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HomeMy WebLinkAboutCM 620 Canal Street Purchase and Sale Agreement4907-9224-5325 v15 1 PURCHASE AND SALE AGREEMENT (Canal Street Property) This Purchase and Sale Agreement (“Agreement”) dated August __, 2025, is by and between The Trust for Public Land, a California nonprofit public benefit corporation ("Seller" or “TPL”), and the City of San Rafael, a municipal corporation ("Buyer”). Buyer and Seller may be collectively referred to herein as the “Parties.” RECITALS A. The addresses and telephone numbers of the Parties to this Agreement are as follows. Telephone numbers are included for information only. SELLER: BUYER: The Trust for Public Land 23 Geary Street, Suite 1000 San Francisco, CA 94108 Mailing address: P.O. Box 889336 Los Angeles, CA 90088-9336 Attn: Erica Williams Tel: (415) 686-4398 Email: erica.williams@tpl.org City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Attn: Community Economic Development Director Tel: (415) 485-3460 Email: micah.hinkle@cityofsanrafael.org Copies of any notice to Seller should also be sent to: The Trust for Public Land 23 Geary Street, Suite 1000 San Francisco, CA 94108 Mailing address: P.O. Box 889336 Los Angeles, CA 90088-9336 Attn: Tily Shue, Esq. Tel: (415) 279-5465 Email: tily.shue@tpl.org Copies of any notice to Buyer should also be sent to: Burke, Williams & Sorensen, LLP 181 3rd Street, Suite 200 San Rafael, CA 94901 Attn: Nira Doherty, Esq. Tel: (415) 755-2600 Email: ndoherty@bwslaw.com B. Seller has entered into that certain Purchase and Sale Agreement, dated for reference purposes as of December 6, 2024, with an Effective Date of December 20, 2024, as amended by that certain First Amendment to Purchase and Sale Agreement, dated and effective as of March 20, 2025, by that certain Second Amendment to Purchase and Sale Agreement, dated and effective as of May 12, 2025, and by that certain Third Amendment to Purchase and Sale Agreement, effective as of July 18, 2025, with the current landowners, Michael Russo and Anthony Russo, Trustees of The Anthony Cavallo Trust (collectively, “Landowner”) (“Seller- Landowner PSA”), which allows Seller, as the buyer thereunder, to acquire certain real property located in the County of Marin, State of California, commonly known as the Canal Street Property and further identified as Assessor Parcel No. 014-162-01, which comprises approximately 1.69 acres and is more particularly described on Exhibit A attached hereto and Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 2025.0030 4907-9224-5325 v15 2 incorporated herein by this reference. Said real property, together with any and all structures, improvements, fixtures, equipment, minerals, groundwater and riparian rights and all rights appurtenant to it, including but not limited to water rights, mineral rights, grazing rights, and access rights, will be referred to in this Agreement as the "Property." C. Following acquisition of the Property from Landowner, Seller desires to convey the Property to Buyer for park and open space preservation purposes (collectively, the “Park”), by, either of the following means, as agreed to by Seller and Buyer: (i) a direct deed from Landowner directly to Buyer; or (ii) in a “back-to-back” transaction from Seller to Buyer once Seller has acquired the Property from Landowner. Buyer is willing to acquire the Property from Seller on the terms and conditions set forth in this Agreement. D. Seller and Buyer acknowledge and agree that the contemplated development by Buyer of the Property to create the Park and ancillary uses related thereto will actually occur as funds become available to Buyer, and currently, Buyer is not able to predict the period of time over which such funds may be secured. Further, during the period of time that Buyer is working to secure such funds, the Property may be used for ancillary uses, such as for an urban community space that may include, among other uses, food trucks, vendors and community events. E. Seller is a conservation organization having among its purposes the acquisition, for the benefit of the public, of open space, scenic and recreational lands. Seller is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and is included in the "Cumulative List of Organizations described in Section 170(c) of the Internal Revenue Code" published by the Internal Revenue Service. Seller is not a private foundation within the meaning of Section 509(a) of the Internal Revenue Code. In consideration of the foregoing, which are incorporated herein by reference, the covenants and conditions contained herein and good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Purchase and Sale Terms. 1.1 Effective Date. This Agreement shall be effective as of the date this Agreement is fully signed and delivered by both Parties (the “Effective Date”). 1.2 Purchase Price. Subject to Seller’s prior acquisition of the Property from Landowner, Seller shall sell the Property to Buyer and Buyer shall buy the Property for the full purchase price of One Million Eight Hundred Fifty Thousand and 00/100 Dollars ($1,850,000.00) (“Purchase Price”), payable to Seller in cash at the Close of Escrow, as defined in Section 4. 2. Conditions to Closing. The Parties' respective obligations to close the sale of the Property shall be conditioned upon all of the following occurring at the applicable time described below: (a) Due Diligence. Buyer's written approval of the title, physical, and environmental condition and all other elements of the Property, not later than October 16, 2025 Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 3 (“Due Diligence Deadline”); provided, however, with respect to the environmental condition of the Property, Buyer’s execution and delivery of this Agreement constitutes Buyer’s delivery to Seller, as of the Effective Date, of Buyer’s written approval of such environmental condition. Seller will provide to Buyer all Seller’s Reports, as those reports are defined in Section 3(a)(ii) below, by no later than the Effective Date. (b) Buyer’s Approval of Title. Buyer's approval of the condition of title of the Property by the Due Diligence Deadline. The following exceptions shown on the Preliminary Report (the "Permitted Exceptions") are