYER's operations under this agreement. BUYER further agrees to assume responsibility for any damages proximately caused by reason of BUYER's operations under this agreement and BUYER will, at its option, either repair or pay for such damage to return property to like before construction condition. 10. SELLER warrants that there are no oral or written leases on all or any portion of the property exceeding a period of one month, and the SELLER agrees to hold the BUYER harmless and reimburse the BUYER for any and all of its losses and expenses occasioned by reason of any lease of said property held by any tenant of SELLER for a period exceeding one month. SELLER acknowledges that a quitclaim deed will be required from any lessee that has a lease term exceeding one month. Said quitclaim deeds are to be provided to Title by SELLER, prior to the close of escrow. 11. It is understood and agreed by and between the parties hereto that this Agreement inures to the benefit of, and is binding on, the parties, their respective heirs, personal representatives, successors, and or assignees. 12. If SELLER sells, transfers, assigns or otherwise conveys the Property or any interest in the Property, SELLER shall notify the purchaser, successor, assignee or other transferee of the existence and terms of this Agreement,including,without limitation,the Highway Easement Deed and the obligations, liabilities and duties as well as the rights and remedies of the Parties. Neither BUYER nor any other person or entity shall have any obligation, liability or duty to compensate any purchaser, successor, assignee or other transferee for the interests,rights and remedies granted to or obtained by BUYER under or pursuant to this Agreement. DocuSign Envelope ID:EF6D054C-4547-49B5-BAAO-558AC00731F0 13. SELLER hereby represents, warrants, covenants and agrees to and for the benefit of BUYER that the following statements are true and correct as of the Effective Date, and shall be true and correct as of Closing, and SELLER acknowledges and agrees that the truth and accuracy of such statements shall constitute a condition precedent to all of BUYER's obligations under this Agreement. 14. SELLER owns the Property in fee simple and has full power and authority to sell, transfer and/or otherwise convey the Highway Easement Deed to BUYER and to perform its obligations pursuant to this Agreement. This Agreement and all other documents delivered by SELLER to BUYER under or pursuant to this Agreement,at or prior to the Closing,have been,or will be,duly executed and delivered by SELLER and are, or will be, legal, valid and binding obligations of SELLER, sufficient to convey the Grant Deed to BUYER and are enforceable in accordance with their respective terms. 15. Other than as is disclosed there are no agreements for occupancy in effect for the Property, and no unrecorded possessory interests or unrecorded agreements that would adversely affect BUYER's use. SELLER will not enter into any agreements or undertake any obligations prior to Closing which will in any way burden, encumber or otherwise affect the Property without the prior written consent of BUYER, including, without limitation, any agreements for occupancy or use of the Property. 16. Representations and Warranties: (A) SELLER's Representations and Warranties. SELLER hereby represents,warrants, covenants and agrees to and for the benefit of BUYER that the following statements are true and correct as of the Effective Date, and shall be true and correct as of Closing, and SELLER acknowledges and agrees that the truth and accuracy of such statements shall constitute a condition precedent to all of BUYER's obligations under this Agreement: (Al) No Liens or Encumbrances. Other than as is disclosed and covered by Subsections A4 below, the Property, are free and clear of and from liens or encumbrances that could interfere with the intended use by BUYER; and, therefore, BUYER shall quietly enjoy its rights in and to the Property without disturbance or inference by SELLER or anyone claiming by, through or under SELLER. (A2) Litigation. There are no claims, actions, suits or proceedings continuing,pending or, to SELLER's knowledge, threatened (i) against or affecting SELLER or the Property, or(ii) involving the validity or enforceability of this Agreement or of any other documents or instruments to be delivered by SELLER at Closing, in either case, whether at law or in equity, or before or by any federal, state, municipal or other governmental department, board, commission, bureau, BUYER or instrumentality. SELLER is not subject to, or in default under, any notice, order, writ, injunction, decree or demand of any court or any governmental department, board, commission,bureau, BUYER or instrumentality. (A3) No Breach. The execution and delivery of this Agreement and the consummation of the transaction(s) contemplated by this Agreement will not violate or result in any breach of or constitute a default under or conflict with, or cause any acceleration of any obligation with respect to any provision or restriction of any lien, lease, agreement, contract, instrument, or, to SELLER's knowledge, any order,judgment, award, decree, statute, regulation or ordinance, or any other restriction of any kind DocuSign Envelope ID:EF6D054C-4547-49B5-BAAO-558AC00731F0 or character to which SELLER is a parry or by which SELLER or the Property are bound. (A4) No Condemnation or Other Proceedings. Exclusive of any action proposed or contemplated by BUYER, SELLER is not aware of any contemplated condemnation of the Property or any portion thereof by any public BUYER, authority or entity. BUYER has negotiated in good faith to acquire the Property and to pay just compensation for that acquisition. SELLER understands that, if the transaction, including, without limitation, the acquisition, set forth in and/or contemplated by this Agreement had not been(or are not)successful,then staff for BUYER may have recommended (or may recommend) initiation of eminent domain proceedings to acquire the Property. (B) Survival of Representations and Warranties. SELLER acknowledges and agrees that the covenants, agreements, representations and warranties of SELLER set forth in this Agreement shall be true and correct on and as of the Effective Date as well as the Closing, and SELLER's liability for any breach, default or failure of the same, including, without limitation, any misrepresentation, shall survive not only the recordation of the Grant Deed, but also the Closing. SELLER shall protect, indemnify, defend, and hold BUYER free and harmless of, from and against any and all claims, demands, losses, liabilities, obligations, damages, costs and expenses, including,without limitation,reasonable attorneys' fees, court costs and litigation expenses, which BUYER may incur, suffer or sustain by reason of or in connection with any misrepresentation made by SELLER under or pursuant to this Article 14. 17. Notices and Demands All notices or other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, (iii) sent by facsimile transmission with confirmation of receipt, or (iv) sent by nationally recognized overnight courier service (e.g., Federal Express or United Parcel Service), addressed to the Parry to whom the notice is given at the address(es)provided below,subject to the right of any Parry to designate a different address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is deposited in the United States mail. Any notice not so given by registered or certified mail, such as notices delivered by personal delivery, facsimile transmission or courier service, shall be deemed given upon receipt,rejection or refusal of the same by the Party to whom the notice is given. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice or other communication sent. To BUYER: City of Petaluma Attn: Ken Eichstaedt 202 North McDowell Boulevard Petaluma, CA 94954 To SELLER: TPMD LLC 1301 Redwood Way#155 Petaluma, CA 94954-1136 DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO 18. Entire Agreement This Agreement constitutes the Entire Agreement between SELLER and BUYER pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations and understandings. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 19. Miscellaneous (A) Required Actions of BUYER and SELLER. BUYER and SELLER agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use commercially reasonable efforts to accomplish the Closing in accordance with the provisions of this Agreement. (B) Time of Essence. Time is of the essence of each and every term, condition, obligation and provision of this Agreement. (C) Counterparts; Copies. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original,but all of which, together, shall constitute one and the same instrument. Except as required for recordation, the parties as well as Escrow Holder and Title Company shall accept copies of signatures, including, without limitation, electronically transmitted (for example, by e-mail, facsimile, PDF or otherwise) signatures. (D) Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California. Any and all legal actions brought to enforce or interpret the terms and provisions of this Agreement shall be commenced exclusively in a court of competent jurisdiction in the BUYER of Sonoma. (E) BUYER's Assi ng ment. BUYER shall have the right, in its sole discretion, to assign this Agreement as well as its rights and remedies in, to and under the Grant Deed, and any right or obligation herein and therein, to any party of its choice without the prior consent or approval of SELLER. (F) Successors and Assigns. This Agreement as well as the Grant Deed shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. (G) Severability. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected. (H) Construction. This Agreement will be liberally construed to effectuate the intention of the Parties with respect to the transaction(s) described herein. In determining the meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this Agreement, neither this Agreement nor any uncertainty or ambiguity herein will be construed or resolved against either Party (including the Party primarily responsible for drafting and preparation of this Agreement), under any rule of construction or otherwise, DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 it being expressly understood and agreed that the Parties have participated equally or have had equal opportunity to participate in the drafting thereof. (I) Legal . Each Party shall be responsible for payment of its own attorneys' fees with respect to negotiation and preparation of this Agreement and processing of the Escrow. However, in the event of the bringing of any action or proceeding to enforce, interpret or construe any of the provisions of this Agreement, including, without limitation, seeking damages as a result of breach of this Agreement, the prevailing Party in such action or proceeding, whether by final judgment or out of court settlement, shall be entitled to have and recover of and from the other Party all costs and expenses of suit, including actual attorneys' fees. 20. Approval of BUYER SELLER understands that this Agreement is subject to approval by the City Manager and/or the City Council of the City of Petaluma and this Agreement shall have no force or effect unless and until such approval has been obtained. SIGNATURE PAGE TO FOLLOW DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 IN WITNESS WHEREOF,the Parties hereto have executed this Agreement as of the date(s) set forth below next to their respective signatures. BUYER: CITY OF PETALUMA ATTEST: By: By: Kendall Rose Peggy Flynn City Clerk City Manager Date: SELLER: TPMD, LLC, a California limited liability company By: Name: It's: DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO EXHIBIT "A" Highway Easement Deed RECORDED FOR THE BENEFIT OF CITY OF PETALUMA WHEN RECORDED RETURN TO: Bender Rosenthal.Inc. Attn: Rebekah Green 2825 Watt Avenue. Suite 200 Sacramento.CA 95821 No Fee Document—per Government code 27383 No Document Transfer Tax-per R&T Code 11922 A portion of APN 137-0 1 1-013 SPACE ABOVE THE LINE FOR RECORDER'S USE HIGHWAY EASEMENT DEED The undersigned Grantor(s)declare(s): Documentary Transfer Tax is: $0.00(County Tax): and$0.00(City Tax). [X]City of Petaluma.County of Sonoma [ ] computed on full value of property conveyed. or [ ] computed on full vale less liens or encumbrances remaining at time of sale FOR VALUABLE CONSIDERATION.receipt of which is hereby acknowledged.TPMD. LLC, a California limited liability company, hereby grant to the City of Petaluma. a municipal. an easement for road purposes and incidentals thereto, including utility rights over.on.under and across all that real property situated in the County of Sonoma.State of California and more particularly described as follows: SEE EXHIBITS "A"AND"B"ATTACHED HERETO AND MADE A PART HEREOF IN WITNESS WHEREOF. the undersigned Grantor has executed this Grant Deed as of this day of ,2023. Grantor: TP-iD. LLC. a Califonuia limited liability company By: Name: Its: DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731 FO CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CM com 5lies A rkflwy piw rx nrnor Mr1A.I['lY1Y)IO+.ng Inie r`OrtfN'J�O ao11ri0s An►y ehe i0[wtny m M www'am wre agnm iK JuariMt to wl tKh It%�;wlekwty 4 attao,go: and nut vw tr4ntuRow4 amksiwy.or tirMy of Cnt ouappt St Ito of LAIelomra county of I On befors rm. Date f-tene fnserr hie Tee wed rode of the t Mcer personally appcarcd Nonre(sl of Sitrn�e'i.0 who lxoval lei me on the bmis of sw ettFi tnry e,vVjmrcr to he the I�sx>� w►v raalrnrtsr ry e sut)w bee; to Ifio within Ifshunw-4 and ait;Mnawledged to me VW I'w6 Iney eAtcttnd 10�e beanie h1 hlNher,'their Auttro►rzed rapat:tty+ies).anct that py httiA►erlVteK 5+trature151 on the 1n6trumfirtr the[»sor+OsL or the entity upon behalf of wter_h them-persons)acted erec%ffw Itio IfKvt.vwvt I cauty ur'rder PLNALT`1 OF PEF4.0.Ry ur'dP the bows of ttte Stodo of C41fortare that the fs eegoery petogroph is true and ccwn!f t WITNESS my heed and office seat Signature .Wwflre o/Notary Flrbic FVa--e Notary Seal Above OPTIONAL Though than ssetlon K opwrhV. uomo4ting this irtfom7agio')can dew oblowabivT of the dxtrrneert o+ ho*)du(w)l r"ll itrNatrlrar of plea harm to an ur itrpkl►1r1 h c:trn.�rN. I*hcription of Attached Document Title or Type of Document: Docurneon 143ur Number of Pagca: Sk�rerts) Other Trw Named ADowe: Cepac,tylae4)Claimed by Srgnet44) tii wi'K Nrurw *. rx-t'ahmir- ❑Coot jf ute ONicc4 - 1-0k4s): O Gorporats Officer - T--d": D Partrlet - ❑Urnitea ❑General Ip Parwer - ❑L.nIW ❑Gene w O Irdvidual ❑Atromey In Fact ❑Irk*Adual ❑/Gwen y In Feet D Trusted ❑Guardian of Conservator ❑trustee O CKjw*fl or Ccxmnrewr ❑Other: 0 Other Si" is ROUTesentric: Signer Is Repvesarrtrng: Qy2014 Nxtlonal Notarti'Atscr,9tlm www.NanonalNotery.rnp•1-�)p-l1S fW7TARY f18�875 H1271 kenl AW DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO ExWbir"A" ExHISI T'A Lagal Descnpt►on Publi:Access Easement Q%,er the lands of 1-'.PAD, LLk- Ab that real Property slanted in the City of Petaluma,lying within the Count,/of Sonor-u,State of Cahtornia and berg a porbon of the lands of 1 PMD, C,a Calrfomia limited liability conpany as desenbed a+ that Grant Deed filed for record Juty 15,2014 under Docw*nl No 20le-Ce81Is. Ofhdal Records of the County of Sonorna,and being Fwa particularty described as tdbws: Commencing at a found 2"brass disk and punch mark in a standard City monument weep at the intersection of N McDowe41 Blvd arxi Redwood Way as designated and delineated on that Record of Survey of the lands of SARM Entorpnses,filed for record April 16,1996 in Book 561 of Maps, at Pages l D-11. Sonoma County Records, thence from said Point of Corrmeincenwt, along the extension of the monument line delineated on said Record of Survey. North 53'38'23' West.for a tstance of 59.93 feet;thence,North 36021'37'East,for a dstance of 40.73 feet to the norllteasterly+iDhf of way of N McDow-1 Blvd and the Pont of Beoinnng cif the parcel lobe Herein described;it-once,from said POINT OF BEGINNING, laming said northeasterly right of wray of N_McDow&Blvd. North 36`32'31"East,for a distance of 7.50 feet thence.along a non tanyenl rune to flte left horn a tangent that bears,Soup 53'2729"East,with a radius of 22 50 feet,through a central angle of'.10'00DY',for a distance of 35.34 feet thence,South S3'2729' East,for a drsstance ci 7 50 feel to the northwesterly right a(way of Redwood Way. Ihff-rx,akxg the right of way of Redwood Way and M McDoAreN 6Md_, on a non tangent curve to the right trorn a tangent that bees, South 36`32'31"West, A th a radus of 30.DD feet,through a central angle of 90'00'00', fo► a distance of 47 12 (eel to the Point of Beginrbng of tine t-"L-inAxrvP doscnbod parcel of land. Containing 309 square feet more or less Basis of Bearings; Record of Survey of the lands of SARM Enbenxises,filed for record Apnl t G. 1996 in Book 551 of Maps,at Pages 10-11.Sorx)rna Courtly Records Prepared by. cs�w r"n BKF ENGINEERS > '" 10l5/2022 * Dated' Ralph K ThowS .47 ?Or cAvI Z00 Fourth Stree_Suite 300,Santa Rosa,CA 95401 1707.553b501) DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO Eslubh �.r- F 1711 PARCEL LINE TAKE LINE DIRECTION LENGTH 1.16 143671'37'E 40.73' 1.17 aad ii'a,'> 7.30' lie S531729"E '50 PARCEL CURVE IABL~ CURVE OELTA PADIUS LENGT- Cl 90WOO, 22-50' 35:!4' LANDS Of HMO, LLc APN '37-D11-013 7N 7014-018�16 ,_ lAl�GEU1 t U 5 WARING f S76'3?'J1 N z TANGQYT SEnFIKG—, rDOSTIfr" 00' ME .."27'DIE Cl oc z z ¢¢ r;2 LIT - r , O A�-� 1�-� Ufa-• O ''cs I�il r5 P INT OF—` 1 9 u M 2 AEGINNNG el � �_ tev�r "UYENT LNE WENCICIV.1 7,1 LU BASIS OF BEARINGS - r fines-�'2s'w -v�u,•� N MCDOWELL BLVD (8nsI5 or m&mas-sl) 551 ADD- 11 � I r } RA1J% 14. THOU" PIJ 4160 IPA 'fi c SubJe�c+ OW OF PJKIC ACCESS EA50[HT OVER SUITE% iRrt� THE 1;6 GE �V . LLC � wlrf'� /J � S60 i u o b No D99?022 = Knm SHEET 1 OF � n :mYm-z- I-r-AG -7].