HomeMy WebLinkAboutCC Resolution 15207 (Southern Heights-Courtright Retaining Wall Project)RESOLUTION NO. 15207
RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE
PROPERTY PURCHASE AGREEMENT FOR ACQUISITION OF A ROADWAY AND SLOPE
EASEMENT WITH PROPERTY OWNER OF 78 SOUTHERN HEIGHTS BOULEVARD, AND
ACCEPT THE GRANT DEED FOR SUCH PROPERTY
_____________________________________________________________________
WHEREAS, public interest, convenience and welfare require that the
property hereinafter mentioned be purchased and used for the benefit of the public of
the City of San Rafael, California.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN
RAFAEL RESOLVES as follows:
1. The City Manager is authorized to execute the Agreement for
Purchase and Sale of Real Property between Daniel M. Humphreys
and Katherine F. Humphreys, and the City of San Rafael, a copy of
which is attached hereto, marked as Exhibit “1”, and incorporated
herein by this reference, in a form by the City Attorney; and
2. The City Manager is authorized to accept the Grant Deed for the
subject property identified in Exhibit “1” from Daniel M. Humphreys
and Katherine F. Humphreys to the City of San Rafael, and to take
any other actions necessary to effectuate acquisition of the property.
I, LINDSAY LARA, Clerk of the City of San Rafael, hereby certify that the
foregoing resolution was duly and regularly introduced and adopted at a regular meeting
of the Council of said City on the 1st day of May 2023, by the following vote, to wit:
AYES: COUNCILMEMBERS: Bushey, Hill, Llorens Gulati & Mayor Kate
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Kertz
LINDSAY LARA, City Clerk
AGREEMENT FOR PURCHASE AFID SALE OF REAL
PROPERTY (INCLUDING ESCROW INSTRUCTIONS)
This PURCHASE AND SALE AND SETTLEMENT AGREEMENT (this
"Agreement") is made and entered into as of April 24,2023 (the "Effective Date"), by and
between the DANIEL M. HUMPHREYS AND KATHERINE F. HUMPHREYS ("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 013-17l-04,
commonly known as 78 Southern Heights Boulevard, San Rafael, California, 94901 (the
"Properfir").
B. Purchaser desires to purchase from Seller, and Seller desires to convey to
Purchaser, a roadway and slope easement over a portion of the Property, as more specifically
described on Exhibit A (the "Subject Easement"), in order to construct roadway improvements
including a retaining wall to improve street safety, as part of the Southem Heights/Courfiight
Retaining Wall Project (the'oProjeet").
C. On or about January 14,2021, the Purchaser sent Seller an offer to purchase the
Subject Easement pursuant to Govemment Code section7267.2.
D. In lieu of proceeding with eminent domain proceedings for the acquisition of the
Subject Easement, the Parties desire to enter into this Agreement.
IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. Salg and Purch4se of the Subject Easement. Seller agrees to sell and convey the
Subject Easement to Purchaser, and Purchaser agrees to purchase the Subject Easement from
Seller, on the terms and conditions set forth herein.
2. Purchase Price. The total purchase price for the Subject Easement shall be
$25,013-00 ("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 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.
2.2 Conveyange of Title/Title Policy. Subject to the fulfillment of the
Conditions Precedent described below, at the Close of Escrow, Seller shall grant to Purchaser the
Subject Easement by easement grant deed in the form attached as Exhibit B and incorporated
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herein by reference ("Easement Deed"), subject only to (a) nondelinquent taxes and
assessments; (b) liens to secure payment of current, unpaid real estate taxes and assessments; (c)
all covenants, conditions, and restrictions, reservations, rights, rights of way, easements,
encumbrances, liens, and title matters of record; (d) such title matters affecting the Subject
Easement oreated by or with the written consent of Purchaser; (e) all applicable laws, ordinances,
rules and governmental regulations (including, but not limited to, those relative to building,
zoning and land use) affecting the development, use, occupancy or enjoyment of the Subject
Easement; (0 all matters which would be apparent from an inspection of the Subject Easement;
(g) aU matters which would be disclosed by a survey of the Subject Easement; and (0 exceptions
which are approved and/or accepted by Purchaser in writing (collectively, ooApproved
Conditions of Title").
2.3 Purchaser shall cause Old Republic Title Company (the "Title
Company") to deliver to Seller and Purchaser an updated Preliminary Title Report for the
Easement within five (5) business days after the later of the Effective Date or the date Escrow
(defined in Section 8, below) is opened, and in any evenf no later than ten business days prior to
Close of Escrow. Within thirly (30) days from the Effective Date, Purchaser shall have
completed its review of all title matters affbcting the Subject Easement to the extent desired by
Purchaser and shall obtain whatever as$urances andlor commitments it desires from the Title
Company as to title matters and the title insurance policies which Purchaser desires the Title
Company to issue to Purchaser at the Closing for the Subject Easement (the "Title Policy").
Purchaser shall cause Escrow Agent (defined in Section 8, below) at Close of Escrow to provide
Purchaser with a 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 reasonably requested by Purchaser, showing title vested in
Purchaser for the Subject Easement, subject only to the Approved Conditions of Title set forth
above and the standard and printed exceptions, exclusions and stipulations contained in the form
of owner's title insurance policy to be obtained by Purchaser. Purchaser shall pay all premiums
for the Title Policy and any endorsements to the Title Policy.