approved by Buyer: (i) exceptions for a lien for local real estate taxes and assessments expressly stated as being not yet due or payable, (ii) the standard preprinted exceptions and exclusions of the Title Company; and (iii) any other exception shown on the Preliminary Report, other than exceptions for monetary liens, including, without limitation, all deeds of trust, which Buyer does not object to by written notice to Seller prior to the Due Diligence Deadline. In the event that any changes to Title occur after Buyer’s approval of Title, Buyer shall have the right to review and approve or require that said changes be removed as an encumbrance on title to the Property title prior to Closing. (c) Measure A Grant Agreement. With respect to the Measure A Grant Agreement described herein: (i) City has entered into that certain Grant Agreement for Disbursement of Tax Proceeds From the Measure A Parks and Open Space Program for the Purpose of Preserving Natural Lands and Park Access Between County of Marin and the City of San Rafael pursuant to which the County of Marin will grant Buyer the sum of $1,350,000.00 (“Measure A Grant Agreement”) in a form reasonably acceptable to City, (ii) the Board of Supervisors of the County of Marin has approved the Measure A Grant Agreement and the grant described therein without any reduction in the amount of the grant sum, as described in this Section 2(c), and (iii) the County of Marin has delivered the entire grant sum of $1,350,000.00 into the escrow held by the Escrow Holder. (d) Buyer’s Contribution towards the Purchase Price. Buyer’s City Council has approved its contribution of Five Hundred Thousand and 00/100 Dollars ($500,000.00) (“City Funds”) towards the Purchase Price. Buyer shall deposit said funds with Escrow Holder no later than one (1) days before Close of Escrow. (e) Seller-Landowner PSA Closed. Seller has closed the real estate transaction with Landowner under the Seller-Landowner PSA consistent with the applicable escrow instructions and as required under this Agreement. (f) Appraisal. Buyer has approved the appraisal of the Property prepared at the request of TPL by Siobhan Semple Stoddard, a state-licensed appraiser (“Appraisal”) by the Buyer, dated April 7, 2025, with a valuation date of March 26, 2025. (g) Property Vacant/Lease Indemnity. At Closing, (i) all Leases for any portion of the Property have been terminated, (ii) the Property is “vacant” meaning that all tenants, licensees and occupants previously located thereon or with any form of rights to be located thereon have vacated the Property and all personal property, boats including all dry docked boats and boats within rented slips, houseboats (whether navigable or not), vehicles, debris and garbage related thereto or arising therefrom has been removed, (iii) no later than five Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 4 (5) business days prior to the Due Diligence Deadline, Seller delivered to Buyer a reasonably detailed list of improvements and structures Seller proposes to leave at the Property, and (iv) no later than five (5) business days prior to the Due Diligence Deadline, Seller delivered to Buyer written evidence that Seller has obtained the Lease Indemnity (as defined in Section 3(b)) in form and substance acceptable to Buyer. (h) Walk-Through. Prior to Closing, Seller and Buyer have conducted a walk-through of the Property and Buyer has determined in its reasonable judgment, that the Property is vacant, as described in Section 2(e). (i) Representations. At Closing, all representations and warranties of the Parties shall be true and correct in all material respects. (j) City Council Approval. Buyer has obtained approval by its City Council of the execution of this Agreement by the City Manager and the consummation of the real estate transaction for the Property described herein. (k) Other Obligations. Satisfaction of all the obligations stated herein by both Buyer and Seller, within the time periods provided in this Agreement (if any). If any condition precedent described in this Section 2 is not timely satisfied or expressly waived in writing prior to Closing by the party for whose benefit it exists, said benefited party may terminate this Agreement by delivering written notice to the other party, in which event the Parties shall have no further obligation to each other under this Agreement, except those obligations that expressly survive termination, as described in this Agreement. 3. Condition of the Property. (a) Due Diligence. Buyer and Seller agree that, prior to the Due Diligence Deadline described in Section 2(a) or at the time described below: (i) Buyer shall have had the opportunity to study all aspects or circumstances of the Property, which Buyer deems material or relevant; (ii) Buyer shall have received from Seller by no later than July 16, 2025, all documents, agreements and materials in Seller's possession, which Buyer deems material or relevant with respect to the Property, including without limitation any environmental reports prepared by Seller or in Seller's possession for the Property ("Seller's Reports"). The Seller’s Reports shall include, without limitation, the following: (1) written leases, licenses and occupancy agreements between Landowner and third parties, including a list of any oral and written arrangements, licenses and occupancy agreements between Landowner and any third parties, as referred to below in Section 3.