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Reso 110-24 Approving the Purchase and Sale Agreement and Joint Escrow Instructions with East Bay Regional Park District for the Tassajara Road Improvements-North Dublin Ranch Drive to Quarry Lane School Project
Docusign Envelope ID: 831E1557-0310-4D64-B37D-D29C9044561F RESOLUTION NO. 110 — 24 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING THE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS WITH EAST BAY REGIONAL PARK DISTRICT FOR THE TASSAJARA ROAD IMPROVEMENTS — NORTH DUBLIN RANCH DRIVE TO QUARRY LANE SCHOOL PROJECT, CIP NO. ST0119 WHEREAS, East Bay Regional Park District is the owner of real property on Tassajara Road, Assessor's Parcel Number 986-0028-003; and WHEREAS, in order to construct the Tassajara Road Improvements — North Dublin Ranch Drive to Quarry Lane School Project, CIP No. ST0119 (Project), the City of Dublin requires the acquisition of a portion of the East Bay Regional Park District property; and WHEREAS, the City and East Bay Regional Park District prepared a Purchase and Sale Agreement and Joint Escrow Instructions, attached hereto as Exhibit A; and WHEREAS, the Board of Directors of East Bay Regional Park District, at their July 16, 2024 Board Meeting, authorized the grant of fee title and temporary construction easement to the City. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby approves the Purchase and Sale Agreement and Joint Escrow Instructions with East Bay Regional Park District, attached hereto as Exhibit A. BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute the agreement, attached hereto as Exhibit A, and make any necessary, non -substantive changes to carry out the intent of this Resolution, including any minor increases to closing costs, should that be necessary. BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute instruments or documents, as may be necessary, to facilitate the land transfer and close of escrow as outlined in the agreement. PASSED, APPROVED AND ADOPTED this 1st day of October 2024, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: City Clerk Reso. No. 110-24, Item 5.4, Adopted 10/01/2024 Page 1 of 1 Councilmembers Hu, Josey, Qaadri, Thalblum and Mayor McCorriston �DocuSigned by: —nnn7u8 sezy4aa (—Signed by: (&datL, BtiL(,Caryisfok, — Ub3ty(.LCU2iAU451... Mayor Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F Exhibit A PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is entered into as of , 2024 (the "Effective Date"), by and between the CITY OF DUBLIN, a California municipal corporation ("City"), and EAST BAY REGIONAL PARK DISTRICT, a California special district ("Grantor"). Grantor and City are individually referred to herein as a "Party," and collectively referred to herein as the "Parties." RECITALS A. Grantor is the owner of certain real property located in the City of Dublin, California, designated as APN 986-0028-003 (the "Grantor's Parcel"). B. The Grantor's Parcel is approximately 3.83 acres in size. The site is a staging area for the Tassajara Creek Regional Trail. Grantor's Parcel is real property that has been real property actually dedicated and used for park purposes pursuant to California Public Resources Code Section 5540. The Grantor's Parcel is more particularly described in Exhibit A attached hereto and incorporated herein by this reference. C. The City is proposing to construct the Tassajara Road Improvements - North Dublin Ranch Drive to Quarry Lane School Project ("Project"), which requires the acquisition of a portion of the Grantor's Parcel for park uses, including but not limited to pedestrian and bicycle facilities. D. City desires to acquire portions of Grantor's Parcel for the construction of the Project. City proposes to acquire 1,575 square feet in Fee Simple ("Fee Acquisition") in a manner consistent with California Public Resources Code Section 5540.6, as more particularly described in Exhibit B. E. City also desires to acquire 1,751 square feet in Temporary Construction Easement ("TCE"), as more particularly described in Exhibit C attached hereto and incorporated herein by this reference. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the Parties, Grantor and City hereby agree as follows: 1. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals set forth above and the Exhibits attached to this Agreement are each incorporated into the body of this Agreement as if set forth in full. Docusign Envelope ID: 831E1557-0310-4D64-B37D-D29C9044561F 2. PURCHASE AND SALE. 2.1 Agreement to Buy and Sell. Subject to the terms and conditions set forth herein, Grantor hereby agrees to sell the Property to City, and City hereby agrees to acquire the Property from Grantor, subject to the requirements set forth in California Public Resources Code Section 5540.6. 2.2 Purchase Price. The purchase price for the fee simple parcel to be paid by City to Grantor (the "Purchase Price") is three thousand, six hundred and eighty six dollars ($3,686.00). The purchase price for the TCE is four hundred and ten dollars ($410.00). The full amount of four thousand and ninetysix dollars ($4,096) shall be paid in immediately available funds to Grantor on the Closing Date (defined below). 2.3 Temporary Construction Easement. Grantor agrees for the considerations herein to grant said temporary construction easement to City and to permit and allow City, its agents and/or contractors to enter upon Grantor's TCE Property on a temporary basis. Said temporary permit shall be for the construction of the Project for a six (6) month period. Temporary Construction Easement period is to commence with first entry on the Temporary Construction Easement ("TCE") area by City's agents or contractors. At least 14 days advanced written notice will be given before any entry on the TCE. The amount set forth in Section 2.2 herein included full payment for TCE. This permission becomes valid upon acceptance of this Agreement by City. The CITY may not block GRANTOR's staff or the public from accessing the Tassajara Creek Regional Trail staging area during its regular operating hours. 