3. "AS Is" Sale: Release . Purchaser specifically acknowledges and
agrees that Seller is selling and Purchaser is purchasing the Subject Easement on an "As-Is,
Where-Is, With All Faults" basis as of the Closing and that Purchaser is not relying on any
representations or warranties of any kind whatsoever, express or implied, from Seller, its agents,
employees or attorneys as to any matters concerning the Subject Easement, including without
limitation: (a) the quality, nature, adequacy and physical condition of the Subject Easement and
any improvements thereon, (b) the quality, nature, adequacy, and physical condition of soils,
geology and any groundwater, (c) the presence of hazardous materials on, under or about the
Easement or the adjoining or neighboring lands, (d) the quallty of any labor and materials used in
any improvements on the Subject Easement, and (e) the condition of title to the Subject
Easement. Seller hereby specifically disclaims: (i) all warranties implied by law arising out of or
with respect to the execution of this Agreement, any aspect or element of the Subject Easement,
or the performance of Seller's obligations hereunder including, without limitation, all implied
warranties of merchantability, habitability andlor fitness for a particular purpose; and (ii) any
warranty, guaranty or representation, oral or written, past, present or future, of, as to, or
conceming (x) the nature and condition of the Subject Easement or other items conveyed
hereunder, including, without limitation, the water, soil, and geology, the suitability thereof and
OAK #4831-31294735,r2 2
of the Subject Easement or other items conveyed hereunder for any and all activities and uses
which Purchaser may elect to conduct thereon, the existence of any environmental hazards or
conditions thereon (including but not limited to the presence of asbestos or other hazardous
substances) or compliance with applicable environmental laws; (y) the nature and extent of any
righGof-way, possession, lien, encumbrance, license, reservation, condition or otherwise; and (z)
the compliance of the Subject Easement or other items conveyed hereunder or its operation with
anlr laws (including environmental laws), ordinances, rules, requirements, resolutions, policy
statements and regulations. Upon recording of the Easement Deed, Purchaser fully releases,
acquits and discharges Seller from any and all claims related to the matters set forth above,
excepting from such release and discharge only those warranties and representations of the Seller
set forth in Section 13.
4. Waiyer of ProBerty 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 the Subject Easement and the grant of any right-of-entry,
including, without limitation, all of Seller's property rights and interests in the Property as
burdened by the Subject Easement, including but not limited to (i) any improvements, including
improvements pertaining to the realty, fumiture, fixture, and equipment, (ii) business goodwill
and lost income (past or future) relating to the Subject Easement, (iii) lost income, (iv) relocation
benefits, (v) severance damages, if any, (vi) any and all rights pertaining to the Eminent Domain
Law contained in the Code of Civil Procedure sections 1230.010 et seq., including, but not
limited to the Code of Civil Procedure section 1245.245, and (vii) economic or consequential
damages, (viii) professional consultant fees and attorney's fees and costs, and (ix) all other costs,
and any and all compensable interests, and/or damages, an#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 Subject Easement, 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.
4.1 Waiyer of Qivil Cgde 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 o'similar Provision"),
Thus, Seller and its agents, successors and assigns, and any business, enterprise, or venture in
whichthey 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 3 above. Section 1542
provides as follows:
*A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
EXIST IN FIIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR TM& WOULD HAVE
OAK #4831.3129-6735 v2
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR PARTY."
Seller's Initials:Seller's Initials:
DANIEL M. HUMPHREYS KATHERINE F
4.2 Survival. The provisions of this Section 4 shall survive the Closing and
shall not be merged into the Easement Deed, and shall be fully enforceable after Close of Escrow
(Close of Escrow defined in Section 6, below).
5. Escrow. Purchaser and Seller have opened or shall, within five days of the
Effective Date of this Agreement, open an escrow (ooEscrow") in accordanoe with this
Agreement at Old Republic Title Company ("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.
5.1 Documsnts and Funds. Prior to the Close of Escrow Seller shall execute,
acknowledge and deliver into Escrow the Easement Deed, as defined herein. The Certificate of
Acceptance affached to the Easement 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 firnds and./or instruments as may be necessary to complete this
transaction.
5,2 Escfow Account. All funds received in the Esmow 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. A11
disbursements shall be made by check from such account.
6. Escrow Agent Authorization. Escrow Agent is authorized to, and shall:
6.1 Costs afrd Expense,s. Charge to Purchaser: (a) all premiums for the Title
Policy and any title endorsements, (b) all documentary transfer taxes, (c) all City transfer taxes,
(d) all fees charged by the Escrow Agent in connection with the consummation of the transaction
described herein, and (e) all document recording charges, all of which shall be paid by Purchaser
through Escrow. Purchaser shall pay outside of Escrow all costs and expenses related to its due
diligence investigations, and all legal and professional fees and costs of attorneys and other
consultants and agents retained by Purchaser. Seller shall pay outside of Escrow all legal fees
and costs incurred by Seller. If the Closing does not occur for any reason, then Purchaser shall
pay all cancellation fees charged by Escrow Agent.
