Recorded PIA — Cotati City Council, June 27, 2023

2021137288
Deva Marie Prods Of Sonoma County
Proto

NO FEE DOCUMENT
Government Code §6103 and §27383 12/20/2021 03:34 PM
RECORDING REQUESTED BY AND Fee: $ 0.00 27 Pages
WHEN RECORDED MAIL TO: CONFORMED COPY
Not Compared with Original

CITY OF COTATI
City Hall
201 West Sierra Ave.

Cotati, CA 94931 The Above Space For Recorder's
Att: City Manager Use Only

PUBLIC IMPROVEMENT AGREEMENT
This Public Improvement Agreement ("Agreement") is entered into this 16# day of Dec Novembér, 2021, by and between the CITY OF COTATI, a California municipal corporation ("City") and Townsend Capital Partners, LLC a California limited liability company ("Principal"). City and Principal may be individual or collectively referred to as a "Party" or the "Parties" to this Agreement.

RECITALS
A. Principal owns the real property located in the City of Cotati, California, which is more particularly described in Exhibit "A" attached to this Agreement and incorporated by reference ("the "Principal Property").

B. City owns the real property located in the City of Cotati, California, which is more particularly described in Exhibit "B" attached to this Agreement and incorporated by reference (the "City Property").

C. On June 21, 2021, the City Planning Commission conditionally approved Principal's application for a Preliminary Design Review for the complete exterior renovation, including façade improvements; new siding, doors and windows; landscaping of the entire site; construction of a new parking lot and frontage improvements for the structures located at 8125, 8145 and 8175 Gravenstein Highway in the Commercial Gravenstein Corridor (CG) zoning district under resolution No. PC-2021 - 4. ("Project"), D. The City Planning Commission approvals and City ordinances require Principal to construct the following improvements on the City Property: Half Width Commercial Street Section per Cotati Standard number 102 On behalf of Principal, MF Kessler Engineers has prepared plans for the construction of the Required Improvements, as shown on the plans for, and incorporated herein by reference.

F. This Agreement memorializes the understanding between the Parties regarding the terms and conditions under which Principal will construct and City will accept the Required Improvements.

SF #4830-1910-6882 v8 1 PUBLIC IMPROVEMENT AGREEMENT

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

Construction of Improvements. Principal agrees to construct and install on the City Property, at Principal's own cost and expense, the Required Improvements shown on the approved improvement plans submitted by Principal, and dated November 3, 2021, signed by the Public Works Director and incorporated herein and incorporated herein by reference. Prior to commencing any work, Principal shall, at its sole cost and expense, obtain all necessary permits and approvals and give all necessary and incidental notices required for the lawful construction of the Required Improvements and performance of Principal's obligations under this Agreement. The Required Improvements shall be constructed in accordance with all approved maps, plans, specifications, standard drawings, and special amendments thereto on file with City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements applicable at the time work is actually commenced.

Principal shall, in accordance with the Public Works Improvement Plans, complete or cause to be completed the Public Works Improvements to the satisfaction of City Engineer within two years of the Effective Date of this Agreement. The dates for commencement and completion of the work of construction may be extended as herein provided. The City Engineer shall extend said dates for delays in said work actually caused by riots, strikes, lockouts, fires, earthquakes, flood and conditions resulting therefrom. Extension of said dates for any other cause shall be made only by the City Council. The City Engineer and City Council shall be the sole and final judge as to whether good cause has been shown to entitle Principal to an extension. Any extension granted pursuant to this paragraph shall not obligate City in any manner to grant other requests for extension.

Any request for extension of any commencement and completion date shall be in writing, shall fully state the facts and grounds relied upon for said extension, and shall be delivered to CITY in the manner hereinafter specified for services of notices.

Extensions shall be granted in writing and any purported oral extension or purported oral agreement to make an extension shall not be valid for any purpose whatsoever.

In the event it is deemed necessary by the CITY to extend the time of commencement or completion of the work to be done under this Agreement beyond the dates specified herein, such extension shall in no way release any guarantee given by Principal pursuant to this Agreement, or relieve or release those providing Public Works Improvement security pursuant to this Agreement. The sureties in executing the bonds and/or other providers of security shall be deemed to stipulate and agree that no change, extension of time, alteration or addition to the term of the Agreement or to the work to be performed thereunder or the specifications accompanying the same including, but not limited to, the Public Works Improvement plan shall in any way affect its obligations on the bond or other instrument, and to waive notice of any such change, SF #4830-1910-6882 v8 2 PUBLIC IMPROVEMENT AGREEMENT
extension of time, alteration or addition to the terms of the Agreement or to the work or to the specifications.

The granting of any extension may be conditioned upon Principal providing CITY with increased Inspection Fees and new or amended surety bonds or other security in amounts increased to reflect increases in the cost of constructing the required Public Works Improvements that have occurred prior to the granting of the extension, and the cost of additional inspection services.

1. Standard of Performance. Principal and its contractors, if any, shall perform all work required to construct the Required Improvements under this Agreement in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California.

Including without limitation standards generally recognized to protect the public during construction of the Required Improvements. Principal represents and maintains that it or its contractors shall be skilled in the professional calling necessary to perform the work.

Principal warrants that all of its employees and contractors shall have sufficient skill and experience to perform the work assigned to them, and that they shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work, and that such licenses, permits, qualifications and approvals shall be maintained throughout the term of this Agreement.
a. Alterations to Improvements. All work shall be done and improvements made and completed as shown on approved plans and specifications, and any subsequent alterations thereto. If during the course of construction and installation of the Required Improvements it is determined that the public interest requires alterations in the Required Improvements, Principal shall undertake such design and construction changes as may be reasonably required by City. Any and all alterations in the plans and specifications and the Required Improvements to be completed may be accomplished without giving prior notice thereof to Principal's surety, if any, for this Agreement. b. Fees and Charges. Principal shall, at its sole cost and expense, pay all fees, charges, and taxes arising out of construction of the Required Improvements, including, but not limited to, all plan check, design review, engineering, inspection, and other service fees, and any impact or connection fees established by City ordinance, resolution, regulation, or policy, or as established by City or as required by other governmental agencies having jurisdiction over the Required Improvements. c. Notice and City Inspections and Standards. Principal shall notify the responsible department at least one working day in advance of:

1. The date work is commenced;

2. Work stoppage of more than one day;
The accomplishment of work on a Saturday, Sunday, or legal holiday;

4. Completion of the Public Works Improvements.

2. Principal shall allow CITY's duly authorized representative access to the Public Works Improvement at all times and shall furnish them with every reasonable facility for ascertaining that the methods, materials, and workmanship comply with the requirements and SF #4830-1910-6882 v8 PUBLIC IMPROVEMENT AGREEMENT
intent of the Public Works Improvement plans. CITY may reject defective work and require its repair, replacement, or removal by Principal all at no expense to CITY. All work shall meet the standards set forth in the City of Cotati Subdivision Ordinance and the standards of the City Engineer's office and all other applicable federal, state and local laws and standards, department contrary approval notwithstanding, and otherwise shall conform to the Public Works Improvement Plans..

3. Completion of Required Improvements. Upon completion of all Required Improvements in accordance with the approved improvement plans dated November 3, 2021, and signed by the Public Works Director, Principal shall offer to dedicate the Required Improvements to City, and City agrees to accept that offer of dedication in accordance with its policies and procedures and the terms of this Agreement.

Notwithstanding the foregoing, City agrees that it shall accept the offer of dedication no later than ninety (90) days following the date upon which Principal provides the offer of dedication to City, assuming the Required Improvements are acceptable to City.

Title to Required Improvements. City shall not accept the Required Improvements unless they are constructed in conformity with the approved plans and specifications, approved modifications, if any, and City Improvement Standards and Specifications, to the reasonable satisfaction of the City Engineer, or his or her designee (hereafter the "City Engineer"), which satisfaction of the City Engineer shall not be unreasonably withheld, conditioned or delayed. Until such time as the Required Improvements are accepted by the City, Principal shall retain title and shall be responsible for, and bear the risk of loss to, any of the improvements constructed or installed. Title to and ownership of the Required Improvements shall vest absolutely in City upon completion and acceptance in writing of such Required Improvements by City. City shall not accept the Required Improvements unless title to the Required Improvements is entirely free from lien. Prior to acceptance, Principal shall supply the City with appropriate lien releases, at no cost to and in a form acceptable to City. a. Principal's Notice of Completion. Upon the acceptance of the Required Improvements by City, Principal shall file with the Recorder's Office of the County of Sonoma a notice of completion for the accepted Required Improvements, at which time the accepted Required Improvements shall become the sole and exclusive property of City without payment therefor.
b. City Acceptance of Required Improvements. Issuance by City of occupancy permits for any buildings or structures located on the Property shall not be construed in any manner to constitute City's acceptance or approval of any Required Improvements.
c. Principal's Obligation to Provide As-Built or Record Drawings.

Notwithstanding the foregoing, City may not accept any Required Improvements unless Engineer Pral supr eired improver as the racing all be plane do the cal reflect the condition of the Required Improvements as constructed, with all changes incorporated therein.

SF #4830-1910-6882 v8 4 PUBLIC IMPROVEMENT AGREEMENT
Extension of Time to Complete Improvements.

The City Engineer may extend the date for completing the Required Improvements. Extensions shall be granted only upon a showing of good cause by the Principal.
b. Requests for extension of the completion date shall be in writing and delivered to the City Engineer in the manner hereinafter specified for service of notices.

An extension of time, if any, shall be granted only in writing, and an oral extension shall not be valid or binding on the City.

C. In the event the City Engineer extends the time of completion of the Required Improvements, such extension may be granted without notice by City to the Principal's surety and shall in no way release any guarantee or security given by the Principal
executing the securities shall be deemed to have expressly agreed to any such extension of time.

In granting any extension of time, City may require new or amended improvement security to reflect increases in the estimated costs of constructing the Required Improvements or impose other conditions to protect its interests and ensure the timely completion of the Required Improvements.

Inspection. Principal shall allow CITY's duly authorized representative access to the Public Works Improvement at all times and shall furnish them with every reasonable facility for ascertaining that the methods, materials, and workmanship comply with the requirements and intent of the Public Works Improvement plans. CITY may reject defective work and require its repair, replacement, or removal by Principal all at no expense to CITY. Upon completion of the work, Principal may request a final inspection by the City Engineer or his designee. If the City Engineer or the designated representative determines that the work has been completed in accordance with this Agreement, then the City Engineer shall certify the completion of the Required Improvements to the City.