2.4 Restoration. City agrees to promptly restore any damage to the construction easement area and/or the Grantor's Parcel upon which the construction easement area is situated (and the improvements located thereon) caused by City's entry upon the construction easement area or work performed in connection with the Project. 2.5 Permission to Enter for Construction Purposes. GRANTOR hereby grants to CITY or its authorized agents to enter on GRANTOR'S land, where necessary, to construct the following improvements: install a new fence and gate per EBRPD specifications, relocate the existing sign, replace the ground cover, widened driveway, and pedestrian entry. GRANTOR understands and agrees that after completion of the work described in Clause 2.4 herein and acceptance of work by GRANTOR, said facilities will be considered as GRANTOR'S sole property and GRANTOR will be responsible for its maintenance and repair. 2.6 Conveyance Notification. In the event Grantor sells, conveys or assigns any property interest, encumbered by the Agreement prior to City exercising the Docusign Envelope ID: 831E1557-0310-4D64-B37D-D29C9044561F rights granted herein, Grantor shall notify the successor or assignor of the rights and obligations of both parties as included herein. 2.7 Unexpected Delays. In case of unpredictable delays in construction, upon written notification by City, the terms of the TCE may be extended by an amendment to this Agreement. Grantor shall be compensated based on the fair market value at the time of the extension. Payment shall be made to the Grantor for the extension prior to the expiration of the original TCE period. 2.8 Tree Planting and Management Provision. CITY shall purchase (from an approved nursery) and plant four (4) California black oak (Quercus kelloggii) trees along GRANTOR'S subject property frontage within CITY right of way. CITY shall be responsible for the irrigation, establishment, maintenance, and long-term management of said oak trees. 3. ESCROW. 3.1 Escrow Account. The Parties shall open an escrow account (the "Escrow") with First American Title Company (the "Escrow Holder"). Escrow Holder shall perform all Escrow and title services in connection with this Agreement. 3.2 Opening of Escrow. Within three (3) business days after the Effective Date, the Parties will deposit into Escrow the fully executed Agreement, or executed counterparts thereto. The date such fully executed Agreement is received by Escrow Holder will be deemed the "Opening of Escrow" and Escrow Holder will give written notice to the Parties of such occurrence. 3.3 Satisfaction of Due Diligence Contingency. City shall have the right, in its sole and absolute discretion, to terminate this Agreement for any reason prior to the expiration of the "Due Diligence Contingency Period" (as defined in Section 4.2 below). City hereby agrees to provide written notice to Grantor prior to the expiration of the Due Diligence Contingency Period if City disapproves any due diligence items or approves all due diligence items ("City Notice"). If City disapproves any items through the delivery of the City Notice to Grantor before 5:00 p.m. on the last day of the Due Diligence Contingency Period, this Agreement shall terminate, and all amounts deposited by City into Escrow will be returned to City, and neither Party shall have any further rights or obligations hereunder except those which expressly survive the termination hereof. If City fails to timely deliver the City Notice to Grantor, it will be conclusively presumed that City has approved all such items, matters or documents. PROPERTY DISCLOSURE REQUIREMENTS. 4.1 Condition of Title/Preliminary Title Report. City may, at its election and expense, order a Preliminary Title Report for the Property. City shall have thirty (30) days after receipt of the Preliminary Report to approve the Docusign Envelope ID: 831E1557-0310-4D64-B37D-D29C9044561F Preliminary Report. If there are any changes to the Preliminary Report prior to Closing, City shall have fifteen (15) days after receipt of the revised Preliminary Report to approve such changes. Notwithstanding City's delivery of the City Notice, City agrees to take title to the Property subject to the following "Permitted Exceptions:" (a) standard printed exceptions in the Preliminary Report, (b) general and special real property taxes and assessments constituting a lien not yet due and payable, and (c) any other title exceptions expressly approved by City pursuant to the City Notice. 4.2 Due Diligence Contingency Period. City will have sixty (60) days from the Effective Date (the "Due Diligence Contingency Period") to complete physical inspections of the Property and due diligence related to the purchase of the Property. During the Due Diligence Contingency Period, representatives of City and its contractors shall have the right of access to all portions of the Property, at all reasonable times, for the purpose of conducting studies, inspections and investigations of the Property and obtaining data and making surveys and tests necessary to carry out this Agreement, including the investigation of the environmental condition of the Property, and geotechnical, seismic, mechanical, and engineering testing. Any such access to the Property by City or its contractors shall be done at the sole expense of the City or its contractors and shall be coordinated with Grantor's representatives. Any surveys and tests shall be undertaken only after securing any necessary permits from the appropriate governmental agencies. As soon as practical after the Effective Date, Grantor shall provide to City copies of all reasonably available and known documents that Grantor has in its possession with respect to the Property. City hereby agrees to indemnify and hold Grantor harmless for any damage to the Property caused (but not merely revealed) by City's inspections. 