Loading...
HomeMy WebLinkAboutCamino Carlsbad, LLC; 2024-03-14;DocuSign Envelope ID: 63A755D8-1 C8D-48DA-BB18-57CAEBDD5AA3 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made and entered into as of this March 14, 2024, between CAMINO CARLSBAD, LLC, a California limited liability company ("Seller"), and THE CITY OF CARLSBAD, a California municipal corporation ("Buyer") with reference to the following facts: A. Seller is the owner of the Property, as hereinafter defined. B. Buyer desires to purchase the Property from Seller and Seller desires to sell the Property to Buyer on the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION of the foregoing and the mutual covenants and agreements set forth in this Agreement, Seller and Buyer agree as follows: ARTICLE I PROPERTY 1.1 Conveyance of Property. Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions set forth in this Agreement, all of Seller's right, title and interest in and to the following: (a) Land. Approximately 844 square feet of land for a grant deed easement and 1,242 square feet of land for a temporary construction easement both of which are located near the intersection of Rancho Carlsbad Drive and El Camino Real in Carlsbad, California 92010 described in Exhibit "A", with Assessor's Parcel Number 209-060-58 (the "Property"); ARTICLE II PURCHASE PRICE 2.1 Purchase Price. Buyer shall pay to Seller the purchase price of nineteen thousand six hundred twenty-five dollars ($19,625.00) for the grant deed easement and one thousand seven hundred ten dollars ($1,710.00) for the temporary construction easement, for a combined total of twenty-one thousand three hundred thirty-five dollars ($21,335.00) ("Purchase Price"). 2.2 Payment of Purchase Price. Buyer shall pay Seller the Purchase Price by check or cashier's check on the Closing Date (defined in Section 4.1 below). ARTICLE III CONVEYANCE OF TITLE TO PROPERTY 3.1 Real Property. On the Closing Date (defined in Section 4.1), Seller shall (i) convey fee title to the Real Property to Buyer, by duly executed and acknowledged grant deed substantially in the form of Exhibit "B" hereto (the "Deed"); and (ii) grant to Buyer a temporary construction easement by duly executed and acknowledged temporary construction easement agreement in the form of Exhibit "C" hereto (the "Temporary Construction Easement Agreement"). Seller Page 1 of 25 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1 C8D-48DA-BB18-57CAEBDD5AA3 agrees to convey the Real Property to Buyer free of financial encumbrances caused by Seller, other than the lien of non -delinquent real property taxes and special assessments. ARTICLE IV CLOSING 4.1 Closing. The closing hereunder ("Closing") shall mean the date when Seller receives the Purchase Price (the "Closing Date"), which shall occur no later than [City to insert outside date], 2024. If either party has complied with the terms and conditions of this Agreement as of the Closing Date and the other party is not in a position to close, the party not in a position to close shall be in material breach of this Agreement and this Agreement may be terminated by the non - defaulting party. Except as set forth herein, the Closing Date may not be extended without the written approval of both Seller and Buyer. 4.2 Delivery by Seller. Not less than one (1) business day before the Closing Date, Seller shall deposit with Buyer the following: (1) The Deed and the Temporary Construction Easement Agreement, each duly executed and acknowledged by Seller, in recordable form, and ready for recordation on the Closing Date; (2) Any other documents as may be necessary or appropriate to convey the Property in accordance with this Agreement; and 4.3 Delivery by Buyer. On or before the Closing Date, Buyer shall send to Seller: (1) The Purchase Price, paid in the form of a check or cashier's check; (2) Proof of Buyer's authority and authorization to enter into and perform under this Agreement as described in a certified copy of the City Council Resolution authorizing the Mayor to execute this Agreement; and (3) Any other documents as may be necessary or appropriate to convey the Property in accordance with this Agreement. 4.4 Recording by Buyer. On (and not prior to) the Closing Date, Buyer shall record the Deed, with the Certificate of Acceptance, and the Temporary Construction Easement Agreement, with the San Diego County Recorder's Office and shall mail Seller a copy of the recorded Deed and Temporary Construction Easement Agreement within ten (10) business days after recordation. Page 2 of 25 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 ARTICLE V REPRESENTATIONS AND WARRANTIES 5.1 Representations and Warranties of Seller. As a material inducement to Buyer to enter into this Agreement, Seller hereby represents and warrants to and agrees with Buyer as follows: (a) Organization; Authority. The entity making up the Seller is a California limited liability company and has the full right, power and authority to enter into this Agreement, and has taken all action necessary to consummate the transactions contemplated hereby. (b) Litigation. To Seller's actual knowledge, there are no actions, suits, proceedings, judgments, arbitration, orders, decrees pending, or other legal or administrative suit against Seller or the Property that would materially or adversely affect the use or operation of the Property, or Seller's ability to perform its obligations under the Agreement or the documents to be executed in connection herewith. (c) No Bankruptcy. Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Seller's creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Seller's assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Seller's assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. (d) Property Taxes and Assessments. All real estate and personal property taxes and assessments attributable to the Easement Area will be prorated at Closing. Seller is obligated to pay any property taxes and assessments attributable to the Easement Area to the Closing Date. Buyer shall pay all property taxes and assessments attributable to the Easement Area from and after the Closing Date. Buyer shall receive title free and clear of financial Liens and financial encumbrances caused by Seller, other than the lien of non -delinquent real property taxes and special assessments. 5.2 Representations and Warranties of Buyer. As a material inducement to Seller to enter into this Agreement, Buyer hereby represents and warrants to and agrees with Seller as follows: (a) Organization. Buyer is a chartered municipal corporation duly formed, validly existing under the laws of the State of California and has the full right, power and authority to enter into this Agreement, and has taken all action necessary to consummate the transactions contemplated by this Agreement. (b) Authority to Bind. This Agreement and all documents executed by Buyer which will be delivered to Seller at or prior to the Closing are, or at the time of Closing will be: (i) duly authorized, executed, and delivered by Buyer, (ii) legal, valid and binding obligations of Buyer enforceable in accordance with their terms. This Agreement and all documents executed by Buyer which will be delivered to Seller at or prior to the Closing do not, or at the time of Closing will Page 3 of 25 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 not, violate any provisions of any agreement or judicial order to which Buyer is a party or to which Buyer is subject. (c) No Bankruptcy. Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer's creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer's assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer's assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. 5.3 No other Representations or Warranties. Except for those representations and warranties expressly set forth in this Agreement, the parties understand and acknowledge that no person acting on behalf of Seller is authorized to make, and by execution hereof Buyer acknowledges that no person has made, any representation, agreement, statement, warranty, guaranty or promise regarding the Property or the transaction contemplated herein, or regarding the zoning, construction, development, physical or environmental condition or other status of the Property. ARTICLE VI ACCEPTANCE OF PROPERTY AS IS, WHERE IS; RELEASE BUYER ACKNOWLEDGES THAT IT IS A SOPHISTICATED AND EXPERIENCED PURCHASER OF REAL PROPERTY. ACCORDINGLY, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR ANY EXHIBIT ATTACHED HERETO, BUYER ACKNOWLEDGES AND AGREES THAT BUYER WILL BE CONCLUDING THE PURCHASE OF THE PROPERTY BASED SOLELY UPON SELLER'S EXPRESS REPRESENTATIONS SET FORTH IN SECTION 5.1 ABOVE AND BUYER'S INSPECTION AND INVESTIGATION OF THE PROPERTY AND THAT BUYER WILL BE PURCHASING THE PROPERTY ON AN "AS IS, WHERE IS" BASIS, WITH ALL FAULTS, LATENT AND PATENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, IS NOT HEREBY MAKING AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, EXCEPT THOSE EXPRESSLY CONTAINED IN SECTION 5.1 OF THIS AGREEMENT, ON WHICH BUYER IS RELYING AS TO ANY MATTER CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, MATTERS RELATING TO THE ZONING, LAND USE OR OTHER ENTITLEMENTS, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE EXISTENCE OF NATURAL HAZARDS, MOLD, AND/OR SOILS, SEISMIC, GEOTECHNICAL AND/OR OTHER MATTERS RELATING TO THE CONDITION OF THE PROPERTY, AND MATTERS RELATED TO THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE LAWS, ORDINANCES AND REGULATIONS, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT. BUYER ACKNOWLEDGES AND AGREES THAT (A) ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY BY OR ON BEHALF OF SELLER, WERE OBTAINED FROM A VARIETY OF SOURCES, LB) SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR Page 4 of 25 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 VERIFICATION OF SUCH INFORMATION, (C) ALL SUCH INFORMATION HAS BEEN AND SHALL BE PROVIDED SOLELY AS AN ACCOMMODATION TO BUYER, AND SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, AND (D) SELLER