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HomeMy WebLinkAboutPW Real Property Purchase - 30 Joseph CourtOFFICE OF THE C.1..T Y... A D M.I..N.I.S T.R.AT O R. COUNTY OF MARIN July 21, 2021 Matthew H. Hymel COUNTY ADMINISTRATOR Via personal -delivery Daniel Eilerman Mr. Jim Schutz ASSISTANT COUNTY City Manager ADMINISTRATOR City of San Rafael Angela Nicholson 1400 Fifth Avenue, Room 203 ASSISTANT COUNTY San Rafael, CA 94901 ADMINISTRATOR RE: County of Marin Executed Purchase Agreement for 30 Joseph Court Marin County Civic Center 3501 Civic Center Drive Dear Mr. Schutz: Suite 325 San Rafael, CA 94903 Please find enclosed five (5) executed originals of the Real Property Purchase 415 473 6358 T Agreement for 30 Joseph Court, San Rafael, approved by the Marin County Board of 415 473 4104 F Supervisors on July 20, 2021 at their public meeting. Also enclosed is a copy of the CRS Dial 711 staff report marked "approved" and the signed Resolution 2021-55 authorizing the www.marincounty.org/cao execution of the Agreement. Please have these originals fully executed with four (4) originals returned to me through A. Fabiola Guillen in the San Rafael Department of Public Works. Once returned to me, I will work with her to deliver one copy to the title company escrow, with an estimated close of escrow on August 31, 2021. Should you have any questions, please feel free to contact me directly, or through Fabiola. Thank you for working with the County of Marin on this transaction. Sincerel David Speer Facilities Planning and Development Manager (415) 473-6016 M A. Fabiola Guillen, City of San Rafael, Sr. Project Manager Department of Public Works (via email) OFFICE OF THE �............... -- ...... .... ............. ................. COUNTY .... ADMIN 15TR.AT.O.R• COUNTY OF MARIN Matthew H. Hymel July 20, 2021 COUNTY ADMINISTRATOR iTll JUL 2 0 2021 U Marin County Board of Supervisors Daniel Eilerman 3501 Civic Center Drive ASSISTANT COUNTY San Rafael, CA 94903 tV1AOF SUPERVISORS BOARD VISORS ADMINISTRATOR SUBJECT: Real Property Purchase Agreement Between County of Marin and the Angela Nicholson City of San Rafael for 30 Joseph Court, San Rafael ASSISTANT COUNTY ADMINISTRATOR Dear Board Members: SUMMARY: On June 15, 2021, your board passed Resolution 2021-44 authorizing the issuance and publishing of the Notice of Intent to Purchase Real Property for 30 Joseph Court, San Rafael, (Assessor Parcel Number 155-081-08). A copy of the staff report, Resolution and the Notice are attached for reference purposes. The Notice has been published in the Marin Independent Journal as required by California Government Code Section 25530 and 6063. The purchase price is one million dollars ($1,000,000.00) The Agreement contains all terms and conditions of the sale including a closing date between 40 and 50 days from the execution of Purchase Agreement by City of San Rafael, anticipated to be August 31 or September 1, 2021. County staff has conducted due diligence investigations including title research, a study of the building's current conditions and a Phase 1 environmental site assessment. If the purchase is approved by your Board, the County will be making findings pursuant to the California Environmental Quality Act ("CEQK) that the acquisition of the Property is exempt from environmental review because it entails the sale and transfer of an existing developed property from city to county ownership, and will not result in any foreseeable impacts on the environment, CEQA Guidelines sections 15061(b)(3), and 15301, Class 1. The Resolution also provides for the filing of the Exemption with the County Clerk. County Counsel has reviewed and approved the Agreement including the Certificate of Acceptance as to form. Also, if the purchase is approved, County staff will deliver the executed Real Property Purchase Agreement to the City of San Rafael for execution and delivery to the title company for escrow. RECOMMENDATIONS: Marin County Civic Center 1. Approve and authorize the President to execute the Real Property Purchase 3501 Civic Center Drive Agreement ("Agreement") between the County of Marin and the City of San Suite 325 Rafael. San Rafael, CA 94903 2. Approve and authorize the President to execute the Certificate of Acceptance 415 473 6358 T of Grant of Interest in Real Property for the Grant Deed from the Cit of San p y y 415 473 4104 F Rafael. CRS Dial 711 www.marincounty.org/coo 