4.3 Property Disclosure. California Health & Safety Code section 25359.7 requires owners of non-residential real property who know, or have reasonable cause to believe, that any release of hazardous substances are located on or beneath the real property to provide written notice of same to the buyer of real property. Other applicable laws require Grantor to provide certain disclosures regarding natural hazards affecting the Property. Grantor agrees to disclose to City all material information with respect to the Property and all defects therein known by Grantor, and to make all necessary disclosures required by law. Grantor hereby represents to the best of its knowledge that it is not aware of and has not received any notice or communication from any government agency having jurisdiction over the Property notifying Grantor of the presence of surface or subsurface zone Hazardous Materials in, on, or under the Property or any portion thereof. "Best of its knowledge," as used herein, shall not impose a duty. of investigation, and shall be limited to the best knowledge of Grantor employees and agents who manage the Property or have participated in the preparation of this Agreement, and all documents and materials in the possession of Grantor. Docusign Envelope ID: 831E1557-0310-4D64-B37D-D29C9044561F 5. CLOSING AND PAYMENT OF PURCHASE PRICE. 5.1 Closing. The closing ("Closing" or "Close of Escrow") will occur no later than thirty (30) days after the end of the Due Diligence Contingency Period ("Closing Date"). In the event that Closing has not occurred on or prior to the Closing Date, either Party not then in default may, upon five (5) days advance written notice to the other Party, terminate this Agreement and.the Escrow. If neither Party so elects to terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon as possible. Upon any termination of this Agreement, neither Party shall have any further rights or obligations hereunder; except for the rights and obligations expressly provided to survive termination of this Agreement. 5.2 City's Conditions to Closing. City's obligation to purchase the Property is subject to the satisfaction of all of the following conditions or City's written waiver (in City's sole discretion) of such conditions on or before the Closing Date: (a) Expiration of the Due Diligence Contingency Period with no exercise by City of its rights under this Agreement to terminate this Agreement. (b) Grantor has deposited into the Escrow a fully executed "Grant Deed" (as defined in Section 5.5(a) below) and all other documents to be submitted by Grantor pursuant to this Agreement, all duly executed by Grantor. (c) City has deposited into the Escrow the Purchase Price and all Escrow fees and costs of the buyer's title policy that are the responsibility of City under Section 5.5(d) below ("City's Escrow and Title Costs"). (d) Grantor's representations and warranties herein are true and correct in all material respects as of the Closing Date. (e) (g) The Title Company is irrevocably committed to issue a CLTA or ALTA Title Policy to City, as selected by City, and such endorsements requested by City, insuring title to City in the full amount of the Purchase Price subject only to the Permitted Exceptions. Grantor has performed all obligations to be performed by Grantor pursuant to this Agreement. 5.3 Grantor's Conditions to Closing. The Close of Escrow and Grantor's obligation to sell and convey the Property to City are subject to the Docusign Envelope ID: 831E1557-0310-4D64-B37D-D29C9044561F satisfaction of the following conditions or Grantor's written waiver (in Grantor's sole discretion) of such conditions on or before the Closing Date: (a) City has deposited into the Escrow the Purchase Price and City's Escrow and Title Costs. (b) City has deposited into the Escrow a fully executed Acceptance of Grant Deed and Grant of Temporary Construction Easement and all other documents to be submitted by City pursuant to this Agreement, all duly executed by City. (c) City's representations and warranties set forth herein are true and correct in all material respects as of the Closing Date. (d) City has performed all obligations to be performed by City pursuant to this Agreement before Closing Date. 5.4 Conveyance of Title. Grantor will deliver fee simple title and a temporary construction easement to City at the Closing, subject only to the Permitted Exceptions. 5.5 Deliveries at Closing. (a) Deliveries by Grantor. Grantor shall deposit into the Escrow for delivery to City at Closing: (i) a grant deed, substantially in the form of Exhibit B (the "Grant Deed"); and Grant of Temporary Construction Easement, (Exhibit C — the Grant of TCE"); and (iii) any other documents required for the Escrow. (b) Deliveries by City. No less than one (1) business day prior to the close of Escrow, City shall deposit into Escrow (i) the acceptance of the Grant Deed, and (ii) Grant of TCE, and (iii) immediately available funds in the amount equal to the Purchase Price as adjusted by any prorations between the Parties, and City's share of the Escrow and title fees. (c) Closing. Upon Closing, Escrow Holder shall: (i) record the Grant Deed and Grant of TCE; (ii) disburse to Grantor the Purchase Price, less Grantor's share of any Escrow and title fees, costs and expenses; (iii) deliver to City a conformed copy of the original recorded Grant Deed and Grant of TCE; and (iv) distribute to itself the payment of Escrow fees and expenses required hereunder. (d) Closing Costs. City shall be responsible for all Escrow fees (including the costs of preparing documents and instruments), recording fees, governmental conveyance fees and transfer taxes (if Docusign Envelope ID: 831E1557-0310-4D64-B37D-D29C9044561F any). City shall be responsible for the cost of the buyer's title insurance policy equal to the premium for a CLTA buyer's title policy in the amount of the Purchase Price. City shall be responsible for any additional costs of the buyer's title policy, including the incremental cost of an ALTA buyer's policy and the cost of any endorsements requested by City. The parties understand that there will be no recording fees or documentary transfer taxes for this transaction. (e) Property Taxes. Proration of property taxes, if any, will be made at the Close of Escrow. 