No improvements shall be finally accepted unless all aspects of the work have been inspected and determined to have been completed in accordance with the Improvement Plans and City standards. Principal shall bear all costs of plan check, inspection and certification.

Maintenance of Improvements. City shall not be responsible or liable for the maintenance or care of the Required Improvements until City formally approves and accepts them in accordance with the terms of this Agreement. Upon City's acceptance of the Required Improvements (which pursuant to Section 3 hereof, shall be no later than ninety (90) days following the date upon which Principal makes the offer of dedication to City, assuming the Required Improvements are acceptable to City) City shall thereafter be fully responsible and liable for the maintenance and care of the Required Improvements, and Principal shall be fully released from all maintenance obligations with regard to the Required Improvements. City shall exercise no control over the Required Improvements until approved and accepted. Any use by any person of the Required SF #4830-1910-6882 v8 5 PUBLIC IMPROVEMENT AGREEMENT
Improvements, or any portion thereof, shall be at the sole and exclusive risk of the Principal at all times prior to City's acceptance of the Required Improvements. Principal shall maintain all the Required Improvements in a state of good repair until they are completed by Principal and approved and accepted by City. Maintenance shall include, but shall not be limited to, repair of pavement, curbs, gutters, sidewalks, signals, parkways, maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to City; removal of debris from sewers and storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets and street improvements.

If Principal fails to properly prosecute its maintenance obligation under this section, City may do all work necessary for such maintenance and the cost thereof shall be the responsibility of Principal and its surety under this Agreement. City shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the Required Improvements or their condition prior to acceptance, except however is such damage or injury is caused by the actions or omissions of any of its employees, contractors, agents, representatives or invitees. Until final acceptance of the Required Improvements, Principal shall give good and adequate warning to the public of each and every dangerous condition existing on the City Property, and will take reasonable actions to protect the public from such dangerous conditions.

8. Warranty. If, within a period of one (1) year after final acceptance by City of the Required Improvements ("Warranty Period"), any improvement or part of any improvement furnished and/or installed or constructed, or caused to be installed or constructed by Principal, or any of the work done under this Agreement materially fails to fulfill any of the requirements of this Agreement or the specifications referred to herein, Principal shall without delay and without any cost to City, repair, replace or reconstruct any defective or otherwise unsatisfactory part or parts of the improvements. If Principal fails to act promptly or in accordance with this requirement, or if the exigencies of the situation require repairs or replacements to be made before Principal can be notified, then City may, at its option, make the necessary repairs or replacements or perform the necessary work, and Principal shall pay to City the actual cost of such repairs within thirty (30) days of the date of billing for such work by City. As to any Required Improvements which have been repaired, replaced, or reconstructed during the Warranty Period, Principal and its surety hereby agree to extend the Warranty Period for an additional one (1) year period following City's acceptance of the repaired, replaced, or reconstructed Required Improvements. Principal's warranty obligation under this section shall survive the expiration or termination of this Agreement.

9. Security
a. Required Security. Concurrently with the execution of this Agreement, Principal shall furnish City with the following security, subject to acceptance by the City Engineer and in a form satisfactory to City Attorney:
(1) Performance Bond. Either a cash deposit, a corporate surety bond issued by an admitted surety insurer, or an instrument of credit, whichever is required by the City Engineer, in an amount equivalent to one hundred percent (100%) of the total estimated cost of the Required Improvements (cost estimate included in Exhibit C to this agreement), which total cost is in the amount of One Hundred Eleven Thousand Four Hundred Thirty Three dollars and SF #4830-1910-6882 v8 6 PUBLIC IMPROVEMENT AGREEMENT
Ninety One Cents ($111,433.91) and sufficient to assure City that the Required Improvements will be satisfactorily completed ("Performance Bond"). (2) Labor and Materials Bond. Either a cash deposit, a
corporate surety bond issued by an admitted surety insurer, or an instrument of credit, whichever is required by the City Engineer, in an amount equivalent to one hundred percent (100%) of the total estimated cost of the Required Improvements, and sufficient to secure payment to the contractors, subcontractors, laborers, material men, and other persons furnishing labor, materials, or equipment for the work ("Labor and Materials Bond").
(3) Warranty Bond. As set forth in Section 8, Principal guarantees the Required Improvements to be free of defects in material and workmanship for the Warranty Period. Upon acceptance of the Required Improvements by the City, Principal shall provide security in the form of a bond or other security acceptable to the City Engineer to guarantee the Required Improvements throughout the Warranty Period ("Warranty Bond"). The amount of the Warranty Bond for the accepted Required Improvements shall be equal to ten percent (10%) of the total estimated cost of construction of the Required Improvements, i.e., Eleven Thousand One Hundred Forty Three Dollars and Thirty Nine Cents ($11,143,39), and shall be retained for the Warranty Period by City.
b. Additional Requirements.
(1) If required by City, a cash deposit, corporate surety bond issued by an admitted surety insurer, or instrument of credit, whichever is required by the City Engineer, sufficient to assure City that the surface water drainage of the Project shall not interfere with the use of neighboring property, including pubic streets and highways, and in a form satisfactory to City Attorney.
2) City shall be the sole indemnitee named on any instrument required by this Agreement.
(3) Any bonds submitted as security pursuant to this section shall be furnished by companies that are authorized and licensed by the Insurance Commissioner of the State of California as "admitted surety insurers," to act as surety upon bonds and undertakings. The company shall maintain in the State of California at least one office for the conduct of its business. Bonds must be approved by City. The premiums for said bonds shall be paid by Principal.
(4) The bonds shall be furnished on the forms reasonably satisfactory to City.
(5) No change, alteration, or addition to the terms of this Agreement or the plans and specifications incorporated herein shall in any manner affect the obligation of the sureties.

SF #4830-1910-6882 v8 7 PUBLIC IMPROVEMENT AGREEMENT
(6) The securities shall be irrevocable, shall not be limited as to time (except as to the one-year Warranty Period) and shall provide that they may be released, in whole or part, only under the terms and conditions of this Agreement.

C. Release of Security.
(1) Warranty Bond. Any unused portion of the Warranty Bond may be released one (1) year after acceptance of the Required Improvements by City.

The amount to be released shall first be reduced by the amount deemed necessary by City to correct any defects in the Required Improvements that exist at the end of the Warranty Period. Any unreleased portion of the Warranty Bond shall remain in full force and effect unless and until City notifies Principal in writing that the necessary repairs have been made to the satisfaction of City.
2) Labor and Materials Bond. The Labor and Materials Bond may be released thirty-five (35) days after passage of the time within which claims of lien are required to be recorded pursuant to applicable law, but in no event shall such security be released prior to one hundred and twenty (120) days after acceptance of the Required Improvements by City. The amount to be released shall first be reduced by the total of all claims on which an action has been filed and notice thereof given in writing to City.

City may require the surety not to release the amount of security deemed necessary by City to assure payment of reasonable expenses and fees, including reasonable attorney's fees.
(3) Performance Bond. The Performance Bond may be released upon acceptance of the Required Improvements by City.

10. Deposits
A. Legal and Administrative Costs: Principal shall, upon execution of this Agreement, deposit with the CITY cash in the sum of $5,000, to pay for any necessary legal and administrative costs incurred by CITY to enforce the provisions of this Agreement. Should the Principal not comply with the provisions of this Agreement, CITY shall commence legal and administrative efforts to seek compliance, with the costs of said efforts to be expended from this deposit. Notwithstanding the forgoing provisions of this section, in any action or proceeding governed by Part 16, below, CITY shall not be limited to recovering the amount of said deposit as and for the CITY's attorneys' fees, and the provisions of PART 14 herein shall remain in full force and effect, notwithstanding the provisions of this section. The provisions of PART 14 herein shall remain in full force and effect, notwithstanding the provision of this Section. Upon final acceptance of the Improvements, or upon occupancy of all Subdivision dwelling units, the cash deposit, or remaining portion thereof, will be returned to Principal.

B. Inspection of Improvements: Principal shall, upon execution of this Agreement, make an initial deposit with the City of cash in the sum of $10,000, to pay for City inspection of the Improvements listed in Exhibit A. In addition to the Public Improvements, the Engineering Department shall inspect the following on the private lots: utility connection from the public ROW to connection to the building, lot landscaping, LID features, SF #4830-1910-6882 v8 PUBLIC IMPROVEMENT AGREEMENT
8 retaining walls and fences, and lot drainage features. Principal has signed the Engineering Department's Uniform Application Fee Addendum and Indemnification Agreement, attached hereto as Exhibit D and incorporated herein by reference.. In addition to the initial deposit, the Principal may be required to make further deposits for anticipated work.

11. Principal's Insurance.
a. Insurance Requirements. Principal shall maintain and shall require all of its subcontractors, consultants, and other agents to maintain the insurance listed below. Any requirement for insurance to be maintained after completion of the work shall survive this agreement. Neither Principal nor any of its contractors or subcontractors shall commence work under this Agreement until Principal shall have obtained all insurance required under this Agreement.
b. Workers' Compensation & Employers Liability Insurance. Workers Compensation insurance with statutory limits as required by the Labor Code of the State of California. Employers Liability with limits of $1,000,000 per Accident; $1,000,000 Disease per employee; $1,000,000 Disease per policy. The policy shall include a written waiver of the insurer's right to subrogate against Principal. Required Evidence Of Coverage: Subrogation waiver endorsement; and properly completed Certificate of Insurance.

C. General Liability Insurance. Commercial General Liability Insurance no less broad than Insurance Services Office (ISO) form CG 00 01. Coverage shall be on a standard occurrence form. Claims-Made forms are not acceptable without prior written consent. Modified, limited or restricted Occurrence forms are not acceptable without prior written consent. Minimum Limits: $2,000,000 per Occurrence; $3,000,000 General Aggregate; $3,000,000 Products/Completed Operations Aggregate. The General Aggregate shall apply separately to each project. The required limits may be provided by a combination of General Liability Insurance and Commercial Excess or Umbrella Liability Insurance. If contractor maintains higher limits than the specified minimum limits, Contractor requires and shall be entitled to coverage for the higher limits maintained by contractor.

11. Indemnity. Principal shall indemnify, defend with counsel reasonably acceptable to City, and hold harmless to the fullest extent permitted by applicable law, City and its officers from and against any and all liability, loss, damage, claims, expenses and costs (including without limitation reasonable attorneys' fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with any of the obligations contained in this Agreement, except such Liability caused by the negligence or willful misconduct of the City, or any of its officers, agents, employees, contractors, or representatives. Principal's duty to indemnify herein shall apply regardless of whether or not City has prepared, supplied or approved of plans, specifications, or either, for the Project, and regardless of whether or not any insurance policies shall have been determined to be applicable to any of such Liability.