3. Approve and authorize the President to execute the Resolution. SUMMARY: On June 15, 2021, your board passed Resolution 2021-44 authorizing the issuance and publishing of the Notice of Intent to Purchase Real Property for 30 Joseph Court, San Rafael, (Assessor Parcel Number 155-081-08). A copy of the staff report, Resolution and the Notice are attached for reference purposes. The Notice has been published in the Marin Independent Journal as required by California Government Code Section 25530 and 6063. The purchase price is one million dollars ($1,000,000.00) The Agreement contains all terms and conditions of the sale including a closing date between 40 and 50 days from the execution of Purchase Agreement by City of San Rafael, anticipated to be August 31 or September 1, 2021. County staff has conducted due diligence investigations including title research, a study of the building's current conditions and a Phase 1 environmental site assessment. If the purchase is approved by your Board, the County will be making findings pursuant to the California Environmental Quality Act ("CEQK) that the acquisition of the Property is exempt from environmental review because it entails the sale and transfer of an existing developed property from city to county ownership, and will not result in any foreseeable impacts on the environment, CEQA Guidelines sections 15061(b)(3), and 15301, Class 1. The Resolution also provides for the filing of the Exemption with the County Clerk. County Counsel has reviewed and approved the Agreement including the Certificate of Acceptance as to form. Also, if the purchase is approved, County staff will deliver the executed Real Property Purchase Agreement to the City of San Rafael for execution and delivery to the title company for escrow. PG. 2 OF 2 FISCAL IMPACT: The fiscal impact of proceeding with the purchase will result in one-time costs of approximately $1,000,000 (one million dollars) plus title insurance and closing costs of approximately $20,000 to $25,000. Funding for this purchase is available within the General Fund non -departmental budget. Staff from the Administrator's Office will work with the Department of Finance fund the escrow for these costs. REVIEWED BY: [ ] Human Resources [ ] Department of Finance [ X ] County Counsel Respectfully submitted, SUBMITTED BY: xzo-�c David Speer Facilities Planning & Development Manager Attachments: Staff Report dated June 15, 2021 Real Property Purchase Agreement Certificate of Acceptance Resolution [X] N/A [ ] N/A [ l N/A REVIEWED BY: Matthew H. Hymel County Administrator Copies to: Stephen Raab, Deputy County Counsel Rachel Reid, Environmental Planning Manager, Community Development Agency COUNTY OF MARIN OFFICE OF THE COUNTY ADMINISTRATOR 3501 Civic Center Drive • Suite 325 • San Rafael, CA 94903 RESOLUTION NO. 2021-55 RESOLUTION OF THE MARIN COUNTY BOARD OF SUPERVISORS AUTHORIZING PURCHASE OF REAL PROPERTY FROM THE CITY OF SAN RAFAEL WHEREAS; the County of Marin, a political subdivision of the State of California, desires to purchase real property commonly known as 30 Joseph Court, San Rafael, California (APN: 155-081-08) (the "Property") at a price of $1,000,000 from the City of San Rafael; and WHEREAS, on June 15, 2021, the Marin County Board of Supervisors adopted Resolution No. 2021-44 authorizing the issuance and publication of a Notice of Intent to Purchase Real Property at 30 Joseph Court from the City of San Rafael; and WHEREAS, the value of the property exceeds $50,000; and WHEREAS, the County of Marin has given notice of the proposed transaction pursuant to the California Government Code; and WHEREAS, this project has been reviewed by the Environmental Planning Manager of Marin County under the provisions of the California Environmental Quality Act ("CEQA") and the State CEQA Guidelines, and the County has determined that there will be no significant environmental impacts, and that a purchase of an ownership interest in real property is exempt from CEQA because it entails the sale and transfer of an existing developed property from city to county ownership, and will not result in any foreseeable impacts on the environment, under State CEQA Guidelines sections 15061(b)(3), and 15301, Class 1; and WHEREAS, the Marin County Administrator's Office recommends the execution of the Real Property Purchase Agreement. NOW, THEREFORE, BE IT RESOLVED, that the Board of Supervisors 1. Finds that the acquisition of this Property is exempt from the California Environmental Quality Act ("CEQA") because it entails the sale and transfer of an existing developed property from city to county ownership, and will not result in any foreseeable impacts on the environment, State CEQA Guidelines sections 15061(b)(3), and 15301, Class 1. The acquisition of the property may necessitate future minor interior and exterior alterations to the existing building on the site. A notice of exemption will be filed upon approval of this Resolution by the Board of Supervisors. 