Minutes — Cloverdale City Council, October 8, 2025

City Council Meeting Minutes – October 8, 2025 - Page 1 of 4 124 N. Cloverdale Boulevard
Cloverdale, CA 95425
Phone: 707-894-2521
www.cloverdale.net

MINUTES

REGULAR MEETING OF THE CITY COUNCIL AND JOINT MEETING OF THE CLOVERDALE COMMUNITY

DEVELOPMENT SUCCESSOR AGENCY BOARD OF DIRECTORS
WEDNESDAY, OCTOBER 8, 2025
6:00 PM

CLOVERDALE PERFORMING ART CENTER
209 N. CLOVERDALE BOULEVARD, CLOVERDALE, CA 95425

COUNCILMEMBER MARQUEZ MAY BE PARTICIPATING REMOTELY FROM THE WESTIN LONG BEACH, 333 E OCEAN BLVD, LONG BEACH, CA 90802.

A. OPENING PUBLIC SESSION
A.1 Call to Order
Mayor Lands called the meeting to order at 6:01
A.2 Pledge of Allegiance
Mayor Lands led the Pledge of Allegiance.

A.3 Roll Call

Present: Mayor Lands, Vice Mayor Wheeler, Councilmembers: Laskey, Marquez (Remotely Participating), Morgenstern

Absent: None
A.4 Conflict of Interest Declaration
None.

A.5 Agenda Review (Changes and/or Deletions)
None.

B. PUBLIC COMMENTS
B.1 Verbal Comments
None.

B.2 Written Comments
- Public Comment – Lloyd (Attached)
C. STUDENT LIAISON REPORT
C.1 Liaison Brisa Cardenas Report
Liaison Cardenas reported.

City Council Meeting Minutes – October 8, 2025 - Page 2 of 4 D. PROCLAMATIONS
D.1 Water Professionals Week
Councilmember Laskey read the Proclamation.

Public Works Director Montanye and City Manager Thompson presented.

Recipients: Cloverdale Water and Wastewater Staff.

Staff and City Council provided comments.

D.2 Zero Waste Week
Vice Mayor Wheeler read the Proclamation.

Recipient: Leslie Lukacs, Zero Waste Sonoma Executive Director, presented.

E. PRESENTATIONS
E.1 Zero Waste Presentation
Leslie Lukacs, Zero Waste Sonoma Executive Director, presented and responded to Councilmember inquiries and comments.

F. CONSENT CALENDAR
A motion was made by Councilmember Morgenstern, seconded by Vice Mayor Wheeler, to waive reading of the text and adopt the Consent Calendar.

The motion carried by the following vote:

Yes: (5) Mayor Lands, Vice Mayor Wheeler, Councilmembers Laskey, Marquez, Morgenstern No: (0) None
Abstain: (0) None

Absent: (0) None
F.1 Consider a Resolution of the City Council of the City of Cloverdale authorizing the purchase of six replacement desktop computers for the Cloverdale police department and authorizing the amendment to the Fiscal Year 2025-26 budget in the amount of $5,716.14
ACTION: RESOLUTION ADOPTED
RESOLUTION NO. 060-2025 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF CLOVERDALE AUTHORIZING THE PURCHASE OF SIX REPLACEMENT DESKTOP

COMPUTERS FOR THE CLOVERDALE POLICE DEPARTMENT AND AUTHORIZING THE AMENDMENT TO THE FISCAL YEAR 2025-26 BUDGET IN THE AMOUNT OF $5,716.14 G. PUBLIC HEARINGS
None.

City Council Meeting Minutes – October 8, 2025 - Page 3 of 4 H. NEW BUSINESS
H.1 Request for Relief from Water/Sewer Billing – Wine Country Inn & Suites (Account #005425001)
Finance Director Holmes reported and responded to Councilmember inquiries and comments.

City Council considered a request from Wine Country Inn & Suites to adjust water/sewer charges due to leak; including authorizing partial adjustment (sewer only ~$4,298) per staff recommendation, authorize a full adjustment (~$6,572) per customer request, or deny an adjustment.

City Council discussed and provided direction to Staff.

H.2 Consider an Agreement with DLR Group in the amount of $34,000 for a cost reduction strategy study for the Cloverdale Public Safety Facility City Manager Thompson introduced the item and DLR Group representative Cusenbery presented and responded to Councilmember inquiries and comments.

Police Chief Parker addressed the Council.

A motion was made by Councilmember Laskey, seconded by Vice Mayor Wheeler, to waive reading of the text and adopt:

RESOLUTION NO. 061-2025 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF CLOVERDALE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH DLR GROUP IN THE AMOUNT OF $34,000 FOR A COST REDUCTION STRATEGY STUDY FOR THE CLOVERDALE PUBLIC SAFETY FACILITY AND AMENDING THE FISCAL YEAR 2025-26

BUDGET TO INCLUDE THE EXPENSE
The motion carried by the following vote:

Yes: (5) Mayor Lands, Vice Mayor Wheeler, Councilmembers Laskey, Marquez, Morgenstern No: (0) None
Abstain: (0) None

Absent: (0) None
H.3 Consider Approving the Purchase of 110 North Cloverdale Blvd. and 124 East 1st Street for a Total Amount not to Exceed $1,166,000, and Approving a Related Budget Amendment
City Manager Thompson introduced the item.

Real Estate Agent Terreri and laundromat owner Schmidt addressed the Council.

City Attorney Mog responded to Councilmember inquiries and comments.

The Council addressed community concerns and provided comments.

City Council Meeting Minutes – October 8, 2025 - Page 4 of 4 A motion was made by Councilmember Morgenstern, seconded by Councilmember Laskey, to waive reading of the text and adopt:

RESOLUTION NO. 062-2025 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLOVERDALE APPROVING THE PURCHASE OF 110 NORTH CLOVERDALE BLVD. AND 124 EAST 1ST STREET FOR A TOTAL AMOUNT NOT TO EXCEED $1,166,000 AND APPROVING A RELATED

BUDGET AMENDMENT
Yes: (5) Mayor Lands, Vice Mayor Wheeler, Councilmembers Laskey, Marquez, Morgenstern No: (0) None
Abstain: (0) None

Absent: (0) None
Mayor Lands provided comments.

J. COUNCILMEMBER REPORTS
Councilmember Morgenstern, Councilmember Marquez, Vice Mayor Wheeler and Mayor Lands reported.

K. LEGISLATIVE REPORTS, LETTERS OF SUPPORT/OPPOSITION
None.

K. CITY MANAGER/CITY ATTORNEY REPORTS
City Manager Thompson reported.

L. COUNCIL DIRECTION ON FUTURE AGENDA ITEMS
Councilmember Morgenstern requested a discussion item directing Staff to contact the County to inform them only one Senior Advisory Committee is needed. Councilmembers provided comments and consensus was not reached - The item will not be agendized.

Councilmember Laskey requested recognition for former Councilmember Gus Wolter. Consensus was reached - The item will be agendized for October 22, 2025.

M. ADJOURNMENT
Mayor Lands adjourned the meeting at 7:4X p.m. to the next regular meeting of the Cloverdale City Council scheduled for October 22, 2025.

APPROVED ON: October 22, 2025
_____________________
Mike Maloney, City Clerk
124 N. Cloverdale Boulevard
Cloverdale, CA 95425
Phone: 707-894-2521
www.cloverdale.net
The Cloverdale City Council welcomes public interest, attendance, and in-person participation at meetings.

Open session meetings are held in-person at the Cloverdale Performing Art Center. You may also view the live streams online: Zoom: www.zoom.us/join Meeting ID: 823 1668 4527 | Youtube:cloverdale.net/youtube ATTENTION - the meeting location has been experiencing significant technical difficulties for Livestreaming; Staff is attending to this matter, but reliability is not guaranteed to date - please attend in person.

A. OPENING PUBLIC SESSION
A.1 Call to Order
A.2 Pledge of Allegiance
A.3 Roll Call
A.4 Conflict of Interest Declaration
A.5 Agenda Review (Changes and/or Deletions)
B. PUBLIC COMMENTS
B.1 Verbal Comments
Any person wishing to speak in person on an item not listed on the agenda may do so at this time.

Pursuant to the Brown Act, the City Council is not allowed to consider issues or take action on any item not listed on the agenda. Three minutes are allotted to each speaker.

B.2 Written Comments
AGENDA

REGULAR MEETING OF THE CITY COUNCIL AND JOINT MEETING OF THE CLOVERDALE COMMUNITY

DEVELOPMENT SUCCESSOR AGENCY BOARD OF DIRECTORS
WEDNESDAY, OCTOBER 8, 2025
6:00 PM

CLOVERDALE PERFORMING ART CENTER
209 N. CLOVERDALE BOULEVARD, CLOVERDALE, CA 95425

COUNCILMEMBER MARQUEZ MAY BE PARTICIPATING REMOTELY FROM THE WESTIN LONG BEACH, 333 E OCEAN BLVD, LONG BEACH, CA 90802.
1 Public written communications sent to Council on items not listed on the agenda may be discussed at this time. Written communications to be discussed will be listed below, if any C. STUDENT LIAISON REPORT
C.1 Liaison Brisa Cardenas Report
D. PROCLAMATIONS
D.1 Water Professionals Week
Recipient: Water Division Representatives (TBD)
D.2 Zero Waste Week
Recipient: Leslie Lukacs, Zero Waste Sonoma Executive Director E. PRESENTATIONS
E.1 Zero Waste Presentation
Presenter: Leslie Lukacs, Zero Waste Sonoma Executive Director F. CONSENT CALENDAR
All items under the Consent Calendar will be considered together by one ac@on of the City Council unless any Councilmember or member of the public requests that an item be removed and considered separately.

F.1 Consider a Resolution of the City Council of the City of Cloverdale authorizing the purchase of six replacement desktop computers for the Cloverdale police department and authorizing the amendment to the Fiscal Year 2025-26 budget in the amount of $5,716.14 Staff Contact: Chief Parker
Recommended Action(s):

Adopt a Resolution Entitled: “A Resolution of the City Council of the City of Cloverdale Authorizing the Purchase of Six Replacement Desktop Computers for the Cloverdale Police Department and Authorizing the Amendment to the Fiscal year 2025-26 Budget in the Amount of $5,716.14.

G. PUBLIC HEARINGS
None.

H. NEW BUSINESS
Public Comment - Lloyd
Written Report
Proclamation - Water Professional Week 2025
Proclamation - Zero Waste Week 2025
Presentation
Agenda Report
Attachment 1 - Resolution
Attachment 2 - Exhibit A - Budget Amendment Form
2 H.1 Request for Relief from Water/Sewer Billing – Wine Country Inn & Suites (Account #005425001) Staff Contact: Susie Holmes, Finance Director
Recommended Action(s):

Consider request from Wine Country Inn & Suites to adjust water/sewer charges due to leak; authorize partial adjustment (sewer only ~$4,298) per staff recommendation, authorize full adjustment (~$6,572) per customer request, or deny adjustment.

H.2 Consider an Agreement with DLR Group in the amount of $34,000 for a cost reduction strategy study for the Cloverdale Public Safety Facility
Staff Contact: Chief Parker
Recommended Action(s):

Adopt a Resolution Entitled: “Resolution of the City Council of the City of Cloverdale authorizing the City Manager to execute an agreement with DLR Group in the amount of $34,000 for a cost reduction strategy study for the Cloverdale Public Safety Facility and amending the Fiscal Year 2025-26 Budget to include the expense.”
H.3 Consider Approving the Purchase of 110 North Cloverdale Blvd. and 124 East 1st Street for a Total Amount not to Exceed $1,166,000, and Approving a Related Budget Amendment Staff Contact: City Manager Thompson / City Attorney Mog Recommended Action(s):

Adopt a Resolution Entitled: “A Resolution of the City Council of the City Of Cloverdale Approving the Purchase of 110 North Cloverdale Blvd. and 124 East 1st Street for a Total Amount not to Exceed $1,166,000 and Approving a related Budget Amendment.

I. COUNCILMEMBER REPORTS
Councilmembers may provide verbal informational reports regarding their participation in assigned subcommittees, regional boards and commissions, Ad Hoc committees, and other community meetings or civic activities.

Agenda Report
Attachment 1 - Finance Director Memo
Attachment 2 and 3 - Wine Country Inn Correspondence
Attachment 4 - Water vs. Sewer Comparison
Agenda Report
Attachment 1 - Fee Proposal
Attachment 2 - Memo
Attachment 3 - Budget Amendment Form
Agenda Report
Attachment 1 - Resolution
Attachment 2 - Exhibit A - Counter
Attachment 3 - Exhibit B - Contract
3 J. LEGISLATIVE REPORTS, LETTERS OF SUPPORT/OPPOSITION None.

K. CITY MANAGER/CITY ATTORNEY REPORTS
Staff may provide verbal informational updates on City business, legal matters, and community activities.

L. COUNCIL DIRECTION ON FUTURE AGENDA ITEMS
Councilmembers may request placement of items on future City Council or Council SubcommiLee agendas.

Placement requires consensus of the City Council.

M. ADJOURNMENT
To the next regular meeting of the Cloverdale City Council scheduled for October 22, 2025.

IMPORTANT NOTICES REGARDING CITY COUNCIL MEETINGS
PUBLIC COMMENTS: Members of the public may provide comment on an agenda item in-person during the public comment periods. Commenters will have three (3) minutes to speak. City Council is unable to respond directly to questions or enter into dialogue with commenters. Comments may also be submitted prior to [email protected]. by 12 p.m. the day of the meeting. Submissions and supplemental attachments are considered public records pursuant to Government Code § 54957.5.

SPECIAL NEEDS ACCOMMODATIONS: In compliance with the Americans with Disabili@es Act and Title VI, if you need special assistance to par@cipate in this mee@ng, please contact the City Clerk's office at [email protected] or 707.894-1712. No@fica@on at least 72 hours prior to the mee@ng will enable the City to make reasonable accommodations are made to provide accessibility to the meeting.

AB 2449: Councilmembers par@cipate in person or teleconference methods consistent with tradi@onal provisions of the Brown Act,Government Code § 54953(b), unless the mee@ng is being held pursuant to provisions of AB 2449. If a technical issue arises with Zoom or the dial-in op@on, the mee@ng will con@nue unless it is being held pursuant to the provisions of Assembly Bill 2449.

AB 343: Any wri@ngs or documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspec@on in the City Hall offices located at 124 N. Cloverdale Blvd., Cloverdale, CA 95425 during normal business hours as provided by Assembly Bill 343.

WAIVER WARNING: If you challenge decisions/direc@ons of the City Council in court, you may be limited to raising only those issues you or someone else raised at public hearings described in this agenda, or in wriLen correspondence delivered to the City of Cloverdale, or prior to, the public hearing.

AFFIDAVIT OF POSTING
The City Clerk’s Office does hereby declare that, in accordance with California Government Code § 54954.2(a), this agenda for the above stated meeting(s) was posted at least 72 hours prior to the meeting (24 hours prior to a Special Meeting) on the outdoor bulletin board at City Hall, 124 N. Cloverdale Blvd., Cloverdale, CA, 95425 and the Cloverdale Performing Art Center, 209 N. Cloverdale Blvd., Cloverdale, CA, 95425, and online at www.cloverdale.net/agendacenter. The agenda is also available for public review at City Hall at least 24 hours in advance of the meeting.

Date posted: October 2, 2025 | Time posted: 1 p.m. | City Clerk Signature: s/Mike Maloney 4 From: James Lloyd
To: Public Comments; Todd Lands; Brian Wheeler; Mark Laskey; Andres Marquez; Marjorie Morgenstern; Planning Commission
Cc: Kevin Thompson; City Clerk; Alex Mog at Redwood
Subject: public comment re agenda item E1 for the October 7, 2025 meeting Date: Monday, October 6, 2025 12:59:48 PM
Attachments: Cloverdale - ODS Letter - 6 Oct 2025.pdf
Dear Cloverdale Planning Commission,
The California Housing Defense Fund (“CalHDF”) submits the attached public comment concerning item E1 on the agenda for the October 7, 2025 Planning Commission meeting, proposed objective design standards (“ODS”) for multifamily and mixed use development in the City of Cloverdale (“City”).

Sincerely,
James M. Lloyd
Director of Planning and Investigations
California Housing Defense Fund
[email protected]
CalHDF is grant & donation funded
Donate today - https://calhdf.org/donate/
5 Oct 6, 2025
City of Cloverdale
124 N. Cloverdale Boulevard
Cloverdale, CA 95425
By Email: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected] ; [email protected]
CC: [email protected]; [email protected]; [email protected]
Re: Proposed Objective Design Standards
Dear Cloverdale Planning Commission,
The California Housing Defense Fund (“CalHDF”) submits this letter as a public comment concerning item E1 on the agenda for the October 7, 2025 Planning Commission meeting, proposed objective design standards (“ODS”) for multifamily and mixed use development in the City of Cloverdale (“City”).

Broadly speaking, CalHDF applauds the City for implementing objective design standards.

This will help more housing projects be developed on a ministerial basis.

However, CalHDF writes to flag a specific legal issue with the proposal. In particular, the proposed ODS institute novel floor area ratio (“FAR”) maxima in certain commercial zoning districts. This is a violation of SB 330, as discussed infra.

Background - SB 330
SB 330 prohibits local agencies from reducing residential zoning capacity in affected geographies (including the City) below what was permitted on January 1, 2018, unless the City adjusts zoning capacity elsewhere within its boundaries to preserve its total residential capacity.
2201 Broadway, PH1, Oakland, CA 94612
[email protected]
6 Government Code section 66300, subdivision (b)(1) (emphasis added):

Notwithstanding any other law except as provided in subdivision (h), with respect to land where housing is an allowable use, an affected county or an affected city shall not enact a development policy, standard, or condition that would have any of the following effects:
(A) Changing the general plan land use designation, specific plan land use designation, or zoning of a parcel or parcels of property to a less intensive use or reducing the intensity ofland use within an existing general plan land use designation, specific plan land use designation, or zoning district in effect at the time of the proposed change, below what was allowed under the land use designation or zoning ordinances of the affected county or affected city, as applicable, as in effect on January 1, 2018, except as otherwise provided in clause (ii) of subparagraph (B) or subdivision (h). For purposes of this subparagraph, “reducing the intensity of land use” includes, but is not limited to, reductions to height, density, or floor area ratio, new or increased open space or lot size requirements, new or increased setback requirements, minimum frontage requirements, or maximum lot coverage limitations, or any other action that would individually or cumulatively reduce the site’s residential development capacity.

As is discussed infra, a particular provision of the proposed ODS violates these provisions of SB 330.

Proposed Residential FAR Limit in Commercial Districts
Proposed code section 18.10.080(B) Development Intensity violates SB 330. This section of code imposes new maximum FAR limits on multifamily and mixed-use development in the Downtown Commercial Zoning District, the Transportation-Oriented Development District, the Office-Residential Zoning District, and the General Commercial Zoning District.

The City’s current zoning code permits multifamily and mixed-use development in these commercial districts. The City’s current code does not impose FAR limits on multifamily and mixed-use development in the aforementioned zoning districts. In code section 18.05.040 Commercial site development standards, the floor area limits (contained in Table

18.05.040-A) only apply to commercial development within commercial zoning districts.

There is no corresponding set of controls for multifamily or mixed-use development in commercial zoning districts.

However, as discussed supra, if the City’s zoning code did not contain maximum FAR limits for multifamily or mixed-use development in these zoning districts on January 1, 2018 (or contained FAR limits higher than what is proposed), then it may not impose these new 2 of 3
7 density limits. (See Yes In My Back Yard v. City of Culver City (2023) 96 Cal.App.5th 1103, 1109 [voiding city’s newly imposed floor area ratio limits as a violation of SB 330].) Imposing a new FAR limit where none existed before is a dramatic reduction in development capacity. It is particularly inappropriate for areas near transit, such as the SMART train station. These FAR limits will diminish the potential for affordable housing development in these zoning districts.

The City should amend the proposed code to remove these FAR limits from the proposed ODS, as is required by state law.
◄►
CalHDF is pleased to see Cloverdale adopting objective design standards to facilitate ministerial approval. However, the imposition of new FAR limits on residential development in commercial districts violates SB 330, and the City should amend the proposal to remove this novel restriction on residential development.

CalHDF is a 501(c)(3) non-profit corporation whose mission includes advocating for increased access to housing for Californians at all income levels, including low-income households. You may learn more about CalHDF at www.calhdf.org.

Sincerely,
Dylan Casey
CalHDF Executive Director
James M. Lloyd
CalHDF Director of Planning and Investigations
3 of 3
8 Cloverdale City Council Student Liaison Report
October 8, 2025
By: Brisa Cardenas
Cloverdale High School-
● Free after school tutoring has begun on Tuesdays and Thursdays from 3:20-5:20 ● Students are preparing for homecoming
➢ There will be a homecoming parade on Cloverdale Boulevard starting at 4:45.

This will take place on Wednesday the 15th of October
● The homecoming game will be on Friday October 17th and the dance will follow up the next day on the 18th
● If you would like to catch a volleyball game they usually take place on Tuesday’s and Thursday evening
● The Prom Committee has begun their search for a prom venue for 2026. ● The California Scholarship Federation had their first meeting ➢ This is for students who have good academic standing
● Students in the Key Club Kiwanis are going on a trip to Six Flags on the 18th of October for Fall Rally
● FFA members have started preparing for the Opening and Closing Ceremonies which is a competitive public speaking event
● Our ASB leadership class went to Rancho Cotate High School for the annual Sonoma County ASB Conference
● Our football team is 0-2 in league, and 1-2 including non-league games. ● Our volleyball team is undefeated in league with a 4-0 record ● Our cheer team is the largest it has been in the last 3 years. ➢ 18 girls are on the cheer team this year
● The cross country team will not be hosting a home meet this year as it is their turn to not host
● CHS is starting a Safe School Ambassadors program
➢ A trainer came out and trained two staff members and 16 students. ➢ This will help create a positive and safe school environment and culture.

Jefferson Elementary-
● The PTA put together a Color Run to raise funds
● The JES Scarecrow contest coming up October 23rd
➢ They will be displayed on campus and then downtown Cloverdale 9 Washington Middle School-
● They will be hosting a student of the month pizza party this Friday the 3rd of October ● They have an awards assembly coming up which takes place at the Washington School Gym
● Bullying presentations will be given to students from 5th-8th grade by Emily Grant to prevent bullying
10 A PROCLAMATION OF THE CITY COUNCIL OF THE CITY OF CLOVERDALE DECLARING OCTOBER 4-12, 2025, WATER PROFESSIONALS APPRECIATION WEEK IN CLOVERDALE WHEREAS, water is the lifeblood of California and without safe and reliable water, no community and no sector of the economy – from high tech to manufacturing to agriculture – can thrive or expand; and WHEREAS, now more than ever, the water industry is proud of the important role our essential workers play in making sure our communities have safe and reliable drinking water; and WHEREAS, Cloverdale water professionals are responsible for the production and distribution of drinking water to more than 3600 locations in the City of Cloverdale and are responsible for the collection of wastewater produced in the City of Cloverdale; and WHEREAS, Cloverdale water professionals operate seven wells producing 410-420 million gallons of drinking water annually that is distributed by two pump stations providing eleven different storage tanks with drinking water; and
WHEREAS, Cloverdale water professionals are responsible for the collection and treatment of 200-220 million gallons of wastewater delivered by the more than 33 miles of sewer mains; and WHEREAS, the dedicated team of Two Water Operators and Two Wastewater Operators and Two Operators in training monitor all treatment facilities systems 7 days a week; and WHEREAS, providing drinking water and wastewater services is of the utmost importance in a thriving community; and
WHEREAS, we thank the devoted water professionals in Cloverdale for their continued service to our community.

NOW, THEREFORE, BE IT PROCLAIMED the City Council of the City of Cloverdale designates October 4- 12, 2025 as Water Professionals Appreciation Week in Cloverdale.

Dated: October 8, 2025
SO ORDERED:
_____________________________
Todd Lands, Mayor
11 A PROCLAMATION OF THE CITY COUNCIL OF THE CITY OF CLOVERDALE IN SUPPORT OF NORTH BAY ZERO WASTE WEEK OCTOBER 11TH THROUGH 18TH 2025 WHEREAS, the City of Cloverdale has assumed a leadership role by setting Zero Waste as a goal and adopting a Zero Waste Resolution and sets a goal of Zero Waste by 2030; and WHEREAS, each year, Zero Waste Sonoma and community partners host a one day Zero Waste Symposium as a local opportunity for industry and the public to gain insight on zero waste topics and trends, share ideas, and network; and
WHEREAS, since 2022, Zero Waste Sonoma has coordinated and promoted a week of events aimed at educating and empowering various sectors of the public to act toward zero waste; and WHEREAS, since 2022, Zero Waste Sonoma has collaborated with North Bay groups in Sonoma, Napa, and Marin Counties, and volunteers to expand these event offerings which have included clothing and produce swaps, recycling, compost and water treatment facility tours, repair and reuse fairs, litter cleanups, food waste reduction classes, environmental film screenings, and more; and WHEREAS, the City of Cloverdale along with public, private, and non-profit organizations, and community groups will be hosting zero waste events throughout the week of October 11-18.