6. REPRESENTATIONS, WARRANTIES AND COVENANTS. 6.1 Grantor's Representations, Warranties and Covenants. In addition to the representations, warranties and covenants of Grantor contained in other sections of this Agreement, Grantor hereby represents, warrants and covenants to City that the statements below in this Section 6.1 are each true and correct as of the Closing Date; provided, however, if to Grantor's actual knowledge any such statement becomes untrue prior to Closing, Grantor will notify City in writing and City will have three (3) business days thereafter to determine if City wishes to proceed with Closing. If City determines it does not wish to proceed, then the terms of Section 6.2 will apply. (a) Authority. Grantor has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement. This Agreement has been duly executed by Grantor, and upon delivery to and execution by City is a valid and binding agreement of Grantor. Grantor has complied with, and is not required to take any further actions to comply with, state surplus property law requirements, Grantor property conveyance requirements, or any other legal requirements except as provided in this Agreement. (b) Encumbrances. Grantor has not sold, leased, alienated, encumbered, transferred, mortgaged, assigned, pledged, or otherwise conveyed its interest in the Property or any portion thereof, nor entered into any agreement to do so, and there are no liens, encumbrances, mortgages, leases, covenants, conditions, reservations, restrictions, easements or other matters affecting the Property, except as disclosed in the Preliminary Report. Grantor will not, directly or indirectly, sell, lease, alienate, encumber, transfer, mortgage, assign, pledge, or otherwise convey its interest in the Property or any portion thereof prior to the Close of Escrow, as long as this Agreement is in force. Docusign Envelope ID: 831E1557-0310-4D64-B37D-D29C9044561F (c) Other Agreements. There are no leases, purchase agreements, use agreements, or other agreements affecting the Property except those which have been disclosed by Grantor. There are no agreements affecting the Property which will be binding on the City or the Property after the Close of Escrow, which cannot be terminated on thirty (30) days prior written notice. (d) No Occupants of Property. There are no tenants, occupants or other persons who reside on the Property or have any right to occupy the Property. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Grantor contained in this Agreement are conditions precedent to City's obligation to proceed with the Closing hereunder. The foregoing representations and warranties shall survive the expiration, termination, or close of Escrow of this Agreement and shall not be deemed merged into the deed upon closing. 6.2 City's Representations and Warranties. In addition to the representations, warranties and covenants of City contained in other sections of this Agreement, City hereby represents, warrants and covenants to Grantor that the statements below in this Section 6.2 are each true as of the Effective Date, and, if to City's actual knowledge any such statement becomes untrue prior to Closing, City shall so notify Grantor in writing and Grantor shall have three (3) business days thereafter to determine if Grantor wishes to proceed with Closing. (a) City has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement. This Agreement has been duly executed by City, and upon delivery to and execution by Grantor shall be a valid and binding agreement of City. (b) Upon acquisition of the Property, City intends to use the Property for public purposes, including the construction of Tassajara Road Improvement. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of City contained in this Agreement are conditions precedent to Grantor's obligation to proceed with the Closing hereunder. 7. REMEDIES In the event of a breach or default under this Agreement by Grantor, if such breach or default occurs prior to Close of Escrow, City reserves the right to either (a) seek specific performance from Grantor or (b) to do any of the following: (i) to waive the breach or default and proceed to close as provided herein; (ii) to extend the time for performance and the Closing Date until Grantor is able to perform; or (iii) to terminate this Agreement upon written notice to Grantor, whereupon Grantor shall cause Escrow Holder to return to City any and all sums placed into the Escrow by City, and except for the rights and obligations Docusign Envelope ID: 831E1557-0310-4D64-B37D-D29C9044561F expressly provided to survive termination of this Agreement, neither Party shall have any further obligations or liabilities hereunder. IN NO EVENT SHALL EITHER PARTY BE ENTITLED TO LOST PROFITS OR CONSEQUENTIAL DAMAGES AS A RESULT OF THE OTHER PARTY'S BREACH OF THIS AGREEMENT. 8. BROKERS. Grantor represents that no real estate broker has been retained by Grantor in the sale of the Property or the negotiation of this Agreement. Grantor shall indemnify, hold harmless and defend City from any and all claims, actions and liability for any breach of the preceding sentence, and any commission, finder's fee, or similar charges arising out of Grantor's conduct. City represents that no real estate broker has been retained by City in the procurement of the Property or negotiation of this Agreement. City shall indemnify, hold harmless and defend Grantor from any and all claims, actions and liability for any breach of the preceding sentence, and any commission, finder's fee, or similar charges arising out of City's conduct. 9. MISCELLANEOUS. 