(b), including any additional oral or written arrangements, licenses and occupancy agreements entered into by Landowner after the Due Diligence Deadline (collectively, “Leases”); (2) the Preliminary Title Report (the “Title Report”) from Chicago Title Company; (3) the Appraisal commissioned by Seller, and (4) a Phase One Environmental Site Assessment. Seller makes no representation or warranties as to the accuracy, completeness or conclusions of Seller's Reports; and Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 5 (iii) Buyer and Buyer's consultants, agents, engineers, inspectors, surveyors, contractors, and employees shall have access to the Property during regular business hours for the purpose of performing due diligence; and (iv) Buyer shall have had the opportunity to make all inspections and verifications which Buyer deems necessary in its sole discretion for the completion of Buyer's due diligence review related to the Property, the Park and ancillary uses related thereto, as further described in this Agreement. (b) Leases. Seller has informed Buyer of the Leases related to spaces located on the Property which Landowner has entered into with various third parties for dry boat storage or slip rentals, as described on Schedule A attached hereto and incorporated herein by this reference, all of which Seller shall cause Landowner to terminate on or before Close of Escrow. Landowner has agreed with Seller that any and all new Leases that Landowner may enter into prior to Close of Escrow shall terminate on or before Close of Escrow, and copies of any such Leases shall promptly be provided to Seller and Buyer. With respect to the Leases, Seller hereby agrees that it shall use best efforts to obtain from Landowner through the Seller-Landowner PSA (or an amendment thereto) an agreement from Landowner to defend (with counsel acceptable to Seller and City), indemnify and hold harmless Seller and its successors and assigns, including City and its elected and appointed officials, agents, officers, employees and contractors from and against any and all actions, claims, damages, liabilities, or expenses (“Claims”) that may be asserted by any party arising out of or in connection with any of third parties claiming a right to possess, occupy or use any portion of the Property pursuant to a Lease, including, without limitation, the termination thereof, except to the extent arising from or related to the gross negligence or intentional misconduct of Seller or City, provided that the gross negligence or intentional misconduct of Seller or City shall only impact the individual indemnity rights of the party who was grossly negligent or acted intentionally (“Lease Indemnity”). In other words, the gross negligence or intentional misconduct of City or Seller shall not impact the other party’s Lease Indemnity rights. To evidence Seller’s compliance with its obligation to obtain the Lease Indemnity, Seller shall deliver to City, at the time described in Section 2(g), a written copy of the Lease Indemnity that has been incorporated into the Seller-Landowner PSA (or an amendment thereto), which Lease Indemnity shall be acceptable to City in form and substance. (c) No Representations or Warranties. Except as otherwise expressly set forth in this Agreement, Buyer acknowledges and agrees that Seller makes no representations or warranties as to the physical condition of the Property or in connection with any matter relating to its condition, value, fitness, use or zoning on which Buyer has relied directly or indirectly. Buyer further acknowledges and agrees that, except as expressly set forth in this Agreement, Seller's cooperation with Buyer in connection with Buyer's due diligence review of the Property, whether by providing the Seller's Reports or any other documents, or permitting inspection of the Property, shall not be construed as any warranty or representation, express, implied or statutory, of any kind with respect to the condition of the Property. (d) As-Is Condition of Property. Except as otherwise expressly provided for below, Buyer acknowledges and agrees that prior to Closing it will have had an opportunity to inspect and investigate every aspect of the Property, including all matters related to legal status or requirements, physical condition, zoning, environmental condition, title, leasing, contracts and Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 6 all other matters of significance. Except for and subject to the representations, warranties, and covenants of Seller expressly set forth in this Agreement, Buyer specifically acknowledges and agrees that the Property is being sold in an “AS-IS” condition and “WITH ALL FAULTS” as of the date of the Closing. Except as expressly set forth in this Agreement, no representations, warranties, or covenants have been made or are made and no responsibility has been or is assumed by Seller, or by any officer, employee, agent or representative acting or purporting to act on behalf of Seller, as to any matters concerning, or that might in any manner affect, the Property, including the condition or repair of the Property or the value, expense of operation, or income potential thereof, and Buyer is not relying upon any such statement, representation or warranty. Further, to the extent that Seller has provided to Buyer information or reports regarding any inspection, engineering, environmental or other matters regarding any aspect of the Property, Seller makes no representations or warranties with respect to the accuracy, completeness, methodology of preparation or otherwise concerning the contents of such reports. Buyer acknowledges that Seller has requested that Buyer inspect fully the Property and investigate all matters relevant thereto and to rely solely upon the results of Buyer’s own inspections or other information obtained or otherwise available to Buyer, rather than any information that may have been provided by Seller to Buyer, other than Seller’s express representations, warranties, and covenants set forth in this Agreement. 3.2 Changes in Condition. (a) Seller’s Notice. Seller shall notify Buyer in writing of a Change in Condition promptly after Seller is aware of such Change in Condition. Any of the following events are deemed to be a “Change in Condition”. For purposes of this subsection (a), the term “Seller Representative” shall mean Erica Williams, or their respective duly appointed successors or assigns, or any representative, agent, or employee of Seller: (1) New exceptions to title which appear on any supplemental title report issued by the Title Company prior to Close of Escrow and which are not acceptable to Buyer (“Supplemental PTR”); (2) Receipt by Seller Representative, without any duty to inquire, of actual or constructive notice or information prior to Close of Escrow of material adverse damage or destruction to the Property or any portion thereof which occurs prior to Close of Escrow; or (3) Receipt by Seller Representative of information or change of circumstance that would make Seller’s