6.2 Disbursement.
(a) Disburse funds, including the Purchase Price to Seller or the
individual members of Seller as they may direct; provided, if Seller fails to provide such
directions or the members of Seller provide inconsistent directions, Escrow Agent may retain all
4OAK #4831-3129-6735 v2
or a portion of such funds as it deems prudent until the members of Seller provide consistent
directions, and Purchaser shall not have any liability to Seller or its individual members arising
from failure or delay to distribute funds or distribution of funds contrary to any member of
Seller's directions.
(b) Record the Easement Deed and Certificate of Acceptance.
(c) Deliver to Purchaser the originals of the Title Policy, and the Non-
Foreign Transferor Declaration; deliver to Purchaser and Seller conformed copies of the
Easement Deed and Certificate of Acceptance when conditions of the Escrow have been fulfilled
by Purchaser and Seller.
6.3 Close of Escrow. The term ooClose of Escrow," if and where written in
these instructions, shall be deemed to have occurred on the date the Easement Deed and other
necessary instruments of conveyance are recorded in the office of the Marin County Recorder.
Recordation of instruments delivered through this Escrow is authorized, if necessary or proper in
the issuance of the policy of title insurance.
6.4 Tirne 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.
6.5 Time of the Essence. TIME IS OF THE ESSENCE IN THESE
INSTRUCTIONS AND, EXCEPT AS OTHERWISE PROVIDED BELOW, ESCROW IS TO
CLOSE ON OR BEFORE JT'NE 15,2423, LINLESS 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.
7. FIRPTA. Seller and Purchaser agree to execute and deliver as directed by Escrow
Agent any instrument, affrdavit, and statement, including without limitation the Non-Foreign
Transferor Declaration, which is attached hereto as Exhibit C, if applicahle, and to perform any
act reasonably necessary to comply with the provisions of FIRPTA and any similar state act and
regulation promulgated thereunder.
8. Tax Reqr,rire{nents. Escrow Agent shall prepare and file with all appropriate
governmental or ta:ring authorities a uniform setflement 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.
8.1 Transfer Taxes. No transfer tax shall be due because Purchaser is a public
entity
5OAK #4831-3129-6715 v2
9. Fepsibilitv.
9.1 Waiyer of.Investigations. Except as provided in Section 2.3, Purchaser
waives the need for a due diligence or feasibility period and the right to conduct further
investigatioas of the Easement.
10. Conditions Precedent to Close of Escrgw.
10.1 Pwchaser's Conditions Prior to Clpsing. The obligation of the Purchaser
to complete the purchase of the Subject Easement is subject to the satisfaction of the following
conditions:
(i) Seller shall deliver through Esmow the executed, acknowledged
and recordable Easement Deed.
(ii) Seller shall deliver through Escrow a Non-Foreign Transferor
Declaration, if applicable.
(iii) Seller shall deliver through Escrow such other documents as are
necessaxy to comply with Seller's obligations under this Agreement.
(iv) Seller shall not be in default of any of its obligations under the
terms of this Agreement, and all of Seller's representations and warranties made as of the date of
this Agreemenl shall continue to be true and corect as of the Close of Escrow.
(v) Escrow Agent shall have committed to deliver to Purchaser an
owners title insurance policy as required by Section 2.3 hereof.
On failure of any of the conditions set forth above, Purchaser may terminate 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 termination
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.
10.2 Seller's Conditions Precedent to Closing. The obligation of Seller to
complete the sale of the Subject Easement is subject to the satisfaction of the following
conditions:
(i) Purchaser shall not be in default of any of its obligations under the
terms of this Agteemen! and all of Purchaser'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.
(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 Purchaser's share of closing
costs described herein.
6OAK #4831-3129-5715 v2
(ii, At or before the Closing, Purchaser shall deposit into Escrow such
other documents as are necessary to comply with Purchaser's obligations under this Agreement.
(iv) Before the Closing, Seller shall deposit into Escrow the wrifien
approval &om Seller's mortgage lender, Wells Fargo Bank, for the sale of the Subject Easement
by Seller to Purchaser as provided by this Purchase and Sale Settlement Agreement.
On failure of any of the conditions set forth above, Seller may terminate its obligations
under this Agreement with no further liability to Purchaser by giving notice to Purchaser on or
before the expiration ofthe time allowed for each condition. Seller's failure to elect to terminate
its obligations shall constitute a waiver of the condition by Seller.
I 1. Closing Statement. Seller instructs Escrow Agent to release a copy of Seller's
closing statement to Purchaser,
12. Lo$s or Daln4ge to ProBerty. Loss or damage to the Subject Easement, by fire or
other casualty, occurring prior to the recordation of the Easement Deed, shall be at the risk of
Seller. In the event that loss or damage to the Subject Easement by fire or other casualty, occurs
prior to the recordation of the Easement Deed, Purchaser may elect to either terminate this
Agreemerrt or waive the right to terminate and close Escrow without any offset to the Purchase
Price or any rights to insurance proceeds, if any.
13. Warr.anties. Representations. and Covenants of Seller. Seller hereby warrants,
represents, and/or covenants to Purchaser that:
13.1 Pending Claims. To the best of Seller's knowledge, there are no actions,
suits, claims, legal proceedings, or any other proceedings affecting the Property or any portion
thereof, at law, or in equity before any court or governmental agency, domestic or foreign,
except as disclosed in Recital C.
