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PW Toyota Property PurchaseAGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (INCLUDING ESCROW INSTRUCTIONS) This PURCHASE AND SALE AND SETTLEMENT AGREEMENT (this "Agreement") is made and entered into as of fe):~·'U.a..y-'d 2., ,2018 (the "Effective Date"), by and between the Geraldine Lorraine Dexter, Trustee of the Geraldine Dexter Trust One uJa/d February 23, 1996, as amended and restated on December 16,2009; as to 16.96%; Geraldine Lorraine Dexter, Trustee ofthe George Dexter Bypass Trust uJa/d February 23, 1996 as amended and restated on December 16,2009; as to 74.20% and Geraldine Lorraine Dexter, Trustee of the Dexter Marital Trust uJa/d February 23, 1996, as amended and restated on December 16,2009, as to 8.84% ("Seller"), and the CITY OF SAN RAFAEL, a California municipal corporation ("Purchaser"). Seller and Purchaser may collectively be referred to as the "Parties." RECITALS A. Seller is the owner of the land and improvements located at APN 014-133-12, commonly known as 375 Francisco Blvd East, San Rafael, California, 94901 (the "Land"). B. Purchaser desires to purchase from Seller, and Seller desires to convey to Purchaser, a portion of the Land as more specifically described on Exhibit A (the "Property"), in order to construct the Grand Avenue Improvement Project (the "Project"). C. On March 17, 2017, the Purchaser sent Seller an offer to purchase the Property pursuant to Government Code section 7267.2. In lieu of proceeding with eminent domain proceedings for the acquisition of the Property, the Parties desire to enter into this Agreement. IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. Sale and Purchase of the Propertyffemporary Access and Construction Easements. Seller agrees to sell and convey the Property to Purchaser, and Purchaser agrees to purchase the Property from Seller, on the terms and conditions set forth herein. In consideration of Purchaser's representation that the Project will take no longer than 6 months from the date Seller's Tenant, Marin Real Estate, LLC ("Tenant") and Price Cars SR, LLC ("subtenant"), delivers the Property to Purchaser, Seller also grants Purchaser a Temporary Construction Easement ("TCE") and a Temporary Access Easement ("T AE") (collectively referred to as "TCE/TAE") as specified in Attachment 1 of Exhibit B (Grant Deed). Commencing on March 1, 2018, and terminating December 31, 2019 ("Time Period"), the City may give notice to Seller demanding that Tenant and Subtenant vacate, and that Seller deliver the Property and the TCE/TAE to the City. Upon delivery, the TCE shall be for exclusive use for up to six months for actual construction work purposes, including allowing construction of sidewalk improvements, and the T AE shall be nonexclusive during this period for access to the Property and the TCE. If the City fails to vacate the TCE/T AE within six months from the date Tenant and Subtenant comply with the City's demand during the Time Period that Tenant deliver the TCEITAE to the City, the City will pay the Seller $1,450 per week as liquidated damages until the TCEIT AE is vacated. This amount is intended to fairly and reasonably compensate the Seller for damages, as it is difficult to determine the actual damages that will be suffered by the Seller. OAK #4831-3855-3171 v2 2. Purchase Price. The total purchase price for the Property shall be $223,650.00 ("Purchase Price"). The parties acknowledge and agree the Purchase Price specifically includes full compensation for any interest in Seller's business operations, loss of business goodwill, relocation damages or benefits, severance damage, attorneys' fees or any other compensation of any nature whatsoever. 2.1 Waiver of Property Rights and Interests. Upon receipt by Seller of the Purchase Price, Seller for itself and for its agents, successors and assigns fully releases, acquits and discharges Purchaser and its officers, officials, council members, employees, attorneys, accountants, other professionals, insurers, and agents, and all entities, boards, commissions, and bodies related to any of them (collectively, the "Released Parties") from all claims that Seller, its agents, successors and assigns has or may have against the Released Parties arising out of or related to Purchaser's acquisition of all of Seller's property rights and interests in the Property, and the grant of any right-of-entry, including but not limited to (i) any improvements, including improvements pertaining to the realty, furniture, fixture, and equipment, (ii) business goodwill and lost income (past or future) relating to the Property, (iii) lost income, (iv) relocation benefits, (v) severance damages, if any, (vi) economic or consequential damages, (vii) professional consultant fees and attorney's fees and costs, and (viii) all other costs and compensable interests, and/or damages, and/or claims, of any kind and nature, claimed or to be claimed, suffered or to be suffered, by Seller, its agents, successors and assigns by reason of Purchaser's acquisition of the Property, provided that nothing herein shall release Purchaser from any liability resulting from Purchaser's breach of any agreement, warranty, or covenant for which it is responsible under this Agreement. 