Loading...
HomeMy WebLinkAboutReso 119-20 APPROVING A PURCHASE AND SALE AGREEMENT WITH THE DUBLIN HISTORICAL PRESERVATION ASSOCIATION FOR THE ACQUISITION OF PROPERTY ON DONLON WAY AND APPROVING THE CREATION OF A NEW RESERVE FUND FOR THE ACQUISITION AND ASSOCIATED FEESReso No. 119-20, Item 4.11, Adopted 11/17/2020 Page 1 of 2 RESOLUTION NO. 119 - 20 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING A PURCHASE AND SALE AGREEMENT WITH THE DUBLIN HISTORICAL PRESERVATION ASSOCIATION FOR THE ACQUISITION OF PROPERTY ON DONLON WAY AND APPROVING THE CREATION OF A NEW RESERVE FUND FOR THE ACQUISITION AND ASSOCIATED FEES WHEREAS, Dublin Historical Preservation Association (DHPA) is the owner of the property located at 6558 Donlon Way in the City of Dublin; and WHEREAS, said property is located in Alameda County with Assessor Parcel Numbers 941-1560-010-01 and 941-1560-003-03; and WHEREAS, said property is located adjacent to Dublin Pioneer Cemetery and Dublin Historic Museums and Park; and WHEREAS, DHPA desires to sale the property to the City; and WHEREAS, the City desires to acquire this property from DHPA to preserve lands surrounding Dublin’s existing historical assets; and WHEREAS, DHPA’s corporate status with the California Secretary of State is currently dissolved; and WHEREAS, the City is unable to enter into an agreement with a dissolved entity; and WHEREAS, DHPA is aware of its current status with the California Secretary of State and is actively working to reinstate its corporate status; and WHEREAS, the City has prepared a Purchase and Sale Agreement and Joint Escrow Instructions (hereinafter the “Agreement”) in anticipation of and contingent upon DHPA reinstating its corporate status with the California Secretary of State; and WHEREAS, the Purchase and Sale Agreement and Joint Escrow Instructions will be executed once DHPA has reinstated its corporate status with the California Secretary of State and provides written documentation to that effect; and WHEREAS, DHPA desires to sell the property to the City subject to the terms and conditions contained within the Agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby approves the Purchase and Sale Agreement with the Dublin Historical Preservation Association, attached hereto as Exhibit A. BE IT FURTHER RESOLVED that the City Council appropriates $410,000 from Undesignated General Fund Reserves to fund the transaction and associated fees and creates a Reso No. 119-20, Item 4.11, Adopted 11/17/2020 Page 2 of 2 new Committed Reserve for the purchase based on the payment schedule and terms of the Agreement. BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute the Agreement once DHPA has reinstated its corporate status and make minor modifications as necessary 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 required to facilitate the land transfer and close of escrow as outlined in the Agreement. PASSED, APPROVED AND ADOPTED this 17th day of November 2020, by the following vote: AYES: Councilmembers Goel, Hernandez, Josey, Kumagai and Mayor Haubert NOES: ABSENT: ABSTAIN: ____________________________ Mayor ATTEST: ____________________________ City Clerk 1 2654674.1 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is entered into as of ______________, (the “Effective Date”), by and between the CITY OF DUBLIN, a California municipal corporation (“City”), and the Dublin Historic Preservation Association (“DHPA”), a California Domestic Nonprofit. DHPA and City are individually referred to herein as a “Party,” and collectively referred to herein as the “Parties.” RECITALS A. Dublin Historic Preservation Association is the owner of certain real property located at 6558 Donlon Way in the City of Dublin, California, designated as APNs No. 941-1560- 010-01 and No. 941-1560-003-03 (the “Property”). The Property is approximately 1.0 acre. The Property is more particularly described in Exhibit A attached hereto and incorporated herein by this reference. B. City desires to acquire the Property, located adjacent to the City’s Heritage Park and Museums, which includes four historical buildings (Murray Schoolhouse, Kolb House, Old St. Raymond Church, and Kolb Sunday School Barn) and the Dublin Pioneer Cemetery. C. City desires to acquire the Property from DHPA, and DHPA desires to convey the Property to City. Upon acquisition of the Property, City intends to devote the Property for public uses including administrative and storage space for the Parks and Community Services Department. 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, DHPA 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. 2. PURCHASE AND SALE. 2.1 Agreement to Buy and Sell. Subject to the terms and conditions set forth herein, DHPA hereby agrees to sell the Property to City, and City hereby agrees to acquire the Property from DHPA. 2.2 Purchase Price. The purchase price for the Property to be paid by City to DHPA (the “Purchase Price”) is Four Hundred Thousand Dollars ($400,000). 2.3 Payment of Purchase Price. City will pay the sum of Forty Thousand Dollar ($40,000) in immediately available funds as a down payment (“Down Payment”) on the Purchase Price on the Closing Date (defined below). The balance of the Purchase Price will be 2 2654674.1 paid in nine (9) consecutive annual installments of Forty Thousand Dollars ($40,000) each, with the first installment due on [month] [day], 2022, and with subsequent installments due on the [day] of each [month] thereafter until [month] [day], 2030, when the entire unpaid balance of the Purchase Price shall be due and payable in full. 3. ESCROW. 3.1 Escrow Account. The Parties shall open an escrow account (the “Escrow”) with North 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 DHPA 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 DHPA 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 DHPA, it will be conclusively presumed that City has approved all such items, matters or documents. 4. PROPERTY DISCLOSURE REQUIREMENTS. 