-am&4»•"ors. o we in-..maea. DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 CTRTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Highway Easement Deed. dated from TPMD. LLC. a California limited liability company. to the City of Petaluma, a municipal corporation and California Charter City ("CITY") . GRANTEE.relating to the real property commonly known as 1301 Redwood Road(APN: 137-011-013) is hereby accepted on behalf of the CITY buy its City Manager pursuant to authority conferred by Resolution No.4201 (N.C.S.),adopted by the CITY on January 15, 1965. and that Grantee consents to recordation of the Highway Easement Deed by its duly authorized officer. Dated: By: City Manager Peggy Flynn ATTEST: By: City Clerk APPROVED A.S TO FORM: By: City Attorney Eric Danly DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 Assessor Parcel No. Owner Site Address Project Circle V Daytona LLC, 1360 N. McDowell Boulevard North McDowell 137-011-017 a Delaware limited Petaluma, CA Boulevard Complete liability company Streets Project PURCHASE AGREEMENT This AGREEMENT OF PURCHASE AND SALE ("Agreement") is made and entered into by and between the City of Petaluma ("BUYER"), and Circle V Daytona LLC, a Delaware limited liability company, ("SELLER"). BUYER and SELLER are sometimes individually referred to herein as "Party" and collectively as "Parties." The Parties hereto have executed this Agreement on the dates set forth below next to their respective signatures. By this AGREEMENT, SELLER agrees to sell to BUYER, and BUYER desires to purchase from SELLER that certain portion of property located at 1360 N. McDowell Boulevard, Petaluma, California, more particularly identified as Assessor's Parcel Number 137-011-017 and described in the form of a Highway Easement Deed identified as Exhibit"A" and attached hereto. In consideration of which, and the other considerations hereinafter set forth, it is mutually agreed as follows: 1. (A) The parties have herein set forth the whole of their agreement. The performance of this agreement constitutes the entire consideration for said document and shall relieve BUYER of all further obligation or claims on this account, or on account of the location, grade or construction of the proposed public improvement. (B) BUYER requires said property described in the attached Highway Easement Deed for the North McDowell Boulevard Complete Streets Project, a public use for which BUYER has the authority to exercise the power of eminent domain. SELLER is compelled to sell, and BUYER is compelled to acquire the property. The Property to be acquired by BUYER is described in the Highway Easement Deed attached as "Exhibit A". (C) Both SELLER and BUYER recognize the expense, time, effort, and risk to both parties in determining the compensation for the property by eminent domain litigation. The compensation set forth herein for the property is in compromise and settlement,in lieu of such litigation. (D) The parties to this contract shall, pursuant to Section 21.7(a) of Title 49, Code of Federal Regulations, comply with all elements of Title VI of the Civil Rights Act of 1964. This requirement under Title VI and the Code of Federal Regulations is to complete the USDOT- Non-Discrimination Assurance requiring compliance with Title VI of the Civil Rights Act of 164, 49 C.F.R Section50.3. (E) No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity that is the subject of this contract. (F) A Highway Easement Deed shall be granted in favor of the BUYER by SELLER, identified as a Highway Easement Deed Exhibit "A", and is attached hereto and made a part hereof. The total area being granted to the BUYER from the SELLER consists of 275 ±SF Highway Easement area. DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 (G) SELLER shall deliver to BUYER, the City of Petaluma, a good and sufficient Highway Easement Deed, properly recorded, to the following property described in the attached Highway Easement Deed, described in the attached Exhibit "A," except as noted in 14 Al below, free and clear of all liens and encumbrances except taxes and special assessments, if any, easements, restrictions and reservations of record attached hereto and made an integral part this transaction. 2. The BUYER shall: (A) Pay the undersigned SELLER the sum of $8,225.00 (EIGHT THOUSAND TWO HUNDRED TWENTY-FIVE DOLLARS) ("Purchase Price") by July 24, 2023, for the property or interests conveyed by above documents when title to said property vests in BUYER free and clear of all liens, encumbrances, assessments, easements and leases (recorded and/or unrecorded) and taxes, except: a. Taxes for the tax year in which this escrow closes shall be cleared and paid in the manner required by Section 5086 of the Revenue and Taxation Code, if unpaid at the close of escrow. b. Covenants, conditions, restrictions and reservations of record, or contained in the above- referenced document. c. Easements or rights of way over said land for public or quasi-public utility or public street purposes, if any. (B) Pay all escrow and recording fees incurred in this transaction, and if title insurance is desired by City of Petaluma,the premium charged therefore. Said escrow and recording charges shall not, however, include documentary transfer tax. This transaction will be handled through Fidelity Title Company, 8525 Madison Avenue, Suite 110, Fair Oaks, CA 956287, Escrow No. 01006799-010-AM-PJ. (C) Have the authority to deduct and pay from the amount shown on Clause 2(A) above, any amount necessary to satisfy any bond demands and delinquent taxes due in any year except the year in which this escrow closes, together with penalties and interest thereon, and/or delinquent and unpaid nondelinquent assessments which have become a lien at the close of escrow. 3. It is understood and agreed by and between the parties hereto that payment as provided in Clause 2(A) includes, but is not limited to, payment for any and all damages, including access rights, and any and all damages which may accrue to SELLER's remainder property by reason of its severance from the property conveyed herein and the construction and use of the proposed roadway project, including, but not limited to, any expense which SELLER may incur in restoring the utility of the remaining property. 4. It is agreed between the parties hereto that the BUYER in acquiring title subject to unpaid assessments,as set forth herein,is not assuming responsibility for payment or subsequent cancellation of such assessments. The assessments remain the obligation of the SELLER and, as between the BUYER and the SELLER no contractual obligation has been made requiring their payment. Payment for the property acquired under this transaction is made upon the basis that the SELLER retains their DocuSign Envelope ID:EF6DO54C-4547-49B5-BAAO-558AC00731FO obligation to the levying body respecting said assessments. The property acquired under this transaction is to be free and clear of any bonds and/or assessments at the close of escrow. 5. It is understood and agreed by and between the parties hereto that this Agreement inures to the benefit of, and is binding on, the parties, their respective heirs, personal representatives, successors, and or assignees. 6. It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this contract,the right of possession and use of the subject property by the BUYER, including the right to remove and dispose of improvements, shall commence upon the date the amount of funds as specified in Clause 2(A) herein are deposited into the escrow controlling the transaction. .. 7. BUYER agrees to indemnify and hold harmless SELLER from any liability arising out of BUYER's operations under this agreement. BUYER further agrees to assume responsibility for any damages proximately caused by reason of BUYER's operations under this agreement and BUYER will, at its option, either repair or pay for such damage to return property to like before construction condition. 8. To the best of SELLER's knowledge, SELLER warrants that there are no oral or written leases on all or any portion of the property exceeding a period of one month,and the SELLER agrees to hold the BUYER harmless and reimburse the BUYER for any and all of its losses and expenses occasioned by reason of any lease of said property held by any tenant of SELLER for a period exceeding one month. SELLER acknowledges that a quitclaim deed will be required from any lessee that has a lease term exceeding one month. Said quitclaim deeds are to be provided to Title by SELLER, prior to the close of escrow. 