2. Authorizes the purchase of the Property at a purchase price of $1,000,000 (One Million dollars), plus escrow costs and fees, from the City of San Rafael. 3. Approves the Real Property Purchase Agreement between the County of Marin and the City San Rafael, and authorizes the President of the Board of Supervisors to execute the agreement on behalf of the County. 4. Authorizes the County Administrator, with review by County Counsel, to execute miscellaneous documents needed for escrow, and to work with the Department of Finance to facilitate the funding for the close of escrow. Resolution No. 2021-55 Page 1 of 2 PASSED AND ADOPTED at a regular meeting of the Board of Supervisors of the County of Marin held on this 20th day of July 2021, by the following vote: AYES: SUPERVISORS Damon Connolly, Katie Rice, Stephanie Moulton -Peters, Dennis Rodoni NOES: NONE ABSENT: Supervisor Judy Arnold ATTEST: CLERK 44-1 16m. 4r� PRESIDENT, BOARD OF SUPERVISORS Resolution No. 2021-55 Page 2 of 2 REAL PROPERTY PURCHASE AGREEMENT 30 JOSEPH COURT, SAN RAFAEL THIS REAL PROPERTY PURCHASE AGREEMENT ("Agreement"), made and entered into this c10 day of �GI�, 2021 (the "Effective Date"), by and between CITY OF SAN RAFAEL, a charter city (hereinafter referred to as "Seller"), and the COUNTY OF MARIN, a political subdivision of the State of California (hereinafter referred to as "Buyer"): WITNESSETH: WHEREAS, Seller owns the real property and improvements at 30 Joseph Court, San Rafael, CA 94903, Assessor's Parcel Number 155-081-08 (the "Property"), and more particularly described in the legal description Exhibit A, attached; and WHEREAS, pursuant to that certain Lease Agreement by and between Seller, as "City" and Buyer, as "County", dated June 21, 2016, in which Seller granted to Buyer an option to purchase the Property for ONE MILLION DOLLARS ($1,000,000.00) dollars (the "Lease Agreement"), Buyer has investigated and is satisfied as to the suitability of the Property, as applicable, with respect to its current condition, costs, and any or all on-site or surrounding neighborhood conditions, plans and any other material or non -material item ("Due Diligence"); and WHEREAS, Seller desires to sell to Buyer and Buyer wishes to purchase Property upon the terms and conditions set forth below; and WHEREAS, Buyer has opened an escrow account with First American Title Company, escrow number NCS -981325-C. NOW, THEREFORE, BE IT MUTUALLY AGREED: 1. Seller hereby agrees to sell and convey to Buyer and Buyer agrees to purchase from Seller the Property for the sum ONE MILLION DOLLARS ($1,000,000.00) ("Purchase Price") on terms and conditions set forth herein. The Property which Buyer elects to purchase is hereafter referred to as the "Sale Property". (A) The purchase of the Sale Property shall be handled from First American Title Company, National Commercial Services, 1850 Mt. Diablo Blvd., Suite 530, Walnut Creek, CA 94596 ("FATC"), escrow Number NCS -981325-C ("Escrow"). Seller and Buyer shall execute and deliver to FATC any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and close the transactions contemplated hereby, provided such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement. Be (B) The escrow shall close not earlier than forty (40) calendar days or later than fifty (50) calendar days after the Effective Date (unless such close is mutually extended by both Buyer and Seller). If the County Administrator, representing Buyer, and Seller both determine that it is in each party's interest to extend the close of escrow for up to ninety (90) days, then each party will submit to FATC written authorization for the extension. Close of escrow is subject to the conditions in Sections 4 and 5 of this Agreement. (C) The Sale Property shall include the real property and all of Seller's right, title and interest to all equipment, building