NOW, THEREFORE, BE IT RESOLVED that I, Mayor Lands, of the City of Cloverdale, do hereby proclaim October 11th through October 18th, 2025, Zero Waste Week.

Dated: October 8, 2025
SO ORDERED:
_____________________________
Todd Lands, Mayor
12 10/2/2025 1
ZWS TRAINING 101
SEPTEMBER 25, 2019

LESLIE LUKACS

EXECUTIVE DIRECTOR
13 ZWS BACKGROUND
 ZWS is a Joint Powers Authority (JPA) formed to
implement AB 939
 Established in 1992
 Governing body is a 10-member Board of Directors
 One representative from each City and the County
14 MISSION & VISION
Zero Waste Sonoma’s mission is to empower personal action in waste reduction and materials management by
implementing practical solutions to protect our natural resources.

Our vision is an engaged and informed community with the shared goal of thriving in a sustainable region without waste.
15 OUTREACH AND EDUCATION
 Website
www.zerowastesonoma.gov
 Comprehensive topics for residents
and businesses
 Robust search function
 144,000 website visitors in 2024
 1,100 from Cloverdale
16  Events and Fairs
 171 outreach events in 2024
 10 events in Cloverdale

OUTREACH AND EDUCATION
17  Recycling Guide (English & Spanish)
 In 2025, printed 25,000 English and
13,000 Spanish Guide
 Distributed to transfer stations,
community partners, nonprofits, tribal
organizations, local businesses, and
more
 .pdf version available on
zerowastesonoma.gov website

OUTREACH AND EDUCATION
18  Spanish language outreach by Soluna Outreach
Services
 Call-in radio programming
(KBBF, Radio Lazer, La Mejor)
 Targeted outreach events
 Countywide annual Latino business
visits

OUTREACH AND EDUCATION
19 REPAIR FAIRS & FIXIT CLINICS
1 Repair Fair for each member
jurisdiction in FY 25/26
20 21
 Permanent HHW Facility at Central
 Tues-Wed for qualifying businesses
 Thurs-Sat for residents
 HHW Collection Events
 Every Tuesday, locations vary
 1-2 Saturdays per year in Sea Ranch
 HHW Rover Pick-up Service
 Every Wednesday by appointment
 Reuse Program
 “Like new” items available for reuse
to the public for free
 Paint Reprocessing in four colors

HOUSEHOLD HAZARDOUS WASTE
22 ELECTRONIC WASTE COLLECTION
E-Waste Programs
 Public E-Waste Drop-Off Locations
 Available at all 5 transfer stations
 E-Waste Recycling Events
 14 events per year, locations vary
 10 events also have free mattress
recycling
23 CalRecycle Grant – Residential Solar Panel
Collection Events
 12 events collecting over 1,000 panels
 Partner with Conservation Corps North Bay
 Panels for reuse
 Habitat for Humanity ReStore, farm, HS

SOLAR PANEL COLLECTION
24  New North County HHW Facility
 5885 Pruitt Ave, Windsor
 COAR Design Group for architectural and
engineering design
 Working with Sonoma Public
Infrastructure for a construction loan
 Possible additions
 ZWS Offices
 Hard-to-recycle item collection

NEW HHW FACILITY - WINDSOR
25 Jurisdiction
Inspection &
Enforcement
Commercial
Edible Food
Generators
Recycled Paper
Procurement
Compost/mulch
Procurement
Edible Food
Recovery
Program
Education &
Outreach
Waivers Contamination
Minimization
Hauler
Program
Collection
Services

SHORT-LIVED

CLIMATE

POLLUTANTS LAW
(SB 1383)

IN ACTION

JURISDICTION

REQUIREMENTS
26 SB 1383 COMPLIANCE
 Support Haulers
 Investigate Complaints
 Contract with Environmental Health
 Inspections
 Work with Jurisdictions
 Notices of Violation
 Citations
 Maintain Implementation Record
27 FOOD RECOVERY GRANTS
 CalRecycle $300k grant
 CalVolunteers $2.5 mill grant
 CA Youth Service Corps $1 mill
grant
 USDA grant $298.5k (food
recovery + carbon sequestration)
Picture: fresh produce boxed up for redistribution Picture: CCNB food recovery truck purchased through a grant Picture: Corpsmembers redistributing packaged food items Picture: fruit being consolidated for redistribution 28 29
Compost Hubs
• Free compost for residents, yearround
• Sonoma Ecology Center Compost
Hub
30 20
31 PROPOSED SONOMA COUNTY AIRPORT ORGANICS FACILITY
 Currently County-led project
 Completed feasibility study Dec 2022
 Environmental permitting, 30%
design
 Process up to 65,000 TPY of organics
 Solar, energy-efficient equipment,
green building materials, etc.
 ZWS to lead RFP to find composter
32 CONSTRUCTION & DEMOLITION MODEL ORDINANCE
 County of Sonoma Climate Resiliency grant
 Develop Model CD&D Ordinance
 Fund Green Halo Software for 3 years
 Collaboration with Permit Sonoma
 Launched Green Halo May 4th
 Next Steps
 Transition to using Green Halo
 Present model ordinance to City Council
33 NORTH BAY ZERO WASTE WEEK 2024
• 60+ events scheduled in
Sonoma, Marin, and Napa
• 50 community partners
• All free and open to the
public
• Estimated 2500 participants
34 10/2/2025 23
QUESTIONS?
THANK YOU!
35 City Council/Successor Agency
Agenda Item Summary Agenda Item:

Meeting Date:

F.1
October 8, 2025
Agenda Section:

Consent
Staff Contact:

Chris Parker, Chief of Police
Agenda Item Title:

A resolution of the City Council of the City of Cloverdale authorizing the purchase of six replacement desktop computers for the Cloverdale police department and authorizing the amendment to the Fiscal Year 2025-26 budget in the amount of $5,716.14.

Background:

While preparing for the phase-out of Windows 10 support, KLH discovered that the Cloverdale Police Department currently operates several desktop computers that cannot be converted to Windows 11.

Microsoft has announced that, as of October 14, 2025, Windows 10 will no longer receive support. Once support ends, these computers will no longer receive:
• Security Updates – Leaving the system vulnerable to malware, ransomware, and cyberattacks. • Technical Support – Microsoft will not provide troubleshooting or assistance for issues. • Software Updates or Fixes – New features, stability patches, and reliability improvements will no longer be released.
•
This creates a significant risk for the police department, given the sensitive nature of law enforcement operations and the management of digital evidence.

Background:

The Cloverdale Police Department relies heavily on secure digital environments for:
• Access to California Law Enforcement Telecommunications System (CLETS). • Management of reports, evidence, and case files.
• Storage and access to sensitive investigative data.
• Secure communication with regional and federal law enforcement partners.

Operating outdated, unsupported systems places this data at risk and could compromise the department’s ability to provide public safety services. Replacement of these computers ensures compliance with modern cybersecurity standards and provides continued protection of sensitive police records.

Staff recommend replacing the six non-compliant desktop computers with HP Elite Mini 800 G9 Business PCs (Intel 14-Core i5-14500, 16GB DDR5 RAM, 512GB PCIe SSD), which is consistent with the City’s IT standards. This brand and model were recommended by KLH. The purchase includes a 3-year protection plan, ensuring hardware reliability and reduced long-term maintenance costs.

Fiscal Impact:

The total cost for six units is $5,716.14 (approximately $787.00 per unit). This would be an allocation from the general fund, leaving an unreserved General Fund balance of approximately $2,319,439. 36 City Council/Successor Agency Agenda Item Summary
Meeting Date: October 8, 2025
Item No. F.1

Page 2 of 2 ends

Alternatives:

1. Approve the purchase of six replacement computers as recommended and the budget amendment.

2. Direct staff to explore alternative computer models.

3. Take no action and risk data security vulnerabilities after October 14, 2025.

Recommendation:

Staff recommend that the City Council adopt the following motion:
“Authorize the purchase of six HP Elite Mini 800 G9 desktop computers with protection plans, in the total amount of $5,716.14, for use by the Cloverdale Police Department to replace non-compliant Windows 10 systems and authorizing the amendment to the Fiscal Year 2025-26 budget in the amount of $5,716.14.” __________________________________________________________________________________ Attachments:

1. Resolution

2. Budget amendment form
37 CITY OF CLOVERDALE

CITY COUNCIL
RESOLUTION NO. ____ –2025

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLOVERDALE AUTHORIZING THE PURCHASE OF SIX

REPLACEMENT DESKTOP COMPUTERS FOR THE CLOVERDALE POLICE DEPARTMENT AND AUTHORIZING THE AMENDMENT TO THE FISCAL YEAR 2025-26 BUDGET IN THE AMOUNT OF $5,716.14 WHEREAS, The Cloverdale Police Department relies on desktop computers to access the California Law Enforcement Telecommunications System (CLETS), manage investigative reports and case files, and maintain a secure digital environment for sensitive police data; and WHEREAS, Microsoft has announced that effective October 14, 2025, Windows 10 will no longer receive security updates, technical support, or software updates, thereby creating significant security and operational risks to computers that cannot upgrade to Windows 11; and WHEREAS, Six of the Cloverdale Police Department’s existing computers are incompatible with Windows 11, cannot be upgraded, and must be replaced to maintain a secure and functional law enforcement technology environment; and
WHEREAS, Staff has identified replacement units (HP Elite Mini 800 G9 Business PCs, Intel 14-Core i5- 14500, 16GB DDR5 RAM, 512GB PCIe SSD) as compliant with City standards and suitable for law enforcement needs; and
WHEREAS, The total cost for six replacement computers, including protection plans, is $5,716.14, with funds available in the General Fund Budget for Fiscal Year 2025-2026.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cloverdale as follows:

1. The City Council hereby finds that replacing six non-compliant police computers is necessary to maintain data security, protect sensitive law enforcement records, and ensure continued compliance with cybersecurity standards.

2. The City Council authorizes the purchase of six HP Elite Mini 800 G9 desktop computers with protection plans in the amount of $5,716.14.

3. The City Manager, or their designee, is authorized to execute any required purchase agreements to complete this transaction.

IT IS HEREBY CERTIFIED that the foregoing Resolution was duly introduced and adopted at a regular meeting of the City Council of the City of Cloverdale held on the ___ day of __________, 2025, by the following vote:

Ayes: (_)
Noes: (_)

Absent: (_)
Abstaining: (_)
38 APPROVED: ATTEST:
______________________________ ____________________________________ Todd Lands, Mayor Michael Maloney, City Clerk

1. Exhibit A: Budget Amendment
39 Budget Amendment Form

REVENUES AND OTHER FINANCING SOURCES
Fund Dept Amendment
Amount

REVENUE TOTAL -

EXPENDITURES AND OTHER FINANCING USES
Fund Dept Amendment
Amount
100 30.302 5,716
EXPENDITURE TOTAL 5,716

PURPOSE
Date Date
Date Entered by Date
Prepared By
Susie Holmes
Department Head Finance Director
Date Prepared
September 25, 2025
Account Description Account No.

Police Department
Account No.

Small Tools and Equipment
Requesting Department
Account Description
City Manager
43120.000
Computer replacement
X:\Agenda Development\COUNCIL\2025 Reports\10-8-2025\Consent\PD Computer Replacement\Budget Amendment Form 40 City Council/Successor
Agency
Agenda Item Summary
Agenda Item:

Meeting Date:

H.1
October 8, 2025
Agenda Section:

New Business
Staff Contact:

Susie Holmes, Finance Director/City Treasurer
Agenda Item Title:

Request for Relief from Water/Sewer Billing – Wine Country Inn & Suites (Account #005425001) ________________________________________________________________________________________ Recommended Council Action(s):

The City received a letter from Ms. S. Patel, owner of Wine Country Inn & Suites, requesting relief from unusually high water and sewer bills totaling $16,713 for July–September 2025. Although the September invoice has not yet been received, staff included it in the review because the leak was active during that period. A plumbing invoice shows the leak was repaired on September 12, 2025. The customer requests that charges be reduced to the property’s historic average of $10,142, a reduction of $6,572. ________________________________________________________________________________________ Summary:

Wine Country Inn & Suites was billed $16,713 versus a historic average of $10,142 (difference $6,572). Sewer charges totaled $7,639 versus an average of $3,341 (overage $4,298). Water charges totaled $9,075 versus an average of $6,801 (overage $2,274). Staff notified the customer multiple times in July and August; the leak was repaired on September 12, 2025. Staff recommends that if Council grants relief, it be limited to the sewer portion only ($4,298), as the leaked water did not enter the sewer system.

Water vs Sewer Billing Comparison
Category Historic Average Billed Overage
Water 6,800.97 9,074.75 2,273.78
Sewer 3,340.80 7,638.60 4,297.80
Total 10,141.77 16,713.35 6,571.58
41 City Council/Successor Agency Agenda Item Summary
Meeting Date: October 8, 2025
Item No. H.1

Page 2 of 2 ends

________________________________________________________________________________________ Options:

1. Deny the request – no adjustment.

2. Authorize partial adjustment – sewer only (~$4,298) (Staff recommendation).

3. Authorize full adjustment to the historical average (~$6,572 reduction).

4. Direct staff to set up a payment plan.

Subcommittee Recommendation:

N/A
________________________________________________________________________________________ Budget/Financial Impact: Potential reduction in Water Enterprise revenue of up to $6,572 if full adjustment is granted; $4,298 if sewer-only adjustment is granted. ________________________________________________________________________________________ Attachments:

1. Memo from Finance Director

2. Customer Letter (Sept. 30, 2025)

3. All Out Plumbers Invoice #13092 (Sept. 12, 2025)

4. Staff Exhibit – Water vs. Sewer Billing Comparison
42 MEMORANDUM
To: Cloverdale City Council
From: Susie Holmes, Finance Director
Date: September 30, 2025
Subject: Request for Relief from Water/Sewer Billing – Wine Country Inn & Suites (Account #005425001)
Background
The City received a letter from Ms. S. Patel, owner of the Wine Country Inn & Suites, requesting relief from unusually high water and sewer bills totaling $16,713 for the July– September 2025 billing period. Although the customer has not yet received the September invoice, staff included it in this review because the leak was active during that period.

According to the plumbing invoice, the leak was repaired on September 12, 2025. The customer requests that charges be reduced to reflect the property’s average billing level.

Consumption & Billing Analysis
• Historic Average (3 months): $10,142
• Actual Billed (3 months): $16,713
• Difference: $6,572 (Customer Request for write-off)
Breakdown of charges:
• Sewer: $7,639 billed vs. $3,341 average → $4,298 overage • Water: $9,075 billed vs. $6,801 average → $2,274 overage Leak Notifications & Response
• July 14, 2025: Leak letter mailed
• August 7, 2025: Second leak letter mailed
• August 13, 2025: Door hanger delivered
• August 20, 2025: Staff spoke with property owner; repairs underway • September 12, 2025: Leak repaired (per plumber’s invoice) Water Enterprise Policy Authority
Under the City’s Water Enterprise Policy, the Finance Director may:

1. Approve a leak adjustment up to $460; or

2. Authorize a payment plan for unusually high charges.

Any adjustment above this requires City Council approval. 43 Staff Recommendation
While the customer has requested a full write-off of $6,572, staff recommends that if Council approves an adjustment, it be limited to the sewer portion only (approximately $4,298). This reflects the fact that leaked water did not enter the sewer system, whereas water costs were still incurred.

Staff also notes that granting full relief could set a precedent encouraging similar requests from other customers, limiting the City’s ability to apply consistent billing practices.

Council Action Options

1. Deny the request – no adjustment.

2. Authorize partial adjustment – sewer only (~$4,298) (Staff recommendation).

3. Authorize full adjustment – to historical average (~$6,572 reduction).

4. Direct staff to set up a payment plan.

Attachments

1. Customer Letter (Sept. 30, 2025)

2. All Out Plumbers Invoice #13092 (Sept. 12, 2025)

3. Staff Exhibit – Water vs. Sewer Billing Comparison
44 Exhibit – Water vs Sewer Billing Comparison
Category Historic Average Billed Overage
Water 6,800.97 9,074.75 2,273.78
Sewer 3,340.80 7,638.60 4,297.80
Total 10,141.77 16,713.35 6,571.58
45 46
47 Avg Billed Average Billed Average Billed Average Billed July 160 271 1,113.60 1,800.32 2,266.99 2,138.05 $ 3,380.59 $ 3,938.37 Aug 160 406 1,113.60 2,919.14 2,266.99 3,468.35 $ 3,380.59 $ 6,387.49 Sept 160 406 1,113.60 2,919.14 2,266.99 3,468.35 $ 3,380.59 $ 6,387.49 Total 480 1083 3,340.80 7,638.60 6,800.97 9,074.75 $ 10,141.77 $ 16,713.35 Difference 603 4,297.80 2,273.78 $ - $ 6,571.58
Consumption Sewer Water Total
48 City Council/Successor
Agency
Agenda Item Summary
Agenda Item:

Meeting Date:

H.2
October 8, 2025
Agenda Section:

New Business
Staff Contact:

Chris Parker, Chief of Police
Agenda Item Title:

Consider an Agreement with DLR Group in the amount of $34,000 for a cost reduction strategy study for the Cloverdale Public Safety Facility
Recommended Council Action(s):

Approve a Resolution Entitled: “Resolution of the City Council of the City of Cloverdale authorizing the City Manager to execute an agreement with DLR Group in the amount of $34,000 for a cost reduction strategy study for the Cloverdale Public Safety Facility and amending the Fiscal Year 2025-26 Budget to include the expense.”
________________________________________________________________________________________ Background:

In 2019, the architectural team completed Schematic Design for the proposed Cloverdale Police Facility, with an estimated cost of $17.2 million. Construction was anticipated for mid-2020; however, escalating construction costs have since driven projected costs significantly higher Given budget constraints, the City of Cloverdale has asked DLR Group to evaluate strategies for reducing project costs while maintaining the facility’s essential services function, including seismic resiliency and operational continuity during major emergencies such as earthquakes.

Two key documents form the basis for this request:

1. April 30, 2024 Cost Reduction Strategies Memo – DLR Group outlined preliminary strategies, including phasing of program elements, reducing or removing scope, delegating or reducing site improvements, exploring supplemental funding opportunities, and considering alternative accommodations for certain functions (e.g., off-site evidence storage, regional dispatch).

2. September 25, 2025 Fee Proposal – DLR Group provided a scope of work, workshops, deliverables, and a proposed fee of $34,000 to conduct a structured study of cost reduction strategies, including program validation workshops, development of three program scenarios, site diagrams, updated cost estimates, and preparation of council presentation materials ________________________________________________________________________________________ Summary:

The goal of this effort is to reduce project costs to a more feasible level (targeting under $12 million) while retaining the building’s role as a critical public safety facility.

Key strategies to be studied include:
• Phasing: Deferring non-essential program elements such as the Community Room or holding cells. • Scope Reductions: Exploring off-site alternatives for Property & Evidence or Dispatch. This is not recommended as we will lose functionality, continuity, and accessibility with the community. • Area Reductions: Downsizing or reconfiguring office and staff areas. 49 City Council/Successor Agency Agenda Item Summary
Meeting Date: October 8, 2025
Item No. H.2

Page 2 of 2 ends

• Site Strategies: Shifting certain public improvements (streetscape, utility, landscaping) to other projects or eliminating discretionary elements (entry plaza, monument signage). • Supplemental Funding: Researching external grant opportunities in areas like sustainability, stormwater management, and energy efficiency
The fee proposal outlines a structured timeline of 3–4 months, which includes stakeholder workshops, revised scenarios, and a detailed cost estimate. Deliverables include high-level diagrams, cost estimates, and a summary memo for Council presentation
This process will equip the city with a current, realistic cost framework and options for scaling or phasing the project while pursuing outside funding sources.
________________________________________________________________________________________ Options:

1. Reject the proposal and suspend further design work, leaving the city without a feasible plan to move the project forward.

2. Direct staff to pursue a different scope of study or negotiate reduced fees.

3. Accept the proposal and proceed with the cost reduction analysis as recommended. ________________________________________________________________________________________ Subcommittee Recommendation:

N/A
________________________________________________________________________________________ Budget/Financial Impact:

DLR Group’s fee proposal totals $34,000 (including reimbursables) Optional services, such as development of conceptual floor plans or additional presentations, would require separate authorization. Funding will come from Public Facilities Impact Fees. ________________________________________________________________________________________ Attachments:

1. Resolution

2. Fee Proposal – Cloverdale Public Safety Facility Cost Reduction Strategies (DLR Group, Sept. 25, 2025)

3. Memo – Cloverdale Police Facility Construction Cost Savings Opportunities (DLR Group, Apr. 30, 2024)

4. Budget Amendment Form
50 235 Montgomery Street, Ste. 350
San Francisco, CA 94104
September 25, 2025
Mr. Chris Parker
Cloverdale Police Chief
112 Broad Street
Cloverdale, CA 95425

RE: Fee Proposal – City of Cloverdale Public Safety Facility, Cost Reduction Strategies

Project Number: Cloverdale PSF
Dear Mr. Parker,

DLR Group is glad hear from you about the next steps for the Cloverdale Public Safety Facility project. Here is our proposal and approximate timeframe for study of cost reductions strategies for the project. We will work with you and Kevin Thompson, Cloverdale City Manager, to identify targeted strategies for cost savings, while maintaining the intent of the project.

SCOPE OF STUDY
Baseline Workshops & Presentations
• Kick-o: Meeting and Stakeholder discussions
• Program Validation—Workshop #1
• Revised Program Follow-up—Workshop #2
• Presentation of cost estimate and value engineering
• Presentation to City Council (optional)
Baseline Tasks & Deliverables
• Collection and review of past work
• Develop three program scenarios based on Workshop #1. • Revise program scenarios based on Workshop #2.
• Prepare high-level site diagrams illustrating cost reduction scenarios • Prepare cost estimate
• Prepare summary memo with program and illustration for use in city Council presentation. (optional) There are additional optional tasks DLR could undertake—such as developing conceptual floor plans, precedent studies for City Council info, etc. and those would be submitted as a separate proposal, if the need arises.

The following is a breakdown of tasks/hours for this revision:
51 DLR Standard Hourly Billing Rates
Senior Expert $350
Expert $300
Practice Leader $265
Project Leader $235
Senior Professional $205
Professional II $175
Professional $145
Professional Support $115

ARCHITECTURAL & ENGINEERING FEE SUMMARY
Task Description Discipline Lump Sum Fee Remarks
Baseline Workshops & Presentations – 1.5 months
Kick-off Meeting and Stakeholder
discussions
DLR Group 1,050
Program Validation - Workshop #1 DLR Group 1,400 half day workshop Revised Program Follow-up - Workshop #2 DLR Group 1,400 half day workshop Presentation of cost estimate and value
engineering meeting
DLR Group 750
City Council Presentation Meeting
(optional)
DLR Group T.B.D., if requested
Workshops & Presentations Subtotal 4,600
Baseline Tasks & Deliverables – 2 months
Collection and review of past work DLR Group 1,400
Develop three program scenarios based on
Workshop #1
DLR Group 4,700 Preliminary Space
Requirements
(PSR) spreadsheet
of three scenarios
Revise program scenarios based on
Workshop #2
DLR Group 1,880
Prepare high-level site diagrams illustrating
cost reduction scenarios
DLR Group 13,020 Diagrammatic level
illustrations only
Cost Estimate #1 Cumming
Group
8,000
Prepare summary memo with program and
illustration for use in City Council
presentation (optional)
DLR Group T.B.D., if requested
Tasks & Deliverables Subtotal 29,000
Reimbursables 400
Total Fees Requested $34,000
52 Exclusions/Clarifications:
1) Fee proposal is for a study of cost reduction strategies. Additional optional design tasks, such as developing conceptual floor plans, precedent studies, would be a separate fee proposal.

Please review and let us know if this is consistent with your expectations. Our objective is to make this a focused e:ort to get this done quickly and e:iciently.

Thanks again for reaching out. We’re looking forward to hearing your thoughts.