12. Principal Not Agent of City. Neither Principal nor any of Principal's agents, SF #4830-1910-6882 v8 9 PUBLIC IMPROVEMENT AGREEMENT
contractors, or subcontractors are or shall be considered to be agents of the City in connection with the performance of Principal's obligations under this Agreement.

13. Notices. All notices required under this Agreement shall be in writing, and delivered in person or sent by registered or certified mail, postage prepaid.

Notices required to be given to City shall be addressed as follows:

Craig A. Scott
City Engineer
CITY OF COTATI City Hall
201 West Sierra Ave.

Cotati, Ca 94931
Notices required to be given to Principal shall be addressed as follows:

Attention: Steve Monahan
Company Name: Townsend Capital Partners, LLC
Address: 1101 5th Avenue, Suite 300
San Rafael, CA 94901

14. Attorney's Fees and Cost Recovery. If any arbitration, lawsuit, or other legal action or proceeding is brought by one Party against the other Party in connection with this Agreement, the prevailing party, whether by final judgment or arbitration award, shall be entitled to and recover from the other party all attorney's fees and costs. Any judgment, order, or award entered in such legal action or proceeding shall contain a specific provision providing for the recovery of attorney's fees and costs.

15. Assignment. Principal shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecatee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. Unless specifically stated to the contrary in City's written consent, any assignment, hypothecation, or transfer shall not release or discharge Principal from any duty or responsibility under this Agreement. 16 Protection of Public
The Principal is obligated to protect the public safety during all phases of the work, and shall erect and maintain all barricades, signs and warning devices necessary to ensure public protection. In the event that CITY discovers a condition on the site which in its determination constitutes an immediate danger to public satety, and Principal cannot respond at once, CITY may erect any barriers, signs and warning devices it deems necessary. In such event, Principal shall pay for the labor of CITY's crews at the current CITY's recovery rate per hour per worker; plus the cost of any materials used and a reasonable fee for use of any barricades found necessary. In no event shall Principal pay less than one-hour minimum per worker assigned during regular work hours and no less than three hour minimum per worker assigned outside of regular work hours if City takes action pursuant to this paragraph.

SF #4830-1910-6882 v8 10 PUBLIC IMPROVEMENT AGREEMENT

17. Compliance with Laws. Principal, its agents, employees, contractors, and subcontractors shall comply with all federal, state and local laws in the performance of the work required by this Agreement including, but not limited to, obtaining all applicable permits and licenses.

18. Waiver. City's failure to insist upon strict compliance with any provision of this Agreement or to exercise any right or privilege provided herein, or City's waiver of any breach of this Agreement, shall not relieve Principal of any of its obligations under this Agreement, whether of the same or similar type. The foregoing shall be true whether City's actions are intentional or unintentional. Principal agrees to waive, as a defense, counterclaim or set off, any and all defects, irregularities or deficiencies in the authorization, execution or performance of the Required Improvements or this Agreement, as well as the laws, rules, regulations, ordinances or resolutions of City with regards to the authorization, execution or performance of the Required Improvements or this Agreement.

19. No Vesting of Rights. Entering into this Agreement shall not be construed to vest Principal's rights with respect to any change in any zoning or building law or ordinance.

20. Approvals by City; Amendment. Any approval or consent that is to be given by the City under this Agreement shall be in writing, and any approval or consent that is not in writing shall not be binding on the City. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

21. Construction and Interpretation. It is agreed and acknowledged by Principal that the provisions of this Agreement have been arrived at through negotiation, and that Principal has had a full and fair opportunity to revise the provisions of this Agreement and to have such provisions reviewed by legal counsel. Therefore, the normal rule of construction that any ambiguities are to be resolved against the drafting party shall not apply in construing or interpreting this Agreement.

22. Successors and Assigns - Covenant Running With the Land. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the respective Parties. The Agreement shall be recorded in the Office of the Recorder of Sonoma County and shall constitute a covenant running with the land and an equitable servitude upon the subject property.

23. Actions. Any action by any Party to this Agreement, or any action concerning a security furnished pursuant thereto, shall be brought in the appropriate court of competent jurisdiction within the County of Sonoma, State of California, notwithstanding any other provision of law which may provide that such action may be brought in some other location. The law governing this Agreement is the law of the State of California.

24. Integration. This Agreement is an integrated agreement. It supersedes all prior negotiations, representations, or agreements, either written or oral.

SF #4830-1910-6882 v8 11 PUBLIC IMPROVEMENT AGREEMENT

25. Construction; References; Captions. It being agreed the Parties or their agents have participated in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days, or period for performance shall be deemed calendar days and not work days. All references to Principal include all personnel, employees, agents, and subcontractors of Principal, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

26. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force without being impaired.

Counterparts. This Agreement may be executed in counterpart originals, which taken together, shall constitute one and the same instrument.

28. Effective Date of Agreement. This Agreement shall not become effective until the date it has been formally approved by the City and executed by the appropriate authorities of City and Principal.

29. Relationship Between The Parties. The Parties hereby mutually agree that neither this Agreement, nor any other related entitlement, permit, nor approval issued by City for the Property shall operate to create the relationship of partnership, joint venture, or agency between City and Principal. Principal's contractors and subcontractors are exclusively and solely under the control and dominion of Principal. [Signatures on Following Page]
SF #4830-1910-6882 v8 12 PUBLIC IMPROVEMENT AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Agreement as follows:

CITY OF COTATI PRINCIPAL
Damn din
By: Townsend Capital Partners, LLC
amien O'Bi Thomas Monahan, Manager
City Manager
Thomas Monahan
ATTEST: Manager
Beng
Lauren Berges
City Clerk

APPROVED AS TO FORM
John Bakker
City Attorney
SF #4830-1910-6882 v8 13 PUBLIC IMPROVEMENT AGREEMENT
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE S 1189
18:808 8181888089818088888818085828888888888383858383838783838 84888888888818385838781858808085368986868888888:818189818 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
county of S onoma
on December 16, 20z/before me, - Laurer Berges, Notary Public Here Insert Name and Title of the Office
Damien OBia
personally appeared
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the
LAUREN BERGES laws of the State of California that the foregoing J
COMM. #2345010 paragraph is true and correct.

JER-1 NOTAFONNA CURIORA
SONOMA COUNTY WITNESS my hand and official seal.

My Correm. Expires Feb. 3, 2025
Berges.

Signature
Place Notary Seal and/or Stamp Above Signature of Notary Public - OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:

Document Date: Number of Pages:

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): • Corporate Officer - Title(s): _ • Partner - • Limited • General • Partner - • Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator ] Other: • Other:

Signer is Representing: Signer is Representing:
888488848383839888:88808:8:818088848181888881898883888:888s8888878:8988388898888089883848388888088083838888888388818881818388898 83808888888884888 ©2019 National Notary Association
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
8888883388:588:888388:889:88838 8898:883:888:81889881888:81888:888:588:8:818181308:98818 38818:818198388888988185888838 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Marin
On_December 14, 2021 _ before me, _Catherine S. Ferrari, Notary Public, Date Here Insert Name and Title of the Officer
personally appeared Thomas Monahan
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the
TEAL OF TH CATHERINE S. FERRARI laws of the State of California that the foregoing Notary Public - California paragraph is true and correct.

Marin County
Commission # 2380611 WITNESS my hand and official seal.

My Comm. Expires Nov 22, 2025
Signature
Place Notary Seal and/or Stamp Above Signature of Notary Public - OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:Public Improvement Agreement
Document Date: Number of Pages: 27
Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signers)
Thomas Monahan
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): • Corporate Officer - Title(s):
• Partner - • Limited • General • Partner - • Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator * Other: Principal/Manager • Other:

Signer is Representing: Signer is Representing:

Townsend Capital Partners, LLC
84888838818488 368:88848:8868488888:86818:88888836838384 8898S:8B88888888S888883888838838888888888888381889 ©2019 National Notary Association
EXHIBIT "A" to PUBLIC IMPROVEMENT AGREEMENT

LEGAL DESCRIPTION OF PRINCIPAL PROPERTY

ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF COTATI, COUNTY OF SONOMA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
[Insert 5 page legal description/
SF #4830-1910-6882 v8 2 PUBLIC IMPROVEMENT AGREEMENT

LEGAL DESCRIPTION
Real property in the City of Cotati, County of Sonoma, State of California, described as follows:

APN: 144-040-021-000)
PARCEL ONE:

LYING IN RANCHO COTATI AND BEING A PORTION OF LOT 164, MAP OF SUBDIVISION NO. 7 RANCHO COTATI, AS SHOWN ON MAP RECORDED IN BOOK 10 OF MAPS, AT PAGE 9, SONOMA COUNTY RECORDS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF ALDER AVENUE,

AND THE NORTH LINE OF THE STATE HIGHWAY LEADING FROM COTATI TO SEBASTOPOL, FROM WHICH POINT AN IRON PIPE BEARS NORTH 80° 42' WEST 30.40 FEET DISTANT; THENCE FROM SAID POINT OF BEGINNING AND ALONG THE CENTER OF SAID ALDER AVENUE NORTH 18° 41' EAST 103.89 FEET TO A POINT FROM WHICH AN IRON PIPE BEARS NORTH 74° 16' WEST 30.04 FEET DISTANT; THENCE FROM SAID POINT IN THE CENTER OF ALDER AVENUE NORTH 74° 16' WEST 135.19 FEET; THENCE SOUTH 9° 18' WEST 117.65 FEET TO A POINT ON THE AFOREMENTIONED NORTH LINE OF THE STATE HIGHWAY; THENCE ALONG SAID NORTH LINE SOUTH 80° 42' EAST 117.40 FEET TO THE POINT OF BEGINNING.

