HomeMy WebLinkAboutCC Resolution 14466 (Toyota Property Purchase) 1
RESOLUTION NO. 14466
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL APPROVING
THE PURCHASE OF 1,940 SQUARE FEET OF PROPERTY AT 375 FRANCISCO BLVD
EAST, SAN RAFAEL (APN 14-133-12) FROM THE GERALDINE DEXTER TRUST
ONE ET AL., FOR AN AMOUNT NOT TO EXCEED $223,650
WHEREAS, the City of San Rafael is a municipal corporation that provides services and
public infrastructure to residents, businesses, and visitors; and
WHEREAS, the City of San Rafael owns and maintains numerous properties, buildings, and
rights-of-way that are essential to provide services to the local community; and
WHEREAS, the City has undertaken work on a public street improvement project called the
Grand Avenue Pathway Connector Project (the “Project”), a project to improve the traffic circulation
and safety of Grand Avenue through the installation of pedestrian/bicycle improvements, including
new sidewalks, curbs, gutters, signing, and striping as well as the installation of a new 136’ long by 12’
wide bridge across the San Rafael Canal for the exclusive use of bicycles and pedestrians to be
installed approximately 5’ east of the existing bridge on Grand Avenue south of Second Street, and
sidewalk improvements for bicycles and pedestrians along the southern end of Grand Avenue; and
WHEREAS, the City filed and posted a Notice of Exemption for the Project from April 30,
2012 to May 30, 2012 to comply with the California Environmental Quality Act (“CEQA”) and wishes
to begin construction of the Project in 2018; and
WHEREAS, the Geraldine Dexter Trust One, the George Dexter Bypass Trust and the Dexter
Marital Trust (together the “Property Owner”) are co-owners of a parcel of property located in the City
of San Rafael, County of Marin, State of California, bearing Assessor’s Parcel Number 014-133-12
and commonly known as 375 Francisco Boulevard East, San Rafael, CA 94901 (hereafter “375
Francisco Boulevard East”); and
WHEREAS, as part of the Project, City requires the acquisition of a 1,940 square-foot portion
of 375 Francisco Boulevard East that is directly adjacent to Grand Avenue, for use as part of the Grand
Avenue public right-of-way (the “Right-of-way Property”); and
WHEREAS, on March 17, 2017, the City sent the Property Owner an offer to purchase the
Right-of-way Property pursuant to Government Code section 7267.2 based on its appraised value and
including, as provided by law, the City’s reimbursement of the Property Owner for their own appraisal;
and
WHEREAS, the parties have now reached a negotiated purchase agreement whereb y the City
has agreed to purchase the Right-of-way Property and the associated temporary access and
construction easements for $223,650;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of San Rafael
does hereby authorize the purchase of the Right-of-way Property for the purchase price of $223,650,
with appropriation of funding from the Traffic Mitigation Fund 246 to be transferred to and managed
from the Gas Tax Fund 206, Project No 11173; and authorizes the City Manager to execute, on behalf
2
of the City of San Rafael, the purchase agreement attached hereto as Exhibit A and incorporated
herein, and all other documents required to effectuate the purchase of the Right-of-way Property by the
City, all subject to approval as to form by the City Attorney.
I, LINDSAY LARA, Interim Clerk of the City of San Rafael, hereby certify that the foregoing
resolution was duly and regularly introduced and adopted at a meeting of the City Council of said City
held on Tuesday, the 20th of February, 2018, by the following vote, to wit:
AYES: Councilmembers: Colin, McCullough & Mayor Pro Tem Bushey
NOES: Councilmembers: None
ABSENT: Councilmembers: Gamblin & Mayor Phillips
______________________________
LINDSAY LARA, Interim City Clerk
AGREEMENT 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.
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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.
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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.
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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:
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(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.
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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
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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
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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
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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