Sincerely,
DLR Group
Mallory Scott Cusenbery, AIA
Justice+Civic Design Leader | Principal
_____________________________________ ____________________ Accepting for Cloverdale Police Department Date
53 DLR Group inc.
a California corporation
18294 Sonoma Hwy
Sonoma, CA 95476
April 30, 2024
Chief Chris Parker
Coverdale Police Department
112 Broad Street
Cloverdale CA 95425
Re: Cloverdale Police Facility
Construction Cost Savings Opportunities
Dear Chief Parker:

As discussed, the City of Cloverdale is interested in input on potential strategies for reducing the construction cost of the proposed new Cloverdale Police Facility (CPF). This cost reduction exploration has been initiated with the hope of identifying alternative strategies for getting the project built. Any accurate assessment of cost savings would require a detailed analysis; however, the following memo offers a first-pass discussion of options that could be studied to explore the feasibility of reducing the facility cost.

The main question is whether it is feasible to identify a facility scope that would cost less than $12 million. To put this discussion in context, it was in early 2019 that the architectural team completed Schematic Design and prepared a cost estimate for the project. At that time, the estimated cost of construction was approximately $17.2 million, inclusive of site development costs. This estimate assumed a construction start in mid-2020; costs have escalated significantly since then, so if this estimate were prepared today, it would be significantly higher than this amount.

To build a project that is less than $12 million would require cutting the project by over 50% from the escalated 2019 cost estimate. To achieve this would require a detailed re-assessment of the scope and area assumptions that defined the 2019 design, and a discussion of the operational impacts of these changes. The following is a preliminary list of potential strategies that could contribute to this reduction, but will require further discussion:

Phasing. Some program elements can be deferred or delayed and built in phases over future years. The Community Room is an example of a discreet function not integrally tied to police operations that could be added to the building in the future. It may also be possible to defer construction of the holding cells until a future date depending on arrangements that are made for the temporary holding of in-custodies. 54 Chief Chris Parker
April 30, 2024

Page 2 ends

Removing Scope. There are some police functions that can be removed from the new building program if alternative accommodations are made. For instance, some departments have off-site Property & Evidence processing/storage. Similarly, Dispatch functions can be accommodated through mutual aid arrangements with other municipalities or combined into other existing facilities.

Area Reductions. Some program components may be able to be smaller than initially programmed. If the department has seen a reduction in staffing, or has implemented hybrid remote-work policies, some of the staff areas can be incrementally reduced in size, or stations can be converted to shared hoteling stations.

Delegating Site Scope. Significant savings can be obtained if portions of the site expenses are diverted and funded through other projects. For instance, if the South Washington Street improvements were part of a separate project—along with the associated curb/gutter/utility infrastructure—this could result in savings for the PCF. Similarly, the cost of site setbacks and stand-offs, if landscaped from a City open space funding source, could be removed from the CPF budget. Any curb/gutter/utility/right-of-way improvements that can be deferred to other concurrent projects would re-distribute the costs of these improvements.

Reduction in Site Scope. Some site improvements are discretionary, such as the entry plaza, the monument signage, etc. These can be either phased or removed from the project as a cost reduction.

Supplemental Funding. An alternative to cost cutting is to identify alternative funding sources. Some municipalities obtain grant funding for open space, storm water treatment, and other cost elements that other agencies/organizations are willing to fund through grants, if specific criteria are met. Often this criterion is in the areas of sustainability, resource management, and on-site energy generation. Further research and discussion with a fund-raising resource could offer further ideas in this category.

There are some portions of a police station design that should not be considered for removal from the project. The building must remain an essential services building, with the accompanying structural and seismic upgrades.

Ballistic protection is an essential component of the facility, and though it may be approached strategically, it should not be removed wholesale. The same applies to site security fencing.

The above ideas do not guarantee that the project can be reduced to the target amount identified. However, they offer a starting point and a significant contribution to this goal, and begin a discussion that may produce the desired objectives.

Sincerely,
Mallory
Mallory Scott Cusenbery, AIA
Justice+Civic Design Leader | Principal
[email protected]
DLR Group | RossDrulisCusenbery
o: 707-996-8448
d: 707-932-6377
55 Budget Amendment Form

REVENUES AND OTHER FINANCING SOURCES
Fund Dept Amendment
Amount

REVENUE TOTAL -

EXPENDITURES AND OTHER FINANCING USES
Fund Dept Amendment
Amount
515 00.000 34,000
EXPENDITURE TOTAL 34,000

PURPOSE
Date Date
Date Entered by Date
42150.000
Police Facility Cost Reduction Strategy
City Manager
Department Head Finance Director
Date Prepared
September 30, 2025
Account Description Account No.

Police Department
Account No.

Miscellaneous Contract Service
Requesting Department
Account Description
Prepared By
Susie Holmes
X:\Agenda Development\COUNCIL\2025 Reports\10-8-2025\New Business\PD Reduction Strategy Study\Budget Amendment Form 56 City Council
Agenda Item Summary Agenda Item:

Meeting Date:

H.3
October 8, 2025
Agenda Section:

New Business
Staff Contact:

Kevin Thompson, City Manager
Alex Mog, City Attorney
Agenda Item Title:

Consider Approving the Purchase of 110 North Cloverdale Blvd. and 124 East 1st Street for a Total Amount not to Exceed $1,166,000, and Approving a Related Budget Amendment Recommended Council Action(s):

The Saba Foundation, Inc. currently owns the parcels located at 110 N. Cloverdale Blvd. (APN 001-173-006) and 124 East 1st Street (APN 001-173-003) (collectively, the “Property”). The Property is located immediately adjacent to the Downtown Plaza. One parcel contains a large semi-improved parking lot, a vacant building facing Broad Street, and a building facing Cloverdale Blvd that is currently occupied by two tenants (a barbershop and laundromat). The second parcel consists of a narrow ally way connecting the parcel to East 1st Street.

The Property recently was put on the market, after decades of ownership by the same family. Given its unique location next to the Downtown Plaza, acquisition of the Property presents a rare opportunity for the City to control the development of the parcel, including for potential expansion of the Downtown Plaza. If the Property is sold to a third-party, it could be decades before it is available on the market again. Because of this unique opportunity, the City Council authorized the City Manager and City Attorney to make an offer on the Property. The City commissioned an appraisal of the Property by the Ward Levy Appraisal Group, Inc., a licensed and experienced appraiser. The appraisal, dated August 19, 2025, estimated the fair market value of the property to be $1,125,000.
________________________________________________________________________________________ Discussion:

The City has reached an agreement with the Saba Foundation for the City to purchase the Property for $1,100,00, slightly less than its appraised value. Future use of the parcel has not been determined, and will be the focus of future discussions by the City Council before any decisions are made. Two existing businesses occupy one of the buildings on the Property. Both businesses have leases which have expired, and are continuing on a month-to-month basis. It is anticipated that staff will return to the City Council at a future date seeking approval of new leases with these tenants pending future decisions regarding the use of the Property.
57 City Council Agenda Item Summary
Meeting Date: October 8, 2025
Item No. H.3

Page 2 of 2 ends

The Agreement between the City and the Saba Foundation has already been executed, and is included as an attachment. However, the Agreement is expressly contingent upon City Council approval. In addition, the City is still completing its due diligence for the Property, including but not limited to confirmation of the terms of the leases for the existing tenants. The City has done an inspection of the buildings on the Property to obtain a high-level understanding of their condition, but no environmental assessment of the Property or buildings is planned to be completed.

The proposed resolution would approve the purchase of the Property, authorize the City Manager to execute the relevant documents, and authorize closing escrow once all due-diligence has been completed.

Although a final use of the Property has not been determined, it is anticipated that at least a portion of the Property will be used to expand the Downtown Plaza. Accordingly, the City is paying for the Property using Quimby Act In-Lieu fees and Public Facilities Impact Fees. In the event that the Council decides at a future date to use the Property for other purposes, these Funds will be reimbursed for the expenditure.

The adopted Budget does not include funds for the purchase of the Property, and so a budget amendment is necessary to move necessary monies from fund balances into budgeted expenditures. ________________________________________________________________________________________ Options:

1. Adopt the Resolution Approving the Purchase of 110 North Cloverdale Blvd. and 124 East 1st Street for a Total Amount not to Exceed $1,166,000, and Approving a Related Budget Amendment

2. Do not adopt the Resolution.

3. Provide alternative direction to staff.
________________________________________________________________________________________ Subcommittee Recommendation:

N/A
________________________________________________________________________________________ Budget/Financial Impact:

The total cost to purchase the Property is $1,166,000. This consists of a purchase price of $1,110,000, a commission of $33,000 for the City’s broker, and $30,000 for miscellaneous closing costs (escrow fees, title insurance, etc.). Fifty percent of the purchase price will be paid for by Quimby Act In-Lieu Fees (which has a fund balance of $1,208,184.73 as of July 1, 2025), and fifty percent will be paid for by the Public Facilities Impact Fee (which has a fund balance of $1,485,227.82 as of July 1, 2025). No general fund monies will be used to purchase the Property.
________________________________________________________________________________________ Attachments:

1. Resolution Approving the Purchase of 110 North Cloverdale Blvd. and 124 East 1st Street for a Total Amount not to Exceed $1,166,000, and Approving a Related Budget Amendment 58 CITY OF CLOVERDALE

CITY COUNCIL
RESOLUTION NO. _____ – 2025

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLOVERDALE APPROVING THE PURCHASE OF 110 NORTH CLOVERDALE BLVD. AND 124 EAST 1st STREET FOR A TOTAL AMOUNT NOT TO EXCEED $1,166,000

AND APPROVING A RELATED BUDGET AMENDMENT
WHEREAS, the Saba Foundation, Inc. currently owns the parcels located at 110 N. Cloverdale Blvd. (APN 001- 173-006) and 124 East 1st Street (APN 001-173-003) (collectively, the “Property”); and WHEREAS, the Property is located immediately adjacent to the Downtown Plaza and was recently put on the market, after decades of ownership by the same family; and WHEREAS, given its unique location next to the Downtown Plaza, acquisition of the Property presents a rare opportunity for the City to control the development of the parcel, including for potential expansion of the Downtown Plaza; and
WHEREAS, the City commissioned an appraisal of the Property by the Ward Levy Appraisal Group, Inc., a licensed and experienced appraiser. The appraisal, dated August 19, 2025, estimated the fair market value of the property to be $1,125,000; and
WHEREAS, the City has reached an agreement with the Saba Foundation for the City to purchase the Property for $1,100,00, slightly less than its appraised value; and WHEREAS, the City has done an inspection of the buildings on the Property to obtain a high-level understanding of their condition, but no environmental assessment of the Property or buildings is planned to be completed; and
WHEREAS, although a final use of the Property has not been determined, it is anticipated that at least a portion of the Property will be used to expand the Downtown Plaza. Accordingly, the City is paying for the Property using Quimby Act In-Lieu fees and Public Facilities Impact Fees; and WHEREAS, the Agreement between the City and the Saba Foundation has already been executed, and is included as an attachment to the October 8 staff report. However, the Agreement is expressly contingent upon City Council approval; and
WHEREAS, the adopted Budget does not include funds for the purchase of the Property, and so a budget amendment is necessary to move necessary monies from fund balances into budgeted expenditures; and WHEREAS, the City Council desires to approve the purchase of the Property and related budget amendment.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Cloverdale does hereby declares that it:

1. Authorizes the purchase of the Property for a total amount not to exceed $1,166,000, which includes the purchase price, broker’s commission, and closing costs. 59 2. Authorizes the City Manager to negotiate and execute all documents, in a form approved by the City Attorney, that are necessary to purchase the Property, and authorizes the City Manager to close escrow on the Property once he determines all due-diligence has been completed.

3. Approves a budget amendment to transfer $583,000 from the Quimby Act In-Lieu Fee fund balance and $583,000 from the Public Facilities Impact Fee fund balance to the FY 25-26 Budget for the purchase of the Property.

The foregoing Resolution was duly introduced and adopted by the City Council of the City of Cloverdale at its regular meeting held on the 8th day of October, 2025 by the following roll call vote:

Ayes: Brigham, Councilmember Cruz, Councilmember Turner, Vice Mayor and Mayor Noes: None

Absent:

Abstain: None
APPROVED: ATTEST:
______________________________ ____________________________________ Todd Lands, Mayor Mike Maloney, City Clerk
60 SELLER COUNTER OFFER No.

May not be used as a multiple counter offer.
(C.A.R. Form SCO, Revised 12/24)
Date
This is a counter offer to the Purchase Agreement, OR Buyer Counter Offer No. , Other (“Offer”), dated , on property known as (“Property”),
between (“Buyer”)
and (“Seller”).

Buyer and Seller are referred to as the "Parties."

1. TERMS: The terms and conditions of the above referenced document are accepted subject to the following:

A. The Liquidated Damages and Arbitration of Disputes paragraphs in the Offer each require initials by all Parties. If either of those paragraphs is not initialed by all Parties, that paragraph is excluded from the final agreement unless specifically referenced for inclusion in paragraph 1D of this or another Counter Offer or an addendum.

B. Unless Otherwise Agreed or altered in another Counter Offer, down payment and loan amount(s) will be adjusted in the same proportion as in the original Offer, but the dollar amount of any initial and increased deposit and Seller credits shall remain unchanged from the original Offer.

C. Unless Otherwise Agreed or altered in another Counter Offer, if, in the original offer, the appraisal contingency amount is lower than the original offered price (e.g., the optional box is checked in the third column in paragraph 3L(2) of the RPA), then the dollar amount of any difference (“Appraisal Gap”) shall remain unchanged and be deducted from the final contract price to create the final appraisal contingency amount. (For example, if the purchase price in the offer is $1,000,000, and Buyer reduces the appraisal contingency value to $950,000, the “Appraisal Gap” is $50,000. If the purchase price is increased to $1,200,000 as a result of this counter offer, the appraisal contingency value shall be adjusted to $1,150,000 ($1,200,000 less $50,000). If the property appraises below $1,150,000, Buyer may exercise Buyer's appraisal contingency right to cancel this Agreement.) D. OTHER TERMS:

E. The following attached documents are incorporated into this Seller Counter Offer when Signed and Delivered by both Parties (if both parties do not Sign and Deliver all attached addenda, then any acceptance of this Seller Counter Offer is not valid):

Addendum No. (C.A.R. Form ADM)
Back Up Offer Addendum (C.A.R. Form BUO)
Seller License to Remain in Possession Addendum (C.A.R. Form SIP) (occupancy up to 29 days) Seller Purchase of Replacement Property (C.A.R. Form SPRP) Tenant Occupied Property Addendum (C.A.R. Form TOPA)
Residential Lease After Sale (C.A.R. Form RLAS) (occupancy for 30 or more days) Seller Intent to Exchange Addendum (C.A.R. Form SXA)
Other Other

2. EXPIRATION: This Seller Counter Offer shall be deemed revoked and the deposits, if any, shall be returned:

A. Unless by 5:00 PM on the third Day after the date this Seller Counter Offer is signed in paragraph 4 (if more than one signature, then the last signature date)(or by AM/ PM on (date)) (i) it is Signed in paragraph 5 by Buyer and (ii) a copy of the Signed Seller Counter Offer is Delivered to Seller or Seller's Authorized Agent.

B. OR If Seller withdraws this Seller Counter Offer anytime prior to Buyer's Acceptance by communicating withdrawal to Buyer or Buyer's Agent (C.A.R. Form WOO may be used).

C. OR If Seller accepts another offer prior to Buyer's Acceptance of this Seller Counter Offer.

3. MARKETING TO OTHER BUYERS: Seller has the right to continue to offer the Property for sale. Seller has the right to accept any other offer received, prior to Acceptance of this Counter Offer by Buyer as specified in 2A and 5. In such event, Seller is advised to withdraw this Seller Counter Offer before accepting another offer.

4. OFFER: SELLER MAKES THIS COUNTER OFFER ON THE TERMS ABOVE AND ACKNOWLEDGES RECEIPT OF A COPY. BY MAKING THIS COUNTER OFFER, ANY PREVIOUS OFFER OR COUNTER OFFER CAN NO LONGER BE ACCEPTED. THIS

COUNTER OFFER IS VALID REGARDLESS OF WHETHER ANY PREVIOUS OFFER OR COUNTER OFFER EXPIRED BY ITS TERMS. The terms and conditions of those documents are incorporated into this Seller Counter Offer unless Otherwise Agreed.

Seller Date
Seller Date
SCO Revised 12/24 (PAGE 1 OF 2)
SELLER COUNTER OFFER (SCO PAGE 1 OF 2)
Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 1 09/15/2025
09/10/2025 110 N. Cloverdale Blvd, Cloverdale, CA 95425 City of Cloverdale
Saba Foundation Inc.

Purchase to include 124 E. First Street, Cloverdale CA 95425 Line G(3) Seller does not agree to pay Buyer's Broker commission Line 41B(4)(B) Legally Authorized Signer is Dale Dockins, Title: Treasurer Saba Foundation Inc.

Healdsburg - Compass, 109 Mill Street Healdsburg CA 95448 7074801268 (707) 395-3863 Saba Foundation Jane & Ron Pavelka
Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 9/16/2025
11961

5. ACCEPTANCE: I/WE accept the above Seller Counter Offer (If checked SUBJECT TO THE ATTACHED BUYER COUNTER OFFER No. ) and acknowledge receipt of a Copy.

Buyer Date
Buyer Date

6. LATE ACCEPTANCE: If the date of Buyer's signature in paragraph 5 is after the expiration specified in paragraph 2A, Buyer's acceptance is only binding if Seller agrees to the late acceptance by signing below and Delivering a Copy before 5:00 PM on the third Day after the date this Seller Counter Offer is signed in paragraph 5.

I/We (Seller), ratify the acceptance and agree to all terms of this Seller Counter Offer.

Seller Date _______________
Seller Date _______________
© 2024, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®.

Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® SCO Revised 12/24 (PAGE 2 OF 2)
SELLER COUNTER OFFER (SCO PAGE 2 OF 2)
Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com City of Cloverdale
Saba Foundation Inc.

Saba Foundation
Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 12062

DISCLOSURE REGARDING

REAL ESTATE AGENCY RELATIONSHIP
(As required by the Civil Code)
(C.A.R. Form AD, Revised 12/24)
(If checked) This form is being provided in connection with a transaction for a leasehold interest exceeding one year as per Civil Code §§ 2079.13(j), (k), and (l).

When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction.

SELLER'S AGENT
A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations:

To the Seller: A Fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller.

To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above.

BUYER'S AGENT
A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. This includes a Buyer's agent under a buyer-broker representation agreement with the Buyer. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations:

To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer.

AGENT REPRESENTING BOTH SELLER AND BUYER
A real estate agent, either acting directly or through one or more salespersons and broker associates, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer.

In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer:
(a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections.

In representing both Seller and Buyer, a dual agent may not, without the express permission of the respective party, disclose to the other party confidential information, including, but not limited to, facts relating to either the Buyer's or Seller's financial position, motivations, bargaining position, or other personal information that may impact price, including the Seller's willingness to accept a price less than the listing price or the Buyer's willingness to pay a price greater than the price offered.

SELLER AND BUYER RESPONSIBILITIES
Either the purchase agreement or a separate document will contain a confirmation of which agent is representing you and whether that agent is representing you exclusively in the transaction or acting as a dual agent. Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role.

The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.

If you are a Buyer, you have the duty to exercise reasonable care to protect yourself, including as to those facts about the property which are known to you or within your diligent attention and observation.

Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change.

Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction. This disclosure form includes the provisions of §§ 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully.

Note: Real estate broker commissions are not set by law and are fully negotiable.

I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE SECOND PAGE.

Buyer Seller Landlord Tenant Date
Buyer Seller Landlord Tenant Date
Agent DRE Lic. #
Real Estate Broker (Firm)
By DRE Lic. # Date
(Salesperson or Broker-Associate, if any)
AD REVISED 12/24 (PAGE 1 OF 2)
DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 1 OF 2) Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com X City of Cloverdale
Compass 01527235
Erik Terreri 02169525
Healdsburg - Compass, 109 Mill Street Healdsburg, CA 95448 (415) 519-0706 (707) 547-3801 City of Cloverdale Erik Terreri
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C 9/10/2025
9/10/2025
Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 6391
CIVIL §§ 2079.13 - 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13. As used in this section and §§ 2079.7 and 2079.14 to 2079.24, inclusive, the following terms have the following meanings:
(a) “Agent” means a person acting under provisions of Title 9 (commencing with § 2295) in a real property transaction, and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with § 10130) of Part 1 of Division 4 of the Business and Professions Code, and under whose license a listing is executed or an offer to purchase is obtained. The agent in the real property transaction bears responsibility for that agent's salespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate functions. (b) “Buyer” means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering into a real property transaction. “Buyer” includes a vendee or lessee of real property. (c) “Commercial real property” means all real property in the state, except (1) single-family residential real property, (2) dwelling units made subject to Chapter 2 (commencing with § 1940) of Title 5, (3) a mobilehome, as defined in § 798.3, (4) vacant land, or (5) a recreational vehicle, as defined in § 799.29. (d) “Dual agent” means an agent acting, either directly or through a salesperson or broker associate, as agent for both the seller and the buyer in a real property transaction. (e) “Listing agreement” means a written contract between a seller of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer, including rendering other services for which a real estate license is required to the seller pursuant to the terms of the agreement. (f) “Seller's agent” means a person who has obtained a listing of real property to act as an agent for compensation. (g) “Listing price” is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the seller's agent. (h) “Offering price” is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. (i) “Offer to purchase” means a written contract executed by a buyer acting through a buyer's agent that becomes the contract for the sale of the real property upon acceptance by the seller. (j) “Real property” means any estate specified by subdivision (1) or (2) of § 761 in property, and includes (1) single-family residential property, (2) multiunit residential property with more than four dwelling units, (3) commercial real property, (4) vacant land, (5) a ground lease coupled with improvements, or (6) a manufactured home as defined in § 18007 of the Health and Safety Code, or a mobilehome as defined in § 18008 of the Health and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained in § 10131.6 of the Business and Professions Code. (k) “Real property transaction” means a transaction for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transaction, and includes a listing or an offer to purchase. (l) “Single-family residential property” or “single-family residential real property” means any of the following: (1) Real property improved with one to four dwelling units, including a leasehold exceeding one year's duration. (2) A unit in a residential stock cooperative, condominium, or planned unit development. (3) A mobilehome or manufactured home when offered for sale or sold through a real estate broker pursuant to § 10131.6 of the Business and Professions Code. (m) “Sell,” “sale,” or “sold” refers to a transaction for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transactions for the creation of a real property sales contract within the meaning of § 2985, and transactions for the creation of a leasehold exceeding one year's duration. (n) “Seller” means the transferor in a real property transaction and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another. “Seller” includes both a vendor and a lessor of real property. (o) “Buyer's agent” means an agent who represents a buyer in a real property transaction. (p) “Buyer-broker representation agreement” means a written contract between a buyer of real property and a buyer's agent by which the buyer's agent has been authorized by the buyer to provide services set forth in subdivision (a) of § 10131 of the Business and Professions Code for or on behalf of the buyer for which a real estate license is required pursuant to the terms of the contract. 2079.14. (a) A copy of the disclosure form specified in § 2079.16 shall be provided in a real property transaction as follows: (1) The seller's agent, if any, shall provide the disclosure form to the seller before entering into a listing agreement. (2) The buyer's agent shall provide the disclosure to the buyer as soon as practicable before the execution of a buyer-broker representation agreement and execution of the buyer's offer to purchase. If the offer to purchase is not prepared by the buyer's agent, the buyer's agent shall present the disclosure form to the buyer not later than the next business day after receiving the offer to purchase from the buyer. (b) The agent providing the disclosure form specified in § 2079.16 shall obtain a signed acknowledgement of receipt from the buyer or seller except as provided in § 2079.15. 2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to § 2079.14, the agent shall set forth, sign, and date a written declaration of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form.
2079.17(a) As soon as practicable, the buyer's agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction as the buyer's agent, or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller, the buyer, and the buyer's agent prior to or coincident with execution of that contract by the buyer and the seller, respectively. (b) As soon as practicable, the seller's agent shall disclose to the seller whether the seller's agent is acting in the real property transaction as the seller's agent, or as a dual agent representing both the buyer and seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the seller's agent prior to or coincident with the execution of that contract by the seller. (c) The confirmation required by subdivisions (a) and (b) shall be in the following form:

Seller's Brokerage Firm DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is the broker of (check one): the seller; or both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is (check one): the Seller's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is the broker of (check one): the buyer; or both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE. SAMPLE ONLY License Number ______________ Is (check one): the Buyer's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent) (d) The disclosures and confirmation required by this section shall be in addition to the disclosure required by § 2079.14. An agent's duty to provide disclosure and confirmation of representation in this section may be performed by a real estate salesperson or broker associate affiliated with that broker. 2079.18 (Repealed pursuant to AB-1289)
2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of § 2079.14 and § 2079.17 are complied with. 2079.21 (a) A dual agent may not, without the express permission of the seller, disclose to the buyer any confidential information obtained from the seller. (b) A dual agent may not, without the express permission of the buyer, disclose to the seller any confidential information obtained from the buyer. (c) “Confidential information” means facts relating to the client's financial position, motivations, bargaining position, or other personal information that may impact price, such as the seller is willing to accept a price less than the listing price or the buyer is willing to pay a price greater than the price offered. (d) This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a seller's agent from also being a buyer's agent. If a seller or buyer in a transaction chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent. 2079.23 (a) A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. (b) A lender or an auction company retained by a lender to control aspects of a transaction of real property subject to this part, including validating the sales price, shall not require, as a condition of receiving the lender's approval of the transaction, the homeowner or listing agent to defend or indemnify the lender or auction company from any liability alleged to result from the actions of the lender or auction company. Any clause, provision, covenant, or agreement purporting to impose an obligation to defend or indemnify a lender or an auction company in violation of this subdivision is against public policy, void, and unenforceable. 2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure.

Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® AD REVISED 12/24 (PAGE 2 OF 2)
DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com City of Cloverdale Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 6492

COMMERCIAL PURCHASE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
(C.A.R. Form CPA, Revised 6/25)
Date Prepared:

1. OFFER:

A. THIS IS AN OFFER FROM (“Buyer”).

Individual(s), A Corporation, A Partnership, An LLC, Other .

B. THE PROPERTY to be acquired is , situated
in (City), (County), California, (Zip Code),
Assessor's Parcel No(s). (“Property”).
(Postal/Mailing address may be different from city jurisdiction. Buyer is advised to investigate.) C. THE TERMS OF THE PURCHASE ARE SPECIFIED BELOW AND ON THE FOLLOWING PAGES.

D. Buyer and Seller are referred to herein as the "Parties." Brokers and Agents are not Parties to this Agreement.

2. AGENCY:

A. DISCLOSURE: The Parties each acknowledge receipt of a “Disclosure Regarding Real Estate Agency Relationship” (C.A.R.

Form AD) if represented by a real estate licensee. Buyer's Agent is not legally required to give to Seller's Agent the AD form Signed by Buyer. Seller's Agent is not legally obligated to give to Buyer's Agent the AD form Signed by Seller.

B. CONFIRMATION: The following agency relationships are hereby confirmed for this transaction.

Seller's Brokerage Firm License Number
Is the broker of (check one): the Seller; or both the Buyer and Seller (Dual Agent).

Seller's Agent License Number
Is (check one): the Seller's Agent (Salesperson or broker associate); or both the Buyer's and Seller's Agent (Dual Agent).

Buyer's Brokerage Firm License Number
Is the broker of (check one): the Buyer; or both the Buyer and Seller (Dual Agent).

Buyer's Agent License Number
Is (check one): the Buyer's Agent (Salesperson or broker associate); or both the Buyer's and Seller's Agent (Dual Agent).

C. More than one Brokerage represents Seller, Buyer. See, Additional Broker Acknowledgement (C.A.R. Form ABA).

D. POTENTIALLY COMPETING BUYERS AND SELLERS: The Parties each acknowledge receipt of a “Possible Representation of More than One Buyer or Seller - Disclosure and Consent” (C.A.R. Form PRBS).

3. TERMS OF PURCHASE AND ALLOCATION OF COSTS: The items in this paragraph are contractual terms of the Agreement.

Referenced paragraphs provide further explanation. This form is 17 pages. The Parties are advised to read all 17 pages.

Para # Paragraph Title or Contract
Term
Terms and Conditions Additional Terms
A 5, 5B (cash) Purchase Price $ All Cash
B Close Of Escrow (COE) Days after Acceptance
OR on (date)
C 40A Expiration of Offer 3 calendar days after all Buyer Signature(s) or (date) at 5PM or AM/ PM
D(1) 5A(1) Initial Deposit Amount $ ( % of purchase price) (% number above is for calculation purposes
and is not a contractual term)
within 3 (or ) business days
after Acceptance by wire transfer
OR
D(2) 5A(2) Increased Deposit See attached Increased Deposit Addendum (C.A.R. Form IDA) E(1) 5C(1) Loan Amount(s): First
Interest Rate
Points
$ ( % of purchase price)
Fixed rate or Initial adjustable rate,
● not to exceed %
● Buyer to pay up to points to obtain rate
above
Conventional or, if checked,
Seller Financing
Assumed Financing
Subject To Financing
Other:

E(2) 5C(2) Additional Financed Amount
Interest Rate
Points
$ ( % of purchase price)
Fixed rate or Initial adjustable rate
● not to exceed %
● Buyer to pay up to points to obtain rate
above
Conventional or, if checked,
Seller Financing
Assumed Financing
Subject To Financing
Other:

E(3) 7A Occupancy Type Investment OR
F 5D Balance of Down Payment $
PURCHASE PRICE TOTAL $

G SELLER PAYMENT TO COVER BUYER EXPENSES AND COSTS
G(1) 5E Seller Credit to Buyer $ For closing costs
G(2) ADDITIONAL SELLER CREDIT TERMS (does not include buyer broker compensation):
© 2024, California Association of REALTORS®, Inc.

CPA REVISED 6/25 (PAGE 1 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 1 OF 17) Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com September 10, 2025
City of Cloverdale
X Public Agency
110 N Cloverdale Blvd and 124 E First Street
Cloverdale Sonoma 95425
001-173-003-000 and 001-173-006-000
Compass 01527235
X
Ron Pavelka 01476514
X
Compass 01527235
X
Erik Terreri 02169525
X
X
1,100,000.00 X
X 45
33,000.00 3.00 7
X Other
1,067,000.00
1,100,000.00
Healdsburg - Compass, 109 Mill Street Healdsburg, CA 95448 (415) 519-0706 (707) 547-3801 City of Cloverdale Erik Terreri
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 6593
Property Address: Date:

G(3) 21A Seller Payment for Buyer's
Obligation to compensate Buyer's
Broker
Seller agrees to pay to Buyer's Broker, out of the transaction proceeds, % of the final purchase price AND, if applicable $ OR,
if checked $ .

H(1) 5B Verification of All Cash (sufficient
funds)
Attached to the offer or 3 (or ) Days
after Acceptance
H(2) 6A Verification of Down Payment and
Closing Costs
Attached to the offer or 3 (or ) Days
after Acceptance
H(3) 6B Verification of Loan Application Attached to the offer or 3 (or ) Days after Acceptance
Prequalification Preapproval
I Intentionally Left Blank
J 19 Final Verification of Condition 5 (or ) Days prior to COE K 26 Assignment Request 17 (or ) Days after Acceptance

L CONTINGENCIES TIME TO REMOVE CONTINGENCIES CONTINGENCY REMOVED L(1) 8A Loan(s) 17 (or ) Days after Acceptance No loan contingency L(2) 8B Appraisal: Appraisal contingency
based upon appraised value at a
minimum of purchase price or
$
17 (or ) Days after Acceptance No appraisal contingency Removal of appraisal contingency
does not eliminate appraisal
cancellation rights in FVAC.

L(3) 8C, 15 Investigation of Property 17 (or ) Days after Acceptance Informational Access to Property 17 (or ) Days after Acceptance REMOVAL OR WAIVER OF Buyer's right to access the Property for informational purposes only is NOT a contingency and does NOT create additional cancellation rights for Buyer.

CONTINGENCY:

L(4) 8D Insurance 17 (or ) Days after Acceptance
L(5) 8E, 17A Review of Seller Documents 17 (or ) Days after Acceptance, or 5 Days after Delivery, whichever is later
L(6) 8F, 16A Preliminary ("Title") Report 17 (or ) Days after Acceptance, or 5 Days after Delivery, whichever is later
L(7) 8G, 11D Common Interest Disclosures
Per by Civil Code § 4525 or this
Agreement
17 (or ) Days after Acceptance, or 5 Days
after Delivery, whichever is later CR attached
L(8) 8H, 9B(6) Review of leased or liened items
(E.g. solar panels or propane tanks)
17 (or ) Days after Acceptance, or 5 Days
after Delivery, whichever is later
L(9) 8K Sale of Buyer's Property
Sale of Buyer's property is not a
contingency, UNLESS checked here:

C.A.R. Form COP attached
M Possession Time for Performance Additional Terms
M(1) Vacant Units;
Tenant Occupied Units being
delivered subject to tenant rights
Upon notice of recordation
On COE date Tenant Occupied Unit(s) to be
delivered vacant (#s )
M(2) 7D Seller Occupied Units to be
delivered vacant
Upon Notice or recordation, OR 6 PM or
AM/ PM
COE date or, if checked below,
days after COE (29 or fewer days)
days after COE (30 or more days)
C.A.R. Form SIP attached if 29
or fewer days. C.A.R. Form CL
attached if 30 or more days.

N Documents/Fees/Compliance Time for Performance
N(1) 17A Seller Delivery of Documents 7 (or ) Days after Acceptance N(2) 22B Sign and return Escrow Holder
General Provisions, Supplemental
Instructions
5 (or ) Days after Delivery
N(3) 11D(2) Time to pay fees for ordering HOA
Documents
3 (or ) Days after Acceptance
N(4) 10B(1) Install smoke alarm(s), CO
detector(s), water heater bracing
7 (or ) Days after Acceptance
N(5) 36 Evidence of representative authority 3 Days after Acceptance O Intentionally Left Blank
P Items Included and Excluded
P(1) 9 Items Included - All items specified in Paragraph 9B are included and the following, if checked:
. . .

CPA REVISED 6/25 (PAGE 2 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 2 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 X 3.000
7 7
21 X
X
30 30
21 21
21 21
21 City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 6694
Property Address: Date:

P(2) 9 Excluded Items:
; ; ;
Q Allocation of Costs
Para # Item Description Who Pays (if Both is checked, cost to be split equally unless Otherwise Agreed)
Additional Terms
Q(1) 10A Natural Hazard Zone Disclosure
Report, including tax information
Buyer Seller Both Environmental
Other
Provided by:

Q(2) 15B(1)(D) Environmental Survey Buyer Seller Both
Q(3) Report Buyer Seller Both
Q(4) Report Buyer Seller Both
Q(5) 10B(1) Smoke alarms, CO detectors, water
heater bracing
Buyer Seller Both
Q(6) 10A, 10B(2) Government Required Point of Sale
inspections, reports
Buyer Seller Both
Q(7) 10B(2) Government Required Point of Sale
corrective/remedial actions
Buyer Seller Both
Q(8) 22B Escrow Fees Buyer Seller Both
Each to pay their own fees
Escrow Holder:

Q(9) 16 Owner's title insurance policy Buyer Seller Both Title Company (If different from Escrow Holder):

Q(10) Buyer's Lender title insurance policy Buyer Unless Otherwise Agreed, Buyer shall purchase any title insurance
policy insuring Buyer's lender.

Q(11) County transfer tax, fees Buyer Seller Both
Q(12) City transfer tax, fees Buyer Seller Both
Q(13) 11D(2) HOA fee for preparing disclosures Seller
Q(14) HOA certification fee Buyer
Q(15) HOA transfer fees Buyer Seller Both Unless Otherwise Agreed, Seller shall pay for separate HOA moveout fee and Buyer shall pay for separate move-in fee. Applies if
separately billed or itemized with
cost in transfer fee.

Q(16) Private transfer fees Seller, or if checked, Buyer Both Q(17) 10B(4) Installation of safety features, required
by law
Buyer Seller Both
Q(18) fees or costs Buyer Seller Both
R 12 Additional Tenancy Documents: Income and Expense Statements Tenant Estoppel Certificate S OTHER TERMS:

4. PROPERTY ADDENDA AND ADVISORIES: (check all that apply) A. PROPERTY TYPE ADDENDA: This Agreement is subject to the terms contained in the Addenda checked below:

Probate Agreement Purchase Addendum (C.A.R. Form PA-PA) Residential Units Purchase Addendum (RU-PA) Other
B. OTHER ADDENDA: This Agreement is subject to the terms contained in the Addenda checked below:

Addendum # (C.A.R. Form ADM) Assumed Financing Addendum (C.A.R. Form AFA) Back Up Offer Addendum (C.A.R. Form BUO) Short Sale Addendum (C.A.R. Form SSA) Court Confirmation Addendum (C.A.R. Form CCA) Seller Intent to Exchange Addendum (C.A.R. Form SXA) Septic, Well, Property Monument and Propane Addendum (C.A.R. Form SWPI) Buyer Intent to Exchange Addendum (C.A.R. Form BXA)
Other Other
CPA REVISED 6/25 (PAGE 3 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 3 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 X
Seller's Choice
X
X
X Don Mackay,
First American Title
X
X
X
X
The Cloverdale City Council (in closed session on 7/23/25 and on 8/27.25) has authorized the City Manager to make the offer to purchase. City Council will need to approve negotiated terms in open session of a City Council meeting. Buyer shall not order or obtain a Phase 2 inspection of the property without the express written consent of SABA Foundation, Inc.

City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 6795
Property Address: Date:

C. BUYER AND SELLER ADVISORIES: (Note: All Advisories below are provided for reference purposes only and are not intended to be incorporated into this Agreement.)
Buyer's Investigation Advisory (C.A.R. Form BIA) Fair Housing and Discrimination Advisory (C.A.R. Form FHDA) Wire Fraud Advisory (C.A.R. Form WFA) Cal. Consumer Privacy Act Advisory (C.A.R. Form CCPA) (Parties may also receive a privacy disclosure from their own Agent.) Wildfire Disaster Advisory (C.A.R. Form WFDA) Statewide Buyer and Seller Advisory (C.A.R. Form SBSA) Trust Advisory (C.A.R. Form TA) Probate Advisory (C.A.R. Form PA) REO Advisory (C.A.R. Form REO) Other:

Other: Other:

5. ADDITIONAL TERMS AFFECTING PURCHASE PRICE: Buyer represents that funds will be good when deposited with Escrow Holder.

A. DEPOSIT:
(1) INITIAL DEPOSIT: Buyer shall deliver deposit directly to Escrow Holder. If a method other than wire transfer is specified in paragraph 3D(1) and such method is unacceptable to Escrow Holder, then upon notice from Escrow Holder, delivery shall be by wire transfer.
(2) RETENTION OF DEPOSIT: Paragraph 37, if initialed by all Parties or otherwise incorporated into this Agreement, specifies a remedy for Buyer's default. Buyer and Seller are advised to consult with a qualified California real estate attorney: (i) Before adding any other clause specifying a remedy (such as release or forfeiture of deposit or making a deposit non-refundable) for failure of Buyer to complete the purchase. Any such clause shall be deemed invalid unless the clause independently satisfies the statutory liquidated damages requirements set forth in the Civil Code; and (ii) Regarding possible liability and remedies if Buyer fails to deliver the deposit.

B. ALL CASH OFFER: If an all cash offer is specified in paragraph 3A, no loan is needed to purchase the Property. This Agreement is NOT contingent on Buyer obtaining a loan. Buyer shall, within the time specified in paragraph 3H(1), Deliver written verification of funds sufficient for the purchase price and closing costs.

C. LOAN(S):
(1) FIRST LOAN: This loan will provide for conventional financing UNLESS Seller Financing (C.A.R. Form SFA), Subject To Financing, Assumed Financing, or Other is checked in paragraph 3E(1). (2) ADDITIONAL FINANCED AMOUNT: If an additional financed amount is specified in paragraph 3E(2), that amount will provide for conventional financing UNLESS Seller Financing (C.A.R. Form SFA), Subject To Financing, Assumed Financing, or Other is checked in paragraph 3E(2).
(3) BUYER'S LOAN STATUS: Buyer authorizes Seller and Seller's Authorized Agent to contact Buyer's lender(s) to determine the status of any Buyer's loan specified in paragraph 3E, or any alternate loan Buyer pursues, whether or not a contingency of this Agreement. If the contact information for Buyer's lender(s) is different from that provided under the terms of paragraph 6B, Buyer shall Deliver the updated contact information within 1 Day of Seller's request. (4) ASSUMED OR SUBJECT TO FINANCING: Seller represents that Seller is not delinquent on any payments due on any loans. If the Property is acquired subject to an existing loan, Buyer and Seller are advised to consult with legal counsel regarding the ability of an existing lender to call the loan due, and the consequences thereof. (5) Buyer shall, within the time specified in paragraph 3E(1), Deliver to Seller written notice (C.A.R. Form RR or AEA) (i) of any lender requirements that Buyer requests Seller to pay for or otherwise correct or (ii) that there are no lender requirements.

D. BALANCE OF PURCHASE PRICE (DOWN PAYMENT, paragraph 3F) (including all-cash funds) to be deposited with Escrow Holder pursuant to Escrow Holder instructions.

E. LIMITS ON CREDITS TO BUYER: Any credit to Buyer as specified in paragraph 3G(1) or Otherwise Agreed, from any source, for closing or other costs that is agreed to by the Parties (“Contractual Credit”) shall be disclosed to Buyer's lender, if any, and made at Close Of Escrow. If the total credit allowed by Buyer's lender (“Lender Allowable Credit”) is less than the Contractual Credit, then (i) the Contractual Credit from Seller shall be reduced to the Lender Allowable Credit, and (ii) in the absence of a separate written agreement between the Parties, there shall be no automatic adjustment to the purchase price to make up for the difference between the Contractual Credit and the Lender Allowable Credit.

6. ADDITIONAL FINANCING TERMS:

A. VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS: Written verification of Buyer's down payment and closing costs, within the time specified in paragraph 3H(2) may be made by Buyer or Buyer's lender or loan broker pursuant to paragraph 6B.

B. VERIFICATION OF LOAN APPLICATIONS: Buyer shall Deliver to Seller, within the time specified in paragraph 3H(3) a letter from Buyer's lender or loan broker stating that, based on a review of Buyer's written application and credit report, Buyer is prequalified or preapproved for any NEW loan specified in paragraph 3E. If any loan specified in paragraph 3E is an adjustable rate loan, the prequalification or preapproval letter shall be based on the qualifying rate, not the initial loan rate.

C. BUYER STATED FINANCING: Seller is relying on Buyer's representation of the type of financing specified (including, but not limited to, as applicable, all cash, amount of down payment, or contingent or non-contingent loan). Seller has agreed to a specific closing date, purchase price, and to sell to Buyer in reliance on Buyer's specified financing. Buyer shall pursue the financing specified in this Agreement, even if Buyer also elects to pursue an alternative form of financing. Seller has no obligation to cooperate with Buyer's efforts to obtain any financing other than that specified in this Agreement but shall not interfere with closing at the purchase price on the COE date (paragraph 3B) even if based upon alternate financing. Buyer's inability to obtain alternate financing does not excuse Buyer from the obligation to purchase the Property and close escrow as specified in this Agreement.

7. CLOSING AND POSSESSION:

A. OCCUPANCY: Buyer intends to occupy the Property as indicated in paragraph 3E(3). Occupancy may impact available financing.

B. CONDITION OF PROPERTY ON CLOSING:

Unless Otherwise Agreed: (i) the Property shall be delivered “As-Is” in its PRESENT physical condition as of the date of Acceptance; (ii) the Property, including pool, spa, landscaping and grounds, is to be maintained in substantially the same condition as on the date of Acceptance; (iii) Except as specified in paragraph 9C, Seller is not responsible to repair any holes left after the removal of any wall hangings (such as pictures and mirrors), brackets, nails or other fastening devices; and (iv) all debris and personal property not included in the sale shall be removed by Close Of Escrow or at the time possession is delivered to Buyer, if not on the same date. If items are not removed when possession is delivered to Buyer, all items shall be deemed abandoned.

Buyer, after first Delivering to Seller written notice to remove the items within 3 Days, may pay to have such items removed or disposed of and may bring legal action, as per this Agreement, to receive reasonable costs from Seller.

C. Buyer is strongly advised to conduct investigations of the entire Property in order to determine its present condition.

Seller and Agents may not be aware of all defects affecting the Property or other factors that Buyer considers important.

Property improvements may not be built according to code, in compliance with current Law, or have had all required permits issued and/or finalized.

CPA REVISED 6/25 (PAGE 4 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 4 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 X X
X X
City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 6896
Property Address: Date:

D. SELLER REMAINING IN POSSESSION AFTER CLOSE OF ESCROW: If Seller has the right to remain in possession after Close Of Escrow pursuant to paragraph 3M(2) or as Otherwise Agreed, (i) the Parties are advised to consult with their insurance and legal advisors for information about liability and damage or injury to persons and personal and real property; (ii) Buyer is advised to consult with Buyer's lender about the impact of Seller's occupancy on Buyer's loan; and (iii) consult with a qualified California real estate attorney where the Property is located to determine the ongoing rights and responsibilities of both Buyer and Seller with regard to each other, including possible tenant rights, and what type of written agreement to use to document the relationship between the Parties.

E. At Close Of Escrow: (i) Seller assigns to Buyer any assignable warranty rights for items included in the sale; and (ii) Seller shall Deliver to Buyer available Copies of any such warranties. Agents cannot and will not determine the assignability of any warranties.

F. Seller shall, on Close Of Escrow unless Otherwise Agreed and even if Seller remains in possession, provide keys, passwords, codes and/or means to operate all locks, mailboxes, security systems, alarms, home automation systems, intranet and Internet-connected devices included in the purchase price, garage door openers, and all items included in either paragraph 3P or paragraph 9. If the Property is a condominium or located in a common interest development, Seller shall be responsible for securing or providing any such items for Association amenities, facilities, and access. Buyer may be required to pay a deposit to the Owners' Association (“HOA”) to obtain keys and accessible HOA facilities.

8. CONTINGENCIES AND REMOVAL OF CONTINGENCIES:

A. LOAN(S):
(1) This Agreement is, unless otherwise specified in paragraph 3L(1) or an attached CR form, contingent upon Buyer obtaining the loan(s) specified. If contingent, Buyer shall act diligently and in good faith to obtain the designated loan(s). If there is no appraisal contingency or the appraisal contingency has been waived or removed, then failure of the Property to appraise at the purchase price does not entitle Buyer to exercise the cancellation right pursuant to the loan contingency if Buyer is otherwise qualified for the specified loan and Buyer is able to satisfy lender's non-appraisal conditions for closing the loan.
(2) Buyer is advised to investigate the insurability of the Property as early as possible, as this may be a requirement for lending.

Buyer's ability to obtain insurance for the Property, including fire insurance, is part of Buyer's Insurance contingency. Failure of Buyer to obtain insurance may justify cancellation based on the Insurance contingency but not the loan contingency. (3) Buyer's contractual obligations regarding deposit, balance of down payment and closing costs are not contingencies of this Agreement, unless Otherwise Agreed.
(4) If there is an appraisal contingency, removal of the loan contingency shall not be deemed removal of the appraisal contingency. (5) NO LOAN CONTINGENCY: If "No loan contingency" is checked in paragraph 3L(1), obtaining any loan specified is NOT a contingency of this Agreement. If Buyer does not obtain the loan specified, and as a result is unable to purchase the Property, Seller may be entitled to Buyer's deposit or other legal remedies.

B. APPRAISAL:
(1) This Agreement is, unless otherwise specified in paragraph 3L(2) or an attached CR form, contingent upon a written appraisal of the Property by a licensed or certified appraiser at no less than the amount specified in paragraph 3L(2), without requiring repairs or improvements to the Property. Appraisals are often a reliable source to verify square footage of the subject Property. However, the ability to cancel based on the measurements provided in an appraisal falls within the Investigation of Property contingency. The appraisal contingency is solely limited to the value determined by the appraisal.

For any cancellation based upon this appraisal contingency, Buyer shall Deliver a Copy of the written appraisal to Seller, upon request by Seller.
(2) NO APPRAISAL CONTINGENCY: If "No appraisal contingency" is checked in paragraph 3L(2), then Buyer may not use the loan contingency specified in paragraph 3L(1) to cancel this Agreement if the sole reason for not obtaining the loan is that the appraisal relied upon by Buyer's lender values the property at an amount less than that specified in paragraph 3L(2). If Buyer is unable to obtain the loan specified solely for this reason, Seller may be entitled to Buyer's deposit or other legal remedies.
(3) Fair Appraisal Act: See paragraph 33 for additional information.

C. INVESTIGATION OF PROPERTY: This Agreement is, as specified in paragraph 3L(3), contingent upon Buyer's acceptance of the condition of, and any other matter affecting, the Property.

D. INSURANCE: This Agreement is, as specified in paragraph 3L(4), contingent upon Buyer's assessment of the availability and approval of the cost for any insurance policy desired under this Agreement.

E. REVIEW OF SELLER DOCUMENTS: This Agreement is, as specified in paragraph 3L(5), contingent upon Buyer's review and approval of Seller's documents required in paragraph 17A.