PARCEL TWO:

COMMENCING AT THE COMMON WESTERLY CORNER OF LOTS 163 AND 164 OF SAID SUBDIVISION; THENCE ALONG THE WEST LINE OF SAID LOT 164, SOUTH 00° 37' EAST 270 FEET TO A POINT MARKED BY AN IRON PIPE AND THE POINT OF BEGINNING OF THE PARCEL OF LAND TO BE HEREIN DESCRIBED; THENCE FROM

SAID POINT OF BEGINNING AND CONTINUING ALONG SAID WEST LINE OF LOT 164 SOUTH 00° 37' EAST 327.32 FEET; THENCE SOUTH 80° 42' EAST 80 FEET; THENCE SOUTH 00° 37' EAST, 110 FEET TO THE INTERSECTION WITH THE NORTH LINE OF THE STATE HIGHWAY LEADING FROM COTATI TO SEBASTOPOL; THENCE ALONG SAID NORTH LINE SOUTH 80° 42' EAST 235.01 FEET; THENCE NORTH 9° 18' EAST 117.65 FEET; THENCE NORTH 74° 16' WEST 163.37 FEET TO A POINT MARKED BY A 1/2" IRON PIPE; THENCE NORTH 00° 37' WEST 326.75 FEET TO A POINT MARKED BY A 1/2" IRON PIPE ON THE SOUTH LINE OF THE JOSEPH MARTINELLI PROPERTY AS

Page 6 ends

RECORDED IN BOOK 1178 OF OFFICIAL RECORDS, AT PAGE 21, SONOMA COUNTY RECORDS; THENCE ALONG SAID SOUTH LINE NORTH 89° 42' WEST 172.83 FEET TO THE POINT OF BEGINNING.

PARCEL THREE:

BEING A PORTION OF LOT 164, AS SHOWN ON THE MAP OF SUBDIVISION NO. 7,

RANCHO COTATI, AND WHICH MAP WAS RECORDED IN OFFICIAL RECORDS, BOOK 10 OF MAPS, PAGE 9, ON JUNE 7, 1893, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWESTERLY CORNER OF SAID LOT 164; THENCE ALONG THE WEST LINE OF SAID LOT 164, SOUTH 0° 37' EAST, 270.00 FEET; THENCE SOUTH 89° 42' EAST, 172.83 FEET TO AN IRON PIPE MARKING THE TRUE POINT OF BEGINNING OF THE PARCEL BEING HEREIN DESCRIBED; THENCE SOUTH 0° 37' EAST, 326.75 FEET; THENCE SOUTH 74° 16' EAST, 150.22 FEET; THENCE NORTH 15° 44' EAST, 10.00 FEET; THENCE NORTH 74° 16' WEST, 102.77 FEET; THENCE NORTH 18° 41' EAST, 347.40 FEET; THENCE NORTH 89° 42' WEST, 164.09 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL FOUR:

BEING A PORTION OF LOT 164 OF SUBDIVISION NO. 7 OF RANCHO COTATI, BOOK 10 OF MAPS, PAGE 9, SONOMA COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF SAID LOT 164

AND THE NORTHERLY LINE OF THE STATE HIGHWAY LEADING FROM COTATI TO SEBASTOPOL AS DESCRIBED IN THE DEED RECORDED IN BOOK 399 OF OFFICIAL RECORDS, PAGE 293, SONOMA COUNTY RECORDS, AND RUNNING THENCE NORTH 0° 37' WEST, ALONG THE WEST LINE OF SAID LOT 164, A DISTANCE OF 110 FEET; THENCE SOUTH 80° 42' EAST AND PARALLEL WITH THE STATE HIGHWAY 80 FEET; THENCE SOUTH 0° 37' EAST 110 FEET TO THE SAID STATE HIGHWAY; THENCE ALONG SAID HIGHWAY NORTH 80° 42' WEST 80 FEET TO THE POINT OF COMMENCEMENT.

Page 7 ends

LEGAL DESCRIPTION
Real property in the City of Cotati, County of Sonoma, State of California, described as follows:

APN: 144-040-011-000
BEING A PORTION OF LOT 164 AS SHOWN UPON THE MAP OF SUBDIVISION NO.7, RANCHO COTATI, RECORDED JUNE 7, 1893 IN BOOK 10 OF MAPS, PAGE 9, SONOMA COUNTY RECORDS, SAID PORTION BEING DESCRIBED AS FOLLOWS:

COMMENCING AT THE COMMON WESTERLY CORNER OF LOT 163 AND 164 OF SUBDIVISION NO. 7 OF RANCHO COTATI; THENCE SOUTH 0° 45' EAST AND ALONG THE WESTERLY LINE OF SAID LOT 164, A DISTANCE OF 270 FEET TO THE SOUTHWEST CORNER OF THE 4 ACRE TRACT OF LAND CONVEYED TO JOSEPH MARTINELLI BY DEED RECORDED DECEMBER 30, 1952 IN BOOK 1178 OF OFFICIAL RECORDS, PAGE 21, SONOMA COUNTY RECORDS; THENCE EAST AND ALONG THE SOUTHERLY LINE OF SAID 4 ACRE TRACT, 601 FEET, MORE OR LESS, TO THE CENTER OF ALDER AVENUE; THENCE SOUTH 18° 30' WEST AND ALONG THE CENTER OF ALDER AVENUE 428 FEET TO THE POINT OF BEGINNING DESCRIBED; THENCE FROM SAID POINT OF BEGINNING NORTH 18° 30' EAST AND RETURNING ALONG THE CENTER OF ALDER AVENUE A DISTANCE OF 428 FEET; THENCE WEST AND ALONG THE SOUTHERLY LINE OF SAID 4 ACRE TRACT CONVEYED TO JOSEPH MARTINELLI A DISTANCE OF 428 FEET; THENCE SOUTH 0° 45' EAST AND PARALLEL WITH THE WESTERLY LINE OF SAID LOT 164 A DISTANCE OF 326.75 FEET; THENCE SOUTHEASTERLY AND IN A DIRECT LINE 305.50 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE FOLLOWING:

BEING A PORTION OF LOT 164, AS SHOWN ON THE MAP OF SUBDIVISION NO.7,

RANCHO COTATI, AND WHICH MAP WAS RECORDED IN OFFICIAL RECORDS, BOOK 10 OF MAPS, PAGE 9 ON JUNE 1893 AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

Page 6 ends

EXHIBIT "B" to PUBLIC IMPROVEMENT AGREEMENT

LEGAL DESCRIPTION OF CITY PROPERTY

ALL THAT CERTAIN REAL PROPERTY IN THE CITY OF COTATI, COUNTY OF

SONOMA, STATE OF CALIFORNIA MORE PARTICULARLY DESCRIBED AS FOLLOWS:
(1) Alder Avenue North
Real property in the City of Cotati, County of Sonoma, State of California, described as follows:

EXCEPTING THEREFROM THE FOLLOWING:

BEING A PORTION OF LOT 164, AS SHOWN ON THE MAP OF SUBDIVISION NO.7,

RANCHO COTATI, AND WHICH MAP WAS RECORDED IN OFFICIAL RECORDS, BOOK 10 OF MAPS, PAGE 9 ON JUNE 1893 AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

SF #4830-1910-6882 v8 3 PUBLIC IMPROVEMENT AGREEMENT
COMMENCING AT THE NORTHWESTERLY CORNER OF SAID LOT 164; THENCE ALONG THE WEST LINE OF SAID LOT 164, SOUTH 0° 37 EAST, 270.00 FEET; THENCE SOUTH 89° 42' EAST, 172.83 FEET TO AN IRON PIPE MARKING THE TRUE POINT OF BEGINNING OF THE PARCEL BEING HEREIN DESCRIBED; THENCE SOUTH 0° 37' EAST, 326.75 FEET; THENCE SOUTH 74° 16' EAST, 150.22 FEET; THENCE NORTH 15° 44' EAST, 10.00 FEET; THENCE NORTH 74° 16' WEST, 102.77 FEET; THENCE NORTH 18° 41' EAST, 347.40 FEET; THENCE NORTH 89° 42' WEST, 164.09 FEET TO THE TRUE POINT OF BEGINNING.
(2) Alder Avenue South
Real property in the City of Cotati, County of Sonoma, State of California, described as follows:

APN: 144-040-021-000)
PARCEL ONE:

BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF ALDER AVENUE,

PARCEL TWO:

SAID POINT OF BEGINNING AND CONTINUING ALONG SAID WEST LINE OF LOT 164 SOUTH 00° 37' EAST 327.32 FEET; THENCE SOUTH 80° 42' EAST 80 FEET; THENCE SOUTH 00°37 EAST, 110 FEET TO THE INTERSECTION WITH THE NORTH LINE OF THE STATE HIGHWAY LEADING FROM COTATI TO SEBASTOPOL; THENCE ALONG SAID NORTH LINE SOUTH 80° 42' EAST 235.01 FEET; THENCE NORTH 9° 18' EAST 117.65 FEET; THENCE NORTH 74° 16' WEST 163.37 FEET TO A POINT MARKED BY A 1/2" IRON PIPE; THENCE NORTH 00° 37' WEST 326.75 FEET TO A POINT MARKED BY A 1/2" IRON PIPE ON THE SOUTH LINE OF THE JOSEPH MARTINELLI PROPERTY AS RECORDED IN BOOK 1178 OF OFFICIAL RECORDS, AT PAGE 21, SONOMA COUNTY RECORDS; THENCE ALONG SAID SOUTH LINE NORTH 89° 42' WEST 172.83 FEET TO THE POINT OF BEGINNING.

PARCEL THREE:

BEING A PORTION OF LOT 164, AS SHOWN ON THE MAP OF SUBDIVISION NO. 7,

RANCHO COTATI, AND WHICH MAP WAS RECORDED IN OFFICIAL RECORDS, BOOK 10 OF MAPS, PAGE 9, ON JUNE 7, 1893, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

PARCEL FOUR:

BEING A PORTION OF LOT 164 OF SUBDIVISION NO. 7 OF RANCHO COTATI, BOOK 10 OF MAPS, PAGE 9, SONOMA COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF SAID LOT 164

EXHIBIT "C" to PUBLIC IMPROVEMENT AGREEMENT
Engineer's Cost Estimate for Required Improvements
SF #4830-1910-6882 v8 4 PUBLIC IMPROVEMENT AGREEMENT
Engineer's Cost Estimate
Project: 8145 Gravenstein Hwy / "Reds"
Public Street Improvements (For Plan Check Purposes)
Prepared by: Jim Smith
Checked by: Ali Monshizadeh, P.E.