systems, and fixtures on, in or attached to the Sale Property, its buildings and grounds as related to the Sale Property's use, function and rehabilitation. (D) At the Close of Escrow, Seller shall execute and deliver to FATC a Grant Deed providing title free and clear of all liens and encumbrances to the Sale Property. Additionally, the Grant Deed executed and delivered shall be free and clear of all restrictions, specifically including any restrictions related to the use of the Sale Property as a firehouse and incidental purposes. The Grant Deed shall be substantially in the form provided in Exhibit C. Title shall vest at Close of Escrow in Buyer. "Close of Escrow" shall be the date that the Grant Deed is recorded. (E) From and after the date of execution of this Agreement by Seller through the Close of Escrow, Seller shall: (1) Maintain the Sale Property in its current state until Close of Escrow, excluding ordinary wear and tear and casualty; and (2) Refrain from performing any grading or excavation, construction, or removal of any improvements, or making any other change or improvement upon or about the Sale Property, except as required by the City of San Rafael or any other applicable governmental authority or any improvements or construction of an emergency nature in Seller's sole discretion, about which Seller shall promptly notify Buyer in writing; and (3) Refrain from creating or incurring, or suffering to exist, any mortgage, lien, pledge, or other monetary encumbrances in any way affecting the Sale Property or title, without Buyer's written approval, except such consent shall not be required for any such matter currently in existence and for which Buyer has received notice or that will be removed prior to or upon the Close of Escrow; and (4) Refrain from committing any waste or nuisance upon the Sale Property; and (5) Observe all laws, ordinances, regulations, and restrictions (collectively, the "Laws") affecting the Sale Property and its current use, provided, that, Seller shall not be obligated to take any action with respect to M any pre-existing conditions impacting the Sale Property which do not comply with any applicable Laws; and (6) Preserve the use, possession, and management of the Sale Property and not execute, extend, or otherwise further encumber the Sale Property with leases or other contracts, including any equipment maintenance or service contracts beyond the expected Close of Escrow, unless first approved in writing by Buyer; and (7) Pay all charges for service contracts, association fees and dues, taxes and assessments on the Sale Property up to the Close of Escrow. If Buyer and Seller mutually agree to an extension of the time for Close of Escrow, then such agreement shall include an agreement on what date shall be used for the proration of such items. 2. Subject to and conditioned upon the Close of Escrow, Seller shall: Pay Documentary Transfer Tax, if required, and one half of any Transfer Tax. 3. Buyer shall: (A) Provide FATC with a copy of the Purchase Agreement upon its execution. (B) Deposit with FATC the balance the Purchase Price (with FATC to account for all prior Buyer deposits to escrow that are applicable to the Purchase Price, if any, in cash. (C) Pay all escrow, recording fees, and one half of any transfer tax incurred as a result of the transfer of the Sale Property by Seller to Buyer; and pay the title insurance premium. 4. Seller's obligation to sell and proceed to Close of Escrow for the Sale Property pursuant to this Agreement is subject to the satisfaction or waiver of the following conditions, which are solely for Seller's benefit unless otherwise indicated: Buyer fully performing in all material respects each and every obligation of Buyer under this Agreement (including, without limitation, the payment of the Purchase Price), and Buyer's representations and warranties set forth in this Agreement being true and correct in all material respects as of the Close of Escrow; 5. Buyer's obligation to purchase and proceed to Close of Escrow for the Sale Property pursuant to this Agreement is subject to the satisfaction or waiver of the following conditions, which are solely for Buyer's benefit unless otherwise indicated: (A) The issuance by FATC of an ALTA Owners Extended Coverage Policy of Title Insurance (which title policy shall be paid for by Buyer), for the Sale Property at Close of Escrow, including a mechanics "lien -free" endorsement, to be free and clear of -3- all liens (including Deeds of Trust), encumbrances, encroachments, assessments, easements, and taxes, except and subject only to the following matters: (1) Real property taxes and assessments for the fiscal year in which escrow closes, subject to proration; (2) Easements or rights of way over the land portion of the Property for public or quasi -public utilities or public street purposes, if any; (3) All title exceptions set forth in the Preliminary Report prepared by FATC dated March 19, 2021 and updated March 26, 2021, Order Number NCS - 981325 -C, except for any monetary liens which are to be removed by Seller; (4) Any title exceptions which would be disclosed by an accurate survey or an inspection of the Sale Property; and (B) Seller having performed in all material respects each and every obligation of Seller under this Agreement, and Seller's representations and warranties set forth in this Agreement being true and correct in all material respects as of the Close of Escrow. 6. The following prorations between Seller and Buyer shall be made by FATC computed as of the Close of Escrow: (A) All real estate taxes and assessments attributable to the Sale Property will be prorated as of the Close of Escrow. Seller shall be charged with all such taxes up to, but not including, the Close of Escrow. If the applicable tax rate and assessments for the Sale Property have not been established for the year in which the Close of Escrow occurs, the proration of real estate and/or personal property taxes, as the case may be, will be based upon the rate and assessments. If the Sale Property is not a separate tax parcel, then the real property taxes and assessments allocable to the Sale Parcel for purposes of calculating the prorations shall be based on a fraction, whose numerator is the gross square footage located upon the Sale Property and whose denominator is the gross square footage located within the tax parcel of which the Sale Property is a part; and (B) All utility service charges for electricity, heat and air conditioning service, other utilities, maintenance, taxes other than real estate taxes such as rental taxes, other expenses incurred in operating the Sale Property that Seller customarily pays. Seller and Buyer shall obtain billings and meter readings as of the Close of Escrow to aid in such prorations; and (C) At least two (2) business days prior to the Close of Escrow, the parties shall agree upon all of the prorations to be made and submit a statement to FATC setting forth the same. In the event that any prorations, apportionments or computations made under this Section 6 shall require final adjustment, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the same, but in no event shall such final adjustment occur later than ninety (90) days following the Close of -4- Escrow. Any corrected adjustment or proration shall be paid in cash to the party entitled thereto. 7. Seller makes the representations and warranties set forth below. (A) Except as disclosed in the environmental reports Seller has delivered to Buyer, to Seller's actual knowledge, after reasonable inquiry of Seller, Seller has not received written notice or is otherwise aware of the existence of asbestos, PCB transformers, or other toxic, hazardous or contaminated substances and/or underground storage tanks in, on or about the Sale Property in violation of applicable law. (B) Except as otherwise disclosed in writing to Buyer, to Seller's actual knowledge, Seller has not received written notice of any pending or threatened lawsuits or legal action that are likely to have a material, adverse effect on the Sale Property, or Buyer's intended use thereof. (C) (1) Seller is authorized to execute and deliver this Agreement, and to perform all of its obligations hereunder; (2) this Agreement has been duly authorized on the part of Seller, and is binding upon and enforceable against Seller. Subject to the limitations set forth in Section 10 below, Seller agrees to defend, indemnify and hold Buyer harmless of and from any and all costs, expenses, damages, losses and liabilities arising out of, relating to or resulting from a breach by Seller of any of its representations and warranties set forth in this Section 7(C). The foregoing constitutes Seller's only representations and warranties under this Agreement and with respect to the transactions described herein, and no oral representations or warranties shall be binding on Seller. 