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CED 620 Canal Street - Closing Binder
4912-8717-9395 v2 Lisa N. Maxwell BURKE, WILLIAMS & SORENSEN, LLP 620 CANAL STREET, SAN RAFAEL, CA PURCHASE AND SALE AGREEMENT BETWEEN THE TRUST FOR PUBLIC LAND (SELLER) AND THE CITY OF SAN RAFAEL (BUYER) CLOSING BINDER DATED: August 22, 2025 [06095.0044] 4912-8717-9395 v2 620 CANAL STREET, SAN RAFAEL, CA PURCHASE AND SALE AGREEMENT BETWEEN THE TRUST FOR PUBLIC LAND (SELLER) AND THE CITY OF SAN RAFAEL (BUYER) CLOSING BINDER 06095.0044 Seller: “The Trust for Public Land, a California nonprofit public benefit corporation” Buyer: “City of San Rafael, a California municipal corporation” 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 Attention: Erica Williams Tel: (415) 686-4398 Email: erica.williams@tpl.org Attention: David Jacobson, Partner Phone: (510) 267-8321 Email: davidjacobson101@gmail.com City of San Rafael 1400 Fifth Avenue San Rafael, CA 94538 Attention: Andrea Visveshwara, Chief Assistant City Attorney Phone: (415) 485-3081 Email: andrea.visveshwara@cityofsanrafael.org Attention: John Stefanski, Assistant City Manager Phone: (415) 485-3475 Email: john.stefanski@cityofsanrafael.org With a copy to: Burke, Williams & Sorensen, LP 1999 Harrison Street, Suite 1650 4912-8717-9395 v2 Copies to: Attention: Tily Shue, Esq. Phone: (415) 279-5465 Email: tily.shue@tpl.org Oakland, CA 94612 Attention: Lisa N. Maxwell Email: lmaxwell@bwslaw.com Attorney for Seller: Attorney for 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 Attention: Tily Shue, Esq. Phone: (415) 279-5465 Email: tily.shue@tpl.org Burke, Williams & Sorensen, LLP 1999 Harrison Street, Suite 1650 Oakland, CA 94612 Attention: Lisa N. Maxwell Phone: (510) 903-8821 Email: lmaxwell@bwslaw.com Escrow Company: Commercial Parcels: Chicago Title Company 150 Spear Street, Suite 825 San Francisco, CA 94105 Attention: Terina Kung Phone: (415) 291-5128 Email: terina.kung@ctt.com Escrow File No. FBSC2509648 APN: 014-162-01 Tab Core Transaction Documents 1. Purchase and Sale Agreement and Joint Escrow Instructions, dated August 22, 2025, between The Trust for Public Land (Seller) and the City of San Rafael (Buyer). [ND 4907-9224-5325] pg. 9 4912-8717-9395 v2 2. Third Amendment to Purchase and Sale Agreement, made effective as of July 18, 2025, by and between Michael Russo, Trustee and Anthony Russo, Trustee, of The Anthony Cavallo Trust and The Trust for Public Land. [ND 4922-0844-0671] pg. 37 3. Canal Boatyard Park Deed Restriction, dated November 13, 2025, recorded November 17, 2025 by Clerk Recorder of Marin County. [ND 4907-4086-4639] pg. 42 4. Grant Deed between The Trust for Public Land and the City of San Rafael, recorded on November 17, 2025 by Clerk Recorder of Marin County. [ND 4926-4016-4219] pg. 57 5. Certificate of Acceptance of Grant of Interest in Real Property, dated November 13, 2025, from The Trust for Public Land to the City of San Rafael (also included in the recorded Grant Deed). [ND 4910-7636-2871] pg. 61 6. Seller’s Confirmation of Vacancy, dated October 13, 2025, from Matthew Wertheim to Erica Williams and Tily Shue. [ND 4896-6973-6821] pg. 65 7. 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, dated September 16, 2025, by and between the County of Marin and the City of San Rafael. [ND 4915-9311-1415] pg. 67 4912-8717-9395 v2 Title and Escrow Documents 8. CLTA Standard Coverage Owner’s Policy of Title Insurance, dated November 17, 2025, Policy Number FBSC2509648, in favor of The City of San Rafael . [ND 4932-2256-1675] pg. 115 9. Buyer’s Final Closing Statement, dated November 14, 2025, issued by Terina Kung from the Chicago Title Company with Seller as the Trust for Public Land and Buyer as the City of San Rafael. [ND 4909-8754-4443] pg. 130 10. Trust for Public Land – City Joint Escrow Instructions Escrow No. FBSC2509648, dated November 12, 2025, to Terina Kung at Chicago Title Insurance Company from the Trust for Public Land and the City of San Rafael. [ND 4926-0602-8150] pg. 132 11. Preliminary Change of Ownership Report, dated November 13, 2025, by the Trust for Public Land . [ND 4912-4326-3871] pg. 165 City Council Documents 12. San Rafael City Council Agenda Report regarding 620 Canal Street Acquisition including Resolution No. 15434, for June 23, 2025 meeting. [ND 4928-9545-4839] pg. 171 13. Resolution No. 15434 authorizing the City Manager to negotiate and execute a Grant Agreement and a Purchase and Sale Agreement and Ancillary Documents, dated June 23, 2025. [ND 4916-1236-2623] pg. 177 Due Diligence 14. Buyer’s Approval Notice, dated October 15, 2025, sent by the City of San Rafael to The Trust for Public Land. [ND 4905-3775-6531] pg. 181 4912-8717-9395 v2 15. Title Analysis Email, dated September 30, 2025, regarding title issues to be corrected/resolved. [ND 4899-9730-5219] pg. 184 16. Letter from Kosmont Real Estate Services, Inc. to the Housing Manager of the City of San Rafael, regarding Broker Opinion of Value (BOV), dated September 5, 2025. [ND 4921-2468-1091] pg. 189 4912-8717-9395 v2 CORE TRANSACTION DOCUMENTS 4912-8717-9395 v2 1. PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS 4907-9224-5325 v15 1 PURCHASE AND SALE AGREEMENT (Canal Street Property) This Purchase and Sale Agreement (“Agreement”) dated August 22, 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 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 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 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 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 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, 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 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. 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. 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 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. 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] 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 EXHIBIT A Legal Description For APN/Parcel ID(s): _014-162-01 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN RAFAEL, COUNTY OF MARIN, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT “A” AS DELINEATED UPON THE MAP OF EAST SAN RAFAEL, MARIN COUNTY, CALIFORNIA, FILED FOR RECORD AND RECORDED IN THE OFFICE OF THE RECORDER OF MARIN COUNTY, JANUARY 21, 1908 IN LIBER 2 OF MAPS, AT PAGE 109; THENCE ALONG THE NORTHEASTERLY LINE OF CANAL STREET SOUTH 54° 42’ EAST 60 FEET; THENCE CROSSING AND SUBDIVIDING LOT “B” AS SHOWN ON SAID MAP NORTH 35° 18’ EAST 289.2 FEET TO THE RIGHT BANK OF SAN RAFAEL CANAL; THENCE ALONG SAID RIGHT BANK LINE NORTH 48° 40’ WEST 13 FEET NORTH 68° 7’ WEST 131.2 FEET (AT 48.4 FEET INTERSECTING LINE BETWEEN LOTS “A” AND *B”) AND NORTH 84° 50’ WEST 68.8 FEET; THENCE LEAVING SAID CANAL BANK AND CROSSING AND SUBDIVIDING SAID LOT “A” SOUTH 35° 18’ WEST 225.6 FEET TO SAID NORTHEASTERLY LINE OF CANAL STREET; AND THENCE SOUTH 54° 42’ EAST 140 FEET TO THE PLACE OF BEGINNING. COURSES TRUE, MAGNETIC VARIATION 17° 30’ EAST (ABOVE COURSE “NORTH 68° 7’ WEST 131.2 FEET” SHOWN ON RECORDED MAP AS “NORTH 68° 7’ WEST 129.2 FEET” AND THE NEXT DISTANCE OF 48.4 FEET SHOWN AS 46.4 FEET ON RECORDED MAP). PARCEL TWO: A PORTION OF LOT “A” OF MAP OF EAST SAN RAFAEL, MARIN COUNTY, CALIFORNIA, FILED FOR RECORD AND RECORDED IN THE OFFICE OF THE RECORDER OF MARIN COUNTY, JANUARY 21, 1908 IN LIBER 2 OF MAPS, AT PAGE 109, PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THE LOT OF LAND CONVEYED BY S.J. NORTON ET UX, TO EMMA WOOD BY DEED DATED DECEMBER 28, 1908, AND RECORDED DECEMBER 29, 1908, IN LIBER 118 OF DEEDS AT PAGE 380, IN SAID COUNTY RECORDER'S OFFICE; THENCE NORTH 35° 18’ EAST ALONG THE LINE OF THE LOT OF SAID WOODS 225.6 FEET TO THE RIGHT BANK OF THE SAN RAFAEL CANAL; THENCE WESTERLY AND SOUTHERLY ALONG THE RIGHT BANK OF SAID CANAL AND THE NORTHWESTERLY LINE OF SAID LOT “A” NORTH 84° 50’ WEST 55.50 FEET; SOUTH 69° 57’ WEST 123.30 FEET AND SOUTH 23°55’ WEST 98.10 FEET TO THE NORTHERLY LINE OF CANAL STREET; THENCE SOUTH 54° 42’ EAST ALONG SAID LAST MENTIONED LINE 99.3 FEET TO THE POINT OF BEGINNING. EXCEPTING FROM THE ABOVE DESCRIBED PARCELS ONE AND TWO THOSE PORTIONS THEREOF WHICH LIE WITHIN THE BOUNDARY LINES OF THE SAN RAFAEL CANAL AS SHOWN ON “MAP NO. 2 OF SALT MARSH & TIDE LANDS SITUATE IN THE COUNTY OF MARIN, STATE OF CALIFORNIA, 1870”, A COPY OF WHICH MAP WAS FILED JULY 20, 1959 IN “CAN F”, MARIN COUNTY RECORDS. 4907-9224-5325 v15 EXHIBIT A4907-9224-5325 v15 EXHIBIT A 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. 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: ____________________________ 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 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: _________________________ 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 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 KK Lindsay Lara, City Clerk 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 City Council Date: June 23, 2025 or Not applicable FPPC: Check if Contractor must file Form 700 Certificate Of Completion Record Tracking Signer Events Signature Timestamp Electronic Record and Signature Disclosure: Electronic Record and Signature Disclosure: Electronic Record and Signature Disclosure: Electronic Record and Signature Disclosure: Signer Events Signature Timestamp Electronic Record and Signature Disclosure: 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 Electronic Record and Signature Disclosure: Electronic Record and Signature Disclosure: Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 5/22/2025 12:46:43 PM Parties agreed to: Van Bach, shuetily, Cristine Alilovich 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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By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: e You can access and read this Electronic Record and Signature Disclosure; and e You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and ¢ Until or unless you notify City of San Rafael as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of San Rafael during the course of your relationship with City of San Rafael. 4912-8717-9395 v2 2. THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Third Amendment”) is made effective as of July 18, 2025, by and between Michael Russo, Trustee and Anthony Russo, Trustee, of The Anthony Cavallo Trust (collectively, “Seller”), and The Trust for Public Land, a California nonprofit public benefit corporation (“Buyer”), with reference to the following recitals of fact: RECITALS A. Seller and Buyer entered into that certain Purchase and Sale Agreement dated for reference purposes only 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, effective as of March 20, 2025, and as further amended by that certain Second Amendment to Purchase and Sale Agreement made effective as of May 12, 2025 (as amended, “Purchase and Sale Agreement” or “PSA”), pursuant to which Seller desired to sell and Buyer desired to purchase certain real property located in Marin County, California, and more particularly described in the Purchase and Sale Agreement. All capitalized terms not otherwise defined herein shall have the same meaning as ascribed to them in the Purchase and Sale Agreement. B. Seller and Buyer now desire to enter into this Third Amendment to: (1) extend the deadline for Buyer to receive and review additional information about the Property; (2) amend the closing period to allow the Parties adequate time to satisfy conditions precedent to closing; (3) provide Seller adequate time to remove all tenants from the Property, in accordance with the new paragraph 3 below; and (4) update the contact information for the Escrow Holder on this transaction. NOW, THEREFORE, in consideration of the foregoing, and of the conditions, terms, covenants and agreements set forth herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that the Purchase and Sale Agreement is amended as follows: 1. Lighthouse on Property. A new paragraph is added to the end of Recital C of the PSA, as follows: “With respect to an existing lighthouse constructed by Anthony Cavallo, Seller’s uncle and predecessor in title of the Property, and located on the northern canal- front portion of the Property, Seller has requested that Buyer consider allowing the lighthouse to remain in its current location after close of escrow. At Seller’s request, Buyer has made the request of its proposed successor in title, the City of San Rafael (“City”) to consider allowing the lighthouse to remain in its current location after the City’s acquisition of the Property. Notwithstanding the foregoing request, Seller hereby understands and acknowledges that, once acquired, Buyer intends to convey the Property to the City for use as public recreational open space or interim urban community space, and Seller’s request for consideration concerning the lighthouse cannot in any way interfere with the City’s right to use the Property as public recreational open space or interim urban community space, or to Docusign Envelope ID: B0EAFC71-55F9-4343-8143-4EAADC802EC0 2 develop the Property to enhance its use as public recreational open space, which may require the demolition of the lighthouse by the City.” 2. Due Diligence Period Adjustment. The first paragraph in Section 2.2 of the PSA is deleted and the following is inserted in its place: “2.2 The Property and Property Information. Commencing from the Effective Date and continuing for the following stipulated time, Buyer may perform its due diligence (the “Due Diligence Period”), as follows: (i) a period of two hundred and ten (210) calendar days thereafter, i.e., ending on July 18, 2025, Buyer may investigate any environmental matters which may directly or indirectly affect the Property and/or the present or future value, use, control, operation or ownership of the Property; and (ii) a period of three hundred (300) calendar days thereafter, i.e., ending on October 18, 2025, Buyer may investigate any matters which may directly or indirectly affect the Property and/or the present or future, use, control, operation or ownership of the Property.” The execution and delivery of this Third Amendment by the parties shall constitute the occurrence of the following event: Buyer has completed its investigation of environmental matters which may directly or indirectly affect the Property, and at the end of the Due Diligence Period applicable to environmental matters, Buyer has not notified Seller of any objections in respect to such environmental matters pursuant to Section 2.3 of this Agreement. 3. Closing Period. Section 3.1 of the PSA is deleted and the following is inserted in its place: “3.1 Escrow Holder. Buyer has opened an escrow with Chicago Title Insurance Company, (the “Escrow Holder”) Terina J. Kung, Vice President, Branch Manager, Senior Commercial Escrow Advisory; email: kungt@ctt.com Direct Line: (415) 291-5128, for the purpose of consummating the purchase and sale of the Property in accordance with the terms hereof. Escrow shall close on the date that is no more than thirty (30) calendar days after the date on which all contingencies have been satisfied or waived (the “Close of Escrow”); the parties intend in good faith to achieve Close of Escrow as early as possible during the aforementioned 30- day period, subject to the orderly disbursement of funds from various funding sources. If the Close of Escrow falls on a Monday, Buyer may elect that the Close of Escrow occurs on the Tuesday following such date.” 4. No Third Party In Possession At Close. Section 3.4 of the PSA is deleted in its entirety and the following inserted in its place: “3.4 Delivery of Possession. Seller shall deliver possession of the Property to Buyer at Close of Escrow, free and clear of any tenants, occupants, or any other party in possession of or using any part of the Property or entitled to possession or use of any part of the Property, whether for dry boat storage or slip rentals. Seller agrees to defend (with counsel acceptable to Buyer, or to its successor and assigns, as applicable), indemnify and hold harmless Buyer, and its successors and assigns, from and against any and all actions, claims, damages, liabilities, or expenses 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 Docusign Envelope ID: B0EAFC71-55F9-4343-8143-4EAADC802EC0 3 Property pursuant to any lease, tenancy or other agreement, unless such claim is based on an alleged act of gross negligence or willful misconduct by Buyer or its agents, or successors in title/interest, independent of or unrelated to the termination of such third party’s possession, use or occupancy of the Property. This indemnity, when applied to the City as Buyer’s successor in title/interest, (i) shall mean the City and its elected and appointed officials, agents, officers, employees and contractors; and (ii) the gross negligence or intentional misconduct on the part of Buyer, or the City, as the case may be, shall only impact the individual indemnity rights of the party who was grossly negligent or acted intentionally, and not the other indemnified party.” 5. Additional Condition to Close. A new clause shall be added at the end of Section 3.6(a), Buyer’s Conditions, as follows: “(9) Possession of the Property shall be delivered to Buyer free and clear of all third parties in possession, i.e., all leases, tenancy agreements, or other agreements for use of any portion of the Property have been terminated, and 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 have been removed.” 6. Counterparts. This Third Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each party has signed one such counterpart. This Third Amendment may be executed and delivered to the other party by pdf and email transmission, and an electronic or scanned signature shall have the same legal effect as an original signature. 7. Entire Agreement. The Purchase and Sale Agreement, as amended by this Third Amendment, constitutes the full and complete agreement and understanding between the parties hereto and shall supersede all prior communications, representations, understandings or agreements, if any, whether oral or written, concerning the subject matter contained in the Purchase and Sale Agreement, as so amended, and no provision of the Purchase and Sale Agreement, as so amended, may be modified, amended, waived or discharged, in whole or in part, except by a written instrument executed by all of the parties hereto. 8. Force and Effect. Except as modified by this Third Amendment, the terms and provisions of the Purchase and Sale Agreement are hereby ratified and confirmed and are and shall remain in full force and effect. Should any inconsistency arise between this Third Amendment and the Purchase and Sale Agreement as to the specific matters which are the subject of this Third Amendment, the terms and conditions of this Third Amendment shall control. This Third Amendment shall be construed to be a part of the Purchase and Sale Agreement and shall be deemed incorporated in the Purchase and Sale Agreement by this reference. Docusign Envelope ID: B0EAFC71-55F9-4343-8143-4EAADC802EC0 4 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the date set forth below. Seller: Michael Russo, Trustee The Anthony Cavallo Trust Date: Anthony Russo, Trustee The Anthony Cavallo Trust Date: Buyer: THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation By: ________________________________ Tily Shue, Legal Director Date: ______________________________ Docusign Envelope ID: B0EAFC71-55F9-4343-8143-4EAADC802EC0 8/11/2025 | 5:28 PM PDT 8/12/2025 | 4:43 PM PDT 8/13/2025 | 4:24 PM PDT 4912-8717-9395 v2 3. CANAL BOATYARD PARK DEED RESTRICTION AO 2025-0029574 Recorded | REC FEE RECORDING REQUESTED BY: Official Records | COUNTY OF MARIN County of | Marin | WHEN RECORDED MAIL TO: SHELLY SCOTT | County of Marin Assessor-Recorder | Real Estate Division, County Clerk | Department of Public Works | SS P.O. Box 4186, Civic Center Branch 10:34AM 17-Nov-2025 | Page 1 of 14 San Rafael, CA 94913-4186 Attn: Alexi Dicker Chicago Title Company Escrow No. FBSC2509648-TK Recording fees exempt per Gov Code § 6103 and 27383 APN: 014-162-01 SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE DEED RESTRICTION RECITALS I. WHEREAS, City of San Rafael, a municipal corporation, (hereinafter referred to as “CITY”) is the recorded owner of the real property known as Canal Boatyard Park, San Rafael, County of Marin, California, further identified as APN: 014-162-01, more particularly described in Exhibit “A”, attached and incorporated herein by reference (hereinafter referred to as the “Property”); and Il. WHEREAS, the COUNTY OF MARIN, a political subdivision of the State of California, (hereinafter referred to as “COUNTY”) created and adopted Ordinance 3760 known as the Marin Parks, Open Space, and Sustainable Agriculture Transactions and Use Tax Ordinance (also known and hereinafter referred to as “Measure A”); and Ul. WHEREAS, Measure A is the primary source of the funding for the Land Preservation and Park Access Program, which is fully described in Marin County Ordinance 3760; and IV. WHEREAS, CITY, applied for grant funds available pursuant to Measure A for the purpose of acquiring the Property to provide public park access; and .00 V. WHEREAS, on September 16, 2025, COUNTY approved the use of Measure A funds by a Grant Agreement for Disbursement of Tax Proceeds from Measure A to CITY in the amount of $1,350,000.00 (hereinafter referred to as “Grant”), attached hereto and made a part hereof as Exhibit “B”, for the purposes of providing public park access, subject to, among other conditions, recordation of this Deed Restriction on the Property; and VI. WHEREAS, but for the imposition of the Deed Restriction condition of the Grant, the Grant would not be consistent with the public purposes of the Marin County Natural Land Preservation and Park Access Program and the funds that are the subject of the Grant could therefore not have been granted; and Vil. WHEREAS, CITY has elected to comply with the Deed Restriction of the Grant, so as to enable CITY, to receive the Grant funds and perform the work described in the Grant; and Vill. © WHEREAS, the Grant requires prior written approval by the Director of Marin County Parks for any future transfer of real property rights. NOW, THEREFORE, in consideration of the issuance of the Grant funds by COUNTY, the undersigned CITY for itself and for its heirs, assigns, and successors-in-interest, hereby irrevocably covenants with COUNTY that the condition of the Grant, set forth at paragraphs | through VIII, above, shall at all times on and after the date on which this Deed Restriction is recorded constitute for all purposes covenants, conditions and restrictions on the use and enjoyment of the Property that are hereby attached to the deed to the Property as fully effective components thereof. 1. DURATION. This Deed Restriction shall remain in full force and effect and shall bind CITY and all its assigns or successors-in-interest in perpetuity. 2. USE. The Property shall be protected and preserved for the purpose of a publicly accessible park. 3. CONVEYANCE OF PROPERTY. Any future transfer of the Property by CITY is subject to the prior written approval of the Director of Marin County Parks, in accordance with Section 11 of the Grant referred to herein. 4. TAXES AND ASSESSMENTS. Itis intended that this Deed Restriction is irrevocable and shall constitute an enforceable restriction within the meaning of a) Article Xill, section 8, of the California Constitution; and b) section 402.1 of the California Revenue and Taxation Code or successor statue. Furthermore, this Deed Restriction shall be deemed to constitute a servitude upon and burden to the Property within the meaning of section 3712(d) of the California Revenue and Taxation Code, or successor statue, which survives a sale of tax- deeded property. 5. RIGHT OF ENTRY. COUNTY or its agent or employees may enter onto the Property at reasonable times to ascertain whether the use restrictions set forth above are being observed. 6. REMEDIES. Any act, conveyance, contract, or authorization by CITY whether written or oral which uses or would cause to be used or would permit use of the Property contrary to the terms of this Deed Restriction will be deemed a violation and a breach hereof. COUNTY may pursue any and all available legal and/or equitable remedies to enforce the terms and conditions of this Deed Restriction up to and including a lien sale of the Property. In the event of a breach, any forbearance on the part of COUNTY to enforce the terms and provisions hereof shall not be deemed a waiver of enforcement rights regarding any subsequent breach. Y. INDEMNIFICATION, CITY agrees to indemnify, defend, and hold COUNTY, its officials, employees, officers, and/or agents, harmless from any and all liabilities including, but not limited to, litigation costs and attorney's fees arising from any and all claims and losses to anyone who may be injured or damaged on account of, arising out of, or in any way related to the Property regardless of cause, unless caused by the gross negligence or willful misconduct of COUNTY while on the Property. 8. SEVERABILITY, If any provision of these restrictions is held to be invalid, or for any reason becomes unenforceable, no other provision shall be affected or impaired. CITY OF SAN RAFAEL, a municipal corporation Signed: LS Dated: over bes /7 2025 Cristine Alilovich, City Manager City of San Rafael APPROVED AS TO FORM: 办 Andrea Visveshwara, Chief Assistant City Attorney City of San Rafael NOTARY ACKNOWLEDGEMENT ON THE NEXT PAGE ACKNOWLEDGMENT Anotary 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 Marin ) On Nevember L3, AC ¿STbefore me, Brenna Kathleen Nurmi, Notary Public (insert name and title of the officer) personally appeared Crithne fA i vick who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. | 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. A. BRENNA KATHLEEN NURMI P AREA Notary Public « Callfornia Marin County E Commission # 2461015 = My Comm, Expires Aug 26, 2027 Signature &, ALL (Seal) EXHIBIT A Legal Description For APN/Parcel ID(s): 014-162-01 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN RAFAEL, COUNTY OF MARIN, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT “A” AS DELINEATED UPON THE MAP OF EAST SAN RAFAEL, MARIN COUNTY, CALIFORNIA, FILED FOR RECORD AND RECORDED IN THE OFFICE OF THE RECORDER OF MARIN COUNTY, JANUARY 21, 1908 IN LIBER 2 OF MAPS, AT PAGE 109; THENCE ALONG THE NORTHEASTERLY LINE OF CANAL STREET SOUTH 54° 42’ EAST 60 FEET; THENCE CROSSING AND SUBDIVIDING LOT “B” AS SHOWN ON SAID MAP NORTH 35° 18’ EAST 289.2 FEET TO THE RIGHT BANK OF SAN RAFAEL CANAL; THENCE ALONG SAID RIGHT BANK LINE NORTH 48° 40’ WEST 13 FEET NORTH 68° 7’ WEST 131.2 FEET (AT 48.4 FEET INTERSECTING LINE BETWEEN LOTS “A” AND “B”) AND NORTH 84° 50’ WEST 68.8 FEET; THENCE LEAVING SAID CANAL BANK AND CROSSING AND SUBDIVIDING SAID LOT “A” SOUTH 35° 18’ WEST 225.6 FEET TO SAID NORTHEASTERLY LINE OF CANAL STREET; AND THENCE SOUTH 54° 42’ EAST 140 FEET TO THE PLACE OF BEGINNING. COURSES TRUE, MAGNETIC VARIATION 17° 30’ EAST (ABOVE COURSE “NORTH 68° 7’ WEST 131.2 FEET” SHOWN ON RECORDED MAP AS “NORTH 68° 7’ WEST 129.2 FEET” AND THE NEXT DISTANCE OF 48.4 FEET SHOWN AS 46.4 FEET ON RECORDED MAP). PARCEL TWO: A PORTION OF LOT “A” OF MAP OF EAST SAN RAFAEL, MARIN COUNTY, CALIFORNIA, FILED FOR RECORD AND RECORDED IN THE OFFICE OF THE RECORDER OF MARIN COUNTY, JANUARY 21, 1908 IN LIBER 2 OF MAPS, AT PAGE 109, PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THE LOT OF LAND CONVEYED BY S.J. NORTON ET UX, TO EMMA WOOD BY DEED DATED DECEMBER 28, 1908, AND RECORDED DECEMBER 29, 1908, IN LIBER 118 OF DEEDS AT PAGE 380, IN SAID COUNTY RECORDER'S OFFICE; THENCE NORTH 35° 18’ EAST ALONG THE LINE OF THE LOT OF SAID WOODS 225.6 FEET TO THE RIGHT BANK OF THE SAN RAFAEL CANAL; THENCE WESTERLY AND SOUTHERLY ALONG THE RIGHT BANK OF SAID CANAL AND THE NORTHWESTERLY LINE OF SAID LOT “A” NORTH 84° 50’ WEST 55.50 FEET; SOUTH 69° 57’ WEST 123.30 FEET AND SOUTH 23° 55’ WEST 98.10 FEET TO THE NORTHERLY LINE OF CANAL STREET; THENCE SOUTH 54° 42’ EAST ALONG SAID LAST MENTIONED LINE 99.3 FEET TO THE POINT OF BEGINNING. EXCEPTING FROM THE ABOVE DESCRIBED PARCELS ONE AND TWO THOSE PORTIONS THEREOF WHICH LIE WITHIN THE BOUNDARY LINES OF THE SAN RAFAEL CANAL AS SHOWN ON “MAP NO. 2 OF SALT MARSH & TIDE LANDS SITUATE IN THE COUNTY OF MARIN, STATE OF CALIFORNIA, 1870”, A COPY OF WHICH MAP WAS FILED JULY 20, 1959 IN “CAN F”, MARIN COUNTY RECORDS. EXHIBIT "B" 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 This Grant Agreement (hereinafter “AGREEMENT’) is made and entered into this !© day of “cei Be 2025, by and between the County of Marin, a political subdivision of the State of California (hereinafter "COUNTY”), and the City of San Rafael, a municipal corporation, hereinafter “GRANTEE”. Recitals Whereas, the Marin Parks, Open Space, and Farmland Preservation Transactions and Use Tax Ordinance (hereinafter “MEASURE A", attached as Exhibit A) was re-implemented by Marin County voters in June, 2022; and Whereas, MEASURE A levies a one-quarter of one-percent transactions and use tax (hereinafter “sales tax”) in Marin County and is estimated to generate approximately $16,000,000 per year for the life of the measure; and Whereas, the Expenditure Plan, attached to MEASURE A and included in Exhibit A, allocates 65% of Measure A revenues to a Parks and Open Space Program; and Whereas, the Parks and Open Space Program allocates 10% of funds toward the preservation of natural lands including public open space, community separators, wildlife corridors, greenbelts and habitat through the purchase of real property or conservation easements for the purposes of permanently protecting and/or restoring natural areas, streams, bay lands, and native ecosystems with high natural resource values, or to improve access to parks and recreation facilities (hereinafter “PROGRAM””); and Whereas, this funding may be used to enable the purchase of real property or conservation easements to be held by parties other than the County of Marin as long as proposed projects are aligned with the Marin County Parks Strategic Plan and Measure A Ordinance and Expenditure Plan; and Whereas, these funds will be used to leverage matching funding to the greatest extent possible; and Whereas, funds allocated for PROGRAM will be accumulated in a contingency account and used at times when acquisition opportunities become available, both by COUNTY and through matching grants to outside entities; and Whereas, COUNTY is responsible for assessing use of MEASURE A funds for acquisitions; and Whereas, COUNTY has determined that GRANTEE'S purchase of the real property and intended use of the real property for a publicly accessible park (“Project”) is consistent with the purpose of the PROGRAM and furthers COUNTY'S interests in preserving natural lands and meeting Marin County Parks Strategic Plan goals; and Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 1 of 8 Whereas, County recognizes and agrees that the purchase of the real property for the Project by GRANTEE cannot occur until The Trust for Public Land, a California nonprofit public benefit corporation (“TPL”), takes title to the real property from the current owner of the real property, Michael Russo and Anthony Russo, Trustees of The Anthony Cavallo Trust (collectively, “Seller”), pursuant to 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 (“Seller-TPL Closing Condition’). Whereas, COUNTY recognizes and agrees that the construction of Project and ancillary uses related thereto will actually occur as funds become available to GRANTEE, and currently, GRANTEE is not able to predict the period of time over which such funds may be secured. Further, during the period of time that GRANTEE is working to secure such funds, Project may be used for ancillary uses, such as an urban community space that may include, among other uses, food trucks, vendors and community events (“Interim Uses’), which Interim Uses COUNTY has also determined are consistent with the purpose of the PROGRAM. Whereas, GRANTEE has proven to the satisfaction of COUNTY that it is a qualified organization eligible to purchase and transfer or hold perpetual conservation easements or real property; and Whereas, GRANTEE has fulfilled the requirements of the grant application process and is requesting a grant in the amount of $1,350,000 to purchase the Canal Street Property, described by County Assessor Parcel No. 014-162-01 and depicted in Exhibit B, hereinafter, and thereafter, as funds are available, construct the Project. Whereas, COUNTY acknowledges and agrees that in connection with purchase of the real property by GRANTEE for the Project following satisfaction of the Seller-TPL Closing Condition, GRANTEE is relying on a portion of the funds in the amount of $1,505,000.00 being delivered into escrow (“Grantee Escrow’) by TPL at the time of the closing of the purchase of the real property by Grantee. Whereas, COUNTY acknowledges and agrees that GRANTEE is relying on COUNTY to deposit the grant amount described above into the Grantee Escrow on or prior to the date of closing of the real property, which is currently scheduled to occur August 18, 2025. Therefore, COUNTY and GRANTEE are entering into this AGREEMENT. Statement of Agreement 1. It is mutually agreed and understood that, upon signing of this AGREEMENT: a. COUNTY is responsible for managing, accounting for, and disbursing all PROGRAM funds. b. GRANTEE shall provide the COUNTY with all title and acquisition documents pertaining to PROJECT, including, without limitation, an appraisal, a preliminary title report, agreement for purchase and sale, environmental documentation or hazardous materials assessment, baseline conditions report (if necessary), escrow instructions and documents of title. COUNTY shall review and approve all of these acquisition documents prior to releasing funds. c. COUNTY agrees to commit $1,350,000 to purchase of the real property for the Project, not to exceed a 1/2 match of the total purchase price. Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 2 of 8 2. GRANTEE shall provide $500,000 to purchase of the real property for the Project. The purchase price of any real property interests under this agreement may not exceed the fair market value as established by the approved appraisal, conducted by a licensed appraiser. The Seller-TPL Closing Condition shall be a condition precedent to the purchase by GRANTEE and the closing of the purchase and sale transaction related to the real property for the Project. While the real property is anticipated by GRANTEE to be used in the future for the Project, the timing of such use is uncertain, and prior to GRANTEE obtaining all funds for construction of the Project, Grantee will use the real property for the Interim Uses. By Resolution dated 6/23/2025 GRANTEE’s City Council authorized Cristine Alilovich, City Manager, to execute this AGREEMENT and take any other actions necessary to effect transfer of the real property or conservation easement on behalf of GRANTEE, and agrees to its terms and conditions. GRANTEE’S use of PROGRAM funds must comply with Exhibit A and B of this AGREEMENT. After COUNTY has determined GRANTEE has met all conditions precedent to acquisition and disbursement of funding, COUNTY agrees to deposit funds into the Grantee Escrow on or prior to closing of the purchase and sale transaction for the real property. GRANTEE shall notify COUNTY of request for disbursement in writing and include the name, address, and telephone number of the title company or escrow holder and the Grantee Escrow account number to which the funds will he deposited. The letter shall be signed by the authorized representative of the GRANTEE named in item (f). GRANTEE shall, at closing of the purchase of the real property, apply for and receive title insurance sufficient to cover the purchase price of the property. If the period between the approval date of the appraisal and the date of purchase agreement exceeds one (1) year, COUNTY will require the appraisal to be updated. . Throughout the term of AGREEMENT, COUNTY shall have the right to inspect PROJECT site to ascertain accuracy of information and compliance with this AGREEMENT. Indemnification GRANTEE shall defend, indemnify, hold harmless, and release COUNTY, its elected and appointed Officials, officers, agents, and employees, from and against any and all actions, claims, damages, liabilities, or expenses (hereinafter “LIABILITY”) that may be asserted by any third party arising out of or in connection with GRANTEE'S performance under or the making of this AGREEMENT, except to the extent that LIABILITY is caused by the negligence or willful misconduct of COUNTY. 3. Duration and Termination GRANTEE shall complete acquisition of easement or real property interests no later than August 18, 2025. Prior to the completion date, either party may terminate this agreement for any reason by providing the other party with thirty (30) days notice in writing. If COUNTY terminates prior to the completion date, GRANTEE shall take all reasonable measures to prevent further costs to COUNTY. Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 3 of 8 COUNTY shall be responsible for any reasonable and non-cancelable obligations incurred by GRANTEE in performance of AGREEMENT prior to the date of the notice to terminate, but only up to the unpaid balance of funding authorized in this agreement. 4. Contacts and Notices All notices under this Agreement shall be in writing (unless otherwise specified) and delivered by hand, by commercial courier service, or by United States mail, postage prepaid at the addresses set forth below, or such other addresses as the GRANTEE and COUNTY may designate by notice. For County: Craig Richardson, Senior Planner Marin County Parks 3501 Civic Center Drive, Suite 260 San Rafael, CA 94903 Phone: (415) 473-6387 Email: craig.richardson@marincounty.gov For Grantee: Community and Economic Development Director City of San Rafael 1400 Fifth Avenue Phone: 415.485.3460 micah. hinkle@cityofsanrafael.org 5. No Third Party Beneficiaries Nothing contained in this agreement shall be construed to create, and neither GRANTEE nor COUNTY intend to create, any rights in a third party. 6. Expenses Except as otherwise provided in Section 2 of this AGREEMENT, GRANTEE shall be solely responsible for and shall bear ail of its own respective legal expenses in connection with any dispute arising out of this AGREEMENT and the transactions hereby contemplated. GRANTEE may not use PROGRAM funds for the aforementioned purpose. 7. Integration This AGREEMENT, including Exhibits A and B, which are attached hereto and incorporated herein by reference, represents the entire AGREEMENT with respect to the subject matter thereof. No representations, warranties, inducements or oral agreements have been made by GRANTEE or COUNTY except as expressly set forth herein. 8. Amendment Except as otherwise provided herein, this AGREEMENT may not be changed, modified or rescinded except in writing, signed by each party hereto, and any attempt at oral modification of this AGREEMENT shall be void and of no effect. Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 4 of 8 9. Severability Should a court of competent jurisdiction rule or declare that any part of this AGREEMENT is unconstitutional, invalid, or beyond the authority of either GRANTEE or COUNTY to enter into or carry out, such decision shall not affect the validity of the remainder of this AGREEMENT, which shall continue in full force and effect; provided that the remainder of this AGREEMENT can, absent the excised portion, be reasonably interpreted to give effect to the intentions of GRANTEE and COUNTY. 10. Audits/Accounting/Records GRANTEE shall maintain financial accounts, documents, and records relating to this AGREEMENT in accordance with the guidelines of “Generally Accepted Accounting Principles” (GAAP) published by the American Institute of Certified Public Accountants. The records shall include, without limitation, evidence sufficient to reflect properly the amount, receipt, deposit, and disbursement of all funds related to the purchase of easement or real property interests. COUNTY may review, obtain, and copy all records relating to performance of AGREEMENT. GRANTEE shall provide COUNTY with any relevant information requested and shall permit COUNTY access to the GRANTEE’s premises upon reasonable notice, during normal business hours, to interview employees and copy books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this AGREEMENT and any applicable laws and regulations. GRANTEE shall retain records related to the acquisition for three years following the date of final disbursement by COUNTY. All other records shall be retained by the GRANTEE for three years following the final payment or the final year to which the records pertain, whichever is later. The records shall be subject to examination and audit by COUNTY during the retention periods. IF GRANTEE retains any contractors to accomplish any of the work of this AGREEMENT, GRANTEE shall first enter into an agreement with each contractor requiring the contractor to meet the terms of this section and to make the terms applicable to all subcontractors. COUNTY may disallow all or part of the cost of any activity or action that it determines to be not in compliance with the requirements of this AGREEMENT. 11. Transfer of Property Transfer of the easement or real property is subject to the prior written approval of the Director of Marin County Parks. The transferee shall be subject to all provisions of this AGREEMENT. If COUNTY deems necessary, prior to the approval of any transfer of the real property, the transferee shall enter into a new agreement sufficient to protect the interest of the COUNTY. 12. Condemnation If the easement or real property interests are under threat of condemnation or has been condemned the GRANTEE shall promptly notify COUNTY in writing, and shall use its best efforts to obtain the maximum compensation possible. Upon receiving condemnation proceeds, the GRANTEE shall promptly pay COUNTY a percentage of the condemnation proceeds equivalent to the percentage of the total acquisition cost originally contributed by COUNTY. Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 5 of 8 13. Use of Easement or Real Property Interests as Security for Debt GRANTEE shall not use the real property as security for any debt without the written approval of the Director of Marin County Parks. 14. Signage GRANTEE will post signs or recognize the use of Measure A funds for PROJECT in a manner agreeable to COUNTY. IN WITNESS WHEREOF, COUNTY and GRANTEE have executed this AGREEMENT on the day and year above written. wa IT¥ OF SAN 2 canes corporation A 人 E Cristine Alilovich, City Manager APPROVED JS. TO FORM: VW Ne he . Andrea Visveshwara, Chief Assistant City Attorney COUNTY OF MARÍN oo | a | 人 ft- A LA AAG i A President, Board @ \ Supervisors Attest | jd ie Deputy Clerk Approved as to Form cunas /) By: Z 人 人 Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 6 of8 EXHIBIT A Ordinance 3586 and Expenditure Plan Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 7 of 8 EXHIBIT A Ordinance 3586 and Expenditure Plan Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 7 of 8 EXHIBIT B Project Description Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 8 of 8 EXHIBIT B Project Description Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 8 of 8 4912-8717-9395 v2 4. GRANT DEED BETWEEN THE TRUST FOR PUBLIC LAND AND CITY OF SAN RAFAEL AO 2025-0029573 Recorded | REC FEE Official Records | County of | CTC# FBSC2509648 Marin | RECORDING REQUESTED BY, SHELLY SCOTT | AND WHEN RECORDED MAIL TO: Assessor Recorder | county Clerk | . | ss The City of San Rafael 10:34AM 17-Nov-2025 | Page 1 of 5 1400 Fifth Avenue San Rafael, CA 94901 Attn: Community Economic Development Director MAIL TAX STATEMENTS TO SAME ADDRESS AS ABOVE Space above this line for Recorder's Use Only This document is recorded for the benefit of the City of San Rafael and is entitled to be recorded free of charge in accordance with Sections 6103 and 27383 of the Government Code and transfer is exempt pursuant to Revenue & Tax Code Section 11922. APN: 014-162-01 GRANT DEED For good and valuable consideration, the receipt of which is hereby acknowledged, THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation (“Grantor”), does hereby grant and convey to THE CITY OF SAN RAFAEL, a municipal corporation (“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. [Signature on following page] .00 We Vien WHEREOF, Grantor has executed this instrument on this [Ot day of NO VEMBER_2025. The Trust for Public Land, a California nonprofit public benefit corporation By: Name: Tily Shue \ Title: Legal Director CALIFORNIA ALL PURPOSE 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 Hal Homita } COUNTY OF _ Alewned on } on__U/f0/25 before me ， Feg0n lee Notary Public, personally appeared ~ Tilu She who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. | 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. sme JAYSON LEE of LESA Notary Public - California 3 Alameda County Commission # 2530695 ajo hee QS comm. Expires Aut 21,2029 Signature: (Seal) — VU 4912-8717-9395 v2 5. CERTIFICATE OF ACCEPTANCE OF GRANT OF INTEREST IN REAL PROPERTY RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of San Rafael 1400 Fifth Avenue San Rafael, CA 94902 Attn: Community Economic Development Director MAIL TAX STATEMENTS TO SAME ADDRESS AS ABOVE Space above this line is for Recorder’s Use Only This document is recorded for the benefit of the City of San Rafael and is entitled to be recorded free of charge in accordance with Sections 6103 and 27383 of the Government Code. Canal Boatyard Park, San Rafael, CA, APN: 014-162-01 CERTIFICATE OF ACCEPTANCE OF GRANT OF INTEREST IN REAL PROPERTY THIS IS TO CERTIFY that the interest in the real property conveyed by the attached GRANT DEED, dated Novemberf 0, 2025, from THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation, as grantor, to the CITY OF SAN RAFAEL, a municipal corporation, as grantee, is hereby accepted by the undersigned agent on behalf of the City of San Rafael pursuant to the authority conferred by Resolution No. 15434 adopted on June 23, 2025, and grantee hereby consents to the recordation of the Grant Deed by its duly authorized officer. we _ O, Cristin€ Alilovich, City Manager Date: November 13, 2065 APPROVED AS TO FORM: y yo By: | a Andrea Visveshwara, Chief Assistant City Attorney: Date: [| 12-16 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of San Rafael 1400 Fifth Avenue San Rafael, CA 94902 Attn: Community Economic Development Director MAIL TAX STATEMENTS TO SAME ADDRESS AS ABOVE Space above this line is for Recorder’s Use Only This document is recorded for the benefit of the City of San Rafael and is entitled to be recorded free of charge in accordance with Sections 6103 and 27383 of the Government Code. Canal Boatyard Park, San Rafael, CA, APN: 014-162-01 CERTIFICATE OF ACCEPTANCE OF GRANT OF INTEREST IN REAL PROPERTY THIS IS TO CERTIFY that the interest in the real property conveyed by the attached GRANT DEED, dated November/ 3, 2025, from THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation, as grantor, to the CITY OF SAN RAFAEL, a municipal corporation, as grantee, is hereby accepted by the undersigned agent on behalf of the City of San Rafael pursuant to the authority conferred by Resolution No. 15434 adopted on June 23, 2025, and grantee hereby consents to the recordation of the Grant Deed by its duly authorized officer. By: a A Cristing Alilovich, City Manager Date: Ab Veanrber ES, AUIS APPROVED AS TO FORM: By: CA_—~ Andrea Visveshwara, Chief Assistant City Attorney: Date: (2-0 EXHIBIT A to GRANT DEED Legal Description For APN/Parcel ID(s): 014-162-01 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN RAFAEL, COUNTY OF MARIN, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT “A” AS DELINEATED UPON THE MAP OF EAST SAN RAFAEL, MARIN COUNTY, CALIFORNIA, FILED FOR RECORD AND RECORDED IN THE OFFICE OF THE RECORDER OF MARIN COUNTY, JANUARY 21, 1908 IN LIBER 2 OF MAPS, AT PAGE 109; THENCE ALONG THE NORTHEASTERLY LINE OF CANAL STREET SOUTH 54° 42' EAST 60 FEET; THENCE CROSSING AND SUBDIVIDING LOT “B” AS SHOWN ON SAID MAP NORTH 35° 18’ EAST 289.2 FEET TO THE RIGHT BANK OF SAN RAFAEL CANAL; THENCE ALONG SAID RIGHT BANK LINE NORTH 48° 40’ WEST 13 FEET NORTH 68° 7’ WEST 131.2 FEET (AT 48.4 FEET INTERSECTING LINE BETWEEN LOTS “A” AND “B”) AND NORTH 84° 50' WEST 68.8 FEET; THENCE LEAVING SAID CANAL BANK AND CROSSING AND SUBDIVIDING SAID LOT “A” SOUTH 35° 18’ WEST 225.6 FEET TO SAID NORTHEASTERLY LINE OF CANAL STREET; AND THENCE SOUTH 54° 42’ EAST 140 FEET TO THE PLACE OF BEGINNING. COURSES TRUE, MAGNETIC VARIATION 17° 30’ EAST (ABOVE COURSE “NORTH 68° 7’ WEST 131.2 FEET” SHOWN ON RECORDED MAP AS “NORTH 68° 7’ WEST 129.2 FEET” AND THE NEXT DISTANCE OF 48.4 FEET SHOWN AS 46.4 FEET ON RECORDED MAP). PARCEL TWO: A PORTION OF LOT “A” OF MAP OF EAST SAN RAFAEL, MARIN COUNTY, CALIFORNIA, FILED FOR RECORD AND RECORDED IN THE OFFICE OF THE RECORDER OF MARIN COUNTY, JANUARY 21, 1908 IN LIBER 2 OF MAPS, AT PAGE 109, PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THE LOT OF LAND CONVEYED BY S.J. NORTON ET UX, TO EMMA WOOD BY DEED DATED DECEMBER 28, 1908, AND RECORDED DECEMBER 29, 1908, IN LIBER 118 OF DEEDS AT PAGE 380, IN SAID COUNTY RECORDER’S OFFICE; THENCE NORTH 35° 18’ EAST ALONG THE LINE OF THE LOT OF SAID WOODS 225.6 FEET TO THE RIGHT BANK OF THE SAN RAFAEL CANAL; THENCE WESTERLY AND SOUTHERLY ALONG THE RIGHT BANK OF SAID CANAL AND THE NORTHWESTERLY LINE OF SAID LOT “A” NORTH 84° 50’ WEST 55.50 FEET; SOUTH 69° 57’ WEST 123.30 FEET AND SOUTH 23° 55’ WEST 98.10 FEET TO THE NORTHERLY LINE OF CANAL STREET; THENCE SOUTH 54° 42’ EAST ALONG SAID LAST MENTIONED LINE 99.3 FEET TO THE POINT OF BEGINNING. EXCEPTING FROM THE ABOVE DESCRIBED PARCELS ONE AND TWO THOSE PORTIONS THEREOF WHICH LIE WITHIN THE BOUNDARY LINES OF THE SAN RAFAEL CANAL AS SHOWN ON “MAP NO, 2 OF SALT MARSH & TIDE LANDS SITUATE IN THE COUNTY OF MARIN, STATE OF CALIFORNIA, 1870”, A COPY OF WHICH MAP WAS FILED JULY 20, 1959 IN “CAN F”, MARIN COUNTY RECORDS. 4912-8717-9395 v2 6. SELLER’S CONFIRMATION OF VACANCY Outlook [External] 620 Canal Removal of Contingencies From Matt Wertheim <wertheimlaw@gmail.com> Date Thu 10/23/2025 12:01 PM To Erica Williams <erica.williams@tpl.org>; Tily Shue <tily.shue@tpl.org> CAUTION:This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Dear Erica & Tily, on behalf of the seller of the above-referenced property, this email will formally confirm that all parties in possession have fully vacated the premises at 620 Canal Street. This includes all parties listed on the previously produced customer rent roll, all houseboat tenants, and any other parties with any kind of possessory interest in the property. Should you require anything further, please do not hesitate to contact me. Thank you for your courtesy and professionalism throughout this process. Kind regards, Matthew Wertheim 1015 Irwin St | San Rafael, CA 94901 Office: 415.775.8950 | Cell: 415. 601.9908 PLEASE NOTE THE NEW ADDRESS View Website This message contains information that is confidential and privileged. Unless you are the addressee (or authorized to receive e-mail for the addressee), you may not use, copy, forward or disclose to anyone the message or any information contained in the message. If you have received this e-mail message in error, please advise the sender by reply e-mail or U.S. Mail and delete the message. Thank you. Please consider the environment before printing this e-mail. 10/23/25, 12:02 PM Mail - Erica Williams - Outlook https://outlook.office.com/mail/inbox/id/AAkALgAAAAAAHYQDEapmEc2byACqAC%2FEWg0AqIPdUcbsfk2poee16uRPEQAGYmqYRQAA 1/1 4912-8717-9395 v2 7. GRANT AGREEMENT FOR DISBURSEMENT OF TAX PROCEEDS 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 This Grant Agreement (hereinafter “AGREEMENT”) is made and entered into this 16 day of Serre Bae 2025, by and between the County of Marin, a political subdivision of the State of California (hereinafter “COUNTY ), and the City of San Rafael, a municipal corporation, hereinafter “GRANTEE”. Recitals Whereas, the Marin Parks, Open Space, and Farmland Preservation Transactions and Use Tax Ordinance (hereinafter “MEASURE A”; attached as Exhibit A) was re-implemented by Marin County voters in June, 2022; and Whereas, MEASURE A levies a one-quarter of one-percent transactions and use tax (hereinafter “sales tax”) in Marin County and is estimated to generate approximately $16,000,000 per year for the life of the measure; and Whereas, the Expenditure Plan, attached to MEASURE A and included in Exhibit A, allocates 65% of Measure A revenues to a Parks and Open Space Program; and Whereas, the Parks and Open Space Program allocates 10% of funds toward the preservation of natural lands including public open space, community separators, wildlife corridors, greenbelts and habitat through the purchase of real property or conservation easements for the purposes of permanently protecting and/or restoring natural areas, streams, bay lands, and native ecosystems with high natural resource values, or to improve access to parks and recreation facilities (hereinafter “PROGRAM”); and Whereas, this funding may be used to enable the purchase of real property or conservation - easements to be held by parties other than the County of Marin as long as proposed projects are aligned with the Marin County Parks Strategic Plan and Measure A Ordinance and Expenditure Plan; and Whereas, these funds will be used to leverage matching funding to the greatest extent possible; and Whereas, funds allocated for PROGRAM will be accumulated in a contingency account and used at times when acquisition opportunities become available, both by COUNTY and through matching grants to outside entities; and Whereas, COUNTY is responsible for assessing use of MEASURE A funds for acquisitions; and Whereas, COUNTY has determined that GRANTEE’S purchase of the real property and intended use of the real property for a publicly accessible park (“Project”) is consistent with the purpose of the PROGRAM and furthers COUNTY’S interests in preserving natural lands and meeting Marin County Parks Strategic Plan goals; and Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 1 of 8 Whereas, County recognizes and agrees that the purchase of the real property for the Project by GRANTEE cannot occur until The Trust for Public Land, a California nonprofit public benefit corporation (“TPL”), takes title to the real property from the current owner of the real property, Michael Russo and Anthony Russo, Trustees of The Anthony Cavallo Trust (collectively, “Seller”), pursuant to 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 (“Seller-TPL Closing Condition’). Whereas, COUNTY recognizes and agrees that the construction of Project and ancillary uses related thereto will actually occur as funds become available to GRANTEE, and currently, GRANTEE is not able to predict the period of time over which such funds may be secured. Further, during the period of time that GRANTEE is working to secure such funds, Project may be used for ancillary uses, such as an urban community space that may include, among other uses, food trucks, vendors and community events (“Interim Uses”), which Interim Uses COUNTY has also determined are consistent with the purpose of the PROGRAM. Whereas, GRANTEE has proven to the satisfaction of COUNTY that it is a qualified organization eligible to purchase and transfer or hold perpetual conservation easements or real property; and Whereas, GRANTEE has fulfilled the requirements of the grant application process and is requesting a grant in the amount of $1,350,000 to purchase the Canal Street Property, described by County Assessor Parcel No. 014-162-01 and depicted in Exhibit B, hereinafter, and thereafter, as funds are available, construct the Project. Whereas, COUNTY acknowledges and agrees that in connection with purchase of the real property by GRANTEE for the Project following satisfaction of the Seller-TPL Closing Condition, GRANTEE is relying on a portion of the funds in the amount of $1,505,000.00 being delivered into escrow (“Grantee Escrow’) by TPL at the time of the closing of the purchase of the real property by Grantee. Whereas, COUNTY acknowledges and agrees that GRANTEE is relying on COUNTY to deposit the grant amount described above into the Grantee Escrow on or prior to the date of closing of the real property, which is currently scheduled to occur August 18, 2025. Therefore, COUNTY and GRANTEE are entering into this AGREEMENT. Statement of Agreement 1. It is mutually agreed and understood that, upon signing of this AGREEMENT: a. COUNTY is responsible for managing, accounting for, and disbursing all PROGRAM funds. b. GRANTEE shall provide the COUNTY with all title and acquisition documents pertaining to PROJECT, including, without limitation, an appraisal, a preliminary title report, agreement for purchase and sale, environmental documentation or hazardous materials assessment, baseline conditions report (if necessary), escrow instructions and documents of title. COUNTY shall review and approve all of these acquisition documents prior to releasing funds. c. COUNTY agrees to commit $1,350,000 to purchase of the real property for the Project, not to exceed a 1/2 match of the total purchase price. Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 2 of 8 2. GRANTEE shall provide $500,000 to purchase of the real property for the Project. The purchase price of any real property interests under this agreement may not exceed the fair market value as established by the approved appraisal, conducted by a licensed appraiser. The Seller-TPL Closing Condition shall be a condition precedent to the purchase by GRANTEE and the closing of the purchase and sale transaction related to the real property for the Project. While the real property is anticipated by GRANTEE to be used in the future for the Project, the timing of such use is uncertain, and prior to GRANTEE obtaining all funds for construction of the Project, Grantee will use the real property for the Interim Uses. By Resolution dated 6/23/2025 GRANTEE's City Council authorized Cristine Alilovich, City Manager, to execute this AGREEMENT and take any other actions necessary to effect transfer of the real property or conservation easement on behalf of GRANTEE, and agrees to its terms and conditions. GRANTEE’S use of PROGRAM funds must comply with Exhibit A and B of this AGREEMENT. After COUNTY has determined GRANTEE has met all conditions precedent to acquisition and disbursement of funding, COUNTY agrees to deposit funds into the Grantee Escrow on or prior to closing of the purchase and sale transaction for the real property. GRANTEE shall notify COUNTY of request for disbursement in writing and include the name, address, and telephone number of the title company or escrow holder and the Grantee Escrow account number to which the funds will be deposited. The letter shall be signed by the authorized representative of the GRANTEE named in item (f). GRANTEE shall, at closing of the purchase of the real property, apply for and receive title insurance sufficient to cover the purchase price of the property. If the period between the approval date of the appraisal and the date of purchase agreement exceeds one (1) year, COUNTY will require the appraisal to be updated. . Throughout the term of AGREEMENT, COUNTY shall have the right to inspect PROJECT site to ascertain accuracy of information and compliance with this AGREEMENT. Indemnification GRANTEE shall defend, indemnify, hold harmless, and release COUNTY, its elected and appointed Officials, officers, agents, and employees, from and against any and ail actions, claims, damages, liabilities, or expenses (hereinafter “LIABILITY”) that may be asserted by any third party arising out of or in connection with GRANTEE’S performance under or the making of this AGREEMENT, except to the extent that LIABILITY is caused by the negligence or willful misconduct of COUNTY. 3. Duration and Termination GRANTEE shall complete acquisition of easement or real property interests no later than August 18, 2025. Prior to the completion date, either party may terminate this agreement for any reason by providing the other party with thirty (30) days notice in writing. lf COUNTY terminates prior to the completion date, GRANTEE shall take all reasonable measures to prevent further costs to COUNTY. Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 3 of 8 COUNTY shall be responsible for any reasonable and non-cancelable obligations incurred by GRANTEE in performance of AGREEMENT prior to the date of the notice to terminate, but only up to the unpaid balance of funding authorized in this agreement. 4. Contacts and Notices All notices under this Agreement shall be in writing (unless otherwise specified) and delivered by hand, by commercial courier service, or by United States mail, postage prepaid at the addresses set forth below, or such other addresses as the GRANTEE and COUNTY may designate by notice. For County: Craig Richardson, Senior Planner Marin County Parks 3501 Civic Center Drive, Suite 260 San Rafael, CA 94903 Phone: (415) 473-6387 Email: craig. richardson@marincounty.gov For Grantee: Community and Economic Development Director City of San Rafael 1400 Fifth Avenue Phone: 415.485.3460 micah. hinkle@cityofsanrafael.org 5. No Third Party Beneficiaries Nothing contained in this agreement shall be construed to create, and neither GRANTEE nor COUNTY intend to create, any rights in a third party. 6. Expenses Except as otherwise provided in Section 2 of this AGREEMENT, GRANTEE shall be solely responsible for and shall bear all of its own respective legal expenses in connection with any dispute arising out of this AGREEMENT and the transactions hereby contemplated. GRANTEE may not use PROGRAM funds for the aforementioned purpose. 7. Integration This AGREEMENT, including Exhibits A and B, which are attached hereto and incorporated herein by reference, represents the entire AGREEMENT with respect to the subject matter thereof. No representations, warranties, inducements or oral agreements have been made by GRANTEE or COUNTY except as expressly set forth herein. 8. Amendment Except as otherwise provided herein, this AGREEMENT may not be changed, modified or rescinded except in writing, signed by each party hereto, and any attempt at oral modification of this AGREEMENT shall be void and of no effect. Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 4 of 8 9. Severability Should a court of competent jurisdiction rule or declare that any part of this AGREEMENT is unconstitutional, invalid, or beyond the authority of either GRANTEE or COUNTY to enter into or carry out, such decision shall not affect the validity of the remainder of this AGREEMENT, which shall continue in full force and effect; provided that the remainder of this AGREEMENT can, absent the excised portion, be reasonably interpreted to give effect to the intentions of GRANTEE and COUNTY. 10. Audits/Accounting/Records GRANTEE shall maintain financial accounts, documents, and records relating to this AGREEMENT in accordance with the guidelines of “Generally Accepted Accounting Principles” (GAAP) published by the American Institute of Certified Public Accountants. The records shall include, without limitation, evidence sufficient to reflect properly the amount, receipt, deposit, and disbursement of all funds related to the purchase of easement or real property interests. COUNTY may review, obtain, and copy all records relating to performance of AGREEMENT. GRANTEE shall provide COUNTY with any relevant information requested and shall permit COUNTY access to the GRANTEE’s premises upon reasonable notice, during normal business hours, to interview employees and copy books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this AGREEMENT and any applicable laws and regulations. GRANTEE shall retain records related to the acquisition for three years following the date of final disbursement by COUNTY. All other records shall be retained by the GRANTEE for three years following the final payment or the final year to which the records pertain, whichever is later. The records shall be subject to examination and audit by COUNTY during the retention periods. If GRANTEE retains any contractors to accomplish any of the work of this AGREEMENT, GRANTEE shall first enter into an agreement with each contractor requiring the contractor to meet the terms of this section and to make the terms applicable to all subcontractors. COUNTY may disallow all or part of the cost of any activity or action that it determines to be not in compliance with the requirements of this AGREEMENT. 11. Transfer of Property Transfer of the easement or real property is subject to the prior written approval of the Director of Marin County Parks. The transferee shall be subject to all provisions of this AGREEMENT. If COUNTY deems necessary, prior to the approval of any transfer of the real property, the transferee shall enter into a new agreement sufficient to protect the interest of the COUNTY. 12. Condemnation If the easement or real property interests are under threat of condemnation or has been condemned the GRANTEE shall promptly notify COUNTY in writing, and shalt use its best efforts to obtain the maximum compensation possible. Upon receiving condemnation proceeds, the GRANTEE shall promptly pay COUNTY a percentage of the condemnation proceeds equivalent to the percentage of the total acquisition cost originally contributed by COUNTY. Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 5 of 8 13. Use of Easement or Real Property Interests as Security for Debt GRANTEE shall not use the real property as security for any debt without the written approval of the Director of Marin County Parks. 14. Signage GRANTEE will post signs or recognize the use of Measure A funds for PROJECT in a manner agreeable to COUNTY. IN WITNESS WHEREOF, COUNTY and GRANTEE have executed this AGREEMENT on the day and year above written. ws ITY OF SAN a> iin corporation A Cristine Allo Alilovich, City Manager APPROVEDASTO FORM: Andrea Visveshwara, Chief Assistant City Attorney COUNTY OF MARN | 4 AÑ, NA i | | ry | NÓ 人 用 Ed = - 有 Board of Supervisors / Attest [ d VE Dala > Deputy Clerk Approved as to Form Re By: JA Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 6 of 8 EXHIBIT A Ordinance 3586 and Expenditure Plan Measure A Natural Lands Grant Preservation and Park Access Grant Agreement “Page7 of8 ORDINANCE NO. 3760 AN ORDINANCE OF THE COUNTY OF MARIN, STATE OF CALIFORNIA, RE-IMPLEMENTING A ONE-QUARTER OF ONE PERCENT TRANSACTIONS AND USE TAX TO BE ADMINISTERED BY THE CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION FOR PARKS, OPEN SPACE, AND SUSTAINABLE AGRICULTURE THE BOARD OF SUPERVISORS OF THE COUNTY OF MARIN ORDAINS AS FOLLOWS: SECTION 1. TITLE This Ordinance shall be known as the Marin Parks, Open Space, and Sustainable Agriculture Transactions and Use Tax Ordinance. The County of Marin hereinafter shall be called "County." This Ordinance shall be applicable in the incorporated and unincorporated territory of the County. SECTION 2. EFFECTIVE DATE; OPERATIVE DATE; ADMINISTRATION A. This Ordinance relates to the levying and collecting of the County transactions and use taxes and shall take effect immediately (“Effective Date’). B. This Ordinance shall become operative on October 1, 2022 or the start of the earliest quarter thereafter, on the first day of the first calendar quarter commencing more than 110 days after the adoption of this Ordinance, consistent with California Department of Tax and Fee Administration requirements ("Operative Date"); provided, however, that the Marin Parks, Open Space, and Sustainable Agriculture Expenditure Plan ("Expenditure Plan"), attached hereto as Exhibit "A," shall commence on the Effective Date of this Ordinance. C. Upon becoming operative, this Ordinance shall apply to any unspent fund balance from Ordinance 3586, which became effective April 1, 2013. SECTION 3. PURPOSE This Ordinance is adopted to achieve the following, among other purposes, and directs that the provisions hereof be interpreted in order to accomplish those purposes: A. To re-implement a retail transactions and use tax in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code and Section 7285.5 of Part 1.7 of Division 2, which authorizes the County to adopt this tax Ordinance which shall be Operative if a (2/3) majority of the electors voting on the measure vote to approve the imposition of the tax at an election called for that purpose. B. To adopt a retail transactions and use tax ordinance that incorporates provisions identical to those of the Sales and Use Tax Law of the State of California insofar as those provisions are not inconsistent with the requirements and limitations contained in Part 1.6 of Division 2 of the Revenue and Taxation Code. C. To adopt a retail transactions and use tax ordinance that re-implements a tax and provides a measure therefor that can be administered and collected by the Ordinance No. 3760 Page 1 of 6 California Department of Tax and Fee Administration in a manner that adapts itself as fully as practicable to, and requires the least possible deviation from, the existing statutory and administrative procedures followed by the California Department of Tax and Fee Administration in administering and collecting the California State Sales and Use Taxes. To adopt a retail transactions and use tax ordinance that can be administered in a manner that will be, to the greatest degree possible, consistent with the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code, minimize the cost of collecting the transactions and use taxes, and at the same time, minimize the burden of record-keeping upon persons subject to taxation under the provisions of this Ordinance. SECTION 4, EXPENDITURE PLAN: LIMITATION OF EXPENDITURES: FISCAL OVERSIGHT Pursuant to the requirements of Government Code §50075.1, (1) the Expenditure Plan constitutes the statement of the specific purposes for which the revenue generated by this Ordinance may be expended, (2) the expenditure of the revenue generated by this Ordinance shall be restricted to the purposes stated in Exhibit "A," (3) the revenue generated by this Ordinance shall be deposited into the "Parks, Open Space, and Sustainable Agriculture Special Tax Account," and (4) the County Department of Finance shall prepare and file with the Board of Supervisors reports meeting the requirements of Government Code §50075.3. SECTION 5. CONTRACT WITH STATE Prior to the Operative Date, the County shall contract with the California Department of Tax and Fee Administration to perform all functions incident to the administration and operation of this transactions and use tax ordinance; provided, that if the County shall not have contracted with the California Department of Tax and Fee Administration prior to the Operative Date, it shall nevertheless so contract and in such a case the Operative Date shall be the first day of the first calendar quarter following the execution of such a contract. SECTION 6. TRANSACTIONS TAX RATE For the privilege of selling tangible personal property at retail, a tax is hereby re- implemented upon all retailers in the incorporated and unincorporated territory of the County at the rate of one-quarter of one percent (0.25%) of the gross receipts of any retailer from the sale of ail tangible personal property sold at retail in said territory on and after the Operative Date of this Ordinance. SECTION 7. PLACE OF SALE For the purposes of this Ordinance, all retail sales are consummated at the place of business of the retailer unless the tangible personal property sold is delivered by the retailer or his agent to an out-of-state destination or to a common carrier for delivery to an out-of-state destination. The gross receipts from such sales shall include delivery charges, when such charges are subject to the state sales and use tax, regardless of the place to which delivery is made. In the event a retailer has no permanent place of business in the State or has more than one place of business, the place or places at which the retail sales are consummated shall be determined under rules and regulations to be prescribed and adopted by the California Department of Tax and Fee Administration. Ordinance No. 3760 Page 2 of 6 SECTION 8. USE TAX RATE An excise tax is hereby re-implemented on the storage, use or other consumption in the County of tangible personal property purchased from any retailer on and after the Operative Date of this Ordinance for storage, use or other consumption in said territory at the rate of one quarter of one-percent (0.25%) of the sales price of the property. The sales price shall include delivery charges when such charges are subject to state sales or use tax regardless of the place to which delivery is made. SECTION 9. ADOPTION OF PROVISIONS OF STATE LAW Except as otherwise provided in this Ordinance and except insofar as they are inconsistent with the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code, all of the provisions of Part 1 (commencing with Section 6001) of Division 2 of the Revenue and Taxation Code are hereby adopted and made a part of this Ordinance as though fully set forth herein. SECTION 10. LIMITATIONS ON ADOPTION OF STATE LAW AND COLLECTION OF USE TAXES In adopting the provisions of Part 1 of Division 2 of the Revenue and Taxation Code: A. Wherever the State of California is named or referred to as the taxing agency, the name of this County shail be substituted therefore. However, the substitution shall not be made when: 1. The word "State" is used as a part of the title of the State Controller, State Treasurer, State Board of Control, State Board of Equalization, State Treasury, or the Constitution of the State of California; 2. The result of that substitution would require action to be taken by or against this County or any agency, officer, or employee thereof rather than by or against the California Department of Tax and Fee Administration, in performing the functions incident to the administration or operation of this Ordinance. 