IS NOT, AND SHALL NOT BE, LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION OR CONDITION THEREOF, FURNISHED BY OR ON BEHALF OF SELLER OR ANY CONSULTANT, ADVISOR, ATTORNEY, REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, EXCEPT FOR THE EXPRESS REPRESENTATIONS MADE SELLER IN SECTION 5.1 ABOVE. EFFECTIVE UPON CLOSING, BUYER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ANY AND ALL ACTUAL OR POTENTIAL CLAIMS, DAMAGES, CAUSES OF ACTION, DEMANDS OR RIGHTS AGAINST SELLER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT IT NOW HAS OR THAT MAY ARISE IN THE FUTURE BECAUSE OF OR IN ANY WAY GROWING OUT OF OR CONNECTED WITH THIS AGREEMENT AND THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (i) THE CONDITION OF THE PROPERTY (ii) ANY CONDITION OF ENVIRONMENTAL CONTAMINATION OR POLLUTION AT THE PROPERTY, HOWEVER AND WHENEVER OCCURRING, INCLUDING WITHOUT LIMITATION, THE CONTAMINATION OR POLLUTION OF ANY SOILS, SUBSOIL MEDIA, SURFACE WATERS AND GROUNDWATERS AT THE PROPERTY, PETROLEUM PRODUCTS, ASBESTOS, LEAD -BASED PAINT, MOLD, AND FUNGI; (iii) TO THE EXTENT NOT ALREADY INCLUDED IN (ii) ABOVE, THE PRIOR, PRESENT OR FUTURE EXISTENCE, RELEASE OR DISCHARGE, OR THREATENED RELEASE, OF ANY HAZARDOUS MATERIALS AT THE PROPERTY, HOWEVER AND WHENEVER OCCURRING; (iv) THE VIOLATION OF, OR NON-COMPLIANCE WITH, ANY APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION ENVIRONMENTAL LAWS, NOW OR HEREAFTER IN EFFECT, HOWEVER OR WHENEVER OCCURRING (COLLECTIVELY, "CLAIMS"), EXCEPT (A) SELLER'S BREACH OF THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN SECTION 5.1 OF THIS AGREEMENT, AND (B) SELLER'S BREACH OF ANY COVENANT OR OTHER OBLIGATION CONTAINED IN THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE CLOSING. AS USED HEREIN, "SELLER PARTIES" SHALL INCLUDE SELLER AND EVERY ENTITY AFFILIATED WITH SELLER AND ALL OF ITS AND THEIR RESPECTIVE PARTNERS, MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS AND INDEPENDENT CONTRACTORS AND THE SUCCESSOR OF EACH AND EVERY ONE OF THEM. AS PART OF THE PROVISIONS OF THIS SECTION, BUT NOT AS A LIMITATION THEREON, BUYER HEREBY EXPRESSLY WAIVES ITS RIGHTS GRANTED UNDER CALIFORNIA CIVIL CODE SECTION 1542, AND ANY OTHER PROVISION OF LAW THAT PROVIDES A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT BUYER DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE EXECUTION DATE, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS Page 5 of 25 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1 C8D-48DA-BB18-57CAEBDD5AA3 AGREEMENT TO RELEASE SELLER. THE PROVISIONS OF THIS ARTICLE ARE MATERIAL AND INCLUDED AS A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO SELLER BY BUYER IN EXCHANGE FOR SELLER'S PERFORMANCE HEREUNDER. SELLER AND BUYER HAVE EACH INITIALED THIS ARTICLE TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION OF THIS ARTICLElV. BUYER'S INITIALS: SELLER'S INITIALS: r2F THE PROVISIONS OF THIS ARTICLE VI SHALL SURVIVE THE CLOSING. ARTICLE VII RELEASE RELEASE. BUYER, AS BUYER UNDER THIS AGREEMENT, MADE BY AND BETWEEN SELLER AND BUYER HEREBY GENERALLY RELEASES AND DISCHARGES SELLER AND ALL OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, REPRESENTATIVES, EMPLOYEES AND ATTORNEYS, BOTH PRESENT AND PAST, OF AND FROM ANY AND ALL CLAIMS, DEBTS, LIABILITIES, OBLIGATIONS, AND CAUSES OF ACTION OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, BASED ON, ARISING OUT OF, OR CONNECTED WITH, EITHER DIRECTLY OR INDIRECTLY, THE PROPERTY, OR TO ANY LANDLORD/TENANT RELATIONSHIP BETWEEN BUYER AND SELLER. THIS GENERAL RELEASE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, AND THE UNDERSIGNED BUYER HEREBY WAIVES ANY AND ALL RIGHTS IT MAY HAVE UNDER THE PROVISIONS OF SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, AS NOW WORDED AND AS HEREAFTER AMENDED, WHICH SECTION PRESENTLY READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. IT IS UNDERSTOOD BY THE UNDERSIGNED BUYER THAT THE FACTS WITH RESPECT TO WHICH THIS GENERAL RELEASE IS GIVEN MAY HEREAFTER TURN OUT TO BE OTHER THAN OR DIFFERENT FROM THE FACTS IN THAT CONNECTION NOW KNOWN TO IT OR BELIEVED BY IT TO BE TRUE, AND IT THEREFORE EXPRESSLY ASSUMES THE RISK OF THE FACTS TURNING OUT TO BE SO DIFFERENT AND AGREES THAT THE FOREGOING GENERAL RELEASE SHALL BE IN ALL RESPECTS EFFECTIVE AND NOT SUBJECT TO TERMINATION OR RESCISSION BY ANY SUCH DIFFERENCE IN FACTS. THIS GENERAL RELEASE SHALL BIND ALL PERSONS OR BUSINESS ENTITIES CLAIMING ANY RIGHTS UNDER OR THROUGH BUYER WHETHER AS STOCKHOLDERS OR OTHERWISE. Page 6 of 25 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 BUYER'S INITIALS: THE PROVISIONS OF THIS ARTICLE VII SHALL SURVIVE THE CLOSING. ARTICLE VIII ADMINISTRATIVE PROVISIONS 8.1 Notices. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and sent by United States mail, registered or certified mail, postage prepaid, return receipt requested, or by facsimile, or by personal delivery (by overnight courier or otherwise), and addressed as follows: If to Seller: If to Buyer: Camino Carlsbad, LLC Attn: Brett Feuerstein 9968 Hibert Street, Suite 200 San Diego, CA 92131 Email: Brett@mesacenters.com Fax No. (858) 271-5161 City of Carlsbad Real Estate Manager Attn: Curtis M. Jackson 3096 Harding Street Carlsbad, CA 92008 If such notices are sent by personal delivery (by overnight courier or otherwise), such notices, including notices of change of address for either party, or other communications shall be deemed delivered upon delivery. If sent by United States mail, registered or certified mail, postage prepaid, return receipt requested, such notices or other communications shall be deemed delivered upon delivery or refusal to accept delivery as indicated on the return receipt. 8.2 Brokers and Finders. In connection with the transactions contemplated by this Agreement (a) Seller hereby represents and warrants to Buyer that Seller has not, and shall not, incur any obligation to any third party for the payment of any broker's fee, finder's fee, commission or other similar compensation, and (b) Buyer hereby represents and warrants to Seller that Buyer has not, and shall not, incur any obligation to any broker or third party for the payment of any broker's fee, finder's fee, commission or other similar compensation. In the event of a claim for any broker's fee, finder's fee, commission or other similar compensation in connection herewith, Buyer, if such claim is based upon any agreement alleged to have been made by Buyer, hereby agrees to indemnify and hold Seller harmless from and against any and all liability, loss, cost, damage and/or expense (including, without limitation, reasonable attorneys' fees and expenses) which Seller may sustain or incur by reason of such claim, and Seller, if such claim is based upon any agreement alleged to have been made by Seller, hereby agrees to indemnify and hold Buyer harmless from and against any and all liability, loss, cost, damage and/or expense (including, without limitation, reasonable attorneys' fees and expense) which Buyer may sustain or incur by Page 7 of 25 4857-0885-546 I .8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 reason of such claim. The provisions of this Section shall survive the execution and delivery (or termination) of this Agreement, the delivery of the Deed and the transfer of title. 8.3 Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, administrators and assigns, except that neither Buyer's nor Seller's interests under this Agreement may be assigned, encumbered or otherwise transferred whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the other party which will not be unreasonably withheld or delayed. Notwithstanding the foregoing, (i) Buyer shall have the right to assign its rights under this Agreement to any entity controlled by or under common control (directly or indirectly) with Buyer which assumes Buyer's obligations hereunder in writing, provided, however, in no event shall Buyer's assignment of this Agreement relieve Buyer of any obligations under this Agreement, and (ii) Buyer and Seller shall have the right to assign its rights under this Agreement in connection with any tax deferred exchange under Internal Revenue Code Section 1031, provided, however, that in no event shall any such assignment of this Agreement relieve Buyer or Seller, as applicable, of any obligations under this Agreement. 8.4 Amendments, This Agreement may be amended or modified only by a written instrument executed by all of the parties hereto. 8.5 Continuation and Survival of Representations and Warranties. All representations and warranties by the parties contained in this Agreement or made in writing pursuant to this Agreement are intended to and shall remain true and correct as of the time of Closing, shall be deemed to be material, and shall survive the execution and delivery of this Agreement, the delivery of the Deed and transfer of title for a period of one hundred eighty (180) days following the Closing Date (the "Survival Period"). No claim for a breach of any representation or warranty of Seller will be actionable or payable if (i) Buyer does not notify Seller in writing of such breach and commence a "legal action" thereon within the Survival Period, or (ii) the breach in question results from or is based on a condition, state of facts or other matter which was actually known to Buyer prior to Closing. 8.6 Interpretation. Whenever used herein, the term "including" shall be deemed to be followed by the words "without limitation". Words used in the singular number shall include the plural, and vice versa, and any gender shall be deemed to include each other gender. The captions and headings of the Articles and Sections of this Agreement are for convenience of reference only, and shall not be deemed to define or limit the provisions hereof. 8.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, with venue in San Diego County, California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. Page 8 of 25 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1 C8D-48DA-BB18-57CAEBDD5AA3 8.8 Merger of Prior Agreements. This Agreement, including the exhibits hereto, constitutes the entire agreement between the parties with respect to the transaction contemplated hereby and supersedes all prior agreements and understandings between the parties hereto relating to the subject matter hereof. 