8. Buyer warrants that: (A) It has not incurred any brokerage or leasing commissions, finder's fees or like compensation presently due and payable or which will become due and payable to any person, firm, corporation or other entity with respect to or on account of the sale of the Sale Property; and (B) By the Close of Escrow, Buyer will have inspected and evaluated the Sale Property and factors relevant to its use, including without limitation: (1) The physical condition of the Sale Property, including the interior and exterior, the structure, all utilities and all physical functional aspects of the Sale Property; (2) All leases, documents and other materials given to Buyer by Seller affecting the operation of the Sale Property; and (C) (1) Buyer is authorized to execute and deliver this Agreement, and to perform all of its obligations hereunder; (2) this Agreement has been duly authorized on the part of Buyer, and is binding upon and enforceable against Buyer. Subject to the -5- limitations set forth in Section 10 below, Buyer agrees to defend, indemnify and hold Seller harmless of and from any and all costs, expenses, damages, losses and liabilities arising out of, relating to or resulting from a breach by Buyer of any of its representations and warranties set forth in this Section 8(C). 9. The representations, warranties and indemnities set forth in Sections 7 and 8 shall survive for a period of eighteen (18) months following the Close of Escrow. No claim for a breach of any warranty, covenant or obligation by Seller or Buyer (the "Defaulting Party") set forth in Sections 7 and 8 shall be actionable or payable if (i) the other party (the "Non - Defaulting Party") fails to notify the Defaulting Party in writing of such breach and commence a "legal action" thereon within such eighteen (18) month period, or (ii) the breach in question results from or is based on a condition, state of facts or other matter which was actually known by the Non -Defaulting Party prior to the Close of Escrow. All other warranties, covenants and obligations described in this Agreement by Buyer and Seller shall survive delivery of the Grant Deed. 10. If prior to the Close of Escrow any portion of the Sale Property is destroyed or materially damaged or subject to a taking by a public or governmental authority, then Buyer shall have the following rights: (A) If a material portion of the Sale Property is destroyed or materially damaged, then either Buyer or Seller shall have the right, exercisable by giving written notice to the other party within thirty (30) days after receipt of written notice from Seller to Buyer of such damage or destruction, to terminate this Agreement in which event any deposits and all interest accrued thereon shall be immediately returned to Buyer, and any other money or documents in Escrow shall be returned to the party depositing the same. (B) For purposes of this Section 10, damage to the Sale Property shall be deemed to involve a material portion thereof if the estimated cost of restoration or repair, as estimated by Buyer and Seller in their reasonable discretion, of such damage shall exceed 15% of the Purchase Price; and (C) Seller agrees to give Buyer prompt written notice of any taking of, proposed taking of, damage to or destruction of the Sale Property. 11. Except as otherwise expressly set forth in this Agreement, and subject to Seller's representations and warranties set forth in this Agreement, Buyer is purchasing the Sale Property in its existing condition, and upon the Close of Escrow will have made or waived all inspections and investigations of the Sale Property and its vicinity which Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Sale Property. 12. In the event that Seller fails to perform any of the material covenants or agreements contained herein which are to be performed by Seller, Buyer may, at its option and as its exclusive remedy, either (i) terminate this Agreement by giving written notice of termination to Seller whereupon FATC will return to Buyer any deposits, and both Buyer and Seller will be relieved of any further obligations or liabilities hereunder, except for those obligations which expressly survive any termination hereof, or (ii) Buyer may seek specific performance of this -6- Agreement. If Buyer elects the remedy in subsection (ii) above, Buyer must commence and file such specific performance action in the appropriate court not later than forty-five (45) days following such breach of this Agreement. 