9. It is understood and agreed by and between the parties hereto that this Agreement inures to the benefit of, and is binding on, the parties, their respective heirs, personal representatives, successors, and or assignees. 10. If SELLER sells, transfers, assigns or otherwise conveys the Property or any interest in the Property, SELLER shall notify the purchaser, successor, assignee or other transferee of the existence and terms of this Agreement,including,without limitation,the Highway Easement Deed and the obligations, liabilities and duties as well as the rights and remedies of the Parties. Neither BUYER nor any other person or entity shall have any obligation, liability or duty to compensate any purchaser, successor,assignee or other transferee for the interests,rights and remedies granted to or obtained by BUYER under or pursuant to this Agreement. 11. SELLER hereby represents, warrants, covenants and agrees to and for the benefit of BUYER that the following statements are true and correct as of the Effective Date, and shall be true and correct as of Closing, and SELLER acknowledges and agrees that the truth and accuracy of such statements shall constitute a condition precedent to all of BUYER's obligations under this Agreement. 12. SELLER owns the Property in fee simple and has full power and authority to sell, transfer and/or otherwise convey the Highway Easement Deed to BUYER and to perform its obligations pursuant to this Agreement. This Agreement and all other documents delivered by SELLER to BUYER under or pursuant to this Agreement,at or prior to the Closing,have been,or will be,duly executed and delivered by SELLER and are, or will be, legal, valid and binding obligations of SELLER, sufficient to convey the Grant Deed to BUYER and are enforceable in accordance with their respective terms. DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 13. To the best of SELLER's knowledge, other than as is disclosed there are no agreements for occupancy in effect for the Property, and no unrecorded possessory interests or unrecorded agreements that would adversely affect BUYER's use. SELLER will not enter into any agreements or undertake any obligations prior to Closing which will in any way burden,encumber or otherwise affect the Property without the prior written consent of BUYER, including,without limitation, any agreements for occupancy or use of the Property. 14. Representations and Warranties: (A) SELLER'S Representations and Warranties. SELLER hereby represents,warrants,covenants and agrees to and for the benefit of BUYER that the following statements are true and correct as of the Effective Date, and shall be true and correct as of Closing, and SELLER acknowledges and agrees that the truth and accuracy of such statements shall constitute a condition precedent to all of BUYER's obligations under this Agreement: (Al) No Liens or Encumbrances. SELLER has obtained a subordination and/or consent to Easement dated January 13, 2023 from lienholder Poppy Bank as disclosed in exception 9 on the preliminary title report dated 8/22/22 and prepared by Fidelity National Title. Other than as is disclosed herein and covered by Subsections A4 below,the Property, are free and clear of and from liens or encumbrances that could interfere with the intended use by BUYER; and, therefore, BUYER shall quietly enjoy its rights in and to the Property without disturbance or inference by SELLER or anyone claiming by, through or under SELLER. (A2) Litigation. There are no claims,actions, suits or proceedings continuing,pending or, to SELLER's knowledge, threatened (i) against or affecting SELLER or the Property, or (ii) involving the validity or enforceability of this Agreement or of any other documents or instruments to be delivered by SELLER at Closing, in either case, whether at law or in equity, or before or by any federal, state, municipal or other governmental department, board, commission, bureau, BUYER or instrumentality. SELLER is not subject to, or in default under, any notice, order, writ, injunction, decree or demand of any court or any governmental department, board, commission, bureau, BUYER or instrumentality. (A3) No Breach. The execution and delivery of this Agreement and the consummation of the transaction(s) contemplated by this Agreement will not violate or result in any breach of or constitute a default under or conflict with, or cause any acceleration of any obligation with respect to any provision or restriction of any lien, lease, agreement, contract, instrument, or, to SELLER's knowledge, any order,judgment, award, decree, statute,regulation or ordinance, or any other restriction of any kindor character to which SELLER is a party or by which SELLER or the Property are bound. (A4) No Condemnation or Other Proceedings. Exclusive of any action proposed or contemplated by BUYER, to the best of Sellers knowledge, SELLER is not aware of any contemplated condemnation of the Property or any portion thereof by any public BUYER, authority or entity. BUYER has negotiated in good faith to acquire the Property and to pay just compensation for that acquisition. SELLER understands that, if the transaction, including, without limitation, the acquisition, set forth in DocuSign Envelope ID:EF6DO54C-4547-49B5-BAAO-558AC00731FO and/or contemplated by this Agreement had not been (or are not) successful, then staff for BUYER may have recommended(or may recommend)initiation of eminent domain proceedings to acquire the Property. (B) Survival of Representations and Warranties. SELLER acknowledges and agrees that the covenants, agreements, representations and warranties of SELLER set forth in this Agreement shall be true and correct on and as of the Effective Date as well as the Closing, and SELLER's liability for any breach, default or failure of the same, including, without limitation, any misrepresentation, shall survive . SELLER shall protect, indemnify, defend, and hold BUYER free and harmless of, from and against any and all claims,demands,losses, liabilities, obligations, damages, costs and expenses, including, without limitation, reasonable attorneys' fees, court costs and litigation expenses, which BUYER may incur, suffer or sustain by reason of or in connection with any misrepresentation made by SELLER under or pursuant to this Article 14. (C) Limitations on Liability. The obligations of Seller under this Agreement shall not be personally binding upon, nor shall any resort be had to, any other property of Seller or the private properties of any Seller Related Parties. In addition, notwithstanding anything to the contrary contained herein, after the Closing: (a) the maximum aggregate liability of Seller, and the maximum aggregate amount which may be awarded to and collected by Buyer, including without limitation for any breach of any representation, warranty and/or covenant by Seller in connection with the Property and/or the sale thereof to Buyer, including without limitation under this Agreement or any documents executed pursuant hereto or in connection herewith, shall under no circumstances whatsoever exceed the Purchase Price; except that the limitation of liability in this section shall not apply to seller's warranties and representations as to the title transferred to Buyer under this Agreement. 17. Notices and Demands All notices or other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, (iii) sent by facsimile transmission with confirmation of receipt, or (iv) sent by nationally recognized overnight courier service (e.g., Federal Express or United Parcel Service), addressed to the Party to whom the notice is given at the address(es)provided below, subject to the right of any Party to designate a different address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is deposited in the United States mail. Any notice not so given by registered or certified mail, such as notices delivered by personal delivery, facsimile transmission or courier service, shall be deemed given upon receipt, rejection or refusal of the same by the Party to whom the notice is given. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice or other communication sent. To BUYER: City of Petaluma Attn: Ken Eichstaedt 202 North McDowell Boulevard Petaluma, CA 94954 To SELLER: Circle V Daytona LLC, a Delaware limited liability company 945 Front Street DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO Novato, CA 94945-3207 18. Entire Agreement This Agreement constitutes the Entire Agreement between SELLER and BUYER pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations and understandings. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.No waiver shall be binding unless executed in writing by the party making the waiver. 