8.9 Time of the Essence. Time is of the essence of this Agreement. 8.10 Election of Remedies. Except as otherwise provided in this Agreement, no right or remedy conferred upon Buyer or Seller in this Agreement is intended to be exclusive of any other right or remedy contained herein or now or hereafter available to Buyer or Seller at law or in equity, and every such right and remedy shall be cumulative and shall be in addition to every other right or remedy contained in this Agreement or now or hereafter available to Buyer or Seller at law or in equity. The provisions of this Section 8.10 shall survive the Closing or the earlier termination of this Agreement. 8.11 Authority. The parties signing below represent and warrant that they have the requisite authority to bind the entities on whose behalf they are signing. 8.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. 8.13 No Third Parties Benefited. This Agreement is made and entered into for the benefit of Seller and Buyer, their successors and permitted assigns, and no other person or entity shall have any rights hereunder. 8.14 Severabilitv. The invalidity or unenforceability of any one or more of the provisions of this Agreement shall not affect the validity of enforceability of any of the other provisions of this Agreement. 8.15 Exhibits and Schedules. The exhibits and schedules attached to this Agreement are hereby incorporated by reference. BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK Page 9 of 25 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1 C8D-48DA-BB18-57CAEBDD5AA3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. Seller: CAMINO CARLSBAD, LLC, a California limited liability company Buyer: Approved as to Form: By: e't ff V ulA, Brett Feuerstein, Managing Member THE CITY 0 SBAD, a Californi ail . 1 corpo . on By: Keith Blackburn, Mayor CINDIE K. MCMAHON, City Attorney By: Gina Eit,TtY*. Assistant City Attorney 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 LIST OF EXHIBITS A: Legal Description of Property B: Form of Deed C: Form of Temporary Construction Easement 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "A" (Page 1 of 3) APN 209-060-58 EXHIBIT "A" RIGHT-OF-WAY ACQUISITION AP N 209-060-58 THAT PORTION OF LOT "E" OF THE RANCHO AGUA HEDIONDA, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, STATE OF CALIFORNIA. ACCORDING TO MAP THEREOF NO. 823. FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY NOVEMBER 16, 1896, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A BRASS DISC STAMPED "LS 6215" SHOWN AS POINT NO. 105 ACCORDING TO RECORD OF SURVEY MAP NO. 17271 FILED IN THE OFFICE OF THE COUNTY RECORDER ON FEBRUARY 8. 2002 WHICH BEARS NORTH 68'14'31" WEST 7549.60 FEET FROM A BRASS DISC STAMPED "LS 6215" SHOWN AS POINT NO. 108 ACCORDING TO SAID RECORD OF SURVEY MAP: THENCE SOUTH 7054'36" EAST 2648.79 FEET TO THE SOUTHWEST CORNER OF PARCEL 4 OF A DEED IN FAVOR OF CAMINO CARLSBAD, LLC RECORDED FEBRUARY 4, 2003 AS DOC. NO. 2003-0130230 OF OFFICIAL RECORDS, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING: 1. THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 66°36'50" EAST 61.71 FEET TO THE POINT OF CUSP OF A TANGENT 55.00-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 23°23'10" WEST; 2. THENCE LEAVING SAID NORTHEASTERLY LINE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 96°34'46" A DISTANCE OF 92.71 FEET TO THE NORTHWESTERLY LINE OF SAID PARCEL 4; 3. THENCE ALONG THE NORTHWESTERLY LINE OF SAID PARCEL 4 SOUTH 29°57'56" WEST 61.71 FEET TO THE TRUE POINT OF BEGINNING. AREA = 844 SQUARE FEET. MORE OR LESS (BASED ON GROUND DISTANCES). SEE EXHIBIT "BATTACHED AND BY REFERENCE MADE A PART HEREOF. THE BEARINGS AND DISTANCES USED IN THE ABOVE DESCRIPTION ARE BASED ON THE CALIFORNIA COORDINATE SYSTEM OF 1983, ZONE 6, NAD83, EPOCH 1991.35. DIVIDE DISTANCES SHOWN BY 0.99996244 TO OBTAIN GROUND DISTANCES. EL D RIIPINEN L57942 7-19-2022 PAGE 1 OF 1 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "A" (Page 2 of 3) APN 209-060-58 EXHIBIT "B" 0 150 300 600 AT POINT #105 PER ROS 17271 CONVERGENCE ANGLE=-00'34'32.469" h COMB. SCALE FACTOR= 0.99996244 Q NGVD 29 ELEV= 45.41' CCS 83 GRID NORTH -0034'32.469" Q APN 209-060-58 LAND PER DD1 RANCHO AGUA POR. HEDIONDA OT "E„ MAP 823 LWpm olo J J ROS 6570 • 4 c., .16 °04., .y6i Cq I�Hse743- w �_ P.O.B. Q4� 9,60', t . PT 105 PER S O. COO R17271 NOS 1999466.124 BFgRNOS 4.88: E 6241021.960 4 q Np PT 108 PER—� ROS 17271 N 1999466.124 E 6241021.960 POR. LC -I POR LOT 11 CARLSBAD TRACT NO. 83-36 UNIT NO, 1 LEGEND MAP 11242 RIGHT-OF-WAY ACQUISITION (ACQ) AREA = 844 5Q. FT., MORE OR LESS TEMPORARY ACCESS EASEMENT (TCE) AREA = 1,242 SQ. FT, MORE OR LESS P.O.B. POINT OF BEGINNING T.P.O.B. TRUE POINT OF BEGINNING CONTROL POINT PER ROS 17271 El SEE EASEMENT LEGEND ON.. SHEET 2 DD1 DEED TO CAMINO CARLSBAD, LLC REC. 2/4/2003 AS DOC. NO. 2003-0130230 O.R. SHEET 1 OF 2 SHEETS 1\\\\1 /l /1 REVISED BY: DATE: DRAWN BY: KA DATE: 7-19-2022 CITY OF CARLSBAD EL CAMINO REAL STREET IMPROVEMENTS SCALE 1"-300. CHECKED BY: JR DATE: 7-19-2022 APPROVED BY: DATE: APN 209-060-58 OWNER: CAMINO CARLSBAD, LLC DOC. NO. DWG. NO. 