13.2 Encroachmeqts. To the best of Seller's knowledge, there are no
encroachments onto the Subject Easement by improvements on any adjoining property, nor do
any improvements located on the Properly encroach on the Subject Easement.
13.3 Seller's Title. Until the Close of Escrow, Seller shall not intentionally do
anything which would impair Seller's title to any of the Subject Easement.
13.4 Conditio+ of Irand. To the best of Seller's knowledge, there are no
substances, materials or sonditions on the Property to be burdened by the Subject Easement that
qualifu as a Hazardous Material (as defined below) or otherwise violate any Environmental Law
(as defined below). For the purposes of this Agreement the following items have the following
meanings:
(i) "Environmental L " means any law, statute, ordinance or
regulation pertaining to health, industrial hygiene or the environment including, without
limitation, CERCLA (Comprehensive Environmental Response, Compensation and Liability Act
of 1980) and RCRA (Resources Conservation and Recovery Act of 1976).
7OAK #4831-3129-6135 vZ
(ii) 'o@'means any substance, material or waste
which is or becomes designated, classified or regulated as being "toxic'o or o'hazardous" or a
"pollutant" or which is or becomes similarly designated, classified or regulated, under any
Environmental Law, including asbestos, petroleum and petroleum products.
13.5 Conflict with Other OblieatioR. To the best of Seller's knowledge, neither
the execution of this Agreement nor the performance of the obligations herein will conflict with,
or breach any ofthe provisions ofany bond, note, evidence ofindebtedness, contract, lease,
covenants, conditions and restrictions, or other agreement or instrument to which Seller or the
Property may be bound with respect to the Subject Easement.
13.6 Authoritv. Seller is the owner of and has the fullright, power, and
authority to sell, convey, and grant the Subject Easement to Purchaser as provided hetein 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.
13.7 Bqnkruptcy. 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 Subject Easement as provided herein.
13.8 Governmental C.o-qluliance. To the best of Seller's knowledge, Seller has
not received any notice from any governmental agency or authority alleging that the Subject
Easement is currently in violation of any law, ordinance, rule, regulation or requirement
applicable to its use and operation. If any such notice or notices are received by Seller following
the date this Agreement is signed by Purchaser, Seller shall notify Purchaser within ten days of
receipt of such notice. Seller then, at its option, may either elect to perform the work or take the
necessary corrective action prior to the Close of Escrow or refuse to do so, in which case Seller
shall notifu Purchaser of such refusal and Pr.rchaser shall be entitled to either close Escrow with
knowledge of such notice(s) or terminate this Agreement.
13.9 Non-Fore:ign Tranqferor. Seller is not a "foreign perxon" within the
meaning of the Foreign Investment in Real Properly Act or any similar state statute, and Seller
will comply with all of the requirements of the Foreign Investnent in Real Properly Act and any
similar state statute in connection with this transaction.
13.10 Change of Situation. 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 not to be true as of the Close of Escrow, immediately give written notice of such fact
or condition to Purchaser.
14. Brokerls Commissipn. Seller and Purshaser 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 Subject Easement.
Seller and Purchaser agree to aild do hereby indemnify and hold the other harmless from and
IOAK #4831-3129-6135v2
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.
15. Construction qf Faux Rock Fagade. Purchaser agrees that the retaining wall to be
constructed for the Project within the boundaries of the Subject Easement shall include a faux
rock fagade using materials selected by Purchaser.
16. Indemnification Regarding Project Construction Activities. Purchaser agrees to
defend, indemniff, and hold harmless Seller with regard to any third-party claims arising out of
Purchaser's construction activities for the Project on the Property. This section shall not be
interpreted to require indemnity or defense of claims that are released by Purchaser under
Section 4 of this Agreement.
1,7. 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.
18. Waiver. Consent and Remedies. Each provision of this Agreement to be
performed by Purchaser and Seller shall be deemed both a coverant and a condition and shall be
a material consideration for Seller's and Purchaser's performance hereunder, as appropriate, and
any breach thereof by Purchaser or Seller shall be deemed a material default hereunder. Either
party may specifically and expressly waive in writing any portion of this Agreement or any
breach thereol but no such waiver shall constitute a further or continuing waiver of a preceding
or succeeding breach of the sarne or any other provision. A waiving parly may at any time
thereafter require further compliance by the other party with any breach or provision so waived.
The consent by one parly to any wtby the other for which such consent was required shall not
be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or
any similar acts in the future. No waiver or consent shall be implied from silence or atry failure
of a party to act, except as otherwise specified in this Agreement. All rights, remedies,
undertakings, obligations, options, covenants, conditions and agreements contained in this
Agreement shall be cumulative and no one of them shall be exclusive of any other. Except as
otherwise specified herein, either party hereto may pursue any one or more of its rights, options
or remedies hereunder or may seek damages or specific performance in the event of the other
party's breach hereunder, or may pursue any other remedy at law or equity, whether or not stated
in this Agreemeat.
19. Attorneys' Fees. In the event any declaratory or other legal or equitable action is
instituted between Seller, Purchaser and/or 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.