4.1 Condition of Title/Preliminary Title Report. DHPA shall cause the Escrow Holder to deliver to City a Preliminary Title Report for the Property (the “Preliminary Report”) within fifteen days (15) days after the Effective Date. City shall have thirty (30) days after receipt of the Preliminary Report to approve the 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 buyer’s title policy, (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. Notwithstanding the foregoing or City’s delivery of the City Notice, the following exceptions shall be deemed disapproved by City (the “Pre-Disapproved Exceptions”): (a) any liens recorded against the Property, including any deeds of trust or other security instruments, (B) any delinquent real estate taxes or assessments, and (c) any exceptions granted by DHPA on or after the Effective Date that have not been previously 3 2654674.1 approved in writing by City. DHPA shall cause all Pre-Disapproved Exceptions to be removed from title on or before the Closing. 4.2 Due Diligence Contingency Period. City will have thirty (30) 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 the City 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 shall be done at the sole expense of the City and shall be coordinated with DHPA’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, DHPA shall provide to City copies of all reasonably available and known documents that DHPA has in its possession with respect to the Property. City hereby agrees to indemnify and hold DHPA 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 DHPA to provide certain disclosures regarding natural hazards affecting the Property. DHPA agrees to disclose to City all material information with respect to the Property and all defects therein known by DHPA, and to make all necessary disclosures required by law. DHPA 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 DHPA 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 DHPA 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 DHPA. 4.4 Occupants of the Property. DHPA shall, at no cost or expense to City, be responsible for (i) causing all occupants of the Property (if any) to vacate prior to the Closing, and (ii) for complying and/or causing compliance with all applicable laws and regulations concerning the displacement and/or relocation of all eligible persons from the Property, including without limitation, compliance with the California Relocation Assistance Law, California Government Code Section 7260, et seq., all state and local regulations implementing such laws, and all other applicable state and local laws and regulations. 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 4 2654674.1 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) DHPA 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 DHPA pursuant to this Agreement, all duly executed by DHPA. (c) City has deposited (or caused to be deposited, as the case may be) into the Escrow the Down Payment 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) DHPA's representations and warranties herein are true and correct in all material respects as of the Closing Date. (e) 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. (f) There shall be no occupants of the Property, and any former occupants shall have received all relocation assistance and benefits as required by law. (g) DHPA has performed all obligations to be performed by DHPA pursuant to this Agreement. 5.3 DHPA’s Conditions to Closing. The Close of Escrow and DHPA's obligation to sell and convey the Property to City are subject to the satisfaction of the following conditions or DHPA's written waiver (in DHPA’s sole discretion) of such conditions on or before the Closing Date: (a) City has deposited into the Escrow the Down Payment and City’s Escrow and Title Costs. (b) City has deposited into the Escrow a fully executed Acceptance of Grant Deed and all other documents to be submitted by City pursuant to this Agreement, all duly executed by City. 5 2654674.1 (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. DHPA will deliver fee simple title to City at the Closing, subject only to the Permitted Exceptions. 5.5 Deliveries at Closing. (a) Deliveries by DHPA. DHPA shall deposit into the Escrow for delivery to City at Closing: (i) a grant deed, substantially in the form of Exhibit B attached hereto and incorporated herein (the “Grant Deed”); and (ii) 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) immediately available funds in the amount of the Down Payment, and City’s share of the Escrow and title fees. (c) Closing. Upon Closing, Escrow Holder shall: (i) record the Grant Deed; (ii) disburse to DHPA the Down Payment, less DHPA’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 (iv) distribute to itself the payment of Escrow fees and expenses required hereunder. (d) Closing Costs. City and DHPA shall each be responsible for one- half of all Escrow fees (including the costs of preparing documents and instruments), recording fees, governmental conveyance fees and transfer taxes (if any). DHPA shall be responsible for the portion of 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. As the City is a public agency and is acquiring title, the transaction is exempt from transfer taxes under Revenue and Taxation Code section 11922. (e) Property Taxes. Because the City is exempt from the payment of property taxes, no proration of property taxes will be made at the Close of Escrow, and DHPA shall be responsible for all property taxes and assessments payable in connection with DHPA’s ownership of the Property. 6. REPRESENTATIONS, WARRANTIES AND COVENANTS. 6.1 DHPA’s Representations, Warranties and Covenants. In addition to the representations, warranties and covenants of DHPA contained in other sections of this Agreement, DHPA 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 DHPA’s actual knowledge any such statement becomes untrue prior to Closing, DHPA will notify City in 6 2654674.1 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. DHPA 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 DHPA, and upon delivery to and execution by City is a valid and binding agreement of DHPA. The DHPA has complied with, and is not required to take any further actions to comply with, state surplus property law requirements, DHPA property conveyance requirements, or any other legal requirements except as provided in this Agreement. (b) Encumbrances. DHPA 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. DHPA 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. (c) Other Agreements. There are no leases, purchase agreements, use agreements, or other agreements affecting the Property except those which have been disclosed by DHPA. 