Taylor Farms Easements — Gonzales City Council, October 21, 2024

TAYLOR FARMS
Grant of Easement - Sanitary Sewer Easement
Grant of Easement - Public Utilities Easement
Grant of Temporary Easement
• Right-Of-Entry
Appraisal Report - Taylor Farms
• Memorandum of Understanding - Taylor Farms

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF GONZALES
Public Works Department
PO BOX 647
Gonzales, CA 93926
No Recording fee - Government Code 8 27383 Space above this line for Recorder's use

GRANT OF EASEMENT
THIS GRANT OF EASEMENT (this "Easement Agreement") is made as of. → 2024, by Taylor Fresh Foods, Inc, a Delaware corporation ("Grantor"), for the benefit of the City of Gonzales, an incorporated City ("Grantee"), with reference to the following recitals:

RECITALS
Grantor owns that certain real property commonly referred to as APN 223-081-015, in the County of Monterey, State of California.

Grantee has requested a permanent easement to operate, maintain, repair, enlarge, replace, and if elected by Grantee, abandon sanitary sewer/water lines, manholes, handholes, and appurtenances within (the "Easement Purpose") a portion of the Property more particularly described on Exhibit A attached hereto (the "Easement Area"), and depicted on the site plan attached hereto as Exhibit B
NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows:

Easement. Grantor hereby grants to Grantee a permanent non-exclusive easement to the Easement Area for the Easement Purpose; and for the further purpose of ingress, egress and passage across with all the necessary materials, tools, supplies, and other equipment related to the Easement Purpose, together with a right of way upon, over, under, through and across the Property to access the Easement Area (the "Easement"). Grantor agrees for itself, its successors and assigns, not to erect, place or maintain, nor to permit the erection, placement or maintenance of any building, planter boxes, earth fill or other structures over the hereinafter described Easement Area.

2. Compensation. Grantor acknowledges receipt of compensation from Grantee for the Easement in accordance with the value of the property per the Appraisal Report dated August 16, 2024. As additional consideration for the Grant of Easement, Grantor and Grantee have executed a Memorandum of Understanding of even date herewith.

Maintenance. Grantor hereby grants to Grantee a perpetual non-exclusive easement for maintenance and repair purposes over the Easement Area and such portions of the Property as are reasonably necessary for such maintenance and repair. Grantee shall be responsible for all costs associated with the Grantee's use of the Easement.

No Gift or Dedication. Nothing contained in this Easement Agreement shall be deemed to be a gift or dedication of any portion of the Property to or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Easement and rights granted in this Easement Agreement shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties and their respective tenants, invitees and licensees.

5. Mortgagee Protection. No breach or violation of this Easement Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Property, but all of the provisions of this Easement Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Property or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise.

Notice of Material Issue. Grantor shall promptly notify Grantee in writing of any material issue or fact that may affect the Easement.

Governing Law. This Easement Agreement shall be governed by and construed in accordance with the laws of the State of California.

Successors and Assigns: Covenants Running with the Land. This Easement Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the provisions of this Easement Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code.

9. Severability. If any provision of this Easement Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions.

Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, the "Grantor Parties") harmless from and against any s, expenses, liens, lines, penalties, liabilities
and mll ts and damains resentingdirect from enant, is exercises amalies, abilities Grantee under this Easement Agreement, provided that Grantee shall not be required to indemnify or hold any Grantor Party harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising solely from the Willful or negligent acts or omissions of a Grantor Party. ii. Grantor shall indemnify, defend and hold Grantee, and its officers, affiliates, contractors, employees and agents (collectively, "Grantee Parties") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantor's exercise of any rights retained by Grantor under this Easement Agreement or arising solely from the willful ornegligent acts or omissions of a Grantor Party, provided that Grantor shall not be required to indemnity or hold Grantee harmless from and against any loss, claim, demand, costs, expense, lien, fine, penalty, liability, judgment or damages arising from the will ful or negligent acts or omissions of a Grantee Party.

Counterparts. This Easement Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Easement Agreement attached thereto.

Cost of Enforcement. If any legal or equitable action or proceeding is instituted by one party against the other to enforce or interpret any provision of this Grant, the party prevailing in such action shall be entitled to recover from the losing party all of its costs of suit, including, but not limited to, reasonable attorneys' fees awarded by the court. [Signatures appear on the following pages]
3 IN WITNESS WHEREOF, this agreement is hereby executed on the day and year first above- written.

Grantor: Taylor Fresh Food, Inc., a Delaware corporation By:

Name:

Title:

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
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.
(Seal)
4 IN WITNESS WHEREOF, this agreement is hereby executed on the day and year first above- written.

Grantee: City of Gonzales
By:

Name: Carmen Gill
Title: City Manager
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
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 abscribed to the within instrument and acknowledged to me that he/she/they executed the sam 1 his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrumen 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.
(Seal)
5 EXHIBIT A
Legal Description of the Easement Area
A-1
Grant Deed of
Easement #3 - Sanitary Sewer Easement
APN 223-81-015
Taylor Fresh Foods, Inc. to City of Gonzales

LEGAL DESCRIPTION
Situate within the Rancho Rincon de la Punta del Monte, City of Gonzales, Monterey County, State of California, being a portion of Lot 4 of Tract No. 1455, Vista de Santa Lucia, Gonzales Agricultural Business Park, as said Lot is shown on the map recorded in Volume 23 of Cities and Towns at Page 19, Official Records of said County, being particularly described as follows:

A strip of land 15 feet in width, lying 7.5 feet on either side of the following described centerline:

COMMENCING at the northwesterly corner of said Lot 4; thence along the northerly line of said Lot 4, North 52° 27' 02" East, 31.12 feet to the POINT OF BEGINNING; thence departing said northerly line, crossing said Lot 4
1) South 38° 28'11" East, 103.34 feet; thence
2) South 39° 00' 04" East, 269.33 feet to a point on a New 15 foot wide Public Utility Easement and the end of said strip.

Containing an area of 5,590 square feet, more or less.

This legal description was prepared by:
a Korach MALA. KON
Lynn A. Kovach *
P.L.S. 5321 * *
STATE OF <.S. CALIFORNIA
Dated: September 19, 2024
A-2

EXHIBIT B
Site Plan of Easement Area
B-1

EXHIBIT VICINITY MAP
Not to scale APN 223-061-023 Doc. #2002052187
OF EASEMENT #3
SANITARY SEWER EASEMENT SITUATE WITHIN V.23 CITIES&TOWNS P.19 THE RANCHO RINCON DE LA PUENTE DEL MONTE Lot 5 Lot 4 Lot 3 Lot 2 Lot 1 Mann APN 020-021-050 BEING A PORTION OF LOT 4, TRACT 1455, Easement #3 Location VOLUME 23 CITIES & TOWNS PAGE 19, LANDS OF
TAYLOR AS DESCRIBED IN DOCUMENT #2018002290
Katherine Street (A City Road 60' Wide)

OFFICIAL RECORDS OF MONTEREY COUNTY APN
223-081-016

GONZALES, CALIFORNIA

APN- APN APN APN
223-081-015 223-081-014 223-081-013 223-081-012
LEGEND

PROPERTY LINE POC POB
SANITARY SEWER EASEMENT Doc. #2018002279
Taylor Fresh Foods inc.

LIMITS OF NEW SANITARY Existing 20' wide
SEWER EASEMENT SS Easement per
EXISTING SANITARY SEWER Doc. #2001025055 New TCE

EASEMENT

PUBLIC UTILITIES EASEMENT

NEW TEMPORARY

CONSTRUCTION EASEMENT
CENTERLINE OF NEW SS APN 223-081-015 APN 223-081-014
Doc. #2018002290
Lot 4 Lot 3
# COURSE # IN LEGAL DESCRIPTION APN 223-081-016 23-C&T-19 23-C&T-19

TCE TEMPORARY CONSTRUCTION EASEMENT
Lot 5
SANITARY SEWER EASEMENT 23-C&T-19

POB POINT OF BEGINNING
New 15' 10' wide Existing PUE Per 23-C&T-19
POC POINT OF COMMENCEMENT wide SS New 15' wide PUE
PREPARED BY:

POLARIS LAND SURVEYING

CARMEL VALLEY, CA
831-659-9564
SCALE: 1" = 90' VIEW: TAYLOR SS
DATE: 08-05-024 JOB#20-129.02
FILE NAME: IWTF SS PLATS.DWG

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF GONZALES
Public Works Department
PO BOX 647
Gonzales, CA 93926
No Recording fee - Government Code § 27383 Space above this line for Recorder's use

GRANT OF EASEMENT
THIS GRANT OF EASEMENT (this "Easement Agreement") is made as of 2024, by Taylor Fresh Foods, Inc, a Delaware corporation ("Grantor"), for the benefit of the City of Gonzales, an incorporated City ("Grantee"), with reference to the following recitals:

RECITALS
A. Grantor owns that certain real property commonly referred to as APN 223-081-015, in the County of Monterey, State of California.

B. Grantee has requested a permanent easement to operate, maintain, repair, enlarge, replace, and if elected by Grantee, abandon sanitary sewer/water lines, manholes, handholes, and appurtenances within (the "Easement Purpose") a portion of the Property more particularly described on Exhibit A attached hereto (the "Easement Area"), and depicted on the site plan attached hereto as Exhibit B
NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows:

Compensation. Grantor acknowledges receipt of compensation from Grantee for the Easement in accordance with the value of the property per the Appraisal Report dated August 16, 2024. As additional consideration for the Grant of Easement, Grantor and Grantee have executed a Memorandum of Understanding of even date herewith.

3. Maintenance. Grantor hereby grants to Grantee a perpetual non-exclusive easement for maintenance and repair purposes over the Easement Area and such portions of the Property as are reasonably necessary for such maintenance and repair. Grantee shall be responsible for all costs associated with the Grantee's use of the Easement.

6. Notice of Material Issue. Grantor shall promptly notify Grantee in writing of any material issue or fact that may affect the Easement.

Governing Law. This Easement Agreement shall be governed by and construed in accordance with the laws of the State of California.

8. Successors and Assigns; Covenants Running with the Land. This Easement Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the provisions of this Easement Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code.

10. Remedies. In the event of any breach or threatened breach of any provision of this Easement Agreement, the parties hereto may prosecute any proceedings at law or in equity to join such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Easement Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. 2 11. Indemnification.
(a) Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, the "Grantor Parties") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Easement Agreement, provided that Grantee shall not be required to indemnify or hold any Grantor Party harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising solely from the willful or negligent acts or omissions of a Grantor Party. (b) Grantor shall indemnify, defend and hold Grantee, and its officers, affiliates, contractors, employees and agents (collectively, "Grantee Parties") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from or Grantor's exercise of any rights retained by Grantor under this Easement Agreement or arising solely from the willful or negligent acts or omissions of a Grantor Party, provided that Grantor shall not be required to indemnity or hold Grantee harmless from and against any loss, claim, demand, costs, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or negligent acts or omissions of a Grantee Party.

12. Counterparts. This Easement Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Easement Agreement attached thereto.

Cost of Enforcement. If any legal or equitable action or proceeding is instituted by one party against the other to enforce or interpret any provision of this Grant, the party prevailing in such action shall be entitled to recover from the losing party all of its costs of suit, including, but not limited to, reasonable attorneys' fees awarded by the court. [Signatures appear on the following pages]
IN WITNESS WHEREOF, this agreement is hereby executed on the day and year first above- written.

Grantor: Taylor Fresh Food, Inc., a Delaware corporation By:

Name:

Title:

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 ubscribed to the within instrument and acknowledged to me that he/she/they executed the sam in his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrumen 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.
(Seal)
4 •
IN WITNESS WHEREOF, this agreement is hereby executed on the day and year first above-written.