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1 C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "A" (Page 3 of 3) APN 209-060-58 EXHIBIT "Be (SHEET 2 OF 2) PAR. 1 4.4 PM 17985 4 - El 4. PAR. ' ii, ,/ � ' -..„.......... _4N, fok.41 "° e — I*41114x `_ PPAAR 'y e6 �7 COR. 44# PER DD1 50*TCE ry S- \. CURVE TABLE CURVE NO. DELTA RADIUS LENGTH Cl 96'34'46- 55.00' 92.71' C2 9325'58- 55.00' 89.69' EASEMENT LEGEND RANCHO AGUA HEDIONDA MAP 823 POR. I CT "F" APN 209-060-58 LAND PER DD1 T E2 sev R ROB �R Hf p� \ t6B? El A TEMPORARY CONSTRUCTION EASEMENT IN FAVOR OF THE CITY OF CARLSBAD REC. 9/29/2000 AS DOC. NO. 2000-0523120 O.R. E2 5' WATER PIPELINE EASEMENT IN FAVOR OF PAUL ECKE 1/11/1954 IN BK. 5108, PG. 328 O.R. NOTE: THE RIGHT TO EXTEND DRAINAGE STRUCTURES AND EXCAVATION AND EMBANKMENT SLOPES BEYOND THE LIMITS OF THE RIGHT OF WAY OF A COUNTY HIGHWAY GRANTED IN DEED REC. 1/5/1938 IN BK. 727, PG.441 O.R. IS NOT PLOTTABLE. AT POINT 1105 PER ROS 17271 4, CONVERGENCE ANGLE=-00'34'32.469- COMB. SCALE FACTOR= 0.99996244 0 20 40 B0 NGVD 29 ELEV= 45.41' SHEET 2 OF 2 SHEETS REVISED BY: DATE: DRAWN SY: KA DATE: 7-19-2022 CITY OF CARLSBAD EL CAMINO REAL STREET IMPROVEMENTS = 40' CHECKED B'r: JR DATE: 7-19-2022 APPROVED BY: DATE: APN 209-060-58 OWNER: CAMINO CARLSBAD, LLC JOC. NO. 1AC. NO. 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1 C8D-48DA-BB18-57CAEBDD5AA3 The undersigned grantor(s) declare(s): Documentary transfer tax is $0.00 ( ) computed on full value of property conveyed, or ( ) computed on full value less value of liens and encumbrances remaining at time of sale. ( ) Unincorporated area: (x) City of Carlsbad, and EXHIBIT "C" (Page 1 of 6) APN 209-060-58 FORM OF TEMPORARY CONSTRUCTION EASEMENT RECORDING REQUESTED FOR THE BENEFIT OF THE CITY OF CARLSBAD WHEN RECORDED MAIL TO: City Clerk CITY OF CARLSBAD 1200 Carlsbad Village Drive Carlsbad, CA 92008 MAIL TAX EXEMPT STATEMENTS TO: EXEMPT SPACE ABOVE THIS LINE FOR RECORDER'S USE 209-060-58 CIP 6094 DWG No. 529-1 Assessor's Parcel No.: Project ID: Related Project ID: Related Project ID: Project Name: El Camino Real Widening from Sunny Creek Rd to Jackspar Dr. GRANT OF TEMPORARY CONSTRUCTION EASEMENT FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Camino Carlsbad, LLC the owner of real property described herein located in the City of Carlsbad, San Diego County, California hereby GRANTS to City of Carlsbad, a Municipal Corporation ("Grantee") a non-exclusive TEMPORARY CONSTRUCTION EASEMENT for the purpose of constructing the El Camino Real Widening Project, a public project (the "Project"), and gives City, its successors and assigns, including City's contractor(s), the power to perform all activities in the Easement Area that are necessary for the construction and completion of the Project, inclusive of ingress and egress, and necessary appurtenances thereto, in, over, across, along, through and under the Property and incidents thereto, but only within the bounds of said easement area (the "Easement Area") as described in Exhibit "A", consisting of two (2) pages, attached hereto and made a part hereof, and Exhibit "B" consisting of two (2) pages is attached hereto for clarity only. If any lien shall be filed against the Grantor's Property in connection with the performance of any work performed by or on behalf of the Grantee, then the Grantee shall, at its sole cost and expense, cause the lien to be discharged or bonded over within thirty (30) days following the written notice of same. Grantee shall indemnify, defend, protect and hold the Grantor harmless from and against any and all claims, expenses, liabilities, loss, damage and costs, including any actions or proceedings in connection therewith and including reasonable attorneys' fees (collectively, "Claims"), arising or resulting from work performed by or on behalf of Grantee on or about the Easement Area and/or the negligence or willful act or omission of, or the breach of this TEMPORARY CONSTRUCTION EASEMENT or any applicable laws by, Grantee or any party for which Grantee is responsible. If Grantor or Grantee hereto shall bring an action or proceeding (including, without limitation, any cross -complaint, counterclaim or third party claim) against the other by reason of the breach or alleged violation of any covenant, term or obligation hereof, or for the enforcement or interpretation of any provision of this TEMPORARY CONSTRUCTION EASEMENT, the prevailing party in such action or proceeding (as determined by a final judgment) shall be entitled to its costs and expenses of suit, including but not limited to reasonable attorneys' fees, which shall be payable whether or not such 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "C" (Page 2 of 