13. Time is of the essence of all times and dates set forth in this Agreement. All exhibits attached hereto are incorporated herein by this reference. 14. Seller waives any and all claims for relocation assistance by reason of Buyer's purchase and use of the Sale Property. 15. This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements whether oral or written. Any amendment to this agreement, including an oral modification supported by new consideration, must be reduced to writing and signed by both parties before it will be effective. 16. Buyer may assign this Agreement and the rights under it but only to (i) a governmental entity or entities, or (ii) any other entity pursuant to a public or private financing of the acquisition of the Sale Property and/or for Renovations to the Sale Property (collectively, the "Permitted Assignees"), and such assignment must be approved by Seller, which approval shall not be unreasonably withheld. Subject to this Section 16, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, administrators, and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Words used in the singular number shall include the plural, and vice - versa, and any gender shall be deemed to include each other gender. The captions and headings of the Articles, Sections, and Paragraphs of this Agreement are for convenience of reference only, and shall not be deemed to define or limit the provisions hereof. 17. Any and all notices required or permitted under this Agreement or by law shall be given in writing either by personal service or by registered or certified mail, postage prepaid. Any such notice shall be effective as of the date it is mailed or delivered. Notices shall be addressed as shown below for each party, except that, if any party gives notice of a change of name or address, notices to that party shall thereafter be given as shown in that notice. To Seller: City of San Rafael Attn: City Manager 1400 Fifth Avenue, Room 203 San Rafael, CA 94901 To Buyer: County of Marin Attn: County Administrator 3501 Civic Center Drive, Suite 325 San Rafael, California 94903 18. Seller and Buyer agree that this Agreement has been mutually drafted and authored by all the parties. Ambiguities or uncertainties in the wording of this Agreement will not be construed for or against any party, and there shall be no presumption that this Agreement or any provision hereof be construed against the party that drafted this Agreement. 19. This Agreement may be executed in counterparts, and all counterparts together shall be construed as one document. 20. Seller and Buyer agree to execute such additional documents and take such actions as may be reasonable and necessary to carry out the intent and/or provisions of the Agreement. 21. If any term or provision or portion thereof of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision or portion thereof to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 22. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. 23. Unless the context otherwise requires, all periods terminating on a given day, period of days, or date shall terminate at 5:00 p.m. (Pacific time) on such date or dates, and references to "days" shall refer to calendar days except if such references are to "business days" which shall refer to days which are not Saturday, Sunday or a legal holiday. Notwithstanding the foregoing, if any period terminates on a Saturday, Sunday or a legal holiday, under the laws of the State of California or County of Marin, the termination of such period shall be on the next succeeding business day. -s- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. CITY OF SAN RAFAEL (SELLER) k1-6- & a t%- - KAYE COLIN, Mayor ATTEST: 4k LINDSAY LARA, City Clerk APPROVED AS TO FORM: ROBERT EPSTEIN, City Ati6mey -9- COUNTY OF MARIN (BUYER) DENNIS ROD I, President of the Board of Supervisors ATTEST: MATTHEW VEL, Clerk APPROVED AS TO FORM: BRIAN WASHINGTON, County Counsel By: STEPHEN RAAB, Deputy I hereby certify under penalty of perjury that the President of the Board of Supervisors was duly auth rized to execute this document on behalf of the County of Marin by a vote of the Board on _ 3-0y o-O, 10 A I; and that a copy has been delivered to the President as provided by Government Code section 25103. DATED: r7--/ Xo / 2-1 Matthew H. Hymel, Clerk, Board of SgWr-visors By: ! F F w LIST OF EXHIBITS Exhibit A-1: Property parcel map Exhibit A-2: Property Legal Description Exhibit B: Form of Grant Deed moo \ EXHIBIT A-1 Property Parcel Man: APN 155-081-08 W839 51'00.f E (R 186.fi0' OD klA.461 UEnt w American Tirle Insurance Compm Flle No: 981325 LO_Wn: Marin County, CA Legend = Pla ® 03123/1960 Bk1353 Pg605 (Public UUldies) r ;"L EXHIBIT A-2 PROPERTY LEGAL DESCRIPTION LEGAL DESCRIPTION Real property in the City of San Rafael, County of Marin, State of California, described as follows: BEGINNING AT A POINT ON THE NORTHERLY LINE OF LOT 4, AS SHOWN ON THE MAP ENTITLED "MAP OF MARIN PROFESSIONAL CENTER UNIT 1" FILED FOR RECORD MARCH 03, 1958 IN BOOK 9 OF MAPS, PAGE 94, MARIN COUNTY RECORDS; SAID POINT BEING DISTANT THEREON NORTH 731 24' 28" EAST 24.27 FEET FROM THE INTERSECTION OF THE COURSES "NORTH 600 00' EAST 420.00 FEET AND NORTH 730 24'28" EAST 340.44 FEET" AS SHOWN UPON THE ABOVE ENTITLED MAP; RUNNING THENCE NORTH 120 13' 00" WEST 61.23 FEET; THENCE SOUTH 890 51' 00" WEST 186.60 FEET; THENCE ON A CURVE TO THE RIGHT WHOSE CENTER BEARS SOUTH 890 51'00" WEST 45.00 FEET THROUGH A CENTRAL ANGLE OF 510 22'00" AN ARC DISTANCE OF 40.34 FEET; THENCE SOUTH 400 08' 39" EAST 123.44 FEET TO A POINT ON THE NORTHWESTERLY LINE OF LOT 4, MAP ABOVE REFERRED TO; THENCE ALONG THE NORTHWESTERLY LINE OF SAID LOT 4, MAP ABOVE REFERRED TO, NORTH 600 00' EAST 129.60 FEET AND NORTH 730 24' 28" EAST 24.27 FEET TO THE POINT OF BEGINNING. ALSO SHOWN AS LOT 8 ON THE MAP ENTITLED "MAP OF COMMONWEALTH LIGHT INDUSTRIAL SUBDIVISION", FILED FEBRUARY 18, 1960 IN BOOK 10 OF MAPS, PAGE 51, MARIN COUNTY RECORD. APN: 155-081-08 EXHIBIT A-2 -I- RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: A.P.N.. EXHIBIT B FORM OF GRANT DEED space Above TW line Ihr Reowders Use Only GRANT DEED File No.: (� The Undtrstgnld Gefltor(s) ❑KWe(s): DOCUMENTARY TRANSFER TAX $ :CITY TRANSFER TAX $ SURVEY M MMEKT FEE; computed an the cansideratiD* or full value d p -,-party conmyed, OR compute[) an ttrf tgruirSera:;On or M vakm less value of lens andjor err-umbrancesm ining at tlMe of sale, Wmmrporated area; { ] Elly of . and FOR A VALUABLE CONSIDERATION, reoefpt of which Is hereby acknowledged, _ hereby GRANT'S to the following described property in the of County of . State of Dated: Mtail Tax 5tatelnaTo: SAME AS ABOVE EXHIBIT B -I- A,P.N.: Grant Deed - continued File No.' (—) Date: _/J_ STATE OF } }ss, COUNTY OF } On _. _ — - before me __ . personally appeared personalty k-iown to me (or proved to me on the basis of satisfactory evidence! to be the person(s) whose name(s) is/are suhsrribed to the within Instrument and acknowledged Co me that heishe/they executed the same in his/herjtheir auM. rized capacity(ies) and that his/her/their stgriature(s) an the irstmment the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature My Commission Expires: This area for oiibal nmtatw seal Notary Name: Notary Phone: _ Notary Registration Number-. - County of Principal Place of Business: "2&2 EXHIBIT B -2- RAN rrT ti 7WITH P r�� CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Faby Guillen-Urfer Extension: 3435 Contractor Name: Real Property Purchase Agreement by and between City of San Rafael and County of Marin — 30 Joseph Court Contractor's Contact: David Speer Contact's Email: DSpeer@marincounty.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor n/a b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org 4/23/2021 2 City Attorney a. Review, revise, and comment on draft agreement 5/12/2021 and return to Project Manager b. Confirm insurance requirements, create Job on n/a PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to ❑ contractor 4 Project Manager Forward three (3) originals of final agreement to contractor for their signature 5 Project Manager When necessary, contractor -signed agreement © N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY enter a date. PRINT 6 Project Manager Forward signed original agreements to City 7/22/2021 Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement Ok- Review and approve insurance in PINS, and bonds 8 City Attorney (for Public Works Contracts) Agreement executed by City Council authorized official 9 City Manag Mayor Attest signatures, retains original agreement and 10 City Clerk Q forwards copies to Project Manager U O� f1 R /20 21 „ F