20. Notices. All notices or other communications required or permiued hereunder
shall be in writing, and shall be personally delivered, sent by reputable overnight courier, or sent
by registered or certified mail, postage prepaid, retum receipt requested, and shall be deemed
received upon the earlier of: (i) if personally delivered, the date of delivery to the address of the
9OAK #483 l-3 129-6735 v2
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 ovemight courier for
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:Daniel & Katherine Humphreys
78 Southern Heights Blvd.
San Rafael, CA 94901
Ifto Purchaser:City of San Rafa€l
1400 Fifth Avenue
San Rafael, CA 94901
Attention: Philip Buckley
Telephone: (415) 419-6841
with a copy to:Burke, Williams & Sorensen, LLP
1901 Harrison Steet, 9th Floor
Oakland, CA 94612-3501
Attention: Benjamin Stock
Telephone: (5 10) 273-8780
2t. De(ault. Failure or delay by either party to perform any covenant, condition or
provision of this Agreement within the time provided herein constifutes a default under this
Agreement. The rnjured party shall give written notice of default to the party in default,
specifying the default complained of. The defaulting party shall immediately corffnence 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.
22. Interpretation. In this Agreement (unless the context requires otherwise), the
masculine, feminine and neuter genders and the singular and the plural shall be deemed to
include one another, as appropriate. The words'oinclude" 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.
23. Entire A8reement. 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.
OAK #4831-3129-6735 vZ 10
24. 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 amplift the terms and provisions hereof,
25. Governing Law. This Agreement and the exhibits attached hereto have been
negotiated and executed in the State of Califomia and shall be governed by and construed under
the laws of the State of Califomia without reference to its choice of laws rules.
?6. 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.
27. 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.
28. Cor+nterparts. 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.
29. Time of Essenqe. Time is of the essence of each provision of this Agreement.
30. Binding Upon Suceessors. The terms and conditions, covenants, and agreements
set forth herein shall apply to and bind the heirs, executors, administrators, assigns and
successors ofthe parties hereof.
31. 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 ror any prior
communications between the parties, whether oral or wriuen, 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
his/her designee after adoption of a resolution or minute action by the City Council of the City of
San Rafael. Seller agrees that this offer shall be acceptable and cannot be revoked for a period of
30 days following presentation by Seller.
32. 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 specified 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.
OAK #4831-3129-6135 vZ 11
33. 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 Agreementl ffid, 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
attomeys, except as specifically set forth in this Agreement, and without duress or coercion,
whether economic or otherwise.
34. 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
nece$sary, helpful, or appropriato to carry out the purposes and intent of this Agreement.
35. Reservation of City's Riqht 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.
IN MTNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first written above.
SELLER:PURCHASER:
DANIEL M. HUMPHREYS AND
THERINE F. HUMPHREYS
By:
Exhibit A
Exhibir B
Exhibit C
Name: DANIEL M. HUMPHREYS
By:
Name: KATHERINE F
Legal Description and Plat Map of the Easement Area
Form of Easement Deed and Certificate of Acceptance
FIRPTA Certificate
CITY OF SAN RAF''AEL, A
California municipal corporation
By:
Name:
Its:
OAK #483 1-3 129-6735 v2 t2
EXHIBIT A * I..EGAL.PESCRIPTION AND PLAT MAPS
ROADWAY EASEMENT
EASEM€NT AREA:
li.1,tr l I i:rrti,,, r'.t]:a, ;r,_i,l I tri.r' ', r.lt,:,-,1:;r:tj ,r: iil,t:1..:
COMMENCINGi: ,t'. "i" ri1 :.i,rj:i!,.,1":r',t.,iIriiit l\J:ii-: lr;,,r!r"li rl 1i -\r.,u:".:t:t,,1, 1,, i,iir,r'ir.j i.l r.
.r',i.1"t.r,i.t.tLrr-,{i,i.lr1t',,,,,i.,,,-:r' ..li.l.L:if:.ri{,(,j.,i:l.ritl,l:l,irltlil F.i:'II.'f.:{,i
"'ij".(,rr-r"lriilr:;lrrilr,,iiJ:.,1-t,lr,']: l',;.ll;;i1,.11]-;:j'fiiil !.(i,:;1 i:[ji:ii-,r,:
i'.r:.'.r,i';i.r,:r' ,r! _-:l;ltl 1,^;ir:,1 .l',1 (.rl !i:t.:ti::frePolNToFB€GtNNING':f t,,i,r.r.Jri.i, "'i,i.,,,ijf:{ iri,il
',.i,.tr r { ti 'l irlj.,,il i.,1,!it- ,, ,l il ,it \il lj , t. Jil.}i.t ir.r,:
:'-i:,"ii i\-ii':ii it:: '13 itil F,i.it lrll : i i{,i,l
f i,'r r-. iji:,11"; :i';i1 i,;r'. 5,1 1.j 'i,ij.,'.;::: . "t: :ltl:1, i:,: 'l j r-1 i.rr: Ji..)il lrji,1 ir: :' r. POINT OF BEGINNING .. I ' r.