19. Miscellaneous (A) Required Actions of BUYER and SELLER. BUYER and SELLER agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use commercially reasonable efforts to accomplish the Closing in accordance with the provisions of this Agreement. (B) Time of Essence. Time is of the essence of each and every term, condition, obligation and provision of this Agreement. (C) Counterparts, Copies. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Except as required for recordation, the parties as well as Escrow Holder and Title Company shall accept copies of signatures, including, without limitation, electronically transmitted (for example, by e-mail, facsimile, PDF or otherwise) signatures. (D) Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California. Any and all legal actions brought to enforce or interpret the terms and provisions of this Agreement shall be commenced exclusively in a court of competent jurisdiction in the BUYER of San Joaquin. (F) Successors and Assigns. This Agreement as well as the Grant Deed shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. (G) Severability. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected. (H) Construction. This Agreement will be liberally construed to effectuate the intention of the Parties with respect to the transaction(s) described herein. In determining the meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this Agreement, neither this Agreement nor any uncertainty or ambiguity herein will be construed or resolved against either Party (including the Party primarily responsible for drafting and preparation of this Agreement), under any rule of construction or otherwise, it being expressly understood and agreed that the Parties have participated equally or have had equal opportunity to participate in the drafting thereof. DocuSign Envelope ID:EF6D054C-4547-49B5-BAAO-558AC00731F0 (I) Legal Fees. Each Party shall be responsible for payment of its own attorneys' fees with respect to negotiation and preparation of this Agreement and processing of the Escrow. However, in the event of the bringing of any action or proceeding to enforce, interpret or construe any of the provisions of this Agreement, including, without limitation, seeking damages as a result of breach of this Agreement, the prevailing Party in such action or proceeding,whether by final judgment or out of court settlement, shall be entitled to have and recover of and from the other Party all costs and expenses of suit, including actual attorneys' fees. 20. Approval of BUYER SELLER understands that this Agreement is subject to approval by the City Manager and/or the City Council of the City of Petaluma and this Agreement shall have no force or effect unless and until such approval has been obtained. SIGNATURE PAGE TO FOLLOW DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date(s) set forth below next to their respective signatures. BUYER: CITY OF PETALUMA ATTEST: By: By: Kendall Rose Peggy Flynn City Clerk City Manager Date: SELLER: Circle V Daytona LLC, a Delaware limited liability company, By: C11 a Name: ��=+�1�. , It's:M01 V1 CV' ti DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO EXHIBIT "A" Highway Easement Deed RECORDED FOR THE BENEFIT OF CITY OF PETALUMA WREN RECORDED RETURN TO: Bender Rosenthal_Inc- Attn:Rebekah Green 2825 Watt Avenue. Suite 200 Sacramento,CA 95821 No Fee Document—per Government code 27383 No Dociunent Transfer Tax-per R&T Code 11922 A portion of APN 137-011-017 SPACE ABOVE THE LM FOR RECORDER'S USE HIGH«AY E ASENIEN T DEED The undersigned Grantor(s)declare(s): Documentary Transfer Tax is: $0.00(County Tax): and$0.00(City Tax). [X]City of Petaluma, County of Sonoma [ ]computed on full value of property conveyed. or [ ]computed on full value less liens orencumbrances i remam�ning at time of sale FOR VALUABLE CONSIDERATION_ receipt of which is hereby acknowledged, and Circle V Daytona LLC, a Delaware limited liability company, hereby grant to the Cite of Petaluma, a municipal, an easement for road purposes and incidentals thereto, including Utility rights over, on_ under and across all that real property situated in the County of Sonoma, State of California and more particularly described as follo%%rs: SEE EXBTTS"A"AND"B"ATTACHED HERETO AND 3LADE A PART HEREOF IN WITNESS WHEREOF_ the undersigned Grantor has executed this Grant Deed as of this day of 2022. Grantor:and Circle V Daytona LLC, a Delaware limited liability company By Name: Its: DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO CALIPORNIA ALL-PURPOU ACKNOWLEDGMENT CIVIL CODE S 11110 .SY..QN�:r�H7ft?C%N.r3C.43fisC<Y,QAF��3P.ttiY.47ra6'�i#.��CuC_fYiaX,�i.r�i;ismc:<i:�A�#4X��ilat:i�`.t�.�a'e'.1 ti.+ 6;{c.a A witty 1XII&to rMrlw nitlryrr lang>fatinp Ittiv rwtAr.:lto%sm 4w<tth pro kwltry&wa trm&lidiiiil•w c *qrw i ew Ilowrrtrrtl h>shlkh n•ln cmrlilkvrnr Or(wil ua7.•nvl flop via ruftNidrrwi.: ,3r:CldilFiy.or,nllkLry nr-,r axur.xx. fittAlA of I'•dll�mtn I CoLlell y[it I On Iwelnro�nay, ZMn )f re(nwrt f116lrrt wW t4k,or piG Orrrmr rAr•mnally Apr*mxtd - ��farrK'{s•i end 5is7rsrrrre•) who pwAF*d to m^ on Via bA&lc of &Xli fjw1nry ev►�Frnr_.f ir+ Ik rht IwCoNt) whnto rLl"- 91 IV** rl AmKollxid to that within InNi.nunwnrl ririd ru:krlr)wlktd! -►rd Ir) mo Itiml hsur;tw0tw+y oxwksbod Itic raurw, in 1h64101+tlklil nulFlunt. l r_irlFin[alySirK:1.nnel t4al by hiaN4vir+ *Ar rig-ictlurr{r.l on IN)kwL-%jrr%4n1 thn;rartrwvN. nl the arttity upw Wiall ul Windt the peraan{e)ur:tcd,cAccutcd the wotmsncrrt. 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DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO Exhibit"A" EXHIBIT'A' Legal Descriplion Public Accem Easement Over the lands of C irde V Daytona,LLC All that real property s"ted in the Gty of Petaluma,lying within the Courtly of Sonoma.State a` Caifornia and being a portion of the iarvis Circle V Daytona. LLC, a Delawae 'iniitr-d 6ahiity company, as described in that Grant Dead filed for record December 24,2014 under Document No. 2014-092263, Oficial Records of the County of Sonoma, and being rnore partJGu&v described as follows: Commencing at a found 2"brass disk and punch 111121k in a standard City monument vml at the intersection of N_ McDovwell Blvd- and Redwood Way as desquiated and delneated on that Record of Survey of the lands of SARNI Enterprises.filed fo:record April 16. 1996 in Book 551 of Maps, at Pages 10-11, Sonoma County Records; thence from said Point of Cornrnencement, along the extension of the monument line delineated on said Record of Survey.South 53'38'23' East, fa a distance of 022.17 feel:ihence,North 36'21'37'East,for a distance -of 37 94 Feet to the norlheasterty right of way of N.Me-EMrell Btvd.,and the Point of Beginning of the parcel to be herein described:thence. from said POINT OF BEGINNING, leaving said northeasterly right of way of N Mcl) wel Blvd., Nash 361211" East, for a distance of 500 feel; thence, South 53°2729"East,for a distance of 66-00 feet;thence,South 36`4 S3 V'West,fora distance of 5.00 feet to said nalheaslerly right of way of N. McDowell Blvd.,thence,along said northeasterly right of wrdy, Noah 532T29'West for a distance of 55.00 feet to the Point of Beginning of tie heminaboye descnbod parcel of land. . Containing 275 square feet,more or less. Basis of Bearings: Record of Surrey of the lands al S4RM Enterprises,filed for record April 16, 19%i o Book 551 of Maps,at Panes 10-11,Sonoma County Records Prepared by COP- `moo Bf4F ENGINEERS ��'� M. rr,� 12 K 0 Dates 9126.12022 Ralph .1homa e. No.476 �r i� Or CA-01 200 Fourth Strict.Suite 30D:Santa Rosa,CA, 95401 1707.583.8500 DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 Exhibit"B" o EXHIBI-T 'B` R1 551 UAPS 10-11 PARCEL LNE TABLE LINE I DIRECTION LENGTH L34 M36'21'37'E 37.94' � H36'3,2'31'E Ss DO' L M 553 2729"E 55.00' L37 S,S632'31'W S.DO' L38 N5m'l'2729'W 55.00' iY LU w a i LANDS OF Lai CIRCLE V DAYTONA, LLC APN 137-0'1-017 ?- DN 2214-D92263 a 3a r p U 05- _ L36 -117 — — — — r I W �5 W1 �-g3VT jr in "� BEGINNING j i S-TANDARD CITY, I MONUMENT PER R1 S53'38'23'E h a2217' S53'30'23"C 101a71' (SASS (W 9EARINGS-RI) N MCCOyWELL BLVD — - - - - - - - - - c3�K t�Sr 4�yQ 11. 1•p�'�l�} tt yl� w to a) �% �iL- �oa = 40' RALPH IL THOUA 5 4760 Cr i< Sub* c# MW OF RJELIC ACEE55 EASEMENT DVEIT 24441h STPEET r E LT CIRCLE V DAYT(lM, LLC SUM" SANTA Rasa CA,65401 ,lob No 2024Z059 '� 0071 5B By BT1. Clot a OCT?022 Ch1kd.RHT wAw.bk1moi SHEET 7 CF 1 1 S :Y"1�8..[art=+C-'J7�G�-OrAJk4,1u�.