Date: 08/05/2021
Project Area:

Note:
a. This estimate is for plan check purposes only.
b. Estimate based on Public Street Improvement plans dated 8/5/21 Street Improvement Plan
Quantity Unit Unit Price Total
Remove existing curb and gutter 97 LF $5.00 $485.00
Remove existing striping 60 LF $3.00 $180.00
5 Construct PCC Sidewalk 1850 SF $4.00 $7,400.00
Construct Handicap Ramp EA $1,400.00 $0.00
Construct Expanded Driveway Return SF $7.00 $0.00
2 Construct Driveway 325 SF $7.00 $2,275.00
Sawcut and Remove Existing Pavement 93 LF $5.00 $465.00 6 Grind and Overlay 950 SF $2.50 $2,375.00
Backfill Trench 117 SF $5.00 $585.00
7 Install Tree and Parkway Tree Box 4 EA $2,500.00 $10,000.00 3 New Section AC over AB 850 SF $3.30 $2,805.00
Install New Traffic Signal EA $120,000.00 $0.00
Construct PCC 0" to 6" Curb Transition LF $20.00 $0.00
4 Construction 6" Curb 154 LF $30.00 $4,620.00
Construct 0" Curb LF $30.00 $0.00
9 Construct 6" to 0" Curb Transition 7 LF $30.00 $210.00 8 Construct Curb Inlet Catch Basin 1 EA $3,850.00 $3,850.00 11 Install pedestrian barricade 1 EA $150.00 $150.00
10 Install New Street Light 1 EA $65,000.00 $65,000.00
Install street sign 2 EA $300.00 $600.00
Street Striping
0-4000 feet 467 LF $0.65 $303.55
>4000 feet LF $0.50 $0.00
Total $101,303.55
Notes: Quantities not included within this estimate per separate plan and permit. 10% Contingency $10,130.36
Engineer's Estimate Grand Total $111,433.91

Page 1 ends

EXHIBIT "D" to PUBLIC IMPROVEMENT AGREEMENT Engineering Department's Uniform Application Fee Addendum and
Indemnification Agreement
SF #4830-1910-6882 v8 5 PUBLIC IMPROVEMENT AGREEMENT
COTATI

CITY OF COTATI

ENGINEERING DEPARTMENT

UNIFORM APPLICATION FEE ADDENDUM

AND INDEMNIFICATION AGREEMENT
Fee Addendum
The City Council adopted Ordinance 692 establishing a Fee and Service Charge Cost Comparison System. As provided for in this ordinance, the costs for services are reviewed annually and the fees and charges are adjusted accordingly by Council Resolution. The Ordinance and Resolution authorize a cost recovery system for staff time and the costs of any City Consultants performing work on your project, as well as all other costs associated with processing development applications received by the Engineering Department.

To comply with Council's direction, the Engineering Department collects a deposit to cover these estimated costs. The amount of the deposit varies based on the type of applications received.

Applicant agrees to be responsible for the payment of all costs (including staff costs at fully burdened hourly rates and City consultant costs) and fees, direct and indirect, associated with the processing of this application even if the application is withdrawn and/or not approved.

In addition to the initial deposit made at the time of the application submittal, the applicant may be required to make further deposits for anticipated work. Invoices are due and payable within thirty (30) days. Your deposit account will be required to maintain a minimum balance at all times equal to 25% of you original deposit amount. Should the amount on deposit fall below that 25% minimum, you will be asked to remit the amount due for services rendered plus the additional amount needed to maintain the 25% balance. Should your account become delinquent or fall below a zero balance, work will stop on your application processing. No work shall proceed until deposits or deposit replenishments are received.

Applicant understands and agrees that nonpayment of fees set forth in City Ordinance 692 and accompanying Resolution may, at the sole and exclusive discretion of the Engineering Department, result in temporary or permanent cessation of processing of the application or inspection of the work and, after notice, may result in the denial of the application and/or order to cease work. Prior to completion of processing any phase of the project, any and all outstanding amounts due pursuant to this agreement shall be paid. Any account with a balance less than zero at the end of a billing cycle will be assessed a 3% interest charge for the first 30 days. Interest rates will increase by 1% for every subsequent 30 day period of delinquency, up to a maximum rate of 5%.

Any portion of this deposit that is not used will be refunded to the applicant upon written request to the Administrative Services Department and confirmation from the Engineering Department that all outstanding charges have been processed.

Indemnification Agreement
The Applicant agrees to defend, indemnify, and hold harmless the City of Cotati, its agents, officers, council members, employees, boards, commissions and committees from any claim, action or proceeding brought against any of the foregoing individuals or entities, the purpose of which is to attack, set aside, void or annul any approval of the applications or related decision, or the adoption of any environmental documents or negative declaration which relates to the approval. This indemnification shall include, but is not limited to, all damages, costs, expenses, attorney fees or expert witness fees that may be awarded to the prevailing party arising out of, or in connection with, the approval of the application or related decision, whether or not there is concurrent, passive or active negligence on the part of the City, its agents, officers, council members, employees, boards, commissions, and committees. If for any reason, any portion of this indemnification agreement is held to be void or unenforceable by a court of competent jurisdiction, the remainder of this agreement shall remain in full force and effect and shall be interpreted to allow the broadest indemnity allowed by law.

In the event that Applicant is required to defend the indemnities in connection with any such claim, action or proceeding, the City shall retain the right to (i) approve the counsel to so defend the indemnities, (ii) approve significant decisions concerning the matter in which the defense is conducted, and (iii) approve any and all settlements, which approvals shall not be unreasonably withheld by City.

The City of Cotati shall have the right to appear and defend its interests in any action through the City Attorney or outside counsel.

The applicant shall not be required to reimburse the City for City Attorney's or outside counsel fees incurred by the City if it chooses to appear and defend itself in litigation.

I have read this information and agree with all of the above.

THOMAS MONAMAN Der. 14, 2021
Print Name
наши
Signature Project Number
2021137290
OFFICIAL BUSINESS.

Document entitled to free Deva Marie prods Of Sonoma County Deva Marie recording per Government
12/20/2021 03:34 PM
Code § 6103 and § 27383 Fee: $ 0.00 11 Pages
Recording requested by and CONFORMED COPY
When Recorded Mail to: Not Compared with Original
City of Cotati
City Hall
201 West Sierra Ave.

Cotati, CA 94931
Space above this line for recorder's use

IRREVOCABLE OFFER OF DEDICATION
This Irrevocable Offer of Dedication (Offer") is made and effective this 16 * day of December, 202 1 by 7515 ALDER AVENUE, LLC, a California corporation ("Offeror") for exclusive acceptance by the CITY OF COTATI, a municipal corporation ("City").

Recitals
WHEREAS, California Government Code § 7050 provides that, with the consent of the City, an irrevocable offer of dedication may be granted for any public purpose, and that dedication may be made by instrument executed, acknowledged and recorded in the same manner as a conveyance of real property.

WHEREAS, Offeror is the owner in fee of real property commonly known as 7515 Alder Avenue, located in the City of Cotati, Assessor's Parcel No. 144-040-011, and more particularly described in Exhibit 1, which is attached hereto and incorporated herein by reference ("Alder Avenue Property").

WHEREAS, on June 21, 2021, the City Planning Commission conditionally approved an application for Preliminary and Final Design Review to allow a complete exterior renovation for the structures located at the adjacent property known as 8125 -8145 Gravenstein Highway, Cotati, CA 94931.

WHEREAS, in conjunction with the approval, Offeror consented to offer for dedication of fee interest to the City that certain portion of the Alder Avenue Property which is more particularly described in the legal description attached hereto and incorporate herein as

Page 1 ends

Exhibit 2, being approximately a thirty-six foot (36') wide strip of land for the purpose of roadway dedication and public improvements ("the Dedication Area").

NOW, THEREFORE, in consideration of the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Offer Of Dedication. Offeror does hereby offer to dedicate in fee the Dedication Area for street, highway, public pedestrian, landscaping, and other public purposes.

2. Time And Manner Of Acceptance.

2.1 The City of Cotati shall not accept, expressly or impliedly, this Offer of Dedication unless and until the public improvements are constructed. The Dedication Area or any part thereof may only be accepted by Resolution of the City Council of the City of Cotati and not in any other manner. Any purported acceptance of this Offer by or on behalf of the City, other than in this manner, shall be null and void and of no force or effect.

2.2 In accordance with Government Code Section 7050, this Offer shall remain in effect until accepted by Resolution of the City Council. This Offer may not be terminated, or the right to accept the Offer abandoned, except by Resolution of the City Council in the same manner as prescribed for summary vacation of streets or highways by Part 3 (commencing with Section 8300) of Division 9 of the Streets and Highways Code.

2.3 Upon acceptance of the Dedication Area, the City shall mail, by U.S. certified postal, a copy of its Resolution of Acceptance to the then owners of the Site at the address shown on the latest County of Sonoma secured assessment roll and at the address listed in this Offer for notices.

3. Use Of Property Prior To Acceptance Of Offer.

3.1 The City shall incur no liability with respect to this Offer and shall not assume any responsibility for the Dedication Area or any improvements to the Dedication Area except to the extent that the Dedication Area has been accepted by appropriate action of the City Council.

3.2 Before the lawful acceptance of this Offer by the City, Offeror agrees that it will not use the Dedication Area in any way that will interfere with the future use of the Dedication Area.

4. Notices. Any notices which either party may desire to give to the other party under this Offer must be in writing and may be given either by (i) personal service; (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery; or (iii) mailing in the United States

Page 2 ends

Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice:

To City: City of Cotati
City Hall
201 West Sierra Ave.

Cotati, California 94931
Attention: City manager
To Offeror: 7515 Alder Avenue, LLC.
1101 Fifth Avenue, Suite 300
San Rafael, CA 94901

5. Offer Runs With Land. The provisions of this Offer shall inure to the benefit of and be binding upon the owners of the Project Site and their heirs, successors, or assigns, and any other person claiming an interest in the Project Site through them.

6. Authority To Execute. The person or persons executing this Offer on behalf of Offeror warrants and represents that he or she is authorized to execute this Agreement on behalf of himself/herself and on behalf of the entity on whose behalf he/she executes the Agreement.

IN WITNESS WHEREOF, the parties have executed this instrument as of the day and year first written above.

CITY:

THE CITY OF COTATI
Its: CITY MANAGER
ATTEST:

Bunga
City Cleek

Page 3 ends

APPROVED AS TO FORM:

By:

City Attorney
OFFEROR:
7515 Alder Avenue, LLC., a California corporation
By tann Its: MANAGER.

Thomas Monahan,
Manager

Page 4 ends

CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
80801808080889888888888888888888888888888888898838383808:898883893989898838 858139818383838989898383888380818888587838183838183 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California.
county or donoma
on December 16, 202/ before me, Laurer Berges, Notary Pustis Here Insert Name and Title of the Office
Damien OBid
personally appeared
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
LAUREN BERGES paragraph is true and correct.

COMM. #2345010
SONOMA COUNTY WITNESS my hand and official seal.

My Comm. Expires Feb. 3, 2025
Beys.