9.1 Attorneys' Fees. If any Party employs counsel to enforce or interpret this Agreement, including the commencement of any legal proceeding whatsoever (including insolvency, bankruptcy, arbitration, mediation, declaratory relief or other litigation), the prevailing Party shall be entitled to recover its reasonable attorneys' fees and court costs (including the service of process, filing fees, court and court reporter costs, investigative fees, expert witness fees, and the costs of any bonds, whether taxable or not) and shall include the right to recover such fees and costs incurred in any appeal or efforts to collect or otherwise enforce any judgment in its favor in addition to any other remedy it may obtain or be awarded. Any judgment or final order issued in any legal proceeding shall include reimbursement for all such attorneys' fees and costs. In any legal proceeding, the "prevailing Party" shall mean the Party determined by the court to most nearly prevail and not necessarily the Party in whose favor a judgment is rendered. 9.2 Interpretation. This Agreement has been negotiated at arm's length, each Party has been represented by independent legal counsel in this transaction, and this Agreement has been reviewed and revised by counsel to each of the Parties. Accordingly, each Party hereby waives any benefit under any rule of law (including Section 1654 of the California Civil Code) or legal decision that would require interpretation of any ambiguities in this Agreement against the drafting Party. 9.3 Survival. All indemnities, covenants, representations and warranties contained in this Agreement shall survive Close of Escrow. Docusign Envelope ID: 831E1557-0310-4D64-B37D-D29C9044561F 9.4 Assignment. Absent an express signed written agreement between the Parties to the contrary, neither Grantor nor City may assign its rights or delegate its duties under this Agreement without the express written consent of the other, which consent may be withheld for any reason. No permitted assignment of any of the rights or obligations under this Agreement shall result in a novation or in any other way release the assignor from its obligations under this Agreement. 9.5 Successors. Except as provided to the contrary in this Agreement, this Agreement shall be binding on and inure to the benefit of the Parties and their successors and assigns. 9.6 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. 9.7 Integrated Agreement; Modifications. This Agreement contains all the agreements of the Parties concerning the subject hereof and cannot be amended or modified except by a written instrument executed and delivered by the Parties. There are no representations, agreements, arrangements or understandings, either oral or written, between or among the Parties hereto relating to the subject matter of this Agreement that are not fully expressed herein. In addition there are no representations, agreements, arrangements or understandings, either oral or written, between or among the Parties upon which any Party is relying upon in entering this Agreement that are not fully expressed herein. 9.8 Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, any such provision shall not be affected by the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this Section, then the stricken provision shall be replaced, to the extent possible, with a legal, enforceable and valid provision this is in keeping with the intent of the Parties as expressed herein. 9.9 Notices. Any delivery of this Agreement, notice, modification of this Agreement, collateral or additional agreement, demand, disclosure, request, consent, approval, waiver, declaration or other communication that either Party desires or is required to give to the other Party or any other person shall be in writing. Any such communication may be served personally, or by nationally recognized overnight delivery service (i.e., Federal Express) which provides a receipt of delivery, or sent by prepaid, first class mail, return receipt requested to the Party's address as set forth below: Docusign Envelope ID: 831E1557-0310-4D64-B37D-D29C9044561F To City: To Grantor: City of Dublin 100 Civic Plaza Dublin, California 94568 Attn: City Manager Copy to City Attorney East Bay Regional Park District 2950 Peralta Oaks Ct. Oakland, CA 94605 Attn: Philip Coffin To Escrow Holder: First American Title Company ei w#1 £e0ir RD.#300 44.0.4400 N.4a-t, CA 'PS7CA Attn: DNB8,S zr-Kg E,r4"✓ 014,fetie Any such communication shall be deemed effective upon personal delivery or on the date of first refusal to accept delivery as reflected on the receipt of delivery or return receipt, as applicable. Any Party may change its address by notice to the other Party. Each Party shall make an ordinary, good faith effort to ensure that it will accept or receive notices that are given in accordance with this section and that any person to be given notice actually receives such notice. 9.10 Time. Time is of the essence to the performance of each and every obligation under this Agreement. 9.11 Days of Week. If any date for exercise of any right, giving of any notice, or performance of any provision of this Agreement falls on a Saturday, Sunday or holiday, the time for performance will be extended to 5:00 p.m. on the next business day. 9.12 Reasonable Consent and Approval. Except as otherwise provided in this Agreement, whenever a Party is required or permitted to give its consent or approval under this Agreement, such consent or approval shall not be unreasonably withheld or delayed. If a Party is required or permitted to give its consent or approval in its sole and absolute discretion or if such consent or approval may be unreasonably withheld, such consent or approval may be unreasonably withheld but shall not be unreasonably delayed. 9.13 Further Assurances. The Parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to carry out the intent and purposes of this Agreement. 