2.2 Waiver of Civil Code Section 1542. Seller, on behalf of itself and its agents, successors and assigns, expressly waives all rights under Section 1542 of the Civil Code of the State of California ("Section 1542"), or any other federal or state statutory rights or rules, or principles of common law or equity, or those of any jurisdiction, government, or political subdivision thereof, similar to Section 1542 (hereinafter referred to as a "Similar Provision"). Thus, Seller and its agents, successors and assigns, and any business, enterprise, or venture in which they are involved, may not invoke the benefits of Section 1542 or any Similar Provision in order to prosecute or assert in any manner the matters released in Section 2.1 above. Section 1542 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." Seller' s lnitialS~ 2.3 Payment of Purchase Price. On or before the Close of Escrow, Purchaser shall deposit with Escrow Agent the Purchase Price, in immediately available funds, which shall be paid to Seller at Close of Escrow. OAK #4831-3855-3177 v2 2 3. Conveyance of Title/Title Policy. Subject to the fulfillment ofthe Conditions Precedent described below, at the Close of Escrow, Seller shall grant to Purchaser the Property by Grant Deed in the form attached as Exhibit B and incorporated herein by reference. By executing this Agreement, Purchaser represents and warrants that Purchaser has examined, and is satisfied with, the title that will be conveyed by Seller to Purchaser by way of the Grant Deed, and the availability ofa standard CLTA or ALTA (as the Purchaser may request in its sole discretion) policy of title insurance in the amount of the Purchase Price issued by the title company, together with any endorsements requested by the Purchaser. Purchaser shall pay any title policy and endorsement premiums. 4. Escrow. Purchaser and Seller have opened or shall, within five days ofthe Effective Date of this Agreement, open an escrow ("Escrow") in accordance with this Agreement at Stewart Title of California, Inc. ("Escrow Agent"). This Agreement, together with any' supplementary escrow instructions prepared by Escrow Agent and executed by Purchaser and Seller, constitutes the joint escrow instructions of Purchaser and Seller, and Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts necessary to close this Escrow in the shortest possible time. 4.1 Documents and Funds. Prior to the Close of Escrow Seller shall execute, acknowledge and deliver into Escrow the Grant Deed, as defined herein. The Certificate of Acceptance attached to the Grant Deed shall be executed, acknowledged and delivered into Escrow by Purchaser on or before the Close of Escrow. Purchaser and Seller agree to deposit with Escrow Agent any additional fun.ds and/or instruments as may be necessary to complete this transaction. 4.2 Escrow Account. All funds received in the Escrow shall be deposited with other escrow funds in a general escrow account(s) and may be transferred to any other escrow trust account in any state or national bank doing business in the State of California. All disbursements shall be made by check or wire transfer from such account. 5. Escrow Agent Authorization. Escrow Agent is authorized to, and shall: 5.1 Intentionally Omitted. 5.2 Pay and Charge Purchaser. Pay and charge Purchaser for any Escrow fees, recording fees, title insurance premium and any endorsements thereto, and all other fees, charges, costs and expenses of Escrow. 5.3 Disbursement. Disburse funds, including the Purchase Price to Seller; record the Grant Deed and Certificate of Acceptance in that order; deliver the title policy, the Non-Foreign Transferor Declaration to Purchaser; and deliver conformed copies of the Grant Deed and Certificate of Acceptance to Purchaser and Seller when conditions of the Escrow have been fulfilled by Purchaser and Seller. 5.4 Close of Escrow. The term "Close of Escrow," if and where written in these instructions, shall be deemed to have occurred on the date the Grant Deed and other necessary instruments of conveyance are recorded in the office of the Marin County Recorder. OAK 114831-3855-3177 v2 3 Recordation of instruments delivered through this Escrow is authorized, if necessary or proper in the issuance of the policy of title insurance. 5.5 Time Limits. All time limits within which any matter specified is to be performed may be extended by mutual agreement of the parties. Any amendment of, or supplement to, any instructions must be in writing. 5.6 Time ofthe Essence. TIME IS OF THE ESSENCE IN THESE INSTRUCTIONS AND, EXCEPT AS OTIIERWISE PROVIDED BELOW, ESCROW IS TO CLOSE ON OR BEFORE February 23,2018, UNLESS SAID DATE IS EXTENDED BY THE MUTUAL WRITTEN AGREEMENT OF THE PARTIES. If this Escrow is not in condition to close by such date, then any party who has fully complied with this Agreement may, in writing, demand the return of its money or property; provided, however, no demand for return shall be recognized until five days after Escrow Agent shall have mailed copies of demand to all other parties at the respective addresses shown in the notice provisions below, and if any objections are raised within such five-day period, Escrow Agent is authorized to hold all money, papers and documents until instructed by a court of competent jurisdiction or mutual instructions. 