Grantee: _City of Gonzales
By:

Name: Carmen Gil
Title: City Manager
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

COUNTY OF )
personally appeared
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.
(Seal)
Notary Public

EXHIBIT A
Legal Description of the Easement Area
A-1
Grant Deed of
Easement #1 - Public Utility Easement
APN 223-81-014 and 223-081-015
Taylor Fresh Foods, Inc. to City of Gonzales

LEGAL DESCRIPTION
Situate within the Rancho Rincon de la Punta del Monte, City of Gonzales, Monterey County, State of California, being a portion of Lots 3 and 4 of Tract No. 1455, Vista de Santa Lucia, Gonzales Agricultural Business Park, as said lots are shown on the map recorded in Volume 23 of Cities and Towns at Page 19, Official Records of said County, being particularly described as follows:

A strip of land 15 feet wide lying northwesterly of and contiguous to an existing 10 foot wide Public Utility Easement (P.U.E.) as shown on said map recorded in Volume 23 of Cities and Towns at Page 19, of Official Records of said County.

Containing an area of 6,810 square feet, more or less.

This legal description was prepared by:

PROFESSIONAL VAND SURVEYOR
yu - a towach
P.L.S. 5321 * *
Lynn A. Kovach 550

VATE OF CALIFORNIA
Dated: July 30, 2024
A-2

EXHIBIT B
Site Plan of Easement Area
B-1

EXHIBIT VICINITY MAP
Not to scale
OF EASEMENT #1
NEW PUBLIC UTILITIES EASEMENT SITUATE WITHIN THE APN 223-061-023 Doc. #2002052187 RANCHO RINCON DE LA PUENTE DEL MONTE, BEING A Mann
V.23 CITIES&TOWNS P. 19 APN 020-021-050
PORTION OF LOTS 3 & 4, TRACT 1455 AS SHOWN ON
VOLUME 23 CITIES & TOWNS PAGE 19, LANDS OF TAYLOR Lot 5 Lot 4 Lot 3 Lot 2 Lot l AS DESCRIBED IN DOCUMENT #2018002279, Easement #1 Location

OFFICIAL RECORDS OF MONTEREY COUNTY
GONZALES, CALIFORNIA Katherine Street
APN (A City Road 60' Wide)
223-081-016

LEGEND APN/ APN / APN APN
223-081-015 223-081-014 223-081-013 223-081-012

PROPERTY LINE

NEW TEMPORARY

CONSTRUCTION EASEMENT

EXISTING SANITARY SEWER

EASEMENT
PUBLIC UTILITIES EASEMENT New TCE Doc. #2018002279
Doc. #2018002290
PROPOSED NEW PUBLIC APN 223-081-016
UTILITIES EASEMENT Taylor Fresh Foods Inc.

Lot 5 APN 223-081-015 APN 223-081-014
PUE PUBLIC UTILITIES EASEMENT 23-C&T-19
Lot 4 Lot 3
TCE TEMPORARY CONSTRUCTION 23-C&T-19 23-C&T-19
EASEMENT Existing 20' wide
SANITARY SEWER EASEMENT SS Easement per
Doc. #2001025055 New 15' Easement #1
wide SS New 15' wide PUE
PREPARED BY:

GRANT OF TEMPORARY EASEMENT
THIS GRANT OF TEMPORARY EASEMENT (this "Temporary
Doore rada, for the benofit of the lily or lore and or rad are (Grantee"), with reference to the following recitals:

RECITALS
AP 223-08 02 MI PN 23 in oil roper connorly need at of A Nio Grantee has requested a temporary easement to perform the activity, more particularly described in Exhibit A (the "Improvements"), attached hereto and incorporated herein by reference.

C. Grantee has requested temporary access to a portion of the Property more particularly described on Exhibit B attached hereto (the "Temporary Easement Area"), and depicted on the site plan attached hereto as Exhibit C.

NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows:

1. Easement. • Grantor hereby grants to Grantee a temporary easement to the Temporary Easement Area for the Improvements; and for the further purpose of ingress, egress and passage across with all the necessary materials, tools, supplies, and other equipment related to the Improvements, together with a right of way upon, over, under, through and across the Property to access the Temporary Easement Area (the "Easement").

Term. The term of this Temporary Easement shall commence when performance of the Improvements begins, no earlier than November 1, 2024, and shall automatically terminate upon completion of the Improvements or no later than May 1, 2025. Grantee shall provide Grantor at least twenty-four (24) hours' notice prior to performance of any Improvements. Grantor shall grant no rights inconsistent with the reasonable exercise by Grantee of its rights under this Temporary Easement.

3. Cost. The Grantee shall be responsible for all costs and expenses associated with performance of the Improvements, except for those cost or expenses resulting from the sole negligence or willful misconduct of the Grantor. See Exhibit A for other exceptions, if any.

Compensation. The Grantee shall compensate the Grantor for the use of the Temporary Easement in accordance with the Appraisal Report, updated August 16, 2024. Value of the Temporary Easement was predicated on an appropriate land rent for the Temporary Easement area and duration. Total compensation for the Temporary Easement is $9,235.00, nine thousand, two hundred and thirty-five dollars and zero cents.

5. Performance of the Improvements. Time is of the essence with respect to the performance of the Improvements, and to the extent reasonably feasible, the Grantor shall diligently pursue completion of the Improvements.

6. Safety. Grantee shall erect and maintain on the Property, as necessary, reasonable safeguards for safety and protection, including reasonable barriers or posting of danger signs and other warnings against hazards, promulgating safety regulations, and notifying owners and users of adjacent sites and utilities.

7. Revocable Licenses and Termination. This Temporary Easement shall be revocable by the Grantor only if the Grantee fails to comply with any provision herein. Revocation may not occur until Grantor has provided the Grantee with written notice of the alleged breach and at least ten (10) days to cure. During said 10-day period to cure, the Parties shall meet and confer regarding the alleged breach and potential cure. Notice to the Grantee of any alleged breach shall be sent to Patrick Dobbins, Public Works Director, 147 4th Street, Gonzales, CA. In the event this Temporary Easement is revoked, the Public Utilities Easement and Sanitary Sewer Easement of even date herewith shall also terminate.

Restoration of the Property. As part of the Improvements to the Property, Grantee shall, at its own cost and expense, restore the Property to a substantially similar condition in which it was prior to Grantee's performance of the Improvements. In the event that Grantor terminates this Temporary Easement for any reason other than a Grantee default and at any time after performance of the Improvements has commenced, but prior to the completion of such Improvements, the Grantee shall not be obligated to restore the Property as described herein.

9. Continuing Liability. Exceptasotherwise set forth in this Temporary Easement, no termination of this Temporary Easement shall release the parties from any liability or obligation hereunder resulting from any acts. omissions or events happening prior to the termination of this Temporary Easement and restoration of the Property.

Counterparts. This Temporary Easement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Temporary Easement on the date first written above.

CITY OF GONZALES OWNER: Taylor Fresh Foods, Inc.

By: By:

Carmen Gill, City Manager
2 EXHIBIT A
Description of Work
The scope of work is as follows:

1. Installation, testing and commissioning of new 12-inch/24-inch PVC below grade gravity sewer pipelines, manholes, and appurtenances to support the City's upcoming Industrial Wastewater Treatment Program.

Not included:

1. Not Applicable
A-1

EXHIBIT B
Legal Description of the Easement Area
B-1
Grant Deed of
Easement #2 - Temporary Construction Easement
APN 223-81-014, 223-081-015 and 223-81-016
Taylor Fresh Foods, Inc. to City of Gonzales

COMMENCING at the northerly corner said Lot 4; thence along the northerly line of said Lot 4, North 52° 27' 02" East, 6.12 feet to the POINT OF BEGINNING; thence continuing along said northerly line 1) North 52° 27' 02" East (shown as S 50°57'21" W on said map), 50.01 feet; thence departing said northerly line crossing said Lots 3 and 4
2) South 38° 28'11" East, 102.83 feet; thence
3) South 39° 00' 04" East, 254.47 feet; thence
4) North 51° 18' 56" East, 400.56 feet; thence
5) South 42° 48'28" East, 16.46 feet; thence
6) South 51° 31'15" West, 451.66 feet; thence
7) North 39° 00' 04" West, 269.22 feet; thence
8) North 38° 28'11" West, 103.86 feet to the POINT OF BEGINNING.

Containing an area of 0.57 acres, more or less.

This legal description was prepared by:

Lyn a Kowach
* *
Lynn A. Kovach P.L.S. 5321
STATE OF <.S

CALIFORNIA
Dated: August 5, 2024
B-2

EXHIBIT C
Site Plan of Easement Area
C-1

EXHIBIT VICINITY MAP
Not to scale APN 223-061-023 Doc. #2002052187
OF EASEMENT #2
TEMPORARY CONSTRUCTION EASEMENT SITUATE WITHIN V.23 CITIES&TOWNS P.19 THE RANCHO RINCON DE LA PUENTE DEL MONTE, Lot 5 Lot 4 Lot 3 Lot2 Lot 1 BEING A PORTION OF LOTS 3 & 4, TRACT 1455, Easement #2 Location VOLUME 23 CITIES & TOWNS PAGE 19, LANDS OF TAYLOR
AS DESCRIBED IN DOCUMENT #2018002279,
Katherine Street (A City Road 60' Wide)

OFFICIAL RECORDS OF MONTEREY COUNTY

GONZALES, CALIFORNIA APN-
223-081-016 APN/ APN APN APN
223-081-015 223-081-014 223-081-013 223-081-012
LEGEND
POC

PROPERTY LINE POB
NEW TEMPORARY Doc. #2018002279
CONSTRUCTION EASEMENT Taylor Fresh Foods inc.

LIMITS OF NEW TEMPORARY C-2
CONSTRUCTION EASEMENT Existing 20' wide
SS Easement per APN 223-081-015 APN 223-081-014

EXISTING SANITARY SEWER
EASEMENT Doc. #2001025055 Lot 4
Lot 3
23-C&T-19 23-C&T-19

PUBLIC UTILITIES EASEMENT
COURSE # IN LEGAL DESCRIPTION APN 223-081-016
Lot 5 New 15'
TCE TEMPORARY CONSTRUCTION EASEMENT 23-C&T-19 wide SS

SANITARY SEWER EASEMENT
POB POINT OF BEGINNING Doc. #2018002290
10' wide Existing PUE Per 23-C&T-19 New 15' wide PUE
POC POINT OF COMMENCEMENT Easement #2
New TCE
PREPARED BY:

POLARIS LAND SURVEYING

CARMEL VALLEY, CA
831-659-9564

KATHERINE STREET
SCALE: 1" = 100' VIEW: TAYLOR TCE (A CITY ROAD 60' WIDE) DATE: 08-05-2024 JOB #20-129.02
FILE NAME: IWTF SS PLATS.DWG

RIGHT OF ENTRY

AGREEMENT
This Right of Entry Agreement ("RIGHT OF ENTRY") is entered in this. day of , 2024, by and between Taylor Fresh Foods, Inc., a Delaware corporation (the "OWNER") and the City of Gonzales ("CITY", "OWNER and CITY are collectively referred to as "Parties").

RECITALS
WHEREAS, the OWNER is the owner in fee or a duly authorized agent (Rental or Property Manager) of that certain real property commonly referred to as APN No. 223-081-039.

Address: 100 Puente Del Monte Ave, Gonzales, CA, (the "Property").

WHEREAS, CITY desires to obtain the OWNER's permission to enter onto the Property, on a temporary basis, to perform the activity, more particularly described in Exhibit "A" (the "IMPROVEMENTS"), attached hereto and incorporated herein by reference.