representations and warranties in Section 9 materially untrue as of the Closing Date. (b) Buyer’s Options. If a material Change in Condition occurs which materially affects the value of the Property, other than any change caused by acts or omissions of Buyer or its representatives, agents, or invitees, Buyer shall have the right, at its option, as set forth in a written notice delivered to Seller by the earlier of the date of Closing or ten (10) business days after Seller notifies Buyer of the Change in Condition, to either (i) terminate this Agreement and neither party shall have any further liability or obligation to the other except for either Parties’ obligations which are expressly intended to survive; or (ii) proceed with the purchase of the Property, and accept the Property without remedy for the Change in Condition, Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 7 without any monetary credit, and without a reduction in the Purchase Price (except as set forth in this paragraph) (collectively, a “CIC Termination Deadline”). If Buyer does not deliver any notice to Seller by no later than the CIC Termination Deadline, Buyer shall be deemed to have elected option (i). In the case of an insured casualty, if Buyer does not terminate this Agreement and agrees to accept the Property, all proceeds of any insurance received by Seller as of Closing as a result of such Change in Condition shall be paid to Buyer at Closing or, if Buyer elects to proceed to Closing, all right, title and interest in such proceeds shall be assigned to Buyer in writing at Closing. In the case of a condemnation/eminent domain proceeding, if Buyer does not terminate the Agreement, then the total of all proceeds and awards received by Seller as of Closing shall be paid to Buyer at Closing or, if Buyer elects to proceed with Closing, all right, title and interest in the proceeds and awards to be received by Seller as a result of such proceedings shall be assigned to Buyer in writing at Closing . 4. Escrow and Closing. Seller has opened an escrow with Chicago Title Company, Terina J. Kung, Vice President, Branch Manager, Senior Commercial Escrow Advisory; email: kungt@ctt.com Direct Line: (415) 291-5128 (the "Escrow Holder") for the purpose of closing the sale of the Property. Escrow shall close on the date that is thirty (30) days after the date on which all contingencies have been satisfied or waived by both Parties in writing or such other date as mutually agreed to by the Parties (the “Close of Escrow”). However, the Close of Escrow may be extended by either Seller or Buyer for up to one (1) additional period of thirty (30) calendar days by written notice to the other party (“Close of Escrow” or “Closing”). 5. Documents. (a) Seller’s Documents. At least one (1) business day prior to the Close of Escrow, Seller shall deposit with Escrow Holder: (i) one (1) original duly executed, acknowledged and dated grant deed in a form suitable for recordation and in the form of Exhibit B attached hereto, conveying to Buyer marketable, record, fee simple title to the Property only encumbered by the Permitted Exceptions (“Grant Deed”), which Grant Deed shall be recorded in the Official Records of Marin County, California at the Close of Escrow; (ii) one (1) original duly executed and dated affidavit from Seller (or Landowner if deeded directly from Landowner) which satisfies the requirements of Section 1445 of the Internal Revenue Code, as amended, in the form attached hereto as Exhibit C. Seller hereby represents and warrants that it is and shall at Closing certify that Seller is not a "foreign person", and is exempt from such section’s withholding requirements; (iii) one (1) original duly executed and dated California Form 593. Seller hereby represents and warrants that Seller is and shall certify at Closing that Seller (or Landowner if deeded directly from Landowner) is a California resident pursuant to Revenue and Taxation Code Section 18662 and 18668, as amended and is exempted from such sections’ withholding requirements; (iv) one (1) duly executed and dated joint escrow instructions reasonably satisfactory to both Parties, which shall instruct Escrow Holder in its closing of this Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 8 transaction pursuant to the terms herein, the provisions of which shall not conflict the provisions of this Agreement (“Joint Escrow Instructions”); and (v) such other instruments and documents as may be reasonably required by Escrow Holder to transfer the Property to Buyer. (b) Buyer’s Documents. At least one (1) business day prior to the Close of Escrow, Buyer shall deposit with Escrow Holder: (i) one (1) duly executed and dated counterpart of the Joint Escrow Instructions; (ii) one (1) Preliminary Change of Ownership Report form duly executed by Buyer; and (iii) such other instruments and documents as may be reasonably required by Escrow Holder to transfer the Property to Buyer. 6. Funds. At least one (1) business day prior to the Close of Escrow, and provided that Escrow Holder has notified Buyer that Seller has delivered all of the documents described in Section 5(a) above and is ready, willing and able to proceed to close the transaction in accordance with the terms of this Agreement, Buyer and/or Seller shall deposit or shall cause to be deposited with the Escrow Holder the Purchase Price (plus or minus additional sums as may be credited/debited to Buyer hereunder), which funds shall be transferred to Seller by Escrow Holder only after all of Seller’s obligations in this Agreement have been met and the Grant Deed has been recorded. (a) Prorations. All real and personal property taxes based on the most recent property tax bills available, rents, issues, expenses, and profits from the Property shall be prorated as of the Close of Escrow; provided that the Parties recognize that Buyer is exempt from such taxes. Any tax bills received by Buyer after the Close of Escrow relating to a period prior to the Close of Escrow shall be prorated between the Parties as if said tax bills had been available as of the Close of Escrow. The provisions of this Section 6(a) shall survive the Close of Escrow. (b) Closing Costs. (i) Seller shall pay the following closing costs: (A) any applicable documentary tax, sales tax, or real property transfer tax, and (B) one-half (1/2) of the escrow fees, including those attributable to the processing of any documents that may be necessary for Seller to convey its real property interests,. (ii) Buyer shall pay the following closing costs: (A) one-half (1/2) of the escrow fees, except those attributable to the processing of any documents that may be necessary for Seller to convey its real property interests; (B) recording fees for the Grant Deed, if any; and (C) the premium for the Title Policy, as further described in Section 8. Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 9 Other fees and charges will be allocated according to custom of the county in which the Property is located. Each party shall pay its own attorneys’ fees and other expenses incurred by it in connection herewith. 7. Title. Seller shall convey, or cause to be conveyed, to Buyer by Grant Deed a fee simple interest in the Property, free and clear of all monetary liens and encumbrances, including all deeds of trust, except the Permitted Exceptions and any other matters approved in writing by Buyer. 8. Title Insurance. Seller will provide, at Buyer’s expense, a CLTA, standard coverage, owner's policy of title insurance in the amount of the Purchase Price paid for the Property, insuring that title to the Property is vested in Buyer upon Close of Escrow, subject only to the Permitted Exceptions approved by Buyer or deemed to be approved by Buyer if no objections were made prior to the Due Diligence Deadline. If Buyer elects to obtain an ALTA extended owner's policy then Buyer shall pay for such incremental cost of such ALTA policy, together with the cost of any survey which may be required for Title Company to issue an ALTA extended policy of title insurance to Buyer. 9. Seller's Representations. Seller makes the following representations: (a) At the Close of Escrow, Seller will have the power to convey the Property to Buyer as described in this Agreement. Such conveyance may be through a Grant Deed directly from Landowner to Buyer at Seller’s direction. (b) Seller has full power and authority to execute and deliver this Agreement, and to consummate the transactions provided herein. The persons signing this Agreement for Seller have full power and authority to sign for Seller and to bind it to this Agreement. (c) Seller has no actual knowledge of any violations of any law, order, ordinance, or regulation affecting the Property. (d) Seller has not received notice and has no knowledge of, any pending or threatened condemnation of all or part of the Property. (e) This Agreement and the other documents to be executed by Seller hereunder, upon execution and delivery thereof by Seller, will have been duly entered into by Seller, and will constitute legal, valid and binding obligations of Seller, subject to the conditions precedent set forth in Section 2. Neither this Agreement nor anything provided to be done under this Agreement violates or shall violate any contract, document, understanding, agreement or instrument to which Seller is a party or by which it is bound. (f) Seller has no actual knowledge of any unrecorded agreements affecting the Property. (g) For purposes of California Health and Safety Code Section 25359.7, the delivery from Seller to Buyer of the Seller's Reports constitutes written notice to Buyer under such code section that Seller hereby knows or has reasonable cause to believe, that a release of hazardous substance has come to be located on or beneath the Property. Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 10 (h) Seller represents and warrants that it is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code. Seller's United States Taxpayer Identification Number is 23-7222333. (i) Seller has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have been in violation of any Environmental Law or informing Seller that the Property is subject to investigation or inquiry regarding Hazardous Materials on the Property or the potential violation of any Environmental Law as defined in Exhibit E. Seller agrees to disclose to Buyer all material findings in respect to the condition of the Property that Seller may discover which findings are not contained in the Title Report or Seller Reports delivered to Buyer. ”Seller's knowledge" or "known to Seller" or "Seller may discover" as used in this Agreement means or pertains to the actual knowledge of Erica Williams, without implying any duty of investigation or inquiry. There shall be no personal liability on the part of Erica Williams arising out of any representations or warranties made herein. 10. Buyer's Representation. Buyer represents and warrants the following: (a) Buyer has the power and authority to enter into this Agreement and the persons signing this Agreement for Buyer shall have full power and authority to sign for Buyer at Close of Escrow and to bind it to this Agreement and Buyer has the power and authority to consummate the transaction contemplated herein. (b) Buyer shall exercise good faith efforts in conducting Buyer’s due diligence in connection with the transaction contemplated by this Agreement. (c) Buyer agrees to inform Seller of all material findings in respect to the condition of the Property that Buyer may discover in the conduct of Buyer’s due diligence, to the extent such findings are not otherwise described in Seller’s Reports. 