3. In those sections, including, but not necessarily limited to sections referring to the exterior boundaries of the State of California, where the result of the substitution would be to: a. Provide an exemption from this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not otherwise be exempt from this tax while such sales, storage, use or other consumption remain subject to tax by the State under the provisions of Part 1 of Division 2 of the Revenue and Taxation Code, or; b. Impose this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not be subject to tax by the state under the said provision of that code. 4. In Sections 6701, 6702 (except in the last sentence thereof), 6711, 6715, 6737, 6797 or 6828 of the Revenue and Taxation Code. a. The word "County" shall be substituted for the word "State" in the phrase "retailer engaged in business in this State" in Section 6203 and in the definition of that phrase in Section 6203. + “A retailer engaged in business in the County” shall also include any retailer that, in the preceding calendar year or the current calendar year, has total combined sales of tangible personal property in this state or for delivery in the State by the retailer and all persons related to the retailer that exceeds five hundred thousand dollars ($500,000). For purposes of this section, a Ordinance No. 3760 Page 3 of 6 person is related to another person if both persons are related to each other pursuant to Section 267(b) of Title 26 of the United States Code and the regulations thereunder. SECTION 11. PERMIT NOT REQUIRED If a seller's permit has been issued to a retailer under Section 6067 of the Revenue and Taxation Code, an additional transactor's permit shall not be required by this Ordinance. SECTION 12. EXEMPTIONS AND EXCLUSIONS A. There shall be excluded from the measure of the transactions tax and the use tax the amount of any sales tax or use tax imposed by the State of California or by any city, city and county, or county pursuant to the Bradley-Burns Uniform Local Sales and Use Tax Law or the amount of any state-administered transactions or use tax. B. There are exempted from the computation of the amount of transactions tax the gross receipts from: 1. y Sales of tangible personal property, other than fuel or petroleum products, to operators of aircraft to be used or consumed principally outside the County in which the sale is made and directly and exclusively in the use of such aircraft as common carriers of persons or property under the authority of the laws of this State, the United States, or any foreign government. Sales of property to be used outside the County which is shipped to a point outside the County, pursuant to the contract of sale, by delivery to such point by the retailer or his agent, or by delivery by the retailer to a carrier for shipment to a consignee at such point. For the purposes of this paragraph, delivery to a point outside the County shall be satisfied: a. With respect to vehicles (other than commercial vehicles) subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, and undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code by registration to an out-of-County address and by a declaration under penalty of perjury, signed by the buyer, stating that such address is, in fact, his or her principal place of residence; and b. With respect to commercial vehicles, by registration to a place of business out-of-County and declaration under penalty of perjury, signed by the buyer, that the vehicle will be operated from that address. The sale of tangible personal property if the seller is obligated to furnish the property for a fixed price pursuant to a contract entered into prior to the Operative Date of this Ordinance. A lease of tangible personal property which is a continuing sale of such property, for any period of time for which the lessor is obligated to lease the property for an amount fixed by the lease prior to the Operative Date of this Ordinance. For the purposes of subparagraphs (3) and (4) of this section, the sale or lease of tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised. C. There are exempted from the use tax imposed by this Ordinance, the storage, use Ordinance No. 3760 Page 4 of 6 or other consumption in this County of tangible personal property: 1. 2. The gross receipts from the sale of which have been subject to a transactions tax under any state-administered transactions and use tax ordinance. Other than fuel or petroleum products purchased by operators of aircraft and used or consumed by such operators directly and exclusively in the use of such aircraft as common carriers of persons or property for hire or compensation under a certificate of public convenience and necessity issued pursuant to the laws of this State, the United States, or any foreign government. This exemption is in addition to the exemptions provided in Sections 6366 and 6366.1 of the Revenue and Taxation Code of the State of California. If the purchaser is obligated to purchase the property for a fixed price pursuant to a contract entered into prior to the Operative Date of this Ordinance. If the possession of, or the exercise of any right or power over, the tangible personal property arises under a lease which is a continuing purchase of such property for any period of time for which the lessee is obligated to lease the property for an amount fixed by a lease prior to the Operative Date of this Ordinance. For the purposes of subparagraphs 3. and 4. of this section, storage, use, or other consumption, or possession of, or exercise of any right or power over, tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised. Except as provided in subparagraph 7, a retailer engaged in business in the County shall not be required to collect use tax from the purchaser of tangible personal property, unless the retailer ships or delivers the property into the County or participates within the County in making the sale of the property, including, but not limited to, soliciting or receiving the order, either directly or indirectly, at a place of business of the retailer in the County or through any representative, agent, canvasser, solicitor, subsidiary, or person in the County under the authority of the retailer. "A retailer engaged in business in the County" shail also include any retailer of any of the following: vehicles subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, or undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code. That retailer shall be required to collect use tax from any purchaser who registers or licenses the vehicle, vessel, or aircraft at an address in the County. D. Any person subject to use tax under this Ordinance may credit against that tax any transactions tax or reimbursement for transactions tax paid to a County imposing, or retailer liable for a transactions tax pursuant to Part 1.6 of Division 2 of the Revenue and Taxation Code with respect to the sale to the person of the property the storage, use or other consumption of which is subject to the use tax. SECTION 13. USE OF PROCEEDS The proceeds of the taxes imposed by this ordinance shall be used solely for the projects and purpose set forth in the Expenditure Plan attached as “Exhibit A" and for the administration Ordinance No. 3760 Page 5 of 6 thereof. SECTION 14. AMENDMENTS All amendments subsequent to the Effective Date of this Ordinance to Part 1 of Division 2 of the Revenue and Taxation Code relating to sales and use taxes and which are not inconsistent with Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Cade, and all amendments to Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, shall automatically become a part of this Ordinance, provided however, that no such amendment shall operate so as to affect the rate of tax imposed by this Ordinance. SECTION 15. ENJOINING COLLECTION FORBIDDEN No injunction or writ of mandate or other legal or equitable process shall issue in any suit, action or proceeding in any court against the State or the County, or against any officer of the State or the County, to prevent or enjoin the collection under this Ordinance, or Part 1.6 of Division 2 of the Revenue and Taxation Code, of any tax or any amount of tax required to be collected. SECTION 16. SEVERABILITY If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, the remainder of the Ordinance and the application of such provision to other persons or circumstances shall not be affected thereby. SECTION 17. PUBLICATION Within thirty (30) days of its passage, this ordinance shall be published with the names of the supervisors voting for and against the same in the MARIN INDEPENDENT JOURNAL, a newspaper of general circulation published in the County of Marin. SECTION 18. TERMINATION DATE The authority to levy the tax re-implemented by this Ordinance shall expire nine years from the Operative Date of this Ordinance. PASSED AND ADOPTED at a regular meeting of the Board of Supervisors of the County of Marin held on February 15, 2022, by the following vote: AYES: SUPERVISORS Dennis Rodoni, Judy Arnold, Damon Connolly, Stephanie Moulton-Peters, Katie Rice NOES: NONE ), ABSENT: NONE 1/ "BOARD OF SUPERVISORS ATTEST LN ¡e á / AdfymcA CLERK’ * 1 A Ordinance No. 3760 Page 6 of 6 Exhibit A PARKS, OPEN SPACE, AND SUSTAINABLE AGRICULTURE EXPENDITURE PLAN A. Summary It is proposed that the voters in Marin County be presented at the June 7, 2022 Primary Election, the opportunity to vote to re-implement an existing tax that funds the preservation of Marin County parks, open space preserves, and farmland. The Parks, Open Space, and Sustainable Agriculture one-fourth cent (1/4 cent) sales tax ("Measure") is estimated, at current collection levels, to generate approximately $16,000,000 per year. This level of revenue may change during the life of the Measure due to the variability in annual receipts. All revenue projections described below are approximate and will be subject to changes in annual receipts. This Expenditure Plan ("Plan") outlines three programs for spending the sales tax proceeds. In Part B of the Plan, each program is described by its funding allocation, and types of projects and activities that the funding would support. Part C of the Plan contains administrative provisions, including a Community Oversight Committee and public process for determining annual expenditures. B. Program Descriptions 1. Parks and Open Space Program (65%) The purpose of this Program is to protect or restore natural resources, maintain existing county parks and open space preserves, and preserve natural lands. Sixty five percent (65%) of revenues generated annually by this Measure shall be made available for the following uses. a. Protect or Restore Natural Resources and Maintain Existing County Parks and Open Space Preserves. The purpose of this element is to protect or restore natural resources and maintain our existing county parks and open space preserves. Sixty five percent (65%) of the Parks and Open Space Program's annual amount shail be used for the following purposes. - i. Enhance biodiversity, and control populations of invasive, non-native weeds in communities throughout Marin. ii. Repair, maintain, and/or replace deteriorating recreation facilities and infrastructure in county parks, on county regional pathways, and locally through partnerships. Facilities and infrastructure include, but are not limited to, children's playgrounds, bathrooms, water fountains, water lines, picnic areas and tables, the swimming poo! at McNear's Beach Park, signs, sea walls, kayak and canoe launches, fishing piers, paved multiuse pathways such as Mill Valley/Sausalito bike path and Corte Madera Creek bike path, tennis courts, basketball courts, the skate park at John F. Mcinnis Park, landscape plantings, parking lots, irrigation systems, and bail fields. iii. Implement trail projects to protect water quality, sensitive habitats and natural areas (including habitat for rare and endangered species); reduce erosion; avoid unstable slopes; improve trail safety and sustainability; improve trail enjoyment and recreation opportunities; and reduce maintenance costs, in accordance with the Marin County Parks Ordinance No. 3760 Exhibit A Page 1 of 5 Road and Trail Management Plan. Project types may include, but are not limited to, rerouting existing trails; decommissioning (closing) unauthorized and redundant trails with concurrent habitat restoration; converting redundant or unnecessary fire roads to trails (in consultation with Marin fire agencies); building new or modifying existing trails when necessary to improve trail safety and/or achieve connections to other trails or destinations; and entering into arrangements with private landowners for esseniial trail connections. iv. Protect and restore wetlands along Marin's coastline and bay shoreline to protect wildlife habitat, including habitat for shorebirds, waterfowl, and endangered wildlife such as the California clapper rail and salt marsh harvest mouse. v. Protect water quality and fish habitat by reducing erosion and sedimentation, and/ or engaging in restoration projects in streams and creeks within county parks and preserves including, but not limited to, Coyote Creek, Miller Creek, Lagunitas Creek, Corte Madera Creek, Rush Creek, Novato Creek, and Las Gallinas Creek. vi. Repair, maintain, and/or replace deteriorating facilities and infrastructure in open space preserves that orient and inform visitors, enable public access, protect natural resources, enhance safety, and prevent slope instability and flooding affecting downstream areas. Facilities and infrastructure include, but are not limited to, signs, gates, fences, flood prevention and drainage improvements, slope stability improvements, culverts, retaining walls, and bridges. vii, Augment current visitor services for parks and open space preserves - via rangers, programming, and partnerships - to protect natural resources; support visitor safety and enjoyment; and support volunteerism and environmental education. b. Reduce the Risk of Wildfire In County Parks and Open Space Preserves. The purpose of this element is to reduce the risk of wildfire on and adjacent to county parks and open space preserves. Twenty five percent (25%) of the Parks and Open Space Program's annual amount shall be used for direct services to fund fuels reduction crews made up of Parks staff or through a contractor, fire department or other partner to provide on the ground fuels reduction services to reduce the risk of wildfire in county parks and open spaces throughout Marin in close consultation with fire agencies, and while protecting biodiversity and ecosystem services including the following: i. Reducing flammable fuels in the wildland urban interface in accordance with the priorities described in the County's Community Wildfire Protection Plan. ii. Conducting prescribed burns in partnership with local fire agencies. iii, Maintaining defensible space in Park and Open Space lands adjacent to nearby communities Staff will develop an annual fuels reduction work plan with input from the community and local fire agencies and in partnership with the Marin Wildfire Protection Authority (“MWPA"). The outcomes of this work will be published and reviewed by the Board of Supervisors each year. Staff will partner with MWPA through an MOU to maximize coordination and joint-decision making for vegetation management and evacuation route clearing, to delineate non- Ordinance No. 3760 Exhibit A Page 2 of 5 overlapping areas of responsibility to identify and prioritize the most urgent projects impacting community/public safety, and to reduce costs. Any unspent funds below the annual required spending within this allocation will be accumulated, carried over, and accrued for expenditure in future years, not to exceed ten (10) years after the termination date of the sales tax. c. Preserve Natural Lands The purpose of this element is to enable fulfillment of the Marin County Parks Strategic Plan goals related to the permanent preservation of land for public open space, community separators, wildlife corridors, greenbelts, and habitat. Ten percent (10%) of the Parks and Open Space Program's annual amount shall be used for the following purposes; however, the annual amount or its balance may be accumulated, carried over, and accrued for expenditure in future years, not to exceed ten (10) years after the termination date of the sales tax extension. i. Acquire land or conservation easements from willing sellers through direct purchase or partnerships for the purposes of permanently protecting and/or restoring natural areas, streams, bay lands, and native ecosystems with high natural resource values; or to improve access to parks and recreation facilities. ii. Implement public access, safety, and environmental protection improvements on lands and conservation easements purchased under this program on or after April 1, 2013. ili. To the extent possible, these funds would be used to leverage matching funds from public and private partners. 2. Sustainable Agriculture Program (20%) The purpose of this Program is to support and enhance ecosystem services, climate resiliency, and the protection, restoration, and sustainability of Marin County agricultural working lands and food systems. Twenty percent (20%) of revenues generated annually by this Measure shail be made available for the following uses. a. Thirty percent (30%) of the Sustainable Agriculture Program’s annual amount shall provide competitive matching grants to qualified organizations to support work on sustainable food systems, climate beneficial management, and improving natural resource values on Marin's working lands, including: carbon capture farming practices, environmental restoration, regenerative agriculture, improving ecosystem services for water quality and soil health, local food supply sustainability and community gardens, wildlife corridor and habitat improvements, providing for public access, increasing access to low-cost farmland and farming for low-income and underserved communities. b. Twenty percent (20%) of the Sustainable Agriculture Program's annual amount shall provide matching grants to the Marin Resource Conservation District for the purpose of implementing carbon farm plans and similar projects on working agricultural lands which will support and enhance water quality and soil health, biodiversity, wildlife corridors, riparian zones, erosion control, climate resiliency, and safeguard wildlife habitat and pollinators. c. Fifty percent (50%) of the Sustainable Agriculture Program over the life of the measure shall be used for the purchase of perpetual agricultural conservation easements (including those on land already encumbered by agricultural Ordinance No. 3760 Exhibit A Page 3 of 5 conservation easements) and purchase of additional real property interests to protect and permanently preserve Marin County farms and ranches for productive agricultural use through voluntary transactions with landowners, and monitoring and enforcing existing easements. d. This program's annual amount, or its balance, may be accumulated, carried over, and accrued for expenditure in future years, not to exceed ten (10) years after the termination date of the sales tax. 2. City, Town, and Applicable Special District Program (15%) The purpose of this Program is to assist Marin's municipalities and applicable special districts in managing their parks, open space preserves, recreation programs, and vegetation to promote biodiversity and reduce wildfire risk. Fifteen percent (15%) of the revenues generated annually by this Measure shall be made available for the following uses. a, Provide grants to cities, towns, and applicable special districts (special districts that provide for parks, open space and/or recreation in unincorporated areas), to maintain, restore, and/or renovate existing parks, preserves, and recreational facilities; to construct new parks and recreational facilities or acquire parklands; or to engage in vegetation management to reduce wildfire risk, promote biodiversity, or control invasive non-native weeds on private, municipal, or district lands. Funds shall be available through a grant allocation process that will be designed in concert with the cities, towns, and applicable special districts. The grant allocation process, but not the individual projects, shall be subject to approval by the Marin County Board of Supervisors. This program's annual amount, or its balance, may be accumulated, carried over, and accrued for expenditure in future years, not to exceed ten (10) years after the termination date of the sales tax. C. Administrative Provisions 1. Community Oversight Committee a. The Community Oversight Committee formed by the Marin County Board of Supervisors within 6 months following the passage of Ordinance No. 3586 in 2012 shall be continued. The responsibilities of this committee shall continue to be to review Plan expenditures on an annual basis to ensure they conform with the Plan and oversee an annual audit and prepare an annual report describing how funds were spent. Members of the committee shall be appointed by the Board. The role of the committee shall be to advise the Board and staff on these matters, The committee shall report to the Director and General Manager of Marin County Parks. Members of the Community Oversight Committee shall be county residents who are neither elected officials of any government, nor employees from any agency or organization that either oversees or benefits from the proceeds of the sales tax. The committee shall consist of seven at-large members. The committee shall continue to operate under existing bylaws approved by the Board of Supervisors related to the conduct of committee meetings and business, which may be updated by the Board of Supervisors. Meetings of the committee shall be open to the public and shall be held in compliance with the Ralph M. Brown Act, California's open meeting law. Ordinance No. 3760 Exhibit A Page 4 of 5 f. The committee shall dissolve after all revenue collected from this Measure is expended and a final report is submitted. 2. Re-implementation Requirements Implementation of the plan shall be guided by the following procedures to ensure that the revenue generated by the Measure continues to be spent in the most efficient and effective manner possible, consistent with serving the public interest in Marin County, and the desires of the voters of Marin County. a. The Marin County Parks and Open Space Commission shall conduct a public meeting annually to gain public input on selection of projects to expend the sales tax revenues, as part of County's annual budget development process. The County of Marin is charged with the fiduciary duty to administer sales tax proceeds in accordance with applicable laws. Disbursement of funds as grants shall be subject to terms and conditions that may include, but are not limited to, the County's right to 1) require grantees to enter into funding agreements with the County; 2) require matching funds; and 3) audit a grantee's use of tax proceeds. Actual revenues generated by the Measure may be higher or lower than estimates in this Plan due to variability in annual tax receipts. County shall annually estimate revenue from the Measure. County may accumulate revenue over multiple years so that sufficient funding is available for larger and long-term projects. All interest income shall be used for the purposes identified in this Plan and shall accrue proportionately to the programs identified in this Plan. Ten (10) years after the termination date of the sales tax re-implementation, unused funds and accrued interest from the Sustainable Agriculture Program and the City, Town, and Applicable Special District Program shall be available for any purpose consistent with this Plan, subject to approval by the Board of Supervisors. Sales tax proceeds are intended to augment annual County of Marin General Fund support for Marin County Parks. Any reduction in the annual net county costs below the 2022-23 allocation to Marin County Parks from the General Fund will be within the range of reductions being required from other county departments. - To enhance local workforce development and employment opportunities, and involve youth and young adults in caring for our natural resources, the county will reach out to local community based, not-for-profit, and/or for-profit businesses and consider these entities for the provision of new contracted services funded by this measure. No more than five percent (5%) of the Parks and Open Space Program's annual amount may be used for administrative expenses by the county. No more than five percent (5%) of the Sustainable Agriculture Program's annual amount may be used for administrative expenses by the county. Ordinance No. 3760 Exhibit A Page 5of 5 EXHIBIT B Project Description Measure A Natural Lands Grant Preservation and Park Access Grant Agreement Page 8 of 8 MARIN COUNTY MEASURE A LAND PRESERVATION AND PARK ACCESS P PROGRAM AT LA E des WTO APPICOATTOTT PRESERVATION RECREATION Introduction Measure A (see Ordinance 3760 in the Web References section below) includes funding (10% of the Parks and Open Space Program’s annual amount) for preservation of natural lands and improving access to park and recreation facilities (Measure A Program). The purpose of this Measure A Program is to “enable fulfillment of the Marin County Parks Strategic Plan goals related to the permanent preservation of land for public open space, community separators, wildlife corridors, greenbelts, and habitat.” This includes the purchase of land or conservation easements from willing sellers for the purposes of improving access to park and recreation facilities or permanently protecting and/or restoring natural areas, streams, bay lands, and native ecosystems with high natural resource values. Marin County Parks may use a portion of these funds as revenue to grant to qualified agencies or organizations for these purposes. The County intends to use this grant as “seed money” to be used by the grantee to assist in its fund-raising efforts. As such, the grants are limited to an amount up to 50% of the purchase price. Additionally, providing matching grants to outside agencies or organizations is secondary to the County’s acquisition and conservation of parks and natural areas. Note to Applicants’ This application is used to secure grant funding from the County, through the Measure A Program. To facilitate processing your grant application, please note the following: e Marin County Parks will disburse funds from the Measure A Program subject to a signed grant agreement between the applicant and the County of Marin. e The review and approval process, described below, establishes the steps required to secure a grant of Measure A Program funds. e Grant applications are accepted at any time. e Grant applications are accepted by e-mail or hard copy. o Ife-mailing your application, please submit all documents in pdf format o Ife-mailing, address your application to your assigned staff contact o Mail your application to: Marin County Parks, 3501 Civic Center Drive, Suite 260, San Rafael, CA 94903 o Marin County Parks will acknowledge receipt of all applications e Proposed grant agreements will be considered at regularly scheduled public meetings of the Marin County Parks and Open Space Commission and the Marin County Board of Supervisors (Board). Applicants should plan on attending the meeting(s) at which their agreement is being considered. e Grants are subject to availability of Measure A Program funds and are secondary to the County’s acquisition program. e The sales tax increment supporting the County Program expires in 2031, though limited Measure A Program funds may be available until they are exhausted. | Note: The terms “Applicant”, “Grantee” and “Owner” are used interchangeably in this application packet, and refer to the same entity, depending on the status of the application and approval process. Marin County Parks 3501 Civic Canter Dr Suite 2An San Rafael CA 94902 ”www marincaiintvnarks arc General Program Requirements Compliance with following requirements is necessary to receive Measure A Program funding: 1. 10. 11. 12. 13 14. The purchase price of any interest in land may not exceed fair market value, as established by an appraisal prepared by an MAI (Member, Appraisal Institute) appraiser and reviewed and approved by the County. All appraisals shall be finalized or updated within 12 months of the date of execution of a purchase agreement for the property. The Marin County Department of Public Works — Real Estate Section shall review and approve all appraisals. Real property interests shall be acquired only from willing sellers. . Real property acquisitions shall provide for the protection of open space and resource values, or park and recreation facilities in perpetuity either through deed restriction, conservation easement or other means approved by the County. A park project may provide public and/or managed programmatic access to outdoor immersive experiences. Easements shall include provisions to protect water quality, habitat, scenic, cultural, historic, and/or recreational values on the property. Real property interests shall name the County, the Marin County Open Space District, or a public entity approved by the County, as a back-up owner in the event the original owner ceases to exist or to be a qualified organization, and if there is no other public agency that assumes such a role. The Director shall approve the form of the grant deed, easement deed, deed restrictions or other type of deed used to acquire land pursuant to the Grant Program. The holder of any conservation easements acquired pursuant to this Grant Program shall monitor and enforce the easements in accordance with the Land Trust Alliance Land Standards and Practices, as such standards and practices may be amended from time to time. The County will deposit all funds used to support real property acquisition consistent with the Grant Program directly into an escrow account established for the purchase of the property described in the grant application. The County will approve the form of the deed, easement, or other documents of title. The final easement terms and conditions are subject to input, review, and approval by the County. Measure A Program funds are limited to an amount up to 50% of the purchase price. Additional funding may be provided for projects that serve those who may be underrepresented in conventional political processes, including youth, non-citizens, rural communities, low-income communities and communities of color. The applicant must enter into a grant agreement with the County before the disbursement of funding from this Measure A Program. . The use of public funds to acquire natural or park lands is a project within the meaning of the California Environmental Quality Act and is subject to the requirements of Division 13 of the California Public Resources Code. California Code of Regulations, Title 14, Section 15325 provides for a categorical exemption for transfer of ownership to preserve natural conditions. The applicant must meet the requirements of a qualified organization as defined in the Marin County Natural Lands and Park Access Conservation Program Guidelines. Review and Approval Process 1. Applicant contacts the Marin County Parks Staff to arrange a meeting to discuss a proposed acquisition project. Marin County Parks staff and applicant meet to discuss project proposal. Applicant is provided with application materials and is assigned a staff contact who will guide the applicant through the process. Marin Cauntv Parks 32501 Civic Canter Dr Suite 2A0 San Rafael CA 949n3 www marinnarks ara 10. . Execution of the agreement by Board president on behalf of County, shall not be more than one (1) 12. 13. Upon submittal of the application, Marin County Parks reviews the application for completeness and content, completes the assessment process, conducts any necessary site visits, and proceeds with compiling other additional information necessary to make a preliminary recommendation. The County informs applicant of its preliminary recommendation. This recommendation is preliminary and will be contingent on Marin County Park’s review of the appraisal and other project documents discussed below. The applicant obtains an appraisal, consistent with requirements outlined in Item 1 of General Program Requirements above. Applicant must provide documentation of any appraisal assignments 1) related to the subject property; and 2) commissioned or completed during the 24 months preceding the application date. Marin County Parks may require a new appraisal if the completion date of the most recent appraisal on file is over one year from the execution date of the purchase agreement. Should a revised appraisal be required for any reason, the applicant shall submit a letter that explains the reason or justification. Marin County Parks reviews, with assistance from the County Department of Public Works, Real Estate Division, all real estate related documents, including, but not limited to, the appraisal, purchase agreement, deed restriction, conservation easement and escrow instructions. If any pertinent information must be re-submitted due to a change in circumstance by the applicant, the applicant will provide a letter that explains the reason or justification. If the grant amount request changes the applicant shall re-submit the full application. Staff presents the grant application to the Parks and Open Space Commission (POSC) at a regularly scheduled meeting for its consideration. The POSC will be asked to make a recommendation to the Board of Supervisors. Marin County Parks prepares a grant agreement and final recommendation to the Board of Supervisors (see Grant Agreement in the Web References section below). Marin County Parks schedules the matter for consideration at a meeting of the Board of Supervisors. year from the date of the appraisal. Escrow shall close within 90 days of the execution of the agreement, unless otherwise agreed upon by the County. Grantee submits an Easement Monitoring and Reporting Plan and a baseline conditions report if purchasing an easement and any remaining final documentation required under this grant program. Marin County Parks reviews and approves both the plan and report. Marin County Parks will disburse matching funds directly into an escrow account established for the acquisition upon completion of the grant requirements by the applicant. Marin County Parks 32501 Civic Canter Dr Suite 2An San Rafael CA 94992 www marinnarks ara 2. Grant Application Checklist 3. All grant applications must include the following. Please indicate any information that will be submitted after the grant application, prior to closing. 4, Completed Grant Application Checklist 5. Completed Grant Application Cover Sheet 6. Executive Summary (1 page maximum) 7. Project Map including, general location, aerial photos, and topographic maps 8. Parcel or easement boundary maps (May be combined with Project Location Map). 9. Kl Representative photos of land showing notable features 10. &X Project Budget 11. X Project Implementation Schedule 12. X Letter of intent or purchase agreement confirming willing seller 13. 0 Letters of support from any cooperating or supporting entities including the entity responsible for managing the property (may include individuals, government entities, funders or community organizations) To follow 14.2) Acquisition Summary Sheet 15. Xl Preliminary Title Report 16. U Draft grant deed or easement (may be provided separately prior to closing, if application is for purchase of an easement) 17.0 Draft deed restriction (if applicable) 18. X Appraisal and other appraisal related documentation, as applicable, related to all appraisal assignments commissioned or completed during the 24 months preceding the application date 19. Purchase Agreement (if applicable) 20. 