5.7 Escrow Agent Responsibility. The responsibility of the Escrow Agent under this Agreement is expressly limited to Sections 1 through 9 of this Agreement and to its liability under any policy of title insurance issued in regard to this Escrow. 5.8 Escrow Fees. Charges and Costs. Recording fees and all usual fees, charges, and costs which arise in this Escrow shall be paid by Purchaser. 5.9 FIRPTA. Seller and Purchaser agree to execute and deliver as directed by Escrow Agent any instrument, affidavit, and statement, including without limitation the Non- Foreign Transferor Declaration which is attached hereto as Exhibit C, if applicable, and to perform any act reasonably necessary to comply with the provisions of FIRPTA and any similar state act and regulation promulgated thereunder. 5.10 Tax Reguirements. Escrow Agent shall prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement and tax withholding forms, including an IRS 1099-S form, and be responsible for withholding taxes, if any such forms are provided for or required by law. 5.11 Transfer Taxes. No transfer tax shall be due because Purchaser is a public entity. 6. Feasibility. 6.1 Intentionally Omitted. 6.2 Feasibility Contingency. None. By executing this Agreement, Purchaser represents and warrants that Purchaser has conducted, and is satisfied with, all inspections, tests, investigations and studies of the Property as Purchaser deems necessary or desirable in connection with Purchaser's decision to acquire the Property, including the condition of the Property and the feasibility of Purchaser's anticipated use of the Property. OAK #4831-3855-3177 v2 4 6.3 License to Enter Upon Land. Seller hereby grants to Purchaser and its agents and employees a license to enter upon the Property during the tenn of this Agreement for any reasonable purpose, and will not unreasonably interfere with the Tenant on the Land. Purchaser shall not unreasonably interfere with Seller's Property. Purchaser agrees to indemnify, protect, defend and hold Seller and the Property free and harmless from and against any and all damages, claims, losses, liabilities, costs and expenses arising from such activities of Purchaser, its agents and employees, and from all mechanic's, materialmen's and other liens resulting from any such conduct. 6.4 Property Documents. By executing this Agreement, Purchaser represents and warrants that Purchaser has examined, and is satisfied with, the Property Documents (as hereinafter defmed). The tenn "Property Documents" means and refers to all documents in the possession of Seller, or readily available to Seller, that have been requested by Purchaser and delivered by Seller. 7. Conditions Precedent to Close of Escrow. 7.1 Purchaser's Conditions Prior to Closing. The obligation ofthe Purchaser to complete the purchase of the Property is subject to the satisfaction of the following conditions: (i) Seller shall deliver through Escrow the executed, acknowledged and recordable Grant Deed. (ii) Seller shall deliver through Escrow an executed Tenant Waiver and Release, in the fonn of Exhibit D, from each tenant and/or lessee occupying or owning an interest in the Property under a lease or rental agreement with Seller. (iii) Seller shall deliver through Escrow a Non-Foreign Transferor Declaration, if applicable. (iv) Seller shall deliver through Escrow such other documents as are necessary to comply with Seller's obligations under this Agreement. (v) Seller shall not be in default of any of its obligations under the tenns of this Agreement, and all of Seller's representations and warranties made as of the date of this Agreement shall continue to be true and correct as of the Close of Escrow. On failure of any of the conditions set forth above, Purchaser may tenninate its obligations under this Agreement with no further liability to Seller by giving notice to Seller on or before the expiration of the time allowed for each condition. In the event of such tennination by the Purchaser, the Escrow Agent shall return any portion of the Purchase Price already deposited, to Purchaser. Purchaser's failure to elect to terminate its obligations shall constitute a waiver of the condition by Purchaser. 7.2 Seller's Conditions Precedent to Closing. The obligation of Seller to complete the sale of the Property is subject to the satisfaction of the following conditions: OAK #4831-3855-3177 v2 5 (i) Purchaser shall not be in default of any of its obligations under the tenns of this Agreement, and all of Purchaser's representations and warranties made as ofthe date of this Agreement shall continue to be true and correct as of the Close of Escrow. (ii) Purchaser shall have deposited with the Escrow Agent the duly executed and acknowledged Certificate of Acceptance and other documents required to close Escrow, the Purchase Price in immediately available funds, and the closing costs described herein. (iii) Seller shall have reached agreement with Tenant, Subtenant and Guarantor Tom Price on a Lease Amendment containing pennanent and temporary rent reductions based on the sale and temporary easements contemplated in this Agreement. (iv) Escrow Agent is committed and ready to issue its CLTA Owner's Policy of Title Insurance, with extended coverage, if available and if requested by Purchaser, inclusive of any endorsements requested or required by Purchaser or its lender, in the amount of the Purchase Price showing title to the Property vested in Purchaser upon conveyance of the Grant Deed, subject only to the following exceptions to title set forth in Schedule B of the Preliminary Title Report dated December 22,2017: Exceptions A, B, C, and Exceptions 1 through 6, Exception 8, and Exceptions 9 through 19, and excluding Exception 7 and the reference to Exception 7 contained in Exception 8. On failure of any ofthe conditions set forth above, Seller may tenninate its obligations under this Agreement with no further liability to Purchaser by giving notice to Purchaser on or before the expiration of the time allowed for each condition. Seller's failure to elect to tenninate its obligations shall constitute a waiver of the condition by Seller. 