9.14 Waivers. Any waiver by any Party shall be in writing and shall not be construed as a continuing waiver. No waiver will be implied from any delay or failure to take action on account of any default by any Party. Consent by any Party to any act or omission by another Party shall not be construed to Docusign Envelope ID: 831E1557-0310-4D64-B37D-D29C9044561F be a consent to any other subsequent act or omission or to waive the requirement for consent to be obtained in any future or other instance. 9.15 Signatures/Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any one of such completely executed counterparts shall be sufficient proof of this Agreement. 9.16 Date and Delivery of Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Parties intend that this Agreement shall be deemed effective, and delivered for all purposes under this Agreement, and for the calculation of any statutory time periods based on the date an agreement between Parties is effective, executed, or delivered, as of the Effective Date. 9.17 Representation on Authority of Parties. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such Party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. 9.18 City Approvals. Whenever this Agreement calls for City approval, consent, extension or waiver, the written approval, consent, or waiver of the City's City Manager or his or her designee(s) shall constitute the approval, consent, extension or waiver of the City, without further authorization required from the City's City Council. The City hereby authorizes the City Manager and his or her designee(s) to deliver any such approvals, consents, or extensions or waivers as are required by this Agreement, or that do not otherwise reduce City's rights under this Agreement, and to waive requirements under this Agreement, on behalf of the City. Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F IN WITNESS WHEREOF, this Agreement is executed by City and Grantor as of the Effective Date. CITY OF DUBLIN, a California municipal corporation By: Name: Linda Smith Its: City Manager Attest: City Clerk Reviewed as to Form: City Attorney EAST BAY REGIONAL PARK DISTRICT, A California special district By: Name: Sabrina Landreth, General Manager Approved as to Form: By: e•. Jason Rg, Assistant General Counsel Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F EXHIBIT A Real property in the City of Dublin, County of Alameda, State of California, described as follows: PORTION OF THE 71.59 ACRE TRACT OF LAND DESCRIBED IN THE DEED FROM L. J. TESCHER AND ETHEL G. TESCHER, HIS WIFE, TO TROY HAYNIE AND ANN F. HAYNIE, HIS WIFE, DATED AUGUST 25, 1952, RECORDED AUGUST 29, 1952, IN BOOK 6815 OF OFFICIAL RECORDS OF ALAMEDA COUNTY, AT PAGE 5, INSTRUMENT NO. AG/71849, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WESTERN LINE OF TASSAJARA ROAD, OR COUNTY ROAD NO. 2568, DISTANT THEREON SOUTH 2° 41' 15" WEST 214.04 FEET FROM THE NORTHERN LINE OF SAID 71.59 ACRE TRACT; RUNNING THENCE ALONG THE SOUTHERN LINE OF THE 1.823 ACRE TRACT OF LAND DESCRIBED IN THE DEED FROM TROY HAYNIE AND ANN F. HAYNIE, HIS WIFE, TO WILLIAM F. ALGER AND VIRGINIA ALGER, HIS WIFE, DATED JULY 25, 1953, RECORDED AUGUST 19, 1953. IN BOOK 7110 OF OFFICIAL RECORDS OF ALAMEDA COUNTY, AT PAGE 497, INSTRUMENT NO. AH/73681, NORTH 86° 54' 30" WEST 518.45 FEET TO THE NORTHERN LINE OF SAID 71.59 ACRE TRACT; THENCE SOUTH 83° 16' 33" WEST 588.16 FEET; THENCE SOUTH 5° 33' 58" EAST 83.34 FEET; THENCE SOUTH 87° 18' 45" EAST 1086.72 FEET TO SAID WESTERN LINE OF TASSAJARA ROAD; THENCE NORTH 2° 41' 15" EAST 175.00 FEET TO THE POINT OF BEGINNING. APN: 986-0(I28-003-00 Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F Exhibit B Recording Requested By: City of Dublin No Fee for recording pursuant to Government Code Sections 6103 and 27383 When Recorded Mail To: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568 APN: 986-0028-003-00 (portion of) SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED TASSAJARA ROAD IMPROVEMENTS -NORTH DUBLIN RANCH DRIVE TO QUARRY LANE SCHOOL For valuable consideration, the receipt of which is hereby acknowledged, East Bay Regional Park District, a California special district (the "GRANTOR"), being the present title owner(s) of record of the herein described parcel of land, does hereby grant in fee title to the City of Dublin, a California municipal corporation ("GRANTEE"), for public park purposes, including but not limited to development of landscaping, bicycle path, and pedestrian walkway uses, that portion of the real property situated in the City of Dublin, County of Alameda, State of California, Assessor's Parcel No. 986-0028-003-00, described in Exhibit "A" (legal description) and depicted in Exhibit "B" (plat map) attached hereto and incorporated herein. Grantee accepts this property for park purposes consistent with Public Resources Code Section 5540.6 and agrees to continue to use the real property for park purposes and will not convey the real property described in Exhibit A, without the consent of a majority of the voters of the Grantor at an election called and conducted by the board pursuant to Section 5540. IN WITNESS THEREOF, the Grantor has properly executed this Grant Deed as of day of , 202_. GRANTOR: East Bay Regional Park District, A California special district By: Name: Title: Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F ACKNOWLEDGMENT A notary public or other office 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 this the day of }ss , 20 before me, , personally appeared (Here insert name and title of the officer) 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) Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F Certificate of Acceptance This is to certify that the interest in real property conveyed herein to the City of Dublin, a governmental agency, is hereby accepted by City Manager, and/or City Engineer, on behalf of the Dublin City Council pursuant to authority conferred by Resolution No. 24-87 of the Dublin City Council, adopted on April 13,1987, and the grantee consents to the