F. TITLE:
(1) This Agreement is, as specified in paragraph 3L(6), contingent upon Buyer's ability to obtain the title policy provided for in paragraph 16G and on Buyer's review of a current Preliminary Report and items that are disclosed or observable even if not on record or not specified in the Preliminary Report, and satisfying Buyer regarding the current status of title. Buyer is advised to review all underlying documents and other matters affecting title, including, but not limited to, any documents or deeds referenced in the Preliminary Report and any plotted easements. (2) Buyer has 5 Days after receipt to review a revised Preliminary Report, if any, furnished by the Title Company and cancel the transaction if the revised Preliminary Report reveals material or substantial deviations from a previously provided Preliminary Report.

G. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES (IF APPLICABLE): This Agreement is, as specified in paragraph 3L(7), contingent upon Buyer's review and approval of Common Interest Disclosures required by Civil Code § 4525 and under paragraph 11D (“CI Disclosures”).

H. BUYER REVIEW OF LEASED OR LIENED ITEMS CONTINGENCY: Buyer's review of and ability and willingness to assume any lease, maintenance agreement or other ongoing financial obligation, or to accept the Property subject to any lien, disclosed pursuant to paragraph 9B(6), is, as specified in paragraph 3L(8), a contingency of this Agreement. Any assumption of the lease shall not require any financial obligation or contribution by Seller. Seller, after first Delivering a Notice to Buyer to Perform, may cancel this Agreement if Buyer, by the time specified in paragraph 3L(8), refuses to enter into any necessary written agreements to accept responsibility for all obligations of Seller-disclosed leased or liened items.

I. REMOVAL OR WAIVER OF CONTINGENCIES WITH OFFER: Buyer shall have no obligation to remove a contractual contingency unless Seller has provided all required documents, reports, disclosures, and information pertaining to that contingency. If Buyer does remove a contingency without first receiving all required information from Seller, Buyer is relinquishing any contractual rights that apply to that contingency. If Buyer removes or waives any contingencies without an adequate understanding of the Property's condition or Buyer's ability to purchase, Buyer is acting against the advice of Agent.

CPA REVISED 6/25 (PAGE 5 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 5 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 City of
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 6997
Property Address: Date:

J. REMOVAL OF CONTINGENCY OR CANCELLATION:
(1) For any contingency specified in paragraph 3L, 8, or elsewhere, Buyer shall, within the applicable period specified, remove the contingency or cancel this Agreement. (2) For the contingencies for review of Seller Documents, Preliminary Report, and Condominium/Planned Development Disclosures, Buyer shall, within the time specified in paragraph 3L or 5 Days after Delivery of the applicable Seller Documents, Preliminary Report, or CI Disclosures, whichever occurs later, remove the applicable contingency in writing or cancel this Agreement.
(3) If Buyer does not remove a contingency within the time specified, Seller, after first giving Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), shall have the right to cancel this Agreement.

K. SALE OF BUYER'S PROPERTY: This Agreement and Buyer's ability to obtain financing are NOT contingent upon the sale of any property owned by Buyer unless the Sale of Buyer's Property (C.A.R. Form COP) is checked as a contingency of this Agreement in paragraph 3L(9).

9. ITEMS INCLUDED IN AND EXCLUDED FROM SALE:

A. NOTE TO BUYER AND SELLER: Items listed as included or excluded in the Multiple Listing Service (MLS), flyers, marketing materials, or disclosures are NOT included in the purchase price or excluded from the sale unless specified in this paragraph or paragraph 3P or as Otherwise Agreed. Any items included herein are components of the Property and are not intended to affect the price. All items are transferred without Seller warranty.

B. ITEMS INCLUDED IN SALE:
(1) All EXISTING fixtures and fittings that are attached to the Property; (2) EXISTING electrical, mechanical, lighting, plumbing and heating fixtures, ceiling fans, fireplace inserts, gas logs and grates, solar power systems, built-in appliances and appliances for which special openings or encasements have been made (whether or not included in paragraph 3P), window and door screens, awnings, shutters, window coverings (which includes blinds, curtains, drapery, shutters or any other materials that cover any portion of the window) and any associated hardware and rods, attached floor coverings, television antennas, satellite dishes, air coolers/conditioners, pool/spa equipment (including, but not limited to, any cleaning equipment such as motorized/automatic pool cleaners, pool heaters, pool nets, pool covers), garage door openers/remote controls, mailbox, in-ground landscaping, water features and fountains, water softeners, water purifiers, light bulbs (including smart bulbs) and all items specified as included in paragraph 3P, if currently existing and owned by Seller at the time of Acceptance.

Note: If Seller does not intend to include any item specified as being included above because it is not owned by Seller, whether placed on the Property by Agent, stager, tenant, or other third party, the item should be listed as being excluded in paragraph 3P(2) or excluded by Seller in a counter offer. (3) Security System includes any devices, hardware, software, or control units used to monitor and secure the Property, including but not limited to, any motion detectors, door or window alarms, and any other equipment utilized for such purpose. If checked in paragraph 3P, all such items are included in the sale, whether hard wired or not. (4) Home Automation (Smart Home Features) includes any electronic devices and features including, but not limited to, thermostat controls, kitchen appliances not otherwise excluded, and lighting systems, that are connected (hard wired or wirelessly) to a control unit, computer, tablet, phone, or other “smart” device. Any Smart Home devices and features that are physically affixed to the real property, and also existing light bulbs, are included in the sale. Buyer is advised to use paragraph 3P(1) or an addendum to address more directly specific items to be included. Seller is advised to use a counter offer to address more directly any items to be excluded. (5) Non-Dedicated Devices: All smart home and security system control devices are included in the sale, except for any nondedicated personal computer, tablet, or phone used to control such features. Buyer acknowledges that a separate device and access to wifi or Internet may be required to operate some smart home features and Buyer may have to obtain such device after Close Of Escrow. Seller shall de-list any devices from any personal accounts and shall cooperate with any transfer of services to Buyer. Buyer is advised to change all passwords and ensure the security of any smart home features. (6) LEASED OR LIENED ITEMS AND SYSTEMS: Seller, within the time specified in paragraph 3N(1), shall (i) disclose to Buyer if any item or system specified in paragraph 3P or 9B or otherwise included in the sale is leased, or not owned by Seller, or is subject to any maintenance or other ongoing financial obligation, or specifically subject to a lien or other encumbrance or loan, and (ii) Deliver to Buyer all written materials (such as lease, warranty, financing, etc.) concerning any such item.
(7) Seller represents that all items included in the purchase price, unless Otherwise Agreed, (i) are owned by Seller and shall be transferred free and clear of liens and encumbrances, except the items and systems identified pursuant to paragraph 9B(6), and (ii) are transferred without Seller warranty regardless of value. Seller shall cooperate with the identification of any software or applications and Buyer's efforts to transfer any services needed to operate any Smart Home Features or other items included in this Agreement, including, but not limited to, utilities or security systems. (8) A complete inventory of all personal property of Seller currently used in the operation of the Property and included in the purchase price shall be delivered to Buyer within the time specified in paragraph 3N(1). (9) Seller shall deliver title to the personal property by Bill of Sale, free of all liens and encumbrances, and without warranty of condition.
(10) As additional security for any note in favor of Seller for any part of the purchase price, Buyer shall execute a UCC-1 Financing Statement to be filed with the Secretary of State, covering the personal property included in the purchase, replacement thereof, and insurance proceeds.

C. ITEMS EXCLUDED FROM SALE: Unless Otherwise Agreed, the following items are excluded from sale: (i) All items specified in paragraph 3P(2); (ii) audio and video components (such as flat screen TVs, speakers and other items) if any such item is not itself attached to the Property, even if a bracket or other mechanism attached to the component or item is attached to the Property; (iii) furniture and other items secured to the Property for earthquake or safety purposes. Unless otherwise specified in paragraph 3P(1), brackets attached to walls, floors or ceilings for any such component, furniture or item will be removed and holes or other damage shall be repaired, but not painted.

10. ALLOCATION OF COSTS:

A. INSPECTIONS, REPORTS, TESTS, AND CERTIFICATES: Paragraphs 3Q(1), (2), (3), and (4) only determine who is to pay for the inspection, report, test, certificate or service mentioned; it does not determine who is to pay for any work recommended or identified in any such document. Agreements for payment of required work should be specified elsewhere in paragraph 3Q, or 3S, or in a separate agreement (such as C.A.R. Forms RR, RRRR, ADM or AEA). Any reports in these paragraphs shall be Delivered in the time specified in Paragraph 3N(1).

CPA REVISED 6/25 (PAGE 6 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 6 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 7098
Property Address: Date:

B. GOVERNMENT REQUIREMENTS AND CORRECTIVE OR REMEDIAL ACTIONS:
(1) LEGALLY REQUIRED INSTALLATIONS AND PROPERTY IMPROVEMENTS: Any required installation of smoke alarm or carbon monoxide device(s) or securing of water heater shall be completed within the time specified in paragraph 3N(4) and paid by Party specified in paragraph 3Q(5). If Buyer is to pay for these items, Buyer, as instructed by Escrow Holder, shall deposit funds into escrow or directly to the vendor completing the repair or installation. Prior to Close Of Escrow, Seller shall Deliver to Buyer written statement(s) of compliance in accordance with any Law, unless Seller is exempt. If Seller is to pay for these items and does not fulfill Seller's obligation in the time specified, and Buyer incurs costs to comply with lender requirements concerning those items, Seller shall be responsible for Buyer's costs. (2) POINT OF SALE REQUIREMENTS:
(A) Point of sale inspections, reports and repairs refer to any such actions required to be completed before or after Close Of Escrow that are required in order to close under any Law and paid by the Party specified in paragraphs 3Q(6) and 3Q(7) and any such repair, shall be completed prior to final verification of Property, unless Otherwise Agreed. If Buyer agrees to pay for any portion of such repair, Buyer, shall (i) directly pay to the vendor completing the repair or (ii) provide an invoice to Escrow Holder, deposit funds into escrow sufficient to pay for Buyer's portion of such repair and request Escrow Holder pay the vendor completing the repair.
(B) Buyer shall be provided, within the time specified in paragraph 3N(1), unless Parties Otherwise Agree to another time period, a Copy of any required government-conducted or point-of-sale inspection report prepared pursuant to this Agreement or in anticipation of this sale of the Property. (3) REINSPECTION FEES: If any repair in paragraph 10B(1) is not completed within the time specified and the lender requires an additional inspection to be made, Seller shall be responsible for any corresponding reinspection fee. If Buyer incurs costs to comply with lender requirements concerning those items, Seller shall be responsible for those costs. (4) INSTALLATION OF SAFETY FEATURES:
(A) The following installations shall be completed prior to final verification of condition unless Otherwise Agreed: (i) approved fire extinguisher(s), sprinkler(s), and hose(s), if required by law; and (ii) drain cover and anti-entrapment device or system meeting the minimum requirements permitted by the U.S. Consumer Products and Safety Commission for any pool or spa.
(B) If Buyer is to pay for these installations, Buyer, as instructed by Escrow Holder, shall deposit funds into escrow or directly to the vendor completing the installation.
(5) INFORMATION AND ADVICE ON REQUIREMENTS: Buyer and Seller are advised to seek information from a knowledgeable source regarding local and State mandates and whether they are point of sale requirements or requirements of ownership.

Agents do not have expertise in this area and cannot ascertain all of the requirements or costs of compliance.

11. SELLER DISCLOSURES
A. WITHHOLDING TAXES: Buyer and Seller hereby instruct Escrow Holder to withhold the applicable required amounts to comply with federal and California withholding Laws and forward such amounts to the Internal Revenue Service and Franchise Tax Board, respectively. However, no federal withholding is required if, prior to Close Of Escrow, Seller Delivers (i) to Buyer and Escrow Holder a fully completed affidavit (C.A.R. Form AS) sufficient to avoid withholding pursuant to federal withholding Law (FIRPTA); OR (ii) to a qualified substitute (usually a title company or an independent escrow company) a fully completed affidavit (C.A.R. Form AS) sufficient to avoid withholding pursuant to federal withholding Law AND the qualified substitute Delivers to Buyer and Escrow Holder an affidavit signed under penalty of perjury (C.A.R. Form QS) that the qualified substitute has received the fully completed Seller's affidavit and the Seller states that no federal withholding is required; OR (iii) to Buyer other documentation satisfying the requirements under Internal Revenue Code § 1445 (FIRPTA). No withholding is required under California Law if, prior to Close Of Escrow, Escrow Holder has received sufficient documentation from Seller that no withholding is required, and Buyer has been informed by Escrow Holder.

B. NOTICE REGARDING GAS AND HAZARDOUS LIQUID TRANSMISSION PIPELINES: This notice is being provided simply to inform you that information about the general location of gas and hazardous liquid transmission pipelines is available to the public via the National Pipeline Mapping System (NPMS) Internet Web site maintained by the United States Department of Transportation at http://www.npms.phmsa.dot.gov/. To seek further information about possible transmission pipelines near the Property, you may contact your local gas utility or other pipeline operators in the area. Contact information for pipeline operators is searchable by ZIP Code and county on the NPMS Internet Website. (Neither Seller nor Agent are required to check this website. If Buyer wants further information, Agent recommends that Buyer obtain information from this website during Buyer's investigation contingency period. Agents do not have expertise in this area.) C. NATURAL AND ENVIRONMENTAL HAZARDS: Seller shall, within the time specified in paragraph 3N(1), if required by Law: (i) Deliver to Buyer the earthquake guide and environmental hazards booklet, and for all residential property with 1-4 units and any manufactured or mobile home built before January 1, 1960, fully complete and Deliver the Residential Earthquake Risk Disclosure Statement; and (ii) even if exempt from the obligation to provide a NHD, disclose if the Property is located in a Special Flood Hazard Area; Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area; Earthquake Fault Zone; Seismic Hazard Zone; and (iii) disclose any other zone as required by Law and provide any other information required for those zones.

D. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES:
(1) Seller shall, within the time specified in paragraph 3N(1), disclose to Buyer whether the Property is a condominium or is located in a planned development, other common interest development, or otherwise subject to covenants, conditions, and restrictions (C.A.R. Form CSPQ).
(2) If the Property is a condominium or is located in a planned development or other common interest development with a HOA, Seller shall, within the time specified in paragraph 3N(3), order from, and pay any required fee as specified in paragraph 3Q(13) for the following items to the HOA (C.A.R. Form HOA-IR): (i) Copies of any documents required by Law (C.A.R. Form HOA-RS); (ii) disclosure of any pending or anticipated claim or litigation by or against the HOA; (iii) a statement containing the location and number of designated parking and storage spaces; (iv) Copies of the most recent 12 months of HOA minutes for regular and special meetings; (v) the names and contact information of all HOAs governing the Property; (vi) pet restrictions; and (vii) smoking restrictions (“CI Disclosures”). Seller shall itemize and Deliver to Buyer all CI Disclosures received from the HOA and any CI Disclosures in Seller's possession. Seller shall, as directed by Escrow Holder, deposit funds into escrow or direct to HOA or management company to pay for any of the above.

E. SOLAR POWER SYSTEMS: For properties with any solar panels or solar power systems, Seller shall, within the time specified in paragraph 3N(1), Deliver to Buyer all known information about the solar panels or solar system. Seller shall use the Solar Advisory and Questionnaire (C.A.R. Form SOLAR).

CPA REVISED 6/25 (PAGE 7 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 7 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 7199
Property Address: Date:

F. WATER CONSERVING PLUMBING DEVICES: Civil Code § 1101.5 requires all multi-family residential and commercial real property be equipped with water-conserving plumbing devices. Seller shall, within the time specified in paragraph 3N(1), disclose in writing whether the property includes any noncompliant plumbing fixtures. Seller may use C.A.R. Form SPQ or ESD. See C.A.R. Form WCMD for more information.

G. SURVEY, PLANS, AND ENGINEERING DOCUMENTS: Seller, within the time specified in paragraph 3N(1), shall provide to Buyer, Copies of surveys, plans, specifications, and engineering documents, if any, prepared on Seller's behalf or in Seller's possession.

H. PERMITS: Seller, within the time specified in paragraph 3N(1), shall provide to Buyer, if in Seller's possession, copies of all permits and approvals, certificates of occupancy, conditional use permits, development plans, and licenses and permits pertaining to the operation of the Property.

I. STRUCTURAL MODIFICATIONS: Seller, within the time specified in paragraph 3N(1), shall in writing disclose to Buyer, known structural additions or alterations to, or the installation, alteration, repair or replacement of, significant components of the structure(s) upon the Property.

J. GOVERNMENTAL COMPLIANCE: Within the time specified in paragraph 3N(1), (1) Seller shall disclose to Buyer any improvements, additions, alterations, or repairs to the Property made by Seller, or known to Seller to have been made, without required governmental permits, final inspections, and approvals (2) Seller shall disclose to Buyer if Seller has actual knowledge of any notice of violations of Law filed or issued against the Property.

K. VIOLATION NOTICES: Within the time specified in paragraph 3N(1), Seller shall disclose any notice of violations of any Law filed or issued against the Property and actually known to Seller L. BALCONIES, EXTERIOR STAIRWAYS AND OTHER ELEVATED ELEMENTS: For properties with any building containing 3 or more dwelling units with elevated balconies, stairways or other elements, Seller shall, within the time specified in paragraph 3N(1), Deliver to Buyer the Wooden Balcony and Stairs Addendum (C.A.R. Form WBSA) and comply with its terms.

M. KNOWN MATERIAL FACTS: Seller shall, within the time specified in paragraph 3N(1), DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS affecting the Property, including, but not limited to, known insurance claims within the past five years, or provide Buyer with permission to contact insurer to get such information (C.A.R. Form ARC), and make any and all other disclosures required by Law.

N. COMMERCIAL SELLER PROPERTY QUESTIONNAIRE: Seller shall, within the time specified in paragraph 3N(1), complete and provide Buyer with a Commercial Seller Property Questionnaire (C.A.R. Form CSPQ).

O. SUBSEQUENT DISCLOSURES: In the event Seller, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information, or representations previously provided to Buyer, Seller shall promptly Deliver a subsequent or amended disclosure or notice, in writing, covering those items. However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies of which Buyer is otherwise aware or which are disclosed in reports provided to or obtained by Buyer or ordered and paid for by Buyer.

12. TENANCY RELATED DISCLOSURES: Within the time specified in paragraph 3N(1), and subject to Buyer's right of review, Seller shall disclose, make available or Deliver, as applicable, to Buyer, the following information:

A. RENTAL/SERVICE AGREEMENTS: (i) All current leases, rental agreements, service contracts, and other agreements pertaining to the operation of the Property; (ii) A rental statement including names of tenants, rental rates, period or rental, date of last rent increase, security deposits, rental concessions, rebates or other benefits, if any, and a list of delinquent rents and their duration.

Seller represents that no tenant is entitled to any rebate, concession, or other benefit, except as set forth in these documents.

Seller represents that the documents to be furnished are those maintained in the ordinary and normal course of business.

B. INCOME AND EXPENSE STATEMENTS: If checked in paragraph 3R, the books and records for the Property, if any, including a statement of income and expense for the 12 months preceding Acceptance. Seller represents that the books and records are those maintained in the ordinary and normal course of business and used by Seller in the computation of federal and state income tax returns.

C. TENANT ESTOPPEL CERTIFICATES: If checked in paragraph 3R, Tenant Estoppel Certificates (C.A.R. Form TEC). Tenant Estoppel Certificates shall be completed by Seller or Seller's agent and delivered to tenant(s) for tenant(s) to sign and acknowledge: (i) that tenant(s)' rental or lease agreements are unmodified and in full force and effect, (or if modified, stating all such modifications); (ii) that no lessor defaults exist; and (iii) stating the amount of any prepaid rent or security deposit. Seller shall exercise good faith to obtain tenant(s)' signature(s), but Seller cannot guarantee tenant(s)' cooperation. In the event Seller cannot obtain signed Tenant Estoppel Certificates within the time specified above, Seller shall notify Buyer and provide the unsigned one that was provided to tenant(s). If, after the time specified for Seller to Deliver the TEC to Buyer, any tenant(s) sign and return a TEC to Seller, Seller shall Deliver that TEC to Buyer.

D. SELLER REPRESENTATIONS: Unless otherwise disclosed under paragraph 11, paragraph 12, or under any disclosure Delivered to Buyer:
(1) Seller represents that Seller has no actual knowledge that any tenant(s): (i) has any current pending lawsuit(s), investigation(s), Inquiry(ies), action(s), or other proceeding(s) affecting the Property of the right to use and occupy it; (ii) has any unsatisfied mechanics or materialman lien(s) affecting the Property; and (iii) is the subject of a bankruptcy. If Seller receives any such notice, prior to Close Of Escrow, Seller shall immediately notify Buyer. (2) Seller represents that no tenant is entitled to any rebate, concessions, or other benefit, except as set forth in the rental service agreements.
(3) Seller represents that the documents to be furnished are those maintained in the ordinary and normal course of business and the income and expense statements are and used by Seller in the computation of federal and state income tax returns.

13. CHANGES DURING ESCROW:

A. Prior to Close Of Escrow, Seller may engage in the following acts (“Proposed Changes”), subject to Buyer's rights in paragraph 13B: (i) rent or lease any vacant unit or other part of the premises; (ii) alter, modify, or extend any existing rental or lease agreement; (iii) enter into, alter, modify, or extend any service contract(s); or (iv) change the status of the condition of the Property.

B. (1) At least 7 Days prior to any Proposed Changes, Seller shall Deliver written notice to Buyer of such Proposed Change. (2) Within 5 Days after receipt of such notice, Buyer, in writing, may give Seller notice of Buyer's objection to the Proposed Changes in which case Seller shall not make the Proposed Changes.

14. SECURITY DEPOSITS AND UNEARNED RENT: Security deposits, if any, to the extent they have not been applied by Seller in accordance with any rental agreement and current Law, and all prepaid but unearned rents, if any, shall be transferred to Buyer on Close Of Escrow. Seller shall notify each tenant regarding the security deposit, in compliance with the California Civil Code.

15. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY:

A. Buyer shall, within the time specified in paragraph 3L(3), have the right, at Buyer's expense unless Otherwise Agreed, to conduct inspections, investigations, tests, surveys and other studies (“Buyer Investigations”).

CPA REVISED 6/25 (PAGE 8 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 8 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 10072
Property Address: Date:

B. Buyer Investigations include, but are not limited to:
(1) Inspections regarding any physical attributes of the Property or items connected to the Property, such as:
(A) A general inspection.
(B) An inspection for lead-based paint and other lead-based paint hazards. (C) An inspection specifically for wood destroying pests and organisms. Any inspection for wood destroying pests and organisms shall be prepared by a registered Structural Pest Control company; shall cover the main building and attached structures; may cover detached structures; shall NOT include water tests of shower pans on upper level units unless the owners of property below the shower consent; shall NOT include roof coverings; and, if the Property is a unit in a condominium or other common interest subdivision, the inspection shall include only the separate interest and any exclusive-use areas being transferred, and shall NOT include common areas; and shall include a report (“Pest Control Report”) showing the findings of the company which shall be separated into sections for evident infestation or infections (Section 1) and for conditions likely to lead to infestation or infection (Section 2). (D) A phase one environmental survey, paid for and obtained by the party indicated in paragraph 3Q(2). If Buyer is responsible for obtaining and paying for the survey, Buyer shall act diligently and in good faith to obtain such survey within the time specified in paragraph 3L(3). Buyer has 5 Days after receiving the survey to remove this portion of the Buyer's Investigation contingency.
(2) Investigations of any other matter affecting the Property, other than those that are specified as separate contingencies.

Buyer Investigations do not include, among other things, an assessment of the availability and cost of general homeowner's insurance, flood insurance, and fire insurance. See, Buyer's Investigation Advisory (C.A.R. Form BIA) for more.

C. Without Seller's prior written consent, Buyer shall neither make nor cause to be made: (i) invasive or destructive Buyer Investigations, except for minimally invasive testing required to prepare a Pest Control Report, which shall not include any holes or drilling through stucco or similar material; or (ii) inspections by any governmental building or zoning inspector or government employee, unless required by Law.

D. Seller shall make the Property available for all Buyer Investigations. Seller is not obligated to move any existing personal property.

Seller shall have water, gas, electricity and all operable pilot lights on for Buyer's Investigations and through the date possession is delivered to Buyer. Buyer shall, (i) by the time specified in paragraph 3L(3), complete Buyer Investigations and satisfy themselves as to the condition of the Property, and either remove the contingency or cancel this Agreement, and (ii) by the time specified in paragraph 3L(3) or 3 Days after receipt of any Investigation report, whichever is later, give Seller at no cost, complete Copies of all such reports obtained by Buyer, which obligation shall survive the termination of this Agreement. This Delivery of Investigation reports shall not include any appraisal.

E. Buyer indemnity and Seller protection for entry upon the Property: Buyer shall: (i) keep the Property free and clear of liens; (ii) repair all damage arising from Buyer Investigations; and (iii) indemnify and hold Seller harmless from all resulting liability, claims, demands, damages and costs. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability, workers' compensation and other applicable insurance, defending and protecting Seller from liability for any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer's direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a “Notice of Non-Responsibility” (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer's direction. Buyer's obligations under this paragraph shall survive the termination of this Agreement.