''1irrri rrrlrr..rl..it llL,rr ::l,ll l;rr, r: iri i.;',r-j
i r.rrrl,i- 'r: -ii..t :'l !t:ri,-rri.,iirri: I'l)il ar ti,:,,)
l-1.:r r, |1 lil.l' i1r i,l:-,ili ':l i-rl'rtji'/i-;,.r1 f,.:it,:.''' I.4.: r,, i-|r"t: ilrilrrlir
SLOPE EASEMENT
EASEMENT AREA:
l'r1,ri .r i r:Lt;rl, ,: i. r, l.l': r Ltl i !, :lr-ti r:rt,ii .::. ir:; r:.,',:;
r"i;ti1.rr-il"lrL1 rili:i,il,ril :,.til !',,fr,)i{.,r , i"r, l.:r,r:i,i.:.} -::,;'ili-! \ijt':: li)ji.,ti,i,:
t",r,ri {, I,i,rli, ,:. ''i lt; !','iilit .rij ilr; ir,r.l 'l tirt, POINT OF BEGINNING lf :r,i, rr,itr,: -rt,r1,.r. rJr!, .:rr:i j
:. r: i t, ! ii 1 :rr iiii ,r f:.ril i,l ll 'c 1r: ri"l 1i.t,'
:",:r"r i' !,i-r':t: i:.r':l-l :r.1 'o^''r:,: ;lJ {lii k-t'l
:.',:., r, iriil::j i.lrr'lrl ij{l For: I rl lrr iri:::i.r :-,i- ,.,1-,i, i, ,rrr: l;l:,,; I,j [).: ,:i,] i.l,rt.
:'|..:-i,,ilijrJC '.,j rl i li. l'!.r,:ir.jir ,ir., iii.i" lsrl lil ll :r.i::
l: j l: i..rli i^,'i::: :: r. fr-f -
:: t'r.'r .,!tJtir rr.''1i;i .:..1 Fl': -l'r:ll.l ir-r.,-
'' (' \ t(r-" " ' ' F.r:' ,''' ','t'
l"rj'rr: rrlrtri l{ il'' l(l \ti,rl lil ilr.r i*,t,: :,: :'ij POINT OF BEGINNING ,rJ :',r ir('i,','.J,r. ...rli,r' li.ij lr,l,l. lf
,;,'r I
litfrlil ' r) ai.rq It..(li.,,lrt'1{,i-:i i, rtii.i.r' i:.\!
E,::;.: rli Br; "i1". Blri.rr il ril \rirr'i-,:, .i1 [!,:,:.tr' .r i l',1.,t i,' i ;rl ':y iictl,il:
OAK #483 1-3 129-6735 v2
Exhibit A
or
NG
6qVO
APN 013-181-09
POINI OF
COMMENCEMENT
APN 013-135-04
N0519'00'E 10.15'
()
T1 [:
N1320'00-E
11.27'
APN 013-171*05
TlE: N75'58'0O'W
29.01'
+s
APN 013-'.l 71-04
REFERENCE
O FoUND 1 t2" rP & cAP srAiIPED,
"LS 4794"! 31 0S 25
20 'to a 20re
f$tsolr
PLS 8940
ENGII\EERS T 5 JBVEV0FS T PL,dNNEIS
lir Bht 4040 clvlc CENTER DR, #530
SAN RAFAEL, CA 949OJPH: 41 5-910-7960
FAx:415-930-7979
S:biect 78 SOUTHERN HEIGHTS ELVD
ROAOWAY E
By DAC Do t e 'APR 2021 Ct" k d JPSsH[[T 2 0F 4
191384-la-ROA,D-SLOpE-E)6S]*E 2011 ,.-I r.i, '.,' ,
OAK #483 l-3 129-6735 vZ
Exhibit A
BoUrtt$U
4€lo,rr.9
\
*
APN 0'13-135-04
N0519'00'E
13.16'
N62'53'54"W
34.0O'
ti
TIE:
N1320'00'E
11.27'
APN 013-171-05
^\0uri*\TlE: N7558'00"1Y
20.86'
so5'18'00'lY
5.77'$s
sl4t2'OO'W IO.OO'"$s75'56'@'E 6.97'
APN 01 3-171-O+10.11'
REFEBENCE
O FouNo 1 tz' rP & cAP STAMPED,
'Ls 4794-, 31 0S 25
zoro020re
acolc '1" : 20'lal P SHATTUCI( PI^g
PLS 8940
P
iri BhI inl *'*r*5?*"'*'
ENGII-EEHS SJBVEVOES i PLANNEqS
Subiect 78 S0UIHERN HEIGHTS BLVD
sloPE resrurnr
By DAC Oote APR 2021 Chkd.JPSSHETT 4 OF 4
i tgtg84-rr-toF6-sloPE-Ext{s:.,r,': rr 2o2i 1r; ' t lir !:n; r:j
OAK #483 1-3 129-6735 v2
Exhibit A
EXHIBIT B
EASEMENT DEEI)
Recording Requested by and
After Recordation Mail to:
City of San Rafael
1400 Fifth Avenue
San Rafael,CA 94901
Attention:
This document is exemptfrom the
payment ofa recordingfee pursuant to Government Code I 27383
EASEMENT GRANT DEED
WHEREAS, DANIET M. HUMPHREYS AND KATHERINE F. HUMPHREYS
("Grantor") are the owners of that certain real property in the City of San Rafael, County of
Mariru State of California, APN 013-17LA4, commonly known as 78 Southern Heights
Boulevard, San Rafael, California, 94901, as more particularly described in that grant deed filed
as Document No. 2017-0024838, in the Official Records of the County of Marin ("Property").