�T 0 not st:ca:1r DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO CERTIFICATE OF:ACCEPT ANC:E This is to certify that the interest in real property conveyed by the Highway Easement Deed; dated from and Circle V Daytona 11 C. a Delaware limited liabilih,' company, to the City of Petaluma, a municipal corporation and California Charter Cite `'CITY) , GF A-VTEE, relating to the real propem, commonly kaowm as 1300 North NlcDowsell Boulevard(APN: 137-011-017) is hereby accepted on behalf of the CITY buy its City Manager prusuant to authorivy conferred by Resolw ion No_4201 (N.C.S-),adopted by the CTIY on January 15, 1965, and that Grantee consents to recordation of the Highway Easement Deed by its duly authorized officer. Dated: Bti City Manager Peggy Flynn ATTESI: By: City Clerk APPROVED LS TO FORM: By: City Attorney Eric Danly DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 Assessor Parcel No. Owner Site Address Project 137-011-014 Cornerstone 1372 North North McDowell Properties SA, LLC, McDowell Boulevard Boulevard Complete a California limited Petaluma, CA 94954 Streets Project liability company PURCHASE AGREEMENT This AGREEMENT OF PURCHASE AND SALE ("Agreement") is made and entered into by and between the City of Petaluma("BUYER"), and Cornerstone Properties SA,LLC, a California limited liability company, ("SELLER"). BUYER and SELLER are sometimes individually referred to herein as "Party" and collectively as "Parties." The Parties hereto have executed this Agreement on the dates set forth below next to their respective signatures. By this AGREEMENT, SELLER agrees to sell to BUYER, and BUYER desires to purchase from SELLER a non-exclusive easement over that portion of property located at 1372 North McDowell Boulevard,Petaluma, California(the"Property,"more particularly identified as Assessor's Parcel Number 137-011-014) described in the form of a Highway Easement Deed identified as Exhibit "A" and attached hereto (the "Highway Easement Area"). In consideration of which, and the other considerations hereinafter set forth, it is mutually agreed as follows: 1. (A) The parties have herein set forth the whole of their agreement. The performance of this agreement constitutes the entire consideration for said document and shall relieve BUYER of all further obligation or claims on this account, or on account of the location, grade or construction of the proposed public improvement. (B) BUYER requires said easement described in the attached Highway Easement Deed for the North McDowell Boulevard Complete Streets Project (the "Project"), a public use for which BUYER has the authority to exercise the power of eminent domain. As a result, SELLER is compelled to sell the easement described in the Highway Easement Deed attached as "Exhibit A". (C) Both SELLER and BUYER recognize the expense, time, effort, and risk to both parties in determining the compensation for the easement by eminent domain litigation. The compensation set forth herein for the easement is in compromise and settlement, in lieu of BUYER exercising the power of eminent domain. (D) BUYER has reviewed title to the Property, conducted and completed its own due diligence regarding the condition of the Highway Easement Area and its suitability for BUYER's use(including the environmental condition of the Highway Easement Area). BUYER has determined that the Property is fit for BUYER's use and 23266625.3 228178-10001 DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 development of the Project. BUYER accepts the condition of the Highway Easement Area As-Is, Where-Is, with all faults of every nature whatsoever. (E) The parties to this contract shall, pursuant to Section 21.7(a) of Title 49, Code of Federal Regulations, comply with all elements of Title VI of the Civil Rights Act of 1964. This requirement under Title VI and the Code of Federal Regulations is to complete the USDOT- Non-Discrimination Assurance requiring compliance with Title VI of the Civil Rights Act of 164, 49 C.F.R Section50.3. (F) No person in the United States shall, on the grounds of race, color, or national origin,be excluded from participation in,be denied the benefits of, or be otherwise subjected to discrimination under any program or activity that is the subject of this contract. (G) A Highway Easement Deed shall be granted in favor of the BUYER by SELLER, identified as a Highway Easement Deed Exhibit "A", and is attached hereto and made a part hereof. The total area of the Highway Easement Area consists of 1,344 ❑SF. (H) At the close of escrow, SELLER shall deliver to BUYER, the City of Petaluma, a good and sufficient Highway Easement Deed, properly recorded in the form attached as Exhibit"A.". 2. The BUYER shall at the close of escrow: (A) Pay the undersigned SELLER the sum of$45,150.00(FORTY FIVE THOUSAND ONE HUNDRED AND FIFTY DOLLARS) for the easement conveyed by above documents upon recordation of the Highway Easement Deed. Taxes for the tax year in which this escrow closes shall be cleared and paid in the manner required by Section 5086 of the Revenue and Taxation Code,if unpaid at the close of escrow. (B) Pay all escrow and recording fees incurred in this transaction, and if title insurance is desired by City of Petaluma, the premium charged therefore. Said escrow and recording charges shall not, however, include documentary transfer tax. This transaction will be handled through Fidelity Title Company, 8525 Madison Avenue, Suite 110, Fair Oaks, CA 95628, Escrow No. 01006796-010-AM. (C) Have the authority to deduct and pay from the amount shown on Clause 2(A)above, any amount necessary to satisfy any delinquent bond demands and delinquent taxes due in any year except the year in which this escrow closes,together with penalties and interest thereon, and/or delinquent and unpaid nondelinquent assessments which have become a lien at the close of escrow. Upon BUYER's deposit of the sum provide in Clause 2(A) to Escrow, BUYER, is authorized to enter the Property and construct the Project within the Easement Area. BUYER shall, at its sole cost and expense, remove and replace the backflow preventer and concrete utility box from the Highway Easement Area and reinstall the same in good working order and condition (and shall restore utility service to SELLER's Property), repair and replace any damaged driveway, repair 23266625.3 2 228178-10001 DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 and replace any damaged irrigation and landscaping all in accordance with all applicable law and regulations. After completion of such work such improvements shall be considered as SELLER's sole property and SELLER will be responsible for any maintenance and repair. BUYER and SELLER acknowledge and agree that subsequent to construction of the Project the Highway Easement Area shall be kept clear of any type of permanent building or structure, irrigation or domestic water lines,trees or landscaping unless prior written permission is obtained from the city. BUYER or its authorized agent may enter on SELLER's land, where necessary, to complete such work. 3. SELLER covenants to use reasonable business efforts to promptly obtain the written consent of Wells Fargo Bank, NA, which is the beneficiary of that certain Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing recorded on September 26, 2018 as Document 2018067621 in the Official Records of Sonoma County to the transaction contemplated by this Agreement. Escrow shall close within ten(10)business days of SELLER's delivery of such written consent to BUYER. 4. It is understood and agreed by and between the parties hereto that payment as provided in Clause 2(A) includes, but is not limited to, payment for any and all damages, including access rights, and any and all damages which may accrue to SELLER's Property by reason of the easement granted hereby and construction and use of the Project. 5. It is understood and agreed between the parties hereto that payment in Clause 2A above includes, but is not limited to, payment for the following improvements: 1,044 SF of landscaping area, 300 SF of 2"asphalt paving with 2"base and one(1)medium tree,which are considered to part of the Highway Easement Area being acquired by the BUYER in this transaction. 6. It is agreed between the parties hereto that the BUYER in acquiring title subject to unpaid assessments, as set forth herein, is not assuming responsibility for payment or subsequent cancellation of such assessments. The assessments remain the obligation of the SELLER and, as between the BUYER and the SELLER no contractual obligation has been made requiring their payment. Payment for the easement acquired under this transaction is made upon the basis that the SELLER retains their obligation to the levying body respecting said assessments. The easement acquired under this transaction is to be free and clear of any bonds and/or assessments at the close of escrow. 7. It is understood and agreed by and between the parties hereto that this Agreement inures to the benefit of,and is binding on,the parties,their respective heirs,personal representatives, successors, and or assignees. 