16. TITLE AND VESTING:

A. Buyer shall, within the time specified in paragraph 3N(1), be provided a current Preliminary Report by the person responsible for paying for the title report in paragraph 3Q(9). If Buyer is responsible for paying, Buyer shall act diligently and in good faith to obtain such Preliminary Report within the time specified. The Preliminary Report is only an offer by the title insurer to issue a policy of title insurance and may not contain every item affecting title. The company providing the Preliminary Report shall, prior to issuing a Preliminary Report, conduct a search of the General Index for all Sellers except banks or other institutional lenders selling properties they acquired through foreclosure (REOs), corporations, and government entities.

B. Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights and other matters, whether of record or not, as of the date of Acceptance except for: (i) monetary liens of record unless Buyer is assuming those obligations or taking the Property subject to those obligations; and (ii) those matters which Seller has agreed to remove in writing. For any lien or matter not being transferred upon sale, Seller will take necessary action to deliver title free and clear of such lien or matter.

C. Seller shall within 7 Days after request, give Escrow Holder necessary information to clear title.

D. Seller shall, within the time specified in paragraph 3N(1), disclose to Buyer all matters known to Seller affecting title, whether of record or not.

E. If Buyer is a legal entity and the Property purchase price is at least $300,000 and the purchase price is made without a bank loan or similar form of external financing, a Geographic Targeting Order (GTO) issued by the Financial Crimes Enforcement Network, U.S. Department of the Treasury, requires title companies to collect and report certain information about the Buyer, depending on where the Property is located. Buyer agrees to cooperate with the title company's effort to comply with the GTO.

F. Buyer shall, after Close Of Escrow, receive a recorded grant deed or any other conveyance document required to convey title (For example, for stock cooperative or tenancy in common, respectively, an assignment of stock certificate or assignment of Seller's interest in the real property), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer's vesting instructions. The recording document shall contain Buyer's post-closing mailing address to enable Buyer's receipt of the recorded conveyance document from the County Recorder. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL.

G. Buyer shall receive a Standard Coverage Owner's CLTA policy of title insurance. An ALTA policy or the addition of endorsements may provide greater coverage for Buyer. A title company, at Buyer's request, can provide information about the availability, desirability, coverage, and cost of various title insurance coverages and endorsements. If Buyer desires title coverage other than that required by this paragraph, Buyer shall instruct Escrow Holder in writing and shall pay any increase in cost.

17. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR-B, CR-S or CC).

A. SELLER DELIVERY OF DOCUMENTS: Seller shall, within the time specified in paragraph 3N(1), Deliver to Buyer all reports, disclosures and information ("Reports") for which Seller is responsible as specified in paragraphs 9B(6), 9B(8), 10, 11A, 11C-N, 12, 16A, 16D, and 36.

B. BUYER REVIEW OF DOCUMENTS; REPAIR REQUEST; CONTINGENCY REMOVAL OR CANCELLATION (1) Buyer has the time specified in paragraph 3 to perform Buyer Investigations; review all disclosures, Reports, lease documents to be assumed by Buyer pursuant to paragraph 9B(6), and other applicable information, which Buyer receives from Seller; and approve all matters affecting the Property.

CPA REVISED 6/25 (PAGE 9 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 9 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 10173
Property Address: Date:
(2) Buyer may, within the time specified in paragraph 3L(3), request that Seller make repairs or take any other action regarding the Property (C.A.R. Form RR). Seller has no obligation to agree to or respond to Buyer's requests (C.A.R.

Form RR or RRRR). If Seller does not agree or does not respond, Buyer is not contractually entitled to have the repairs or other requests made and may only cancel based on contingencies in this Agreement. (3) Buyer shall, by the end of the times specified in paragraph 3L (or as Otherwise Agreed), Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement (C.A.R. Form CR-B or CC). Buyer is advised not to remove contingencies related to review of documents until after the documents have been Delivered. If Delivery of any Report occurs after a contractual contingency pertaining to that Report has already been waived or removed, the Delivery of the Report does not revive the contingency.
(4) Continuation of Contingency: Even after the end of the time specified in paragraph 3L and before Seller cancels, if at all, pursuant to paragraph 17C, Buyer retains the right, in writing, to either (i) remove remaining contingencies, or (ii) cancel this Agreement based on a remaining contingency. Once Buyer's written removal of all contingencies is Delivered to Seller, Seller may not cancel this Agreement pursuant to paragraph 17C(1).

C. SELLER RIGHT TO CANCEL:
(1) SELLER RIGHT TO CANCEL; BUYER CONTINGENCIES: If, by the time specified in this Agreement, Buyer does not Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement, then Seller, after first Delivering to Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), may cancel this Agreement. In such event, Seller shall authorize the return of Buyer's deposit, except for fees incurred by Buyer. (2) SELLER RIGHT TO CANCEL; BUYER CONTRACT OBLIGATIONS: Seller, after first Delivering to Buyer a Notice to Buyer to Perform, may cancel this Agreement if, by the time specified in this Agreement, Buyer does not take the following action(s):
(i) Deposit funds as required by paragraph 3D(1) or 3D(2) or if the funds deposited pursuant to paragraph 3D(1) or 3D(2) are not good when deposited; (ii) Deliver updated contact information for Buyer's lender(s) as required by paragraph 5C(3); (iii) Deliver verification, or a satisfactory verification if Seller reasonably disapproves of the verification already provided, as required by paragraph 5B or 6A; (iv) Deliver a letter as required by paragraph 6B; (v) In writing assume or accept leases or liens specified in paragraph 8H; (vi) Cooperate with the title company's effort to comply with the GTO as required by paragraph 16E; (vii) Sign or initial a separate liquidated damages form for an increased deposit as required by paragraph 37; (viii) Provide evidence of authority to Sign in a representative capacity as specified in paragraph 36; or (ix) Perform any additional Buyer contractual obligation(s) included in this Agreement. In such event, Seller shall authorize the return of Buyer's deposit, except for fees allocated to Seller in this Agreement and already paid by Escrow prior to cancellation of this Agreement and notification to Escrow.
(3) SELLER RIGHT TO CANCEL; SELLER CONTINGENCIES: Seller may cancel this Agreement by good faith exercise of any Seller contingency included in this Agreement, or Otherwise Agreed, so long as that contingency has not already been removed or waived in writing.

D. BUYER RIGHT TO CANCEL:
(1) BUYER RIGHT TO CANCEL; SELLER CONTINGENCIES: If, by the time specified in this Agreement, Seller does not Deliver to Buyer a removal of the applicable contingency or cancellation of this Agreement, then Buyer, after first Delivering to Seller a Notice to Seller to Perform (C.A.R. Form NSP), may cancel this Agreement. In such event, Seller shall authorize the return of Buyer's deposit, except for fees allocated to Seller in the Agreement and already paid by Escrow prior to cancellation of this Agreement and notification to Escrow. (2) BUYER RIGHT TO CANCEL; SELLER CONTRACT OBLIGATIONS: If, by the time specified, Seller has not Delivered any item specified in paragraph 3N(1) or Seller has not performed any Seller contractual obligation included in this Agreement by the time specified, Buyer, after first Delivering to Seller a Notice to Seller to Perform, may cancel this Agreement. (3) BUYER RIGHT TO CANCEL; BUYER CONTINGENCIES: Buyer may cancel this Agreement by good faith exercise of any Buyer contingency included in paragraph 8, or Otherwise Agreed, so long as that contingency has not already been removed in writing.

E. NOTICE TO BUYER OR SELLER TO PERFORM: The Notice to Buyer to Perform or Notice to Seller to Perform shall: (i) be in writing; (ii) be Signed by the applicable Buyer or Seller; and (iii) give the other Party at least 2 Days after Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A Notice to Buyer to Perform or Notice to Seller to Perform may not be Delivered any earlier than 2 Days prior to the Scheduled Performance Day to remove a contingency or cancel this Agreement or meet an obligation specified in paragraph 17, except for Close of Escrow which shall be Delivered under the terms of paragraph 17G, whether or not the Scheduled Performance Day falls on a Saturday, or Sunday or legal holiday. If a Notice to Buyer to Perform or Notice to Seller to Perform is incorrectly Delivered or specifies a time less than the agreed time, the notice shall be deemed invalid and void. However, if the notice is for multiple items, the notice shall be valid for all contingencies and contractual actions for which the Delivery of the notice is within the time permitted in the Agreement and void as to the others. Seller or Buyer shall be required to Deliver a new Notice to Buyer to Perform or Notice to Seller to Perform with the specified timeframe.

F. EFFECT OF REMOVAL OF CONTINGENCIES:
(1) REMOVAL OF BUYER CONTINGENCIES: If Buyer removes any contingency or cancellation rights, unless Otherwise Agreed, Buyer shall conclusively be deemed to have: (i) completed all Buyer Investigations, and review of Reports and other applicable information and disclosures pertaining to that contingency or cancellation right; (ii) elected to proceed with the transaction; and (iii) assumed all liability, responsibility and expense for the non-delivery of any Reports, disclosures or information outside of Seller's control and for any Repairs or corrections pertaining to that contingency or cancellation right, or for the inability to obtain financing. (2) REMOVAL OF SELLER CONTINGENCIES: If Seller removes any contingency or cancellation rights, unless Otherwise Agreed, Seller shall conclusively be deemed to have: (i) satisfied themselves regarding such contingency, (ii) elected to proceed with the transaction; and (iii) given up any right to cancel this Agreement based on such contingency.

G. DEMAND TO CLOSE ESCROW: Before Buyer or Seller may cancel this Agreement for failure of the other Party to close escrow pursuant to this Agreement, Buyer or Seller must first Deliver to the other Party a Demand to Close Escrow (C.A.R.

Form DCE). The DCE shall: (i) be Signed by the applicable Buyer or Seller; and (ii) give the other Party at least 3 Days after Delivery to close escrow. A DCE may not be Delivered any earlier than 3 Days prior to the Scheduled Performance Day for the Close Of Escrow. If a DCE is incorrectly Delivered or specifies a time less than the agreed time, the DCE shall be deemed invalid and void and Seller or Buyer shall be required to Deliver a new DCE.

CPA REVISED 6/25 (PAGE 10 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 10 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 10274
Property Address: Date:

H. EFFECT OF CANCELLATION ON DEPOSITS: If Buyer or Seller gives written notice of cancellation pursuant to rights duly exercised under the terms of this Agreement, the Parties agree to Sign and Deliver mutual instructions to cancel the sale and escrow and release deposits, if any, to the Party entitled to the funds, less (i) fees and costs paid by Escrow Holder on behalf of that Party, if required by this Agreement; and (ii) any escrow fee charged to that party. Fees and costs may be payable to service providers and vendors for services and products provided during escrow. A release of funds will require mutual Signed release instructions from the Parties, judicial decision or arbitration award. A Party may be subject to a civil penalty of up to $1,000 for refusal to Sign cancellation instructions if no good faith dispute exists as to which Party is entitled to the deposited funds (Civil Code § 1057.3). Note: Neither Agents nor Escrow Holder are qualified to provide any opinion on whether either Party has acted in good faith or which Party is entitled to the deposited funds. Buyer and Seller are advised to seek the advice of a qualified California real estate attorney regarding this matter.

18. REPAIRS: Repairs shall be completed prior to final verification of condition unless Otherwise Agreed. Repairs to be performed at Seller's expense may be performed by Seller or through others, provided that the work complies with applicable Law, including governmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials of quality and appearance comparable to existing materials. Buyer acknowledges that exact restoration of appearance or cosmetic items following all Repairs may not be possible. Seller shall: (i) obtain invoices and paid receipts for Repairs performed by others; (ii) prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and (iii) provide Copies of invoices and paid receipts and statements to Buyer prior to final verification of condition.

19. FINAL VERIFICATION OF CONDITION: Buyer shall have the right to make a final verification of the Property condition within the time specified in paragraph 3J, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm: (i) the Property is maintained pursuant to paragraph 7B; (ii) Repairs have been completed as agreed; and (iii) Seller has complied with Seller's other obligations under this Agreement (C.A.R. Form VP).

20. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS: Unless Otherwise Agreed, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, Seller rental payments, HOA regular assessments due prior to Close Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special Assessment District bonds and assessments that are now a lien. Seller shall pay any HOA special or emergency assessments due prior to Close Of Escrow. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello-Roos and other Special Assessment District bonds and assessments and HOA special or emergency assessments that are due after Close Of Escrow. Property will be reassessed upon change of ownership. Any supplemental tax bills delivered to Escrow Holder prior to closing shall be prorated and paid as follows: (i) for periods after Close Of Escrow, by Buyer; and (ii) for periods prior to Close Of Escrow, by Seller (see C.A.R.

Form SPT or SBSA for further information). Seller agrees all service fees, maintenance costs and utility bills will be paid current up and through the date of Close Of Escrow. TAX BILLS AND UTILITY BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month.

21. BROKERS AND AGENTS:

A. COMPENSATION:
(1) Broker Compensation: Seller or Buyer, or both, as applicable, agree to pay compensation to Broker as specified in a separate written agreement between Broker and that Seller or Buyer. The amount of compensation, if a percentage, will be based on the final purchase price. Buyer is advised that Buyer's Broker should not receive compensation from any source in excess of the amount in the buyer representation agreement. Compensation is payable upon Close Of Escrow, or if escrow does not close, as otherwise specified in the agreement between Broker and that Seller or Buyer. (2) Third party beneficiary: Seller acknowledges and agrees that Buyer's Broker is a third-party beneficiary of this Agreement and may pursue Seller for failure to pay the amount specified in this Agreement.

B. SCOPE OF DUTY: Buyer and Seller acknowledge and agree that Agent: (i) Does not decide what price Buyer should pay or Seller should accept; (ii) Does not guarantee the condition of the Property; (iii) Does not guarantee the performance, adequacy or completeness of inspections, services, products or repairs provided or made by Seller or others; (iv) Does not have an obligation to conduct an inspection of common areas or areas off the site of the Property; (v) Shall not be responsible for identifying defects on the Property, in common areas, or offsite unless such defects are visually observable by an inspection of reasonably accessible areas of the Property or are known to Agent; (vi) Shall not be responsible for inspecting public records or permits concerning the title or use of Property; (vii) Shall not be responsible for identifying the location of boundary lines or other items affecting title; (viii) Shall not be responsible for verifying square footage, representations of others or information contained in Investigation reports, Multiple Listing Service, advertisements, flyers or other promotional material; (ix) Shall not be responsible for determining the fair market value of the Property or any personal property included in the sale; (x) Shall not be responsible for providing legal or tax advice regarding any aspect of a transaction entered into by Buyer or Seller; and (xi) Shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity.

Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals.

22. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER:

A. ESCROW INSTRUCTION PARAGRAPHS: The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructions of Buyer and Seller to Escrow Holder, which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow: paragraphs 1, 3A, 3B, 3D-G, 3N(2), 3Q, 3S, 4A, 4B, 5A(1-2) 5D, 5E, 10B(2)(A), 10B(3), 10B(4)(B), 11A, 11D(2), 16 (except 16D), 17H, 20, 21A, 22, 26, 32, 35, 36, 40, and 41. If a Copy of the separate compensation agreement(s) provided for in paragraph 21A is deposited with Escrow Holder by Agent, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s). The terms and conditions of this Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned.

B. ESCROW HOLDER GENERAL PROVISIONS: Buyer and Seller will receive Escrow Holder's general provisions, if any, directly from Escrow Holder. To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller shall Sign and return Escrow Holder's general provisions or supplemental instructions within the time specified in paragraph 3N(2). Buyer and Seller shall execute additional instructions, documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow and, as directed by Escrow Holder, within 3 Days, shall pay to Escrow Holder or HOA or HOA management company or others any fee required by paragraphs 3, 8, 10, 11, or elsewhere in this Agreement.

CPA REVISED 6/25 (PAGE 11 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 11 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 10375
Property Address: Date:

C. COPIES; STATEMENT OF INFORMATION; TAX WITHHOLDING INSTRUCTIONS: A Copy of this Agreement including any counter offer(s) and addenda shall be delivered to Escrow Holder within 3 Days after Acceptance. Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs this Agreement. Escrow Holder shall provide Seller's Statement of Information to Title Company when received from Seller, if a separate company is providing title insurance. If Seller delivers an affidavit to Escrow Holder to satisfy Seller's FIRPTA obligation under paragraph 11A, Escrow Holder shall deliver to Buyer, Buyer's Agent, and Seller's Agent a Qualified Substitute statement that complies with federal Law. If Escrow Holder's Qualified Substitute statement does not comply with federal law, the Parties instruct escrow to withhold all applicable required amounts under paragraph 11A.

D. BROKER COMPENSATION:
(1) Payment: Agents are not a party to the escrow except for the sole purpose of receiving compensation pursuant to paragraph 21A. If a Copy of the separate compensation agreement(s), including if applicable paragraph 3G(3) of this Agreement, is deposited with Escrow Holder by Agent, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s). Buyer's obligation to pay Buyer's Broker shall be offset by any amount that Seller pays Buyer's Broker. Buyer and Seller irrevocably assign to Brokers compensation specified in paragraph 21A, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder's payment to Broker(s) of compensation pursuant to this Agreement. (2) Compensation Disclosure: Escrow Holder shall provide to Buyer a closing statement or other written documentation disclosing the amount of compensation paid to Buyer's Broker. Escrow Holder shall provide to Seller a closing statement or other written documentation disclosing: (i) the amount of compensation paid to Seller's Broker; and (ii) if applicable pursuant to paragraph 3G(3) or other mutual instruction of the parties, the amount paid by Seller for Buyer's Broker compensation.

Escrow Holder's obligation pursuant to paragraph 22D, is not intended to alter any preexisting practice of Escrow Holder to issue, as applicable, joint or separate closing statements. Escrow Holder's obligation pursuant to paragraph 22D is independent of, but may be satisfied by, any closing statement mandated by Buyer's lender.

E. INVOICES: Buyer and Seller acknowledge that Escrow Holder may require invoices for expenses under this Agreement.

Buyer and Seller, upon request by Escrow Holder, within 3 Days or within a sufficient time to close escrow, whichever is sooner, shall provide any such invoices to Escrow Holder.

F. VERIFICATION OF DEPOSIT: Upon receipt, Escrow Holder shall provide Buyer, Seller, and each Agent verification of Buyer's deposit of funds pursuant to paragraph 5A(1) and C.A.R. Form IDA. Once Escrow Holder becomes aware of any of the following, Escrow Holder shall immediately notify each Agent: (i) if Buyer's initial or any additional deposit or down payment is not made pursuant to this Agreement, or is not good at time of deposit with Escrow Holder; or (ii) if Buyer and Seller instruct Escrow Holder to cancel escrow.

G. DELIVERY OF AMENDMENTS: A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall be delivered to Escrow Holder within 3 Days after mutual execution of the amendment.

23. SELECTION OF SERVICE PROVIDERS: Agents do not guarantee the performance of any vendors, service or product providers (“Providers”), whether referred by Agent or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providers of their own choosing.

24. MULTIPLE LISTING SERVICE (“MLS”): Agents are authorized to report to the MLS that an offer has been accepted and, upon Close Of Escrow, the sales price and other terms of this transaction shall be provided to the MLS to be published and disseminated to persons and entities authorized to use the information on terms approved by the MLS. Buyer acknowledges that: (i) any pictures, videos, floor plans (collectively, “Images”) or other information about the Property that has been or will be inputted into the MLS or internet portals, or both, at the instruction of Seller or in compliance with MLS rules, will not be removed after Close Of Escrow; (ii) California Civil Code § 1088(c) requires the MLS to maintain such Images and information for at least three years and as a result they may be displayed or circulated on the Internet, which cannot be controlled or removed by Seller or Agents; and (iii) Seller, Seller's Agent, Buyer's Agent, and MLS have no obligation or ability to remove such Images or information from the Internet.

25. ATTORNEY FEES AND COSTS: In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorney fees and costs from the non-prevailing Buyer or Seller, except as provided in paragraph 38A.

26. ASSIGNMENT/NOMINATION: Buyer shall have the right to assign all of Buyer's interest in this Agreement to Buyer's own trust or to any wholly owned entity of Buyer that is in existence at the time of such assignment. Otherwise, Buyer shall not assign all or any part of Buyer's interest in this Agreement without first having obtained the separate written consent of Seller to a specified assignee. Such consent shall not be unreasonably withheld. Prior to any assignment, Buyer shall disclose to Seller the name of the assignee and the amount of any monetary consideration between Buyer and assignee. Buyer shall provide assignee with all documents related to this Agreement including, but not limited to, the Agreement and any disclosures. If assignee is a wholly owned entity or trust of Buyer, that assignee does not need to re-sign or initial all documents provided. Whether or not an assignment requires seller's consent, at the time of assignment, assignee shall deliver a letter from assignee's lender that assignee is prequalified or preapproved as specified in paragraph 6B. Should assignee fail to deliver such a letter, Seller, after first giving Assignee an Notice to Buyer to Perform, shall have the right to terminate the assignment. Buyer shall, within the time specified in paragraph 3K, Deliver any request to assign this Agreement for Seller's consent. If Buyer fails to provide the required information within this time frame, Seller's withholding of consent shall be deemed reasonable. Any total or partial assignment shall not relieve Buyer of Buyer's obligations pursuant to this Agreement unless Otherwise Agreed by Seller (C.A.R. Form AOAA). Parties shall provide any assignment agreement to Escrow Holder within 1 Day after the assignment. Any nomination by Buyer shall be subject to the same procedures, requirements, and terms as an assignment as specified in this paragraph.

27. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon, and inure to the benefit of, Buyer and Seller and their respective successors and assigns, except as otherwise provided herein.

28. ENVIRONMENTAL HAZARD CONSULTATION: Buyer and Seller acknowledge: (i) Federal, state, and local legislation impose liability upon existing and former owners and users of real property, in applicable situations, for certain legislatively defined, environmentally hazardous substances; (ii) Agent(s) has/have made no representation concerning the applicability of any such Law to this transaction or to Buyer or to Seller, except as otherwise indicated in this Agreement; (iii) Agent(s) has/have made no representation concerning the existence, testing, discovery, location, and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property; and (iv) Buyer and Seller are each advised to consult with technical and legal experts concerning the existence, testing, discover, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property.

CPA REVISED 6/25 (PAGE 12 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 12 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 10476
Property Address: Date:

29. AMERICANS WITH DISABILITIES ACT: The Americans With Disabilities Act (“ADA”) prohibits discrimination against individuals with disabilities. The ADA affects almost all commercial facilities and public accommodations. Residential properties are not typically covered by the ADA, but may be governed by its provisions if used for certain purposes. The ADA can require, among other things, that building be made readily accessible to the disabled. Different requirements apply to new construction, alterations to existing buildings, and removal of barriers in existing buildings. Compliance with the ADA may require significant costs. Monetary and injunctive remedies may be incurred if the Property is not in compliance. A real estate broker or agent does not have the technical expertise to determine whether a building is in compliance with ADA requirements, or to advise a principal on those requirements. Buyer and Seller are advised to contact a qualified California real estate attorney, contractor, architect, engineer, or other qualified professional of Buyer or Seller's own choosing to determine to what degree, if any, the ADA impacts that principal or this transaction.

30. EQUAL HOUSING OPPORTUNITY: The Property is sold in compliance with federal, state and local anti-discrimination Laws.

31. COPIES: Seller and buyer each represent that Copies of all reports, certificates, approvals, and other documents that are furnished to the other are true, correct, and unaltered Copies of the original documents, if the originals are in the possession of the furnishing party.

32. DEFINITIONS and INSTRUCTIONS: The following words are defined terms in this Agreement, shall be indicated by initial capital letters throughout this Agreement, and have the following meaning whenever used:

A. “Acceptance” means the time the offer or final counter offer is fully executed, in writing, by the recipient Party and is Delivered to the offering Party or that Party's Authorized Agent.

B. “Agent” means the Broker, salesperson, broker-associate or any other real estate licensee licensed under the brokerage firm identified in paragraph 2B.

C. “Agreement” means this document and any counter offers and any incorporated addenda or amendments, collectively forming the binding agreement between the Parties. Addenda and amendments are incorporated only when Signed and Delivered by all Parties.

D. “As-Is” condition: Seller shall disclose known material facts and defects as specified in this Agreement. Buyer has the right to inspect the Property and, within the time specified, request that Seller make repairs or take other corrective action, or exercise any contingency cancellation rights in this Agreement. Seller is only required to make repairs specified in this Agreement or as Otherwise Agreed.