0 Escrow Instructions 21.0 N/A Easement Monitoring and Reporting Summary (may be provided separately prior to closing, if application is for purchase of an easement) 22.0 N/A Baseline Conditions Report consistent with Land Trust Alliance standards (may be provided separately prior to closing, if application is for purchase of an easement) 23.11 Additional project Information requested on the application pages below 24. A non-profit organization must include: 25.00. A copy of organization’s IRS 501(c)3 or 170(h) status 26. U A copy of organization’s Articles of Incorporation Marin Countv Parks 2501 Civic Center Dr Suite 2An San Rafael CA 949n3 www marinnarks ara Grant Application Cover Sheet Name of Applicant City of San Rafael Project Title Canal Boatyard Park Mailing Address 1400 Fifth Avenue, 3"* Floor San Rafael, CA 94901 Name Greg Minor Assistant Director, Community and Economic Contact Title Development Department Telephone (415) 680-4707 Email Greg.minor@cityofsanrafael.org Project Location Address 620 Canal Street City San Rafael Conservation 口 Type of Grant Easement Request Fee Title 2 Interests Amount Requested $1,350,000 Purchase Price $3,355,000 Marin County Parks 3501 Civic Center Dr Suite 2An San Rafael CA 949n3 www marinnarks ara Executive Summary The City of San Rafael (City) and its community partners have a rare and urgent opportunity to significantly expand public recreational access, connectivity, and community health for residents of the Canal neighborhood. By acquiring a 1.65-acre boatyard property at 620 Canal Street, the City and its partners will pave the way for development of a critically needed waterfront park, advancing key planning goals designed to enhance park access and equity for the historically under-resourced and physically isolated Latino community. The property at 620 Canal Street is ideally suited for transformation into an outdoor community gathering space and recreational gateway to San Rafael Creek (the Canal) and San Francisco Bay. Residents have long recognized the need for more public parks, plazas, walkways, and recreational amenities in the Canal neighborhood. Both the City’s 2009 Canalfront Conceptual Design Plan and its 2023 Parks and Recreation Master Plan incorporate community recommendations for such amenities. The Canal Alliance, a community-based nonprofit organization since 1982, spearheaded this acquisition effort, and is a leading supporter and advocate for acquisition and park development. Community leaders understand the need for new and enhanced recreational amenities to help address historic inequities and the poorer health outcomes and higher rates of poverty and student poverty among Canal residents that flow from these inequities. The City is partnering with community to address this need and has made park equity a primary goal of its 2023 Parks and Recreation Master Plan. Goal D of the Master Plan is to provide equitable access to the San Rafael park and recreation system (p. 69): “Providing accessible, affordable recreational resources to low income communities of color is a powerful tool for advancing social equity” (Master Plan at p. 46). Another critical need for the Canal community, identified by residents and incorporated into City planning documents as early as 2006, is a pedestrian and bicycle bridge that would connect the Canal neighborhood to Downtown San Rafael. In addition to expanding recreational opportunities, such a crossing would connect residents to the full expanse of recreational, educational, and economic resources enjoyed by other City residents. City staff believe the 620 Canal Street property may be the ideal site for a bridge crossing, and the City recently received funding to study this potential. Acquisition would secure the property and allow for further investigation to occur in the feasibility study. Once acquired, the City will initiate a community-based planning process to design recreational amenities and programming, and the City will work in partnership with community groups to raise funds for remediation and park design and construction. This initial phase of community engagement, planning, and fundraising is likely to take multiple years. To keep the property active and secure during this time, City may need to continue boatyard uses or explore compatible community benefit uses such as a food truck park to promote social gathering, community building, economic opportunity, and small business development. The City has partnered with Trust for Public Land (TPL) to acquire the property for public ownership and use. On March 20, 2025, after nearly eight months of negotiations and a formal appraisal, TPL has secured contractual rights to purchase the property for $3,355,000. By separate agreement with TPL, the City intends to take title to the property, contributing $500,000 toward the purchase price. The City respectfully asks Marin County for a grant of at least $1,350,000 to help fund the acquisition, with the Marin Catinty Parks 32591 Civic Center Dr Se 940 San Rafael CA 949n3 www marinnarks ara balance expected to come from private and other public funds. The City will be acquiring this property for public park uses and therefore the project is exempt from CEQA. Project Budget Task Ap pe Plana County Other Funds Total Cost Funding Parks Purchase Price $500,000 $1,350,000 $1,505,000 $3,355,000.00 Closing Costs including Title Report $ $ $3,500 $3,500.00 Appraisal $ $ $9,250 $9,250.00 Env. Assessment $ $ $4,000 $4,000.00 Geo Tech (if necessary) $ $ $22,390 $22,390.00 Restoration Plan (if necessary) $ $ $ $ 0.00 Survey (if necessary) $ $ $tbd $ 0.00 Title Insurance $ $ $tbd $ 0.00 $ $ $ $ 0.00 $ $ $ $ 0.00 TOTAL $500,000.00 $1,350,000.00 $1,544,140.00 $3,394,140.00 Other Sources of Funds Grantor Amount Comments City of San Rafael $500,000 Pledged Private Philanthropy $1,505,000 Pledged & To Be Raised $ $ TOTAL $2,005,000.00 Marin Comintv Parks 3501 Civic Canter Dr Suite 240 San Rafael CA 949023 www marinnarks ora Project Implementation Schedule The following schedule provides a list of the major tasks or milestones and the necessary timing for each. Deviations from the listed timeframe are subject to County approval. Grant applicants should use the following timeframe to guide submittal dates and landowner agreements in order to achieve the project objectives. Task or Milestone Timeframe Comments Project initiation meeting (Applicant and County) On or before time of first application submittal. May be completed via telephone, email or in-person Site visit (Applicant and County) Within 60 days of first application submittal Complete Preliminary Title Report and submit to Marin County Parks (Applicant) 60 day County review time needed. Any significant revisions will require up to an additional 30 days of review time. Complete appraisal and submit all appraisal related documents as required to Marin County Parks (Applicant) 60 day County review time needed. Any significant revisions will require up to an additional 30 days of review time. Complete Draft Easement or Grant Deed and submit to Marin County Parks (Applicant) 60 day County review time needed. Any significant revisions will require up to an additional 30 days of review time. Complete Draft Deed Restriction (Applicant) 30 day County review time needed. Executed Purchase or Option agreement (Applicant) At least 45 days prior to BOS action to approve the grant Complete application (Applicant) At least 45 days prior to BOS action to approve the grant Convey preliminary funding determination (County) At least 45 days prior to BOS action to approve the grant Application deemed complete (County) At least 30 days prior to BOS action to approve the grant Prepare grant agreement (County) At least 21 days prior to BOS action to approve the grant Submit signed agreement for Board approval (Applicant) At least 14 days prior to BOS action to approve the grant Three (3) signed originals required Board consideration of Grant Agreement (County) At least 30 days prior to close of escrow 30 days from the date of Board consideration is required to process a disbursement Submit final escrow instructions and closing documents for County Review (Applicant) 5 day County review time needed Marin County Parks 35801 Civic Center Dr Suite IAN San Rafael CA 94903 www marinnarks ara Acduisition Summary Sheet Project Title Canal Boatyard Community Park Current Land Owner Cavallo Trust, Michael & Anthony Russo, Trustees APN 014-162-01 Acres 1.65 Structures and Facilities Three buildings, large and small storage racks and containers Land Use General Plan Designation MAR, Marine-related Mixed Use M-C, W - Marine District, Canal Zoning Designation Overlay & Water District Overlay Other Land Use Designations or Restriction Habitat Values Potential for nature-based solutions to sea level rise/climate change, restoration of ecological habitat along Canal waterway Water Resources Direct access to San Rafael Creek (aka Canal) waterway Historic or Cultural Values Opportunity to acknowledge historic commercial and boatyard uses Scenic Resources Views of San Rafael Creek {aka Canal) waterway Recreational Values Potential for conversion to park and green space uses, including water access to San Rafael Creek/Canal. Potential for pedestrian/bicycle bridge access from Canal neighborhood to Third Street & Downtown San Rafael. Proximity to Other Protected Areas Not directly relevant but there is potential for expanded public access to other public trails, parks, and waterways Other Information Marin Cauntv Parks 2501 Civic Center Dr Suite 2An San Rafael CA 94902 www marinnarks ara Project Location Map 3 Lassen Mag - Geogh: Barth Petalun hicasio E, Crs Valles h Winaciecre, Raps gant geegie comiera Canad Street Sana Malo CA a NT SR ZINK. FED WILD 102811 EEE IS Uh CH een ied god CVO yh BABY Mut Y 8 EM AAA GA a AICA wh Project Parcel Map m e Tk aA BO S 8-023 A 8.008 -一 一 POR RANCHO SAN PEDRO, SANTA MARGARITA, Y LAS GALLINAS o Tax Rate Code << 14-16 E ， a ak <3 a El AE RE 3 4 | rn CN | | H 上 AN Ca e eos sr. sa y E a: LO q a Xx =< x a CITY OF SAN RAFAEL Map of Colemans Addition to San Rofael R.M. Bk. 1, Pg. 39 NOTE ~ Aswenor’s Block Numbers Shown in Ellipres. | Assessor's Map Bk. 14 -Pg. 16 Map of East San Rafoe! R.M. Bk. 2, Pg. 109 Axcessor's Parcel Numbers Shawn in Circles. County of Marin, Calif. Marin Coaiinty Parkes 32501 Civic Center Dr Suite 2An San Rafael CA 949n3 www marinnarks ara Aerial and Topographic Maps (Maps should show the exterior boundaries of subject parcel(s), boundaries of the proposed easement, parcel number(s), and names of roads and other features useful in identifying features.) Aerial Maps of 620 Canal Street, San Rafael 433025, 1034 PM ELS‘Language Centers San Francisco Norih Bay : Aerial View of 620 Canal Street Marin Mapa Da, 1,1343 9 PAIS, SOS PLANES Sheetal Colores, UR EEG 0603, Fm 用 am Geographers Cra Lit This map es a user generated sane cubis Mees ao ime tel racing ses aed | 66 Rit refeterne ory Cala agers Pad up pear on Te arcos, da THOS MA ES NET TS BA ate. EZ MESAS Tómate Turon Samael do | Readominam Comeran aca i Mable Home Pad Ci sity Copomnty LJ Marin County Legal Bunny Diner Bay Area County Stream - Paranmat (NHI; Notes Pera BE VAD AE aap or ray Ok ke = Sara bt | USED FOR NAVIGATION | Marin Conmtv Parks 2501 Civic Canter Dr Sitite 240 San Rafael CA 94903 ”www marinnarks ara Marin Caiinty Parks 2501 Civic Canter Dr Suite 240 San Rafael CA 94903 www moarinnarks ara SEMPLE APPRAISAL, INC. Page 21 Ma p Re p o r t MA O RO AN Y ea r ME E 2 ba k ag e Ts er a by 8s E — fo r m e 9 9 bi a ga m Ww n d RI M ny at e . Od AE ? Bh ER E : Be : Da l ag Ze ab y ae ay ea e ee d Sn Y US E PO R Ma Lo g u n d Da m a xa rs & . EE os Pa r a Cu r i c r e r d a a Ca s u n s r Au r a IL L to n e fa t oy Se e ey Ma r : Su e n dy Lo g e ! So u r c e on b t e r Te y An c a Co u r ly Su e s s Fo e s Ph y Sc u d aT Fi v o s Ha n i s Zi o n s , dn a : 30 m an Ae PU N T Ta as t Scab oO Nu a ju e r s e a Ad Flood zone in blue Marin County Topographic Map LE of Aa s AS Representative Photos of Land Showing Notable Features (Photos may be provided electronically with a cover sheet describing all photos. If possible, please provide a map with photo points showing the direction each photo was taken.) Aerial view of 620 Canal Street looking northeast across subject property and San Rafael Creek. Marin Catinty Parks 35801 Civic Center Dr Suite 2An San Rafael CA 94902 www matrinnarks ara Aerial view of 620 Canal Street from directly above subject property. we WO VS Worcs irre Marin Corinty Parks 3801 Civic Canter Dr Suite 240 San Rafael CA 94902 www marinnarks ara Plan Consistency Describe how the acquisition is consistent with Marin Countywide Plan, Marin Local Coastal Program， Marin County Parks Strategic Plan, Marin County Parks Real Property Acquisition Policies (see attached), Priority Conservation Areas (as described in Plan Bay Area), other relevant resource protection or park recreation plans prepared by federal, state, regional, or local agencies. Acquisition of 620 Canal Street is consistent with a number of Marin County, City and local plans relating to resource protection and park recreation, as follows: Marin Countywide Plan (2023) Overarching theme - Planning for sustainable communities. “Strategies - Link equity, economy, and | environment locally and regionally; Minimize use and release of hazardous materials; Preserve natural asset; Provide efficient and effective transportation; Support public health, safety and social justice. This project employ advances several strategies outlined in the Marin Countywide Plan to develop more sustainable communities, as explained herein. WR2 - Clean Water WR-2.1 - Reduce Toxic Runoff. WR-2.2 - Reduce Pathogen, Sediment, and Nutrient Levels. WR-2.3 - Avoid Erosion and Sedimentation. WR-2.5 Take Part in Water Quality Education. The subject property is a working boatyard. Acquisition will allow remediation and redevelopment into a public park and open space, eliminating industrial uses and reducing toxic runoff into San Rafael Creek. It may create opportunities for nature-based solutions to pathogen and sediment control along the Canal, and water education. EH-1B - Disaster Preparedness, Mitigation, Response, and Recovery. EH 1B.4 Effective Emergency Access and Evacuation. Create New Evacuation Routes (EH- 1B.0). Acquisition has the potential to expand emergency access through development of a pedestrian-bicycle bridge. EH-3 - Safety from Flooding EH-3.5 Encourage Modifications of Existing Development. i Acquisition and conversion of existing boatyard infrastructure to public park and open space would minimize development in a flood-prone area and allow for more adaptive planning and design. EH-5 - Resilience to Climate Change. EH-5.3 Adapt to Sea Level Rise. EH-5.4 Plan for Extreme Heat and Weather Events. Use partnerships, limited development, coordination, natural infrastructure (EH- 5.1.i through EH-5.1.k, EH-5.2.e). Acquisition would restrict future development and allow for more adaptive, community-based park uses that provide refuge from climate impacts such as increasing temperatures. OS-2 - Preservation of Open Space for the Benefit of the Environment and Marin Residents. Close the gaps in the pattern of protected public open space and private lands where land acquisition or other methods of preservation would create or enhance community OS-2.2 Continue to acquire or otherwise preserve additional open space countywide. Target community separators in the Baylands and City- Centered corridors. Use partnerships, coordination, acquisition, funding, and technical tools (OS-2.a through OS-2.f). Acquisition and conversion to park uses would enhance local and regional park networks and expand public access to recreational opportunities. with potential to expand pedestrian- bicycle trail connections and public access to additional park, educational, and economic amenities. In addition, there is potential to build a bicycle- pedestrian bridge and pathways that would enhance community connectivity and provide access Marin Caiinty Parks RANI Civic Canter mr Sitite 240 San Rafaal CA 94902 www marinnarks ara Marin County Parks Strategic Plan (2008) San Rafael General Plan 2040 (2021) separators...and Baylands protection. to park, educational and economic resources — a shared vision for project agencies and community partners. TR-1 - Trail Network Preservation and Expansion. Facilitate connections that can be used for safe routes to school and work. Goal 2 Grow and Link the County's Systems of Parks, Trails, and Protected Lands. Support the efforts of other agencies, organizations, and communities to fulfill their land preservation and system goals. Goal 3 Foster Discovery, Learning, and Stewardship Engage the community by providing volunteer and educational experiences for people to discover, learn about, protect, and restore their parks and open Goal 4 Connect Communities with the Land for Recreation and Health Offer all people opportunities to be active and healthy while enjoying safe and well- maintained lands and facilities. Goal 5 Lead, Innovate, and Partner Cultivate partnerships, explore new approaches, and adopt best practices and technologies. TRL-1.4 Coordinate Trail Planning. Promote collaboration. Strategy 2.1 Manage a prioritized land and trail acquisition, preservation, and improvement plan. Strategy 2.2 Implement the Parks Master Plan to respond to changing community needs and recreation trends Strategy 3.2 Outreach to Marin's increasingly diverse community to increase access to and knowledge of our lands. Strategy 4.1 Provide safe, quality recreation facilities and programming to promote healthy lifestyles through physical activity and to meet community needs. Strategy 4.3 Encourage alternative transportation access to parks and open spaces. Strategy 4.4 Encourage the use of parks and open spaces for active living and heaithy lifestyles. Strategy 4.5 Ensure that accessible and inviting trails, parks, and open spaces connect communities. Strategy 5.3 Identify key partnerships to share best practices, technical knowledge, and expertise to implement plans and projects. Goal PROS-1: Quality Parks for All to Enjoy (p. 7-8) Policy PROS 1.3: Distribution of Parks/Program PROS-1.3A (p.7-9): New Parks. Develop additional parks and playgrounds in areas with unmet needs and in areas experiencing growth. Program PROS-1.3C (p.7-9): Adaptation Projects. Incorporate shoreline access and new recreational Acquisition has the potential to facilitate safe pedestrian-bicycle access to schools and work. Acquisition and conversion to park uses would enhance local and regional park networks and expand public access to recreational opportunities. with potential to expand pedestrian- bicycle trail connections and public access to additional park, educational, and economic amenities. In addition, there is potential to build a bicycle- pedestrian bridge and pathways that would enhance community connectivity and provide access to park, educational and economic resources — a shared vision for project agencies and Additional park resources in the Canal neighborhood would expand opportunities to engage a vibrant and diverse community in all aspects of environmental discovery, leaming, stewardship and engagement. Acquisition is a critical first step to bringing new park and recreational opportunities to a nature-poor community, enhancing resident health and wellbeing. lt would allow for community-based planning and development of park amenities, and potentially a new pedestrian- bicycle bridge crossing. This project is a collaboration between agency and community partners, who may continue to bring their unique knowledge and expertise to post-acquisition park planning and design. Acquisition also satisfies or advances several policy and programmatic objectives found in the Parks and Open Space Element of the City’s General Plan 2040. The overarching goal is to provide quality parks for all to enjoy. Marin Catinty Parks 3501 Civic Center Dr Suite 240 San Rafael CA 94903 ww marinnarks ara amenities in sea level rise adaptation and flood risk reduction projects where feasible. Policy PROS 1.4: Park Design/Program PROS 1.4B (p.7-9): Community Engagement. Engage the community in park planning and facility development, including all groups and individuals who would be affected by such improvements. Policy PROS-1.8 (p.7-11): Linear Parks and Trails Encourage linear parks and trails along the Bay shoreline, the San Rafael Canal, local creeks, and transportation corridors such as the SMART right-of-way. Where feasible, spur trails should connect linear parks to nearby neighborhoods, parks, and open spaces. Policy PROS-1.11 (p.7-11): Urban Parks and Plazas Encourage the creation of small gathering places open to the public in Downtown San Rafael and other business districts, including plazas, green spaces, activated alleys, and similar features. Policy PROS-2.1 (p. =7-17): Meeting Diverse Needs Ensure that recreational programs and facilities meet the needs of all San Rafael residents, but most particularly young children, youth, and older adults. Goal D: Provide Equitable Access to the Master Plan San Rafael Park and 2023 Recreation System Other Relevant Plans (potential additional recreational/transportation benefits) San Rafael Parks and Recreation Discussed in detail below. San Rafael Capital T07: San Rafael Canal Crossing (p.40) Improvement Plan (FY 24-25 through Community-Based Transportation Plan (2022) FY 26-27) Canal Solution 1: Pedestrian and Bicycle PP.25-26 “The canal and Neighborhood Bridge/Canal Crossing to Third Street highways create barriers between the Canal neighborhood and other areas of San Rafael. As a result, travel to locations outside the Canal neighborhood can take a long time and be extremely congested.... and were most often noted as difficult to access by walking, biking or transit.” P.28: “A canal crossing to the north of the Canal neighborhood has been a community request since the first CBTP in 2006. This improvement idea received more votes at the open house than any other improvement.” San Rafael General Plan 2040 (2021) Goal M-6: Safe Walking and Cycling Policy M-5 (p.10-39) School Related Traffic; Policy M-6.1 (p.10-43) Encourage Walking and Cycling; Policy M-6.2 (p.10-44): Implement Safe Marin Commtv Parks 32501 Civic Canter Dr Suite 2A0 San Rafael CA 949023 www marinnarks ara See also Downtown Routes to Schools Policy M-6.3 (p.10- Precise 44): Connectivity; Program M-6.3A: Development Plan Implementation of Pathway Improvements San Rafael Bicycle Proposed Project F-5: Canal Crossing and Pedestrian (p.51) Master Plan Update (2018) Current or Potential Threats to Existing Natural Resources (for open space acquisitions/conservation easements). Not applicable as this project involves fee title acquisition of an existing boatyard property to develop and improve public access to park and recreation facilities. 620 Canal Street is a privately owned boatyard used primarily for boat storage, sales and repairs. This use dates back at least to the 1980’s. Historically, dating back to the 1930s or earlier, the property was a bulk plant where oil and/or other petroleum-based products were stored in above-ground tanks and transferred to and from retail, commercial, or fleet-fueling facilities. A Phase 1 report and targeted soils testing is currently underway. If successful, the acquisition of 620 Canal Street will enable remediation of the property and redevelopment into a public park and green space for the Canal neighborhood. The site is also ideally suited for a pedestrian/bicycle bridge crossing to connect the Canal neighborhood to Third Street and Downtown San Rafael. As further described below, the City has recently received grant funds to study and plan for the bridge crossing. If the acquisition is unsuccessful, the property likely will remain in private ownership and continue to be used for boatyard and industrial uses with all the attendant impacts to the environment. Marin Caiinty Parks 23501 Civic Canter Dr Suita IAN San Rafael CA 949032. www marinnarks ara Fiscal and Technical Capabilities of the Applicant to Carry Out this Project Describe the capacity of buyer to fulfill requirements of this grant program and purchase the property described above. If the applicant plans to transfer title to a third party upon purchase to hold real property or easement in the long-term, please also describe here in detail. Working in partnership with Trust for Public Land and the Canal Alliance, the City of San Rafael (City) seeks to acquire 620 Canal Street to expand the City’s public park system and provide waterfront access to San Rafael Creek (often referred to as the San Rafael Canal). Acquisition of a canalfront property for this purpose is a longstanding priority for residents of the Canal neighborhood, and it is identified as a priority in the City’s 2009 San Rafael Canalfront Conceptual Design Plan (pp. 4, 12-17). The subject property’s location at the far west end of 620 Canal Street makes it an ideal, safe and accessible location for a park. It is also ideally situated to serve as a gateway to the Canal waterfront and potential site for a bicycle and pedestrian bridge connecting Canal neighborhood with Third Street and Downtown San Rafael — another community-led initiative and priority for City investigation and study. The City is committed to this community-based project. Located in the east central part of Marin County, 18 miles north of San Francisco, the City is, and has been, the largest city in Marin County since its incorporation in 1874. Most of the County’s population resides within 10 miles of the City. It is the County seat and the center of Marin’s economy. Revenue projections for the City’s Fiscal Year 2024/2025 Budget exceeded $190,000,000, with over $26,000,000 projected from property tax income alone. Over 416 full-time staff members work for the City, including over 60 staff at the Department of Public Works. In short, the City has the resources and technical capability to take ownership of 620 Canal Street and to lead planning and design efforts, in partnership with community, to convert the property into a public waterfront park. The City has also the financial and technical capacity to manage a new park in coordination with Marin County. (The City and the County intend to enter into a Memorandum of Understanding or partnership agreement to share maintenance duties.) The San Rafael Department of Public Works (DPW) maintains the City’s current park system, which encompasses 25 City-operated parks and five City-operated recreation facilities. This includes three community parks, 11 neighborhood parks, six pocket parks, and five special use parks. In total, the City operates approximately 106.4 acres of improved parkland (see Table 6 below), and approximately 935 acres of unimproved open space. The park system dates back to the 1950’s and 60’s and reflects the City’s investment in, and experience managing, a diverse array of park and recreational amenities (offering, for example, space for self-guided recreation, organized and pick-up sports, community gardening, playgrounds, and social gathering). The City’s Fiscal Year 2024/2025 Capital Improvement budget included over $9,400,000 for park infrastructure and facilities, including playgrounds, recreation equipment and restrooms. This level of work was funded through a $4.84M Land and Water Conservation Fund grant with an equivalent match from the City’s General fund and additional funds from the City’s discretionary Measure A Open Space allocation, which generates approximately $580k annually for park improvements. Marin Covmtv Parks 3501 Civic Canter Dr Suite 2An0 San Rafael CA 949n3 www marinnarks ara Improving Equitable Access to Outdoors Describe how this acquisition will improve the equitable access for Priority Communities? For this program, “Priority Communities” means any Marin County population that experiences inequity related to this Program’s funding areas (for example food security and ecological health) compared to the county as a whole. Applicants can define for themselves how their project proposal supports Priority Communities. Applicants may use quantitative or qualitative data, community feedback from or centered in communities of color, and direct experience to describe how a Program proposal addresses racial disparities and other inequities. A map using local data has been developed as one resource to support applicants to tell their story about race equity and intersecting challenges. This map does not define what a Priority Community is. It does provide resources to support communities to tell their own story about race equity and intersecting challenges. Applicants can click the following link to view the map: https://tinyurl.com/farepc2023 The Canal neighborhood, where 620 Canal Street is located, is a vibrant community in the heart of the City. It is also a Priority Community across a range of indicators. Canal residents are primarily non-native English speakers (over 90 percent of residents identify as Latino), immigrants, lower income, and renters. It has the densest population in the Bay Area outside of downtown San Francisco. It also, according to a 2021 analysis by the Othering & Belonging Institute at the University of California, Berkeley, is the most segregated Latino community in the Bay Area. In studying the San Francisco Bay region, the Institute found that highly segregated Black and Latino neighborhoods correlate with negative life outcomes for all people in those communities, including rates of poverty, income, educational attainment, home values, and health outcomes. This correlation broadly exists for residents of the Canal neighborhood. According to Marin County’s Priority Communities Data Explorer, which tracks community census data, the Canal neighborhood has some of the least healthy community conditions in Marin, and the highest (or near highest) rates of poverty, student poverty, and housing cost burden in the County. Marin County Racial Inequity and Intersecting Challenges Census Tract 1122.04 [620 Canal Street] intersecting #1 of 60 Marin census tracts. #1 number means MORE people of color, MORE poverty, WORSE challenge community health conditions, and MORE people spending over half their income on housing snapshot costs. #60 means fewer people of color, less poverty, better community health conditions. #59 of 60 Marin census tracts. #1 means the healthiest community conditions in Marin. #60 means the least healthy community conditions in Marin. This is based on the Healthy Places Index. Community health conditions #2 of 60 census tracts in Marin. #1 means the census tract with the highest proportion of Poverty people living below federal poverty level in Marin. #60 means the census tract with the lowest proportion of people living below federal poverty level in Marin. 58.3% of students qualify for free or reduced school lunch. #1 of 60 census tracts in Marin. #1 tudent P 。 ， ， : Student Poverty means the highest percent of students in the school district qualify for free or reduced school Marin Caiinty Parks 35801 Civic Center Dr Suite 240. San Rafael CA 949na www marinnarks ora lunch, #60 means the lowest percent of students in the school district qualify for free or reduced school lunch. 32.2%. #1 of 60 Marin census tracts. #1 means the highest proportion of residents spend over 50% of household income on housing costs. #60 means the lowest proportion of residents spend over 50% of household income on housing costs. Housing Cost Burden Exacerbating these circumstances is the fact that the Canal neighborhood is physically segregated from other parts of the City. To the north, it is cut off by San Rafael Creek (aka the Canal), and to the south and southwest, by US Route 101. Because of this proximity to both Highway 101 and the Canal, the neighborhood is predominated by freeway- and maritime-oriented businesses, such as auto dealerships, shopping centers, boat supply and storage facilities, and light industry. It is severely nature-poor by comparison to other City and Marin County neighborhoods — characterized not by tree-lined streets and pocket parks but by commercial warehouses, asphalt parking lots, and apartment blocks. — While Pickleweed Park is a beloved and well-used community resource, it is insufficient to meet the needs of a community where many of the predominantly multi-family housing units are shared by multiple families. According to the American Community Survey, over 66 percent of the households in the neighborhood are overcrowded and more than 75 percent of the households are multi-unit apartment complexes. These complexes have no viable outdoor space and are more heavily reliant on public space for play, exercise, and social interaction. There is no waterfront access to the Canal and no pedestrian or bicycle connection across the Canal to the parks, recreational amenities, transportation hubs, schools, and commercial centers of Third Street and Downtown San Rafael. Census track data indicates that over 30 percent of Canal residents are school aged (between 5 and 18 years). Currently, these children (and other residents) must walk for up to a mile along a heavily traveled frontage road adjacent to Route 101 just to reach the schools, transit hub, and other amenities of Downtown San Rafael and beyond. The Canal neighborhood also stands to bear the brunt of sea-level-rise impacts due to climate change. The neighborhood sits on low-lying land and makes up the majority of the City’s shoreline. Parts of it already sit feet below high tide. Combined with its density, these factors create an additional inequity by putting the neighborhood at greater risk of flooding. Acquisition of 620 Canal Street is a critical, once-in-a-generation opportunity to contribute to addressing these inequities. It will enable the City to convert an aging and underutilized boatyard into a park and green space. It will allow for access to the Canal and the San Francisco Bay. Park access and recreation is linked to greater physical activity, reduced stress, and social connectivity, improving physical and mental health outcomes. Acquisition will catalyze the City’s efforts to plan for a pedestrian and bicycle at the site to connect the Canal neighborhood to Downtown Third Street and Downtown San Rafael. This will provide residents with badly needed access to the parks, recreational amenities, schools, transportation hubs, jobs, and commercial districts of greater San Rafael, while also enhancing neighborhood safety in the event of an emergency. This is a multi-benefit project that will significantly enhance Canal residents’ equitable access to parks and recreation, while also addressing a number of the educational, economic, and social challenges present in the neighborhood and closely correlated to racial inequity. It has the potential to redefine community connectivity, expand access to essential resources, redefine community connectivity, and foster long-overdue equity for Canal residents who have been isolated from opportunities for decades. Marin Coarinty Parks 324501 Civic Center Dr Suite 2An San Rafael CA 94902 www marinnarks arm Park and Recreation Facility Acquisitions For park and recreation facility acquisitions, describe the need for park and recreation facilities in the community it will serve. Describe the public outreach conducted to gather input regarding the appropriateness of this acquisition, and plans for community engagement regarding future uses of the site. As discussed above, the Canal neighborhood is a relatively park-poor neighborhood with a greater need for diverse outdoor recreation facilities. It is physically cut off from other parts of San Rafael by US Route 101 and San Rafael Creek (often referred to as the Canal). As a result of its proximity to these landmarks, the neighborhood is predominated by freeway- and maritime-serving businesses and industrial uses. Commercial storefronts, asphalt parking lots, and heat islands exist in lieu of tree-lined streets, pocket parks, and natural spaces. Pickleweed Park is popular and well-used, but the overall character of the Canal neighborhood reflects a severe deficiency of parks and green spaces for public enjoyment. Figure 1. San Rafael Park and Recreation E (11) HiLiviEW ram (14) Los mancHitos PARE G5) MUNSON PARK OLEANDER PARK, This does not, however, reflect a lack of community interest in or desire for parks. On several occasions over the last fifteen to twenty years, local planners have studied park needs across the City and in the Canal neighborhood particularly. These studies have included extensive public outreach and engagement. For example, in developing its 2009 San Rafael Canalfront Conceptual Design Plan, the City held a day-long focus group and a series of public workshops in the neighborhood to understand the neighborhood’s challenges and to solicit input regarding park and recreational opportunities (pp. 2-6). In response, the community identified several critical needs for Canal Street that directly support the acquisition of the subject property (p. 4): e Improve park/plaza area at end of Canal Street Marin Canty Parks 2501 Civic Center mr Suite 2An0 San Rafael CA 949na3 www moarinnarks ara Provide public access points to Canal Improve water quality and appearance of Canal Improve bicycle and pedestrian experience and safety Explore potential for a crossing location Improve streetscape amenities and lighting As a result, the 2009 Canalfront Plan articulate a series of priorities and recommendations that directly support acquisition of 620 Canal Street (pp. 2-17, 25): Priorities e Develop mini parks in the Canal neighborhood e Define access points to and along the Canal waterfront e Identify the most appropriate location and type of Canal crossing improvement(s) Recommendations for West Canal Area e Investigate the acquisition of a parcel of land....for a public park/plaza, and entryway to the Canal waterfront. e Investigate the feasibility of bicycle/pedestrian crossings at the mouth of San Rafael Yacht Harbor and at the end of Canal Street. In 2023, the City adopted its Citywide Parks and Recreation Master Plan following extensive public engagement in the form of community surveys, meetings, and stakeholder interviews. This plan incorporates and reiterates the recommendations of the 2009 Canalfront Plan, finding them essential to promoting the quality of life of Canal residents (pp. 13, 22-24). It also affirms the City’s commitment to providing equitable access to its park and recreation system (p. 69). Importantly, the recommendations of the 2009 and 2023 City plans flow directly from the community and their feedback regarding local recreational needs and opportunities. Not surprisingly, the Canal Alliance, a nonprofit organization serving the Canal neighborhood since 1982, spearheaded the initiative to acquire 620 Canal Street and strongly supports the project. Since at least 2009, residents have advocated for development of park and recreation amenities on Canal Street, and for construction of a bicycle-pedestrian bridge to connect the neighborhood to the City’s parks, schools, businesses and transportation hubs. Access to park and other resources is a longstanding priority of Canal residents. Once acquired, the City will initiate a robust park planning process and will work in partnership with community groups to conduct deep and meaningful public engagement around park amenities and programming. The City will also work with its partners to raise funds for remediation and park engagement, design and construction. This initial phase of community engagement, park planning, and fundraising is likely to take several years. To keep the property active and secure during this time, City may need to continue boatyard uses or explore compatible community benefit uses such as a food truck park to promote social gathering, community building, economic opportunity, and small business development. The redevelopment of this site from historically industrial uses to a public park will provide special opportunities to create public programming that includes environmental education and interpretive activities. Additionally, the City will investigate and explore the site’s potential for a pedestrian-bicycle bridge. In January 2025, the City received a grant of $1,575,000 from the Metropolitan Transportation Marin County Parks 3801 Civie Center Dr Suite 2A0 San Rafael CA 94902. www marinnarks ara Commission to study and preliminarily design the proposed bridge-crossing from the Canal neighborhood to Third Street. This planning effort also will involve community engagement focused on recreation, safety, and access. Marin County Parks 35801 Civic Canter Dr Suite 240. San Rafael CA 949n3 www marinnarks ara Letters of Support Please address any letters of support to the Director of Marin County Parks. Letters may be submitted separately. Letters of support will be submitted separately. Marin Cantv Parks 3501 Civic Canter Dr Suite 2An0 San Rafael CA 94993 www marinnarks ara Letter of Intent and Confirmation of Willing Seller A letter must be provided from each legal owner. The letter must include the following information and be signed and dated from the legal owner(s) of each parcel. Please see the following documents submitted with this application: e Purchase and Sale Agreement between the Anthony Cavallo Trust and Trust for Public Land (PSA) dated December 6, 2025, effective December 20, 2025. e First Amendment to the PSA dated and effective as of March 20, 2025. Marin County Parks 35801 Civic Canter Dr Suite 2A0 San Rafael CA 949n3 www marinnarks ara Existing Uses Describe the existing use of the property to be acquired. Is the property currently protected through a conservation easement, deed restriction or other protection, in perpetuity or temporarily? The subject property is privately owned and currently used as a commercial boatyard, primarily for dry boat and slip storage. The property contains dry boat storage racks for approximately sixty boats, a 100- foot dock with five finger slips and houseboat hookups, and three buildings for boat sales and service operations. Marin County Parks 3501 Civic Canter Dr Suite 240. San Rafael CA 94902. www marinnarks ora 4912-8717-9395 v2 TITLE AND ESCROW DOCUMENTS 4912-8717-9395 v2 8. CLTA STANDARD COVERAGE OWNER'S POLICY OF TITLE INSURANCE CLTA STANDARD COVERAGE OWNER'S POLICY OF TITLE INSURANCE Policy Number: Issued by: FBSC2509648 CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.18.25 @ 08:14 PM Page 1 CA-CT-FBSC-02180.054356-SPS-1-25-FBSC2509648 This policy, when issued by the Company with a Policy Number and the Date of Policy, is valid even if this policy or any endorsement to this policy is issued electronically or lacks any signature. Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Condition 17. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, Fidelity National Title Insurance Company, a Florida corporation (the "Company"), insures as of the Date of Policy and, to the extent stated in Covered Risks 9 and 10, after the Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1.The Title being vested other than as stated in Schedule A. 2.Any defect in or lien or encumbrance on the Title. Covered Risk 2 includes, but is not limited to, insurance against loss from: a.a defect in the Title caused by: i.forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; ii.the failure of a person or Entity to have authorized a transfer or conveyance; iii.a document affecting the Title not properly authorized, created, executed, witnessed, sealed, acknowledged, notarized (including by remote online notarization), or delivered; iv.a failure to perform those acts necessary to create a document by electronic means authorized by law; v.a document executed under a falsified, expired, or otherwise invalid power of attorney; vi.a document not properly filed, recorded, or indexed in the Public Records, including the failure to have performed those acts by electronic means authorized by law; vii.a defective judicial or administrative proceeding; or viii.the repudiation of an electronic signature by a person that executed a document because the electronic signature on the document was not valid under applicable electronic transactions law. b.the lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. c.the effect on the Title of an encumbrance, violation, variation, adverse circumstance, boundary line overlap, or encroachment (including an encroachment of an improvement across the boundary lines of the Land), but only if the encumbrance, violation, variation, adverse circumstance, boundary line overlap, or encroachment would have been disclosed by an accurate and complete land title survey of the Land. 3.Unmarketable Title. 4.No right of access to and from the Land. 5.A violation or enforcement of a law, ordinance, permit, or governmental regulation (including those relating to building and zoning), but only to the extent of the violation or enforcement described by the enforcing governmental authority in an Enforcement Notice that identifies a restriction, regulation, or prohibition relating to: a.the occupancy, use, or enjoyment of the Land; b.the character, dimensions, or location of an improvement on the Land; c.the subdivision of the Land; or d.environmental remediation or protection on the Land. 6.An enforcement of a governmental forfeiture, police, regulatory, or national security power, but only to the extent of the enforcement described by the enforcing governmental authority in an Enforcement Notice. 7.An exercise of the power of eminent domain, but only to the extent: a.of the exercise described in an Enforcement Notice; or b.the taking occurred and is binding on a purchaser for value without Knowledge. 8.An enforcement of a PACA-PSA Trust, but only to the extent of the enforcement described in an Enforcement Notice. FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. FBSC2509648 CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.18.25 @ 08:14 PM Page 2 CA-CT-FBSC-02180.054356-SPS-1-25-FBSC2509648 9.The Title being vested other than as stated in Schedule A, the Title being defective, or the effect of a court order providing an alternative remedy: a.resulting from the avoidance, in whole or in part, of any transfer of all or any part of the Title to the Land or any interest in the Land occurring prior to the transaction vesting the Title because that prior transfer constituted a: i.fraudulent conveyance, fraudulent transfer, or preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors' rights law; or ii.voidable transfer under the Uniform Voidable Transactions Act; or b.because the instrument vesting the Title constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors' rights law by reason of the failure: i.to timely record the instrument vesting the Title in the Public Records after execution and delivery of the instrument to the Insured; or ii.of the recording of the instrument vesting the Title in the Public Records to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10.Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to the Date of Policy and prior to the recording of the deed or other instrument vesting the Title in the Public Records. DEFENSE OF COVERED CLAIMS The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions. Chicago Title Company 1200 Concord Ave, Suite 400 Concord, CA 94520 Fidelity National Title Insurance Company By: Countersigned By: Joe Goodman Authorized Officer or Agent Michael J. Nolan, President Attest: Marjorie Nemzura, Secretary FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. FBSC2509648 CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.18.25 @ 08:14 PM Page 3 CA-CT-FBSC-02180.054356-SPS-1-25-FBSC2509648 EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1.a.any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to: i.the occupancy, use, or enjoyment of the Land; ii.the character, dimensions, or location of any improvement on the Land; iii.the subdivision of land; or iv.environmental remediation or protection. b.any governmental forfeiture, police, regulatory, or national security power. c.the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6. 2.Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7. 3.Any defect, lien, encumbrance, adverse claim, or other matter: a.created, suffered, assumed, or agreed to by the Insured Claimant; b.not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c.resulting in no loss or damage to the Insured Claimant; d.attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or e.resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy. 4.Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transaction vesting the Title as shown in Schedule A is a: a.fraudulent conveyance or fraudulent transfer; b.voidable transfer under the Uniform Voidable Transactions Act; or c.preferential transfer: i.to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii.for any other reason not stated in Covered Risk 9.b. 5.Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8. 6.Any lien on the Title for real estate taxes or assessments, imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b. 7.Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.18.25 @ 08:14 PM Page 4 CA-CT-FBSC-02180.054356-SPS-1-25-FBSC2509648 FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. FBSC2509648 Transaction Identification Data, for which the Company assumes no liability as set forth in Condition 9.d.: Property Address:620 Canal Street, San Rafael, CA 94901-4121 SCHEDULE A Name and Address of Title Insurance Company:Jeff Martin Chicago Title Company 1200 Concord Ave, Suite 400 Concord, CA 94520 Policy Number: FBSC2509648 Date of Policy Amount of Insurance Premium November 17, 2025 at 10:34 AM $1,850,000.00 $3,120.00 1.The Insured is: The City of San Rafael, a municipal corporation 2.The estate or interest in the Land insured by this policy is: Fee Simple 3.The Title is vested in: The City of San Rafael, a municipal corporation 4.The Land is described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED END OF SCHEDULE A OWNER'S POLICY NO. FBSC2509648 EXHIBIT "A" Legal Description CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.18.25 @ 08:14 PM Page 5 CA-CT-FBSC-02180.054356-SPS-1-25-FBSC2509648 For APN/Parcel ID(s):014-162-01 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN RAFAEL, COUNTY OF MARIN, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT “A” AS DELINEATED UPON THE MAP OF EAST SAN RAFAEL, MARIN COUNTY, CALIFORNIA, FILED FOR RECORD AND RECORDED IN THE OFFICE OF THE RECORDER OF MARIN COUNTY, JANUARY 21, 1908 IN LIBER 2 OF MAPS, AT PAGE 109; THENCE ALONG THE NORTHEASTERLY LINE OF CANAL STREET SOUTH 54° 42’ EAST 60 FEET; THENCE CROSSING AND SUBDIVIDING LOT “B” AS SHOWN ON SAID MAP NORTH 35° 18’ EAST 289.2 FEET TO THE RIGHT BANK OF SAN RAFAEL CANAL; THENCE ALONG SAID RIGHT BANK LINE NORTH 48° 40’ WEST 13 FEET NORTH 68° 7’ WEST 131.2 FEET (AT 48.4 FEET INTERSECTING LINE BETWEEN LOTS “A” AND “B”) AND NORTH 84° 50’ WEST 68.8 FEET; THENCE LEAVING SAID CANAL BANK AND CROSSING AND SUBDIVIDING SAID LOT “A” SOUTH 35° 18’ WEST 225.6 FEET TO SAID NORTHEASTERLY LINE OF CANAL STREET; AND THENCE SOUTH 54° 42’ EAST 140 FEET TO THE PLACE OF BEGINNING. COURSES TRUE, MAGNETIC VARIATION 17° 30’ EAST (ABOVE COURSE “NORTH 68° 7’ WEST 131.2 FEET” SHOWN ON RECORDED MAP AS “NORTH 68° 7’ WEST 129.2 FEET” AND THE NEXT DISTANCE OF 48.4 FEET SHOWN AS 46.4 FEET ON RECORDED MAP). PARCEL TWO: A PORTION OF LOT “A” OF MAP OF EAST SAN RAFAEL, MARIN COUNTY, CALIFORNIA, FILED FOR RECORD AND RECORDED IN THE OFFICE OF THE RECORDER OF MARIN COUNTY, JANUARY 21, 1908 IN LIBER 2 OF MAPS, AT PAGE 109, PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THE LOT OF LAND CONVEYED BY S.J. NORTON ET UX, TO EMMA WOOD BY DEED DATED DECEMBER 28, 1908, AND RECORDED DECEMBER 29, 1908, IN LIBER 118 OF DEEDS AT PAGE 380, IN SAID COUNTY RECORDER’S OFFICE; THENCE NORTH 35° 18’ EAST ALONG THE LINE OF THE LOT OF SAID WOODS 225.6 FEET TO THE RIGHT BANK OF THE SAN RAFAEL CANAL; THENCE WESTERLY AND SOUTHERLY ALONG THE RIGHT BANK OF SAID CANAL AND THE NORTHWESTERLY LINE OF SAID LOT “A” NORTH 84° 50’ WEST 55.50 FEET; SOUTH 69° 57’ WEST 123.30 FEET AND SOUTH 23° 55’ WEST 98.10 FEET TO THE NORTHERLY LINE OF CANAL STREET; THENCE SOUTH 54° 42’ EAST ALONG SAID LAST MENTIONED LINE 99.3 FEET TO THE POINT OF BEGINNING. EXCEPTING FROM THE ABOVE DESCRIBED PARCELS ONE AND TWO THOSE PORTIONS THEREOF WHICH LIE WITHIN THE BOUNDARY LINES OF THE SAN RAFAEL CANAL AS SHOWN ON “MAP NO. 2 OF SALT MARSH & TIDE LANDS SITUATE IN THE COUNTY OF MARIN, STATE OF CALIFORNIA, 1870”, A COPY OF WHICH MAP WAS FILED JULY 20, 1959 IN “CAN F”, MARIN COUNTY RECORDS. FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. FBSC2509648 SCHEDULE B EXCEPTIONS FROM COVERAGE CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.18.25 @ 08:14 PM Page 6 CA-CT-FBSC-02180.054356-SPS-1-25-FBSC2509648 Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage. This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters: PART I 1.(a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2.Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land. 3.Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. 4.Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy. 5.(a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6.Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy. 7.Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. END OF SCHEDULE B - PART I FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. FBSC2509648 SCHEDULE B EXCEPTIONS FROM COVERAGE (continued) CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.18.25 @ 08:14 PM Page 7 CA-CT-FBSC-02180.054356-SPS-1-25-FBSC2509648 PART II 1.Intentionally deleted 2.Intentionally deleted 3.The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California which are due and payable up to the date of closing. None due and payable. 4.The Land lies within the boundaries of proposed community facilities District No. 2014-1 (Clean Energy), as disclosed by a map filed August 28, 2015 in Book 2015, Page 124, of maps of assessment and community facilities districts. None due and payable. 5.Rights and easements for commerce, navigation and fishery. 6.Any rights in favor of the public which may exist on said Land if said Land or portions thereof are or were at any time used by the public. 7.Any adverse claim based upon the assertion that: a) Some portion of said Land is tide or submerged land, or has been created by artificial means or has accreted to such portion so created. b) Some portion of said Land has been brought within the boundaries thereof by an avulsive movement of San Rafael Canal or has been formed by accretion to any such portion. c) Any portion of said Land was not tideland which was available for disposition by the State, or that any portion thereof has become submerged land by reason of erosion or has become upland by reason of accretion. 8.Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to:City of San Rafael Purpose:Levee Recording Date:October 15, 1957 Recording No.:Book 1147, Page 99, of Official Records Affects:Northerly and North central portions 9.Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other matters shown on Map:Record of Survey Recording Date:October 7, 1999 Recording No.:Book 1999, Page 189, of Record of Surveys 10.Intentionally deleted 11.Water rights, claims or title to water, whether or not disclosed by the public records. FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. FBSC2509648 SCHEDULE B EXCEPTIONS FROM COVERAGE (continued) CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.18.25 @ 08:14 PM Page 8 CA-CT-FBSC-02180.054356-SPS-1-25-FBSC2509648 12.Intentionally deleted 13.Intentionally deleted 14.Intentionally deleted 15.Intentionally deleted 16.Intentionally deleted 17.Intentionally deleted 18.Intentionally deleted 19.Intentionally deleted 20.Intentionally deleted 21.Intentionally deleted 22.Matters contained in that certain document Entitled:Deed Restriction Dated:November 13, 2025 Executed by:City of San Rafael and County of Marin Recording Date:November 17, 2025 Recording No.:2025-0029574 Official Records Reference is hereby made to said document for full particulars. END OF SCHEDULE B - PART II FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. FBSC2509648 CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.18.25 @ 08:14 PM Page 9 CA-CT-FBSC-02180.054356-SPS-1-25-FBSC2509648 CONDITIONS 1.DEFINITION OF TERMS In this policy, the following terms have the meanings given to them below. Any defined term includes both the singular and the plural, as the context requires: a."Affiliate": An Entity: i.that is wholly owned by the Insured; ii.that wholly owns the Insured; or iii.if that Entity and the Insured are both wholly owned by the same person or entity. b."Amount of Insurance": The Amount of Insurance stated in Schedule A, as may be increased by Condition 8.d. or decreased by Condition 10 or 11; or increased or decreased by endorsements to this policy. c."Date of Policy": The Date of Policy stated in Schedule A. d."Discriminatory Covenant": Any covenant, condition, restriction, or limitation that is unenforceable under applicable law because it illegally discriminates against a class of individuals based on personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or other legally protected class. e."Enforcement Notice": A document recorded in the Public Records that describes any part of the Land and: i.is issued by a governmental agency that identifies a violation or enforcement of a law, ordinance, permit, or governmental regulation; ii.is issued by a holder of the power of eminent domain or a governmental agency that identifies the exercise of a governmental power; or iii.asserts a right to enforce a PACA-PSA Trust. f."Entity": A corporation, partnership, trust, limited liability company, or other entity authorized by law to own title to real property in the State where the Land is located. g."Insured": i.(a).The Insured named in Item 1 of Schedule A; (b).the successor to the Title of an Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (c).the successor to the Title of an Insured resulting from dissolution, merger, consolidation, distribution, or reorganization; (d).the successor to the Title of an Insured resulting from its conversion to another kind of Entity; or (e).the grantee of an Insured under a deed or other instrument transferring the Title, if the grantee is: (1).an Affiliate; (2).a trustee or beneficiary of a trust created by a written instrument established for estate planning purposes by an Insured; (3).a spouse who receives the Title because of a dissolution of marriage; (4).a transferee by a transfer effective on the death of an Insured as authorized by law; or (5).another Insured named in Item 1 of Schedule A. ii.The Company reserves all rights and defenses as to any successor or grantee that the Company would have had against any predecessor Insured. h."Insured Claimant": An Insured claiming loss or damage arising under this policy. i."Knowledge" or "Known": Actual knowledge or actual notice, but not constructive notice imparted by the Public Records. j."Land": The land described in Item 4 of Schedule A and improvements located on that land at the Date of Policy that by State law constitute real property. The term "Land" does not include any property beyond that described in Schedule A, nor any right, title, interest, estate, or easement in any abutting street, road, avenue, alley, lane, right-of-way, body of water, or waterway, but does not modify or limit the extent that a right of access to and from the Land is insured by this policy. k."Mortgage": A mortgage, deed of trust, trust deed, security deed, or other real property security instrument, including one evidenced by electronic means authorized by law. l."PACA-PSA Trust": A trust under the federal Perishable Agricultural Commodities Act or the federal Packers and Stockyards Act or a similar State or federal law. m."Public Records": The recording or filing system established under State statutes in effect at the Date of Policy under which a document must be recorded or filed to impart constructive notice of matters relating to the Title to a purchaser for value without Knowledge. The term "Public Records" does not include any other recording or filing system, including any pertaining to environmental remediation or protection, planning, permitting, zoning, licensing, building, health, public safety, or national security matters. n."State": The state or commonwealth of the United States within whose exterior boundaries the Land is located. The term "State" also includes the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, and Guam. o."Title": The estate or interest in the Land identified in Item 2 of Schedule A. p."Unmarketable Title": The Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or a lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2.CONTINUATION OF COVERAGE This policy continues as of the Date of Policy in favor of an Insured, so long as the Insured: a.retains an estate or interest in the Land; FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. FBSC2509648 (continued) CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.18.25 @ 08:14 PM Page 10 CA-CT-FBSC-02180.054356-SPS-1-25-FBSC2509648 b.owns an obligation secured by a purchase money Mortgage given by a purchaser from the Insured; or c.has liability for warranties given by the Insured in any transfer or conveyance of the Insured's Title. Except as provided in Condition 2, this policy terminates and ceases to have any further force or effect after the Insured conveys the Title. This policy does not continue in force or effect in favor of any person or entity that is not the Insured and acquires the Title or an obligation secured by a purchase money Mortgage given to the Insured. 3.NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured must notify the Company promptly in writing if the Insured has Knowledge of: a.any litigation or other matter for which the Company may be liable under this policy; or b.any rejection of the Title as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under this policy is reduced to the extent of the prejudice. 4.PROOF OF LOSS The Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, adverse claim, or other matter insured against by this policy that constitutes the basis of loss or damage and must state, to the extent possible, the basis of calculating the amount of the loss or damage. 5.DEFENSE AND PROSECUTION OF ACTIONS a.Upon written request by the Insured and subject to the options contained in Condition 7, the Company, at its own cost and without unreasonable delay, will provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company has the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those covered causes of action. The Company is not liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of any cause of action that alleges matters not insured against by this policy. b.The Company has the right, in addition to the options contained in Condition 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that, in its opinion, may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it is liable to the Insured. The Company's exercise of these rights is not an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under Condition 5.b., it must do so diligently. c.When the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court having jurisdiction. The Company reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6.DUTY OF INSURED CLAIMANT TO COOPERATE a.When this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured will secure to the Company the right to prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. When requested by the Company, the Insured, at the Company's expense, must give the Company all reasonable aid in: i.securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement; and ii.any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter, as insured. If the Company is prejudiced by any failure of the Insured to furnish the required cooperation, the Company's liability and obligations to the Insured under this policy terminate, including any obligation to defend, prosecute, or continue any litigation, regarding the matter requiring such cooperation. b.The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos, whether bearing a date before or after the Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant must grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all the records in the custody or control of a third party that reasonably pertain to the loss or damage. No information designated in writing as confidential by the Insured Claimant provided to the Company pursuant to Condition 6 will be later disclosed to others unless, in the reasonable judgment of the Company, disclosure is necessary in the administration of the claim or required by law. Any failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in Condition 6.b., unless prohibited by law, terminates any liability of the Company under this policy as to that claim. 7.OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company has the following additional options: a.To Pay or Tender Payment of the Amount of Insurance To pay or tender payment of the Amount of Insurance under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option provided for in Condition 7.a., the Company's liability and obligations to the Insured under this policy terminate, including any obligation to defend, prosecute, or continue any litigation. FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. FBSC2509648 (continued) CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.18.25 @ 08:14 PM Page 11 CA-CT-FBSC-02180.054356-SPS-1-25-FBSC2509648 b.To Pay or Otherwise Settle with Parties other than the Insured or with the Insured Claimant i.To pay or otherwise settle with parties other than the Insured for or in the name of the Insured Claimant. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or ii.To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either option provided for in Condition 7.b., the Company's liability and obligations to the Insured under this policy for the claimed loss or damage terminate, including any obligation to defend, prosecute, or continue any litigation. 8.CONTRACT OF INDEMNITY; DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by an Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. This policy is not an abstract of the Title, report of the condition of the Title, legal opinion, opinion of the Title, or other representation of the status of the Title. All claims asserted under this policy are based in contract and are restricted to the terms and provisions of this policy. The Company is not liable for any claim alleging negligence or negligent misrepresentation arising from or in connection with this policy or the determination of the insurability of the Title. a.The extent of liability of the Company for loss or damage under this policy does not exceed the lesser of: i.the Amount of Insurance; or ii.the difference between the fair market value of the Title, as insured, and the fair market value of the Title subject to the matter insured against by this policy. b.Except as provided in Condition 8.c. or 8.d., the fair market value of the Title in Condition 8.a.ii. is calculated using the date the Insured discovers the defect, lien, encumbrance, adverse claim, or other matter insured against by this policy. c.If, at the Date of Policy, the Title to all of the Land is void by reason of a matter insured against by this policy, then the Insured Claimant may, by written notice given to the Company, elect to use the Date of Policy as the date for calculating the fair market value of the Title in Condition 8.a.ii. d.If the Company pursues its rights under Condition 5.b. and is unsuccessful in establishing the Title, as insured: i.the Amount of Insurance will be increased by Fifteen Percent (15%); and ii.the Insured Claimant may, by written notice given to the Company, elect, as an alternative to the dates set forth in Condition 8.b. or, if it applies, 8.c., to use either the date the settlement, action, proceeding, or other act described in Condition 5.b. is concluded or the date the notice of claim required by Condition 3 is received by the Company as the date for calculating the fair market value of the Title in Condition 8.a.ii. e.In addition to the extent of liability for loss or damage under Conditions 8.a. and 8.d., the Company will also pay the costs, attorneys' fees, and expenses incurred in accordance with Conditions 5 and 7. 9.LIMITATION OF LIABILITY a.The Company fully performs its obligations and is not liable for any loss or damage caused to the Insured if the Company accomplishes any of the following in a reasonable manner: i.removes the alleged defect, lien, encumbrance, adverse claim, or other matter; ii.cures the lack of a right of access to and from the Land; or iii.cures the claim of Unmarketable Title, all as insured. The Company may do so by any method, including litigation and the completion of any appeals. b.The Company is not liable for loss or damage arising out of any litigation, including litigation by the Company or with the Company's consent, until a State or federal court having jurisdiction makes a final, non-appealable determination adverse to the Title. c.The Company is not liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. d.The Company is not liable for the content of the Transaction Identification Data, if any. 10.REDUCTION OR TERMINATION OF INSURANCE All payments under this policy, except payments made for costs, attorneys' fees, and expenses, reduce the Amount of Insurance by the amount of the payment. 11.LIABILITY NONCUMULATIVE The Amount of Insurance will be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after the Date of Policy and which is a charge or lien on the Title, and the amount so paid will be deemed a payment to the Insured under this policy. 12.PAYMENT OF LOSS When liability and the extent of loss or damage are determined in accordance with the Conditions, the Company will pay the loss or damage within thirty (30) days. FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. FBSC2509648 (continued) CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.18.25 @ 08:14 PM Page 12 CA-CT-FBSC-02180.054356-SPS-1-25-FBSC2509648 13.COMPANY'S RECOVERY AND SUBROGATION RIGHTS UPON SETTLEMENT AND PAYMENT a.If the Company settles and pays a claim under this policy, it is subrogated and entitled to the rights and remedies of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person, entity, or property to the fullest extent permitted by law, but limited to the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant must execute documents to transfer these rights and remedies to the Company. The Insured Claimant permits the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. b.If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company defers the exercise of its subrogation right until after the Insured Claimant fully recovers its loss. c.The Company's subrogation right includes the Insured's rights to indemnity, guaranty, warranty, insurance policy, or bond, despite any provision in those instruments that addresses recovery or subrogation rights. 14.POLICY ENTIRE CONTRACT a.This policy together with all endorsements, if any, issued by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy will be construed as a whole. This policy and any endorsement to this policy may be evidenced by electronic means authorized by law. b.Any amendment of this policy must be by a written endorsement issued by the Company. To the extent any term or provision of an endorsement is inconsistent with any term or provision of this policy, the term or provision of the endorsement controls. Unless the endorsement expressly states, it does not: i.modify any prior endorsement, ii.extend the Date of Policy, iii.insure against loss or damage exceeding the Amount of Insurance, or iv.increase the Amount of Insurance. 15.SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, this policy will be deemed not to include that provision or the part held to be invalid, but all other provisions will remain in full force and effect. 16.CHOICE OF LAW AND CHOICE OF FORUM a.Choice of Law The Company has underwritten the risks covered by this policy and determined the premium charged in reliance upon the State law affecting interests in real property and the State law applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the State where the Land is located. The State law of the State where the Land is located, or to the extent it controls, federal law, will determine the validity of claims against the Title and the interpretation and enforcement of the terms of this policy, without regard to conflicts of law principles to determine the applicable law. b.Choice of Forum Any litigation or other proceeding brought by the Insured against the Company must be filed only in a State or federal court having jurisdiction. 17.NOTICES Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at: Fidelity National Title Insurance Company P.O. Box 45023 Jacksonville, FL 32232-5023 Attn: Claims Department 18.CLASS ACTION ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS POLICY, INCLUDING ANY SERVICE OR OTHER MATTER IN CONNECTION WITH ISSUING THIS POLICY, ANY BREACH OF A POLICY PROVISION, OR ANY OTHER CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THE TRANSACTION GIVING RISE TO THIS POLICY, MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. 19.ARBITRATION a.All claims and disputes arising out of or relating to this policy, including any service or other matter in connection with issuing this policy, any breach of a policy provision, or any other claim or dispute arising out of or relating to the transaction giving rise to this policy, may be resolved by arbitration. If the Amount of Insurance is Two Million and No/100 Dollars ($2,000,000) or less, any claim or dispute may be submitted to binding arbitration at the election of either the Company or the Insured. If the Amount of Insurance is greater than Two Million and No/100 Dollars ($2,000,000), any claim or dispute may be submitted to binding arbitration only when agreed to by both the Company and the Insured. Arbitration must be conducted pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("ALTA Rules"). The ALTA Rules are available online at www.alta.org/arbitration. The ALTA Rules incorporate, as appropriate to a particular dispute, the Consumer Arbitration Rules and Commercial Arbitration Rules of the American Arbitration Association ("AAA Rules"). The AAA Rules are available online at www.adr.org. FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. FBSC2509648 (continued) CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.18.25 @ 08:14 PM Page 13 CA-CT-FBSC-02180.054356-SPS-1-25-FBSC2509648 b.ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING IN ANY ARBITRATION GOVERNED BY CONDITION 19. The arbitrator does not have authority to conduct any class action arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstance. c.If there is a final judicial determination that a request for particular relief cannot be arbitrated in accordance with this Condition 19, then only that request for particular relief may be brought in court. All other requests for relief remain subject to this Condition 19. d.Fees will be allocated in accordance with the applicable AAA Rules. The results of arbitration will be binding upon the parties. The arbitrator may consider, but is not bound by, rulings in prior arbitrations involving different parties. The arbitrator is bound by rulings in prior arbitrations involving the same parties to the extent required by law. The arbitrator must issue a written decision sufficient to explain the findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any State or federal court having jurisdiction. END OF CONDITIONS ENDORSEMENT - ALTA 41-06 WATER - BUILDINGS Attached to Policy Number: Issued By: FBSC2509648 Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 41-06-Water-Buildings CLTA 143-06 (12/02/2013) (12/02/2013) Printed: 11.18.25 @ 08:15 PM CA-CT-FBSC-02180.054356-SPS-1-25-FBSC2509648 1.The insurance provided by this endorsement is subject to the exclusion in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy. 2.For purposes of this endorsement only, "Improvement" means a building on the Land at Date of Policy. 3.The Company insures against loss or damage sustained by the Insured by reason of the enforced removal or alteration of any Improvement resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of water excepted from the description of the Land or excepted in Schedule B. 4.This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from: a.contamination, explosion, fire, flooding, vibration, fracturing, earthquake or subsidence; b.negligence by a person or an Entity exercising a right to extract or develop water; or c.the exercise of the rights described in none. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Fidelity National Title Insurance Company Dated: November 17, 2025 Countersigned By: Joe Goodman Authorized Officer or Agent 4912-8717-9395 v2 9. BUYER’S FINAL CLOSING STATEMENT Chicago Title Company 150 Spear Street, Suite 825 San Francisco, CA 94105 Phone: 415-291-5100 Buyer's Final Closing Statement Closing Date:November 14, 2025 Proration Date:November 14, 2025 Order Number:FBSC2509648 Escrow Officer:Terina Kung Buyer:City of San Rafael, a municipal corporation Seller:The Trust for Public Land, a California nonprofit public benefit corporation Property:620 Canal Street San Rafael, CA 94901-4121 Marin County Buyer Debit Credit Total Consideration Purchase Price 1,850,000.00 Deposits Funds Received on 11/10/2025 from the County of Marin Measure A Funds 1,350,000.00 Funds Received pm 11/12/2025 from the City of San Rafael 505,080.00 Title / Settlement Charges CLTA Owners Policy Coverage:$1,850,000.00 Version:CLTA Standard Coverage Owner's Policy - 2022 3,120.00 ALTA 41-06 - Water - Buildings 390.00 Escrow Fee (50/50)1,175.00 Delivery Fee 27.64 Transfer Tax - Exempt 0.00 Recording Charges Recording Fee 0.00 Recording Service Fee 0.00 Subtotals 1,854,712.64 1,855,080.00 Balance Due TO Buyer 367.36 Totals 1,855,080.00 1,855,080.00 THIS IS A CERTIFIED COPY OF THE ORIGINAL DOCUMENT(S) BY CHICAGO TITLE COMPANY Chicago Title Company, Settlement Agent Printed on 11/18/2025 2:43:52 PM CERTIFIED COPY FBSC2509648 Page 1 of 1 4912-8717-9395 v2 10. TRUST FOR PUBLIC LAND – CITY JOINT ESCROW INSTRUCTIONS NO. FBSC2509648 Mailing Address: Trust for Public Land PO Box 889336 Los Angeles, CA 90088-9336 VIA Email November , 2025 Chicago Title Insurance Company National Business Unit 150 Spear Street, Suite 825 San Francisco, CA 94105 Attn.: Terina J. Kung Vice President, Branch Manager Senior Commercial Escrow Advisory Email: kungt@ctt.com RE: Escrow No. FBSC2509648 Joint Closing Instructions (TPL to City of San Rafael) Canal Street Property San Rafael – County of Marin, CA Dear Ms. Kung: This letter constitutes the joint closing instructions from The Trust for Public Land, a California nonprofit public benefit corporation (“TPL”), and the City of San Rafael, a municipal corporation (“City”), to Chicago Title Insurance Company (“Escrow Holder”) for Escrow No. FBSC2509648 (“TPL-City Escrow”). The real property to be conveyed from TPL to City is located in County of Marin, California (“Property”) and is described in Escrow Holder’s proforma title policy No. FBSC2509648 (“Proforma”), a copy of which is attached hereto as Exhibit A. This TPL-City Escrow (No. FBSC2509648) is the escrow for the second of two transactions with back-to-back closings. TPL’s first transaction will be handled and closed through Escrow No. FBSC2403705 (also known as the “Seller-TPL Escrow”). (1) In the “Seller-TPL Escrow” (No. FBSC2403705), TPL will purchase the Property from Michael Russo, Trustee and Anthony Russo, Trustee of The Anthony Cavallo Trust dated November 10, 2023 (collectively, “Seller”) pursuant to that certain Purchase and Sale Agreement dated for reference purposes only as of 1 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 12.00 December 6, 2024, by and between Seller and TPL (as amended, “Seller-TPL Agreement”), whereby Seller will convey fee simple title to TPL via grant deed. (2) Immediately after acquiring the Property through the Seller-TPL Escrow (No. FBSC2403705), TPL will convey fee simple title to the Property via grant deed to City pursuant to that certain Purchase and Sale Agreement dated as of August 22, 2025, between TPL and City (“TPL-City Agreement”), for a discounted cash purchase price of One Million Eight Hundred Fifty Thousand and 00/100 Dollars ($1,850,000.00) (“Purchase Price”). This TPL-City Escrow shall close no later than November 17, 2025, except as otherwise agreed to in writing by TPL and City or as extended by either party pursuant to Section 4 of the TPL-City Agreement (“Closing Date”). Escrow Holder is instructed not to close this TPL-City Escrow until all conditions contained herein have been satisfied and Escrow Holder is in a position to close both the Seller-TPL Escrow and this TPL-City Escrow concurrently in a back-to-back fashion with the Seller-TPL transaction closing first. A. Parties. The contact/notification information for TPL and City and each of their “Authorized Parties” is set forth in Exhibit B attached hereto. B. Documents. TPL and City shall deliver the documents described in this Section B to Escrow Holder, which is hereby instructed to assemble counterpart signature pages of documents and, for documents other than those to be recorded, to accept facsimiles or PDFs in place of originals, if necessary to close this transaction, with the originals to follow on a post-closing basis to the extent requested by Escrow Holder. TPL shall deliver, or cause to be delivered, the following documents to Escrow Holder: 1. One (1) original Grant Deed (“Deed”), the form of which is attached hereto as Exhibit C, duly executed by TPL, with signatures duly notarized, conveying to City fee simple title to the Property; 2. TPL’s Proforma Closing Statement (as defined in Section D. 4 below) placed in a final form by Escrow Holder and approved and executed by TPL; 3. One (1) original of the Non-Foreign Affidavit (FIRPTA) duly executed and dated by TPL; 4. One (1) original California Form 593 duly executed by and dated by TPL; 5. One (1) scanned copy of these joint closing instructions duly executed and dated by TPL; 2 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 6. Corporate Resolution from TPL’s Board of Directors, authorizing TPL to complete this transaction, indicating the professional titles of those authorized to execute all closing documents on behalf of TPL; and 7. Any other documents reasonably required by Escrow Holder for this closing. City shall deliver, or cause to be delivered, the following documents to Escrow Holder: 1. One (1) original Deed Restriction (“Deed Restriction”), duly executed by City, with signatures duly notarized, the form of which is attached hereto as Exhibit D (exhibits to Deed Restriction are not depicted within Exhibit D, but will be attached to the original document by City prior to depositing with Escrow Holder); 2. One (1) original Certificate of Acceptance (“Certificate of Acceptance”), duly executed by the City, in accordance with Government Code Section 27281, which documents acceptance of the Deed conveying fee simple title of the Property from TPL to City, and will be attached to the Deed by the Escrow Holder prior to recording. 3. City’s Proforma Closing Statement (as defined in Section D. 5 below) placed in a final form by Escrow Holder and approved and executed by City; 4. Resolution from City Council authorizing City to complete this transaction and indicating the professional titles of those authorized to execute all closing documents on behalf of City; 5. Preliminary Change of Ownership Report (“PCOR”) executed by City; 6. One (1) scanned copy of these closing instructions executed by City; and 7. Any other documents reasonably required by Escrow Holder for this closing. C. Funds. At least one (1) business day before the Closing Date, City (or third parties on behalf of City) has/have deposited or will deposit an amount into this TPL-City Escrow that will equal the Purchase Price, plus or minus the costs and prorated items for the Property in accordance with the amounts set forth in City’s Pro Forma Closing Statement (as defined below) (“Funds”). When Escrow Holder is in a position to concurrently close both the Seller-TPL Escrow and this TPL-City Escrow, funds in the amount shown on TPL’s Pro Forma Closing 3 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 Statement and City’s Pro Forma Closing Statement shall be used only in accordance with the instructions set forth herein. Specifically, funds equaling the amount of the Purchase Price shall be transferred from the TPL-City Escrow into the Seller-TPL Escrow (No. FBSC2403705); provided that City, TPL and Escrow Holder expressly acknowledge and agree that the transfer of funds in the amount of the Purchase Price from the TPL-City Escrow into the Seller-TPL Escrow is in furtherance of the transaction described in these instructions and the TPL-City Agreement and is in consideration of the concurrent release of the Deed to the County Recorder’s Office for recordation in City’s favor, and constitutes an integral step in implementing the Close of Escrow, all as contemplated in these TPL-City Escrow instructions. Funds will be deposited into this TPL-City Escrow by the following parties: City of San Rafael Funds in the amount Five Hundred Thousand Dollars ($500,000.00), plus or minus the costs and prorated items attributable to them for closing costs. Funds deposited by the City shall be applied as shown on City’s Pro Forma Closing Statement. County of Marin* *Not a party to this escrow but is contributing funds to be applied solely to the Purchase Price of this Property. Funds in the amount of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) to be applied to the Purchase Price of the Property. D. Conditions to Closing. Before carrying out the closing procedures set forth in Section E below, all of the following conditions must be satisfied: 1. All of the documents described in Section B above have been delivered and executed as applicable. 2. All of the funds described in Section C have been delivered. 3. Escrow Holder is prepared to issue a CLTA standard coverage owner’s policy of title insurance insuring City as the fee owner of the Property, which policy shall be in a form and substance consistent with the Proforma, including the legal description of the Property reflected in the Proforma, showing only those exceptions described the Proforma, and including ALTA Endorsement No. 41.06, in the amount of the Purchase Price and dated as of the date that the Deed is recorded (“City’s Title Policy”). 4 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 4. Escrow Holder has prepared a pro forma closing statement for TPL (“TPL’s Pro Forma Closing Statement”) pursuant to which TPL is debited: (i) One-half (1/2) the escrow fee, including those attributable to the processing of any documents that may be necessary for TPL to convey its real property interests; (ii) Any applicable documentary tax, sales tax, or real property transfer tax; and (iii) Such other amounts as instructed by TPL. 5. Escrow Holder has prepared a pro forma closing statement for City (“City’s Pro Forma Closing Statement”) pursuant to which City is debited: (i) One-half (1/2) the escrow fee, except for those attributable to the processing of any documents that may be necessary for TPL to convey its real property interests; (ii) Recording fees for the Deed and the Deed Restriction, if any; (iii) The premium for City’s Title Policy; and (iv) Such other amounts as instructed by City. 6. Any other fees and charges related to the conveyance of the Property from TPL to City will be allocated according to the custom of the County of Marin. Each party shall pay its own attorneys’ fees and other expenses incurred by it in connection herewith. 7. Escrow Holder is prepared to deliver all documents and take all actions as directed in Section E below. 8. Escrow Holder shall have received telephonic or written authorization to close this TPL-City Escrow from an Authorized Party on behalf of each of TPL and City. E. Closing Procedure. Upon satisfaction of all the conditions precedent set forth in Section D above, on the Closing Date, Escrow Holder is instructed to: 1. Assemble the counterparts of each document that has been delivered in counterpart to Escrow Holder and date each such document as of the date of the recordation of the Deed. 2. Attach Certificate of Acceptance to the Deed, and cause the Deed and the Deed Restriction, in that order, to be recorded in the Official Records of County of Marin, California. 5 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 3.Promptly after the above documents are recorded, telephone or email TPL and City to confirm that recordation has occurred. 4.On the same day and after the Deed and Deed Restriction are recorded, deliver funds to any entities in accordance with the approved TPL and City Pro Forma Closing Statements, as such have been finalized and approved by each party. 5.Within five (5) business days after the Deed and Deed Restriction are recorded, deliver to City: a.A conformed copy of each of the Deed and the Deed Restriction, evidencing recordation. b.A copy of each of the documents (not recorded) deposited with Escrow Holder pursuant to Section B above. c.City’s final closing statement. d.City’s Title Policy. 6.Within five (5) business days after the Deed and Deed Restriction are recorded, deliver to TPL: a.A conformed copy of each of the Deed and the Deed Restriction, evidencing recordation. b.A copy of each of the documents (not recorded) deposited with Escrow Holder pursuant to Section B above. c.TPL’s final closing statement. These instructions may be supplemented, amended, or revoked by the undersigned at any time before close of escrow in writing, mutually approved by both TPL and City. We request that the terms of this transaction and our closing instructions be kept strictly confidential, and these instructions and any documents described herein, including closing statements, shall not be delivered to any other parties by Escrow Holder except as provided herein or under applicable law. Escrow Holder will receive a counterpart of these instructions executed by City indicating that it consents to and joins in these instructions. Please acknowledge receipt of these instructions and indicate Escrow Holder’s agreement to act in accordance therewith by signing and returning a copy to each of TPL and City. In any case, Escrow Holder’s recording of the Deed and the Deed Restriction shall indicate Escrow Holder’s agreement to the terms herein. 6 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 7 TPL: The Trust for Public Land, a California nonprofit public benefit corporation By: Name: Tily Shue Title: Legal Director Date: CITY: The City of San Rafael, a municipal corporation By: Name: Title: Date: EXHIBITS: Exhibit A – Proforma Title Policy Exhibit B – Authorized Parties Exhibit C – Deed Exhibit D – Deed Restriction Receipt of the foregoing letter of instructions is acknowledged, and the undersigned agrees to act in accordance with the foregoing instructions. Chicago Title Insurance Company By: Name: Title: Date: Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 Cristine Alilovich 11/12/2025 | 1:51 PM PST City Manager 11/12/2025 | 2:12 PM PST 11/12/2025 | 5:09 PM PST AVP, Commercial Escrow Officer Rosemarie Dela Cruz CLTA STANDARD COVERAGE OWNER'S POLICY OF TITLE INSURANCE Policy Number: Issued by: PROFORMA FBSC2509648 This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.07.25 @ 09:00 PM Page 1 CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA This policy, when issued by the Company with a Policy Number and the Date of Policy, is valid even if this policy or any endorsement to this policy is issued electronically or lacks any signature. Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Condition 17. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, Fidelity National Title Insurance Company, a Florida corporation (the "Company"), insures as of the Date of Policy and, to the extent stated in Covered Risks 9 and 10, after the Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. The Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. Covered Risk 2 includes, but is not limited to, insurance against loss from: a. a defect in the Title caused by: i. forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; ii. the failure of a person or Entity to have authorized a transfer or conveyance; iii. a document affecting the Title not properly authorized, created, executed, witnessed, sealed, acknowledged, notarized (including by remote online notarization), or delivered; iv. a failure to perform those acts necessary to create a document by electronic means authorized by law; v. a document executed under a falsified, expired, or otherwise invalid power of attorney; vi. a document not properly filed, recorded, or indexed in the Public Records, including the failure to have performed those acts by electronic means authorized by law; vii. a defective judicial or administrative proceeding; or viii. the repudiation of an electronic signature by a person that executed a document because the electronic signature on the document was not valid under applicable electronic transactions law. b. the lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. c. the effect on the Title of an encumbrance, violation, variation, adverse circumstance, boundary line overlap, or encroachment (including an encroachment of an improvement across the boundary lines of the Land), but only if the encumbrance, violation, variation, adverse circumstance, boundary line overlap, or encroachment would have been disclosed by an accurate and complete land title survey of the Land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. A violation or enforcement of a law, ordinance, permit, or governmental regulation (including those relating to building and zoning), but only to the extent of the violation or enforcement described by the enforcing governmental authority in an Enforcement Notice that identifies a restriction, regulation, or prohibition relating to: a. the occupancy, use, or enjoyment of the Land; b. the character, dimensions, or location of an improvement on the Land; EXHIBIT A Proforma Title Policy 1 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA FBSC2509648 This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.07.25 @ 09:00 PM Page 2 CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA c. the subdivision of the Land; or d. environmental remediation or protection on the Land. 6. An enforcement of a governmental forfeiture, police, regulatory, or national security power, but only to the extent of the enforcement described by the enforcing governmental authority in an Enforcement Notice. 7. An exercise of the power of eminent domain, but only to the extent: a. of the exercise described in an Enforcement Notice; or b. the taking occurred and is binding on a purchaser for value without Knowledge. 8. An enforcement of a PACA-PSA Trust, but only to the extent of the enforcement described in an Enforcement Notice. 9. The Title being vested other than as stated in Schedule A, the Title being defective, or the effect of a court order providing an alternative remedy: a. resulting from the avoidance, in whole or in part, of any transfer of all or any part of the Title to the Land or any interest in the Land occurring prior to the transaction vesting the Title because that prior transfer constituted a: i. fraudulent conveyance, fraudulent transfer, or preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors' rights law; or ii. voidable transfer under the Uniform Voidable Transactions Act; or b. because the instrument vesting the Title constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors' rights law by reason of the failure: i. to timely record the instrument vesting the Title in the Public Records after execution and delivery of the instrument to the Insured; or ii. of the recording of the instrument vesting the Title in the Public Records to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to the Date of Policy and prior to the recording of the deed or other instrument vesting the Title in the Public Records. DEFENSE OF COVERED CLAIMS The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions. Chicago Title Company 1200 Concord Ave, Suite 400 Concord, CA 94520 Fidelity National Title Insurance Company By: PROFORMA Countersigned By: PROFORMA Authorized Officer or Agent Michael J. Nolan, President Attest: PROFORMA Marjorie Nemzura, Secretary 9 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA FBSC2509648 This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.07.25 @ 09:00 PM Page 3 CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6. 2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transaction vesting the Title as shown in Schedule A is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 9.b. 5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8. 6. Any lien on the Title for real estate taxes or assessments, imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b. 7. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. 10 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.07.25 @ 09:00 PM Page 4 CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA FBSC2509648 Transaction Identification Data, for which the Company assumes no liability as set forth in Condition 9.d.: Property Address: 620 Canal Street, San Rafael, CA 94901-4121 SCHEDULE A Name and Address of Title Insurance Company:Jeff Martin Chicago Title Company 1200 Concord Ave, Suite 400 Concord, CA 94520 Policy Number: PROFORMA FBSC2509648 Date of Policy Amount of Insurance Premium Date and time of recording PROFORMA $1,850,000.00 PROFORMA 1. The Insured is: City of San Rafael, a municipal corporation 2. The estate or interest in the Land insured by this policy is: Fee Simple 3. The Title is vested in: City of San Rafael, a municipal corporation 4. The Land is described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED END OF SCHEDULE A 11 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 OWNER'S POLICY NO. PROFORMA FBSC2509648 EXHIBIT "A" Legal Description This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.07.25 @ 09:00 PM Page 5 CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA For APN/Parcel ID(s):014-162-01 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN RAFAEL, COUNTY OF MARIN, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT “A” AS DELINEATED UPON THE MAP OF EAST SAN RAFAEL, MARIN COUNTY, CALIFORNIA, FILED FOR RECORD AND RECORDED IN THE OFFICE OF THE RECORDER OF MARIN COUNTY, JANUARY 21, 1908 IN LIBER 2 OF MAPS, AT PAGE 109; THENCE ALONG THE NORTHEASTERLY LINE OF CANAL STREET SOUTH 54° 42’ EAST 60 FEET; THENCE CROSSING AND SUBDIVIDING LOT “B” AS SHOWN ON SAID MAP NORTH 35° 18’ EAST 289.2 FEET TO THE RIGHT BANK OF SAN RAFAEL CANAL; THENCE ALONG SAID RIGHT BANK LINE NORTH 48° 40’ WEST 13 FEET NORTH 68° 7’ WEST 131.2 FEET (AT 48.4 FEET INTERSECTING LINE BETWEEN LOTS “A” AND “B”) AND NORTH 84° 50’ WEST 68.8 FEET; THENCE LEAVING SAID CANAL BANK AND CROSSING AND SUBDIVIDING SAID LOT “A” SOUTH 35° 18’ WEST 225.6 FEET TO SAID NORTHEASTERLY LINE OF CANAL STREET; AND THENCE SOUTH 54° 42’ EAST 140 FEET TO THE PLACE OF BEGINNING. COURSES TRUE, MAGNETIC VARIATION 17° 30’ EAST (ABOVE COURSE “NORTH 68° 7’ WEST 131.2 FEET” SHOWN ON RECORDED MAP AS “NORTH 68° 7’ WEST 129.2 FEET” AND THE NEXT DISTANCE OF 48.4 FEET SHOWN AS 46.4 FEET ON RECORDED MAP). PARCEL TWO: A PORTION OF LOT “A” OF MAP OF EAST SAN RAFAEL, MARIN COUNTY, CALIFORNIA, FILED FOR RECORD AND RECORDED IN THE OFFICE OF THE RECORDER OF MARIN COUNTY, JANUARY 21, 1908 IN LIBER 2 OF MAPS, AT PAGE 109, PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THE LOT OF LAND CONVEYED BY S.J. NORTON ET UX, TO EMMA WOOD BY DEED DATED DECEMBER 28, 1908, AND RECORDED DECEMBER 29, 1908, IN LIBER 118 OF DEEDS AT PAGE 380, IN SAID COUNTY RECORDER’S OFFICE; THENCE NORTH 35° 18’ EAST ALONG THE LINE OF THE LOT OF SAID WOODS 225.6 FEET TO THE RIGHT BANK OF THE SAN RAFAEL CANAL; THENCE WESTERLY AND SOUTHERLY ALONG THE RIGHT BANK OF SAID CANAL AND THE NORTHWESTERLY LINE OF SAID LOT “A” NORTH 84° 50’ WEST 55.50 FEET; SOUTH 69° 57’ WEST 123.30 FEET AND SOUTH 23° 55’ WEST 12 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 OWNER'S POLICY NO. PROFORMA FBSC2509648 EXHIBIT "A" Legal Description This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.07.25 @ 09:00 PM Page 6 CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA 98.10 FEET TO THE NORTHERLY LINE OF CANAL STREET; THENCE SOUTH 54° 42’ EAST ALONG SAID LAST MENTIONED LINE 99.3 FEET TO THE POINT OF BEGINNING. EXCEPTING FROM THE ABOVE DESCRIBED PARCELS ONE AND TWO THOSE PORTIONS THEREOF WHICH LIE WITHIN THE BOUNDARY LINES OF THE SAN RAFAEL CANAL AS SHOWN ON “MAP NO. 2 OF SALT MARSH & TIDE LANDS SITUATE IN THE COUNTY OF MARIN, STATE OF CALIFORNIA, 1870”, A COPY OF WHICH MAP WAS FILED JULY 20, 1959 IN “CAN F”, MARIN COUNTY RECORDS. 13 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA FBSC2509648 SCHEDULE B EXCEPTIONS FROM COVERAGE This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.07.25 @ 09:00 PM Page 7 CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage. This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters: PART I 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. 4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy. 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. END OF SCHEDULE B - PART I 14 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA FBSC2509648 SCHEDULE B EXCEPTIONS FROM COVERAGE (continued) This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.07.25 @ 09:00 PM Page 8 CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA PART II 1. Intentionally deleted 2. Intentionally deleted 3. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California which are due and payable up to the date of closing. None due and payable. 4. The Land lies within the boundaries of proposed community facilities District No. 2014-1 (Clean Energy), as disclosed by a map filed August 28, 2015 in Book 2015, Page 124, of maps of assessment and community facilities districts. None due and payable. 5. Rights and easements for commerce, navigation and fishery. 6. Any rights in favor of the public which may exist on said Land if said Land or portions thereof are or were at any time used by the public. 7. Any adverse claim based upon the assertion that: a) Some portion of said Land is tide or submerged land, or has been created by artificial means or has accreted to such portion so created. b) Some portion of said Land has been brought within the boundaries thereof by an avulsive movement of San Rafael Canal or has been formed by accretion to any such portion. c) Any portion of said Land was not tideland which was available for disposition by the State, or that any portion thereof has become submerged land by reason of erosion or has become upland by reason of accretion. 8. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: City of San Rafael Purpose:Levee Recording Date: October 15, 1957 Recording No.: Book 1147, Page 99, of Official Records Affects:Northerly and North central portions 15 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA FBSC2509648 SCHEDULE B EXCEPTIONS FROM COVERAGE (continued) This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.07.25 @ 09:00 PM Page 9 CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA 9. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other matters shown on Map:Record of Survey Recording Date: October 7, 1999 Recording No.: Book 1999, Page 189, of Record of Surveys 10. Intentionally deleted 11. Water rights, claims or title to water, whether or not disclosed by the public records. 12. Intentionally deleted 13. Intentionally deleted 14. Intentionally deleted 15. Intentionally deleted 16. Intentionally deleted 17. Intentionally deleted 18. Intentionally deleted 19. Intentionally deleted 20. Intentionally deleted 21. Intentionally deleted END OF SCHEDULE B - PART II 16 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA FBSC2509648 This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.07.25 @ 09:00 PM Page 10 CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA CONDITIONS 1. DEFINITION OF TERMS In this policy, the following terms have the meanings given to them below. Any defined term includes both the singular and the plural, as the context requires: a. "Affiliate": An Entity: i. that is wholly owned by the Insured; ii. that wholly owns the Insured; or iii. if that Entity and the Insured are both wholly owned by the same person or entity. b. "Amount of Insurance": The Amount of Insurance stated in Schedule A, as may be increased by Condition 8.d. or decreased by Condition 10 or 11; or increased or decreased by endorsements to this policy. c. "Date of Policy": The Date of Policy stated in Schedule A. d. "Discriminatory Covenant": Any covenant, condition, restriction, or limitation that is unenforceable under applicable law because it illegally discriminates against a class of individuals based on personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or other legally protected class. e. "Enforcement Notice": A document recorded in the Public Records that describes any part of the Land and: i. is issued by a governmental agency that identifies a violation or enforcement of a law, ordinance, permit, or governmental regulation; ii. is issued by a holder of the power of eminent domain or a governmental agency that identifies the exercise of a governmental power; or iii. asserts a right to enforce a PACA-PSA Trust. f. "Entity": A corporation, partnership, trust, limited liability company, or other entity authorized by law to own title to real property in the State where the Land is located. g. "Insured": i. (a). The Insured named in Item 1 of Schedule A; (b). the successor to the Title of an Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (c). the successor to the Title of an Insured resulting from dissolution, merger, consolidation, distribution, or reorganization; (d). the successor to the Title of an Insured resulting from its conversion to another kind of Entity; or (e). the grantee of an Insured under a deed or other instrument transferring the Title, if the grantee is: (1). an Affiliate; (2). a trustee or beneficiary of a trust created by a written instrument established for estate planning purposes by an Insured; (3). a spouse who receives the Title because of a dissolution of marriage; (4). a transferee by a transfer effective on the death of an Insured as authorized by law; or (5). another Insured named in Item 1 of Schedule A. ii. The Company reserves all rights and defenses as to any successor or grantee that the Company would have had against any predecessor Insured. h. "Insured Claimant": An Insured claiming loss or damage arising under this policy. i. "Knowledge" or "Known": Actual knowledge or actual notice, but not constructive notice imparted by the Public Records. j. "Land": The land described in Item 4 of Schedule A and improvements located on that land at the Date of Policy that by State law constitute real property. The term "Land" does not include any property beyond that described in Schedule A, nor any right, title, interest, estate, or easement in any abutting street, road, avenue, alley, lane, right-of-way, body of water, or waterway, but does not modify or limit the extent that a right of access to and from the Land is insured by this policy. k. "Mortgage": A mortgage, deed of trust, trust deed, security deed, or other real property security instrument, including one evidenced by electronic means authorized by law. l. "PACA-PSA Trust": A trust under the federal Perishable Agricultural Commodities Act or the federal Packers and Stockyards Act or a similar State or federal law. m. "Public Records": The recording or filing system established under State statutes in effect at the Date of Policy under which a document must be recorded or filed to impart constructive notice of matters relating to the Title to a purchaser for value without Knowledge. The term "Public Records" does not include any other recording or filing system, including any pertaining to environmental remediation or protection, planning, permitting, zoning, licensing, building, health, public safety, or national security matters. 17 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA FBSC2509648 (continued) This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.07.25 @ 09:00 PM Page 11 CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA n. "State": The state or commonwealth of the United States within whose exterior boundaries the Land is located. The term "State" also includes the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, and Guam. o. "Title": The estate or interest in the Land identified in Item 2 of Schedule A. p. "Unmarketable Title": The Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or a lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF COVERAGE This policy continues as of the Date of Policy in favor of an Insured, so long as the Insured: a. retains an estate or interest in the Land; b. owns an obligation secured by a purchase money Mortgage given by a purchaser from the Insured; or c. has liability for warranties given by the Insured in any transfer or conveyance of the Insured's Title. Except as provided in Condition 2, this policy terminates and ceases to have any further force or effect after the Insured conveys the Title. This policy does not continue in force or effect in favor of any person or entity that is not the Insured and acquires the Title or an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured must notify the Company promptly in writing if the Insured has Knowledge of: a. any litigation or other matter for which the Company may be liable under this policy; or b. any rejection of the Title as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under this policy is reduced to the extent of the prejudice. 4. PROOF OF LOSS The Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, adverse claim, or other matter insured against by this policy that constitutes the basis of loss or damage and must state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS a. Upon written request by the Insured and subject to the options contained in Condition 7, the Company, at its own cost and without unreasonable delay, will provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company has the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those covered causes of action. The Company is not liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of any cause of action that alleges matters not insured against by this policy. b. The Company has the right, in addition to the options contained in Condition 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that, in its opinion, may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it is liable to the Insured. The Company's exercise of these rights is not an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under Condition 5.b., it must do so diligently. c. When the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court having jurisdiction. The Company reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE a. When this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured will secure to the Company the right to prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. When requested by the Company, the Insured, at the Company's expense, must give the Company all reasonable aid in: i. securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement; and ii. any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter, as insured. If the Company is prejudiced by any failure of the Insured to furnish the required cooperation, the Company's liability and obligations to the Insured under this policy terminate, including any obligation to defend, prosecute, or continue any litigation, regarding the matter requiring such cooperation. 