Description of Attached Document
Title or Type of Document:

Document Date: Number of Pages:

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): • Corporate Officer - Title(s): _ • Partner - • Limited D-General • Partner - • Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator • Other: • Other:

Signer is Representing: _ Signer is Representing:
8881888181838381838188383818483808188898884818:818483918:88838787818:80818081818488888:8:88:88188:888:88888:888880808180808880808888381838188883 ©2019 National Notary Association
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
888888888888888888888888888889888888888898888888888888888889883888858888888888889 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the documen to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California
County of Marin
On_December 14, 2021 before me, _Catherine S. Ferrari, Notary Public, Date Here Insert Name and Title of the Officer
personally appeared Thomas Monahan
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the
CATHERINE S. FERRARI
Notary Public - California laws of the State of California that the foregoing Marin County paragraph is true and correct.

Commission # 2380611
My Comm. Expires Nov 22, 2025
WITNESS my hand and official seal.

Description of Attached Document
Title or Type of Document: Irrevocable Offer of Dedication Document Date: Number of Pages:10
Signer(s) Other Than Named Above:

Capacity(les) Claimonas Monanas
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): • Corporate Officer - Title(s): - • Partner - • Limited • General • Partner - • Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator * Other: Manager • Other:

Signer is Representing: Signer is Representing: _
7515 Alder Avenue, LLC
88888838888:888888888B8888388338888S889888388388888883888888388838888888898888818839 ©2019 National Notary Association
EXHIBIT 1

Page 5 ends

LEGAL DESCRIPTION
Real property in the City of Cotati, County of Sonoma, State of California, described as follows:

EXCEPTING THEREFROM THE FOLLOWING:

BEING A PORTION OF LOT 164, AS SHOWN ON THE MAP OF SUBDIVISION NO.7,

RANCHO COTATI, AND WHICH MAP WAS RECORDED IN OFFICIAL RECORDS, BOOK 10 OF MAPS, PAGE 9 ON JUNE 1893 AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWESTERLY CORNER OF SAID LOT 164; THENCE ALONG THE WEST LINE OF SAID LOT 164, SOUTH 0° 37 EAST, 270.00 FEET; THENCE SOUTH 89° 42' EAST, 172.83 FEET TO AN IRON PIPE MARKING THE TRUE POINT OF BEGINNING OF THE PARCEL BEING HEREIN DESCRIBED; THENCE SOUTH 0° 37' EAST, 326.75 FEET; THENCE SOUTH 74° 16' EAST, 150.22 FEET; THENCE NORTH 15° 44' EAST, 10.00 FEET; THENCE NORTH 74° 16' WEST, 102.77 FEET; THENCE NORTH 18° 41' EAST, 347.40 FEET; THENCE NORTH 89° 42' WEST, 164.09 FEET TO THE TRUE POINT OF BEGINNING.

Page 6 ends

EXHIBIT 2

Page 7 ends

EXHIBIT "A" SHEET 1 OF 1

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF COTATI, COUNTY OF SONOMA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

A 36.00 FOOT WIDE STRIP OF LAND LYING IN RANCHO COTATI AND BEING A PORTION OF LOT 164, SUBDIVISION NO. 7, AS SHOWN ON MAP RECORDED IN BOOK 10 OF MAPS, AT PAGE 9, SONOMA COUNTY RECORDS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF ALDER AVENUE, AND THE CENTERLINE OF GRAVENSTEIN HIGHWAY;
THENCE NORTH 19°06'07" EAST, 144.44 FEET ALONG SAID CENTERLINE OF ALDER AVENUE, TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING ALONG SAID CENTERLINE NORTH 19'06'07" EAST, 70.39 FEET; THENCE NORTH 70°53'53" WEST, 36.00 FEET TO A LINE THAT IS 36.00 FEET DISTANT NORTHWESTERLY AND PARALLEL WITH THE SAID CENTERLINE OF ALDER AVENUE; THENCE SOUTH 19°06'07" WEST, 72.32 FEET, ALONG SAID PARALLEL LINE; THENCE SOUTH 73°58'38" EAST, 36.05 FEET, TO THE TRUE POINT OF BEGINNING; AS SHOWN ON EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.

CONTAINING 2,569 SQUARE FEET (0.059 AC) OF LAND, MORE OR LESS LAND
PROFESSIONAT E. THOMAT
Hy has CARNETOR
11-04-2021 * No. 9309
TY E. THOMAS DATE SATE OF CATTORN
P.L.S. 9309

Page 8 ends

EXHIBIT 'B'

LINE TABLE

LINE BEARING LENGTH
L1 N19'06'07"E 70.39' NORTHERLY LINE OF LOT 164
N05353 36.00'
L3 S19*06'07'W 72.32'
L4 S73'58'38'E 36.05'
AVENUE
LOT 164
SUBDIVISION NO. 7
M.B. 10/9|
N19'06'07'E 572.44
WESTERLY LINE OF LOT 164 ROHNERI PARK EXPY
136
SITES HIGHWAY 101
T.P.O.B: GRAVENSTEIN HIGHWAY
N80'20'26" 10.14.44
AVE
402.32 ALDER
| N80'20'26"W 40'
419.22' VICINITY MAP
N.T.S.
-E

GRAVENSTEIN HIGHWAY
LAND

ESSIONAL THORAN - INTERSECTION OF THE CENTERLINE OF ALDER AVENUE, AND THE CENTERLINE ЗОЛІВ OF GRAVENSTEIN HIGHWAY (P.O.C.)
No. 9309
* *

SATE OF CALIFORNIA
LEGEND
P.O.C. POINT OF COMMENCEMENT
T.P.O.B. TRUE POINT OF BEGINNING

RIGHT-OF-WAY DEDICATION
11-04-2021
N TY E. THOMAS DATE PREPARED BY:

T&MA JN:

P.L.S. 9309
T&M -1054
NORTH

GRAPHIC SCALE SURVEYING

CHECKED
80 40 80 531 E. TRENTON AVE.

TEl

ORANGE, CA
C-714-906-8771 0-714-912-4042 SHEET
SURVE
WWW.TNMSURVEYING.COM 1 OF 1

Page 9 ends

2021137291
OFFICIAL BUSINESS.

Document entitled to free Deva Marie Prods Of Sonoma County recording per Government
Code § 6103 and § 27383 12/20/2021 03:34 PM
Fee: $ 0.00 12 Pages

SENT RECONN
Recording requested by and CONFORMED COPY
When Recorded Mail to: Not Compared with Original
City of Cotati
City Hall
201 West Sierra Ave.

Cotati, CA 94931
Space above this line for recorder's use

IRREVOCABLE OFFER OF DEDICATION
This Irrevocable Offer of Dedication ("Offer") is made and effective this 16 H _day of December, 202_1 by TOWNSEND CAPITAL PARTNERS, LLC, a California limited liability corporation ("Offeror") for exclusive acceptance by the CITY OF COTATI, a municipal corporation ("City").

WHEREAS, Offeror is the owner in fee of real property commonly known as 8125, 8145, and 8175 Gravenstein Highway, located in the City of Cotati, Assessor's Parcel No. 144- 040-021, and more particularly described in Exhibit 1, which is attached hereto and incorporated herein by reference ("the Project Site").

WHEREAS, in conjunction with the approval, Offeror consented to offer for dedication of fee interest to the City that certain portion of the Project Site which is more particularly described in the legal description attached hereto and incorporated herein as Exhibit 2,

Page 1 ends

being approximately a thirty-six foot (36') wide strip of land for the purpose of roadway dedication and public improvements ("the Dedication Area").

1. Offer Of Dedication. Offeror does hereby offer to dedicate in fee the Dedication Area for street, highway, public pedestrian, landscaping, and other public purposes.

2. Time And Manner Of Acceptance.

3. Use Of Property Prior To Acceptance Of Offer.

3.2 Before the lawful acceptance of this Offer by the City, Offeror agrees that it will not use the Dedication Area in any way that will interfere with the future use of the Dedication Area.

4. Notices. Any notices which either party may desire to give to the other party under this Offer must be in writing and may be given either by (i) personal service; (i) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery; or (iii) mailing in the United States

Page 2 ends

Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party asset forth below or at any other address as that party may later designate by notice:

To City: City of Cotati
City Hall
201 West Sierra Ave.

Cotati, California 94931
Attention: City manager
To Offeror: Townsend Capital Partners, LLC
1101 Fifth Avenue, Suite 300
San Rafael, CA 94901

IN WITNESS WHEREOF, the parties have executed this instrument as of the day and year first written above.

CITY:

THE CITY OF COTATI
Its: CIrY MANAGER
ATTEST:

Page 3 ends

APPROVED AS TO FORM:

By: -
City Atomiey
OFFEROR:

TOWNSEND CAPITAL PARTNERS, LLC, a California limited liability corporation By:_ Its: MANAGER
Thomas Monahan,
Manager

Page 4 ends

CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
80888888888888888888888888888818838383838808381818189898888888389898388081818881888838888188 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
county of donoma
on December 16, 2e2lodo0o mo Lauren Berger Notary Pable Denia ABid
personally appeared
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
LAUREN BERGES paragraph is true and correct.

COMM. #2345010
NOTARY PUBLIC - CALIFORNIA ER-1 WITNESS my hand and official seal.

SONOMA COUNTY
My Comm. Expires Feb. 3, 2025
Signature
Place Notary Seal and/or Stamp Above Signature of Notary Public - OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:

Document Date: Number of Pages:_
Signers) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
• Corporate Officer- Title(s): • Corporate Officer - Title(s):
• Partner - D-Limited • General • Partner - • Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator • Other: • Other:

Signer is Representing: _ Signer is Representing: -
8884888888888808838888801888888s888883838188888383838883818383 38808088883888138888888888888888888813 ©2019 National Notary Association
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
8888888888888888888889888388898888888983838888188888888888883883888888888888888889 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County ofMarin
On_December 14, 2021 before me, _Catherine S. Ferrari, Notary Public, Date Here Insert Name and Title of the Officer
personally appeared Thomas Monahan
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the
CATHERINE S, FERRARI laws of the State of California that the foregoing Notary Public - California paragraph is true and correct.

Marin County
Commission # 2380611 WITNESS my hand and official seal.