E. “Authorized Agent” means an individual real estate licensee specified in the Real Estate Broker Section.

F. “C.A.R. Form” means the most current version of the specific form referenced or another comparable form agreed to by the Parties.

G. “Close Of Escrow”, including “COE”, means the date the grant deed, or other evidence of transfer of title, is recorded for any real property, or the date of Delivery of a document evidencing the transfer of title for any non-real property transaction.

H. “Copy” means copy by any means including photocopy, facsimile and electronic.

I. Counting Days is done as follows unless Otherwise Agreed: (1) The first Day after an event is the first full calendar date following the event, and ending at 11:59 pm. For example, if a Notice to Buyer to Perform (C.A.R. form NBP) is Delivered at 3 pm on the 7th calendar day of the month, or Acceptance of a counter offer is personally received at 12 noon on the 7th calendar day of the month, then the 7th is Day “0” for purposes of counting days to respond to the NBP or calculating the Close Of Escrow date or contingency removal dates and the 8th of the month is Day 1 for those same purposes. (2) All calendar days are counted in establishing the first Day after an event. (3) All calendar days are counted in determining the date upon which performance must be completed, ending at 11:59 pm on the last day for performance (“Scheduled Performance Day”). (4) After Acceptance, if the Scheduled Performance Day for any act required by this Agreement, including Close Of Escrow, lands on a Saturday, Sunday, or Legal Holiday, the performing party shall be allowed to perform on the next day that is not a Saturday, Sunday or Legal Holiday (“Allowable Performance Day”), and ending at 11:59 pm. “Legal Holiday” shall mean any holiday or optional bank holiday under Civil Code §§ 7 and 7.1 and any holiday under Government Code § 6700. (5) For the purposes of COE, any day that the Recorder's office in the County where the Property is located is closed or any day that the lender or Escrow Holder under this Agreement is closed, the COE shall occur on the next day the Recorder's office in that County, the lender, and the Escrow Holder are open. (6) COE is considered Day 0 for purposes of counting days Seller is allowed to remain in possession, if permitted by this Agreement.

J. “Day" or "Days” means calendar day or days. However, delivery of deposit to escrow is based on business days.

K. “Deliver”, “Delivered” or “Delivery” of documents, unless Otherwise Agreed, means and shall be effective upon personal receipt of the document by Buyer or Seller or their Authorized Agent. Personal receipt means (i) a Copy of the document, or as applicable, link to the document, is in the possession of the Party or Authorized Agent, regardless of the Delivery method used (i.e. e-mail, text, other). A document, or as applicable link to a document, shall be deemed to be “in possession” if it is located in the inbox for the applicable Party or Authorized Agent; or (ii) an electronic Copy of the document, or as applicable, link to the document, has been sent to the designated electronic delivery address specified in the Real Estate Broker Section, unless Otherwise Agreed in C.A.R. Form DEDA. After Acceptance, Agent may change the designated electronic delivery address for that Agent by, in writing, Delivering notice of the change in designated electronic delivery address to the other Party (C.A.R. Form DEDA). Links could be, for example, to DropBox or Google Drive or other functionally equivalent program. If the recipient of a link is unable or unwilling to open the link or download the documents or otherwise prefers Delivery of the documents directly, Recipient of a link shall notify the sender in writing, within 3 Days after Delivery of the link (C.A.R. Form RFR). In such case, Delivery shall be effective upon Delivery of the documents and not the link. Failure to notify sender within the time specified above shall be deemed consent to receive, and recipient opening, the document by link.

L. “Electronic Copy” or “Electronic Signature” means, as applicable, an electronic copy or signature complying with California Law. Unless Otherwise Agreed, Buyer and Seller agreed to the use of Electronic Signatures. Buyer and Seller agree that electronic means will not be used by either Party to modify or alter the content or integrity of this Agreement without the knowledge and consent of the other Party.

M. “Law” means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative, judicial or executive body or agency.

N. "Legally Authorized Signer" means an individual who has authority to Sign for the principal as specified in paragraph 40 or paragraph 41.

O. “Otherwise Agreed” means an agreement in writing, signed by both Parties and Delivered to each.

P. “Repairs” means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Property provided for under this Agreement.

Q. "Sign" or “Signed” means either a handwritten or Electronic Signature on an original document, Copy or any counterpart.

CPA REVISED 6/25 (PAGE 13 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 13 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 City of
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Property Address: Date:

33. FAIR APPRAISAL ACT NOTICE:

A. Any appraisal of the property is required to be unbiased, objective, and not influenced by improper or illegal considerations, including, but not limited to, any of the following: race, color, religion (including religious dress, grooming practices, or both), gender (including, but not limited to, pregnancy, childbirth, breastfeeding, and related conditions, and gender identity and gender expression), sexual orientation, marital status, medical condition, military or veteran status, national origin (including language use and possession of a driver's license issued to persons unable to provide their presence in the United States is authorized under federal law), source of income, ancestry, disability (mental and physical, including, but not limited to, HIV/AIDS status, cancer diagnosis, and genetic characteristics), genetic information, or age.

B. If a buyer or seller believes that the appraisal has been influenced by any of the above factors, the seller or buyer can report this information to the lender or mortgage broker that retained the appraiser and may also file a complaint with the Bureau of Real Estate Appraisers at https://www2.brea.ca.gov/complaint/ or call (916) 552-9000 for further information on how to file a complaint.

34. TERMS AND CONDITIONS OF OFFER: This is an offer to purchase the Property on the terms and conditions herein. The individual Liquidated Damages and Arbitration of Disputes paragraphs are incorporated in this Agreement if initialed by all Parties or if incorporated by mutual agreement in a Counter Offer or addendum. If at least one but not all Parties initial, a Counter Offer is required until agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance and to market the Property for backup offers after Acceptance. The Parties have read and acknowledge receipt of a Copy of the offer and agree to the confirmation of agency relationships. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and any supplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. By signing this offer or any document in the transaction, the Party Signing the document is deemed to have read the document in its entirety.

35. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All understandings between the Parties are incorporated in this Agreement. Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. Except as Otherwise Agreed, this Agreement shall be interpreted, and disputes shall be resolved in accordance with the Laws of the State of California. Neither this Agreement nor any provision in it may be extended, amended, modified, altered or changed, except in writing Signed by Buyer and Seller.

36. LEGALLY AUTHORIZED SIGNER: Wherever the signature or initials of the Legally Authorized Signer identified in paragraph 40 or 41 appear on this Agreement or any related documents, it shall be deemed to be in a representative capacity for the entity described and not in an individual capacity, unless otherwise indicated. The Legally Authorized Signer (i) represents that the entity for which that person is acting already exists and is in good standing to do business in California and (ii) shall Deliver to the other Party and Escrow Holder, within as specified in paragraph 3N(5), evidence of authority to act in that capacity (such as but not limited to: applicable portion of the trust or Certification Of Trust (Probate Code § 18100.5), letters testamentary, court order, power of attorney, corporate resolution, or formation documents of the business entity).

37. LIQUIDATED DAMAGES:

If Buyer fails to complete this purchase because of Buyer's default, Seller shall retain, as liquidated damages, the deposit actually paid. Buyer and Seller agree that this amount is a reasonable sum given that it is impractical or extremely difficult to establish the amount of damages that would actually be suffered by Seller in the event Buyer were to breach this Agreement. Release of funds will require mutual, Signed release instructions from both Buyer and Seller, judicial decision or arbitration award. AT THE TIME OF ANY

INCREASED DEPOSIT BUYER AND SELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES PROVISION INCORPORATING THE INCREASED DEPOSIT AS LIQUIDATED DAMAGES (C.A.R. FORM DID).

Buyer's Initials / Seller's Initials /

38. MEDIATION:

A. The Parties agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to arbitration or court action. The mediation shall be conducted through the C.A.R. Real Estate Mediation Center for Consumers (www.consumermediation.org) or through any other mediation provider or service mutually agreed to by the Parties. The Parties also agree to mediate any disputes or claims with Agents(s), who, in writing, agree to such mediation prior to, or within a reasonable time after, the dispute or claim is presented to the Agent. Mediation fees, if any, shall be divided equally among the Parties involved, and shall be recoverable under the prevailing party attorney fees clause. If, for any dispute or claim to which this paragraph applies, any Party (i) commences an action without first attempting to resolve the matter through mediation, or (ii) before commencement of an action, refuses to mediate after a request has been made, then that Party shall not be entitled to recover attorney fees, even if they would otherwise be available to that Party in any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.

B. ADDITIONAL MEDIATION TERMS: (i) Exclusions from this mediation agreement are specified in paragraph 39B; (ii) The obligation to mediate does not preclude the right of either Party to seek a preservation of rights under paragraph 39C; and (iii) Agent's rights and obligations are further specified in paragraph 39D. These terms apply even if the Arbitration of Disputes paragraph is not initialed.

CPA REVISED 6/25 (PAGE 14 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 14 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 City of
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Property Address: Date:

39. ARBITRATION OF DISPUTES:

A. The Parties agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. The Parties also agree to arbitrate any disputes or claims with Agents(s), who, in writing, agree to such arbitration prior to, or within a reasonable time after, the dispute or claim is presented to the Agent. The arbitration shall be conducted through any arbitration provider or service mutually agreed to by the Parties. The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of transactional real estate Law experience, unless the Parties mutually agree to a different arbitrator. Enforcement of, and any motion to compel arbitration pursuant to, this agreement to arbitrate shall be governed by the procedural rules of the Federal Arbitration Act, and not the California Arbitration Act, notwithstanding any language seemingly to the contrary in this Agreement. The Parties shall have the right to discovery in accordance with Code of Civil Procedure § 1283.05. The arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction.

B. EXCLUSIONS: The following matters are excluded from mediation and arbitration: (i) Any matter that is within the jurisdiction of a probate, small claims or bankruptcy court; (ii) an unlawful detainer action; and (iii) a judicial or nonjudicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land sale contract as defined in Civil Code § 2985.

C. PRESERVATION OF ACTIONS: The following shall not constitute a waiver nor violation of the mediation and arbitration provisions: (i) the filing of a court action to preserve a statute of limitations; (ii) the filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, provided the filing party concurrent with, or immediately after such filing, makes a request to the court for a stay of litigation pending any applicable mediation or arbitration proceeding; or (iii) the filing of a mechanic's lien.

D. AGENTS: Agents shall not be obligated nor compelled to mediate or arbitrate unless they agree to do so in writing.

Any Agents(s) participating in mediation or arbitration shall not be deemed a party to this Agreement.

E. “NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING

OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BY

NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING

IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,

UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU

MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.” “WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION.” Buyer's Initials / Seller's Initials /

40. OFFER
A. EXPIRATION OF OFFER: This offer shall be deemed revoked and the deposit, if any, shall be returned to Buyer unless by the date and time specified in paragraph 3C, the offer is Signed by Seller and a Copy of the Signed offer is Delivered to Buyer or Buyer's Authorized Agent. Seller has no obligation to respond to an offer made.

B. ENTITY BUYERS: (Note: If this paragraph is completed, a Representative Capacity Signature Disclosure (C.A.R. Form RCSD) is not required for the Legally Authorized Signers designated below.) (1) Non-Individual (entity) Buyers: One or more Buyers is a trust, corporation, LLC, probate estate, partnership, holding a power of attorney or other entity.
(2) Full entity name: The following is the full name of the entity (if a trust, enter the complete trust name; if under probate, enter full name of the estate, including case #):
.
(3) Contractual Identity of Buyer: For purposes of this Agreement, when the name described below is used, it shall be deemed to be the full entity name.
(A) If a trust: The trustee(s) of the trust or a simplified trust name (ex. John Doe, co-trustee, Jane Doe, co-trustee or Doe Revocable Family Trust);
(B) If Property is sold under the jurisdiction of a probate court: The name of the executor or administrator, or a simplified probate name (John Doe, executor, or Estate (or Conservatorship) of John Doe). (4) Legally Authorized Signer:
(A) This Agreement is being Signed by a Legally Authorized Signer in a representative capacity and not in an individual capacity. See paragraph 36 for additional terms.
(B) The name(s) of the Legally Authorized Signer(s) is/are: , .

C. The CPA has 17 pages. Buyer acknowledges receipt of, and has read and understands, every page and all attachments that make up the Agreement.

D. BUYER SIGNATURE(S):
(Signature) By, Date:

Printed name of BUYER:

Printed Name of Legally Authorized Signer: Title, if applicable, (Signature) By, Date:

Printed name of BUYER:

Printed Name of Legally Authorized Signer: Title, if applicable, IF MORE THAN TWO SIGNERS, USE Additional Signature Addendum (C.A.R. Form ASA).

CPA REVISED 6/25 (PAGE 15 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 15 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 X
City of Cloverdale, CA
Kevin Thompson
City of Cloverdale
X Kevin Thompson City Manager
City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C 9/10/2025
Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 10779
Property Address: Date:

41. ACCEPTANCE
A. ACCEPTANCE OF OFFER: Seller warrants that Seller is the owner of the Property or has the authority to execute this Agreement. Seller accepts the above offer and agrees to sell the Property on the above terms and conditions. Seller has read and acknowledges receipt of a Copy of this Agreement and authorizes Agent to Deliver a Signed Copy to Buyer.

Seller's acceptance is subject to the attached Counter Offer or Back-Up Offer Addendum, or both, checked below.

Seller shall return and include the entire agreement with any response.

Seller Counter Offer (C.A.R. Form SCO or SMCO)
Back-Up Offer Addendum (C.A.R. Form BUO)
B. ENTITY SELLERS: (Note: If this paragraph is completed, a Representative Capacity Signature Disclosure form (C.A.R.

Form RCSD) is not required for the Legally Authorized Signers designated below.) (1) Non-Individual (entity) Sellers: One or more Sellers is a trust, corporation, LLC, probate estate, partnership, holding a power of attorney or other entity.
(2) Full entity name: The following is the full name of the entity (if a trust, enter the complete trust name; if under probate, enter full name of the estate, including case #):
.
(3) Contractual Identity of Seller: For purposes of this Agreement, when the name described below is used, it shall be deemed to be the full entity name.
(A) If a trust: The trustee(s) of the trust or a simplified trust name (ex. John Doe, co-trustee, Jane Doe, co-trustee or Doe Revocable Family Trust);
(B) If Property is sold under the jurisdiction of a probate court: The name of the executor or administrator, or a simplified probate name (John Doe, executor, or Estate (or Conservatorship) of John Doe). (4) Legally Authorized Signer:
(A) This Agreement is being Signed by a Legally Authorized Signer in a representative capacity and not for him/herself as an individual. See paragraph 36 for additional terms.
(B) The name(s) of the Legally Authorized Signer(s) is/are: , .

C. The CPA has 17 pages. Seller acknowledges receipt of, and has read and understands, every page and all attachments that make up the Agreement.

D. SELLER SIGNATURE(S):
(Signature) By, Date:

Printed name of SELLER:

Printed Name of Legally Authorized Signer: Title, if applicable, (Signature) By, Date:

Printed name of SELLER:

Printed Name of Legally Authorized Signer: Title, if applicable, IF MORE THAN TWO SIGNERS, USE Additional Signature Addendum (C.A.R. Form ASA).

OFFER NOT ACCEPTED: ______/______ No Counter Offer is being made. This offer was not accepted by Seller __________ (date) Seller's Initials
CPA REVISED 6/25 (PAGE 16 OF 17) Buyer's Initials / Seller's Initials / COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 16 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 X
Saba Foundation Inc.

Lewis R. Warren
Saba Foundation Inc.

X Lewis R. Warren CEO and Director
City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 9/16/2025
X
10880
Property Address: Date:

REAL ESTATE BROKERS SECTION:

1. Real Estate Agents are not parties to the Agreement between Buyer and Seller.

2. Agency relationships are confirmed as stated in paragraph 2.

3. Presentation of Offer: Pursuant to the National Association of REALTORS® Standard of Practice 1-7, if Buyer's Agent makes a written request, Seller's Agent shall confirm in writing that this offer has been presented to Seller.

4. Agents' Signatures and designated electronic delivery address:

A. Buyer's Brokerage Firm DRE Lic. #
By DRE Lic. # Date
By DRE Lic. # Date
Address City State Zip
Email Phone #
More than one agent from the same firm represents Buyer. Additional Agent Acknowledgement (C.A.R. Form AAA) attached.

More than one brokerage firm represents Buyer. Additional Broker Acknowledgement (C.A.R. Form ABA) attached.

Designated Electronic Delivery Address(es): Email above or Attached DEDA: If Parties elect to have an alternative Delivery method, such method may be indicated on C.A.R. Form DEDA.

B. Seller's Brokerage Firm DRE Lic. #
By DRE Lic. # Date
By DRE Lic. # Date
Address City State Zip
Email Phone #
More than one agent from the same firm represents Seller. Additional Agent Acknowledgement (C.A.R. Form AAA) attached.

More than one brokerage firm represents Seller. Additional Broker Acknowledgement (C.A.R. Form ABA) attached.

Designated Electronic Delivery Address(es) (To be filled out by Seller's Agent): Email above or Attached DEDA: If Parties elect to have an alternative Delivery method, such method may be indicated on C.A.R. Form DEDA.

Buyer's Initials / Seller's Initials /
ESCROW HOLDER ACKNOWLEDGMENT:

Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, a deposit in the amount of $ ), Counter Offer numbers and , and agrees to act as Escrow Holder subject to paragraph 22 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder's general provisions.

Escrow Holder is advised by that the date of Acceptance of the Agreement is Escrow Holder Escrow #
By Date
Address
Phone/Fax/E-mail
Escrow Holder has the following license number #
Department of Financial Protection and Innovation, Department of Insurance, Department of Real Estate.

PRESENTATION OF OFFER: / Seller's Brokerage Firm presented this offer to Seller on (date).

Broker or Designee Initials
© 2024, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®.

Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® CPA REVISED 6/25 (PAGE 17 OF 17)
COMMERCIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (CPA PAGE 17 OF 17) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com 110 N Cloverdale Blvd and 124 E First Street, Cloverdale, 95425 September 10, 2025 Compass 01527235
Erik Terreri 02169525
109 Mill Street Healdsburg CA 95448
[email protected]
Compass 01527235
Ron Pavelka 01476514
109 Mill Street Healdsburg CA 95448
[email protected] (707)480-5424
City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C 9/10/2025
Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 9/16/2025
10981

BUYER'S INVESTIGATION ADVISORY
(C.A.R. Form BIA, Revised 6/25)

1. IMPORTANCE OF PROPERTY INVESTIGATION: Unless otherwise specified in the Agreement, the physical condition of the land and improvements being purchased is not guaranteed by either Seller or Brokers. You have an affirmative duty to exercise reasonable care to protect yourself, including discovery of the legal, practical and technical implications of disclosed facts, and the investigation and verification of information and facts that you know or that are within your diligent attention and observation. A Broker's inspection is a limited visual inspection (see C.A.R. Form AVID), and a Broker is not qualified to conduct the investigations listed below nor will Broker conduct the investigations checked below by Buyer. For these reasons, you should conduct thorough inspections, investigations, tests, surveys and other studies (Inspections and Investigations) of the Property personally and with appropriate professionals (see C.A.R. Form SBSA), who should provide written reports of their Inspections. A general physical inspection typically does not cover all aspects of the Property nor items affecting the Property that are not physically located on the Property. If any professionals recommend further investigations, including a recommendation by a pest control operator to inspect inaccessible areas of the Property, you should contact qualified experts to conduct such additional investigations.

2. BROKER OBLIGATIONS: Brokers do not have expertise in all areas and therefore cannot advise you on many items, such as those listed below. If Broker gives you referrals to other professionals, Broker does not guarantee their performance.

3. YOU ARE STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE FOLLOWING. IF YOU DO NOT DO SO, YOU ARE ACTING AGAINST THE ADVICE OF BROKERS.

A. GENERAL CONDITION OF THE PROPERTY, ITS SYSTEMS AND COMPONENTS: Foundation, roof (condition, age, leaks, useful life), plumbing, heating, air conditioning, electrical, mechanical, security, pool/spa (cracks, leaks, operation), other structural and non-structural systems and components, fixtures, built-in appliances, any personal property included in the sale, and energy efficiency of the Property.

B. SQUARE FOOTAGE, AGE, BOUNDARIES: Square footage, room dimensions, lot size, age of improvements and boundaries. Any numerical statements regarding these items are APPROXIMATIONS ONLY and have not been verified by Seller and cannot be verified by Brokers. Fences, hedges, walls, retaining walls and other barriers or markers do not necessarily identify true Property boundaries.

C. WOOD DESTROYING PESTS: Presence of, or conditions likely to lead to the presence of wood destroying pests and organisms.

D. SOIL STABILITY: Existence of fill or compacted soil, expansive or contracting soil, susceptibility to slippage, settling or movement, and the adequacy of drainage.

E. WATER AND UTILITIES; WELL SYSTEMS AND COMPONENTS; WASTE DISPOSAL: Water and utility availability, use restrictions and costs. Water quality, adequacy, condition, and performance of well systems and components. The type, size, adequacy, capacity and condition of sewer and septic systems and components, connection to sewer, and applicable fees.

F. ENVIRONMENTAL HAZARDS: Potential environmental hazards, including, but not limited to, asbestos, lead-based paint and other lead contamination, radon, methane, other gases, fuel oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, materials, products, or conditions (including mold (airborne, toxic or otherwise), fungus or similar contaminants).

G. EARTHQUAKES AND FLOODING: Susceptibility of the Property to earthquake/seismic hazards and propensity of the Property to flood.

H. FIRE, HAZARD, AND OTHER INSURANCE: The availability and cost of necessary or desired insurance may vary.

The location of the Property in a seismic, flood or fire hazard zone, and other conditions, such as the age of the Property and the claims history of the Property and Buyer, may affect the availability and need for certain types of insurance. Buyer should explore insurance options early as this information may affect other decisions, including the removal of loan and insurance contingencies.

I. BUILDING PERMITS, ZONING, GOVERNMENTAL REQUIREMENTS, AND ADDRESS: Permits, inspections, certificates, zoning, other governmental limitations, restrictions, and requirements affecting the current or future use of the Property, its development or size. Postal/mailing address and zip code may not accurately reflect the city which has jurisdiction over the Property.

J. RENTAL PROPERTY RESTRICTIONS: The State, some counties, and some cities impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants, and the right of a landlord to terminate a tenancy. Dead bolt or other locks and security systems for doors and windows, including window bars, should be examined to determine whether they satisfy legal requirements.

K. SECURITY AND SAFETY: State and local Law may require the installation of barriers, access alarms, self-latching mechanisms and/or other measures to decrease the risk to children and other persons of existing swimming pools and hot tubs, as well as various fire safety and other measures concerning other features of the Property.

L. UTILITIES; SEWER; INTERNET: Availability of gas, electric, water, sewer, garbage, internet and other services.

The provider and quality of service may vary by location.

M. SOLAR POWER SYSTEM: The existence of a solar power system; whether it is owned, leased, financed, or otherwise subject to obligations, such as a power purchase agreement or maintenance agreement; the condition of and costs associated with the system.
© 2025, California Association of REALTORS®, Inc.

BIA REVISED 6/25 (PAGE 1 OF 2)
BUYER'S INVESTIGATION ADVISORY (BIA PAGE 1 OF 2)
Phone: Fax:

By signing below, Buyer acknowledges that they have received a copy of this Buyer Investigation Advisory, and they have read and understand its terms. Buyer is encouraged to read it carefully.

Buyer Date
Buyer Date
© 2025, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®.

Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® BIA REVISED 6/25 (PAGE 2 OF 2)
BUYER'S INVESTIGATION ADVISORY (BIA PAGE 2 OF 2)
Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com City of Cloverdale
City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C 9/10/2025
Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 11183

POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER

OR SELLER - DISCLOSURE AND CONSENT
(C.A.R. Form PRBS, Revised 6/25)

1. BROKER AGENCY RELATIONSHIP WITH MULTIPLE PRINCIPALS: A real estate broker (“Brokerage”), whether a corporation, partnership or sole proprietorship, may legally represent more than one buyer or seller. This multiple representation can occur through a sole proprietor Brokerage; or through a salesperson or broker acting under the Brokerage's license (“Associate Licensee”). Associate Licensees under a Brokerage's license may be working out of the same or different office locations, and may or may not know one another. Clients of the Brokerage may have similar goals and may compete against each other for the same property or the same pool of prospective buyers. Some buyers and sellers prefer to work with individual, sole proprietor brokerages, some with brokerages that have multiple licensees, and others with large brokerage companies that have multiple offices and may have a regional, statewide or a national or international presence. Each has its own advantages. It is important for buyers and sellers to understand how the Brokerage representation of multiple buyers or sellers may impact them under various situations.