8. Closing Statement. Seller instructs Escrow Agent to release a copy of Seller's closing statement to Purchaser. 9. Loss or Damage to Property. Loss or damage to the Property, by fire or other casualty, occurring prior to the recordation of the Grant Deed, shall be at the risk of Seller. In the event that loss or damage to the Property, by fire or other casualty, occurs prior to the recordation of the Grant Deed, Purchaser may elect to either terminate this Agreement or waive the right to terminate and close Escrow without any offset to the Purchase Price or any rights to insurance proceeds, if any. 10. Warranties, Representations, and Covenants of Seller. Seller hereby warrants, represents, and/or covenants to Purchaser that: 10.1 Seller's Title. Until the Close of Escrow, Seller shall not intentionally do anything which would impair Seller's title to any of the Property. 10.2 Conflict with Other Obligation. To the best of Seller's knowledge, neither the execution of this Agreement nor the perfonnance ofthe obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, covenants, conditions and restrictions, or other agreement or instrument to which Seller or the Property may be bound. OAK #4831-3855-3177 v2 6 10.3 Authority. Seller is the owner of and has the full right, power, and authority to sell, convey, and grant the Property to Purchaser as provided herein and to carry out Seller's obligations hereunder. If Seller is a trust, corporation, partnership, limited liability company or other similar entity, each party executing this Agreement on behalf of Seller represents and warrants that such person is duly and validly authorized to do so on behalf of Seller. 10.4 Bankruptcy. Neither Seller nor any related entity is the subject of a bankruptcy proceeding, and permission of a bankruptcy court is not necessary for Seller to be able to transfer the Property as provided herein. 10.5 Non-Foreign Transferor. Seller is not a "foreign person" within the meaning of the Foreign Investment in Real Property Act or any similar state statute, and Seller will comply with all of the requirements of the Foreign Investment in Real Property Act and any similar state statute in connection with this transaction. 10.6 Change of Sit uati ott. Until the Close of Escrow, Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 10 not to be true as of the Close of Escrow, immediately give written notice of such fact or condition to Purchaser. 11. Survival. Any covenants, agreements, and indemnifications that this Agreement does not require to be fully performed prior to Close of Escrow shall survive Close of Escrow and shall be fully enforceable after Close of Escrow in accordance with their terms. 12. Broker's Commission. Seller and Purchaser each warrants and represents that it has not engaged the services of any agent, finder or broker in connection with the transaction which is the subject of this Agreement, and that it is not liable for any real estate commissions, broker's fees or finder's fees which may accrue by means of the sale of the Property. Seller and Purchaser agree to and do hereby indenmify and hold the other harmless from and against any and all costs, liabilities, losses, damages, claims, causes of action or proceedings which may result from any broker, agent or finder, licensed or otherwise, which it has employed in connection with the transaction covered by this Agreement. 13. IntentionaU y Deleted. 14. Attorneys' Fees. In the event any declaratory or other legal or equitable action is instituted between Seller, Purchaser andlor Escrow Agent in connection with this Agreement, then as between Purchaser and Seller, the prevailing party shall be entitled to recover from the losing party all of its costs and expenses, including court costs and reasonable attorneys' fees, and all fees, costs and expenses incurred on any appeal or in collection of any judgment. 15. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by reputable overnight courier, or sent by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received upon the earlier of: (i) if personally delivered, the date of delivery to the address of the person to receive such notice; (ii) if mailed, three business days after the date of posting by the United States post office; or (iii) if delivered by Federal Express or other overnight courier for OAK #4831-3855-3177 v2 7 next business day delivery, the next business day. Notice of change of address shall be given by written notice in the manner described in this Section. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows: If to Seller: with a copy to: If to Purchaser: with a copy to: Geraldine Dexter, Trustee 99 Rock Road Kentfield, CA 94904 Telephone: (415) 925-2524 AND Greg Dexter 833 Leslie Road Healdsburg, CA 95448 Telephone: (415) 407-1494 Christopher W. Sheron, Esq. Ackeret-Sheron 890 Lamont Avenue, Suite 202 Novato, CA 94945 Telephone: (415) 898-3200 City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Attention: Bill Guerin, Director of Public Works Telephone: (415) 485-3110 Burke, Williams & Sorensen, LLP 1901 Harrison Street, 9th Floor Oakland, CA 94612-3501 Attention: Benjamin Stock Telephone: (510) 273-8780 16. Default. Failure or delay by either party to perform any covenant, condition or provision of this Agreement within the time provided herein constitutes a default under this Agreement. The injured party shall give written notice of default to the party in default, specifying the default complained of. The defaulting party shall immediately commence to cure such default and shall diligently complete such cure within ten days from the date of the notice. The injured party shall have the right to terminate this Agreement by written notice to the other party in the event of a default which is not cured within such ten-day period. 17. Intemretation. In this Agreement (unless the context requires otherwise), the masculine, feminine and neuter genders and the singular and the plural shall be deemed to OAK #483\-3855-3177 v2 8 include one another, as appropriate. The words "include" and "including" shall be interpreted as though followed by the words "without limitation." This Agreement shall be interpreted as though jointly prepared by both parties. 18. Entire Agreement. This Agreement and its exhibits constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions thereof All prior agreements, representations, negotiations and understanding of the parties hereto, oral or written, express or implied, are hereby superseded and merged herein. 19. Captions-. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof. 20. Governing Law. This Agreement and the exhibits attached hereto have been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California without reference to its choice of laws rules. 21. Invalidity of Provision. If any provision of this Agreement as applied to any party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way effect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole. 22. Amendments. No addition to or modification of any provision contained in this Agreement shall be effective unless fully set forth in writing by Purchaser and Seller. 23. Counterparts. This Agreement may be executed in any number of identical counterparts and each counterpart shall be deemed to be an original document. All executed counterparts together shall constitute one and the same document, and any counterpart signature pages may be detached and assembled to form a single original document. This Agreement may be executed by signatures transmitted by facsimile, adobe acrobat or other electronic image files and these signatures shall be valid, binding and admissible as though they were ink originals. 24. Time of Essence. Time is of the essence of each provision of this Agreement. 25. Binding Upon Successors. The terms and conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereof. 26. Offer. Any delivery of unsigned copies of this Agreement is solely for the purpose of review by the party to whom delivered, and neither the delivery nor any prior communications between the parties, whether oral or written, shall in any way be construed as an offer by Purchaser or Seller, nor in any way imply that Purchaser or Seller is under any obligation to enter the transaction which is the subject of this Agreement. The signing of this Agreement by Seller constitutes an offer which shall not be deemed accepted by Purchaser unless and until this Agreement has been executed on behalf of Purchaser by its City Manager or hislher designee after adoption of a resolution or minute action by the City Council of the City of OAK #4831-3855-3177 v2 9 San Rafael. Seller agrees that this offer shall be acceptable and cannot be revoked for a period of 30 days following presentation by Seller. 27. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day (such as the day escrow opens), and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall mean all holidays as specifi.ed in sections 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time. 28. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 29. Cooperation. Each party agrees to cooperate with the other in the closing of this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement. 