18 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA FBSC2509648 (continued) This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.07.25 @ 09:00 PM Page 12 CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA b. The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos, whether bearing a date before or after the Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant must grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all the records in the custody or control of a third party that reasonably pertain to the loss or damage. No information designated in writing as confidential by the Insured Claimant provided to the Company pursuant to Condition 6 will be later disclosed to others unless, in the reasonable judgment of the Company, disclosure is necessary in the administration of the claim or required by law. Any failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in Condition 6.b., unless prohibited by law, terminates any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company has the following additional options: a.To Pay or Tender Payment of the Amount of Insurance To pay or tender payment of the Amount of Insurance under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option provided for in Condition 7.a., the Company's liability and obligations to the Insured under this policy terminate, including any obligation to defend, prosecute, or continue any litigation. b.To Pay or Otherwise Settle with Parties other than the Insured or with the Insured Claimant i. To pay or otherwise settle with parties other than the Insured for or in the name of the Insured Claimant. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or ii. To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either option provided for in Condition 7.b., the Company's liability and obligations to the Insured under this policy for the claimed loss or damage terminate, including any obligation to defend, prosecute, or continue any litigation. 8. CONTRACT OF INDEMNITY; DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by an Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. This policy is not an abstract of the Title, report of the condition of the Title, legal opinion, opinion of the Title, or other representation of the status of the Title. All claims asserted under this policy are based in contract and are restricted to the terms and provisions of this policy. The Company is not liable for any claim alleging negligence or negligent misrepresentation arising from or in connection with this policy or the determination of the insurability of the Title. a. The extent of liability of the Company for loss or damage under this policy does not exceed the lesser of: i. the Amount of Insurance; or ii. the difference between the fair market value of the Title, as insured, and the fair market value of the Title subject to the matter insured against by this policy. b. Except as provided in Condition 8.c. or 8.d., the fair market value of the Title in Condition 8.a.ii. is calculated using the date the Insured discovers the defect, lien, encumbrance, adverse claim, or other matter insured against by this policy. c. If, at the Date of Policy, the Title to all of the Land is void by reason of a matter insured against by this policy, then the Insured Claimant may, by written notice given to the Company, elect to use the Date of Policy as the date for calculating the fair market value of the Title in Condition 8.a.ii. d. If the Company pursues its rights under Condition 5.b. and is unsuccessful in establishing the Title, as insured: i. the Amount of Insurance will be increased by Fifteen Percent (15%); and ii. the Insured Claimant may, by written notice given to the Company, elect, as an alternative to the dates set forth in Condition 8.b. or, if it applies, 8.c., to use either the date the settlement, action, proceeding, or other act described in Condition 5.b. is concluded or the date the notice of claim required by Condition 3 is received by the Company as the date for calculating the fair market value of the Title in Condition 8.a.ii. e. In addition to the extent of liability for loss or damage under Conditions 8.a. and 8.d., the Company will also pay the costs, attorneys' fees, and expenses incurred in accordance with Conditions 5 and 7. 19 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA FBSC2509648 (continued) This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.07.25 @ 09:00 PM Page 13 CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA 9. LIMITATION OF LIABILITY a. The Company fully performs its obligations and is not liable for any loss or damage caused to the Insured if the Company accomplishes any of the following in a reasonable manner: i. removes the alleged defect, lien, encumbrance, adverse claim, or other matter; ii. cures the lack of a right of access to and from the Land; or iii. cures the claim of Unmarketable Title, all as insured. The Company may do so by any method, including litigation and the completion of any appeals. b. The Company is not liable for loss or damage arising out of any litigation, including litigation by the Company or with the Company's consent, until a State or federal court having jurisdiction makes a final, non-appealable determination adverse to the Title. c. The Company is not liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. d. The Company is not liable for the content of the Transaction Identification Data, if any. 10. REDUCTION OR TERMINATION OF INSURANCE All payments under this policy, except payments made for costs, attorneys' fees, and expenses, reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance will be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after the Date of Policy and which is a charge or lien on the Title, and the amount so paid will be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage are determined in accordance with the Conditions, the Company will pay the loss or damage within thirty (30) days. 13. COMPANY'S RECOVERY AND SUBROGATION RIGHTS UPON SETTLEMENT AND PAYMENT a. If the Company settles and pays a claim under this policy, it is subrogated and entitled to the rights and remedies of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person, entity, or property to the fullest extent permitted by law, but limited to the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant must execute documents to transfer these rights and remedies to the Company. The Insured Claimant permits the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. b. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company defers the exercise of its subrogation right until after the Insured Claimant fully recovers its loss. c. The Company's subrogation right includes the Insured's rights to indemnity, guaranty, warranty, insurance policy, or bond, despite any provision in those instruments that addresses recovery or subrogation rights. 14. POLICY ENTIRE CONTRACT a. This policy together with all endorsements, if any, issued by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy will be construed as a whole. This policy and any endorsement to this policy may be evidenced by electronic means authorized by law. b. Any amendment of this policy must be by a written endorsement issued by the Company. To the extent any term or provision of an endorsement is inconsistent with any term or provision of this policy, the term or provision of the endorsement controls. Unless the endorsement expressly states, it does not: i. modify any prior endorsement, ii. extend the Date of Policy, iii. insure against loss or damage exceeding the Amount of Insurance, or iv. increase the Amount of Insurance. 15. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, this policy will be deemed not to include that provision or the part held to be invalid, but all other provisions will remain in full force and effect. 20 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. PROFORMA FBSC2509648 (continued) This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. CLTA Standard Coverage Owner's Policy of Title Insurance (02/04/2022)Printed: 11.07.25 @ 09:00 PM Page 14 CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA 16. CHOICE OF LAW AND CHOICE OF FORUM a.Choice of Law The Company has underwritten the risks covered by this policy and determined the premium charged in reliance upon the State law affecting interests in real property and the State law applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the State where the Land is located. The State law of the State where the Land is located, or to the extent it controls, federal law, will determine the validity of claims against the Title and the interpretation and enforcement of the terms of this policy, without regard to conflicts of law principles to determine the applicable law. b.Choice of Forum Any litigation or other proceeding brought by the Insured against the Company must be filed only in a State or federal court having jurisdiction. 17. NOTICES Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at: Fidelity National Title Insurance Company P.O. Box 45023 Jacksonville, FL 32232-5023 Attn: Claims Department 18. CLASS ACTION ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS POLICY, INCLUDING ANY SERVICE OR OTHER MATTER IN CONNECTION WITH ISSUING THIS POLICY, ANY BREACH OF A POLICY PROVISION, OR ANY OTHER CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THE TRANSACTION GIVING RISE TO THIS POLICY, MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. 19. ARBITRATION a. All claims and disputes arising out of or relating to this policy, including any service or other matter in connection with issuing this policy, any breach of a policy provision, or any other claim or dispute arising out of or relating to the transaction giving rise to this policy, may be resolved by arbitration. If the Amount of Insurance is Two Million and No/100 Dollars ($2,000,000) or less, any claim or dispute may be submitted to binding arbitration at the election of either the Company or the Insured. If the Amount of Insurance is greater than Two Million and No/100 Dollars ($2,000,000), any claim or dispute may be submitted to binding arbitration only when agreed to by both the Company and the Insured. Arbitration must be conducted pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("ALTA Rules"). The ALTA Rules are available online at www.alta.org/arbitration. The ALTA Rules incorporate, as appropriate to a particular dispute, the Consumer Arbitration Rules and Commercial Arbitration Rules of the American Arbitration Association ("AAA Rules"). The AAA Rules are available online at www.adr.org. b. ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING IN ANY ARBITRATION GOVERNED BY CONDITION 19. The arbitrator does not have authority to conduct any class action arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstance. c.If there is a final judicial determination that a request for particular relief cannot be arbitrated in accordance with this Condition 19, then only that request for particular relief may be brought in court. All other requests for relief remain subject to this Condition 19. d. Fees will be allocated in accordance with the applicable AAA Rules. The results of arbitration will be binding upon the parties. The arbitrator may consider, but is not bound by, rulings in prior arbitrations involving different parties. The arbitrator is bound by rulings in prior arbitrations involving the same parties to the extent required by law. The arbitrator must issue a written decision sufficient to explain the findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any State or federal court having jurisdiction. END OF CONDITIONS 21 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 ENDORSEMENT - ALTA 41-06 WATER - BUILDINGS Attached to Policy Number: Issued By: PROFORMA FBSC2509648 This is a PRO FORMA policy for discussion purposes only that provides no insurance coverage to or on behalf of the proposed insured. It does not reflect the present state of the Title, and no party is entitled to rely on any statement herein as a representation by the Company as to the state of Title to the property. It is not a commitment to insure the Title or issue any of the attached endorsements, nor does it evidence the willingness of the Company to provide any coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Company. Additional matters may be added or other amendments may be made to this pro forma policy. The Company shall have no liability because of such additions or amendments. Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 41-06-Water-Buildings CLTA 143-06 (12/02/2013) (12/02/2013) Printed: 11.07.25 @ 09:01 PM CA-CT-FBSC-02180.054356-SPS-1--FBSC2509648 PROFORMA 1. The insurance provided by this endorsement is subject to the exclusion in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy. 2. For purposes of this endorsement only, "Improvement" means a building on the Land at Date of Policy. 3. The Company insures against loss or damage sustained by the Insured by reason of the enforced removal or alteration of any Improvement resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of water excepted from the description of the Land or excepted in Schedule B. 4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from: a. contamination, explosion, fire, flooding, vibration, fracturing, earthquake or subsidence; b. negligence by a person or an Entity exercising a right to extract or develop water; or c. the exercise of the rights described in none. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Fidelity National Title Insurance Company Dated: PROFORMA SPECIMEN Countersigned By: PROFORMA SPECIMEN Authorized Officer or Agent 22 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 EXHIBIT B Authorized Parties TPL: The Trust for Public Land 23 Geary Street, Suite 1000 San Francisco, CA 94108 Attn: Tily Shue, Esq. Email: tily.shue@tpl.org Mobile: (415) 279-5465 Katy M. Polluconi, Legal Assistant The Trust for Public Land Email: katy.polluconi@tpl.org Mobile: (541) 389-6547 CITY: The City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Attn: Community Economic Development Director Phone: (415) 485-3460 Email: micah.hinkle@cityofsanrafael.org Attorney for City: Burke, Williams & Sorensen, LLP Attn: Lisa N. Maxwell 181 3rd Street, Suite 200 San Rafael, CA 94901 Phone: (415) 755-2600 Email: lmaxwell@bwslaw.com 23 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 EXHIBIT C Deed RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: The City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Attn: Community Economic Development Director MAIL TAX STATEMENTS TO SAME ADDRESS AS ABOVE Space above this line for Recorder’s Use Only This document is recorded for the benefit of the City of San Rafael and is entitled to be recorded free of charge in accordance with Sections 6103 and 27383 of the Government Code and transfer is exempt pursuant to Revenue & Tax Code Section 11922. APN: 014-162-01 GRANT DEED For good and valuable consideration, the receipt of which is hereby acknowledged, THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation (“Grantor”), does hereby grant and convey to THE CITY OF SAN RAFAEL, a municipal corporation (“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. [Signature on following page] 24 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 IN WITNESS WHEREOF, Grantor has executed this instrument on this day of ______________ 2025. The Trust for Public Land, a California nonprofit public benefit corporation By: Name: Tily Shue Title: Legal Director 25 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT STATE OF ________________________ } COUNTY OF _______________________ } On __________________before me , __________________________________, Notary Public, personally appeared _______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 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: __________________________________(Seal) 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. 26 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 EXHIBIT A to GRANT DEED Legal Description For APN/Parcel ID(s): 014-162-01 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN RAFAEL, COUNTY OF MARIN, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT “A” AS DELINEATED UPON THE MAP OF EAST SAN RAFAEL, MARIN COUNTY, CALIFORNIA, FILED FOR RECORD AND RECORDED IN THE OFFICE OF THE RECORDER OF MARIN COUNTY, JANUARY 21, 1908 IN LIBER 2 OF MAPS, AT PAGE 109; THENCE ALONG THE NORTHEASTERLY LINE OF CANAL STREET SOUTH 54° 42’ EAST 60 FEET; THENCE CROSSING AND SUBDIVIDING LOT “B” AS SHOWN ON SAID MAP NORTH 35° 18’ EAST 289.2 FEET TO THE RIGHT BANK OF SAN RAFAEL CANAL; THENCE ALONG SAID RIGHT BANK LINE NORTH 48° 40’ WEST 13 FEET NORTH 68° 7’ WEST 131.2 FEET (AT 48.4 FEET INTERSECTING LINE BETWEEN LOTS “A” AND “B”) AND NORTH 84° 50’ WEST 68.8 FEET; THENCE LEAVING SAID CANAL BANK AND CROSSING AND SUBDIVIDING SAID LOT “A” SOUTH 35° 18’ WEST 225.6 FEET TO SAID NORTHEASTERLY LINE OF CANAL STREET; AND THENCE SOUTH 54° 42’ EAST 140 FEET TO THE PLACE OF BEGINNING. COURSES TRUE, MAGNETIC VARIATION 17° 30’ EAST (ABOVE COURSE “NORTH 68° 7’ WEST 131.2 FEET” SHOWN ON RECORDED MAP AS “NORTH 68° 7’ WEST 129.2 FEET” AND THE NEXT DISTANCE OF 48.4 FEET SHOWN AS 46.4 FEET ON RECORDED MAP). PARCEL TWO: A PORTION OF LOT “A” OF MAP OF EAST SAN RAFAEL, MARIN COUNTY, CALIFORNIA, FILED FOR RECORD AND RECORDED IN THE OFFICE OF THE RECORDER OF MARIN COUNTY, JANUARY 21, 1908 IN LIBER 2 OF MAPS, AT PAGE 109, PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THE LOT OF LAND CONVEYED BY S.J. NORTON ET UX, TO EMMA WOOD BY DEED DATED DECEMBER 28, 1908, AND RECORDED DECEMBER 29, 1908, IN LIBER 118 OF DEEDS AT PAGE 380, IN SAID COUNTY RECORDER’S OFFICE; THENCE NORTH 35° 18’ EAST ALONG THE LINE OF THE LOT OF SAID WOODS 225.6 FEET TO THE RIGHT BANK OF THE SAN RAFAEL CANAL; THENCE WESTERLY AND SOUTHERLY ALONG THE RIGHT BANK OF SAID CANAL AND THE NORTHWESTERLY LINE OF SAID LOT “A” NORTH 84° 50’ WEST 55.50 FEET; SOUTH 69° 57’ WEST 123.30 FEET AND SOUTH 23° 55’ WEST 98.10 FEET TO THE NORTHERLY LINE OF CANAL STREET; THENCE SOUTH 54° 42’ EAST ALONG SAID LAST MENTIONED LINE 99.3 FEET TO THE POINT OF BEGINNING. EXCEPTING FROM THE ABOVE DESCRIBED PARCELS ONE AND TWO THOSE PORTIONS THEREOF WHICH LIE WITHIN THE BOUNDARY LINES OF THE SAN RAFAEL CANAL AS SHOWN ON “MAP NO. 2 OF SALT MARSH & TIDE LANDS SITUATE IN THE COUNTY OF MARIN, STATE OF CALIFORNIA, 1870”, A COPY OF WHICH MAP WAS FILED JULY 20, 1959 IN “CAN F”, MARIN COUNTY RECORDS. 27 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 EXHIBIT D Deed Restriction RECORDING REQUESTED BY: COUNTY OF MARIN WHEN RECORDED MAIL TO: County of Marin Real Estate Division, Department of Public Works P.O. Box 4186, Civic Center Branch San Rafael, CA 94913-4186 Attn: Alexi Dicker Chicago Title Company Escrow No. FBSC2509648-TK APN: 014-162-01 SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE This document is recorded for the benefit of the County of Marin and is entitled to be recorded free of charge in accordance with Sections 6103 and 27383 of the Government Code. DEED RESTRICTION RECITALS I.WHEREAS, City of San Rafael, a municipal corporation, (hereinafter referred to as “CITY”) is the recorded owner of the real property known as Canal Boatyard Park, San Rafael, County of Marin, California, further identified as APN: 014-162-01, more particularly described in Exhibit “A”, attached and incorporated herein by reference (hereinafter referred to as the “Property”); and II.WHEREAS, the COUNTY OF MARIN, a political subdivision of the State of California, (hereinafter referred to as “COUNTY”) created and adopted Ordinance 3760 known as the Marin Parks, Open Space, and Sustainable Agriculture Transactions and Use Tax Ordinance (also known and hereinafter referred to as “Measure A”); and 28 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 III.WHEREAS, Measure A is the primary source of the funding for the Land Preservation and Park Access Program, which is fully described in Marin County Ordinance 3760; and IV. WHEREAS, CITY, applied for grant funds available pursuant to Measure A for the purpose of acquiring the Property to provide public park access; and V.WHEREAS, on July 08, 2025, COUNTY approved the use of Measure A funds by a Grant Agreement for Disbursement of Tax Proceeds from Measure A to CITY in the amount of $1,350,000.00 (hereinafter referred to as “Grant”), attached hereto and made a part hereof as Exhibit “B”, for the purposes of providing public park access, subject to, among other conditions, recordation of this Deed Restriction on the Property; and VI.WHEREAS, but for the imposition of the Deed Restriction condition of the Grant, the Grant would not be consistent with the public purposes of the Marin County Natural Land Preservation and Park Access Program and the funds that are the subject of the Grant could therefore not have been granted; and VII.WHEREAS, CITY has elected to comply with the Deed Restriction of the Grant, so as to enable CITY, to receive the Grant funds and perform the work described in the Grant; and VIII.WHEREAS, the Grant requires prior written approval by the Director of Marin County Parks for any future transfer of real property rights. NOW, THEREFORE, in consideration of the issuance of the Grant funds by COUNTY, the undersigned CITY for itself and for its heirs, assigns, and successors-in-interest, hereby irrevocably covenants with COUNTY that the condition of the Grant, set forth at paragraphs I through VIII, above, shall at all times on and after the date on which this Deed Restriction is recorded constitute for all purposes covenants, conditions and restrictions on the use and enjoyment of the Property that are hereby attached to the deed to the Property as fully effective components thereof. 29 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 1. DURATION. This Deed Restriction shall remain in full force and effect and shall bind CITY and all its assigns or successors-in-interest in perpetuity. 2. USE. The Property shall be protected and preserved for the purpose of a publicly accessible park. 3. CONVEYANCE OF PROPERTY. Any future transfer of the Property by CITY is subject to the prior written approval of the Director of Marin County Parks, in accordance with Section 11 of the Grant referred to herein. 4. TAXES AND ASSESSMENTS. It is intended that this Deed Restriction is irrevocable and shall constitute an enforceable restriction within the meaning of a) Article XIII, section 8, of the California Constitution; and b) section 402.1 of the California Revenue and Taxation Code or successor statue. Furthermore, this Deed Restriction shall be deemed to constitute a servitude upon and burden to the Property within the meaning of section 3712(d) of the California Revenue and Taxation Code, or successor statue, which survives a sale of tax- deeded property. 5. RIGHT OF ENTRY. COUNTY or its agent or employees may enter onto the Property at reasonable times to ascertain whether the use restrictions set forth above are being observed. 6. REMEDIES. Any act, conveyance, contract, or authorization by CITY whether written or oral which uses or would cause to be used or would permit use of the Property contrary to the terms of this Deed Restriction will be deemed a violation and a breach hereof. COUNTY may pursue any and all available legal and/or equitable remedies to enforce the terms and conditions of this Deed Restriction up to and including a lien sale of the Property. In the event of a breach, any forbearance on the part of COUNTY to enforce the terms and provisions hereof shall not be deemed a waiver of enforcement rights regarding any subsequent breach. 7. INDEMNIFICATION. CITY agrees to indemnify, defend, and hold COUNTY, its officials, employees, officers, and/or agents, harmless from any and all liabilities including, but 30 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 not limited to, litigation costs and attorney’s fees arising from any and all claims and losses to anyone who may be injured or damaged on account of, arising out of, or in any way related to the Property regardless of cause, unless caused by the gross negligence or willful misconduct of COUNTY while on the Property. 8. SEVERABILITY. If any provision of these restrictions is held to be invalid, or for any reason becomes unenforceable, no other provision shall be affected or impaired. CITY OF SAN RAFAEL, a municipal corporation Signed: ___________________________ Dated: ________________, 2025 Cristine Alilovich, City Manager City of San Rafael APPROVED AS TO FORM: By: ___________________________________ Andrea Visveshwara, Chief Assistant City Attorney City of San Rafael NOTARY ACKNOWLEDGEMENT ON THE NEXT PAGE 31 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 State of California County of _______________ On __________________ before me, __________________________, a Notary Public, personally appeared _____________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 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 ______________________________ (Seal) 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. 32 Docusign Envelope ID: E2013A54-A763-4387-A2A7-425B89704229 4912-8717-9395 v2 11. PRELIMINARY CHANGE OF OWNERSHIP REPORT EF-502-A-R18-0523-21003074-1 BOE-502-A (P1) REV. 18 (05-23) PRELIMINARY CHANGE OF OWNERSHIP REPORT To be completed by the transferee (buyer) prior to a transfer of subject property, in accordance with section 480.3 of the Revenue and Taxation Code. A Preliminary Change of Ownership Report must be filed with each conveyance in the County Recorder's office for the county where the property is located. NAME AND MAILING ADDRESS OF BUYER/TRANSFEREE SHELLY SCOTT ASSESSOR-RECORDER-COUNTY CLERK CHANGE IN OWNERSHIP PO Box C, Civic Center Branch San Rafael, CA 94913 PH (415) 473-7231 FAX (415) 473-6542 www,.marincounty.gov ASSESSOR'S PARCEL NUMBER 014-162-01 (Make necessary corrections to the printed name and mailing address) MUN 三 SELLER/TRANSFEROR The Trust for Public Land BUYER'S DAYTIME TELEPHONE NUMBER ( 415 ) 680-4707 BUYER'S EMAIL ADDRESS L J greg.minor@cityofsanrafael.org STREET ADDRESS OR PHYSICAL LOCATION OF REAL PROPERTY 620 Canal Street, San Rafael 94901 [ | YES [ 4 NO This property is intended as my principal residence. If YES, please indicate the date of occupancy or intended occupancy. MO DAY |YEAR [ ] YES [x] NO Are you a 100% rated disabled veteran who was compensated at 100% by the Department of Veterans Affairs or an unmarried : surviving spouse of a 100% rated disabled veteran? MAIL PROPERTY TAX INFORMATION TO (NAME) Community Economic Development Director MAIL PROPERTY TAX INFORMATION TO (ADDRESS) | city |STATE| ZIP CODE 1400 Fifth Avenue, 3rd Floor San Rafael CA 94901 PART 1. TRANSFER INFORMATION Please complete all statements YES NO This section contains possible exclusions from reassessment for certain types of transfers [] El A. This transfer is solely between spouses (addition or removal of a spouse, death of a spouse, divorce settlement, etc.). a partner, death of a partner, termination settlement, etc.). [4 *C. This is a transfer: [| between parent(s) and child(ren) [ ] between grandparent(s) and grandchild(ren). Was this the transferor/grantor's principal residence? [ YES [] NO Is this a family farm? [| | Yes [ | No [xl *D. This transfer is the result of a cotenant's death. Date of death [ | B. This transfer is solely between domestic partners currently registered with the California Secretary of State (addition or removal of X |*E. This transaction is to replace a principal residence owned by a person 55 years of age or older. . This transaction is to replace a principal residence by a person who is severely disabled, *G. This transaction is to replace a principal residence substantially damaged or destroyed by a wildfire or natural disaster for which the Governor proclaimed a state of emergency. OO O O O [x ] . This transaction is only a correction of the name(s) of the person(s) holding title to the property (e.g., a name change upon marriage). If YES, please explain: The recorded document creates, terminates, or reconveys a lender's interest in the property. J. This transaction is recorded only as a requirement for financing purposes or to create, terminate, or reconvey a security interest (e.g., cosigner). If YES, please explain: K. The recorded document substitutes a trustee of a trust, mortgage, or other similar document. 10 be | O L. This is a transfer of property: [x] 1. to/from a revocable trust that may be revoked by the transferor and is for the benefit of [] the transferor, and/or [] the transferor's spouse [] registered domestic partner. O El 2. to/from an irrevocable trust for the benefit of the [| creator/grantor/trustor and/or [| grantor's/trustor’s spouse [] grantor's/trustor's registered domestic partner. M, This property is subject to a lease with a remaining lease term of 35 years or more including written options. [ x N. This is a transfer between parties in which proportional interests of the transferor(s) and transferee(s) in each and every parcel being transferred remain exactly the same after the transfer. [x] O. This is a transfer subject to subsidized low-income housing requirements with governmentally imposed restrictions, or restrictions imposed by specified nonprofit corporations. E *P. This transfer is to the first purchaser of a new building containing a |] leased [ ] owned active solar energy system. [ XQ. Other This transfer is to * Please refer to the instructions for Part 1.Please provide any other information that will help the Assessor understand the nature of the transfer. THIS DOCUMENT IS NOT SUBJECT TO PUBLIC INSPECTION EF 5024-918 0523-21003074 OO O OO ] 0 EF-502-A-R18-0523-21003074-2 BOE-502-A (P2) REV. 18 (05-23) PART 2. OTHER TRANSFER INFORMATION A. Date of transfer, if other than recording date: recording date B. Type of transfer: [ A Purchase | | Foreclosure [ | Gift [ | Trade or exchange [ ] Merger, stock, or partnership acquisition (Form BOE-100-B) Check and complete as applicable. [_] Contract of sale. Date of contract: [_ | Inheritance. Date of death: [ Sale/leaseback [] Creation of a lease [] Assignment of a lease [] Termination of a lease, Date lease began: Original term in years (including written options): _____.. Remaining term in years (including written options): | Other. Please explain: _ C. Only a partial interest in the property was transferred. | |YEs [x] NO IFYES, indicate the percentage transferred: % PART 3. PURCHASE PRICE AND TERMS OF SALE Check and complete as applicable. A. Total purchase price $1,850,000 B. Cash down payment or value of trade or exchange excluding closing costs Amount $____0 C. First deed of trust Q_n/a____ % interest for __n/a____ years. Monthly payment Amount$_____ n/a $_|+—siscount Points) [ Cal-Vet | | VA (___Discount Points) [] Fixed rate [] Variable rate [] Bank/Savings 8 Loan/Credit Union [| Loan carried by seller [_] Balloon payment $ Due date: D. Second deed of trust @ % interest for years. Monthly payment $ Amount $ n/a [] Fixed rate [] Variable rate [] Bank/Savings & Loan/Credit Union [| Loan carried by seller [_] Balloon payment $ Due date: E. Was an Improvement Bond or other public financing assumed by the buyer? [_]Yes [A NO Outstanding balance $ F. Amount, if any, of real estate commission fees paid by the buyer which are not included in the purchase price $ o. G. The property was purchased: [_|Through real estate broker. Broker name: Phone number: Direct from seller [| From a family member-Relationship [| Other. Please explain: H. Please explain any special terms, seller concessions, broker/agent fees waived, financing, and any other information (e.g., buyer assumed the existing loan balance) that would assist the Assessor in the valuation of your property. PART 4. PROPERTY INFORMATION Check and complete as applicable. A. Type of property transferred |_| Single-family residence [_] Co-op/Own-your-own | | Manufactured home [_ | Multiple-family residence. Number of units: [| Condominium [_] Unimproved lot [_] Other. Description: (i.e., timber, mineral, water rights, etc.) [_] Timeshare [ 4 Commercial/Industrial B. [| _JYES | NO Personal/business property, or incentives, provided by seller to buyer are included in the purchase price. Examples of personal property are furniture, farm equipment, machinery, etc. Examples of incentives are club memberships, etc. Attach list if available. If YES, enter the value of the personal/business property: $ Incentives $ C. | JYes [x] NO A manufactured home is included in the purchase price. If YES, enter the value attributed to the manufactured home: $ | |YEs [No The manufactured home is subject to local property tax. If NO, enter decal number: D.| |YES [x]NO The property produces rental or other income. If YES, the income is from: | | Lease/rent | | Contract | | Mineral rights | | Other: E. The condition of the property at the time of sale was: | |Good | JAverage =| x|Fair [_ |Poor Please describe: Unimproved land —GERTFIGATHION. ! certify (or declare) that the foregoing and all information hereon, including any accompanying statements or documents, is true and correct to the best of my knowledge and belief. A ; e LIL AS 0 SIGNATURE ANSFEREE OR CORPORATE OFFICER | DATE TELEPHONE Ps ( 415 ) 485-3070 NAME OF BU ÚTRANSFEREE/PERSONAL REPRESENTATIVE/CORPORATE OFFICER (PLEASE PRINT) | TITLE | EMAIL ADDRESS Cristine Alilovich City Manager The Assessor's office may contact you for additional information regarding this transaction. 