WHEREAS, Grantor desires to grant the City of San Rafael, a California municipal
corporation ('Grantee"), for itself, its successors and assigns and all those taking by, under or
through it or them, a roadway and slope easement on the Properly.
NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, receipt of
which is hereby acknowledged, Grantor hereby grants to Grantee, an easement to construct,
reconstuct, install, operate, inspect, maintain, replace, remove and use as a roadway, together
with the right of surface ingress and egress for service vehicle access to said facility and the right
to use said easement for staging during periods of construction, reconstruction, installation,
inspection, maintenance, replacement, and removal in, on, across, undef, and through that
portion of the Property, and a slope easement for slopes of cuts and fills adjacent to such right of
way, for purposes of excavating, sloping, cutting, filling, and erection of supporting retaining
walls or other similar facilities, as depicted and more particularly described in Attachment I
attached hereto and incorporated herein, and a slope easement for the right to construct, replace,
remove, maintain or modifr slopes in, upon, over, and across that portion of the Property
depicted and more particularly described in Altachment I attached hereto and incorporated
herein. The provisions hereof shall inure to the benefit of and bind the successors and assigns of
the respective parties hereto.
OAK #4831-3129-6735 v2
Exhibit B
IN MTNESS WHEREOF, the Grantor has caused this Easement Grant Deed to be
executed as ofthe _ day of 2023.
GRANTOR:
DANTEL M. HTIMPHREYS AND KATHERINE F.
HUMPHREYS
By:
[Notary acknowledgment required]
Name: DANIEL M. HUMPHREYS
By:
[Notary acknowledgment required]
NaMe: KATHERINE F. HUMPHREYS
OAK #4831-3129-6735 v2
Exhibit B
Attachment 1
ROADWAY EASEMENT
CASEMENT AREA:
Ll,r!l i.r;ltr::t r" Lrt itrr': a tri.t' , iii!r'.li,ti ,t,. i| ,jr,,,
l 'i- 'r r- r,r ,l Jirr rr(: ,t lr {l !ri qJ i,,.1,11.,, ,, ,,ri: f'lr::rl" il1 '!r Llil illi,.r: i:i. ji' ii:,{r.:
1.',:''rr\.r:,:lrr,:,iilil !6i'ii:;:.:'trirlii,i:,1 ti.r:irt'POtNTOFBEGINNINGT:f l,i,i-i.i,i!"i-:i:rti'...i.,::r.il
:'r! ri, r. !.il : ,-1ii "ri .!.ij\1d t ,1 it .i r,J ti ,,'i. Jil 4;i l;.r-'
:' i, 'i i:. !,i.;':!r ll:. lrl rtll l.r';l 'lil I -r i,.r,l
',{.ri-rt.lfjiir,r, lii:ri. ltt,il ',,r., a'r ;1i i;lii
i. r)ili,1 " 'i: .:i..' ''l :'tl:,;trl itr-'i I' 1.)ti. 1) it\r
ila: t:ri Flr,,,r' :t:; 8r-r:i 'll ;rl':rrr',r:,,.,.:1 l).:ilr.1; l-,1; ," i-i'l':., fir(i)r:]r
SLOPE EAsEMENT
EASEMENT AREA:
1,1,t, ,, i tr,:li r', t. :r"}'t r r.r,,i.,'. r.1{,1i1 ;]i,ri .t:, fr.lri:rrr
COMMENCING.:1 ,r', r,, .' ,rr,-.r:' r.r'i l\-l .j ,,.,rlr-Lr,i'i i;-!1lslp1,,'5,.,1 i.lr''t,:illtrarrli ',-.j-'rr
1 '1"1f i() l'lri rli,,ii.::,1 5,;,.j iii.1ii., ', ,':1, 11,.'-'" ii.l ::;:i..(l 'ri"t,:: 11lJi,'lr:,i.:
: .:"..f. l'!!r,lir :rr i,i ilil i^,i,\t , tl .i:li) ra,r,r :i) :lr,,POINT OF BEGINNING r:i l;,i, ir,J.(-i.r '!a:ii: I rjrri ]r'rl
1-t, r('( i.i": irl, lrL; j.l:lrii l,.l il t. il, ,i-] tl.,L.l
:..i-..r ij ii!t.),1rr t1.:r i-i ::l !n,ij)l 1+ i:il i,,i,:
l"i-,,.rIi\l':itl.lrr lrir.ilt'F,r:' i:i lt,ii."t,::i,)l'.r, .iI:',i. 1.):i:\:tji:,,trj l};.ri,i (.)rrr
:',t,' , r, .lii.lir.i ',.1 ll i
'rr.