30. Reservation ofCity~s Right to File Suit. Seller understands and acknowledges that if for any reason this Agreement is terminated, Purchaser expressly reserves its rights to bring an action in the Superior Court of the State of California, County of Marin, pursuant to the requirements set forth in the eminent domain statutes of the State of California. OAK #4831-3855-3177 v2 10 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. SELLER: GERALDINE LORRAINE DEXTER, TRUSTEE OF THE GERALDINE DEXTER TRUST ONE U/AID FEBRUARY 23, 1996, AS AMENDED AND RESTATED ON DECEMBER 16, 2009; AS TO 16.96%; GERALDINE LORRAINE DEXTER, TRUSTEE OF THE GEORGE DEXTER BYPASS TRUSTU/AID FEBRUARY 23, 1996 AS AMENDED AND RESTATED ON DECEMBER 16,2009; AS TO 74.20% AND GERALDINE LORRAINE DEXTER, TRUSTEE OF THE DEXTER MARITAL TRUST U/AID FEBRUARY 23, 1996, AS AMENDED AND RESTATED ON DECEMBER 16, 2009, AS TO 8.84% By: Its: Trustee OAK #4831-3855-3177 v2 11 PURCHASER: CITY OF SAN RAFAEL, a California municipal corporation By: Name: Its: \--7-r=--~~~~r------ EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY All that real property situated in a portion of Parcel Five of that land as deeded to Geraldine Lorraine Dexter in Document Number 2013-0075892 of Official Records, recorded December 26,2013, Marin County Recorder's Office, said land referred to herein located in the City of San Rafael, County of Marin, State ofCalifomia, more particularly described as follows: Beginning at the intersection of the southerly line of a 100 foot right of way for San Rafael Canal with the easterly right of way line of Grand Avenue, said intersection being common to the Northwest corner of said "Parcel · Five"; thence S74°46'36"E 21.S6 feet along said southerly line of San Rafael Canal, being coincident with the northerly line of Parcel Five thereof; thence S Is005'46"W 40.46 feet parallel to said easterly right of way line of Grand Avenue, being coincident with the westerly line of said Parcel Five; thence S60005'46"W 21.77 feet; thence SI5°0S'46"W 41.58 feet parallel to said easterly right of way line; thence SI7°54'12"W 66.26 feet; thence SI5°05'46"W 108.17 feet parallel to easterly right of way line thereof, to a point along the southwesterly line of said Parcel five, said point also being along a curve concave easterly having a radius of 70.00 feet; thence Northerly 20.29 feet along said curve through a central angle of 16°36'27" to the end of said curve, said end of curve being along the easterly right of way line of said Grand Avenue; thence Nlso0S'46"E 2S1.83 feet along said easterly right of way line, being common to said westerly line of Parcel five to the point of beginning. Together with a temporary easement for construction purposes more particularly described as follows: Beginning at a point along the southerly line of San Rafael Canal, S74°46'36'E 21.S6 feet from the Northwest corner ofthat land as hereinabove described; thence Sls00S'46"W 40.46 feet; thence S60005'46"W 21.77 feet; thence SI5°0S'46"W 41.S8 feet; thence S17°S4'36"W 66.26 feet; thence SI5°05'46"W 75.00 feet; thence S74°00'00"E 15.00; thence NI5°05'46"E 74.87 feet; thence N17°S4'12"E 68.32 feet; thence N43°51'41'E 42.17 feet; thence Nls00S'46"E 58.74 feet to said southerly line of San Rafael Canal; thence N74°46'36"W 20.00 feet along the southerly line of said canal to the Point of Beginning. Also Together with a temporary easement for construction access purposes more particularly described as follows: Beginning at the Northwest corner of that land as hereinabove described; Thence S74°46'36"E 41.56 feet along the southerly line of San Rafael Canal hereinabove described; Thence SI5°0S'46"W 58.74 feet to the True Point of Beginning; thence S43°51'41 "W 42.17 feet; thence SI7°54'12"W 68.32 feet; thence SI5°05'46"W 44.87 feet; thence N74°00'OO"W IS.00 feet; thence SI5°05'46"W 30.00 feet; thence S74°00'00"E 38.64 feet; thence Nls005'46"E 180.45 feet to the True Point of Beginning. Exhibit A OAK #4831-3855-3177 v2 Recording Requested by and After Recordation Mail to: City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Attention: Bill Guerin EXHIBITB GRANT DEED This document is exempt from the payment ofa recordingfee pursuant to Government Code § 27383 GRANT DEED For good and valuable consideration, receipt of which is hereby acknowledged, Geraldine Lorraine Dexter, Trustee of the Geraldine Dexter Trust One u/a/d February 23, 1996, as amended and restated on December 16, 2009~ as to 16.96%~ Geraldine Lorraine Dexter, Trustee of the George Dexter Bypass Trust u/a/d February 23, 1996 as amended and restated on December 16, 2009; as to 74.20% and Geraldine Lorraine Dexter, Trustee of the Dexter Marital Trust u/a/d February 23, 1996, as amended and restated on December 16, 2009, as to 8.84%, hereby grants to the City of San Rafael for right-of-way purposes, all of grantor's right, title, and interest in and to the real property located in San Rafael, Marin County, California, described in Attachment No.1 attached hereto, including but not limited to any easements, rights, and privileges appurtenant thereto and any improvements located thereon. OAK #4831-3855-3177 v2 TRUSTEE OF THE GERALDINE DEXTER TRUST ONE UlND FEBRUARY 23, 1996, AS AMENDED AND RESTATED ON DECEMBER 16, 2009; AS TO 16.96%; GERALDINE LORRAINE DEXTER, TRUSTEE OF THE GEORGE DEXTER BYPASS TRUST U/AID FEBRUARY 23, 1996 AS AMENDED AND RESTATED ON DECEMBER 16,2009; AS TO 74.20% AND GERALDINE LORRAINE DEXTER, TRUSTEE OF THE DEXTER MARITAL TRUST u/AID FEBRUARY 23, 1996, AS AMENDED AND RESTATED ON DECEMBER 16,2009, AS TO 8.84% By: Its: Trustee Exhibit B Attachment 1 to Grant Deed EXHIBIT "A" DESCRIPTION FEE ACQUISITION PORTION OFAPN: 014-133-12 All that real property situated in a portion of Parcel Five of that land as deeded fo Geraldine Lorraine Dexter in Document Number 2013 -0075892 of Official Records, recorded December 26,2013, Marin County Recorder's Office, said land referred to herein located in the City of San