8. It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this contract, the right to enter and use the Highway Easement Area by the BUYER, including the right to remove and dispose of improvements, shall commence upon the deposit into Escrow of all sums due to Seller pursuant to Clause 2(A). 9. BUYER agrees to indemnify, defend (by counsel satisfactory to SELLER) and hold harmless SELLER from any liability, claims, costs, expenses, causes of action, damages 23266625.3 3 228178-10001 DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO (including property damage,personal injury and death)arising out of BUYER's operations under this agreement and/or use of the Highway Easement Area. BUYER further agrees to assume responsibility for any damages proximately caused by reason of BUYER's operations under this agreement and BUYER will, at its option, either repair or pay for such damage to return SELLER's Property (and all improvements and landscaping thereon) to like before BUYER's construction activities. This indemnity obligation shall survive the Closing and conveyance of the easement. 10. It is understood and agreed by and between the parties hereto that this Agreement inures to the benefit of,and is binding on,the parties,their respective heirs,personal representatives, successors, and or assignees. 11. If SELLER sells, transfers, assigns or otherwise conveys SELLER's Property or any interest in the Property, SELLER shall notify the purchaser, successor, assignee or other transferee of the existence and terms of this Agreement, including, without limitation, the Highway Easement Deed and the obligations, liabilities and duties as well as the rights and remedies of the Parties. Neither BUYER nor any other person or entity shall have any obligation, liability or duty to compensate any purchaser, successor, assignee or other transferee for the interests,rights and remedies granted to or obtained by BUYER under or pursuant to this Agreement. 12. SELLER hereby represents, warrants, covenants and agrees to and for the benefit of BUYER that the following statements are true and correct as of the Effective Date, and shall be true and correct as of Closing, and SELLER acknowledges and agrees that the truth and accuracy of such statements shall constitute a condition precedent to all of BUYER's obligations under this Agreement. (A) SELLER owns the Property in fee simple and has full power and authority to sell, transfer and/or otherwise convey the easement and to perform its obligations pursuant to this Agreement. (B) This Agreement and all other documents delivered by SELLER to BUYER under or pursuant to this Agreement, at or prior to the Closing,have been, or will be, duly executed and delivered by SELLER and are, or will be, legal, valid and binding obligations of SELLER, sufficient to convey the Grant Deed to BUYER and are enforceable in accordance with their respective terms. (C) SELLER will not enter into any agreements or undertake any obligations prior to Closing which will in any way burden, encumber or otherwise affect the Highway Easement Area without the prior written consent of BUYER, including, without limitation, any agreements for occupancy or use of the Highway Easement Area. (D) There are no oral or written leases on all or any portion of the Highway Easement Area that conflict with the non-exclusive easement rights granted hereby, and the SELLER agrees to hold the BUYER harmless and reimburse the BUYER for any and all of its losses and expenses occasioned by reason of any lease of said property held by any tenant of SELLER. 23266625.3 4 228178-10001 DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 13. Representations and Warranties: (A) SELLER's Representations and Warranties. SELLER hereby represents, warrants, covenants and agrees to and for the benefit of BUYER that the following statements are true and correct as of the Effective Date, and shall be true and correct as of Closing, and SELLER acknowledges and agrees that the truth and accuracy of such statements shall constitute a condition precedent to all of BUYER's obligations under this Agreement: (Al) Liti.ag tion. There are no claims, actions, suits or proceedings continuing, pending or, to SELLER's knowledge, threatened (i) against or affecting SELLER or the Highway Easement Area, or (ii) involving the validity or enforceability of this Agreement or of any other documents or instruments to be delivered by SELLER at Closing, in either case, whether at law or in equity, or before or by any federal, state, municipal or other governmental department, board, commission, bureau, BUYER or instrumentality. SELLER is not subject to, or in default under, any notice, order, writ, injunction,decree or demand of any court or any governmental department, board, commission, bureau, BUYER or instrumentality. (A2) No Breach. The execution and delivery of this Agreement and the consummation of the transaction(s) contemplated by this Agreement will not violate or result in any breach of or constitute a default under or conflict with, or cause any acceleration of any obligation with respect to any provision or restriction of any lien, lease, agreement, contract, instrument, or, to SELLER's knowledge, any order,judgment, award, decree, statute, regulation or ordinance, or any other restriction of any kind or character to which SELLER is a party or by which SELLER or the Highway Easement Area are bound. (A3) No Condemnation or Other Proceedings. Exclusive of any action proposed or contemplated by BUYER, SELLER is not aware of any contemplated condemnation of the Highway Easement Area or any portion thereof by any public BUYER, authority or entity. BUYER has negotiated in good faith to acquire the Highway Easement Area and to pay just compensation for that acquisition. SELLER understands that,if the transaction,including,without limitation, the acquisition, set forth in and/or contemplated by this Agreement had not been(or are not) successful,then staff for BUYER may have recommended (or may recommend) initiation of eminent domain proceedings to acquire the Highway Easement Area. (B) Survival of Representations and Warranties. SELLER acknowledges and agrees that the covenants,agreements,representations and warranties of SELLER set forth in this Agreement shall be true and correct on and as of the Effective Date as well as the Closing, and SELLER's liability for any breach, default or failure of the same, including, without limitation, any misrepresentation, shall survive not only the recordation of the Grant Deed, but also the Closing for a period of six (6) 23266625.3 5 228178-10001 DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO months. SELLER shall protect, indemnify, defend, and hold BUYER free and harmless of, from and against any and all claims, demands, losses, liabilities, obligations, damages, costs and expenses,including,without limitation,reasonable attorneys' fees, court costs and litigation expenses, which BUYER may incur, suffer or sustain by reason of or in connection with any misrepresentation made by SELLER under or pursuant to this Article 14. SELLER's obligations pursuant to this Clause 14(B) shall be terminated and of no further effect six (6) months after the Closing. 14. Notices and Demands. All notices or other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i)personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, (iii) sent by facsimile transmission with confirmation of receipt, or(iv) sent by nationally recognized overnight courier service (e.g., Federal Express or United Parcel Service), addressed to the Party to whom the notice is given at the address(es)provided below, subject to the right of any Parry to designate a different address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is deposited in the United States mail. Any notice not so given by registered or certified mail, such as notices delivered by personal delivery, facsimile transmission or courier service, shall be deemed given upon receipt, rejection or refusal of the same by the Party to whom the notice is given. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice or other communication sent. To BUYER: City of Petaluma Attn: Ken Eichstaedt 202 North McDowell Boulevard Petaluma, CA 94954 To SELLER: Cornerstone Properties SA LLC 1435 N. McDowell Blvd#110 Petaluma, CA 94954-6548 15. Entire Agreement. This Agreement constitutes the Entire Agreement between SELLER and BUYER pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations and understandings. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 23266625.3 6 228178-10001 DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO 16. Miscellaneous. (A) Required Actions of BUYER and SELLER.BUYER and SELLER agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use commercially reasonable efforts to accomplish the Closing in accordance with the provisions of this Agreement. (B) Time of Essence. Time is of the essence of each and every term, condition, obligation and provision of this Agreement. (C) Counterparts; Copies. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Except as required for recordation, the parties as well as Escrow Holder and Title Company shall accept copies of signatures, including, without limitation, electronically transmitted (for example, by e-mail, facsimile, PDF or otherwise) signatures. (D) Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California. Any and all legal actions brought to enforce or interpret the terms and provisions of this Agreement shall be commenced exclusively in a court of competent jurisdiction in the BUYER of San Joaquin. (E) BUYER's Assi_gnment.BUYER shall have the right,in its sole discretion,to assign this Agreement as well as its rights and remedies in, to and under the Grant Deed, and any right or obligation herein and therein,to any party of its choice without the prior consent or approval of SELLER provided that such parry has agreed in writing to assume all of BUYER's responsibilities and obligations hereunder. (F) Successors and Assigns. This Agreement as well as the Grant Deed shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. (G) Severability. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected. (H) Construction. This Agreement will be liberally construed to effectuate the intention of the Parties with respect to the transaction(s) described herein. In determining the meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this Agreement, neither this Agreement nor any uncertainty or ambiguity herein will be construed or resolved against either Party (including the Parry primarily responsible for drafting and preparation of this Agreement), under any rule of construction or otherwise,it being expressly understood and agreed that the Parties have participated equally or have had equal opportunity to participate in the drafting thereof. (I) Legal . In the event of the bringing of any action or proceeding to enforce, interpret or construe any of the provisions of this Agreement, including, without limitation, seeking damages as a result of breach of this Agreement, the prevailing 23266625.3 7 228178-10001 DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 Party in such action or proceeding as determined by the Court, shall be entitled to have and recover of and from the other Party all costs and expenses of suit, including actual attorneys' fees. 17. Approval of BUYER. SELLER understands that this Agreement is subject to approval by the City Manager and/or the City Council of the City of Manteca and this Agreement shall have no force or effect unless and until such approval has been obtained. SIGNATURE PAGE TO FOLLOW 23266625.3 8 228178-10001 DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date(s) set forth below next to their respective signatures. BUYER: ATTEST: CITY OF PETALUMA By: By: Kendall Rose Peggy Flynn City Clerk City Manager Date: SELLER: Cornerstone Properties SA, LLC, a California limited liability company By: Name: Its: 23266625.3 9 228178-10001 DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO EXHIBIT "A" RECORDED FOR THE BENEFIT OF CITY OF PETALUMA WHEN RECORDED RETURN TO: Bender Rosenthal, Inc. Attn: Rebekah Green 2825 Watt Avenue, Suite 200 Sacramento, CA 95821 No Fee Document-per Government code 27383 No Document Transfer Tax-per R&T Code 11922 A portion of APN 137-011-014 SPACE ABOVE THE LINE FOR RECORDER'S USE HIGHWAY EASEMENT DEED The undersigned Grantor (s) declare (s): Documentary Transfer Tax is: $0.00 (County Tax): and $0.00 (City Tax). [X ] City of Petaluma, County of Sonoma [ ] computed on full value of easement conveyed, or [ ] computed on full value less liens or encumbrances remaining at time of sale FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Cornerstone Properties SA, LLC, a California limited liability company, hereby grant to the City of Petaluma, a municipal, a non-exclusive easement for road purposes and incidentals thereto, including subsurface utility rights across all that real property situated in the County of Sonoma, State of California and more particularly described as follows: SEE EXHIBITS "A"AND "B" ATTACHED HERETO AND MADE A PART HEREOF Reserving therefrom to Grantor all rights of ingress and egress to and from North MacDowell Boulevard to Grantor's Property. IN WITNESS WHEREOF, the undersigned Grantor has executed this Grant Deed as of this day of, 2022. Grantor: Cornerstone Properties SA, LLC, a California limited liability company 23266625.3 228178-10001 DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO By: Name: Its: 23266625.3 I I 228178-10001 DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO ACKNOWLEDGEMENT 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 before me, , 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 (Seal) 23266625.3 228178-10001 DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 Exhibit"A" P1 Enala11T'A• Legal Description Public Acceu Easement Over the lands of Cornerstone Properties SA.LLC All that real property situated in the City of Petaluma,lying within the County of Sonoma,State of California and being a portion of the lands of Cornerstone Properties SA,LLC,a California lirmted liability company as described in that Gram Deed fled for record May 9,2011 under Docnt No. 2011-040734, Official Records of the County of Sonoma, and being more particularly described as follows- Commencing at a found 2"brass disk and punch mark in a standard City nxmument wen at the intersection of k McDowell Blvd_ and Redwood Way as designated and delineated on that Record of Survey of the lands of$ARM Enterprises,filed for record April 16,1996 in Book 551 of Maps,at Pages 10-11,Sonoma County Records, thence from said Point of C:onwriencernent, along the monument tine delineated on said Record of Survey, South 53'3823" East, for a distance of 60.07 feet; thence, North 36'21'37" East, for a distance of 40.35 feet to the northeasterly right of way of N_McDowell Blvd.,and the Point of Beginning cf the parcel to be herein described;thence,from said POINT OF BEGINNING,lea.,n-c said northeasterly right of way of N. McDowell Blvd., North 36a32 31" East,for a dish=. -` :.00 feet thence, South 53"27'29" East, for a distance of 223.94 feet to the southea , -,&andary of said lands of Cornerstone Properties SA,LLC;thence.a"said southeas•-r boundary,South 36'43'3l" West,for a distance of&00 feat to said ^"=a_!-lv right of .:I f N McDo"11 Btvd.;thence, along said northeasterly right of way, '+: - :: _ _�"Vlrest,fc, :instance of 223,92 feet to the Point of Beginning of the hereinabcrve des r Leo pwcel of land. Containing i,314 square feet,more or less. Basis of Bearings: Record of Survey of the lands of SARM Enterprises,oiled for record April 16, 19%in Book 551 of Maps,at Pages 10-11,Sonoma County Records Prepared by: BKF ENGINEERS r.a00 Dated:_9r 6M22 Ral n H.Thom .No.4760 or CAL'if 200 Fourth street,Suite 300,Santa Rosa,CA 95401 1 707583,9500 23266625.3 228178-10001 DocuSign Envelope ID: EF6DO54C-4547-49B5-BAAO-558AC00731FO Exhibit`B" LEGEND- EXHIBIT 'B' R1 551 MAPS 10-11 PARCEL LINE TABLE LINE DIRECTION LENGTH L19 N36'21'37'E 40.35' L20 N36'32'31'E 6,w L2; S5327'29'E 223.94' L22 536'43'31"W 6.w L23 N53'27129"W 223.92' z ac d LANDS OF r CORNERSTONE PROPER71ES SA LLC I APN 137-011-D14 Jl j y DN 2011-040734 w 7 ( — —` — — — L22 51 CL o� I —POINT W N a I a BEGINNING L23 MONUMENT UNE, I ! BASS OF HEARINGS y S53'38'23"E IC18.71' (BASIS OF 9EARINGS-R1) -�k N MCDOWELL BLVD R/S 551M10-11 ,meµ LAAO +♦ r No. 4760 ���• = 4� _�, RALPH . TH©MAS PLB 4760 Or c.L,c . 1 Subject GRANT OF PUBLIC ACCESS EASElEM OVER ma 31�c TREE RATE i THE LAtrQS OF CMRSTONE PROPERTIES SA, LLC SUITE �.� SANTAKOSACA95iC1 ,lob Na 20202059 ki By BTL Dote OCT2022 Chkd.RHT � SHEET 1 OF 1 'e 2[19:.5$�911T�AC-�J7-Pj�-B{Y3_A1`$:`1'Y.MLCM.Y S gQp9 9k9 61u'1%'CLt 23266625.3 228178-10001 DocuSign Envelope ID: EF6D054C-4547-49B5-BAAO-558AC00731F0 CERTIFICATE OF ACCEPTANCE This is to certify that the easement in real property conveyed by the Highway Easement Deed, dated from Cornerstone Properties SA, LLC, a California limited liability company, to the City of Petaluma, a municipal corporation and California Charter City ("CITY"), GRANTEE, relating to the real property commonly known as 1372 North McDowell Boulevard (APN: 137-011-014) is hereby accepted on behalf of the CITY buy its City Manager pursuant to authority conferred by Resolution No. 4201 (N.C.S.), adopted by the CITY on January 15, 1965, and that Grantee consents to recordation of the Highway Easement Deed by its duly authorized officer. Dated: By: City Manager Peggy Flynn ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney Eric Danly 23266625.3 228178-10001