Description of Attached Document
Title or Type of Document: Irrevocable Offer of Dedication Document Date: Number of Pages: 11
Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signers
homas Monahar
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): • Corporate Officer - Title(s): - • Partner - • Limited • General • Partner - • Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator * Other: Manager • Other:

Signer is Representing: Signer is Representing: _
Townsend Capital Partners, LL C
888/889:9888889848484888481808884884848/88383828481/88638808:34881388:8:88881848:8184838s8483868:8088818:8:81808:818080888481818:8189 ©2019 National Notary Association
EXHIBIT 1

Page 5 ends

LEGAL DESCRIPTION
Real property in the City of Cotati, County of Sonoma, State of California, described as follows:

APN: 144-040-021-000)
PARCEL ONE:

BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF ALDER AVENUE,

PARCEL TWO:

COMMENCING AT THE COMMON WESTERLY CORNER OF LOTS 163 AND 164 OF SAID SUBDIVISION; THENCE ALONG THE WEST LINE OF SAID LOT 164, SOUTH 00° 37 EAST 270 FEET TO A POINT MARKED BY AN IRON PIPE AND THE POINT OF BEGINNING OF THE PARCEL OF LAND TO BE HEREIN DESCRIBED; THENCE FROM

Page 6 ends

RECORDED IN BOOK 1178 OF OFFICIAL RECORDS, AT PAGE 21, SONOMA COUNTY RECORDS; THENCE ALONG SAID SOUTH LINE NORTH 89° 42' WEST 172.83 FEET TO THE POINT OF BEGINNING.

PARCEL THREE:

BEING A PORTION OF LOT 164, AS SHOWN ON THE MAP OF SUBDIVISION NO. 7,

RANCHO COTATI, AND WHICH MAP WAS RECORDED IN OFFICIAL RECORDS, BOOK 10 OF MAPS, PAGE 9, ON JUNE 7, 1893, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

PARCEL FOUR:

BEING A PORTION OF LOT 164 OF SUBDIVISION NO. 7 OF RANCHO COTATI, BOOK 10 OF MAPS, PAGE 9, SONOMA COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF SAID LOT 164

Page 7 ends

EXHIBIT 2

Page 8 ends

EXHIBIT "A" SHEET 1 OF 1

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF COTATI, COUNTY OF SONOMA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF ALDER AVENUE, AND THE CENTERLINE OF GRAVENSTEIN HIGHWAY;
THENCE NORTH 19'06'07" EAST, 59.81 FEET ALONG SAID CENTERLINE OF ALDER AVENUE, TO A LINE THAT IS 59.00 FEET DISTANT NORTHEASTERLY AND PARALLEL

WITH THE SAID CENTERLINE OF GRAVENSTEIN HIGHWAY TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING NORTH 19'06'07" EAST, 84.63 FEET ALONG SAID CENTERLINE; THENCE NORTH 73'58'38" WEST, 36.05 FEET, TO A LINE THAT IS 36.00 FEET DISTANT NORTHWESTERLY AND PARALLEL WITH THE SAID CENTERLINE OF ALDER AVENUE; THENCE SOUTH 19'06'07" WEST, 88.68 FEET ALONG SAID PARALLEL LINE, TO SAID LINE THAT IS 59.00 FEET DISTANT NORTHEASTERLY AND PARALLEL WITH THE CENTERLINE OF GRAVENSTEIN HIGHWAY;
THENCE SOUTH 80'20'26" EAST, 36.49 FEET, ALONG SAID PARALLEL LINE TO THE TRUE POINT OF BEGINNING;
AS SHOWN ON EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.

CONTAINING 3,120 SQUARE FEET (0.072 AC) OF LAND, MORE OR LESS LAND

PROFESSIONAT THOMAS ERNETOR
by hand
No. 9309
11-04-2021 * 7
TY E. THOMAS DATE STATE OF CALTONI
P.L.S. 9309

Page 9 ends

EXHIBIT 'B"

LINE TABLE

LINE BEARING LENGTH
L1 N19'06'07"E 59.81' NORTHERLY LINE OF LOT 164
L2 N19'06'07"E 84.63
73'58'38W 36.05
L4 S19'06'07' W 88.68
S82'20'26"W 36.49'
L6 NO0'04'19"W 40.58'
AVENUE
LOT 164
SUBDIVISION NO. 7 428.00'
M.B. 10/9
N19'06'07"E 572.44'
WESTERLY LINE OF LOT 164 30° ALDER ROHNERT PARK EXPY
SITE -
6 GRAVENSTEIN HIGHWAY
- T.P.O.B.
10 g N80'20'26"W AVE
402.32 -57
N80'20'26"W
419.22' VICINITY MAP
N.T.S.
- f

GRAVENSTEIN HIGHWAY
LAND

ESSIO - INTERSECTION OF THE CENTERLINE OF ALDER AVENUE, AND THE CENTERLINE PROFESSIONAT THOMAS OF GRAVENSTEIN HIGHWAY (P.O.C.)
No. 9309
*

SITE OF CAITRE
LEGEND
P.O.C. POINT OF COMMENCEMENT
T.P.O.B. TRUE POINT OF BEGINNING

I RIGHT-OF-WAY DEDICATION
11-04-2021
N TY E. THOMAS DATE
PREPARED BY: T&M* JN:

P.L.S. 9309
T&M - 1054
NORTH

GRAPHIC SCALE SURVEYING

CHECKED
80 531 E. TRENTON AVE
80 TET

ORANGE, CA
0-714-906-8771 0-714-912-4042 SHEET
WWW.TNMSURVEYING.COM URV EY
1 OF 1

Page 10 ends

OFFICIAL BUSINESS.
2021137289
Document entitled to free
Deva Marie Cords Of Sonoma County
recording per Government Proto
Code § 6103 and § 27383
12/20/2021 03:34 PM
Fee: $ 0.00 15 Pages
Recording requested by and
When Recorded Mail to: CONFORMED COPY
City of Cotati Not Compared with Original
City Hall
201 West Sierra Ave.

Cotati, CA 94931
Space above this line for recorder's use

IRREVOCABLE OFFER OF DEDICATION
This Irrevocable Offer of Dedication ("Offer") is made and effective this _164 _ day of December, 202 / by TOWNSEND CAPITAL PARTNERS, LLC, a California limited liability corporation ("Offeror") for exclusive acceptance by the CITY OF COTATI, a municipal corporation ("City").

WHEREAS, in conjunction with the approval, Offeror consented to offer for dedication of fee interest to the City those portions of the Project Site which are more particularly described in the legal descriptions attached hereto and incorporated herein as Exhibit 2, being approximately a 19 foot wide strip of land for the purpose of road widening and

Page 1 ends

Exhibit 3, being approximately a 9 foot wide strip of land for sidewalk and landscaping purposes ("the Dedication Areas") and public improvements shown thereon ("Public Improvements").

1. Otter Of Dedication. Offeror does hereby offer to dedicate in fee the Dedication Areas for street, highway, public pedestrian, landscaping, and other public purposes.

2. Time And Manner Of Acceptance.

2.1 The City of Cotati shall not accept, expressly or impliedly, this Offer of Dedication unless and until the Public Improvements are constructed. The Dedication Areas or any part thereof may only be accepted by Resolution of the City Council of the City of Cotati and not in any other manner. Any purported acceptance of this Offer by or on behalf of the City, other than in this manner, shall be null and void and of no force or effect.

2.3 Upon acceptance of the Dedication Areas, the City shall mail, by U.S. certified postal, a copy of its Resolution of Acceptance to the then owners of the Site at the address shown on the latest County of Sonoma secured assessment roll and at the address listed in this Offer for notices.

3. Use Of Property Prior To Acceptance Of Offer.

3.1 The City shall incur no liability with respect to this Offer and shall not assume any responsibility for the Dedication Areas or any improvements to the Dedication Areas except to the extent that the Dedication Areas have been accepted by appropriate action of the City Council.

3.2 Before the lawful acceptance of this Offer by the City, Offeror agrees that it will not use the Dedication Areas in any way that will interfere with the future use of the Dedication Areas.

Page 2 ends

provides a receipt showing date and time of delivery; or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice:

To City: City of Cotati
City Hall
201 West Sierra Ave.

Cotati, California 94931
Attention: City manager
To Offeror: Townsend Capital Partners, LLC
1101 Fifth Avenue, Suite 300
San Rafael, CA 94901

IN WITNESS WHEREOF, the parties have executed this instrument as of the day and year first written above.

CITY:

THE CITY OF COTATI
Rani den
Its: CITY MANAGER
ATTEST:

Page 3 ends

APPROVED AS TO FORM:

By:.

City Attorney
OFFEROR:

TOWNSEND CAPITAL PARTNERS, LLC, a California limited liability corporation By: Its: MANAGER
Thomas Monahan,
Manager

Page 4 ends

CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of dOn oma
on December 14, 202/odormo, Lauren Berges, Notary Publie Damier OBid
personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

LAUREN BERGES
COMM. #2345010 WITNESS my hand and official seal.

NOTARY PUBLIC - CALIFORNIA *

SONOMA COUNTY
My Corrm. Expires Feb. 3, 2025
Bugs
Signature
Place Notary Seal and/or Stamp Above Signature of Notary Public - OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:

Document Date: Number of Pages: _
Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): • Corporate Officer - Title(s):
• Partner - • Limited • General • Partner - • Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator • Other: • Other:

Signer is Representing: Signer is Representing:
8:8:808880818383848s818:8889818888888:8183848:83848384818883808880808188808980828380B:808383838:808080808080808088808880808088888080838080808088888080838180808:
©2019 National Notary Association
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
88838888389883888883878818184818888881838818818183818183 A notary alicer ate tered entire tes, scany, ety the dual who signed the document.

State of California
County of Marin
On . December 14, 2021 before me, _Catherine S. Ferrari, Notary Public, Date Here Insert Name and Title of the Officer
personally appeared Thomas Monahan
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the
CATHERINE S. FERRARI laws of the State of California that the foregoing Notary Public - California paragraph is true and correct.

Marin County
Commission # 2380611
My Comm. Expires Nov 22, 2025 WITNESS my hand and official seal.