C. WHEREAS, the Parties wish to enter into this RIGHT OF ENTRY whereby the OWNER will allow CITY to enter the Property, on a temporary basis, for the purpose of performing the IMPROVEMENTS.

NOW, THEREFORE, the OWNER and CITY do hereby agree as follows:

AGREEMENT
RIGHT OF ENTRY. In consideration of the City's performance of the IMPROVEMENTS, the OWNER hereby grants to CITY and its agents, employees, contractors nd subcontractors the temporary right to enter onto the Property for the purpose of performin le IMPROVEMENTS and to take any other reasonable actions necessary for performance c the IMPROVEMENTS.

Term. The term of this RIGHT OF ENTRY shall commence when performance of the IMPROVEMENTS begins, and shall automatically terminate upon completion of the IMPROVEMENTS. CITY shall provide OWNER at least twenty-four (24) hours' advance written notice prior to performance of any IMPROVEMENTS. OWNER shall grant no rights inconsistent with teminate in levei ly Cris to comples he improvements on or eror. Tuis Bi, 20 of Entry shall

3. Cost. The CITY shall be responsible for all costs and expenses associated with performance of the IMPROVEMENTS, except for those cost or expenses resulting from the negligence or willful misconduct of the OWNER. See Exhibit A for other exceptions, if any.

4. Performance of the IMPROVEMENTS. Time is of the essence with respect to the performance of the IMPROVEMENTS, the CITY shall diligently pursue completion of the IMPROVEMENTS.
safety and protection, inciding reasonable barriers or posting of danger signs and other warnings Safety. CITY shall erect and maintain on the Property, reasonable safeguards for 1 against hazards, promulgating safety regulations, and notifying owners and users of adjacent sites and utilities.

6. Liens. CITY shall not permit to be placed against the Property, or any part thereof, any design professionals', mechanics', materialmens', ', contractors', or subcontractors' liens with regard to performance of the IMPROVEMENTS. The CITY agrees to hold the OWNER harmless for any loss or expense, including reasonable attorneys' fees and costs, arising from any such liens which might be filed against the Property.

7. Indemnification. The CITY shall indemnify, defend, and hold OWNER harmless from and against any and all costs, claims, damages or liabilities, including without limitation property damage and personal injury, arising out of or relating to the CITY's entry onto the Property and work performed under this RIGHT OF ENTRY, except where caused by the joint or several negligence or willful misconduct of the OWNER or OWNER's agents, representatives, and/or invitees.

8. Compliance with Laws/Permits. CITY shall, in performance of the IMPROVEMENTS undertaken pursuant to this RIGHT OF ENTRY, comply and cause its contractors, agents and employees to comply with all federal, state and local laws, statutes, orders, ordinances, rules, regulations, plans, policies and decrees. Without limiting the generality of the foregoing, CITY, at its sole cost and expense, shall obtain any and all permits and approvals which may be required by any law, regulation or ordinance for the IMPROVEMENTS CITY desires to conduct or have conducted pursuant to this RIGHT OF ENTRY.

9. Inspection. Prior to commencement of the IMPROVEMENTS, the CITY and its representatives, including employees, agents, contractors, subcontractors and independent contractors, may enter and inspect the Property or any portion thereof or any IMPROVEMENTS thereon at any time and from time to time at reasonable times as is necessary for the performance of the IMPROVEMENTS, subject to the terms and conditions of this RIGHT OF ENTRY, and provided that 24 hour advance written notice is given to OWNER.

10. No Real Property Interest. It is expressly understood that this RIGHT OF ENTRY does not in any way whatsoever grant or convey any permanent easement, lease, fee or other interest in the Property to CITY. This RIGHT OF ENTRY is not exclusive and the OWNER specifically reserves the right to grant other rights of entry within the vicinity of the Property to the extent such entry to not frustrate the purpose of this RIGHT OF ENTRY or otherwise limit CITY's ability to perform the IMPROVEMENTS.

11. No Waiver. It is understood and agreed by the CITY and OWNER that performance of the IMPROVEMENTS is a one-time circumstance; does not create an ongoing maintenance obligation or any other obligation upon the CITY; and does alter or waive the City Municipal Code or any other applicable state or local laws, rules or regulations with respect to ownership, maintenance, or repair ofthe water distribution system.

12. Attorneys' Fees. In the event of a dispute between the parties with respect to the terms or conditions of this RIGHT OF ENTRY, the prevailing party shall be entitled to collect from the other its reasonable attorneys' fees as established by the judge or arbitrator presiding over such dispute.

13. Revocable Licenses and Termination. Subject to Section 2, above, this RIGHT OF ENTRY shall be revocable by the OWNER only if the CITY fails to comply with any provision herein. Revocation may not occur until OWNER has provided the CITY with written notice of the alleged breach and at least ten (10) days to cure. During said 10-day period to cure, the parties hereto shall meet and confer 2 regarding the alleged breach and potential cure. Notice to the CITY of any alleged breach shall be sent to Patrick Dobbins, Public Works Director, 147 4th Street, Gonzales, CA. lin the event this Temporary Easement is revoked, the Public Utilities Easement and Sanitary Sewer Easement of even date herewith shall also terminate. 14. Restoration of the Property. As part of the IMPROVEMENTS to the Property, CITY shall, at its own cost and expense, restore the Property to a substantially similar condition in which it was prior to CITY's performance of the IMPROVEMENTS; in the event that OWNER terminates this RIGHT OF ENTRY for any reason other than a CITY default and at any time after performance of the IMPROVEMENTS has commenced, but prior to the completion of such IMPROVEMENTS, the CITY shall not be obligated to restore the Property as described herein.

Continuing Liability. Except as otherwise set forth in this RIGHT OF ENTRY, no termination of this RIGHT OF ENTRY shall release the parties from any liability or obligation hereunder resulting from any acts, omissions or events happening prior the termination of this RIGHT OF ENTRY and restoration of the Property.

Counterparts. This RIGHT OF ENTRY may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this RIGHT OF ENTRY on the date first written above.

CITY OF GONZALES OWNER (or Agent)
By:_ By:

Carmen Gil, City Manager Its:

EXHIBIT "A"

DESCRIPTION OF WORK
The scope of work is as follows:

1. Access private property to construct 12-inch sewer lateral and diversion manhole in accordance with the drawings attached herein.

2. Work to be done by licensed, insured contractors as part of the City project to install the Industrial Wastewater Conveyance Pipeline to the future Industrial Wastewater Treatment Facility.

3. Condition Will be documented and preserved or repaired if damaged by contractor.

7. Some restoration of disturbed areas that may include restoration of hardscape, landscape irrigation system, etc. as needed. This is not a guarantee of full satisfaction of the property owner in all details of the restoration, but in a reasonable attempt to restore the location to safe and functional use.

5. Tie-ins will be conducted on Sunday.

Not included:

6. Any work beyond the scope of work as described.
4 122.12 LF 4" HDPE. MOTEST 163.16 LF 12" PVC SEWER: HQ EMERAL TO BE CONSTRUCTION NOTES:

EX-GRADE • LATERAL A SEVER NSTALLED AT A 1 FURNISH AND INSTALL NEW MANHOLE AT GRADE PER INHUM SLOPE OF DTL 1, DWG D-!
RECONNEGTED AFTER .24% 2 FURNISH AND INSTALL NEW BURIED MANHOLE PER DTL 40 140 2, DWG D-S

THE INDUSTRIAL
® NETAILED AROUND MAT LUDE POSTS SHALL BE

TREATMENT FACUTY
* PER DEL 3, ONE DAL NEW DROP MANSIOLE AT GRADE.

EX GRADE * COL 5, ONCE A LATERAL TO MANHOLE AL$ PER
10) FURNISH AND INSTALL 12" DIA PVC (SDR-26) PIPE
1 FURNISH AND INSTALL 4" DIA DIPS DR 11 HOPE PIPE
20-
12 FURNISH AND INSTALL 4ª HOPE BUTT FUSION CAP
* HONORATOR AND OR BENCHMARKS DISTURBED OR

BENE HURVE TO PRACTICE
43-
0+00 1+00 2÷00 3+00 0+00
2+00 3+00 4+00

PROFILE PROFILE
SCALE: 1°-40' 1 INSTALL SEWER CLEANOUT PER DTL 1, DWO D-2.

SCALE 1 VERT

UNDERGROUND
ELECTRIC SEE 34° PAC SEVER
GENERAL NOTES:

NEW 2E PETE E-121 1. THE CONTRACTOR SHALL POTHOLE AND FIELD VERIFY

LOCATIONS OF ALL UTILITY CROSSINGS PRIOR TO THE

2. CONTRACTOR TO PROTECT ALL UTIUTIES IN PLACE
NEW 1° pyg (CH) UNLESS NOTED OTHERWISE.

E 20257.03 3. LOCATION OF EXISTING SEWER LATERALS SHOWN ARE NEW NH 47, 0 CONTRACTOR SHALL FIELD VERIFY
LOCATION OF LATERALS PRIOR TO CONSTRUCTION.
0420-70 ... 4. UNLESS OTHERWSE SPECIFIED, BACKFILL, AND TRENCH KATHERINE ST REPAIR OPERATIONS SHALL BE PER DETALS 7 & B ON DWG D-1.

5. EXISTING 12° VOP SEWER MAIN AND MANHOLES

SHALL BE REMOVED AND DISPOSED OF IF MTHIN

TRENCH SECTION PER ALL LOCAL, STATE, AND

FEDERAL RECULATIONS OR ABANDONED CAPPED

ITH MANUFACTURED CAP COMPATIBLE WITH DISTING
NEW ML ABC MATERIAL IF OUTSIDE OF TRENCH SECTION.

F: 284992199 • UNIS 12 SEVER MAN SHALL BE ABAND PRE
DTL 4, DNG D-2. EXISTING 24/21" SEWER MAIN
"CAUTION"| AND MANHOLES SHALL BE PROTECTED IN PLACE
UNDEFGROUND GAS WHILE PERFORMING WORK.
%. PIPELINE LENGTH IS SHOWN ON PLANS FROM CENTER

OF MANHOLE
- SEE SHEET NOTE !
SURVEY. THE CONTRACTOR SHALL FIELD ADJUST RIN
TO MATCH EXISTING FINISH GRADE.

9. COORDINATION WITH PACIFIC GAS & ELECTRIC IS
BRAGA FRESH REQUIRED FOR PROTECTION OF OVERHEAD POWER.

TAYLOR FARMS
LINE "A" LATERAL CONNECTION LINE "B" LATERAL CONNECTION OORDINATION REQUIRED SCALE: 1-40 SCALE: 1=40 2 MATS AT A DEGRAPHIC SCALE
C-12 THAT JOINTS ARE A MINIMUM OF
REVISIONS 10' EITHER SIDE OF CROSSING. SCALE: 1 = 40'
INDERGROUND SERVICE ALERT DESIGNED: OBR APPROVED BY:

Jов NO.

CALL: TOLL FREE DUDEK INDUSTRIAL SEWER COLLECTION SYSTEM 1-800 P.E. NO. DRAING NO.
227-2600 CHECKED: KEP PROJECT ENGINEER P.E. NO. D-3
DATE: 5/24/24 DISCPLINE ENCINEER P.E. NO. DETAILS SHEET NO. 18 g 20

PVC FLANGE ADAPTOR
HARCO SENEST ENERAL NOTES:

ATTINGS OR EQUAL) IE: 121.50 •
BEGINNING OF CONSTRUCTION.

3. LOCATION OF ESTING SEWER LATERALS SHOWN ARE
APPROXIMATE. CONTRACTOR SHALL FIELD VERIFY
LOCATION OF LATERALS PRIOR TO CONSTRUCTION.

PAC SEWER * NEPAL TO CRAPA SURVEY ARE CONTRACTOR SHALL

EX PIPE - -LES 12115 PIC SEWER FELD ADJUST RIM TO MATCH EXISTING FINISH GRADE. (FERNCO MODEL NO 1056 OR EQ)
- NEW MANHOLE 820 DWC D-1.

HOTES:

1. CONTRACTOR SHALL UTTLIZE FLOW-THROUGH PLUGS TO

MAINTAIN CONVEYANCE OF SEWER FLOWS DURING

PVC FLANGE ADAPTOR INSTALLATION OF LATERAL COORDNATION IS REQUIRED

HARCO SPECIFIED FOR BYPASS/SHUTDOWN OF LATERAL

FITTINGS OR EQUAL)
2 COSTA SOME A PON ONE ON PROTO
CONSTRUCTION.

PVC SEWER 3. ALL GO ON PRIVATE PROPDVESSON MANHOLES TANES NEW DIVERSION MANHOLE #20 ASPHAL ON COMPAN I

NOT TO SPATE

PLANE PER THAN
INSTALL. EXTENS: DISTANCE IS

PVC SEWER

PVC FLANGE ADAPTOR THIS DWG
(HARCO SPECIFIED - PIPE PER PLANS

FITTINGS OR EQUAL)
2-4° REINFORCEMENT BAR
CONNECT PR DILT, 0NG 0-51 •IE: 125.27

PVC FLANGE ADAPTOR
DWC D-1
MOTES:

PVC SE VER *• TO OPERATING NU SHALL NOT BE ATTACHED /BOLTED

PVC SEWER
2 ORE TA 12) ASSIGN RINGS ARE USED

GATE WELL, STEM EXTENSION

AND VALVE CAN DETAIL
IE: 125.6* PVC BENER NOT TO SCALE 1 co
NEW MANHOLE 821
IE: 125.58'

CONNECT TO EX PIPE

WITH FLEXIBLE COUPLING
(FETENCO MODEL NO 1056 OR EQ)
NEW DIVERSION MANHOLE #21

NOT TO SCALE

REVISIONS APPROVED
UNDERGROUND SERVICE ALERT DESIGNED: OBR APPROVED BY:

CITY OF GONZALES
CALL: TOLL FREE DRAWN: DUDEK INDUSTRIAL SEWER COLLECTION SYSTEM P.E. NO. DRANG NO.
227-2600 CHECKED: KEP PROJECT ENGINEER P.E. NO. D-5
TO SORO AT ROTTE NEU DO cm. DETAILS SHEET NO.

DATE: 5/24/24 DISCIPLINE ENGINEER P.E. NO.
20 or 20
REVISED APPRAISAL OF:

CITY OF GONZALES/TAYLOR FRESH FOODS

PARTIAL TAKE - KATHERINE ST INDUSTRIAL LOTS

GONZALES, MONTEREY COUNTY
APNs (223-081-014, -015 & -016)
REQUESTED BY: Patrick Dobbins
Public Works Director
City of Gonzales
147 Fourth Street
Gonzales, CA 93926
APPRAISAL AS OF: May 8, 2024
APPRAISED BY: John W. Piini, MAI
Greg Piini, MAI
263 Lincoln Avenue
Salinas, CA 93901
PIINI
REALTY
August 16, 2024
Patrick Dobbins
Public Works Director
City of Gonzales
147 Fourth Street
Gonzales, CA 93926
Re: Appraisal Report - Taylor Fresh Foods
Katherine Street, Gonzales
Dear Mr. Dobbins:

Upon your authorization, we conducted the investigations and analyses necessary to form an opinion as to the market value of one permanent Public Utility Easement (PUE), one permanent Sanitary Sewer Easement (SSE), and one Temporary Construction Easement (TCE) on three undeveloped industrial lots located within the Gonzales Business Park and on the north side of Katherine Street, Gonzales, Monterey County, California. The lots are owned by Taylor Fresh Foods and are identified as Assessor's Parcel Numbers (APNs) 223-081-014, -015 and -016. The three lots have a combined area of 6.04t gross acres.

The PUE is a 15-foot-wide easement that encumbers 6,810t square feet. The SSE is a 15-foot-wide easement that encumbers 5,590t square feet that is situated near an existing 20-foot-wide SSE. The TCE is a 16.5-to-50-foot-wide temporary easement that adjoins the PUE and spans the proposed SSE. The TCE encumbers approximately 0.57t acres (24,829t square feet). These easements are being purchased by the City of Gonzales for an agricultural-industrial wastewater conveyance pipeline that is part of Gonzales' Industrial Wastewater Recycling Facility (IWRF) project.

Based on the inspection of the property and the investigations and analyses undertaken, we have formed the opinion that as of May 8, 2024, and subject to the assumptions and limiting conditions set forth in this report, the value conclusions are as follows:

Fair market value of the part taken as part of the whole $79,827 Damages & special benefits
Damages $7,169
Less: Special benefits $0
Subtotal $7,169
Value of the TCE $9,235
Total value of the take $96,231
263 Lincoln Ave., Salinas, CA 93901 | TEL 831-422-5327 | FAX 831-422-8280 | PiiniRealty.com Mr. Patrick Dobbins August 16, 2024
Re: Appraisal Report - Taylor Fresh Foods Page il
The appraisal report that follows consists of 39 pages and sets forth the identification of the property, the assumptions and limiting conditions, pertinent facts about the area and subject property, comparable data, the results of the investigations and analyses, and the reasoning leading to the value conclusions.

Respectfully submitted,
John
John W. Piini, MAI Greg Piini, MA
Certified General Real Estate Appraiser Certified General Real Estate Appraiser State of California, BREA No. AG005214 State of California, BREA No. AGO44270

TABLE OF CONTENTS
Transmittal Letter.... ....i
Table of Contents. .............. i
Introduction..... ..5
Identification. ..5
Purpose of the Appraisal ..5
Title ... 6
Property History ... 6
Property Rights Appraised. ..6
Client of the Appraisal 6
Intended Users 6
Intended Use of the Appraisal. 6
Effective Date of the Appraisal ....6
Date of Report.. ....7
Report Format . ...7
Exposure Time ... ...7
Environmental Hazards.. ...7
Scope of Work ...8
Regional Description ...9
Property Description ...12
Aerial Photograph. ..12
Assessor's Parcel Map ..12
Subject Photographs ..13
Location ..14
Access ...14
Land Area. ... 14
Utilities. ..14
Building Improvements ..15
Hazards ..15
Appraisal Report - Taylor Fresh Foods Page iii
Assessed Valuation & Taxes. ....15
Land Use Policies ...15
Highest & Best Use ..15
Valuation Comments ..16
Fair Market Value of the property before the take.. ...17 Fair Market Value of the Part Taken.. ...27
Fair Market Value of the Remainder as Part of the Whole.. ...30 Fair Market Value of the Remainder Before Considering Special Benefits ....30 Fair Market Value of the Remainder Considering Special Benefits... ..31 Fair Market Value of the Temporary Construction Easement ...32 Compensation Summary. ...33
Certifications........... ... 34
Limiting Conditions ....36
Addendum
Legal Description and Maps of the Permanent and Temporary Easements Qualificatons of the Appraisers
Appraisal Report - Taylor Fresh Foods Page iv

INTRODUCTION

IDENTIFICATION
This appraisal involves a partial-take valuation of three undeveloped industrial lots owned by Taylor Fresh Foods and located within the Gonzales Business Park. The lots are located on the north side of Katherine Street, and are identified as Monterey County APNs 223-081-014, -015 and -016. The gross land area of the subject property before the take is 6.04t acres.

The partial take consists of i) a permanent PUE of approximately 6,810t square feet, i) a permanent SSE of approximately 5,590+ square feet, and iii) a TCE of approximately 24,829t square feet. The public agency involved in this taking is the City of Gonzales as part of a project referred to as the Gonzales Industrial Wastewater Recycling Facility (IWRF) project.

PURPOSE OF THE APPRAISAL
The purpose of the appraisal is to estimate the "fair market value" of the real property in accordance with California eminent domain civil procedure codes. As per California law the appraisal will address the following:

1. the fair market value of the property before the take;

2. the fair market value of the part taken;

3. the fair market value of the remainder as part of the whole;

4. the fair market value of the remainder before considering special benefits; and

5. the fair market value of the remainder considering special benefits.

Fair Market Value Defined
For the purpose of this appraisal, fair market value is defined as follows:

The fair market value of the property taken is the highest price on the date of valuation that would be agreed to by a seller, being willing to sell but under no particular or urgent necessity for so doing, nor obliged to sell, and a buyer, being ready, willing, and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available.! 1 California Code of Civil Procedure - CCP §1263.320 (Amended by Stats. 1992, Ch. 7, Sec. 2. Effective January 1, 1993).

Appraisal Report - Taylor Fresh Foods Page 5
TITLE
According to the Monterey County Assessor's Office, title is vested as follows:

Taylor Fresh Foods, Inc.

PROPERTY HISTORY
The property was purchased by the current owner on January 19, 2018. APNs 223-081-014 and -015 were purchased from MJP Partners for $1,737,000 (Document No. 2018002279) while APN 223-081-016 was purchased from Manhattan Associates for $868,500 (Document No. 2018002290). The property has not sold since these purchases and there have been no transfers of ownership of the subject property within the past five years. The property is not currently offered on the open market, and we are not aware of any purchase options and/or agreements affecting the property.

PROPERTY RIGHTS APPRAISED
The property rights appraised is the fee simple estate.

Fee Simple Estate Defined
Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. 2

CLIENT OF THE APPRAISAL
The client of this appraisal is the City of Gonzales.

INTENDED USERS
The intended users are the client and the fee owner of the property. The appraisers are not responsible for any unauthorized use of this report and are not responsible to any third-party users.

INTENDED USE OF THE APPRAISAL
The intended use of this appraisal is for the client's use pertaining to the purchase of three easements on the subject property as part of the IWRF project.

EFFECTIVE DATE OF THE APPRAISAL
This appraisal assignment represents a current appraisal in which the effective date of the appraisal and the valuation conclusion apply as of May 8, 2024.
" Dictionary of Real Estate Appraisal - 6t* Edition. Appraisal Institute, 2015, p. 90.

Appraisal Report - Taylor Fresh Foods Page 6

DATE OF REPORT
This appraisal assignment was conducted from May to August of 2024.

REPORT FORMAT
The report is intended to comply with the reporting requirements set forth under Standards Rule 2-2(a) of USPAP for an Appraisal Report. As such, it presents only summary discussion of the data, reasoning and analyses that were used in the appraisal process to develop the appraiser's opinion of value.

Supporting documentation concerning the data, reasoning and analyses is retained on file. The depth of discussion contained in this report is specific to the needs of the client and for the intended use stated above.

EXPOSURE TIME
The term "exposure time" is defined as
The estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal.3
The industrial market at the north end of the Salinas Valley is very strong with good demand and few offerings at any given time. As a result, vacant industrial lots and good improved facilities tend to sell within a few months of being offered on the open market. Some offerings require an exposure time in excess of six months; however, these are generally overpriced and/or suffer from significant obsolescence. The subject property is located within a desirable industrial park and it is estimated that demand would be strong if it were offered on the open market. An exposure time of 3 to 6 months is considered reasonable and applied in this analysis.

ENVIRONMENTAL HAZARDS
An environmental assessment report was not provided and we are not qualified to make such a report and/or environmental assessment. Without the benefit of an environmental assessment or hazardous material assessment report, this appraisal is predicated on the extraordinary assumption that there are no environmental conditions that adversely affect the value of the property. Therefore, this is an "unimpaired valuation."
Extraordinary Assumption Defined
An assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser's opinions or conclusions. 4 3 Ibid. p. 83.

Albid. p. 4.

Appraisal Report - Taylor Fresh Foods Page 7
SCOPE OF WorK
We appraised the subject easements for the City of Gonzales in May of 2024. This report is an update to the May 2024 report to only reflect a change in the take areas. Forthe May 2024 assignment, the property was inspected on May 8, 2024. The inspection was from the road frontage with the scope of observing the layout and general characteristics of the property. In addition to our inspection, we reviewed parcel maps, flood maps, aerial photographs and zoning maps of the property.

The gross land area of the property is obtained from the Assessor's Parcel Map. The land areas within the proposed takes are obtained from the draft legal descriptions and take exhibits prepared by Polaris Land Surveying, copies of which are included in the addendum of this report.

The valuation of the property is predicated on market data collected specifically for this assignment and prior appraisal assignments. The market data is derived from a variety of sources including County records, Multiple Listing Service (MLS) data, on-line subscription services such as CoStar and LoopNet, real estate appraisers, and brokers.

The results of the investigations and the analyses conducted are presented in this appraisal report, and were prepared by John Piini, MAI, and Greg Piini, MAI.

Appraisal Report - Taylor Fresh Foods Page 8

REGIONAL DESCRIPTION

REGIONAL MAP
Merstandne Ridgemari
Tres Pinos
Prunedale
Castroville
Boranda
Salinas
Spongtown
Seaside
Monterey
Chualo
carmel By The Sea
Molus
Subject Camphora
Soledad
Fort Romle Harler
MetE
Greenfield
(e: cobum
Elsa
Google Ear King Cry
Pine Canyon Weiby

LOCATION MAP
Gonzales City Limits Boundary
Subject Property
Proposed Conveyance Line
Future Industrial Wastewater Recycling Facility
Gonzales
Appraisal Report - Taylor Fresh Foods Page 9

MONTEREY COUNTY
Monterey County is oriented in a north to south direction parallel to the Pacific Ocean. It is bounded on the north by Santa Cruz County, on the south by San Luis Obispo County, on the east by San Benito, Kings, and Fresno Counties and on the west is the Pacific Ocean.

The largest of the central coast counties, Monterey County has approximately 100 miles of coastline along the Pacific Ocean and averages 30 miles in width. The county contains 3,324t square miles or 2,127,360+ acres.

About 439,000 people currently reside in Monterey County as of the 2020 Census, which is a 5.7% increase from the 2010 Census estimate of about 415,000. The majority of the county's population is located on the Monterey Peninsula and in the greater Salinas area. Over the past several decades, Salinas and the smaller Salinas Valley towns experienced the majority of the county's growth, as the price of land and housing is relatively affordable compared to the Monterey Peninsula and the neighboring Santa Clara and Santa Cruz Counties. During this same period, the population on the Monterey Peninsula remained relatively stable due to a limited supply of land that is zoned and suitable for development.

The physical and economic characteristics of the county are divided primarily between the Monterey Peninsula and Salinas Valley. The Monterey Peninsula communities of Pebble Beach, Carmel, Pacific Grove and Monterey are tourist destinations for the northwesterly portion. To the south of the Monterey Peninsula is the world-renowned Big Sur Coast. On the eastern side of the county lies the Salinas Valley, one of the chief vegetable-producing regions in the United States.

Salinas Valley
The Salinas Valley is a fertile agricultural region bounded to the east by the Gabilan Mountain Range and to the west by the Santa Lucia Mountain Range. The valley begins at San Ardo, and widens and stretches approximately 100 miles to the Monterey Bay, near Castroville.

This valley is one of the premier fresh vegetable growing regions in the country and a majority of the salad greens consumed in the United States are grown here. Strawberries, head lettuce, leaf lettuce, broccoli, celery, artichokes and a variety of other vegetable crops provide Monterey County with approximately $4.6 billion in gross sales. Due to the intensity and the variety of crops grown, the Salinas Valley is nicknamed "America's Salad Bowl."
Within the 100-mile stretch of the Salinas Valley are individual farming districts, distinguished not only by location, but by farming characteristics associated with soil, climate and/or water. East-to-west, soil quality provides the distinction, as the soils on the valley floor are, for the most part, fertile clay and loamy soils that are well suited for growing a variety of fresh vegetable crops. Along the foothills of the Gabilan Appraisal Report - Taylor Fresh Foods Page 10
Range (east side of the valley) and the Sierra de Salinas Range (west side) the soils are generally characterized by decomposed granite (DG) soils that formed in alluvium from granitic and schistose rocks on alluvial fans and terraces. These soils are typically well-drained and suitable for growing a variety of crops; however, they generally require a higher degree of farm management as compared to the soils on the valley floor.

North-to-south, climate plays a significant role as the north end of the valley has a cool coastal climate, whereas the south end of the valley is warmer and windier during the growing season. Due primarily to climate, agricultural rents are higher at the north end of the Salinas Valley as compared to the farmland in the central and southern portion of the valley. In recent years though, this gap tightened due in part to an expansion of seed varieties, enhancement in irrigation practices and the growth in the food service segment of the produce industry which has increased the demand for leafy green vegetables such as spinach and leaf lettuces that have shorter growing periods.

GONZALES
Gonzales is centrally located within the Salinas Valley and is approximately 15 miles south of the City of Salinas. The town has a population of 8,439 people. Over the past several decades, the town has grown as its proximity to Salinas and its lower relative price of housing has brought an influx of commuter-based residents; however, the town remains an agricultural-based community.

This proximity to Salinas has also resulted in a recent expansion of the industrial district. Salinas has historically been the headquarters of the agricultural industry; however, as the availability of vacant land within Salinas has become exhausted, several agricultural companies have expanded south into the Gonzales Business Park. The Gonzales Business Park (also known as the Santa Lucia Agricultural Industrial Park) is an 81-acre development that began in the mid-2000s. The park was originally divided into 16 lots that ranged in size from 2.0 to 12.7 acres.

Taylor Farms, Grower's Express and Pure Pacific Organics have all built vegetable processing facilities in this park over the past decade, and Papé Material Handing recently opened a new facility in 2021.

Additionally, Mann Packing built a vegetable processing facility in 2018 immediately adjacent to the park but within the same industrial district.

Currently, there are eight lots within the park that remain undeveloped that have a combined area of

31.29t acres.

S U.S. Census Bureau. 2022 Population Estimate Program (PEP).

Appraisal Report - Taylor Fresh Foods Page 11

PROPERTY DESCRIPTION

AERIAL PHOTOGRAPH
City Limits
APN 223-081-016 APN 223-081-014
Katherine Street
Puente
Google Earth
ASSESSOR's PARCEL MAP

TAX CODE AREA COUNTY OF MONTEREY
AS AT FATE WE FE Cr 06-1 ASSESSOR'S MAP
08 BOOK 223 PAGE 08-1
20si
SUB. 20/02

4.004 AC.
(12)
2,19 AC.
15 75 ne KATHERINE -M0 08 139
joans Ties PAR A
01-2 PARCEL ! / 2.60 AC. 1

4.91 AC.$
2335
10 14 20/02
404.38 PAR. C
15 4.11 AC.
39 E
Lot 1

21.09 AC.+ 300-0
784.18

12.72 AC.+
18735/L

2.71 AC.* 2587 3q f. $ PAR D
2748 sq lt. 28
2452 so ft. 20/02
3025° = -242
(SLE PACE 01)

0.13 AC. (BCCK 225)
- i. RACT NO. 145
GONZALES sIVRe RD. RINCON DE LA PUENTE
01-2 20/02 ISTA DE SANTA LUC
RECORDED 12-22-05 DEL MONTE RANCHO
Appraisal Report - Taylor Fresh Foods Page 12

SUBJECT PHOTOGRAPHS
NE view of Katherine Street frontage
SW view of Katherine Street frontage
NW view from Katherine Street of
boundary between APNs 223-081-015 &
223-081-016
Appraisal Report - Taylor Fresh Foods Page 13

LOCATION
The property is located on the north side of Katherine Street in Gonzales and within the Gonzales Business Park. Adjoining properties include vacant industrial land to the east, a storm water retention basin to the west, Papé Material Handling's facility and Braga's vegetable processing plant to the south, and agricultural farmland to the north that is outside of the city limits boundary. In addition to these uses, Taylor Farms' vegetable processing plant and Mann's vegetable processing plant are located within 500 feet to the east of the subject property.

ACCESS
Access is provided by Katherine Street, which is a two-way collector street within the Gonzales Business Park. The street dead-ends at a cul-de-sac to the immediate west of the subject property. The street frontages are improved with concrete curbs and gutters.

LAND AREA
According to the Monterey County Assessor's Parcel Map, the three lots of the subject property have a combined land area of 6.04t acres. The topography is level and near grade with the road frontage. The entire property is considered usable. The property dimensions are summarized as follows:

Lot Summary
Road Frontage Average Depth
APN Gross Acres (Feet) (Feet)
223-081-014 2.00 227.6 382.8
223-081-015 2.02 227.4 386.9
223-081-016 2.02 242.0 363.6
Total 6.04 697.1 377.5
Easements
Title to the property is currently subject to two easements that are held by the City of Gonzales. These include a 10-foot-wide public utility easement that runs along the Katherine Street frontage, and a 20- foot-wide sanitary sewer easement that runs to the east of the boundary line separating APNs 223-081- 015 and -016.

UTILITIES
The property is located within the city limits and available utilities include sanitary sewer, storm drainage, water, natural gas, electricity, and telephone. These utilities are located along the street frontage and/or are developed to the property boundary.

Appraisal Report - Taylor Fresh Foods Page 14

BUILDING IMPROVEMENTS
There are no building improvements on this property.

HAZARDS
Flood Hazard
The property is identified on FEMA's Flood Insurance Rate Map (FIRM) panel 06053C0414G (4/2/2009) as being within Zone X, an area of minimal flood hazard.

Seismic Hazard
The property is located within a seismically active area of California but is not located within an Alquist- Priolo Special Studies Zone. The nearest fault is the Reliz Fault, which runs along the base of the Santa Lucia Mountain Range, about 31t miles west of the subject property.

ASSESSED VALUATION & TAXES
The assessed valuation and real estate taxes for the 2023-2024 tax year assigned to the property are summarized as follows:

Assessed Valuation & Taxes
Assessed Values 2023-2024 Taxes
Improvement Countywide &
APN Land Value Value Total Value Direct Charges Agency Taxes Total Taxes 223-081-014 $945,160 $0 $945,160 $3,603.10 $10,806.72 $14,409.82 223-081-015 $954,133 $0 $954,133 $3,638.00 $10,909.32 $14,547.32 223-081-016 $949,646 $0 $949,646 $3.637.44 $10.858.00 $14.495.44 Total $2,848,939 $0 $2,848,939 $10,878.54 $32,574.04 $43,452.58 Average tax rate 1.14%

LAND USE POLICIES
The property is located within an Industrial (I) zoning district as part of the Gonzales Business Park. The intent of this district is "... to provide for general industrial, manufacturing, wholesale, and service uses needed by the city and region subject to regulations necessary to protect other nearby uses from hazards, noise and other disturbances" (12.88.010). Zoning policies allow a variety of commercial and industrial uses with a conditional use permit. The minimum lot size is 10,000 square feet. The maximum floor area ratio is 50%.

HIGHEST & BEST USE
Highest and best use is defined as follows:

Appraisal Report - Taylor Fresh Foods Page 15
The reasonably probable use of property that results in the highest value. The four criteria that the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity.

The property is located within the Gonzales Business Park where land use policies and adjoining properties are oriented toward and being developed for an industrial use. Due to the location of this property, the strong demand that exists for vacant industrial land, and the shortage of vacant industrial land that exists throughout the Salinas Valley, the highest and best use is industrial; and the most probable industrial use is an agriculture-related industrial use, which is consistent with the recent developments within the Gonzales Industrial Park.

VALUATION COMMENTS
The purpose of the appraisal is to estimate the "fair market value" of the real property in accordance with California eminent domain civil procedure codes. As per California law the valuation process involves several steps which are summarized as follows:
1) the fair market value of the property before the take; 2) the fair market value of the part taken;
3) the fair market value of the remainder as part of the whole; 4) the fair market value of the remainder before considering special benefits; and 5) the fair market value of the remainder considering special benefits. 6 Dictionary of Real Estate Appraisal - 6*h Edition. (Chicago: Appraisal Institute, 2015) p. 109 Appraisal Report - Taylor Fresh Foods Page 16

FAIR MARKET VALUE OF THE PROPERTY BEFORE THE TAKE
SaLES ComparIsoN APPROACH
Before the take, the property consists of three legal lots that have a combined land area of 6.04t acres.

The fee simple value of industrial land is predicated on the sales comparison approach. The sales comparison approach provides an opinion of value derived by analyzing and comparing similar properties that have recently sold, are listed for sale, or are under contact. A major premise of the sales comparison approach is that the market value of a property is related to the prices of comparable, competitive properties. The unit of comparison commonly applied to industrial land is the price per usable square foot and which unit of comparison is applied in this analysis.

In applying the sales comparison approach, a number of sales have been considered, of which the following sales are judged to be the most comparable and indicative of value:

Summary of Land Sales
Sale number 1 2 3 4 5
6 Sale date 7/2/2022 6/7/2023 12/22/2021 9/25/2023 5/19/2022 3/31/2022 Location 245 W. Rossi St 142 Bodega 3 Spreckels Blvd 122 Bodega 795 Elvee Dr 851 Work St City Salinas Gonzales Salinas Gonzales Salinas Salinas
Assessor's parcel number 003-161-014 223-081-018 177-071-013 223-081-019 003-701-010 003-461-011 Grantor Harrod Bodega Land Grp T&A Bodega Land Grp Frieberg 851 Salinas LIC Grantee Salinas Rossi ULC Rava Slama Trebino Penske Sonsray LLC Zoning Ind. Bus. Park (IBP) Ind. (1) Heavy Comm. (HC) Ind. (1) Ind. Gen. (IG) Ind. Gen. (IG) Gross acreage 3.30 2.69 4.64 2.84 5.68 4.43
Net acreage 3.30 2.56 4.64 2.35 5.68 3.25
Sale price $1,625,000 $1,406,500 $3,000,000 $1,600,000 $4,500,000 $2,300,000 Improvement allocation $100,000 $0 $0 $0 $500,000
Land allocation $1,525,000 $1,406,500 $3,000,000 $1,600,000 $4,000,000 $2,300,000 Price per square foot $10.61 $12.61 $14.84 $15.63 $16.17 $16.25 Appraisal Report - Taylor Fresh Foods Page 17
Sales Location Map
Google Eart
Sale 1: 245 West Rossi Street, Salinas
Sale 1 is a 2022 sale of a 3.3-acre parcel located
on West Rossi Street in Salinas. This location
is within a secondary industrial area that is
removed from Salinas' primary industrial
districts, and zoned Industrial Business Park
(IBP), which is a more restrictive zoning
district.

This property has a rectangular shape that is
bounded by Rossi Street to the north, a
reclamation ditch to the east and south, and other industrial lands to the west. The topography is mostly level and at road grade; however, the eastern 1/3 of the property steps down several feet to a lower elevation. In order to build on the site, some grading or fill will likely be required. Development of this property will also require a setback from the reclamation ditch, which setback could be upwards of 100 feet from the top of the bank.

The property sold for $1,625,000, or about $11.30 per square foot, for a distribution use. According to the broker, the seller had previously paid about $100,000 toward traffic, school, and sewer fees.

Appraisal Report - Taylor Fresh Foods Page 18
Sale 2: 142 Bodega Drive, Gonzales
Sale 2 is a 2023 sale of a lot located within the
Gonzales Business Park. This sale involves a

2.69-acre lot that has a rectangular shape.

The lot has a level topography and is accessed
by a right-of-way that extends from Katherine
Street's cul-de-sac. The right-of-way is not
developed and, therefore, developing this
property will require extending roads and
utilities approximately 390t feet from
Katherine Street to the north corner of this
property. There is an additional right-of-way on the west side of the property that extends to Gonzales River Road; however, this is also undeveloped and would require extending a road over 650 feet to the southwest corner as well as possible frontage improvements to Gonzales River Road.

The usable area is estimated at 2.56 acres, which only excludes the right-of-way along the east side of the property. The right-of-way along the west side is not excluded as this right-of-way would only benefit this lot and the lot to the north, which are both under common ownership.

This property and Sale 4 were owned by the same seller and were offered together. This lot sold first in June of 2023 to the adjoining property owner for $1,406,500, or about $12.62 per square foot. The seller was reportedly under pressure to sell at least one of the two lots. In comparison to the subject, the seller's motivation and access are inferior. A higher value applies to the subject property.

Sale 3: 3 Spreckels Blvd, Spreckels
Sale 3 is a 2021 sale of a 4.64-acre parcel
located at the Highway 68/Spreckels
Boulevard interchange, approximately 1½
miles south of Salinas and just east of the
Salinas River.

This location is in the county and within a small
pocket that is zoned Heavy Commercial. Land
uses in this area include a mixture of
professional offices, mini-storage and light
industrial.

Appraisal Report - Taylor Fresh Foods Page 19
The property has an irregular shape with frontage along Spreckels Boulevard and Spreckels Lane. Access is currently provided by Spreckels Lane. The property has a level topography but is mostly in the flood zone. Therefore, developing the property will likely require fill to raise the finished floor of any building above the flood elevation.

Improvements are limited to perimeter cyclone fencing and yard lighting. Water and septic are not currently developed on this property. Development will require installation of a well and septic system.

The property sold for $3,000,000, or $14.84 per square foot.

Sale 4: 122 Bodega Drive, Gonzales
Sale 4 is a 2023 sale of a lot located in the
Gonzales Industrial Park and to the immediate
south of Sale 2. This lot measures 2.71 acres
and has a rectangular shape. The sale also
includes a 0.13-acre strip that connects the lot
to Gonzales River Road, and a gross land area
of 2.84 acres.

This lot has access from Katherine Street by a
30-foot right-of-way (15 feet are on this
property) that extends from Katherine Street to the north corner of this lot, and access to Gonzales River Road by a 60-foot right-of-way (40 feet are on this property) that extends from Gonzales River Road and along the west boundary of this lot. Both access rights-of-way are undeveloped and, therefore, developing this property will require extending road and utilities to the property from at least one of these access points.

The usable land area is estimated at 2.35 acres, which excludes the 0.13-acre parcel and the 60-foot right- of-way along the west side of the property as this right-of-way also benefits the adjoining lots to the north.

The 30-foot right-of-way is not excluded as this right-of-way predominately benefits this lot.

The property sold for $1,600,000, or $15.64 per square foot. The seller had recently sold the lot to the north (Sale 2) and was no longer under pressure to sell quickly. Therefore, the seller held out for a higher price, which they obtained. In comparison to the subject, the lack of direct road frontage and access are inferior and a higher per square foot value applies to the subject property.

Appraisal Report - Taylor Fresh Foods Page 20
Sale 5: 795 Elvee Drive, Salinas
Sale 5 is a 5.68-acre property located on Elvee
Drive within Salinas. The property fronts along
the west side of Highway 101 and has good
highway exposure.

The property has an irregular shape that is
bounded by Highway 101 to the northeast and
a reclamation ditch to the southwest. The
topography is level and the entire property is
considered usable. Previously, the property
was used as a commercial truck dealership and was improved with a 20,000-square foot building. The building was destroyed by a fire in 2021. The improvements that remain include the concrete footings and yard improvements.

The property sold for $4,500,000, or $18.17 per square foot, to Penske, who intends to rebuild the prior structure and use the property for a similar truck dealership use. There are significant cost savings being able to rebuild a structure as compared to building new, including site improvements, utilities, and development impact credits from the prior structure. The sale is allocated $500,000 toward these improvements and development credits, and $4,000,000 for the land, or $16.17 per square foot.

Sale 6: 851 Work Street, Salinas
Sale 6 is a 4.43-acre lot located in the Growers-
Shippers development in Salinas. This
subdivision consists of 46+ acres that are
bound between the Ottone Business Park to
the north and Sanborn Road to the south. The
zoning is Industrial-General (IG).

This property has a triangular shape with 754+
feet of road frontage along Work Street that is
improved with concrete curbs, gutters, and
sidewalks. The northeast boundary extends into Reclamation Ditch #1665 and there are approximately

1.18+ acres within the reclamation ditch or within a lower bench adjacent to the reclamation ditch that are within the 100-year flood zone. The usable acreage is estimated at 3.25t acres which have a level topography that is at grade with the road frontage.

Appraisal Report - Taylor Fresh Foods Page 21
The property sold in 2019 for $2,300,000 or $16.25 per usable square foot. The sellers of the property were in the process of selling their business to the buyers. This parcel was not included in the business purchase and sold separately to the buyers based upon a broker's opinion of market value. Prior to the sale, the buyers had obtained a use permit for their proposed use; however, it is my understanding that the price was predicated on the property's land value, exclusive of any entitlement value.

Sale Adjustments
Market Conditions
The sales occurred from 2021 to 2023. Industrial land values have generally appreciated over the past few years due largely to the lack of available vacant land. The more recent sales indicate that prices have increased over the past few years, as indicated by the following comparisons:

Market Conditions Adjustment
Sale number n/a and n/a to 5
Sale date 1/4/2019 3/26/2019 5/19/2022 3/31/2022
Address 851 Work St 791 Work St 795 Elvee Dr 851 Work St City Salinas Salinas Salinas Salinas
Grantor 1508 Abbott LLC Gakhal Prop. Frieberg 851 Salinas LLC Grantee 851 Salinas LLC Slama Penske Sonsray uLC
Gross acreage 4.43 5.68 5.68 4.43
Net acreage 3.25 4.00 5.68 3.25
Sale price $1,865,000 $2,099,880 $4,500,000 $2,300,000
Improvement allocation $D $0 $500,000 $0
Land allocation $1,865,000 $2,099,880 $4,000,000 $2,300,000 Price per net square foot $13.17 $12.05 $16.17 $16.25
Comparison to Sale 6
Time difference (years) 3.38 3.15
% diffrence 22.7% 34.1%
Average annual % change 6.7% 10.8%
comparisen to sale 7
Time difference (years) 3.24 3.01
% diffrence 23.3% 34.8%
Average annual % change 7.2% 11.5%
Appraisal Report - Taylor Fresh Foods Page 22
Market Conditions Adjustment
Sale number n/a VS 2 and 4
Sale date 3/24/2020 6/7/2023 9/25/2023
Address 162 Bodega Dr 142 Bodega 122 Bodega
City Gonzales Gonzales Gonzales
Grantor Manhattan Assoc Bodega Land Grp Bodega Land Grp Grantee Bodega Land Grp Rava Trebino
Gross acreage 2.69 2.69 2.84
Net acreage 2.56 2.56 2.35
Sale price $1,113,500 $1,406,500 $1,600,000
Improvement allocation $0 $0
Land allocation $1,113,500 $1,406,500 $1,600,000
Price per net square foot $10.00 $12.61 $15.63
% change 26.1% 56.2%
Time difference (years) 3.2 3.5
Annual % change 8.1% 16.1%
The preceding tables indicate an average percentage change of 6.7% to 16.1% over the past few years.

Based in part on these comparisons, an upward adjustment of 7.5% per year is applied to the 2021 and 2022 sales. The sales are only adjusted through the end of June 2023 as it is questionable if land values continued to appreciate during the second half of 2023 and 2024. The 2023 sales are considered current, and a market conditions adjustment is not applied.

Location
Sales 2 and 4 are located within the Gonzales Business Park and are comparable to the subject property.

The remaining properties are located within Salinas and Spreckels, which have historically commanded higher values than Gonzales. However, the difference in land values between these more northerly communities and Gonzales is narrowing as the supply of available land diminishes.

To estimate the difference between Salinas and Spreckels to Gonzales, the following comparisons are considered:

Appraisal Report - Taylor Fresh Foods Page 23
Location Adjustment
Paired Sale Comparison #1
Sale number n/a to
Sale date 8/20/2018 1/19/2018
Address 681 Work St 162 Bodega
City Salinas
Gonzales
Net acreage 2.10

2.56 Sale price $1,055,000 $997,000
Price per square foot $11.53 $8.94
% difference -22.5%
Paired Sale Comparison #2
Sale number n/a to 2
Sale date 3/26/2019 3/24/2020
Address 791 Work St 162 Bodega Dr
City Salinas Gonzales
Net acreage 4.00 2.69
Sale price $2,099,880 $1,113,500
Price per square foot $12.05 $9.50
% difference -21.1%
Paired Sale Comparison #3
Sale number 6 to 4
Sale date 3/31/2022 9/25/2023
Address 851 Work St 122 Bodega
City Salinas Gonzales
Net acreage 3.25

2.35 Sale price $2,300,000 $1,600,000
Price per square foot $16.25 $15.63
Market conditions adjustment 9.4% 0.0%
Adjusted price $17.77 $15.63
Site work adjustment 0.0% 2,5%
Adjusted price $17.77 $16.80
% difference -5.4%
Appraisal Report - Taylor Fresh Foods Page 24
The above table indicates a difference of -5.4% to -22.5% with the oldest comparison indicating the highest indication and the most recent comparison indicating the lowest indication. A downward adjustment of -10% is applied to Sales 5 and 6 and a lower adjustment of -5% is applied to Sale 3.

Site Work & Utilities
Most of the sales are fairly comparable to the subject property in regard to site work and utilities; however, Sale 1 will require fill as 1/3 of the property is on a lower bench, Sales 2 and 4 will require extending roads and utilities to their boundaries, and Sale 3 will require fill as part of the property is in the flood zone as well as the development of a well and septic system. An upward adjustment of 5 to 10% is appropriate and from which a 7.5% adjustment is applied to these sales.

Size
The sales range in size from 2.35 to 5.68 acres whereas the subject property is 4.44 acres. The sales are within a reasonable range of the subiect and a size adjustment is not applied.

Adjustment Summary
The adjustments applied to the sales are summarized as follows:

Summary of Land Sale Adjustments
Sale number 1 2 3 4 5 6
Sale date 7/2/2022 6/7/2023 12/22/2021 9/25/2023 5/19/2022 3/31/2022 Location 245W. Rossi St 142 Bodega 3 Spreckels Bivd 122 Bodega 795 Elvee Dr 851 Work St City Salinas Gonzales Salinas Gonzales Salinas Salinas
Gross acreage 3.30 2.69 4.64 2.84 5.68 4.43
Net acreage 3.30 2.56 4.64 2.35 5.68 3.25
Sale price $1,625,000 $1,406,500 $3,000,000 $1,600,000 $4,500,000 $2,300,000 Improvement allocation $100,000 $0 $0 $500,000 $0
Land allocation $1,525,000 $1,406,500 $3,000,000 $1,600,000 $4,000,000 $2,300,000 Land allocation per sq. ft. $10.61 $12.61 $14.84 $15.63 $16.17 $16.25 Market conditions adj.

Time difference (years) 1.0 0.0 1.5 0.0 1.1 1.3
Adj. @ 7.5% per year 75% 2.0% 11.4% 2.0% 8.4% 2.4%
Adjusted priceper sq. ft. $11.40 $12.61 $16.54 $15.63 $17.52 $17.77 Percent adjustment
Location adjustment 0.0% 0.0% -5.0% 0.0% -10.0% -10.0%
Site work & utilities 7.5% 7.5% 7.5% 7.5% 0.0% 0.0%
Size 2.0% 0.0% 2.0% 0.0% 0.0% 0.0%
Total percent adjustments 7.5% 2.5% 2.5% 7.5% -10.0% -10.0% Adjusted price per sq. ft. $12.26 $13.56 $16.95 $16.80 $15.77 $15.99 The above table provides an adjusted range of $12.26 to $16.95 per square foot.

Appraisal Report - Taylor Fresh Foods Page 25
Sale 1 provides the lowest indication but in light of the other sales, a higher value applies.

Sale 2 provides the next lowest indication and while this is a sale within the Gonzales Business Park, the seller was under pressure for a quick sale and the price paid was below market.

The remaining sales provide a range of $15.77 to $16.95 per square foot and a value within this range is appropriate.

Fair Market Value Conclusion
Based on the previous analysis, the fair market value of the property before the take is concluded at $16.50 per square foot. Hence,
Land area (acres) 6.04
Land value per square foot $16.50
Land value $4,341,190
Rounded to (nearest $1,000) $4,341,000
Appraisal Report - Taylor Fresh Foods Page 26

FAIR MARKET VALUE OF THE PART TAKEN
As per the legal descriptions of the take, which are included in the addendum, the parts taken are depicted as follows:
1 Public Utility Easement (PUE)
| Sanitary Sewer Easement (SSE)
Temporary Construction Easement (TCE)
2Z2Z Existing Easements
Existing 20' wide APN 223-081-015 APN 223-081-014
SS Easement per
Doc. #2001025055 Lot 4 Lot 3
23-C&T-19 23-C&T-19
APN 223-081-016 Doc. #2018002279
Lot 5 New 15' Taylor fresh Foods Inc.
23-C&T-19 wide SS
Doc. #2018002290
Easement #2 New 15' wide PUE
New TCE
-. -

KATHERINE STREET
(A CITY ROAD 60' WIDE)
The PUE is a 15-foot-wide permanent easement that encumbers 6,810t square feet. The easement runs to the immediate north of an existing 10-foot easement that runs along the southeast property boundary.

The SSE is a 15-foot-wide permanent easement that encumbers 5,590t square feet. The easement runs near an existing 20-foot-wide SSE with 869+ square feet situated between the existing and new SSES.

The TCE is a temporary easement that runs along the northwest side of the PUE to a width of about 16.5+ feet, and runs to the northwest boundary to a width of 50 feet, spanning the new 20-foot-wide SSE. The TCE encumbers 24,829t square feet, including the land within the SSE. Omitting the land within the SSE, the TCE encumbers 19,239+ square feet.

Appraisal Report - Taylor Fresh Foods Page 27
Take Summary
Description Square Feet Acres
Permanent Easements (PUE & SS)
Public Utility Easement (PUE #1) 6,810 0.16
Sanitary Sewer Easement (SSE #3) 5,590 0.13
Total permanent easements 12,400 0.28
Temporary Construction Easement
TCE (TCE #2) 24,829 0.57
Less: Area within proposed SS#3 5,590 0.13
Total TCE area outside of existing and proposed SSES 19,239 0.44 EASEMENT #1 (PUBLIC UTILITY EASEMENT)
The fair market value of the property before the take was concluded at $16.50 per square foot. The fair market value of the PUE would be less than the fee simple value because the fee owner retains use of the easement area for landscaping, driveways, and surface parking.

The 15-foot-wide PUE would preclude an owner from building a structure within the easement area; however, the southerly 10-feet of the PUE is already precluded by the City's Industrial zoning ordinance as it is located within a 20-foot setback from the front of the property. The remaining 5 feet of the PUE are outside of the 20-foot setback and could affect the placement of any structure. However, it is considered unlikely that any structure would be placed this close to the street frontage. Most users would likely use this area for landscaping, parking, and driveways-all of which can still occur over the easement area.

These frontage areas are often used for storm water detention ponds and this easement would preclude this type of improvement; however, storm water detention is already provided off-site and would not be required on this property.

While the PUE can affect the layout of the property's site improvements and could result in future disruptions pertaining to access, maintenance, replacement, or installation of utilities within the PUE, the PUE will have a minimal effect on the probable use and value of the property. Therefore, the fair market value of the part taken would be more than 0% and less than 50% of the fee simple value, and is concluded at 30.0% as follows:

Appraisal Report - Taylor Fresh Foods Page 28
Inside 20-Foot Outside of
Description Setback 20-Foot Setback Total
PUE land area (square feet) 4,540 2,270 6,810
Fee simple land value per square foot before the take $16.50 $16.50 $16.50 % of fee simple value 25.0% 40.0% 30.0%
Fair market value per square foot of the part taken $4.13 $6.60 $4.95 Fair market value of the part taken $18,728 $14,982 $33,710 EASEMENT #2 (TEMPORARY CONSTRUCTION EASEMENT)
The value of the TCE is considered later as it is only a temporary taking.

EASEMENT #3 (SANITARY SEWER EASEMENT)
The fair market value of the SSE would also be less than the fee simple value because the fee owner retains use of the easement area for landscaping, storage, drainage, driveways, and surface parking. However, this easement is beyond the required front 20-foot setback in the City's Industrial zoning ordinance and could affect the placement of buildings and the overall layout of the property. The SSE could also result in future disruptions pertaining to access, maintenance, replacement, or installation of pipelines within the SSE.

The fair market value of the SSE would be fairly significant because it could affect the placement of building improvements and the overall layout of the property. The fair market value of this portion would be greater than what applied to that portion of the PUE that is located outside the 20-foot front setback area, as it will have a greater effect on use. The fair market value of this portion of the SEE is concluded at 50.0% of the fee simple value.

Hence,
Description Total
SSE land area (square feet) 5,590
Fee simple land value per square foot before the take $16.50 % of fee simple value 50.0%
Fair market value per square foot of the part taken $8.25 Fair market value of the part taken $46,118

FAIR MARKET VALUE OF THE PART TAKEN
The fair market value of the part taken is concluded as follows:

Appraisal Report - Taylor Fresh Foods Page 29
Value per
Description Square Feet Square Foot Value
Fair market value of the PUE 6,810 $4.95 $33,710
Fair market value of the SSE 5,590 $8.25 $46,118
Fair market value of the part taken $79,827

FAIR MARKET VALUE OF THE REMAINDER AS PART OF THE WHOLE The fair market value of the remainder as part of the whole is the fair market value of the property before the take less the fair market value of the part taken, which is calculated as follows:

Fair market value of the property before the take $4,341,000 Fair market value of the part taken $79,827
Fair market value of the remainder as part of the whole $4,261,173

FAIR MARKET VALUE OF THE REMAINDER BEFORE CONSIDERING SPECIAL BENEFITS There are damages to the remainder attributed to the SSE because the location of the SSE results in a small area of about 869t square feet that is sandwiched between the existing SSE and the new SSE that is not encumbered. Due to the small size of this area, its utility to the remainder is reduced to that of the adjoining SSE. Therefore, damages equal to 50% of the underlying fee simple value is concluded and calculated as follows:

Area between SSE and existing 20-foot wide easement 869 Fee simple land value per square foot before the take $16.50 % of fee simple value 50.0%
Damages per square foot $8.25
Damages $7,169
Therefore, the fair market value of the remainder before considering special benefits is concluded as follows:

Appraisal Report - Taylor Fresh Foods Page 30
Fair market value of the remainder as part of the whole $4,261,173 Damages $7,169
Fair market value of the remainder after the take before considering special benefits $4,254,004

FAIR MARKET VALUE OF THE REMAINDER CONSIDERING SPECIAL BENEFITS The project does not provide special benefits. Therefore, the fair market value of the remainder after the take and after considering special benefits is as follows:

Fair market value of the remainder after the take before considering special benefits $4,254,004 Special benefits
Fair market value of the remainder after the take after considering special benefits $4,254,004 Appraisal Report - Taylor Fresh Foods Page 31

FAIR MARKET VALUE OF THE TEMPORARY CONSTRUCTION EASEMENT A TCE is required for constructing the project and encumbers approximately 14,064t square feet, excluding the land area within the existing sanitary sewer easement. The easement would encumber the property for 6 months.