6) APN 209-060-58 action is prosecuted to judgment. The provisions of this paragraph shall survive the termination of this TEMPORARY CONSTRUCTION EASEMENT. It is understood that said TEMPORARY CONSTRUCTION EASEMENT shall expire on the date that is two hundred seventy (270) days following the commencement of work on the Project, but in any event no later than (i) January 31, 2026, or (ii) completion of the Project, whichever occurs first. At the earlier of the expiration of the Temporary Construction Easement or completion of the Project, City shall restore the Easement Area and any other affected Property to substantially the same condition as existed before construction, unless otherwise agreed to by the Grantor, in the Grantor's sole discretion. Upon such termination, if requested by the Grantor, Grantee will execute and record a termination of easement to confirm the termination of said TEMPORARY CONSTRUCTION EASEMENT. The provisions of this paragraph shall survive the termination of this TEMPORARY CONSTRUCTION EASEMENT. (SIGNATURES ON FOLLOWING PAGE) 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 OWNER: Camino Carlsbad, LLC By: EXHIBIT "C" (Page 3 of 6) APN 209-060-58 DATED ,2024 (Sign Here) (Print Name Here) (Title) Grantee: THE CITY OF CARLSBAD, THE CITY OF CARLSBAD, a California municipal corporation a California municipal corporation By: By: Keith Blackburn, Keith Blackburn, Mayor Mayor Approved as to Form: CINDIE K. MCMAHON, City Attorney By: Assistant City Attorney CINDIE K. MCMAHON, City Attorney By: Assistant City Attorney 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1 C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "C" (Page 4 of 6) APN 209-060-58 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. ACKNOWLEDGEMENT STATE OF CALIFORNIA 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) 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "C" (Page 5 of 6) APN 209-060-58 EXHIBIT "A" LEGAL DESCRIPTION 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "C" (Page 6 of 6) APN 209-060-58 EXHIBIT "B" DEPICTION OF EASEMENT 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1 C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "B" (Page 1 of 5) APN 209-060-58 FORM OF DEED RECORDING REQUESTED FOR THE BENEFIT OF THE CITY OF CARLSBAD WHEN RECORDED MAIL TO: City Clerk CITY OF CARLSBAD 1200 Carlsbad Village Drive Carlsbad, CA 92008 MAIL TAX EXEMPT STATEMENTS TO: EXEMPT SPACE ABOVE THIS LINE FOR RECORDER'S USE The undersigned grantor(s) declare(s): Documentary transfer tax is $0.00 ( ) computed on full value of property conveyed, or ( ) computed on full value Tess value of liens and encumbrances remaining at time of sale. ( ) Unincorporated area: (x) City of Carlsbad, and Assessor's Parcel No.: 209-060-58 Project ID: CIP 6094 Related Project ID: DWG No. 529-1 Related Project ID: Project Name: El Camino Real Widening from Sunny Creek Rd to Jackspar Dr. GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Camino Carlsbad, LLC hereby GRANTS, in fee simple, to the City of Carlsbad, a Municipal Corporation, for public purposes, including but not limited to street, highway, sewer, drainage, public utilities, and public access, in, upon, over, under, along and across the same, all that real property situated in the City of Carlsbad, County of San Diego, State of California, described by the attached Exhibit "A" and depicted in Exhibit "B". Subject to: 1. Nondelinquent taxes and assessments; and 2. All matters of record or visible from an inspection of the property or which an accurate survey of the property would disclose. (SIGNATURES ON FOLLOWING PAGE) 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "B" (Page 2 of 5) APN 209-060-58 OWNER: Camino Carlsbad, LLC By: (Sign Here) (Print Name Here) (Title) DATED: , 2024 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "B" (Page 3 of 5) APN 209-060-58 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 ACKNOWLEDGEMENT ) 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) 4857-0885-5461.8 DocuSign Envelope ID: 63A75508-1C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "B" (Page 4 of 5) APN 209-060-58 EXHIBIT "A" LEGAL DESCRIPTION 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "B" (Page 5 of 5) APN 209-060-58 EXHIBIT "B" DEPICTION OF EASEMENT 4857-0885-5461.8 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 The undersigned grantor(s) declare(s): Documentary transfer tax is $0.00 ( ) computed on full value of property conveyed, or ( ) computed on full value less value of liens and encumbrances remaining at time of sale. ( ) Unincorporated area: (x) City of Carlsbad, and EXHIBIT "C" (Page 1 of 6) APN 209-060-58 FORM OF TEMPORARY CONSTRUCTION EASEMENT RECORDING REQUESTED FOR THE BENEFIT OF THE CITY OF CARLSBAD WHEN RECORDED MAIL TO: City Clerk CITY OF CARLSBAD 1200 Carlsbad Village Drive Carlsbad, CA 92008 MAIL TAX EXEMPT STATEMENTS TO: EXEMPT SPACE ABOVE THIS LINE FOR RECORDER'S USE 209-060-58 CIP 6094 DWG No. 529-1 Assessor's Parcel No.: Project ID: Related Project ID: Related Project