11. Hazardous Materials. To Seller's knowledge, the Property is not in violation of any federal, state, or local law, ordinance, or regulation relating to industrial hygiene or to the environmental conditions on, under, or about the Property, including but not limited to soil and groundwater conditions. To Seller's knowledge there are no environmental, health, or safety hazards on, under, or about the Property, including but not limited to soil and groundwater conditions. Neither Seller nor, to Seller's knowledge, any third party (including but not limited to Seller's predecessors in title to the Property), except as reflected in that certain environmental assessment report dated May 28, 2025, prepared by Citadel EHS, and that certain Phase 1 Environmental Assessment Report dated June 23, 2025, prepared by Amicus Strategic Environmental Consulting, has used or installed any underground tank, or used, generated, manufactured, treated, stored, placed, deposited, or disposed of on, under, or about the Property or transported to or from the Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances, or other Hazardous Materials as defined in Exhibit D. As used in this Agreement, the term “Seller’s knowledge” shall mean the actual knowledge of Erica Williams or her duly appointed successors or assigns, without any duty of inquiry or Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 11 investigation and without any personal liability. Risk of Loss. All risk of loss shall remain with Seller until Close of Escrow. In the event the Property or any portion thereof is destroyed or damaged after the Effective Date of this Agreement and prior to Close of Escrow therefore, Buyer or Seller may, at their option, elect to terminate this Agreement as to the impacted Property. 12. Notices. All notices pertaining to this Agreement shall be in writing delivered to the Parties hereto by personally by hand, courier service or Express Mail, or by first class mail, postage prepaid, at the addresses set forth in Recital A. All notices shall be deemed given: (a) if sent by mail, when deposited in the mail, first class postage prepaid, addressed to the party to be notified; and (b) if delivered by hand, courier service or Express Mail, when delivered. The parties may, by notice as provided above, designate a different address to which notice shall be given. 13. Attorneys' Fees. If any legal action is brought by either party to enforce any provision of this Agreement, or in the event of the termination of this Agreement, each party shall bear its own costs and expenses, including attorney fees. 14. No Broker's Commission. Each party represents to the other that it has not used a real estate broker in connection with this Agreement or the transaction contemplated by this Agreement. In the event any person asserts a claim for a broker's commission or finder's fee against one of the parties to this Agreement, the party on account of whose conduct the claim is asserted will hold the other party harmless from said claim. 15. Time of the Essence; Dates. Time is of the essence of this Agreement. In the event that any date specified in this Agreement falls on Saturday, Sunday or a public holiday, such date shall be deemed to be the succeeding day on which the public agencies and major banks are open for business. 16. Binding on Successors. This Agreement shall be binding not only upon the Parties but also upon their heirs, personal representatives, assigns, and other successors in interest. 17. Additional Documents. Seller and Buyer agree to execute such additional documents, including escrow instructions, as may be reasonable and necessary to carry out the provisions of this Agreement. 18. Assignment. Buyer may not assign its interests under this Agreement without the written consent of Seller. 19. Entire Agreement; Modification; Waiver. This Agreement constitutes the entire agreement between Buyer and Seller pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the Parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 12 20. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute one and the same agreement. Executed counterparts scanned and emailed shall be treated the same as originals. 21. Severability. Each provision of this Agreement is severable from any and all other provisions of this Agreement. Should any provision(s) of this Agreement be for any reason unenforceable, the balance shall nonetheless be of full force and effect. 22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. [Signatures on following page] Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 13 IN WITNESS of the foregoing provisions the Parties have signed this Agreement below: SELLER: BUYER: THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation CITY OF SAN RAFAEL, a municipal corporation By: Tily Shue, Legal Director Date: ___________________________________ By: Cristine Alilovich, City Manager Date: ___________________________________ APPROVED AS TO FORM: By: Andrea Visveshwara, Chief Assistant City Attorney: Date: __________________________________ Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD August 18, 2025 August 22, 2025 August 22, 2025 4907-9224-5325 v15 EXHIBIT A Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 EXHIBIT B EXHIBIT B Form of Grant Deed RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: The Trust for Public Land MAIL TAX STATEMENTS TO SAME ADDRESS AS ABOVE ____________________________________________________________________________ Space above this line for Recorder’s Use Only APN; GRANT DEED For good and valuable consideration, the receipt of which is hereby acknowledged, ______________________________, a ___________________ (“Grantor”), does hereby grant and convey to _____________________, a ___________ (“Grantee”), all the real property situated in the County of Marin, State of California, described at Exhibit A attached hereto and incorporated herein by this reference. TO HAVE AND TO HOLD, the above granted and described property, together with all tenements, hereditaments, and appurtenances, including improvements, fixtures, timber, water, crops, oil, gas and minerals located in, under, and on it, and all rights appurtenant to it, including but not limited to timber rights, water rights, grazing rights, access rights and oil, gas and mineral rights, development rights, air rights, and all other rights, privileges, licenses, and permits owned by Grantor and in any way related to or accruing to the use and benefit of that real property, unto Grantee, and its assigns, but only to the extent such exist and are capable of transfer. This conveyance is made, delivered and accepted subject to all covenants, conditions, restrictions, rights, rights-of-way, dedications, offers of dedication and easements of record or apparent. Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 EXHIBIT B IN WITNESS WHEREOF, Grantor has executed this instrument this ______ day of , 20___. ___________________________, a ____________________ By: _____________________________ Name: ___________________________ Title: ____________________________ By: _____________________________ Name: ___________________________ Title: ____________________________ Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 EXHIBIT B ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of ______________________ ) On ______________________, 2025, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 EXHIBIT C EXHIBIT C Form of Nonforeign Affidavit NON-FOREIGN AFFIDAVIT (entity) Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a U.S. real property interest must withhold tax if the transferor (seller) is a foreign person or entity. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by _________________________________________ (“Transferor”), the undersigned hereby certifies the following, on behalf of Transferor: 1. Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations). Transferor is not a non-resident alien for purposes of U.S. income taxation. 2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(iii). 3. Transferor’s U.S. employer identification number is ____________. 4. Transferor’s office address is: ________________ ________________ ________________ 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 fine, imprisonment, or both. Under penalty of perjury, I declare that I have examined this certificate and to the best of my knowledge and belief, it is true, correct and complete. TRANSFEROR: _______________, a __________________________ By: _____________________________ Name: __________________________ Title: ____________________________ Date: _________________________ Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 EXHIBIT D EXHIBIT D DEFINITION OF ENVIRONMENTAL LAWS AND HAZARDOUS MATERIALS As used herein, the term “en” means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning: (a) Pollution or protection of the environment, including natural resources; (b) Exposure of persons, including employees and agents, to Hazardous Materials (as defined above) or other products, raw materials, chemicals or other substances; (c) Protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (d) The manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (e) The use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as each of the foregoing now exist or are hereafter amended, together with any regulations promulgated thereunder. As used herein, the term “Hazardous Materials” means any substance, material or waste which is or becomes regulated by any federal, state or local governmental authority, and includes without limitation: (a) Petroleum or oil or gas or any direct or indirect product or by-product thereof; (b) asbestos and any material containing asbestos; (c) Any substance, material or waste regulated by or listed (directly or by reference) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “toxic waste”, “toxic pollutant”, “toxic substance”, “solid waste” or “pollutant or contaminant” in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD 4907-9224-5325 v15 EXHIBIT D Substances Control Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (d) Any substance, material or waste which is defined as such or regulated by any “Superfund” or “Superlien” law, or any Environmental Law; or (e) Any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local Environmental Law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD RESOLUTION NO. 15434 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE CITY MANAGER TO: 1.NEGOTIATE AND EXECUTE A GRANT AGREEMENT, IN A FORM APPROVED BY THE CITY ATTORNEY, WITH MARIN COUNTY FOR A MINIMUM OF $1,150,000 IN MEASURE A LAND PRESERVATION AND PARK ACCESS PROGRAM FUNDS MEASURE A FUNDS”); ACCEPTING AND APPROPRIATING GRANT FUNDS; 2.NEGOTIATE AND ENTER INTO A PURCHASE AND SALE AGREEMENT AND ANCILLIARY DOCUMENTS FOR THE PROPERTY LOCATED AT 620 CANAL STREET, PROVIDED THE CITY’S CONTRIBUTION TO THE PURCHASE PRICE DOES NOT EXCEED $500,000, PLUS SAID MEASURE A FUNDS RECEIVED; AND 3.TO TAKE ACTIONS NECESSARY OR INCIDENTAL TO CARRYING OUT THE INTENT OF THIS RESOLUTION WHEREAS, The Canal neighborhood is physically isolated from other parts of San Rafael by the San Rafael Creek (Canal) and the Highway 101 and Interstate 580 freeways; and WHEREAS, Several City Council adopted city planning documents including the Downtown Precise plan (2021) and the Citywide Bicycle and Pedestrian Plan (2018) have identified the need for a bicycle and pedestrian bridge connection from the Canal neighborhood to the north side of the Canal; WHEREAS, Over a third of Canal neighborhood residents live in poverty; and WHEREAS, Encouraging walking and cycling, improving connectivity and providing accessible affordable recreational resources to low-income communities further goals adopted by the San Rafael City Council in the General Plan 2040, Downtown Precise Plan, Bicycle and Pedestrian Master Plan, Parks and Recreation Master Plan, Canal Neighborhood Community- Based Transportation Plan and Capital Improvement Plan; and WHEREAS, The property at 620 Canal Street, Assessor’s Parcel Number 014-162-01, is ideally situated to serve as one end of a bicycle and pedestrian bridge crossing the San Rafael Creek (Canal) and offers access to a potential waterfront park; and WHEREAS, The Trust for Public Land (TPL) has entered into a purchase and sale agreement for the property at 620 Canal Street; and WHEREAS, TPL’s purchase and sale agreement relies on a combination of funds from the City of San Rafael, the County of Marin (”County”) Measure A Land Preservation and Park Access Grant Program Funds, and Private Philanthropy and is contingent upon sufficient Private Philanthropy Funds being available for the purchase; and WHEREAS, on June 2, 2025, the City Council approved the City’s Fiscal Year 2025-26 budget, which includes $500,000 in budget appropriations within the Parkland Dedication Fund 375,000), and Capital Improvement Fund ($125,000), supporting the City’s funding contribution toward the purchase of the property; and Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD WHEREAS, on July 8, 2025, the County Board of Supervisors will consider authorizing an award of $1,150,000 in Measure A proceeds to fund the Project (defined below), finding that the Project was consistent with Measure A