recordation thereof by it duly authorized officer. Dated City Manager and/or City Engineer By: Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F ACKNOWLEDGMENT A notary public or other office 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 }ss On this the day of , 20 before me, , personally appeared (Here insert name and title of the officer) 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) Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F February 15, 2023 BKF Job No: 20190525 LEGAL DESCRIPTION EXHIBIT A: FEE ACQUISITION Real property situate in the City of Dublin, County of Alameda, State of California, described as follows: Being a portion of the lands of East Bay Regional Park District as described in that certain Grant Deed filed for record on December 28, 1976 as Document Number 1976-220123, in the Office of the County Recorder of Alameda County, more particularly described as follows: COMMENCING at the northerly monument as shown as "NO3°24'16'E 2057.32'(M-M)" on the Tract Map7075 Tassajara Creek filed for record on April 18, 2001 in Book 257 of Tract Maps, Pages 47 through 61, in the Office of the County Recorder of Alameda County, Thence South 3°24'16" East, 926.40 feet; Thence perpendicular to the last described course, North 86°35'44" West 33.00 feet to the westerly line of Tassajara Road, said point also being the TRUE POINT OF BEGINING; Thence along said westerly line, North 3°24'16" East, 175.00 feet; Thence along the northerly line of said lands (1976-220123), North 86°11'29" West, 9.00 feet; Thence leaving said northerly line, South 3°24'16" West, 175.06 feet to the southerly line of said lands; Thence along said southerly line, South 86°35'44" East, 9.00 feet to the TRUE POINT OF BEGINNING. Containing 1,575 square feet, more or less. As shown on plat attached hereto and by this reference made part hereof as Exhibit B. For: BKF Engineers Davis Thresh, P.L.S. No. 6868 2/15/2023 Dated 4670 Willow Road Suite 250 Pleasanton California 94588 phone 925.396.7700 fax 925.396.7799 www.bkf.com Page 1 of 1 Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F Feb 15, 2023 at 8:1 LEGEND TPOB = TRUE POINT OF BEGINING POC = POINT OF COMMENCEMENT = LOT LINE DEDICATION LIMITS LANDS OF CAROLYN ADAMS APN: 986-27-1 LINE TABLE LINE DIRECTION LENGTH L1 N8611'29"W 9.00' L2 S86'35'44"E 9.00' EAST BAY REGIONAL PARK DISTRICT DEED 1976-220123 APN: 986-28-3 S3'24'16"W 175.06' TPOB J I N86'35'44"W V"-33.00' _ I S3'24'16"W 926.40' N3'24'16"E 2,057.32' BASIS OF BEARINGS N3'24'16"E 175.00' TASSAJARA ROAD LANDS OF JAV1D ROSHAN AND ZARM1NA MAYAR APN: 986-28-2 FEE ACQUISITION 1,575 SQ.FT.± 40 Z.21•1111m•--- 0 40 scale 1"=40' feet BKF ENGINEERS 4670 WILLOW ROAD SUITE 250 PLEASANTON, CA 94588 (925) 396-7700 www.bkf.com Subject EXHIBIT B FEE ACQUISITION Job No. 20190525 By KH Date 2/15/2023 Chkd.WS SHEET 1 OF 1 EC 190525_DOC_PLAT.dwg COPYRIGHT © 2021 BKF ENGINEERS Docusign Envelope ID: 831E1557-0310-4D64-B37D-D29C9044561F Exhibit C RECORDING REQUESTED BY: City of Dublin WHEN RECORDED MAIL TO: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568-0233 Exempt from recording fee per Govt. Code §27383 & §6103 No Tax Due Exempt Transfer Rev & Tax Code §11922 SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT OF TEMPORARY CONSTRUCTION EASEMENT EAST BAY REGIONAL DISTRICT, A California special district PROPERTY PORTION OF APN 986-28-1 WEST OF TASSAJARA ROAD, DUBLIN, CA TASSAJARA ROAD IMPROVEMENTS — NORTH DUBLIN RANCH DRIVE TO QUARRY LANE SCHOOL PROJECT TITLE OF DOCUMENT THIS PAGE HERE TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Government Code 27361.6) Docusign Envelope ID: 831E1557-0310-4D64-B37D-D29C9044561F Recorded at the request of: City of Dublin Return to: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568-0233 APN: Portion of 986-28-1 GRANT OF TEMPORARY CONSTRUCTION EASEMENT For good and valuable consideration pursuant to that certain Property Purchase Agreement executed by the parties hereto on or about the date hereof (AGREEMENT), the undersigned, EAST BAY REGIONAL PARK DISTRICT, A California special district (GRANTOR), hereby grants to the CITY OF DUBLIN, A Municipal Corporation (CITY), and its successors and assigns a Temporary Construction Easement, over, across, under and through the real property situated in the City of Dublin, County of Alameda, State of California, described in Exhibit A and depicted in Exhibit B, attached hereto (EASEMENT AREA) for public road construction and conformance purposes related to the Tassajara Road Improvements — North Dublin Ranch Drive to Quarry Lane School (PROJECT). The CITY's rights under the easement granted hereby shall include, without limitation, the right of the CITY, its officers, agents, contractors, and employees, and other governmental agencies responsible for review or construction of any portion of the PROJECT and such agencies' officers, agents, contractors, and employees, to enter upon the EASEMENT AREA with personnel, vehicles and equipment for construction of the PROJECT, and all other activities related thereto, to remove all improvements, trees and vegetation thereon that interfere with the purpose for which this easement is granted, to conform the EASEMENT AREA to the PROJECT, and do any and all other actions necessary and appropriate to the construction of the PROJECT. If improvements in the EASEMENT AREA are removed pursuant to this Temporary Construction Easement, such improvements will be reconstructed at the CITY's sole expense upon the termination of the Temporary Construction Easement and will be restored to their original condition or as close thereto as is feasible. If reconstruction is not feasible, the CITY will pay GRANTOR the value of such improvements, which payment shall be in addition to the compensation set forth in the AGREEMENT. This Temporary Construction Easement is for a period of six (6) months, to commence with first entry on the EASEMENT AREA. At least fourteen (14) days' advanced written