ID: Project Name: El Camino Real Widening from Sunny Creek Rd to Jackspar Dr. GRANT OF TEMPORARY CONSTRUCTION EASEMENT FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Camino Carlsbad, LLC the owner of real property described herein located in the City of Carlsbad, San Diego County, California hereby GRANTS to City of Carlsbad, a Municipal Corporation ("Grantee") a non-exclusive TEMPORARY CONSTRUCTION EASEMENT for the purpose of constructing the El Camino Real Widening Project, a public project (the "Project"), and gives City, its successors and assigns, including City's contractor(s), the power to perform all activities in the Easement Area that are necessary for the construction and completion of the Project, inclusive of ingress and egress, and necessary appurtenances thereto, in, over, across, along, through and under the Property and incidents thereto, but only within the bounds of said easement area (the "Easement Area") as described in Exhibit "A", consisting of two (2) pages, attached hereto and made a part hereof, and Exhibit "B" consisting of two (2) pages is attached hereto for clarity only. If any lien shall be filed against the Grantor's Property in connection with the performance of any work performed by or on behalf of the Grantee, then the Grantee shall, at its sole cost and expense, cause the lien to be discharged or bonded over within thirty (30) days following the written notice of same. Grantee shall indemnify, defend, protect and hold the Grantor harmless from and against any and all claims, expenses, liabilities, Toss, damage and costs, including any actions or proceedings in connection therewith and including reasonable attorneys' fees (collectively, "Claims"), arising or resulting from work performed by or on behalf of Grantee on or about the Easement Area and/or the negligence or willful act or omission of, or the breach of this TEMPORARY CONSTRUCTION EASEMENT or any applicable laws by, Grantee or any party for which Grantee is responsible. If Grantor or Grantee hereto shall bring an action or proceeding (including, without limitation, any cross -complaint, counterclaim or third party claim) against the other by reason of the breach or alleged violation of any covenant, term or obligation hereof, or for the enforcement or interpretation of any provision of this TEMPORARY CONSTRUCTION EASEMENT, the prevailing party in such action or proceeding (as determined by a final judgment) shall be entitled to its costs and expenses of suit, including but not limited to reasonable attorneys' fees, which shall be payable whether or not such 4857-0885-5461.8 April 16, 2024 Item #6 Page 61 of 105 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "C" (Page 2 of 6) APN 209-060-58 action is prosecuted to judgment. The provisions of this paragraph shall survive the termination of this TEMPORARY CONSTRUCTION EASEMENT. It is understood that said TEMPORARY CONSTRUCTION EASEMENT shall expire on the date that is two hundred seventy (270) days following the commencement of work on the Project, but in any event no later than (i) January 31, 2026, or (ii) completion of the Project, whichever occurs first. At the earlier of the expiration of the Temporary Construction Easement or completion of the Project, City shall restore the Easement Area and any other affected Property to substantially the same condition as existed before construction, unless otherwise agreed to by the Grantor, in the Grantor's sole discretion. Upon such termination, if requested by the Grantor, Grantee will execute and record a termination of easement to confirm the termination of said TEMPORARY CONSTRUCTION EASEMENT. The provisions of this paragraph shall survive the termination of this TEMPORARY CONSTRUCTION EASEMENT. (SIGNATURES ON FOLLOWING PAGE) 4857-0885-5461.8 April 16, 2024 Item #6 Page 62 of 105 DocuSign Envelope ID: 63A755D8-1 C8D-48DA-BB18-57CAEBDD5AA3 OWNER: Camino Carlsbad, LLC By: EXHIBIT "C" (Page 3 of 6) APN 209-060-58 DATED 2024 (Sign Here) (Print Name Here) (Title) Grantee: THE CITY OF CARLSBAD, THE CITY OF CARLSBAD, a California municipal corporation a California municipal corporation By: By: Keith Blackburn, Keith Blackburn, Mayor Mayor Approved as to Form: CINDIE K. MCMAHON, City Attorney By: Assistant City Attorney CINDIE K. MCMAHON, City Attorney By: Assistant City Attorney 4857-0885-5461.8 April 16, 2024 Item #6 Page 63 of 105 DocuSign Envelope ID: 63A755D8-1 C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "C" (Page 4 of 6) APN 209-060-58 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 ACKNOWLEDGEMENT 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) 4857-0885-5461.8 April 16, 2024 Item #6 Page 64 of 105 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "C" (Page 5 of 6) APN 209-060-58 EXHIBIT "A" LEGAL DESCRIPTION 4857-0885-5461.8 April 16, 2024 Item #6 Page 65 of 105 DocuSign Envelope ID: 63A755D8-1C8D-48DA-BB18-57CAEBDD5AA3 EXHIBIT "C" (Page 6 of 6) APN 209-060-58 EXHIBIT "B" DEPICTION OF EASEMENT 4857-0885-5461.8 April 16, 2024 Item #6 Page 66 of 105