A. MULTIPLE BUYERS: Brokerage (individually or through any of its Associate Licensees) may work with many prospective buyers at the same time. These prospective buyers may have an interest in, and make offers on, the same properties. Some of these properties may be listed by the Brokerage. Whether Brokerage is large or small, it is possible that one Associate-Licensee (agent 1) working with a buyer may not be aware that another AssociateLicensee (agent 2) is working with a different buyer who is interested in viewing or making an offer on the same property as agent 1's client, and vise-versa. Brokerage will not limit or restrict any buyer from making an offer on any specific property, whether or not the Brokerage represents other buyers interested in the same property.

B. MULTIPLE SELLERS: Brokerage (individually or through its Associate Licensees) may have listings on many properties at the same time. As a result, Brokerage will attempt to find buyers for each of those listed properties.

Some listed properties may appeal to the same prospective buyers. Some properties may attract more prospective buyers than others. Some of these prospective buyers may be represented by Brokerage and some may not.

Brokerage will market all listed properties to all prospective buyers, whether or not Brokerage has other listed properties that may appeal to the same prospective buyers.

C. DUAL AGENCY IN A TRANSACTION: California law allows a brokerage to represent both a buyer and a seller in a transaction (Civil Code § 2079 et seq.).
(1) Brokerage Dual Agency: If one Associate-Licensee from the Brokerage is working with a buyer and another Associate-Licensee from the same Brokerage is working with a seller on the same transaction, the Brokerage is considered a dual agent with fiduciary duties to both buyer and seller. In that situation, each individual Associate Licensee working on the transaction is also considered a dual agent having the same knowledge and responsibility as the Brokerage.
(2) Single Agent Dual Agency: Another form of dual agency occurs when an individual Associate-Licensee is working with both the buyer and seller in the same transaction. In that situation, both the Brokerage company and the individual Associate-Licensee are dual agents with fiduciary duties to each side of the transaction.

There is no one approach to this situation. Some brokerages allow the single agent dual agent to continue to represent both parties, as that Associate-Licensee is the chosen agent of the principal. Some brokerages recommend that the broker or an office manager get involved if there is a dispute between the buyer and seller.

Some brokerages will require that the broker or an office manager assist the Associate-Licensee with one principal or the other, even if the parties do not have a dispute. Whether one of these approaches, or another, is taken in a single agent dual agency will depend on the circumstances and the brokerage policy. Regardless of the approach, the Associate-Licensee and Brokerage shall conduct activity consistent with the terms in paragraph 2C.

2. ACKNOWLEDGEMENT AND CONSENT:

A. OFFERS ARE NOT NECESSARILY CONFIDENTIAL: Buyer is advised that seller or listing agent may disclose the existence, terms, or conditions of buyer's offer to other interested buyers and agents unless all parties and their agent have signed a written confidentiality agreement, (C.A.R. Form NDA). In the absence of a signed NDA, Buyer consents to such disclosure. Whether any such information is actually disclosed depends on many factors, such as current market conditions, the prevailing practice in the real estate community, the listing agent's marketing strategy, and the instructions of the seller.

B. MULTIPLE BUYERS OR SELLERS: If Seller is represented by Brokerage, Seller acknowledges that Brokerage may represent prospective buyers of Seller's property and consents to Brokerage acting as a dual agent for both Seller and buyer in that transaction. If Buyer is represented by Brokerage, Buyer acknowledges that Brokerage may represent sellers of property that Buyer is interested in acquiring and consents to Brokerage acting as a dual agent for both Buyer and seller with regard to that property.

C. DUAL AGENCY IN A TRANSACTION: In the event of dual agency, Seller and Buyer agree that: (i) a dual agent may not, without the express permission of the respective party, disclose to the other party confidential information, including, but not limited to, facts relating to either the buyer's or seller's financial position, motivations, bargaining position, or other personal information that may impact price, including the Seller's willingness to accept a price less than the listing price or the Buyer's willingness to pay a price greater than the price offered; and (ii) except as set forth above, a dual agent is obligated to disclose known facts materially affecting the value or desirability of the Property to both parties. Seller and Buyer should discuss with a dual agent the details and parameters of this requirement. Seller and/or Buyer consents to allowing Brokerage to act as a dual agent in a transaction.

PRBS REVISED 6/25 (PAGE 1 OF 2)
POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER (PRBS PAGE 1 OF 2) Phone: Fax:

Buyer Date
Buyer Date
Seller Date
Seller Date
Buyer's Brokerage Firm DRE Lic #
By DRE Lic # Date
Seller's Brokerage Firm DRE Lic #
By DRE Lic # Date
© 2025, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®.

Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® PRBS REVISED 6/25 (PAGE 2 OF 2)
POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER (PRBS PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com City of Cloverdale
Saba Foundation Inc.

Compass 01527235
02169525
Erik Terreri
Compass 01527235
01476514
Ron Pavelka
City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C 9/10/2025
9/10/2025
Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 9/16/2025
9/16/2025
11385

FAIR HOUSING AND DISCRIMINATION ADVISORY
(C.A.R. Form FHDA, Revised 12/24)

1. EQUAL ACCESS TO HOUSING FOR ALL: All housing in California is available to all persons. Discrimination as noted below is prohibited by law. Resources are available for those who have experienced unequal treatment under the law.

2. FEDERAL AND STATE LAWS PROHIBIT DISCRIMINATION AGAINST IDENTIFIED PROTECTED CLASSES:

A. FEDERAL FAIR HOUSING ACT (“FHA”) Title VIII of the Civil Rights Act; 42 U.S.C. §§ 3601-3619; Prohibits discrimination in sales, rental or financing of residential housing against persons in protected classes; B. CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT (“FEHA”) California Government Code (“GC”) §§ 12900- 12996,12955; 2 California Code of Regulations (“CCR”) §§ 12005-12271; Prohibits discrimination in sales, rental or financing of housing opportunity against persons in protected classes by providers of housing accommodation and financial assistance services as related to housing;
C. CALIFORNIA UNRUH CIVIL RIGHTS ACT (“Unruh”) California Civil Code (“CC”) § 51; Prohibits business establishments from discriminating against, and requires full and equal accommodation, advantages, facilities, privileges, and services to persons in protected classes;
D. AMERICANS WITH DISABILITIES ACT (“ADA”) 42 U.S.C. §§ 12181-12189; Title III of the ADA prohibits discrimination based on disability in public accommodations; and
E. OTHER FAIR HOUSING LAWS: § 504 of Rehabilitation Act of 1973 29 U.S.C. § 794; Ralph Civil Rights Act CC § 51.7; California Disabled Persons Act; CC §§ 54-55.32; any local city or county fair housing ordinances, as applicable.

3. POTENTIAL LEGAL REMEDIES FOR UNLAWFUL DISCRIMINATION: Violations of fair housing laws may result in monetary civil fines, injunctive relief, compensatory and/or punitive damages, and attorney fees and costs.

4. PROTECTED CLASSES/CHARACTERISTICS: Whether specified in Federal or State law or both, discrimination against persons based on that person's belonging to, association with, or perceived membership in, certain classes or categories, such as the following, is prohibited. Other classes, categories or restrictions may also apply.

Race (and race traits) Color Ancestry National Origin Religion Age Sex, Sexual Orientation Gender, Gender Identity,
Gender expression
Marital Status Familial Status (family with
a child or children under
18)
Citizenship Immigration Status Primary Language Military/Veteran Status Source of Income (e.g., Section 8 Voucher)
Medical Condition Disability (Mental & Physical) Genetic Information Criminal History (nonrelevant convictions)Any Arbitrary Characteristic or Intersectionality

5. THE CALIFORNIA DEPARTMENT OF REAL ESTATE REQUIRES TRAINING AND SUPERVISION TO PREVENT HOUSING DISCRIMINATION BY REAL ESTATE LICENSEES:

A. California Business & Professions Code (“B&PC”) § 10170.5(a)(4) requires 3 hours of training on fair housing for DRE license renewal; Real Estate Regulation § 2725(f) requires brokers who oversee salespersons to be familiar with the requirements of federal and state laws relating to the prohibition of discrimination.

B. Violation of DRE regulations or real estate laws against housing discrimination by a real estate licensee may result in the loss or suspension of the licensee's real estate license. B&PC §10177(l)(1); 10 CCR § 2780

6. REALTOR® ORGANIZATIONS PROHIBIT DISCRIMINATION: NAR Code of Ethics Article 10 prohibits discrimination in employment practices or in rendering real estate license services against any person because of race, color, religion, sex, disability, familial status, national origin, sexual orientation, or gender identity by REALTORS®.

7. WHO IS REQUIRED TO COMPLY WITH FAIR HOUSING LAWS?
Below is a non-exclusive list of providers of housing accommodations or financial assistance services as related to housing who are most likely to be encountered in a housing transaction and who must comply with fair housing laws. ● Sellers ● Landlords/Housing Providers ● Sublessors
● Real estate licensees ● Real estate brokerage firms ● Property managers ● Mobilehome parks ● Homeowners Associations (“HOAs”); ● Banks and Mortgage lenders ● Insurance companies ● Government housing services ● Appraisers

8. EXAMPLES OF CONDUCT THAT MAY NOT BE MOTIVATED BY DISCRIMINATORY INTENT BUT COULD HAVE A DISCRIMINATORY EFFECT:

A. Prior to acceptance of an offer, asking for or offering buyer personal information or letters from the buyer, especially with photos.

Those types of documents may inadvertently reveal, or be perceived as revealing, protected status information thereby increasing the risk of (i) actual or unconscious bias, and (ii) potential legal claims against sellers and others by prospective buyers whose offers were rejected.

B. Refusing to rent (i) an upper-level unit to an elderly tenant out of concern for the tenant's ability to navigate stairs or (ii) a house with a pool to a person with young children out of concern for the children's safety.

9. EXAMPLES OF UNLAWFUL OR IMPROPER CONDUCT BASED ON A PROTECTED CLASS OR CHARACTERISTIC:

A. Refusing to negotiate for a sale, rental or financing or otherwise make a housing opportunity unavailable; failing to present offers due to a person's protected status;
B. Refusing or failing to show, rent, sell or finance housing; “channeling” or “steering” a prospective buyer or tenant to or away from a particular area due to that person's protected status or because of the racial, religious or ethnic composition of the neighborhood; C. “Blockbusting” or causing “panic selling” by inducing a listing, sale or rental based on the grounds of loss of value of property, increase in crime, or decline in school quality due to the entry or prospective entry of people in protected categories into the neighborhood;
D. Making any statement or advertisement that indicates any preference, limitation, or discrimination; © 2024, California Association of REALTORS®, Inc.

FHDA REVISED 12/24 (PAGE 1 OF 2)
FAIR HOUSING AND DISCRIMINATION ADVISORY (FHDA PAGE 1 OF 2) Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Healdsburg - Compass, 109 Mill Street Healdsburg, CA 95448 (415) 519-0706 (707) 547-3801 City of Cloverdale Erik Terreri
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 11486
E. Inquiring about protected characteristics (such as asking tenant applicants if they are married, or prospective purchasers if they have children or are planning to start a family);
F. Using criminal history information before otherwise affirming eligibility, and without a legally sufficient justification; G. Failing to assess financial standards based on the portion of the income responsible by a tenant who receives government subsidies (such as basing an otherwise neutral rent to income ratio on the whole rent rather than just the part of rent that is the tenant's responsibility);
H. Denying a home loan or homeowner's insurance;
I. Offering inferior terms, conditions, privileges, facilities or services; J. Using different qualification criteria or procedures for sale or rental of housing such as income standards, application requirements, application fees, credit analyses, sale or rental approval procedures or other requirements; K. Harassing a person;
L. Taking an adverse action based on protected characteristics; M. Refusing to permit a reasonable modification to the premises, as requested by a person with a disability (such as refusing to allow a tenant who uses a wheelchair to install, at their expense, a ramp over front or rear steps, or refusing to allow a tenant with a disability from installing, at their own expense, grab bars in a shower or bathtub); N. Refusing to make reasonable accommodation in policies, rules, practices, or services for a person with a disability (such as the following, if an actual or prospective tenant with a disability has a service animal or support animal):
(i) Failing to allow that person to keep the service animal or emotional support animal in rental property, (ii) Charging that person higher rent or increased security deposit, or (iii) Failing to show rental or sale property to that person who is accompanied by the service animal or support animal, and; O. Retaliating for asserting rights under fair housing laws.

10. EXAMPLES OF POSITIVE PRACTICES:

A. Real estate licensees working with buyers or tenants should apply the same objective property selection criteria, such as location/neighborhood, property features, and price range and other considerations, to all prospects.

B. Real estate licensees should provide complete and objective information to all clients based on the client's selection criteria.

C. Real estate licensees should provide the same professional courtesy in responding to inquiries, sharing of information and offers of assistance to all clients and prospects.

D. Housing providers should not make any statement or advertisement that directly or indirectly implies preference, limitation, or discrimination regarding any protected characteristic (such as “no children” or “English-speakers only”).

E. Housing providers should use a selection process relying on objective information about a prospective buyer's offer or tenant's application and not seek any information that may disclose any protected characteristics (such as using a summary document, e.g. C.A.R. Form SUM-MO, to compare multiple offers on objective terms).

11. FAIR HOUSING RESOURCES: If you have questions about your obligations or rights under the Fair Housing laws, or you think you have been discriminated against, you may want to contact one or more of the sources listed below to discuss what you can do about it, and whether the resource is able to assist you.

A. Federal: https://www.hud.gov/program_offices/fair_housing_equal_opp B. State: https://calcivilrights.ca.gov/housing/
C. Local: local Fair Housing Council office (non-profit, free service) D. DRE: https://www.dre.ca.gov/Consumers/FileComplaint.html E. Local Association of REALTORS®. List available at: https://www.car.org/en/contactus/rosters/localassociationroster.

F. Any qualified California fair housing attorney, or if applicable, landlord-tenant attorney.

12. LIMITED EXCEPTIONS TO FAIR HOUSING REQUIREMENTS: No person should rely on any exception below without first seeking legal advice about whether the exception applies to their situation. Real estate licensees are not qualified to provide advice on the application of these exceptions.

A. Legally compliant senior housing is exempt from FHA, FEHA and Unruh as related to age or familial status only; B. An owner of a single-family residence who resides at the property with one lodger may be exempt from FEHA for rental purposes, PROVIDED no real estate licensee is involved in the rental; C. An owner of a single-family residence may be exempt from FHA for sale or rental purposes, PROVIDED (i) no real estate licensee is involved in the sale or rental and (ii) no discriminatory advertising is used, and (iii) the owner owns no more than three single-family residences. Other restrictions apply; D. An owner of residential property with one to four units who resides at the property, may be exempt from FHA for rental purposes, PROVIDED no real estate licensee is involved in the rental; and E. Both FHA and FEHA do not apply to roommate situations. See, Fair Housing Council v Roommate.com LLC, 666 F.3d 1216 (2019).

F. Since both the 14th Amendment of the U.S. Constitution and the Civil Rights Act of 1866 prohibit discrimination based on race; the FHA and FEHA exemptions do not extend to discrimination based on race.

Buyer/Tenant and Seller/Housing Provider have read, understand and acknowledge receipt of a copy of this Fair Housing & Discrimination Advisory.

Buyer/Tenant Date
Buyer/Tenant Date
Seller/Housing Provider Date
Seller/Housing Provider Date
© 2024, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®.

Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® FHDA REVISED 12/24 (PAGE 2 OF 2)
FAIR HOUSING AND DISCRIMINATION ADVISORY (FHDA PAGE 2 OF 2) Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com City of Cloverdale
Saba Foundation Inc.

City of Cloverdale
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C 9/10/2025
Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 9/16/2025
11587

BUYER HOMEOWNERS' INSURANCE ADVISORY
(C.A.R. Form BHIA, 6/24)

1. IMPORTANCE OF OBTAINING PROPERTY INSURANCE: If the property you are purchasing is destroyed or damaged due to natural disaster or accident or some other event, insurance may be available to help with the cost of repair or rebuilding. In the absence of property insurance, the homeowner would be responsible for the full expense. If the property is purchased with a loan, or refinanced, the lender will require an insurance policy protecting its interest. Insurance policies can cover damage due to one or more of the following: fire, flood, earthquake and other causes. The policy or an insurance broker should be consulted to determine when coverage applies and whether a supplement or rider can be purchased to provide additional coverage or if a separate policy is necessary.

2. PROPERTY INSURANCE AND PURCHASE CONTRACT TERMS: Your real estate purchase contract may contain a contingency that gives you the right to legally cancel the agreement within a specified time if you are unable to obtain or afford property insurance. This cancellation right may be a specific contingency pertaining to insurance or may be part of an overall investigation contingency. If buyer waives or removes the applicable contingency before determining the availability and cost of property insurance, buyer is acting against the advice of broker. Additionally, if the property is part of an HOA, lenders may require and buyers will want to know that the HOA has adequate insurance to cover the areas for which the HOA is responsible.

3. CALIFORNIA'S PROPERTY INSURANCE MARKET: Some insurance carriers in California have stopped issuing new property insurance policies and others are limiting the number and location of new policies, due to rising replacement costs and an increase in natural disasters. These changes may affect both the availability and cost of insurance. However, over 50 insurance carriers are admitted to sell property insurance in California so it may be possible to obtain insurance even if some carriers will not write a new policy covering the property you intend to buy. An insurance broker may also be able to find a non-admitted insurance carrier offering to insure the property you intend to buy. Because locating an affordable insurance policy could take time and effort, buyers are advised to make all insurance inquiries as early in the home buying process as possible.

4. INSURANCE CONDITIONS: Many insurance carriers impose physical condition standards before issuing a policy, or reserve the right to cancel policies even after they are issued, if certain minimum standards are not confirmed in an inspection or otherwise. Physical conditions standards could include, but are not limited to, prohibition of “knob and tube” electrical wiring, requirements related to piping/plumbing materials, standards related to the age and/or quality of the roof or foundation, minimal safety standards related to handrails, tripping hazards, and defensible space requirements.

5. RESOURCES: The California Department of Insurance (DOI) maintains a website addressing Residential Home insurance. Resources on this State government webpage include: (i) Top Ten tips for Finding Residential Insurance; (ii) Residential Insurance Company Contact List; (iii) Home Insurance Finder; and (iv) information on other insurance issues. The webpage also includes information on how to contact the DOI, and suggestions on what to do if you cannot find insurance. The webpage and link to other documents is located at https://www.insurance.ca.gov/01-consumers/105- type/5-residential/index.cfm.

6. BROKER RECOMMENDATION: Buyer is advised to explore available property insurance options early in the home buying process and to consult with a qualified insurance professional of buyer's choosing to understand insurance availability and cost prior to removal of any related contingencies. Real estate brokers do not have expertise in this area.

By signing below, Buyer acknowledges that Buyer has read, understands, and has received a copy of this Buyer Homeowners' Insurance Advisory.

Buyer Date
Buyer Date
© 2024, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®.

Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® BHIA 6/24 (PAGE 1 OF 1)
BUYER HOMEOWNERS' INSURANCE ADVISORY (BHIA PAGE 1 OF 1) Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com City of Cloverdale
Healdsburg - Compass, 109 Mill Street Healdsburg, CA 95448 (415) 519-0706 (707) 547-3801 City of Cloverdale Erik Terreri
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C 9/10/2025
Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 11688

WIRE FRAUD AND ELECTRONIC FUNDS

TRANSFER ADVISORY
(C.A.R. Form WFA, Reviewed 6/25)
WIRE FRAUD AND ELECTRONIC FUNDS TRANSFERS ADVISORY:

The ability to communicate and conduct business electronically is a convenience and reality in nearly all parts of our lives.

At the same time, it has provided hackers and scammers new opportunities for their criminal activity. Many businesses have been victimized and the real estate business is no exception.

While wiring or electronically transferring funds is a welcome convenience, we all need to exercise extreme caution.

Emails attempting to induce fraudulent wire transfers have been received and have appeared to be legitimate. Reports indicate that some hackers have been able to intercept emailed transfer instructions, obtain account information and, by altering some of the data, redirect the funds to a different account. It also appears that some hackers were able to provide false phone numbers for verifying the wiring or funds transfer instructions. In those cases, the victim called the number provided to confirm the instructions, and then unwittingly authorized a transfer to somewhere or someone other than the intended recipient.

ACCORDINGLY, YOU ARE ADVISED:

1. Obtain phone numbers and account numbers only from Escrow Officers, Property Managers, or Housing Providers at the beginning of the transaction.

2. DO NOT EVER WIRE OR ELECTRONICALLY TRANSFER FUNDS PRIOR TO CALLING TO CONFIRM THE TRANSFER INSTRUCTIONS. ONLY USE A PHONE NUMBER YOU WERE PROVIDED PREVIOUSLY. Do not use any different phone number or account number included in any emailed transfer instructions.

3. Orally confirm the transfer instruction is legitimate and confirm the bank routing number, account numbers and other codes before taking steps to transfer the funds.

4. Avoid sending personal information in emails or texts. Provide such information in person or over the telephone directly to the Escrow Officer, Property Manager, or Housing Provider.

5. Take steps to secure the system you are using with your email account. These steps include creating strong passwords, using secure WiFi, and not using free services.

If you believe you have received questionable or suspicious wire or funds transfer instructions, immediately notify your bank, and the other party, and the Escrow Office, Housing Provider, or Property Manager. The sources below, as well as others, can also provide information:

Federal Bureau of Investigation: https://www.fbi.gov/; the FBI's IC3 at www.ic3.gov; or 310-477-6565 National White Collar Crime Center: http://www.nw3c.org/ On Guard Online: https://www.onguardonline.gov/
NOTE: There are existing alternatives to electronic and wired fund transfers such as cashier's checks.

The term “Housing Provider” also includes Landlord or Rental Property Owner.

By signing below, Buyer/Tenant and Seller/Housing Provider acknowledge that each has received a copy of this Wire Fraud and Electronic Funds Transfer Advisory, and each has read and understands its terms.

Buyer/Tenant Date
Buyer/Tenant Date
Seller/Housing Provider Date
Seller/Housing Provider Date
© 2025, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®.

Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® WFA REVIEWED 6/25 (PAGE 1 OF 1)
WIRE FRAUD AND ELECTRONIC FUNDS TRANSFER ADVISORY (WFA PAGE 1 OF 1) Phone: Fax:

Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com City of Cloverdale
Saba Foundation Inc.

Healdsburg - Compass, 109 Mill Street Healdsburg, CA 95448 (415) 519-0706 (707) 547-3801 City of Cloverdale Erik Terreri
Docusign Envelope ID: DAB6AF07-09B4-49DD-8A04-BB91F326DA6C 9/10/2025
Docusign Envelope ID: B0ED1B6E-9E62-4921-A945-E29FC5F2698A 9/16/2025
11789

CALIFORNIA CONSUMER PRIVACY ACT ADVISORY,

DISCLOSURE AND NOTICE
(C.A.R. Form CCPA, Revised 12/22)
The California Consumer Privacy Act (commencing with Civil Code § 1798.100) (“CCPA”), as amended by California voters in 2020, grants to California residents certain rights in their private, personal information (“PI”) that is collected by companies with whom they do business. Under the CCPA, PI is defined broadly to encompass non-public records information that could reasonably be linked directly or indirectly to you. PI could potentially include photographs of, or sales information about, your property.

During the process of buying and selling real estate your PI will be collected and likely shared with others, including real estate licensees, a Multiple Listing Service, real estate internet websites, service providers, lenders, and title and escrow companies, to name several possibilities. Businesses that are covered by the CCPA are required to grant you various rights in your PI, including the right to know what PI is collected, the right to know what PI is sold or shared and to whom, the right to request that the business correct or delete your PI, the right to “opt out” or stop the transfer of your PI to others, and the right to limit the use of certain PI which is considered “sensitive.” You may get one or more notices regarding your CCPA rights from businesses you interact with in a real estate transaction. However, not all businesses that receive or share your PI are obligated to comply with the CCPA. Moreover, businesses that are otherwise covered under the CCPA may have a legal obligation to maintain PI, notwithstanding your instruction to the contrary. For instance, regardless of whether they are covered by CCPA, under California law, brokers and Multiple Listing Services are required to maintain their records for 3 years. If you wish to exercise your rights under CCPA, where applicable, you should contact the respective business directly.

You can obtain more information about the CCPA and your rights under the law from the State of California Department of Justice (oag.ca.gov/privacy/ccpa). Additionally, the California Privacy Protection Agency is authorized to promulgate regulations which may further clarify requirements of the CCPA (cppa.ca.gov/regulations/).

I/we acknowledge receipt of a copy of this California Consumer Privacy Act Advisory, Disclosure and Notice.

Buyer/Seller/Landlord/Tenant Date

© 2022, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, LLC.
a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020
CCPA REVISED 12/22 (PAGE 1 OF 1)
CALIFORNIA CONSUMER PRIVACY ACT ADVISORY (CCPA PAGE 1 OF 1) Phone: Fax: