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Section 3.12 Developer’s Extraordinary Benefit Obligations – Corporate Goodwill Contributions to Community Organizations . Developer shall provide at least $250,000 in corporate goodwill donations (including donations made prior to the Effective Date of the Agreement) that benefit the public within five years of issuance of a certificate of occupancy for phase one of the Project. Developer has and shall continue to make a good faith effort to work closely with elected officials, community leaders, and local stakeholders to identify and prioritize the initiatives that will best serve the needs and interests of local residents. Such initiatives may include, but are not limited to, sponsorship packages and donations to local organizations, participation in local community engagement events to st rengthen community ties and actively engage with residents, and the awarding of STEM scholarships to students graduating from Jefferson and Westmoor High Schools. Any time after the fifth anniversary of the certificate of occupancy on the phase one of the Project, upon written request from the City, Developer shall provide the City’s Director of Finance and Administrative Services Department an itemized accounting of at least $200,000 in corporate goodwill donations (including donations made prior to the Effective Date of the Agreement.)
Section 3.13 Developer’s Extraordinary Benefit Obligations – Corporate Goodwill Contributions to Recreation al Community Organizations .
Developer shall provide at least $250,000 in corporate goodwill donations supporting partnerships with local community -based organizations with a mission to expand recreational opportunities within five years of issuance of a certificate of occupancy for phase one of the Project . Any time after the fifth anniversary of the certificate of occupancy on the phase one of the Project, upon written request from the City, Developer shall provide the City’s Director of Finance and Administrative Services Department an itemized accounting of at least $ 250,000 in corporate goodwill donations to one or more local community -based organizations with a mission to expand recreational opportunities.
Section 3.14 Developer’s Extraordinary Benefit Obligations – Sales Tax Guarantee.
(a) During the Term of this Agreement, to the extent feasible and allowed by applicable law, Developer agrees to use commercially reasonable efforts to maximize the total amount of all Sales and Use Tax Revenue received by the City from development and construction of the Project, for the purchase, sale or use of any and all materials, equipment, fixtures or other items upon which sales or use tax is due, including any and all sales or use tax due from any third party vendors or other contractors involved in the development and construction of the Project pursuant to the terms and conditions of a contractual agreement with Developer or its contractors (“Project Sales and
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Use Tax Revenue“). It is anticipated the City will receive a total of at least Three Million Dollars ($3,000,000.00) in Project Sales and Use Tax Revenue in the Project ’s first development phase and One Million Dollars ($1,000,000.00) in the Project’s second development phase. At the end of the first full City fiscal year following completion of each phase of the Project to its operational stage connected to the electrical grid, once the data is available, the City shall provide Developer with an accounting, identifying the amount of all Project Sales and Use Tax Revenue received in relation to the Project, including funds received in preceding City fiscal years prior to completion of the Project as applicable. If the City determines that amount of Project Sales and Use Tax Revenue received by the City is less than $3,000,000.00 for the first phase or $1,000,000.00 for the second phase, the City shall invoice Developer for the difference (i.e., $3, 000,000.00 less the amount of Project Sales and Use Tax Reven ue actually received for phase one and $1,000,000.00 less the amount of Project Sales and Use Tax Revenue actually received for phase two ) and provide Developer with the information relied upon by the City in making such determination. Developer shall have thirty (30) days to either remit payment to the City ’s Director of Finance and Administrative Services Department or provide any comments or additional information to the City regarding the amount of the Project Sales and Use Tax Revenue, which the City shall consider in good faith. No later than thirty (30) days following the receipt of any such information from Developer, the City shall notify Developer in writing whether its determination of the Project Sales and Use Tax Revenue has changed and, if so, issue a revised invoice to Developer. Developer will remit payment to the City’s Director of Finance and Administrative Services Department within thirty (30) days of receipt of such notice, regardless of whether or not the invoice has been revised.
(b) Developer shall timely report and pay all sales and use taxes relating to the Project in accordance with the laws, rules and regulations applicable to such payment.
(c) Once available to Developer, Developer shall supply the City wi th information to assist the City in determining the Project Sales and Use Tax Revenue. Such information may include (i) sales and use tax returns filed with the California Department of Tax and Fee Administration (“CDTFA”) by Developer or its contractors, (ii) invoices relating to Developer’s or its contractors’ purchase of taxable items in connection with the development or operation of the Project, (iii) business records reflecting payment of sales or use tax to vendors o r the CDTFA relating to purchase or use of taxable items in connection with the development or operation of the Project, and/or (iv) names of contractors, vendors, or other parties who may remit sales or use tax to the CDFTA in connection with the development or operation of the Project. For the avoidance of doubt, nothing in this Section 3.14(c) shall
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require Developer to provide each of the items enumerated in this subsection or prohibit Developer from providing additional information as contemplated by Section 3.14(a).
(d) Project Sales and Use Tax Revenue shall be deemed to have been received by the City if and to the extent the CDTFA elects to offset the payment of any such Project Sales and Use Tax Revenue against any other obligations of the City.
Section 3. 1415. Developer ’s Extraordinary Benefit Obligations – Contribution to Improvement of City Parks and Open Space . Prior to the issuance of the occupancy permit for phase one of the Project , Developer shall tender to the City ’s Director of Finance and Administrative Services Department a $ 400,000.00 contribution for the City ’s use in improving the City park and open space areas (“Park Projects”). Prior to the issuance of the occupancy permit for phase two of the Project, Developer shall tender to the City’s Dir ector of Finance and Administrative Services Department a $100,000.00 contribution for the City’s use in improving the Park Project s.
For the sake of clarity, the Park Projects are City public improvement projects with independent utility from the Project, for which the City is responsible for processing all necessary entitlements. The City shall include Developer in, and publicly recognized Developer’s contribution during, all groundbreaking or other ceremonies celebrating any City Park Project improvement funded or partially funded pursuant to this Agreement.
Section 3.1416. Developer’s Extraordinary Benefit Obligations – Fire Safety Training. Developer shall pay for a third-party expert to provide a training for City fire department employees on the proper strategies for safely responding to a BESS fire incident.
Section 3.1 7. Developer’s Extraordinary Benefit Obligations – Neighborhood Beautification . Above and beyond the City -approved landscape plan for the Project, Developer shall establish a minimum $1 Million Beneficial Fund for the Cow Palace to use, at its sole discretion, for the following items:
(a) Coordinated removal of eucalyptus trees, replacing with mature trees to re-establish the existing wind break;
(b) Beautification of the Project’s exterior walls with possible murals and/or art panels, and/or light displays directed by Cow Palace; (c) Landscaping with elements to be decided by Cow Palace;
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Installation of all beautification elements shall be allowed to take place in conjunction with the construction of the Project, on a schedule amenable to the Cow Palace. For the sake of clarity, the Parties agree that any and all beautification elements made to the Project Site, as directed by the Cow Palace, require the approval of the Developer. Funds will be placed in a separate account held by the Cow Palace within 10 days upon signing of a to-be-developed agreement between Cow Palace and Developer.
Section 3.18. Developer’s Extraordinary Benefit Obligations – School Solar Project. Developer shall fund the installation of a solar project for the Bayshore Elementary School (School) that is mutually acceptable in size between Developer and the School. For the sake of clarity, this School Solar Project is a School public improvement project with independent utility from the Project, for which the School will be responsible for processing all necessary entitlements.
Section 3 .19. Developer Extraordinary Benefit Obligation – Additional Community Outreach. Notwithstanding the City’s compliance with all legal noticing requirements for the Project, prior to commencement of construction, Developer shall host additional public outreach meeting s targeted to and for the Bayshore Neighborhood.
Section 3. 20. ROW Encroachment Authorization . By entering into this Agreement, the City hereby grants Developer encroachment authorization into, under, over and through City rights -of-way and public service easements for development of the Gen -tie line and appurtenant project facilities in accordan ce with the terms of the ROW Encroachment Authorization attached hereto as Exhibit G.
Section 3.1521. Development Intensity, Permitted Uses, Maximum Height and Size, Dedication of Land for Public Purposes . Consistent with Government Code Section 65865.2, the Project ’s development intensity, permitted uses, maximum height and size limitations, and any applicable requirements for dedication of land for public purposes are those described in the other Project Approvals and are incorporated herein by reference.
Section 3.1622. City Support for Gen-Tie Line Easement. City shall support Developer’s application to the Housing Development Finance Agency for approval of a Grant of Easement in a form and substance substantially similar to the Easement Agreement attached hereto as Exhibit H, including all related approvals . Nothing herein shall be interpreted as obligating the Housing Development Finance Agency to grant the Easement Agreement.
Both Parties acknowledge that the Housing Development Finance Agency’s determination shall be independent and informed on the merits following a public hearing.
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Section 3.1723. City’s Extraordinary Benefit for Easement Agreement .
Developer shall provide an additional $25,000 to the City for the same purposes as those identified in Section 3.13 should the Housing Development Finance Agency grant the Easement Agreement and all related approvals, and Developer applies for and is granted a building permit to develop within the easement area described in the Easement Agreement.
Payment shall be tendered to the City within five (5) business days of either (i) City issuance of a cert ificate of occupancy for phase one of the Project, or (ii) City granting a building permit pursuant to this Section of the Agreement, whichever is later.
Section 3.1824. Gen-Tie Route Options. Developer shall have the option to develop the gen -tie line through either the easement area described in Easement Agreement or any other location that substantially conforms to the location depicted in the Project’s approved site plan. Substantial conformance shall be liberally construed to effectuate the purpose of allowing the efficient transmission of power between the battery energy storage system and the electrical grid.
ARTICLE 4: PERIODIC REVIEW OF AGREEMENT
Pursuant to Government Code Section 65865.1, the City ’s Planning Manager shall conduct an annual review of this Agreement to ascertain the parties’ good faith compliance with its terms. Upon request, Developer shall provide the City’s Planning Manager with information reasonably necessary to carry out this determination. If the Planning Manager finds, after an administrative review, that Developer is in good faith compliance with this Agreement, the Planning Manager shall issue Developer a certificate of compliance. If the Planning Manager finds Developer is not in good faith compliance with this Agreement, then the Planning Manager shall notify Developer and schedule a meet and confer with the Developer to discuss the alleged non -compliance. Following the meeting, if the Planning Manager determines the Project is in fact not it compliance, then the Planning Manager shall notify the Developer in writing. Developer shall 30 days to either submit a written plan for bringing the Project back into compliance or appeal the notice of non -compliance to the City Council. If after such hearing the City Council determines Developer is not in good faith compliance with this Agreement, City may pursue available rights and remedies in accordance with this Agreement. If the Planning Manager does not initiate an annual review in any given year, Developer shall be deemed to be in good faith compliance with this Agreement.
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ARTICLE 5: AMENDMENT
Section 5.1 In General . This Agreement may be canceled, modified or amended only by mutual written consent of the parties, in accordance with the provisions of Government Code Sections 65867, 65867.5 and 65868. No amendment shall disturb the Vested Rights Date, scope, or other element of the rights vested under Article 3 of this Agreement.
Section 5.2 Major Amendments . Any amendment to this Agreement concerning the legal boundaries of the Project Site as depicted in Exhibits A and B, Developer’s obligations as stated in Section s 3.12, 3.13 or 3.14, or the Agreement’s provisions regarding fees and exactions in Section 3.5 shall be considered a Major Amendment and shall require giving of notice and a public hearing before the Planning Commission and City Council pursuant to the provisions of Section 5.1 above. Any amendment to any of the other Project Approvals shall be governed by the terms of those documents and shall not require any amendment to this Agreement.
Section 5.3 Minor Amendments. The parties acknowledge that refinement and implementation of the Project might demonstrate that certain minor changes might be appropriate with respect to the details and performance of the parties under this Agreement. The parties desire to retain a ce rtain degree of flexibility with respect to the details of the Project and with respect to those items covered in the general terms of this Agreement. If and when the parties find that clarifications, minor changes, or minor adjustments are necessary and do not constitute a Major Amendment under Section 5.2, they shall effectuate such clarifications, minor changes, or minor adjustments through a written Minor Amendment approved in writing by Developer and the City Manager. Unless otherwise required by law, no such Minor Amendment shall require prior notice or hearings, nor shall it constitute an amendment to this Agreement as defined by the Government Code.
ARTICLE 6: GENERAL PROVISIONS
Section 6.1 Covenants. The provisions of this Agreement shall constitute covenants or servitudes which shall run with the land comprising the Project Site, and the burdens and benefits hereof shall bind and inure to the benefit of all estates and interests in the Project Site and all successors in interest to the parties hereto.
Section 6.2 Term. The Term of this Agreement shall commence upon the Effective Date and extend until the expiration of thirty (30) years after the Effective Date.
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Notwithstanding the foregoing, the Term of this Agreement shall be automatically extended for the period that development is prevented or delayed, in whole or in part, due to a Force Majeure Event. At any time, any party claiming an extension as a result o f a Force Majeure Event shall provide the other party with written notice of such extension, the reason for the delay and an estimated length of delay. Upon the other party’s receipt of such notice, the period of time for performance of any obligation or duty shall be automatically extended for the period of the Force Majeure Event, unless the other party objects in writing within thirty (30) days after receiving the notice. In the event of such objection, the parties shall meet and confer within thirty (30) days after the date of objection to arrive at a mutually acceptable solution to the disagreement regarding the delay. If no mutually acceptable solution is reached at the conclusion of the meet and confer session(s), either party may initiate dispute resolution proceedings as set forth in Section
6.7 of this Agreement.
The Term may also be extended upon mutual written consent by both parties.
Expiration of this Agreement shall have no legal effect on any other Project Approval, including but not limited to the General Plan Amendment , Zone Change, Use Permit, ROW encroachment authorization and Design Review, and their applicability to the Project.
Section 6.3 Default: Remedies; Termination . Failure or unreasonable delay by either party to perform any obligation under this Agreement for a period of thirty (30) days after written notice thereof from the other party shall constitute a default under this Agreement, subject to extensions of time by mutual consent in writing. Said notice shall specify the nature of the alleged default and the manner in which said default may be satisfactorily cured. If the nature of the alleged default is such that it cannot reasonabl y be cured within such thirty (30) day period, the commencement of the cure within such time period and the diligent prosecution to completion of the cure shall be deemed a cure within such period.
Subject to the prior paragraph, after notice and expiration of the thirty (30) day period without cure, the other party to this Agreement, at its option, may institute legal proceedings pursuant to this Agreement and/or give notice of intent to terminate t he Agreement pursuant to Government Code Section 65868. Following any such City notice of intent to terminate, the matter shall be scheduled for consideration and review by the City Council within thirty (30) calendar days in the manner set forth in Govern ment Code Sections 65865.1, 65867 and 65868. Following consideration of the evidence presented in said review before the City Council, and a determination by the
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City Council based thereon, the City may give written notice of termination of this Agreement to the other party.
For any default relating to the Project, any such remedies shall be limited to specific performance, injunctive or declaratory relief (and the right to recover reasonable attorney ’s fees in connection with such proceedings) . The waiver by either party of any default under this Agreement shall not operate as a waiver of any subsequent breach of the same or any other provision of this Agreement.
Section 6.4 Enforced Delay: Extension of Time of Performance . In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to a Force Majeure Event.
Section 6.5 Cooperation in the Event of Third -Party Legal Challenge . In the event of any legal or equitable action or proceeding instituted by a third party challenging the validity of any provision of this Agreement or the procedures leading to its adoption or the issuance of Project Approvals or Subsequent City Approvals for the Project, the parties hereby agree to cooperate in defending said action or proceeding.
Section 6.6 Effect of Termination . Except as otherwise provided in this Agreement, termination of this Agreement shall not affect Developer’s obligation to comply with the standards, terms and conditions of any other Project Approvals or Subsequent City Approvals issued with respect to the Project Site or any portion thereof; nor shall it affect any covenants of Developer which are specified in this Agreement to continue after termination.
The following provisions of this Agreement shall survive and remain in effect following termination or cancellation of this Agreement for so long as necessary to give them full force and effect: (1) Section 6.5 (Cooperation in the Event of Third-Party Legal Challenge) and (2) Section 6.7 (Legal Actions; Remedies; Attorney’s Fees).
Termination of this Agreement shall have no legal effect on any other Project Approval, including but not limited to the General Plan Amendment, Zone Change, Use Permit, Design Review , and ROW encroachment authorization.
Section 6.7 Legal Actions ; Remedies; Attorney ’s Fees . Subject to the provisions of Section 6.3, in addition to any other rights and remedies, either party may institute legal action to cure, correct, or remedy any default, enforce any covenant or agreement herein, and enjoin any threatened or
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attempted violation or enforce by specific performance the obligations and rights of the parties hereto. In no event shall either party or its officers, agents or employees be liable for monetary or other damages for any breach or violation of this Agreeme nt, it being expressly understood and agreed that the sole legal remedy available to either party for a breach or violation of this Agreement by the other party shall be a legal action in mandamus, specific performance, injunctive or declaratory relief to enforce the provisions of this Agreement. In any such legal action, the prevailing party, as defined in CCP § 1032 , shall be entitled to recover all litigation expenses, including reasonable attorney’s fees and court costs.
Section 6.8 Construction of Agreement . This Agreement shall be construed and enforced in accordance with the laws of the State of California and City, as they may be amended, provided that such amendments do not substantially alter the rights granted to the parties by this Agreement. Both parties and their legal counsel have reviewed this Agreement and agree that any rule that ambiguities are to be construed against the drafting party shall not apply. This Agreement, including the text and al l Exhibits hereto, is intended to be interpreted as an integrated whole. Where provisions appear to be in conflict, they will be harmonized if possible. In the event that an irreconcilable conflict exists between the Agreement text and one or more of the Exhibits, the text shall control. In the event that an irreconcilable conflict exists between the Agreement and one or more of the other Project Approvals or Mitigation Monitoring and Reporting Program, the Agreement shall control.
Section 6.9 No Joint Venture, Partnership or Agency . It is specifically understood and agreed by City and Developer that the development of the Project Site is a non-City development. No partnership, joint venture, agency or other association of any kind between City and Developer is formed by this Agreement. The only relationship between City and Developer is that of a governmental entity regulating the development. City and Developer agree that nothing contained herein or in any document executed in connection herewith shall be construed as making City and Developer joint venturers, partners or agents of one another.
Section 6.10 Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.
Section 6.11 Further Documents. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the req uest of
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either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement.
Section 6.12 Notices. Any notice or communication required hereunder between City and Developer must be in writing, and may be given either personally or by registered or certified mail, return receipt requested. If given by registered or certified mail, the same shall be deemed to have been given and received on the first to occur of (i) actual rec eipt by any of the addressees designated below as the party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If personally delivered, a notice shall be deemed to have been given when delivered to the party to whom it is addressed. Any party hereto may at any time, by giving ten (10) days’ written notice to the other party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the parties at their addresses set forth on the below:
City: City of Daly City
333 90th Street
Daly City, CA 94015
Attn: City Manager
with a copy to: City of Daly City
333 90th Street
Daly City, CA 94015
Attn: City Attorney
Developer: Cormorant Energy Storage, LLC
c/o Arevon Energy
8800 North Gainey Center Drive
Suite 100
Scottsdale, AZ 85258
Attn: Director of Development – Energy Storage
with a copy to: Sheppard, Mullin, Richter & Hampton LLP 501 W. Broadway, 18th Floor
San Diego, CA 92101
Attn: Jeffrey W. Forrest, Esq.
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Section 6.13 Assignment; Collateral Transfer; Mortgagee Protection. (a) The rights and obligations of Developer hereunder shall not be assigned or transferred, except that on no less than thirty (30) days written notice to City, Developer may assign all or a portion of Developer ’s rights and obligations hereunder to any person or persons, limited liability company, partnership, corporation, or any other entity who purchases all or a portion of Developer’s right, title and interest in the Project, provided such assignee or grantee assumes in writing each and every obligatio n of Developer hereunder yet to be performed with respect to the assigned portion of the Project, and such assignee or grantee shall have the same assignment and transfer rights and obligations. The notice to City shall include the identity of any such assignee or grantee and a copy of the written assumption of the assignor’s or grantor’s obligations hereunder pertaining to the portion assigned or transferred. After such notice, the assignor or grantor shall have no further obligations or liabilities hereun der. Notice under this Section shall not be required for an assignment or transfer to the extent resulting from a restructuring or name change involving Developer and affiliated entities. Notwithstanding anything in this Agreement, Developer may implement its obligations under this Agreement through the use of Developer employees, representatives, agents, contractees, and other third parties selected by Developer. In the event of a partial assignment, a default of the assignee shall not be deemed a default of the Developer and a default of the Developer shall not be deemed a default of the assignee. (b) Without limiting the generality of the foregoing, Develop er may, without prior written notice to the City, mortgage, collaterally assign, or otherwise encumber and grant security interests in all or any part of its interest in this Agreement and/or the Project and its related facilities to any Mortgagee (defined below). However, Developer shall give the City notice information as to any Mortgagee, and thereafter, the City shall deliver any Notice of Default to any Mortgagee at the same time it delivers any Notice of Default to Developer. Each Mortgagee shall have the right, but not the obligation, to cure the Event of D efault. The cure period available to Mortgagee shall be extended for the time period reasonably required for Mortgagee to obtain possession of the Prop erty, provided that Mortgagee diligently and continuously proceeds to use commercially reasonable efforts to so obtain possession of the Property and to complete such cure. Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the Mortgage or deed of trust, or deed in lieu of such foreclosure, or otherwise, shall take the Property, or part thereof, subject to the terms of this Agreement. However, in the event a court determines this Agreement is terminated due to the bankruptcy or insolvency of Developer, upon the written request of any Mortgagee, the City shall agree to a development agreement with such Mortgagee(s) on substantially similar
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terms and conditions as agreed to herein). “Mortgagee” as used herein shall mean a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security device, a lender, or any party providing tax equity financing in connection with the Project, and each of their respective successors and assigns.
(c) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law.
Section 6.14 Authorized Applicants for Project Approvals. Notwithstanding anything else in this Agreement, the following may apply for Subsequent City Approvals: successors, assignees, or grantees of Developer; and any third party with the written consent of Developer, including without limitation any agents, joint development partners, lessees, licensees, or sublessees.
Section 6.15 Right to Lease Project Facilities . Notwithstanding anything else in this Agreement, the parties acknowledge and agree that nothing in this Agreement prohibits Developer from leasing or licensing any portion of the Project Site (each a “Project Component”) to affiliated or third parties for any purpose consistent with the terms of this Agreement, including, but not limited to constructing, operating, subleasing, and any other permitted use. Any such lease, license, or sublease of a Project Component will not require any notification to or consent by the City provided that the tenant or occupant is required, in the subject lease, license, or sublease, to comply with the obligations and requirements of this Agreement that would be applicable to the Project Component occupied or used by such tenant, licensee or occupant. The parties agree that, if Developer and a third party enter into a lease or license (or like rights to use and operate) for a Project Component, then if a default occurs that is caused by the use or operation of such Project Component , then any enforcement or remedy for such default other than specific enforcement, declaratory relief and any attorney’s fees and costs for such proceedings, shall be further subordinated to the interests of any ground lease tenant, leasehold mortgagee or other interest holder in the Project Component, and the City will enter into a subordination agreement confirming such subordination in the form reasonably required by the interest holder in such Project Component.
Section 6.16 Entire Agreement . This written Agreement, including the Exhibits hereto, contains all the representations and the entire agreement between the parties with respect to the subject matter hereof. Except as otherwise specified in this Agreement, any prior or contemporaneous correspondence, drafts, memoranda, agreements, warranties or representations are superseded in total by this Agreement. This Agreement
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also supersedes any previous development agreements or land use entitlements that may affect or govern the Project Site or its development.
Section 6.17 No Third Party Beneficiaries. This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement, including without limitation its Exhibits, for any cause whatsoever.
Section 6.18 Recitals Not Incorporated. The Recitals preceding this Agreement are not incorporated into this Agreement and are not part of the representations or the entire agreements between the parties with respect to the subject matter hereof.
Section 6.19 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.
Section 6.20 Warranty of Authority . The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party, if not an individual, is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such party i s bound.
Section 6.21 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original Agreement, and all of which shall constitute one and the same Agreement.
Section 6.22 Recordation. Within ten (10) days after the Enacting Ordinance takes effect, the City Manager shall execute this Agreement on behalf of City, and the City Clerk shall record this Agreement with the San Mateo County Recorder. If this Agreement is terminated, modified or amended pursuant to Article 5 or 6 of this Agreement, the City Clerk shall record notice of such action with the San Mateo County Recorder.
Section 6.23 No Obligation to Construct . Nothing herein shall be interpreted as requiring Developer to construct phase one or phase two of the Project and Developer shall not be required to fulfill extraordinary benefit obligations related to any phase not constructed.
Section 6.24 No Discrimination. Developer covenants that, by and for itself, there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital
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status, sexual orientation or gender preference, national origin, or ancestry in the performance of this Agreement.
Section 6.25 Estoppel Certificates . Either party hereto (or a Mortgagee) may at any time during the Term deliver written notice to the other party requesting an estoppel certificate (“Estoppel Certificate”):
(a) certifying that the Agreement is in full force and effect and is a binding obligation of the parties hereto;
(b) certifying that the Agreement has not been amended or modified or, if so amended or modified, identifying such amendments and/or modifications;
(c) certifying that there are no existing defaults under the Agreement to the actual knowledge of the party signing the Estoppel Certificate, or if there are any, identifying the same; and (d) containing any other reasonable certifications that may be requested by either Party (or a Mortgagee).
A party receiving a request for an Estoppel Certificate shall provide a signed certificate to the requesting party within ten (10) business days after receipt of the request. Failure to timely deliver an Estoppel Certificate shall be deemed to certification of the requested certifications ( “Deemed Estoppel Certificate”). An Estoppel Certificate or Deemed Estoppel Certificate may be relied on by Developer’s assignees and Mortgagees.
Section 6.26 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code §§ 1091 or 1091.5.
(Signature Pages Follow)
(Signature Page to Development Agreement)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above.
Developer: CORMORANT ENERGY STORAGE, LLC,
a Delaware limited liability company
By: ________________________________
Name:
Title:
City: CITY OF DALY CITY,
a municipal corporation
By:
Name:
Title:
Approved as to form: CITY ATTORNEY
By:
Name:
(Signature Page to Development Agreement)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SAN MATEO
On __________, 20 2__, before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
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.
(Signature Page to Development Agreement)
ALL-PURPOSE ACKNOWLEDGMENT
STATE OF __________________
COUNTY OF _________________
On __________, 20 2__, before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 _______________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
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.
(Signature Page to Development Agreement)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SAN MATEO
On __________, 2025, before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
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.
EXHIBIT A
[PLACEHOLDER FOR SITE MAP]
EXHIBIT B
[PLACEHOLDER FOR LEGAL DESCRIPTION]
EXHIBIT C
[PLACEHOLDER FOR MITIGATION MONITORING AND REPORTING PROGRAM]
EXHIBIT D
[PLACEHOLDER FOR FINDINGS PURSUANT TO THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT]
EXHIBIT E
[PLACEHOLDER FOR COPY OF EXISTING ORDINANCES]
EXHIBIT F
[PLACEHOLDER FOR ENACTING ORDINANCE]
EXHIBIT G
ROW ENCROACHMENT AUTHORIZATION
[SEE PAGE THAT FOLLOWS]
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Cormorant Energy Storage, LLC
c/o Arevon Energy, Inc.
8800 N. Gainey Center Dr., Suite 100
Scottsdale, AZ 85282
Attn: Asset Management
THIS SPACE ABOVE FOR RECORDER’S USE
ENCROACHMENT AGREEMENT
This Encroachment Agreement (this “Agreement”) is entered into as of ___________________, 202__, (the “Effective Date”) by and between the City of Daly City, a municipal corporation of the State of California (the “City”), and Cormorant Energy Storage, LLC, a Delaware limited liability company (collectively with any successors-in-interest “Cormorant”).
The City and Cormorant may be referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
A. Cormorant is leasing certain real property located within the City for purposes of developing and operating a battery energy storage system (the “Project”).
B. Cormorant desires to install, operate and maintain a generation interconnection line and related appurtenances within certain of the City’s public rights-of-way in connection with Cormorant’s operation of the Project, as further set forth herein.
C. The City has the authority to regulate the terms and conditions for the use of public rights-of-way within the City consistent with applicable law and has determined that the rights granted to Cormorant herein will not adversely affect the City’s obligation to provide for and protect the public health, safety and general welfare.
D. Subject to the terms and conditions of this Agreement, the City is willing to grant Cormorant the right to encroach into certain public rights-of-way, as further set forth herein.
NOW, THEREFORE, in consideration of the promises and the mutual covenants of the Parties, the legal sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
AGREEMENT
This Agreement shall run with the land.
The City hereby grants Cormorant the right to encroach into those certain public rights-of- way more commonly known as [Carter Street, Martin Street and Schwerin Street] (collectively, the “ROW”) within that certain area more particularly described on Exhibit A attached hereto and incorporated herein and depicted on Exhibit B attached hereto and incorporated herein (such area, the “Encroachment Area”) for purposes of (the following purposes, the “Permitted Purposes”) installing, inspecting, operating, repairing, replacing, removing from time-to-time, modifying and maintaining a generation interconnection line and related appurtenances (the “Encroachment”).
Cormorant shall conduct the Permitted Purposes in a safe and sanitary manner at the sole cost, risk and responsibility of Cormorant.
With respect to any liability, including but not limited to claims asserted, demands, causes of action, costs, expenses, losses, attorneys ’ fees, damages, expenses or payments that the City may sustain or incur in any manner for damages or injuries, including those to any person (including disability, dismemberment, illness damages, or death) or property, arising from, related to, or resultin g from the Permitted Purposes or presence of the Encroachment within the ROW, Cormorant agrees to defend, indemnify, pro tect and hold harmless the City, its agents, officers, and employees from and against any and all liability.
Also covered by this Section 4 is liability arising from, related to, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees that may be in combination with active or passive negligent acts or omissions of Cormorant, its employees, agents or officers, or any third party. Cormorant ’s duty to defend, indemnify, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct of the City, its agents, officers or employees.
Cormorant further agrees to pay any and all costs the City incurs to enforce the indemnity and defense provisions of this Section 4.
If the City reasonably determines that the Encroachment interferes with, impairs or otherwise impedes the City’s use of the ROW and any abutting private property, then Cormorant shall work with the City to determine a commercially feasible plan for the relocation of the Encroachment to a new encroachment area within the City’s public right(s)-of-way at Cormorant’s sole expense (the “Relocation Plan”). Cormorant shall include anyone with legal and/or financial interest in the Project in the preparation of the Relocation Plan. The Relocation Plan shall be prepared within sixty (60) days of the City ’s written notice to Cormorant that relocation is reasonably required, and Cormorant shall commence relocation of the Encroachment within thirty (30) days of receiving all necessary permits and/or approvals. Cormorant shall complete the relocation of the Encroachment within three hundred and sixty -five (365) days of Cormorant ’s receipt of all necessary permits and/or approvals. The City’s request to relocate the Encroachment shall not be arbitrary or without reason, and the City shall give as much notice as possible to
Cormorant in the event the City reasonably determines that the Encroachment must be relocated.
The City and Cormorant shall mutually agree to a new encroachment area within the City’s public rights-of-way as aforesaid, and the Parties shall enter into a replacement agreement approving such new encroachment area on substantially the same terms and conditions as agreed to herein.
If the Encroachment is located over or under a public facility within the ROW, Cormorant agrees to provide an alternate right-of-way on Cormorant-controlled property or assist the City in obtaining new right-of-way, as well as relocate said public facility to a new alignment, all without cost or expense to the City, whenever it is reasonably determined by the City that the public facility cannot be economically placed, replaced, or maintained due to the presence of the Encroachment.
All rights and obligations that were acquired by the City with respect to the ROW shall remain and continue in full force and effect and shall in no way be affected by this Agreement.
Cormorant shall maintain a policy of liability insurance with the City and its respective elected officials, officers, employees, agents, and representatives named as additional insureds, in an amount approved by the City. Such policy shall protect the City from any potential claims that may arise from the Encroachment.
The terms and conditions of any permit or approval required by the City in connection with the Project, including but not limited to any permit required pursuant to Chapter 12 of the City ’s Municipal Code, shall be consistent with the terms and conditions of this Agreement. In the event that any permit or approval issued by the City in connection with the Project is inconsistent with this Agreement, this Agreement shall control.
This Agreement may be executed in one or more identical counterparts and all such counterparts together shall constitute a single instrument for the purpose of the effectiveness of this Agreement. This Agreement shall be recorded in the Official Records o f the County of San Mateo, California.
(Signature Pages Follow)
(Signature Page to Encroachment Agreement)
IN WITNESS WHEREOF, the City has caused this Agreement to be executed by its duly authorized representative as of the Effective Date.
CITY:
City of Daly City,
a municipal corporation of the State of
California
Thomas J. Piccolotti, City Manager
ATTEST:
K. Annette Hipona, City Clerk
APPROVED AS TO FORM:
Rose Zimmerman, City Attorney
(Signature Page to Encroachment Agreement)
IN WITNESS WHEREOF, Cormorant has caused this Agreement to be executed by its duly authorized representative as of the Effective Date.
CORMORANT:
Cormorant Energy Storage, LLC,
a Delaware limited liability company
By:
Name:
Title:
ACKNOWLEDGEMENT
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 _________________ )
County of _______________ )
On ____________________, before me, ____________________________, Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of __________________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
EXHIBIT A
Legal Description of Encroachment Area
(See Attached)
SMRH:4918-0750-5677.9 41
EXHIBIT B
Depiction of Encroachment Area
(See Attached)
SMRH:4918-0750-5677.9 42
EXHIBIT H
FORM OF EASEMENT AGREEMENT
[SEE PAGE THAT FOLLOWS]
SMRH:4918-0750-5677.9 43
PREPARED BY AND
WHEN RECORDED RETURN TO:
Cormorant Energy Storage, LLC
c/o Arevon Energy
8800 N. Gainey Center Dr., Suite
100
Scottsdale, AZ 85258
Attn: Asset Management
APN: (SPACE ABOVE FOR RECORDER’S USE)
THE UNDERSIGNED DECLARES
DOCUMENTARY TRANSFER TAX is $ ________,
computed on the full value of the interest or property conveyed.
AGREEMENT FOR GRANT OF EASEMENT
This AGREEMENT FOR GRANT OF EASEMENT (this “ Agreement”) is made as of __________________, 2025_ (the “Effective Date”) by and between the Housing Development Finance Agency of the City of Daly City (“Grantor”), and Syufy Enterprises, a California limited partnership (together with its transferees, successors, and assigns, collectively “ Grantee”).
Grantor and Grantee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
RECITALS
A. Grantor is the Housing Successor to the former Daly City Redevelopment Agency and retained all rights and responsibilities pursuant to California Health and Safety Code section 34176 relating to that certain real property located in the City of Daly City, County of San Mateo, California and more particularly described on Exhibit A attached hereto and incorporated herein (the “Grantor Property”).
B. Grantor is subject to compliance with California Health and Safety Code section 34176.1 with respect to the use of the Grantor Property as a housing asset of the former Daly City Redevelopment Agency.
C. Grantee is the owner of that certain real property located in the City of Daly City, County of San Mateo, California and more particularly described on Exhibit B attached hereto and incorporated herein (the “Grantee Property”).
D. Grantor desires to convey a non-exclusive Easement to Grantee over a portion of the Grantor Property near the Grantor Property perimeter where it will not interfere with future housing development, will create a utility easement corridor useful to Grantee and potential future housing development, and generate proceeds from the sale of the Easement that shall be used for housing purposes, all under such terms and conditions as set forth herein.
SMRH:4918-0750-5677.9 44
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Grantor and Grantee agree as follows:
AGREEMENTS
1. Grant of Easement . Grantor hereby grants to Grantee the following perpetual, non-exclusive easement (“Easement”) on, over, under, and across the Grantor Property in the area described on Exhibit C-1 and depicted on Exhibit C-2, both attached hereto and incorporated herein (the “Easement Area”):
(a) Facilities Easement . Grantee shall have a non -exclusive easement for constructing, erecting, installing, use, replacing, relocating, reconstructing, removing from time - to-time, monitoring, improving, maintaining, repairing, and operating, as applicable, including such any s uch rights of access and temporary use for construction, maintenance and related staging, (i) underground electrical distribution and transmission facilities, including without limitation all appropriate surface facilities, appliances and fixtures for use in connection with said facilities; and (ii) other underground utilities to serve the Grantee Property, including without limitation all appropriate surface facilities, appliances and fixtures for use in connection with said facilities (the “Facilities Easement”).
(b) All improvements installed by Grantee pursuant to Section 2(a) shall be collectively referred to herein as the “Grantee Improvements”.
2. Revenue Payment; Exclusive Use of Revenue. In accordance with the Grantee’s appraisal, independently review by the City, Grantee shall remit (or cause to be remitted) fair market value (“FMV”) of $_______________, within ten (10) business days of the Effective Date of the Easement and completion of an appraisal establishing the FMV of the Easement. Grantor shall use revenues from the sale of the Easement exclusively for housing purposes in compliance with California Health and Safety Code section 34176.1.
3. No Interference . Grantee shall have the right to quietly and peaceably hold, possess, and enjoy the Easement in perpetuity. Without limiting the generality of the foregoing, Grantor shall not, nor affirmatively permit any other party to, unreasonably interfere with Grantee’s access to or use of the Easement Area, create any unsafe condition with respect to the Easement Area or the Grantee Improvements, or disrupt in any manner the use of the Grantee Improvements by Grantee. Nothing herein shall preclude G rantor from complying with its obligations relating to the use of the Grantor Property pursuant to California Health and Safety Code section 34176.1, provided that in the event performance of any such obligation(s) interferes with the Facilities Easement o r Grantee Improvements the Parties shall cooperate in good faith to amend this Agreement and Easement to accommodate continued use of the Grantee Improvements.
4. Assignment. Grantee shall have the right to assign or otherwise transfer all or any portion of Grantee’s rights and/or interest in the Easement and this Agreement, whether by
SMRH:4918-0750-5677.9 45
assignment, lease, sublease, sub-easement, license, or any other means or manner whatsoever to any other party (an “Assignee”) without the prior consent of Grantor.
5. Title to Grantee Improvements . Grantee (or any Assignee) shall at all times retain title to the Grantee Improvements and shall have the right to remove them (or to allow them to be removed by an authorized third party) from the Easement Area at any time. Grantor shall have no ownership, lien, security or other interest in or to any Grantee Improvements.
6. Right to Mortgage; Mortgagee Protection . Grantee (or any Assignee) shall have the right to mortgage, collaterally assign, or otherwise encumber and grant security interests in all or any part of its interest in this Agreement, the Easement Area, and/or the Grantee Improvements to any party pro viding financing in connection with the Grantee Improvements (a “Mortgagee”) without the prior consent of Grantor. Grantee shall give Grantor notice information as to any Mortgagee, and thereafter, Grantor shall deliver any notice required or permitted by this Agreement at the same time it delivers any such notice to Grantee. Each Mortgagee shall have the right, but not the obligation, to substitute itself for Grantee and perform the duties of Grantee hereunder. Upon request, Grantor shall, within twenty (20) days after written request by Grantee or any Mortgagee, execute and deliver to Grantee or any Mortgagee, a reasonable consent or agreement with such Mortgagee regarding such Mortgagee’s rights with respect to this Agreement.