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 DHPA 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 DHPA 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 DHPA in writing and DHPA shall have three (3) business days thereafter to determine if DHPA 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 DHPA shall be a valid and binding agreement of City. 7 2654674.1 (b) Upon acquisition of the Property, City intends to use the Property for public purposes, including administrative and storage space for the Parks and Community Services Department . 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 DHPA’s obligation to proceed with the Closing hereunder. 7. REMEDIES In the event of a breach or default under this Agreement by DHPA, if such breach or default occurs prior to Close of Escrow, City reserves the right to either (a) seek specific performance from DHPA 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 DHPA is able to perform; or (iii) to terminate this Agreement upon written notice to DHPA, whereupon DHPA 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 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. DHPA represents that no real estate broker has been retained by DHPA in the sale of the Property or the negotiation of this Agreement. DHPA 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 DHPA’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 DHPA 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 8 2654674.1 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. 9.4 Assignment. Absent an express signed written agreement between the Parties to the contrary, neither DHPA 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 l egal, 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: 9 2654674.1 To City: City of Dublin 100 Civic Plaza Dublin, California 94568 Attn: City Manager Copy to City Attorney To DHPA: Dublin Historical Preservation Association 7172 Regional Street, #316 Dublin, CA 94568 Attn: Tim Sbrant, President, tsbranti@gmail.com Copy to DHPA Real Estate Broker Guy Houston (guyhouston@sbcglobal.net) To Escrow Holder: North American Title Company 6612 Owens Drive, Suite 100 Pleasanton, CA 94588 Attn: Evelyn Bowens-Chambers, Branch Manager, ebowens@nat.com, 925-847-9570 111 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. 9.11 Time. Time is of the essence to the performance of each and every obligation under this Agreement. 9.12 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. 9.13 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. 9.14 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 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. 10 2654674.1 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. IN WITNESS WHEREOF, this Agreement is executed by City and DHPA as of the Effective Date. 11 2654674.1 City: City of Dublin, a California municipal corporation By: Name: Linda Smith Its: City Manager By: ____________________________ Attest: ___________________________________ City Clerk Reviewed as to Form: ___________________________________ City Attorney 12 2654674.1 Dublin Historic Preservation Association: By: Name: Tim Sbranti Its: President Attest: ___________________________________ Board Member Reviewed as to Form: ___________________________________ Counsel Exhibit A EXHIBIT A LEGAL DESCRIPTION That real property located in the City of Dublin, County of Alameda, State of California, described as follows: APN 941-1560-010-01 and 941-1560-003-03 Exhibit B EXHIBIT B GRANT DEED Recording Requested by and When Recorded, Return to: City of Dublin 100 Civic Plaza Dublin, California 94568 Attn: City Clerk (SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE) EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383 Exempt from Documentary Transfer Tax Per Rev. & Tax. Code, § 11922 Governmental Agency acquiring title GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, as of _________________, 20__, the __________________ Dublin Historical Preservation Association (the “Grantor”), hereby grants to the City of Dublin, a California municipal corporation (the “Grantee”), all that real property located in the City of Dublin, County of Alameda, State of California and more particularly described in Attachment No. 1 hereto and incorporated in this grant deed (“Grant Deed”) by this reference. ________________ By: Name: Tim Sbranti Its: President Exhibit B Attachment No. 1 to Grant Deed LEGAL DESCRIPTION APN 941-1560-010-01 and 941-1560-003-03 Exhibit B Attachment No. 2 to Grant Deed CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed dated ________________, 2020 from the __________________Dublin Historic Preservation Association (“Grantor”) to the CITY OF DUBLIN (“Grantee”) is hereby accepted on behalf of the City by the undersigned officer or agent pursuant to authority conferred by resolution of the City Council adopted on __________________________, and that the City consents to recordation of the Grant Deed in the official records of Alameda County by its duly authorized officer. Dated: __________________, 2020 CITY OF DUBLIN By: ________________________________ Exhibit B 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 ) ) ss. County of ____________ ) On_____________________, 20____ before me, _____________________, a Notary Public, in and for said State and County, 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. _______________________________ NOTARY PUBLIC Exhibit B 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 ) ) ss. County of ______________ ) On_____________________, 20____ before me, _____________________, a Notary Public, in and for said State and County, 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. _______________________________ NOTARY PUBLIC 3622641.1