Signature -
Place Notary Seal and/or Stamp Above Signature of Notary Public - OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:_Irrevocable Offer of Dedication Document Date: Number of Pages:14
Signers) Other Than Named Above:
capacity(ies) Claimed by Signers
homas Monahar
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): • Corporate Officer - Title(s): _ • Partner - • Limited • General • Partner - • Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator * Other: Manager • Other:

Signer is Representing: Signer is Representing:

Townsend Capital Partners, LLC
S8eB6819:8-80948486818186888808-8890848691818686888583 8888888888888788898187813187833988833 ©2019 National Notary Association
EXHIBIT 1

Page 5 ends

LEGAL DESCRIPTION
Real property in the City of Cotati, County of Sonoma, State of California, described as follows:

APN: 144-040-021-000)
PARCEL ONE:

BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF ALDER AVENUE,

PARCEL TWO:

SAID POINT OF BEGINNING AND CONTINUING ALONG SAID WEST LINE OF LOT 164 SOUTH 00° 37' EAST 327.32 FEET; THENCE SOUTH 80° 42' EAST 80 FEET; THENCE SOUTH 00° 37' EAST, 110 FEET TO THE INTERSECTION WITH THE NORTH LINE OF THE STATE HIGHWAY LEADING FROM COTATI TO SEBASTOPOL; THENCE ALONG SAID NORTH LINE SOUTH 80° 42' EAST 235.01 FEET; THENCE NORTH 9° 18' EAST 117.65 FEET; THENCE NORTH 74° 16' WEST 163.37 FEET TO A POINT MARKED BY A 1/2" IRON PIPE; THENCE NORTH 00°37' WEST 326.75 FEET TO A POINT MARKED BY A 1/2" IRON PIPE ON THE SOUTH LINE OF THE JOSEPH MARTINELLI PROPERTY AS

Page 6 ends

RECORDED IN BOOK 1178 OF OFFICIAL RECORDS, AT PAGE 21, SONOMA COUNTY RECORDS; THENCE ALONG SAID SOUTH LINE NORTH 89° 42' WEST 172.83 FEET TO THE POINT OF BEGINNING.

PARCEL THREE:

BEING A PORTION OF LOT 164, AS SHOWN ON THE MAP OF SUBDIVISION NO. 7,

RANCHO COTATI, AND WHICH MAP WAS RECORDED IN OFFICIAL RECORDS, BOOK 10 OF MAPS, PAGE 9, ON JUNE 7, 1893, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWESTERLY CORNER OF SAID LOT 164; THENCE ALONG THE WEST LINE OF SAID LOT 164, SOUTH 0° 37' EAST, 270.00 FEET; THENCE SOUTH 89° 42' EAST, 172.83 FEET TO AN IRON PIPE MARKING THE TRUE POINT OF BEGINNING OF THE PARCEL BEING HEREIN DESCRIBED; THENCE SOUTH 0° 37' EASȚ, 326.75 FEET; THENCE SOUTH 74° 16' EAST, 150.22 FEET; THENCE NORTH 15° 44' EAST, 10.00 FEET; THENCE NORTH 74° 16' WEST, 102.77 FEET; THENCE NORTH 18° 41' EAST, 347.40 FEET; THENCE NORTH 89° 42' WEST, 164.09 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL FOUR:

BEING A PORTION OF LOT 164 OF SUBDIVISION NO. 7 OF RANCHO COTATI, BOOK 10 OF MAPS, PAGE 9, SONOMA COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF SAID LOT 164

Page 7 ends

EXHIBIT 2

Page 8 ends

EXHIBIT "A" SHEET 1 OF 1
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE_CITY OF COTATI, COUNTY OF SONOMA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

A 19.00 FOOT WIDE STRIP OF LAND LYING IN RANCHO COTATI AND BEING A PORTION DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF ALDER AVENUE, AND THE CENTERLINE OF GRAVENSTEIN HIGHWAY;
THENCE NORTH 19'06'07" EAST, 40.55 FEET ALONG SAID CENTERLINE OF ALDER AVENUE, TO A LINE THAT IS 40.00 FEET DISTANT NORTHEASTERLY AND PARALLEL.

WITH THE SAID CENTERLINE OF GRAVENSTEIN HIGHWAY AND THE TRUE POINT OF BEGINNING;
THENCE NORTH 80'20'26" WEST, 432.73 FEET, ALONG SAID PARALLEL LINE TO THE WESTERLY LINE OF SAID LOT 164;
THENCE NORTH 00'04'19" WEST, 19.28 FEET, ALONG THE WESTERLY LINE OF SAID LOT 164, TO A LINE THAT IS 59.00 FEET DISTANT NORTHEASTERLY AND PARALLEL WITH THE SAID CENTERLINE OF GRAVENSTEIN HIGHWAY;
THENCE SOUTH 80°20'26" EAST, 439.15 FEET, ALONG SAID PARALLEL LINE, TO SAID CENTERLINE OF ALDER AVENUE;
THENCE SOUTH 19'06'07" WEST, 19.26 FEET, ALONG SAID CENTERLINE TO THE TRUE POINT OF BEGINNING.

AS SHOWN ON EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.

CONTAINING 8,283 SQUARE FEET (0.190 AC) OF LAND, MORE OR LESS LAND

PROFESSIONAT THOMAS CURVEY
By has
No. 9309
11-11-2021
TY E. THOMAS DATE SATE OF CAT TORNA
P.L.S. 9309

Page 9 ends

EXHIBIT 'B"

LINE TABLE

LINE BEARING LENGTH
L1 N80°20'26" W 30.41' NORTHERLY LINE OF LOT 164 TL5
N0004'19"W 19.28'
L3 S19 06'07'W 19.26' 30'
L4 N00 0419 W 40.58'
L5 N89'18'19"W 31.62
LOT 164 AVENUE
/
SUBDIVISION NO. 7
M.B. 10/9
WESTERLY LINE OF LOT 164 N19°06'07"E 507.63' N19'06'07'E 572.44

ROHNERT PARK EXPY
I SITE HIGHWAY 101
19' ALDER
S80'20'26"E GRAVENSTEIN HIGHWAY
439.15' 30, b
N80'20'26" W) SIERRA
40T AVE
432.73
N80'20'26"W

VICINITY MAP
419.22

40.55 N. T.S.
-E • T.P.O.B

GRAVENSTEIN HIGHWAY

TONAL LAND INTERSECTION OF THE CENTERLINE OF
E. THOMN ALDER AVENUE, AND THE CENTERLINE
OF GRAVENSTEIN HIGHWAY (P.O.C.)
No. 9309
*

SATE OF CALIFORN
LEGEND
P.O.C. POINT OF COMMENCEMENT
T.P.O.B. TRUE POINT OF BEGINNING
Vilh RIGHT-OF-WAY DEDICATION
11-11-2021
N TY E. THOMAS DATE PREPARED BY:
1&M + JN:

P.L.S. 9309
T&M -1054
NORTH

GRAPHIC SCALE SURVEYING

CHECKED
80 40 80 531 E. TRENTON AVE. TET

ORANGE, CA
C-714-906-8771 0-714-912-4042 SHEET
WWW.TNMSURVEYING.COM 1 OF 1

Page 10 ends

EXHIBIT 3

Page 11 ends

EXHIBIT "A" SHEET 1 OF 1

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF COTATI, COUNTY OF SONOMA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

A 9.00 FOOT WIDE STRIP OF LAND LYING IN RANCHO COTATI AND BEING A PORTION OF LOT 164, SUBDIVISION NO. 7, AS SHOWN ON MAP RECORDED IN BOOK 10 OF MAPS, AT PAGE 9, SONOMA COUNTY RECORDS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF ALDER AVENUE, AND THE CENTERLINE OF GRAVENSTEIN HIGHWAY;
THENCE NORTH 80'20'26" WEST, 419.22 FEET ALONG SAID CENTERLINE OF

GAVENSTEIN HIGHWAY, TO THE SOUTHWESTERLY EXTENSION OF THE WESTERLY LINE OF SAID LOT 164;
THENCE NORTH 00'04'19" WEST, 59.86 FEET, ALONG SAID SOUTHWESTERLY EXTENSION, TO A LINE THAT IS 59.00 FEET DISTANT NORTHEASTERLY AND PARALLEL

WITH THE SAID CENTERLINE OF GRAVENSTEIN HIGHWAY AND THE TRUE POINT OF BEGINNING;
THENCE CONTINUING NORTH 00'04'19" WEST, 9.13 FEET, TO A LINE THAT IS 68.00

FEET DISTANT NORTHEASTERLY AND PARALLEL WITH THE SAID CENTERLINE OF GRAVENSTEIN HIGHWAY;
THENCE SOUTH 80'20'26" EAST, 405.70 FEET, ALONG SAID PARALLEL LINE, TO A LINE THAT IS 36.00 FEET DISTANT NORTHWESTERLY AND PARALLEL WITH THE SAID CENTERLINE OF ALDER AVENUE;
THENCE SOUTH 19'06'07" WEST, 9.12 FEET, ALONG SAID PARALLEL LINE TO A LINE THAT IS 59.00 FEET DISTANT NORTHEASTERLY AND PARALLEL WITH THE SAID CENTERLINE OF GRAVENSTEIN HIGHWAY;
THEN NOT " WEST, 40206 FEET, ALONG SAID PARALLEL LINE TO THE PART HERO EXHIBIT " ATTACHED HERETO AND BY THIS REFERENCE MADE A CONTAINING 3,638 SQUARE FEET (0.084 AC) OF LAND, MORE OR LESS LAND

THOMAS SURVEYOR
Hy hos
No. 9309
11-11-2021 *
TY E. THOMAS DATE SATE OF CALTORAT
P.L.S. 9309

Page 12 ends

EXHIBIT 'B'

LINE TABLE

LINE BEARING LENGTH
L1 NOO'04'19"W 59.86' NORTHERLY LINE OF LOT 164 7L4
L2 NO0 04'19"W 9.13
L3 S1906'07 9.12 36'
L4 N898'19"W 37.94
164 LOT 164 AVENUE

1. SUBDIVISION NO. 7
M.B. 10/9
WESTERLY LINE N19'06'07"E 506.63' 90607E57244

ROHNERT PARK EXPY
ALDER SITES HIGHWAY 101
36'
S8020'26"E GRAVENSTEIN HIGHWAY
+N80'20'26"W 405.70'
59' 402.66
AVE
• N80'20'26" W

VICINITY MAP
419.22°
N.T.S.
-E

GRAVENSTEIN HIGHWAY

LAND INTERSECTION OF THE CENTERLINE OF

SSIONAL
E. ALDER AVENUE, AND THE CENTERLINE
OF GRAVENSTEIN HIGHWAY (P.O.C.)
PROF
No. 9309
*

STATE OF CALIFORNIA
LEGEND
P.O.C. POINT OF COMMENCEMENT
T.P.O.B. TRUE POINT OF BEGINNING

VITA SIDEWALK AND LANDSCAPE
11-11-2021 DEDICATION
N TY E. THOMAS DATE PREPARED BY:
* T&M* JN:

P.L.S. 9309
T&M -1054
NORTH

SURVEYING

GRAPHIC SCALE CHECKED
80 40 80 531 E. TRENTON AVE TET

ORANGE, CA
C-714-906-8771 0-714-912-4042 SHEET
SURVE
WWW.TNMSURVEYING.COM 1 OF 1

Page 13 ends

Cotati City CouncilJune 27, 2023

Cotati City Council
June 27, 2023