Rafael, County of Marin, state of California, more particularly described as follows: Beginning at the intersection of the southerly line of a 100 foot right of way for San Rafael Canal with the easterly right of way line of Grand Avenue, said intersection being common to the Northwest corner of said "Parcel Five"; thence S74°46 136"E 21.56 feet along said southerly line of San Rafael Canal, being coincident with the northerly line of Parcel Five thereof; thence S 15°05 146"W 40.46 feet parallel to sdtd easterly right of way line of Grand Avenue, being coincident with the westerly line of said Parcel Five; thence S60005 146"W 21.77 feet; thence S15°05 146"W 41.58 feet parallel to said easterly right of way line; thence S 17°54 1 12"W 66 .26 feet; thence S 1 SOOS'46"W 1 08.17 feet parallel to easterly right of way line thereof, to a point along the southwesterly line of said Parcel five, said point also being along a curve concave easterly having a rad\us of 70.00 feet; thence Northerly 20.29 feet along said curve through a central angle of 16°36 127" to the end of said curve, said end of curve being along the easterly right of way line of said Grand Avenue; thence N1so05 146"E 251.83 feet along said easterly right of way line, being common to said westerly line of Parcel five to the point of beginning. Together with a temporary easement for construction purposes more particularly described as follows: Beginning at a point along the southerly line of San Rafael Canal, S74°46 136 1E 21.56 feet from the N~rthwest corner of that land as hereinabove described; thence S15°05 146"W 40.46 feet; thence S60005 146"W 21.77 feet; thence S15°05 146"W 41.58 feet; thence S17°54 136"W 66.26 feet; thence S15°05 146"W 75.00 feet; thence S74°00'00"E 15.00; thence N15°05 146"E 74.87 feet; thence N17°54112"E 68.32 feet; thence N43°51 141 IE 42.17 feet; thence N15°05 146"E 58.74 ' feet to said southerly line of San Rafael Canal; thence N74°46 136"W 20.00 feet along the southerly line of said canal to the Point of Beginning. Also Together with a temporary easement for construc t ion access purposes more particularly described as follows: Beginning at the Northwest corner of that land as hereinabove described; Thence S74°46 136"E 41.56 feet along the southerly line of San Rafael Canal F:\ 11 cad\ 11176 Grand Avenue Bridge\survey\RW Dedlcalions\ 11176_RW Rev. D .. sc .014-133-12doc.doc Page 1 of 2 Siegfried Engineering. Inc. Title (Cont'd.) hereinabove described; Thence S 15°05' 46"W 58.74 feet to the True Point of Beginning; thence S43°51 '41 "W 42.17 feet; thence S17°54' 12"W 68.32 feet; thence S 15°05' 46"W 44.87 feet; thence N74°00'00"W 15.00 feet; thence 515°05' 46"W 30.00 feet; thence S74°00'00"E 38.64 feet; thence N15°05' 46"E 180.45 feet to the True Point of Beginning. END OF DESCRIPTION Basis of Bearing: The easterly line of Grand Avenue which bears N15°05'46"E as per Parcel Map filed in Book 22 of Parcel Maps, at Page 1 6, Marin County Records. The property described herein is shown on the attached plat, Exhibit B, and by this reference made a part thereof. Iz 11176 01/29/2018 Q2~ LICENSE EXPIRES: 12/31/2019 F:\llcad\11176 Grand Avenue Bridge\survey\RW Oedications\11176_RW Rev. Desc. OI4-133-12doc.doc Page 2 of 2 Siegfrl, VICINITY MAP NOT TO SCALE ~~-;:J t:::::::: ....... :;;..;J E5-S1 P.O.B. T.P.O.B. EXHIBIT "B" T.C.E. TEMPORARY CONSTRUCTION EASEMENT T.CAE. TEMPORARY CONSTRUCTION ACCESS EASEMENT POINT OF BEGINNING TRUE POINT OF BEGINNING FEE ACQUISITION 1940 S.F. 0' ----»~, R=70.00' L=20.29' 1l=16°36'27" EAST RIW LINE e 20' 40' SCALE: 1"=40' GRAND AVENUE CH=S6"47'33"W 20.22' GRAND AVENUE ! R=70.00' L=30.93' ;;;::;..... V ~ II T .., -~ ~ 80' ffi 6=25°19'10· S15"05'46"W1D8.17' N15 05'46 E2S1,83 , _ ~ CH=S14"10'15RE30 .68' ~ 30,00'" (S1S"05'46"W45.00'''>(X,?\Y';:-S17''54'12"W6626'''''' /~S1~·O""_A'4158' ... ~ POB ~ rg z ~ /" cc -.. / / /0 -.f ;('"I\,/\./'v' .. ,,-,',"'''-:'''''\/,>, 'l V" ',' Il, " " " Go' 'X: ~ v"'tV n • >< • • • N ....: 8 ~R=70.00' L=2S.63' ~y/./.~ ~1X()1S,"05'46~~44.81'7"\~(\i<t~;'~n~~~~:t~Q-~:S60\as.~~~213r~~,~ T.C.~ ;i; ~ 1l=21·4T35~ ~v././~ ~/. /./.7}/.'/. /.;'~17"54'1~·E6s.3?'~'·-' . ~·~0~~~,6~;(~S1S-()5'46"W.40.46'~ ~ ~ CH=S37"43'3S n E 26.46' ~;(.(f.7~ f.f./:?'f.%/.~f/./.~/~/N4'{.51t4'~i 1i'~~~~~· ~~X'Sg~~?&,<)~~! ~ ~e2/::z('~({ //.1'N15·0S~E 18!>.45·~//>;;·~/~~:%%LL~[-,(,x:X S1S'OS:46"W 58.74' N ~ ~ ~ Z ~ ~ :;: ... T.P.O.B. t3 ~ A~ GERALDINE LORRAINE DEXTER T.CAE. ~ J:" APN 014-133-12 f 1$ ::r ~ I ) .. ~ APN 014-133-15 SOUTH LINE SAN RAFAEL CANAL -l ~ ~ ~ < • ! GRAND AVENUE FEE ACQUISITION I .- E 375 GRAND AVENUE SAN RAFAEL, CA ~ ~ ;1 ::: DATE 01130/18 • • • CIVIL I SCALE: AS SHOWN .:.: ENGINEERING _ DESIGN L.Z • • STRUCTURAL SHEET •• SIEG.FRIED .:~::E~:~NG ~ IDRAWN S6 • PLANNING Q JOB NO, 11176 3244 BrooksLd. Road, Sull. 100 Stockton, Callfo,n l a 9521 9 209 - 9 4 9 -2 021 www , .1. 