1,t.r,:i, tir'-li: i-rtl' t,r:;f li) I l 1r.,,.'
ir\-1il llll ',.a'ri,,,: ', r.i ir't':
'"r' '' \'1'. '' l'.1 I ; I ' ::ll " r:
: i,- rr \{)il;ij :rr'r)i-lijij' t.i!: tr':1, iij,t,r
,,' J
{ tr.ri,r., .i: ir.J:,;1.,'.,ijlr,.t1fr .it,rl r'1,r,(:. i:.,:
l,:',,r lli Dr,.-i "i1r Eri,.: r,l L:f !rrrli.,r. ^rl [],:itc :;-, f..1.1 ,r'i itLr":., iltt.lril.r
OAK #4831-3129-6735 v2
Exhibit B
1S'1S84-14-iiOAo-SLOPE-E)+lBrt*9. i 1'021 i:. I I l, ii ;ii
Plat Map of Road Easement
saurH*^t
g€/o,gI.s
POINT OF
BEGINNING
APN 013-181-09
POINI OF
COMMINCEMENT
APN 013-135-04
N0518'00'E 10.13'
.')
TI E:
N1520'00'E
11.27'
APN 013-171-05
t\!/'
^ I'/(Y)
;-'Jp
$Q
llE: N75'58'0O"W
29-01's,s
?
APN 013-171*04
HEFEBENCE
O F0UND 1 tz' tP & cAP STAMPED,
"LS 4794" 3t 0S 25
2A10070re
6940scolclet
PLS 8940
P
'sr Bltt Subiect 78 SOUIHERN HEI6HTS BIVD
Roe0wnY rasrrrrrrut
Job No 201 91 984-l 4
By DAC Date APR 2021 Chkd JPS
SHIIT 2 OF 4
4O4O CI\4C CENTTR DR. #53O
ENGlheEFs. SJnuEuqFS ] PLII.INEIS
SAN RAFAEL, CA 949OJPH: 415-9lO-7960
FAX: 415-9J0-7979
OAK #483 r-3 129-6't35 vZ
Exhibit B
BLvo
191S4+-14-ROAD-SLOFE-E[{B:d.g 2021 r'r rr,: "]' rr'
PlatMap of Slope Easement
APN 013-135-04
N0519'00"E
13.16'
N62',53'54'W
34.OO'
()
Tttr.
3'20'00"E
11.27'
APN 013-171-05
i?.)
r \,-')
,,1 . ?\i.r r-Y'-..' ltl t.'
rJ l--''
\
\Tlt: N75'58'00'W
20.80'
s0518'00'W
3.77'$$
s1+'02'00'lv 10.00'
s75'59'00'E 6.97'
APN 01J-171-04 NE6'46'00-E
10.11'
REFERENCE
O FouNo 1 tz' tP & cAP STAMPED,
"Ls 4794" 31 0S 25
2o10020re
&ol!iat
PLS 6940
iil Bht 4040 Ctvtc CENIER DR, #53O
SAN RAFAIL, CA 949OJ
Sub,ect 78 SOUIHERN Htl6HTS BIVD
sroFr rnsrr,lrNr
8y DAC Dote APR 2021 Chkd.JPS
PH; 415-9J0-
FAX:415-930-
7950
7979
EFiGII.EEBS, SJFVEVOFS : Pi.ANI.IE+s SHTET 0F4
OAK #4E3 l-3 129-6735 v2
Exhibit B
:i
i
i
i
l
I
APN 013-181-09
POINT OF
COMMTNCEMENT
BourileEN N7559'00'W
16.79'
,?sr6,rrs
B{vo
POINT OT
BTGINNING
Certificate of Accepknce
This is to certifu that the interests in real property conveyed by the Easement Grant Deed
dated 2023, from DANIEL M. HUMPHREYS AND KATHERINE F.
HUMPHREYS, 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 ResolutionNo. of the City Council adopted on 2023, and the
City of San Rafael, as grantee, consents to recordation of said Easement Grant Deed.
Date:2423 By
City Manager
OAK #4831-3 129-6735 v2
Exhibit B
EXHIBIT C
FIRPTA AT 'IDAVIT
Section 1445 of the Intemal Revenue Code of 1954, as amended ("Code"), provides that
a transferee of a U.S. real properly interest must withhold tax if the transferor is a foreign person.
To infomr the transferee that withholding of tax is not required upon the disposition of a U. S.
real properly interest by DANIEL M. HUMPHREYS AND KATHERINE F. HUMPHREYS, as
Transferors, the undersigned hereby certifies the following:
1. Each of the Transferors is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate (as those terms are defined in the Code and the Income Tax Regulations
promulgated thereunder) ;
2. The Transferors' LJ. S. employer identification number or social security number
are [].
3. The Transferors' office address or mailing address is []
The Transferors understand 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 fine, imprisonment, or both.
Under penalty of perjury the undersigned declares that he/she has examined this
Certification and to the best of hisiher knowledge and belief it is true, correcL and complete, and
further declares that he/she has authority to sign this document on behalf of the Transferors.
Dated:2023
By
DANIEL M. HUMPHREYS, a natural
person
By:
OAK #4831-3129-6735 v2
Exhibit C
KATHERINE F. HUMPHREYS, A
natural person
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 of this 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
OLD REPTIBLIC TITLE COMPANY
By:
Name:
Its:
OAK #4831.312%6135 v2