7. Indemnity. To the fullest extent permitted by law, Grantee shall indemnify, defend, and hold harmless Grantor from any and all obligations, liability, liens, claims, demands, loss, damage, costs (including reasonable attorneys’ fees), or causes of action (collectively, “Claims”) suffered or sustained by reason of any injury or damage to any person or property caused by (a) the use of Grantee Improvements or the Easement Area by Grantee, or (b) the presence of the Grantee Improvements within the Easement Ar ea; provided, however, that Grantee’s indemnification obligations in this Section 6 shall not include any Claims to the extent caused by Grantor’s gross negligence or willful misconduct.
8. Miscellaneous.
(a) Recitals; Exhibits. The foregoing recitals and the Exhibits referred to in and attached to this Agreement are incorporated in and made a part of this Agreement.
(b) Authority. Grantor represents, warrants, and covenants to Grantee that Grantor is the owner of the Grantor Property, including but not limited to the Easement Area, and that Grantor has a right to enter into this Agreement and convey the Easement granted in this Agreement.
(c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon Grantor and Grantee and, to the extent provided in any assignment or other transfer under Section 4, any Assignee, and their respective transferees, successors and assigns, and all persons claiming under them, and shall be deemed covenants running with the land and
SMRH:4918-0750-5677.9 46
be binding upon the Grantor Property. References to Grantee in this Agreement shall be deemed to include Assignees that hold a direct or indirect ownership interest in the Easement or this Agreement.
(d) Recording of Agreement . Grantee shall cause the recordation of a duplicate original of this Agreement in the Official Records of the County of San Mateo, California promptly after execution of this Agreement. Grantor hereby consents to the recordation of the interest of an Assignee in the Easement or this Agreement.
(e) Notices. All notices or other communications required or permitted by this Agreement, shall be in writing and shall be deemed given (a) when delivered, if personally delivered to the recipient; (b) on the first business day following delivery to an overnight deli very service, provided delivery is confirmed by the delivery service; and (c) on the earlier of actual receipt or three (3) days following deposit in United States registered or certified mail, postage prepaid, and return receipt requested, addressed to the Parties as follows:
If to Grantor:
Housing Development
Finance Agency of the
City of Daly City
333 90th Street
Daly City, CA 94015
With Copy to:
[insert HDFA General Counsel]
If to Grantee:
Syufy Enterprises
150 Pelican Way
San Rafael, CA, 94901-5550
With Copy to:
Cormorant Energy Storage, LLC
c/o Arevon Energy
8800 N. Gainey Center Dr., Suite 100
Scottsdale, AZ 85258
Attn: Asset Management
Any Party may change its address for purposes of this paragraph by giving written notice of such change to the other Party in the manner provided in this Section.
(f) Entire Agreement . This Agreement, including all recitals and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes any prior or contemporaneous understandings, negotiations, representations, promises, and agreements, oral or written, by or between t he Parties, with respect to the subject matter of this Agreement.
SMRH:4918-0750-5677.9 47
(g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law.
(h) Headings; Severability. The section captions or headings in this Agreement are intended for convenience of reference only, and may not be used to limit, expand, or otherwise interpret any provision hereof. If it is found that any provision of this Agreement is invalid, void, or unenforceable, that finding will not affect any other provisions of this Agreement, which other provisions will be severable from any invalid, void, or unenforceable provision.
(i) Counterparts. This Agreement, and any amendment hereto, may be executed in any number of counterparts and by each Party on separate counterparts with the same effect as if all signatory parties had signed the same document, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same instrument. For recording purposes, separate signature and acknowledgement pages signed and acknowledged by the Parties may be affixed to a single c ounterpart hereof, and such counterpart and such signature and acknowledgement pages will be deemed a true and correct record hereof when recorded in the Records Office.
(Signature Pages Follow)
(Signature Page to Agreement for Grant of Easement)
IN WITNESS WHEREOF, Grantor has executed and delivered this Agreement as of the Effective Date.
GRANTOR:
Housing Development Finance Agency of the
City of Daly City, as the Housing Successor to the
former Daly City Redevelopment Agency
By:
Name:
Title:
____________________________________
ACKNOWLEDGMENT
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 _____________________ )
County of _____________________ )
On ____________________, before me, ____________________________, Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of ______________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Signature Page to Agreement for Grant of Easement)
IN WITNESS WHEREOF, Grantee has executed and delivered this Agreement as of the Effective Date.
GRANTEE:
Syufy Enterprises, a California limited partnership
By:
Name:
Title: Authorized Signatory
ACKNOWLEDGMENT
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 _____________________ )
County of _____________________ )
On ____________________, before me, ____________________________, Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of ______________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
Exhibit A
Legal Description of Grantor Property
[To be added]
Exhibit B
Legal Description of Grantee Property
ALL THAT CERTAIN REAL PROPERTY IN THE CITY OF DALY CITY, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT WHICH IS DISTANT 260 FEET AT A RIGHT ANGLE EASTERLY FROM THE SOUTHEASTERLY LINE OF CARTER STREET, AND 1,275 FEET AT A RIGHT
ANGLE SOUTHWESTERLY FROM THE SOUTHWESTERLY LINE OF GENEVA AVENUE
FORMERLY (WALBRIDGE STREET), RUNNING THENCE SO UTHEASTERLY AND PARALLEL WITH THE SAID LINE OF GENEVA AVENUE 720 FEET, THENCE AT A RIGHT ANGLE NORTHEASTERLY AND PARALLEL WITH SAID LINE OF CARTER STREET 675 FEET; THENCE AT A RIGHT ANGLE NORTHWESTERLY AND PARALLEL WITH SAID LINE OF GENEVA AVENUE 720 FEET AND THENCE AT A RIGHT ANGLE SOUTHWESTERLY AND PARALLEL WITH SAID LINE OF CARTER STREET 675 FEET TO THE POINT OF BEGINNING.
Exhibit C-1
Legal Description of Easement Area
[To be added]
Exhibit C-2
Depiction of Easement Area
(See Attached)