9 f r I. d. n·;. com F x : :2 0 9 -9 4 2 -0 21 4 1 OF: Certificate of Acceptance This is to certify that the interests in real property conveyed by Grant Deed dated ______ ----', 2018, from Geraldine Lorraine Dexter, Trustee of the Geraldine Dexter Trust One ulald February 23, 1996, as amended and restated on December 16, 2009; as to 16.96%; Geraldine Lorraine Dexter, Trustee of the George Dexter Bypass Trust ula/d February 23, 1996 as amended and restated on December 16, 2009; as to 74.20% and Geraldine Lorraine Dexter, Trustee of the Dexter Marital Trust ulald February 23, 1996, as amended and restated on December 16,2009, as to 8.84%, as grantor, to the City of San Rafael, a municipal corporation, as grantee, are hereby accepted by the City Manager of the City of San Rafael pursuant to authority conferred by Resolution No. of the City Council adopted on _______ --'" 2018, and the City of San Rafael, as grantee, consents to recordation of said Grant Deed. Date: ______ -', 2018 By: -------------Jim Schutz, City Manager Certificate of Acceptance OAK #4831-3855-3177 v2 EXHIBITC FIRPTA AFFIDAVIT Section 1445 of the Internal Revenue Code of 1954, as amended ("Code"), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To infonn the transferee that withholding of tax is not required upon the disposition ofa U. S. real property interest by , Trustee of the Geraldine Lorraine Dexter, Trustee of the Geraldine Dexter Trust One ulaJd February 23, 1996, as amended and restated on December 16, 2009; as to 16.96%; Geraldine Lorraine Dexter, Trustee ofthe George Dexter Bypass Trust ula/d February 23, 1996 as amended and restated on December 16,2009; as to 74.20% and Geraldine Lorraine Dexter, Trustee of the Dexter Marital Trust ula/d February 23, 1996, as amended and restated on December 16,2009, as to 8.84%, as Transferor, the undersigned hereby certifies the following: 1. The Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those tenns are defined in the Code and the Income Tax Regulations promulgated thereunder); 2. The Transferor's U. S. employer identification number or social security number . IS ______________ __ 3. The Transferor's office address or mailing address is The Transferor understands that this Certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fme, imprisonment, or both. Under penalty of perjury the undersigned declares that he/she has examined this Certification and to the best of hislher knowledge and belief it is true, correct, and complete, and further declares that he/she has authority to sign this document on behalf of the Transferor. Dated: ________ , 2016 OAK 1#4831-3855-3177 v2 TRUSTEE OF THE GERALDINE DEXTER TRUST ONE UlAID FEBRUARY 23, 1996, AS AMENDED AND RESTATED ON DECEMBER 16, 2009; AS TO 16.96%; GERALDINE LORRAINE DEXTER. TRUSTEE OF TIlE GEORGE DEXTER BYPASS TRUST UlND FEBRUARY 23,1996 AS AMENDED AND RESTATED ON DECEMBER 16, 2009; AS TO 74.20% AND GERALDINE LORRAINE DEXTER. TRUSTEE OF THE DEXTER MARITAL TRUST UI AID FEBRUARY 23, 1996, AS AMENDED AND RESTATED ON DECEMBER 16,2009, AS TO 8.84% By: Its: Trustee ExhibitC EXHIBITD TENANT WAIVER AND RELEASE ______ ("Tenant" or "Subtenant"), for itself and for its agents, successors and assigns, fully releases, acquits and discharges the City of San Rafael (the "City") and its officers, officials, council ,members, employees, attorneys, accountants, insurers, and agents, and all entities, boards, commissions, and bodies related to any of them from any and all claims, actions, demands, liabilities or costs ("Claims") arising out of or related to the City's acquisition of a portion 0[375 Francisco Blvd East, San Rafael, California (the "Property") for the Grand Avenue Improvement Project (the "Project"), including, without limitation, Claims for compensation, business goodwill and lost income (past or future), relocation costs or benefits, severance damages, economic or consequential damages, and other Claims of any kind and nature, claimed by Tenant, its agents, successors and assigns, by reason of the City's acquisition of the Property. In connection with this Waiver and Release, Tenant/Subtenant expressly waives all rights under California Civil Code Section 1542, which provides that: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I 1 (TENANTS/SUBTENANT'S INITIALS) Notwithstanding anything stated above, Tenant/Subtenant does not waive or release any claims arising out of or relating to the City failing to complete the Project and to vacate the Temporary Construction Easement within 6 months from the date Tenant/Subtenant complies with the City'S demand that Tenant/Subtenant deliver the Property to the City. TENANT/SUBTENANT: ___________________________ ,a Date: ________ , 2016 By: Name: ----------------------------Its: ExhibitD OAK #4831-3855-3177 v2 CONSENT OF ESCROW AGENT Escrow Agent hereby acknowledges receipt of this Agreement, which has been executed by the parties. Escrow Agent hereby agrees (i) to be and serve as Escrow Agent pursuant to this Agreement; and (ii) subject to further supplemental escrow instructions mutually agreeable to the parties and Escrow Agent, to be bound by the Agreement in the performance of its duties as Escrow Agent and to hold and disburse all funds received by Escrow Agent in accordance with the provisions ofthis Agreement; provided, however, Escrow Agent shall have no obligation, liability, or responsibility under any amendment to the Agreement unless and until the same is accepted by Escrow Agent in writing. Escrow Agent further agrees to immediately deliver to each of Seller and Purchaser's counsel one original counterpart of this Agreement executed by the Parties and Escrow Agent. Escrow Agent has assigned this Agreement file number ------------------------ STEWART TITLE COMPANY By: Name: Its: OAK #483 I -3855-3177 v2