requirements; and WHEREAS, the County has found that its program for Measure A funds is exempt from environmental review pursuant to Public Resources Code Section 21080.28(a)(1)(F) and California Environmental Quality Act Guideline 15325(f); and WHEREAS, the City of San Rafael desires to purchase the property at 620 Canal Street to redevelop it as a park with the potential for an urban and pedestrian pathway to cross the canal to provide connectivity within San Rafael (“Project”). NOW, THEREFORE BE IT RESOLVED, that the City Council hereby finds that the foregoing recitals are true and correct and authorizes as follows: 1.The City Manager is authorized to negotiate and execute a grant agreement, in a form approved by the City Attorney or his designee with the County of Marin for a minimum of one million, one hundred and fifty thousand dollars ($1,150,000) Measure A Land Preservation and Park Access Program Funds (“Measure A Funds”); and authorize acceptance and appropriation of Measure A grant funds, for purposes as specified; 2.The City Manager is authorized to enter into a Purchase and Sale Agreement and ancillary documents in a form approved by the City Attorney or his designee to acquire the property located at 620 Canal Street, provided the City’s contribution to the purchase price does not exceed $500,000, plus the Measure A Funds received from the County for the purchase of the property; and 3.The City Manager is authorized to take any action necessary or incidental to carrying out the intention of this Resolution, including, but not limited to, payment of transaction costs, which are customary for a buyer to pay or as agreed to in the purchase and sale agreement. 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 City Council of the City of San Rafael, held on Monday, the 23rd day of June, 2025 by the following vote, to wit: AYES: Councilmembers: Bushey, Hill, Kertz & Mayor Kate NOES: Councilmembers: None ABSENT: Councilmembers: Llorens Gulati Lindsay Lara, City Clerk Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. All following documents are attached as reference material. RESPONSIBLE PARTY DESCRIPTION COMPLETED Finance Review and sign off on funding availability TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Community and Economic Development Project Manager: Greg Minor Contractor Name: The Trust for Public Land Contractor’s Contact: Contact’s Email: City Council Date: ☒ June 23, 2025 or ☐ Not applicable ☐ FPPC: Check if Contractor must file Form 700 Docusign Envelope ID: 90B29B38-1956-4A06-8BAA-AD40623BE5AD Certificate Of Completion Envelope Id: 90B29B38-1956-4A06-8BAA-AD40623BE5AD Status: Completed Subject: DocuSign: Purchase and Sale Agreement for 620 Canal Street Source Envelope: Document Pages: 23 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 1 Nataly Torres AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 111 Morphew St San Rafael, CA 94901 Nataly.Torres@cityofsanrafael.org IP Address: 199.88.113.8 Record Tracking Status: Original 8/18/2025 2:54:25 PM Holder: Nataly Torres Nataly.Torres@cityofsanrafael.org Location: DocuSign Signer Events Signature Timestamp Andrea Visveshwara Andrea.Visveshwara@cityofsanrafael.org Chief Assistant City Attorney City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 8/18/2025 5:04:03 PM Viewed: 8/18/2025 5:05:08 PM Signed: 8/18/2025 5:06:18 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Van Bach vanb@cityofsanrafael.org Signing Group: Finance Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 8/18/2025 4:12:05 PM Resent: 8/21/2025 12:45:31 PM Resent: 8/22/2025 12:10:46 PM Resent: 8/22/2025 12:11:06 PM Viewed: 8/22/2025 1:25:29 PM Signed: 8/22/2025 1:25:41 PM Electronic Record and Signature Disclosure: Accepted: 8/22/2025 1:25:29 PM ID: 5e6a556e-4b7c-4212-87cf-7ef364609416 shuetily tily.shue@tpl.org Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 96.47.57.150 Sent: 8/22/2025 1:25:43 PM Viewed: 8/22/2025 2:24:25 PM Signed: 8/22/2025 2:24:48 PM Electronic Record and Signature Disclosure: Accepted: 8/22/2025 2:24:25 PM ID: 4305129a-4ba5-4d22-80f1-8b46229d1330 Cristine Alilovich cristine.alilovich@cityofsanrafael.org City Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.209.163.249 Sent: 8/22/2025 2:24:50 PM Viewed: 8/22/2025 5:31:39 PM Signed: 8/22/2025 5:31:45 PM Electronic Record and Signature Disclosure: Accepted: 8/8/2025 5:50:59 PM ID: 92734b64-c5dc-4308-af7f-b0f4b9ffd306 Signer Events Signature Timestamp Lindsay Lara Lindsay.Lara@cityofsanrafael.org City Clerk City of San Rafael Signing Group: City Clerk Security Level: Email, Account Authentication (None) Completed Using IP Address: 199.88.113.8 Sent: 8/22/2025 5:31:47 PM Viewed: 8/25/2025 4:07:17 PM Signed: 8/25/2025 4:08:03 PM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Greg Minor Greg.Minor@cityofsanrafael.org City of San Rafael Security Level: Email, Account Authentication (None) Sent: 8/25/2025 4:08:05 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Lisa N. Maxwell lmaxwell@bwslaw.com Security Level: Email, Account Authentication (None) Sent: 8/25/2025 4:08:06 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/18/2025 4:12:05 PM Envelope Updated Security Checked 8/18/2025 5:00:16 PM Envelope Updated Security Checked 8/18/2025 5:00:16 PM Envelope Updated Security Checked 8/18/2025 5:00:16 PM Envelope Updated Security Checked 8/18/2025 5:00:16 PM Envelope Updated Security Checked 8/18/2025 5:00:16 PM Envelope Updated Security Checked 8/18/2025 5:04:03 PM Envelope Updated Security Checked 8/18/2025 5:04:03 PM Envelope Updated Security Checked 8/18/2025 5:04:03 PM Envelope Updated Security Checked 8/18/2025 5:04:03 PM Envelope Updated Security Checked 8/18/2025 5:04:03 PM Envelope Updated Security Checked 8/18/2025 5:04:03 PM Envelope Updated Security Checked 8/22/2025 12:10:46 PM Envelope Updated Security Checked 8/22/2025 12:10:46 PM Certified Delivered Security Checked 8/25/2025 4:07:17 PM Signing Complete Security Checked 8/25/2025 4:08:03 PM Envelope Summary Events Status Timestamps Completed Security Checked 8/25/2025 4:08:06 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of San Rafael (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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