502 A R18 0523 21003074 EF cristine alilovich@cityofsanrafael.org EF-502-A-R18-0523-21003074-3 BOE-502-A (P3) REV. 18 (05-23) ADDITIONAL INFORMATION Please answer all questions in each section, and sign and complete the certification before filing. This form may be used in all 58 California counties. If a document evidencing a change in ownership is presented to the Recorder for recordation without the concurrent filing of a Preliminary Change of Ownership Report, the Recorder may charge an additional recording fee of twenty dollars ($20). NOTICE: The property which you acquired may be subject to a supplemental assessment in an amount to be determined by the County Assessor. Supplemental assessments are not paid by the title or escrow company at close of escrow, and are not included in lender impound accounts. You may be responsible for the current or upcoming property taxes even if you do not receive the tax bill. NAME AND MAILING ADDRESS OF BUYER: Please make necessary corrections to the printed name and mailing address. Enter Assessor's Parcel Number, name of seller, buyer's daytime telephone number, buyer's email address, and street address or physical location of the real property. NOTE: Your telephone number and/or email address is very important. If there is a question or a problem, the Assessor needs to be able to contact you. MAIL PROPERTY TAX INFORMATION TO: Enter the name, address, city, state, and zip code where property tax information should be mailed. This must be a valid mailing address. PRINCIPAL RESIDENCE: To help you determine your principal residence, consider (1) where you are registered to vote, (2) the home address on your automobile registration, and (3) where you normally return after work. If after considering these criteria you are still uncertain, choose the place at which you have spent the major portion of your time this year. Check YES if the property is intended as your principal residence, and indicate the date of occupancy or intended occupancy. DISABLED VETERAN: If you checked YES, you may qualify for a property tax exemption. A claim form must be filed a nd all requirements met in order to obtain the exemption. Please contact the Assessor for a claim form. PART 1: TRANSFER INFORMATION If you check YES to any of these statements, the Assessor may ask for supporting documentation. C, D, E, F, G: If you checked YES to any of these statements, you may qualify for a property tax reassessment exclusion, which may allow you to maintain your property's previous tax base. A claim form must be filed and all requirements met in order to obtain any of these exclusions. Contact the Assessor for claim forms. NOTE: If you give someone money or property during your life, you may be subject to federal gift tax. You make a gift if you give property (including money), the use of property, or the right to receive income from property without expecting to receive something of at least equal value in return. The transferor (donor) may be required to file Form 709, Federal Gift Tax Return, with the Internal Revenue Service if they make gifts in excess of the annual exclusion amount. H: Check YES if the reason for recording is to correct a name already on title [e.g., Mary Jones, who acquired title as Mary J. Smith, is granting to Mary Jones]. This is not for use when a name is being removed from title. I: Check YES if the change involves a lender, who holds title for security purposes on a loan, and who has no other beneficial interest in the property. "Beneficial interest" is the right to enjoy all the benefits of property ownership. Those benefits include the right to use, sell, mortgage, or lease the property to another. A beneficial interest can be held by the beneficiary of a trust, while legal control of the trust is held by the trustee. J: A"cosigner" is a third party to a mortgage/loan who provides a guarantee that a loan will be repaid. The cosigner signs an agreement with the lender stating that if the borrower fails to repay the loan, the cosigner will assume legal liability for it. N: This is primarily for use when the transfer is into, out of, or between legal entities such as partnerships, corporations, or limited liability companies. Check YES only if the individuals and the interest held by each remains exactly the same in each and every parcel being transferred. O: Check YES only if this property is subject to a government or nonprofit affordable housing program that imposes restrictions. Property may qualify for a restricted valuation method (i.e., may result in lower taxes). P: If you checked YES, you may qualify for a new construction property tax exclusion. A claim form must be filed and all requirements met in order to obtain the exclusion. Contact the Assessor for a claim form. PART 2: OTHER TRANSFER INFORMATION A: The date of recording is rebuttably presumed to be the date of transfer. If you believe the date of transfer was a different date (e.g., the transfer was by an unrecorded contract, or a lease identifies a specific start date), put the date you believe is the correct transfer date. If it is not the date of recording, the Assessor may ask you for supporting documentation. B: Check the box that corresponds to the type of transfer. If OTHER is checked, please provide a detailed description. Attach a separate sheet if necessary. EF-502-A-R18-0523-21003074-4 BOE-502-A (P4) REV. 18 (05-23) C. If this transfer was the result of an inheritance following the death of the property owner, please complete a Change in Ownership Statement, Death of Real Property Owner, form BOE-502-D, if not already filed with the Assessor's office. PART 3: PURCHASE PRICE AND TERMS OF SALE It is important to complete this section completely and accurately. The reported purchase price and terms of sale are important factors in determining the assessed value of the property, which is used to calculate your property tax bill. Your failure to provide any required or requested information may resuit in an inaccurate assessment of the property and in an overpayment or underpayment of taxes. A. Enter the total purchase price, not including closing costs or mortgage insurance. “Mortgage insurance” is insurance protecting a lender against loss from a mortgagor's default, issued by the FHA or a private mortgage insurer. B. Enter the amount of the down payment, whether paid in cash or by an exchange, If through an exchange, exclude the closing costs. “Closing costs” are fees and expenses, over and above the price of the property, incurred by the buyer and/or seller, which include title searches, lawyer's fees, survey charges, and document recording fees. C. Enter the amount of the First Deed of Trust, if any. Check all the applicable boxes, and complete the information requested. A “balloon payment” is the final installment of a loan to be paid in an amount that is disproportionately larger than the regular installment. D. Enter the amount of the Second Deed of Trust, if any. Check all the applicable boxes, and complete the information requested. E. If there was an assumption of an improvement bond or other public financing with a remaining balance, enter the outstanding balance, and mark the applicable box. An “improvement bond or other public financing” is a lien against real property due to property-specific improvement financing, such as green or solar construction financing, assessment district bonds, Mello-Roos (a form of financing that can be used by cities, counties and special districts to finance major improvements and services within the particular district) or general improvement bonds, etc. Amounts for repayment of contractual assessments are included with the annual property tax bill. F. Enter the amount of any real estate commission fees paid by the buyer which are not included in the purchase price. G. If the property was purchased through a real estate broker, check that box and enter the broker's name and phone number. If the property was purchased directly from the seller (who is not a family member of one of the parties purchasing the property), check the “Direct from seller” box. If the property was purchased directly from a member of your family, or a family member of one of the parties who is purchasing the property, check the “From a family member” box and indicate the relationship of the family member (e.g., father, aunt, cousin, etc.). If the property was purchased by some other means (e.g., over the Internet, at auction, etc.), check the “OTHER” box and provide a detailed description (attach a separate sheet if necessary). H. Describe any special terms (e.g., seller retains an unrecorded life estate in a portion of the property, etc.), seller concessions (e.g., seller agrees to replace roof, seller agrees to certain interior finish work, etc.), broker/agent fees waived (e.g., fees waived by the broker/agent for either the buyer or seller), financing, buyer paid commissions, and any other information that will assist the Assessor in determining the value of the property. PART 4: PROPERTY INFORMATION A. Indicate the property type or property right transferred. Property rights may include water, timber, mineral rights, etc B. Check YES if personal, business property or incentives are included in the purchase price in Part 3. Examples of personal or business property are furniture, farm equipment, machinery, etc. Examples of incentives are club memberships (golf, health, etc.), ski lift tickets, homeowners’ dues, etc. Attach a list of items and their purchase price allocation. An adjustment will not be made if a detailed list is not provided. C. Check YES if a manufactured home or homes are included in the purchase price. Indicate the purchase price directly attributable to each of the manufactured homes. If the manufactured home is registered through the Department of Motor Vehicles in lieu of being subject to property taxes, check NO and enter the decal number. D. Check YES if the property was purchased or acquired with the intent to rent or lease it out to generate income, and indicate the source of that anticipated income. Check NO if the property will not generate income, or was purchased with the intent of being owner-occupied. E. Provide your opinion of the condition of the property at the time of purchase. If the property is in “fair” or “poor” condition, include a brief description of repair needed. MACAO A 4912-8717-9395 v2 CITY COUNCIL DOCUMENTS 4912-8717-9395 v2 12. SAN RAFAEL CITY COUNCIL AGENDA REPORT RE 620 CANAL STREET ACQUISITION ____________________________________________________________________________________ FOR CITY CLERK ONLY Council Meeting: _______________________ Disposition: ___________________________ Agenda Item No: 6.b Meeting Date: June 23, 2025 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Community and Economic Development Department Prepared by: Greg Minor, Assistant Director City Manager Approval: ______________ TOPIC: 620 CANAL STREET ACQUISITION SUBJECT: 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 ANCILLARY 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 RECOMMENDATION: Staff recommends that the City Council adopt the above-referenced Resolution authorizing the purchase of 620 Canal Street, Assessor’s Parcel Number (APN) 014-162-01, to serve as a park and potential base of a bicycle and pedestrian bridge across the San Rafael Creek (Canal). BACKGROUND: The property at 620 Canal Street is 1.65 acres of land located along the southern edge of the Canal at the end of Canal Street northwest of Harbor Street. The property is designated as Marine-related Mixed Use within the General Plan and currently consists of three buildings, storage racks, and containers that support maritime uses. This property has been identified as a potential park and possible location for the southern landing of a bicycle and pedestrian bridge between the Canal Neighborhood and destinations north of San Rafael Creek. The Canal neighborhood has limited access points to the rest of the City of San Rafael (City) due to the neighborhood being bordered by the San Rafael Creek (Canal) and the Highway 101 and Interstate 580 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 freeways. The Canal neighborhood and the City have identified the desire to have a bicycle and pedestrian bridge in multiple planning documents including, the Bicycle and Pedestrian Master Plan (2018) and Downtown Precise Plan (2021). Most recently, the City Council identified as part of the Fiscal Year 2025-2028 Strategic Plan Goal B.1.3: “Conduct East San Rafael Canal Crossing feasibility study and pursue partnerships and funding sources for possible construction of a swing bridge.” On April 7, 2025, the City Council authorized the acceptance of a $1,575,000 Active Transportation Program (ATP) grant to fund a feasibility study of the San Rafael Crossing Project. Although the City has been awarded an additional $2.35 million in ATP grant funds for bridge design and subsequent phases, the City will only utilize these funds if the study determines a bridge is feasible. Additionally, the property at 620 Canal Street is ideally suited for transformation into an outdoor community gathering space and recreational gateway to the Canal and San Francisco Bay. Residents have long recognized the need for more public parks, plazas, walkways, and recreational amenities in the Canal neighborhood. Both the City’s 2009 Canalfront Conceptual Design Plan and its 2023 Parks and Recreation Master Plan incorporate community recommendations for such amenities. A site of this type and location will be highly competitive for future park development grant opportunities. ANALYSIS: In the fall of 2024, the Trust for Public Land (TPL) began negotiating with the property owner on behalf of the City, culminating in an executed purchase and sale agreement in December 2024. After months of negotiations, the TPL and the property owner have reached an agreement on a sale price of $3,335,000. With respect to funding the purchase, Table 1 outlines the anticipated contributions from the City, the County of Marin, and the TPL: Table 1: 620 Canal Street Acquisition Funding Funding Source Amount City of San Rafael $500,000 Marin County (Measure A Grant) $1,150,000 Private Philanthropy (Fundraised by TPL) $1,705,000 TOTAL $3,355,000 The TPL requests that the County of Marin and the City formalize their funding commitments before the end of TPL’s due diligence period on July 18, 2025. Following the City Council’s consideration of the attached Resolution on June 23, 2025, the Marin County Board of Supervisors will consider approval of a Measure A Grant on July 8, 2025, which would provide funding for purchasing 620 Canal Street provided the property serves as a public park. If the City Council and Marin County Board of Supervisors provide approvals consistent with the above timeline, the TPL has indicated that it will have the assurance it needs to finalize the purchase of the property. Ultimately, after July 18, the TPL has thirty days to close on the property. Although the property may take years to secure funding to make the property safe for public access and enjoyment, purchasing 620 Canal brings the City closer to providing this much needed public space and the potential landing place for a pedestrian and bicycle bridge. The longer-term planning for a future park and bridge could take a decade, depending on funding and environmental clearance. However, ownership of this property should make the City more competitive for future grants that the City will need to build these future improvements. Additionally, securing the property now will eliminate the uncertainty, SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3 time, and resources the City would otherwise have to expend to obtain the land through either an alternative voluntary transaction or eminent domain. To mitigate the cost of operating a park at 620 Canal Street, staff intends to pursue an agreement with Marin County to assist with the property’s maintenance. ENVIRONMENTAL REVIEW: This Project is exempt from environmental review under Public Resources Code Section 21080.28(a)(1)(F) and California Environmental Quality Act Guideline 15325(f) because it involves the acquisition of land for park purposes, partially funded by Measure A funds from the County. The County has found that projects satisfying Measure A requirements and receiving funding are exempt from CEQA under the foregoing provisions. COMMUNITY OUTREACH: For decades, community members have advocated through multiple processes for more public gathering spaces in the Canal and a pedestrian and bicycle crossing of the San Rafael Creek. The City maintains a project website for the feasibility study of the Canal Crossing Project. Staff will present the proposed acquisition to the City’s Park and Recreation Advisory Commission, who will meet at 618 B St on June 25th at 6:00pm. Additionally, the Marin County Board of Supervisors will consider awarding Measure A Grant funds for the Project during its July 8th meeting. FISCAL IMPACT: The acquisition of 620 Canal Street will result in short-term and long-term fiscal impacts to the City. In the short term, the acquisition will require a funding commitment of $500,000 toward the purchase of the property. Funding has been provided in the FY 2025-26 Adopted Budget via appropriations of $375,000 within in the Parkland Dedication Fund (240) and $125,000 within the Capital Improvement Fund (401). In the long term, the City will need to identify additional funding, either through grants or future investment of City funds, to cover the costs associated with securing the property, making it safe for public access, and developing the property into a park. Staff have not had the opportunity to quantify the precise costs of these long-term improvements. However, initial estimates suggest that the medium-term costs could require hundreds of thousands of dollars, and the long-term costs of developing and constructing the park will require tens of millions of dollars. Notably, the City can avoid incurring these significant medium- and long-term costs until the City secures a grant or other funding to advance the Project. OPTIONS: The City Council has the following options to consider on this matter: 1. Adopt the proposed Resolution. 2. Direct staff to return with more information. 3. Do not approve the Resolution. RECOMMENDED ACTION: Staff recommends that the City Council adopt the above-referenced Resolution authorizing the purchase of 620 Canal Street, Assessor’s Parcel Number (APN) 014-162-01, to serve as a park and potential base of a bicycle and pedestrian bridge across the San Rafael Creek (Canal). ATTACHMENTS: 1. Resolution RESOLUTION NO. _______ 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 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: NOES: Councilmembers: ABSENT: Councilmembers: ____________________ Lindsay Lara, City Clerk 4912-8717-9395 v2 13. RESOLUTION NO. 15434 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 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 4912-8717-9395 v2 DUE DILIGENCE 4912-8717-9395 v2 14. BUYER’S APPROVAL NOTICE Direct No.: 949.265.3404 mnihan@bwslaw.com Los Angeles – Inland Empire – Marin County – Oakland – Orange County – Palm Desert – San Diego – San Francisco – Silicon Valley – Ventura County 18300 Von Karman Avenue - Suite 650 Irvine, California 92612-1032 voice 949.863.3363 - fax 949.863.3350 www.bwslaw.com October 15, 2025 VIA E-MAIL AND FEDEX OVERNIGHT The Trust for Public Land 23 Geary Street, Suite 1000 San Francisco, CA 94108 Attention: Erica Williams erica.williams@tpl.org The Trust for Public Land 23 Geary Street, Suite 1000 San Francisco, CA 94108 Attention: Tily Shue, Esq. tily.shue@tpl.org Re: Agreement of Purchase and Sale and Joint Escrow Instructions dated August 22, 2025 by and between Buyer and The Trust for Public Land, a California nonprofit public benefit corporation (the “Agreement”) - Buyer’s Approval Notice Dear Ms. Williams and Ms. Shue: As you know, our firm represents City of San Rafael ("Buyer") in connection with the Buyer’s purchase of the real property identified as Assessor Parcel Number 014- 162-01 (the “Property”), as described in the Agreement. Buyer has completed its inspections and studies of the Property and its analysis of the Seller’s Reports (as defined in the PSA). This letter shall serve as Buyer’s Approval Notice under Section 2(a) of the Agreement. If you have any questions about this letter or would like to discuss this matter, please contact me. Sincerely, BURKE, WILLIAMS & SORENSEN, LLP Meghan E. Nihan Erica Williams October 15, 2025 Page 2 cc: Terina Kung (via email, terina.kung@ctt.com) Andrea Visveshwara (via email, andrea.visveshwara@cityofsanrafael.org) Micah Hinkle (via email, micah.hinkle@cityofsanrafael.org) 4912-8717-9395 v2 15. TITLE ANALYSIS EMAIL From:Nihan, Meghan E. To:"andrea.visveshwara@cityofsanrafael.org" Cc:Maxwell, Lisa N. Subject:620 Canal Street title objection- need to send by 10/6 Date:Tuesday, September 30, 2025 4:07:18 PM Attachments:DRAFT Buyer"s Title Objection Letter.docx Canal Street- Updated Prelim Report 02-25-2025.pdf Hi Andrea- I am working with Lisa Maxwell on this transaction. We prepared the attached letter to identify title issues that we want the Trust to correct based on our review of the title report, per section 2(b) of the purchase agreement. The deadline to resolve all title issues is 10/16/25 so we should send this letter by Monday 10/6 to give the parties time to reach agreement. Underneath each exception, we explain how it might impact the City and how our letter addresses it. “Exceptions” are types of claims a title insurance policy would not cover. Exceptions 5 through 9 are unusual. The others are common. Exceptions 1, 2, 3: property taxes and assessments for 7/1/2025-6/31/2026. o Our letter requires the title company to revise these exceptions to say no taxes or assessments will be due and payable on the date of the title insurance policy. This is because the purchase agreement section 6(a) requires escrow to prorate taxes and assessments and seller to pay them at closing. The parcel will be tax-exempt after close of escrow. Exception 4- the property is part of a CFD. The City must continue to pay the CFD special tax under Government Code 53317.3. o Our letter does not require the owner to do anything about this exception. The current owner cannot remove the property from a CFD after the CFD has been formed. Exception 5 “rights and easements for commerce, navigation, and fishery” The parcel includes part of the San Rafael Canal. The areas of the parcel within the water are likely restricted to certain uses. Some of the dirt areas may also be restricted to certain uses. By a 1923 law, the State granted the City of San Rafael all salt marsh, tide, or submerged land- whether filled or not- within City limits and below the mean high tide line. The 1923 law only allows the following uses: fishing by the people of the State of California and a harbor, wharves, docks, piers, slips, quays, utilities, or warehouses necessary or convenient for commerce and navigation. People with land along the canal filled some of the salt marsh, tide, or submerged between 1923 and 1971 after the City adopted a plan to develop a harbor in the canal. The plan moved or realigned parts of the canal. A 1971 California law allowed the City to sign a quitclaim deed to release some filled lands from the restrictions. It also required the City to resurvey the canal and surrounding properties to reestablish the mean high tide line. Finally, the City received authority to settle boundary disputes without the State Lands Commission’s (SLC) approval. The title company will not change this to only mention areas in the water. It also does not sell extra coverage in the form of a policy endorsement to protect against claims related to tide lands. Therefore, our letter does not object to this exception. We are asking the title company where the mean high tide line is, if a survey was done, and if the city signed a quitclaim deed to release parts of this parcel from the restriction in the early 1970s. Bottom line: currently the City is the only party other than Anthony Cavallo that may have an interest in the tide and submerged lands within the parcel. The SLC has oversight over tide lands and can sue to require the City to use tide lands for only the allowed uses in the 1923 and 1971 California laws. (Public Resources Code 6009(c) and (d)). Developing a park on the land area risks an SLC lawsuit unless City is confident the area is not tide/ submerged land. Exception 6 “Any rights in favor of the public which may exist on said Land if said Land or portions thereof are or were at any time used by the public.” We believe this relates to exception 5, the rights of the public to fish on the property. see comments in #5. Our letter does not object to this exception. Exception 7a “Some portion of said Land is tide or submerged land, or has been created by artificial means or has accreted to such portion so created.” Means part of the parcel may be tide or submerged land, as explained above. Water areas of the parcel may have been filled- either because dirt may have naturally deposited and added to the shore, or someone filled it- which means the tide land or submerged land may have changed over time. see comments in #5. Our letter does not object to this exception. Exception 7b “Some portion of said Land has been brought within the boundaries thereof by an avulsive movement of San Rafael Canal or has been formed by accretion to any such portion.” Means the tide land portions of the parcel may have changed as the canal moves over time see comments in #5. Our letter does not object to this exception. Exception 7c “Any portion of said Land was not tideland which was available for disposition by the State, or that any portion thereof has become submerged land by reason of erosion or has become upland by reason of accretion.” Means the tide land portions of the parcel may have changed because of erosion so that more of the parcel is under the water See comments in #5. Our letter does not object to this exception. Exception 9: matters shown on a 1999 survey. The survey says it does not establish the boundaries of the San Rafael Canal. This is also related to #5 above. Our letter does not object to this exception. Exception 8- City of San Rafael’s levee easement on the property o Our letter does not require the owner to do anything about this exception. We assume the City has no concerns with its own levee easement being included on title. Exception 10- deed of trust for a $350,000 loan. o Our letter objects to this, which means the loan must be repaid before city closes escrow and removed from title. Purchase agreement section 2(b) requires deeds of trust to be removed from title. · Exceptions 11 and 17c- water rights and claims or title to water. Our letter asks for information about the requirements for a title policy endorsement. Exceptions 12, 14, 15: rights of “parties in possession” and rights of people with easements Our letter objects to this and requires the owner to provide an affidavit listing all the owner’s tenants on the property. When the title company receives the affidavit, it will determine if anyone could make these kinds of claims. If no claims are likely, the title company will delete exceptions 12 and 14. This is the likely outcome because all leases must be terminated at closing. · Exception 13: proceedings that would create or may result in new taxes or assessments Our letter does not require the owner to do anything about this exception. We assume the City is not aware of any current or upcoming proceedings because the City would initiate proceedings for CFDs. · Exceptions 15 and 18: liens for the cost of any recent, unpaid construction or repair work. Our letter objects and requires the owner to provide an affidavit describing any construction or repair work on the property in the last 6 months. When the title company receives the affidavit, it will determine if anyone could make these kinds of claims. If the owner confirms no work was done or that all contractors were paid, the title company will delete exceptions 15 and 18. If there are contractors who could make claims, the title company will revise exception 15 and 18 to identify the contractors or workers that recently did work on the property and may have claims. · Exception 16- encroachments or other matters that a survey might reveal. We understand the City elected not to get a survey so this exception will remain on the title insurance policy. There will not be title insurance coverage for claims relating to issues a survey would have revealed. · Exception 17a, 17b- mining claims or authorizations to issue mining claims- the state may have these rights. Our letter does not object to this because it seems like a remote risk that someone else has rights to mine on the property. It is also unlikely that the title company would issue an endorsement relating to the state’s mining rights. Thanks, Meghan E. Nihan | Senior Associate she, her, hers Burke, Williams & Sorensen, LLP 18300 Von Karman Avenue - Suite 650, Irvine, CA 92612 D 949.265.3404 | O 949.863.3363 | F 949.863.3350 | M 949.525.1015 mnihan@bwslaw.com | vCard | Bio | bwslaw.com The information contained in this e-mail message is intended only for the CONFIDENTIAL use of the designated addressee named above. The information transmitted is subject to the attorney-client privilege and/or represents confidential attorney work product. Recipients should not file copies of this email with publicly accessible records. If you are not the designated addressee named above or the authorized agent responsible for delivering it to the designated addressee, you received this document through inadvertent error and any further review, dissemination, distribution or copying of this communication by you or anyone else is strictly prohibited. IF YOU RECEIVED THIS COMMUNICATION IN ERROR, PLEASE NOTIFY US IMMEDIATELY BY TELEPHONING THE SENDER NAMED ABOVE AT 800.333.4297. Thank you. 4912-8717-9395 v2 16. LETTER FROM KOSMONT REAL ESTATE SERVICES, INC. TO THE HOUSING MANAGER Mailing Address: 1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com Office: 1230 Rosecrans Avenue, Suite 630, Manhattan Beach, CA 90266 September 5, 2025 Alexis Captanian Housing Manager City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Re: City of San Rafael - 519 4th Street Broker Opinion of Value (BOV) Dear Ms. Captanian: Kosmont Real Estate Services, Inc. (“KRES”) dba Kosmont Realty (“KR”), a licensed California brokerage firm (Department of Real Estate License #02058445), is pleased to present this broker opinion of value (“BOV”) in connection with 519 4th Street (“Property”) located in the City of San Rafael, CA (“City”). The BOV considers the Property’s allowable uses, current market and economic conditions, and other relevant information to e stimate the fair market value of the Proper ty under current zoning and as if in clean condition. It is understood that the City desires the BOV to inform its Exclusive Negotiating Agreement (ENA) with a nonprofit housing developer and to inform potential alternative land use scenarios. Additionally, the City is seeking to understand the fair market lease value of the Property in its current condition, as the City is considering the lease of the Property on a temporary basis a s an interim use prior to development of housing. I. Valuation Summary KR gathered data on comparable undeveloped land sales in the San Rafael area. KR reviewed comparable land sale data of industrial and commercial properties with future residential development planned and made adjustments, given the allowable uses/restrictions and location to estimate the value of the Property. The Property’s estimate of value was derived from the Sales Comparison Methodology with supportable adjustments. The BOV estimate is $90 to $100 per SF or $1.2 to $1.3 million as shown in Table 1 below. Additionally, KR estimates the lease value for the Property in its current condition as $14.00 to $15.00 PSF / year or approximately $1.17 to $1.25 PSF / month (~$8,900 to $9,600 / month). City of San Rafael BOV for 519 4th St. Property September 5, 2025 Kosmont Realty 2 | Page (424) 297-1076 www.kosmontrealty.com Table 1: Sales & Lease Value Summary Address Net Acres Bldg. SF Land SF Est. Value Per SF Estimated Value 519 4th Street 0.304 AC 7,617 13,278 $90- 100 PSF $1.2 – 1.3 million Address Bldg. SF Land SF Est. Lease Value PSF Est. Monthly Lease Value 519 4th Street 7,617 13,278 $14.00 - $15.00 PSF $8,900 to $9,600 per month II. Property Information Location The Property consists of one parcel as listed in Table 2 below. The Property is owned by the City of San Rafael. The Property is situated on 4th Street between Irwin Street to the west and Grand Avenue to the east, in the Forrest Park subdivision of San Rafael in Marin County, California . The parcel is rectangular and consists of land totaling 0.304 acres (13,278 square feet) with a 7,617 square foot building. The Property’s APN is 014-123-06. A map of the Property is provided in Exhibit A, as well as an image in Exhibit B. Existing Conditions The parcel is comprised of an L -shaped building, as well as a paved lot for parking. The building is not in a habitable condition . The facility is used for the storage of police department evidence and fire department equipment. In KR’s research of the Property’s existing conditions, findings from a Phase 1 Environmental Site Assessment (ESA) completed in 2023 indicate d the Property may have certain environmental conditions that could pose an impact to land value. It is beyond KR’s technical City of San Rafael BOV for 519 4th St. Property September 5, 2025 Kosmont Realty 3 | Page (424) 297-1076 www.kosmontrealty.com capability to adjust the Property’s land value to account for these environmental conditions as part of this BOV. Thus, the BOV’s valuation summary does not account for these environmental conditions. The BOV considers the Property’s allowable uses, current market and economic conditions, and other relevant information to e stimate the fair market value of the Proper ty under current zoning and as if in clean condition. III. Lease Comparable Analysis Property Leases KR surveyed lease rates of habitable industrial properties within a half-mile radius that were signed within the past year and with a building size of 3,000-10,000 square feet. As shown in the table below, ten (10) comparable properties were evaluated to determine an annual rent / sq. foot. Of the ten properties, the low was $18.00 PSF / Yr., the high was $22.20 PSF / Yr. and the average was $20.10 PSF / Yr. Address Location Signed Date Leased SF Rent PSF/Yr Use LEASE COMPARABLE 101-143 Market St. San Rafael July 2025 3,000 $18.00 Industrial 1281 Andersen Dr. San Rafael May 2025 4,852 $19.80 Industrial 1945 Francisco Blvd. E San Rafael May 2025 3,000 $21.00 Industrial 101-143 Market St. San Rafael April 2025 4,000 $18.00 Industrial 120 Gary Pl. San Rafael March 2025 4,475 $19.20 Industrial 655 Du Bois St. San Rafael March 2025 6,727 $21.00 Industrial 625 Du Bois St. San Rafael December 2024 3,620 $21.00 Industrial 1101-1105 Francisco Blvd. E San Rafael October 2024 3,210 $22.20 Industrial 58 Lovell Ave. San Rafael October 2024 7,144 $21.00 Industrial 1281 Andersen Dr. San Rafael October 2024 7,226 $19.80 Industrial Average $20.10 Source: CoStar Lease Rate Adjustment Due to the lack of certain HVAC and other systems, a discount was made to the lease rate comparable average. With an adjustment of 25 -30%, KR estimates the lease value for the Property is $14.00 to $15.00 PSF / year or approx. $1.17 to $1.25 PSF / month (~$8,900 to $9,600 / month). IV. Valuation Methodology City of San Rafael BOV for 519 4th St. Property September 5, 2025 Kosmont Realty 4 | Page (424) 297-1076 www.kosmontrealty.com Sales Comparison Methodology KR utilized the sales comparison methodology based on recent property sales in the San Rafael area. KR made adjustments to the comparable sales to reflect Property’s location. V. Valuation Analysis Property Sales KR surveyed industrial and commercial property sales over the last three years within a 2-mile area. As shown in the table below, seven (7) comparable properties were evaluated on a price per square foot (“SF”) basis. Table 3: Comparable Sales Address Location Sale Date Bldg. SF Land SF Sales Price $/Bldg. PSF $/Land PSF 1 Use PROPERTY 519 4th St. San Rafael N/A 7,617 13,278 N/A N/A N/A Industrial SALE COMPARABLE 79 Belvedere St. San Rafael 5/31/2024 19,600 38,507 $4,680,500 $238.80 $70.65 Industrial 555 Northgate Dr. San Rafael 3/7/2024 NA 95,832 $8,100,000 NA $84.52 Office 39 Mill St. San Rafael 2/23/2024 6,500 7,048 $1,500,000 $230.77 $120.60 Industrial 175-185 Market St. San Rafael 9/29/2023 15,500 20,038 $2,350,000 $151.61 $39.92 Industrial 40 Lisbon St. San Rafael 5/26/2023 6,055 12,197 $1,950,000 $322.05 $110.23 Industrial 930 Irwin St. San Rafael 4/1/2022 NA 21,780 $2,250,000 NA $103.31 Office 523 4th St. San Rafael 4/1/2022 NA 13,373 $2,550,000 NA $190.68 Office Avg.: $3,340,071 $235.81 $102.85 Source: CoStar 1Land Price is based on deduction of the estimated construction value of industrial properties from the listing price and dividing remaining value by land SF. The property listings shown in the table above represent a range of property types and values. For the industrial properties, KR deducted existing building value to derive land value. The average of the actual and calculated land values is approximately $102 .85. VI. Conclusion – Broker Opinion Value The City has requested an estimated value for the one parcel addressed at 519 4th Street (APN 014- 123-06). Based on the Sales Comparison analysis, KR estimates the value of the Property to be approximately $90 to 100 PSF or $1.2 to $1.3 million as shown below. Additionally, KR found average lease rates within 0.5 miles for habitable properties at $20.10 PSF / Yr. Due to the state of the building on the Property, a discount or adjustment was made to the lease City of San Rafael BOV for 519 4th St. Property September 5, 2025 Kosmont Realty 5 | Page (424) 297-1076 www.kosmontrealty.com rate comparable average. With an adjustment of 25-30%, KR estimates the average lease value for the Property to be approximately $14.00 to $15.00 PSF / year or approximately $1.17 to $1.25 PSF / month (~$8,900 to $9,600 / month). . Table 4: Sales & Lease Value Summary Address Net Acres Bldg. SF Land SF Est. Value Per SF Estimated Value 519 4th Street 0.304 AC 7,617 13,278 $90 to 100 PSF $1.2 to 1.3 million Address Bldg. SF Land SF Est. Lease Value PSF Est. Monthly Lease Value 519 4th Street 7,617 13,278 $14.00 to $15.00 PSF $8,900 to $9,600 per month Note: This evaluation is a Broker Opinion of Value (BOV). It is not an appraisal, which generally provides a more detailed evaluation of value and related property characteristics. BOVs are based on typical market conditions, which do not reflect extraordinary events that can impact supply/demand market characteristics which in turn impact property valuation. Respectfully Submitted: Kosmont Real Estate Services, Inc. doing business as “Kosmont Realty” Larry J. Kosmont, CRE® Chairman & CEO City of San Rafael BOV for 519 4th St. Property September 5, 2025 Kosmont Realty 6 | Page (424) 297-1076 www.kosmontrealty.com Exhibit A – Parcel Map of Property Source: CoStar Property City of San Rafael BOV for 519 4th St. Property September 5, 2025 Kosmont Realty 7 | Page (424) 297-1076 www.kosmontrealty.com Exhibit B – Image of Property Source: CoStar