notice will be given before any entry on the EASEMENT AREA. In the event the CITY occupies the Temporary Construction Easement area beyond the 6 months, the CITY shall pay GRANTOR additional compensation pursuant to the provisions of the AGREEMENT. In no event shall this Temporary Construction Easement extend beyond the completion of construction. At no additional cost to the CITY, the CITY shall have the right to enter upon GRANTOR's retained property, where necessary, to reconstruct or perform any warranty or conformance works during or after the expiration of the Temporary Construction Easement and any Temporary Construction Easement Page 1 Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F extension thereto and/or the completion of the PROJECT. Said works include conforming driveways, walkways, lawn, landscaped and hardscaped areas, irrigation systems, sidewalks or any area where reconstruction or warranty work on GRANTOR's retained property is necessary. All work performed by the CITY in the EASEMENT AREA shall conform to applicable building, fire, and sanitary laws, ordinances and regulations relating to such work and shall be done in a good and workmanlike manner. The CITY may not block GRANTOR's staff or the public from accessing the Tassajara Creek Regional Trail staging area during its regular operating hours. The rights and obligations contained in this Grant of Temporary Construction Easement will (a) run with the Property and burden, inure to and be for the benefit of and are binding on the Property, Grantor and its successors and assigns, and be an equitable servitude of Grantor and its successors and assigns, and (b) constitute an easement in gross for the benefit of the CITY and its successors and assigns, and will be binding on the CITY and its successors and assigns. IN WITNESS WHEREOF, this Grant of Temporary Construction Easement is signed and executed on GRANTOR: EAST BAY REGIONAL PARK DISTRICT, A California special district By: Print name: Title: ATTACH NOTARIZATION Temporary Construction Easement Page 2 Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F ACKNOWLEDGMENT A notary public or other office 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 }ss On this the day of , 20 before me, , personally appeared (Here insert name and title of the officer) 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/shelthey 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) Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F Certificate of Acceptance This is to certify that the interest in real property conveyed herein to the City of Dublin, a governmental agency, is hereby accepted by City Manager, and/or City Engineer, on behalf of the Dublin City Council pursuant to authority conferred by Resolution No. 24-87 of the Dublin City Council, adopted on April 13,1987, and the grantee consents to the recordation thereof by it duly authorized officer. Dated City Manager and/or City Engineer By: Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F ACKNOWLEDGMENT A notary public or other office 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 } SS County of On this the day of , 20 before me, , personally appeared (Here insert name and title of the officer) 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 Califomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F February 15, 2023 BKF Job No: 20190525 LEGAL DESCRIPTION EXHIBIT A: TEMPORARY CONSTRUCTION EASEMENT Real property situate in the City of Dublin, County of Alameda, State of California, described as follows: Being a portion of the lands of East Bay Regional Park District as described in that certain Grant Deed filed for record on December 28, 1976 as Document Number 1976-220123, in the Office of the County Recorder of Alameda County, more particularly described as follows: COMMENCING at the northerly monument as shown as "NO3°24'16'E 2057.32'(M-M)" on the Tract Map7075 Tassajara Creek filed for record on April 18, 2001 in Book 257 of Tract Maps, Pages 47 through 61, in the Office of the County Recorder of Alameda County, Thence South 3°24'16" East, 926.40 feet; Thence perpendicular to the last described course, North 86°35'44" West 33.00 feet to a point on the westerly line of Tassajara Road; Thence along the southerly line of said lands (1976-220123), North 86°38'44" West 9.00 feet, said point also being the TRUE POINT OF BEGINING; Thence continuing along said southerly line, North 86°35'44" West, 10.00 feet; Thence leaving said southerly line, North 3°24'16" East, 175.13 feet to the northerly line of said lands; Thence along said northerly line, South 86°11'29" East, 10.00 feet; Thence leaving said southerly line, South 3°24'16" West, 175.06 feet to the TRUE POINT OF BEGINNING. Containing 1,751 square feet, more or less. As shown on plat attached hereto and by this reference made part hereof as Exhibit B. For: BKF Engineers Davis Thresh, P.L.S. No. 6868 2/15/2023 Dated 4670 Willow Road Suite 250 Pleasanton California 94588 phone 925.396.7700 fax 925.396.7799 www.bkf.com Page 1 of 1 DAVIS THRESH No. 6868 Docusign Envelope ID: 831 E1557-0310-4D64-B37D-D29C9044561 F Plot Feb 15, 2023 at 8:19am LEGEND TPOB = TRUE POINT OF BEGINING POC = POINT OF COMMENCEMENT = LOT LINE = DEDICATION LIMITS LANDS OF CAROLYN ADAMS APN: 986-27-1 LINE TABLE LINE DIRECTION LENGTH L1 N86'35'44'W 10.00' L2 S86'11'29"E 10.00' EAST BAY REGIONAL PARK DISTRICT DEED 1976-220123 APN: 986-28--3 N3'24'16'E 175.13' TPOB - N86'35'44"W S3'24'16'W 175.06' 9.00' I N86'35'44"W L — 33.00' _ I S3'24'16"W 926.40' N3'24'16"E 2,057.32' BASIS OF BEARINGS TASSAJARA ROAD LANDS OF JAY)D ROSHAN AND 7ARMINA MAYAR APN: 986-28-2 N J — TEMPORARY CONSTRUCTION EASEMENT 1,751 SQ.FT.± 40 z� 0 40 scale 1"=40' feet BKF ENGINEERS 4670 WILLOW ROAD SUITE 250 _AKA PLEASANTON, CA 94588 (925) 396-7700 www.bkf.com Subject EXHIBIT B TEMPORARY CONSTRUCTION EASEMENT Job No. 20190525 By KH Date 2/15/2023 Chkd.WS SHEET 1 OF 1 190525_DOC_PLAT.dwg COPYRIGHT © 2021 BKF ENGINEERS