The value of the TCE is predicated on an appropriate land rent for the TCE for its duration. Industrial land rents generally range from $0.055 to $0.12 per square foot, with rents between $0.055 and $0.08 per square foot generally applying to unimproved industrial land, and rents above $0.08 per square foot generally applying toward land with site improvements, such as perimeter fencing and base rock. The appropriate rent for this property would fall within the $0.055 to $0.08 per square foot range as it is unimproved land.

To refine the rental range for the TCE, consideration is given to an appropriate return on land value. The fee simple land value was previously concluded at $16.50 per square foot. A 6.0% rate of return is applicable, indicating a land rent of $0.083 per square foot per month, which is slightly higher than the expected range. Therefore, a rent of $0.08 per square foot is concluded as the fair market rent of the TCE.

Hence, the value of the TCE is concluded as follows:

TCE land area (square feet), excluding the land area within the SSES 19,239 Land rent
Fee simple land value $16.50
Required rate of return 6.0%
Rent per square foot per year $0.99
Indicated monthly rent based upon a return on land value $0.083 Market rent per square foot applied in this analysis $0.080 Estimated duration of the TCE (months) 6.0
Fair market value of the TCE $9,235
Appraisal Report - Taylor Fresh Foods Page 32

COMPENSATION SUMMARY
Fair market value of the part taken as part of the whole $79,827 Damages & special benefits
Damages $7,169
Less: Special benefits $0
Subtotal $7,169
Value of the TCE $9,235
Total value of the take $96,231
Appraisal Report - Taylor Fresh Foods Page 33

CERTIFICATION
I certify that, to the best of my knowledge and belief:
• The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are my personal, impartial and unbiased professional analyses, opinions and conclusions.
• I have no present or prospective interest in the property that is the subject of this report, and no personal interest with respect to the parties involved.

I appraised the same easements in 2023 and 2024 for the City of Gonzales but have performed no other services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment.
• I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment.

My engagement in this assignment was not contingent upon developing or reporting predetermined results.

My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal.

My analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements with the Uniform Standards of Professional Appraisal Practice and the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute.

I have made a personal inspection of the property that is the subject of this report. • No one provided significant real property appraisal assistance to the person signing this certification.
• The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.
• As of the date of this report, John W. Piini, MAI has completed the continuing education program for Designated members of the Appraisal Institute.

Certified General Real Estate Appraiser
State of California, BREA Number AG005214
Appraisal Report - Taylor Fresh Foods Page 34

CERTIFICATION
I certify that, to the best of my knowledge and belief:

The statements of fact contained in this report are true and correct. • The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are my personal, impartial and unbiased professional analyses, opinions and conclusions.

I have no present or prospective interest in the property that is the subject of this report, and no personal interest with respect to the parties involved.

I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment.

My engagement in this assignment was not contingent upon developing or reporting predetermined results.
• My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal.

No one provided significant real property appraisal assistance to the person signing this certification.

The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.

As of the date of this report, Greg Piini, MAI has completed the continuing education program for esignated members of the Appraisal Institute.

Greg Phri, MAI
Certified General Real Estate Appraiser
State of California, BREA Number AG044270
Appraisal Report - Taylor Fresh Foods Page 35

LIMITING CONDITIONS
Assumptions and Limitations of Appraisal
This appraisal is for no purpose other than property valuation, and the appraiser(s) is neither qualified nor attempting to go beyond that narrow scope. The reader should be aware that there are also inherent limitations to the accuracy of the information and analyses contained in this appraisal. Before making any decision based on the information and analysis contained in this report, it is critically important to read this entire section to understand these limitations.

Appraisal is not a Legal Opinion
No opinion is intended to be expressed for legal matters or that would require specialized investigation or knowledge beyond that ordinarily employed by real estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description were obtained from sources generally considered reliable. Title is assumed to be marketable and free and clear of all liens and encumbrances, easements, and restrictions except those specifically discussed in the report. The property is appraised assuming it to be under responsible ownership and competent management and available for its highest and best use.

It is assumed that there is full compliance with all applicable federal, state and local environmental regulations and laws unless noncompliance is stated, defined, and considered in the appraisal report. A comprehensive examination of laws and regulations affecting the subject property was not performed for this appraisal.

It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless a non-conformity has been stated, defined and considered in the appraisal report. Information and analysis shown in this report concerning these items is based only on a rudimentary investigation.

Any significant question should be addressed to local zoning or land use officials and/or an attorney.

It is assumed that all required licenses, consents or other legislative or administrative authority from any local, state, or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. Appropriate government officials and/or an attorney should be consulted if an interested party has any questions or concerns on these items since the appraiser(s) has not made a comprehensive examination of laws and regulations affecting the subject property.

Appraisal Report - Taylor Fresh Foods Page 36
Testimony or attendance in court or at any other hearing is not required by reason of rendering this appraisal unless a signed contract has been executed prior to the date of this report.

Appraisal is not a Survey
No engineering survey has been made by the appraiser, and no responsibility is assumed in connection with such matters. Except as specifically stated, data relative to size and area were taken from sources considered reliable, and no encroachment of real property improvements is assumed to exist.

It is assumed that the utilization of the land and improvements is within the boundaries of the property lines of the property described and that there is no encroachment or trespass unless noted in the report.

All maps, plats and exhibits included herein are for illustration only, as an aid in visualizing matters discussed within the report. They should not be considered as surveys or relied upon for any other purpose, and the reliability of the information contained on such is assumed by the appraisers) and cannot be guaranteed. A surveyor should be consulted if there is any concern on boundaries, setbacks, encroachments, or other survey matters.

Appraisal is Not an Engineering or Property Inspection Report and is Made Under Conditions with Limited Data
This appraisal should not be considered a report on the physical items that are a part of this property.

Although the appraisal may contain information about the physical items being appraised (including their adequacy and/or condition), it should be clearly understood that this information is only to be used as a general guide for property valuation and not as a complete or detailed physical report. The appraisers) is not a construction, engineering, environmental, or legal expert, and any statement given on these matters in this report should be considered preliminary in nature.

The appraisers) has inspected as far as possible, by observation, the land and the improvements; however, it was not possible to personally observe conditions beneath the soil or hidden structural or other components
The appraisal is based on the assumption that there are no hidden, unapparent, or apparent conditions of the property site, sub-soil, or structures or toxic materials which would render it either less or more valuable. The appraisers) is not an environmental nor health expert. No responsibility is assumed for any such condition or for any expertise or engineering to discover them.

No opinion is expressed as to the value of subsurface oil, gas or mineral rights and that the property is not subject to surface entry for the exploration or removal of such materials except as is expressly stated.

Appraisal Report - Taylor Fresh Foods Page 37
No chemical or scientific tests were performed by the appraiser(s) on the subject property, and it is assumed that the air, water, ground and general environment associated with the property present no physical or health hazard of any kind unless otherwise noted in the report. It is further assumed that the lot does not contain any type of dump site and that there are no underground tanks (or any underground source) leaking toxic or hazardous chemicals into the groundwater or the environment unless otherwise noted in the report. If any problems of this nature are known to the appraiser(s) which, in the appraiser's opinion would create a significant problem, they are disclosed in this report. Nondisclosure should not be taken as an indication that such a problem does not exist, however. An expert in the field should be consulted if any interested party has questions on environmental factors. If it is found that any of the aforementioned is present, the value of the property may be adversely affected and a re-appraisal at additional cost will be necessary to estimate the effects of such.

Because no detailed inspection was made, and because such knowledge goes beyond the scope of this appraisal, any observed condition or other comments given in this appraisal report should not be taken as a guarantee that a problem does not exist. Specifically, no guarantee is made as to the adequacy or condition of the foundation, roof, exterior walls, interior walls, floors, heating system, air conditions system, plumbing, electrical service, insulation, or any other detailed construction matters. If any interested party is concerned about the existence, condition or adequacy of any particular item, we would strongly suggest that a construction expert be hired for a detailed investigation.

Appraisal Report Limitations
Appraisal reports are technical documents addressed to the specific technical needs of clients. Casual readers should understand that this report does not contain all of the information we have concerning the subject property or the real estate market. While no factors we believe to be significant but unknown to the client have been knowingly withheld, it is always possible that we have information of significance which may be important to others but which, with our limited acquaintance of the property and our limited expertise, does not seem to be important. On the other hand, appraisal reports are performed with a limited amount of data. Data limitations result from a lack of certain areas of expertise by the appraiser (that go beyond the scope of the ordinary knowledge of an appraiser), the inability of the appraiser to view certain portions of the property, the inherent limitations of relying upon information provided by others, etc.

Before relying on any statement made in this appraisal report, interested parties should contact the Appraiser(s) for the exact extent of the data collection on any point which they believe to be important to their decision making. This will enable such interested parties to determine whether they think the extent of our data gathering process was adequate for their needs or whether they would like to pursue additional data gathering for a higher level of certainty.

Appraisal Report - Taylor Fresh Foods Page 38
Opinions and estimates expressed herein represent the appraiser's best judgment but should not be construed as advice or recommendation to act. Any actions taken by you, the client, or any others should be based on your own judgment, and the decision process should consider many factors other than just the value estimate and information given in this report.

Appraisal reports made for lenders are technical documents specifically made to lender requirements.

Casual readers are cautioned about their limitations and cautioned against possible misinterpretation of the information contained in these reports.

Neither all nor any part of the contents of this report, especially any conclusions as to value or the identity of the appraiser or the firm to which appraiser is connected, shall be disseminated to the public for public communication purposes through advertising media, public relations media, news media, sales media or any other public means of communication, without the prior written consent and approval of the author.

The estimated market value, which is defined in the report, is subject to change with market changes over time. Value is highly related to exposure, time, promotional effort, terms, motivation, and conditions.

The value estimates consider the productivity and relative attractiveness of the property physically and economically in the marketplace as of the date of value.

The "Estimate of Market Value" in the appraisal report is not based in whole or in part upon the race, color or national origin of the present owners or occupants of the properties in the vicinity of the property appraised.

Acceptance of Appraisal Report
The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.

This appraisal is an estimate of value based on an analysis of information known to the Appraiser(s) at the time the appraisal was made. We do not assume any responsibility for incorrect analysis because of incorrect or incomplete information. If new information of significance comes to light, or if any conditions become apparent not previously known to the appraiser(s) which would affect the value of the property, the value given in this report is subject to change without notice and a re-appraisal at additional cost will be necessary.

Acceptance and/or use of this appraisal report by the client or any third party constitutes acceptance of the above conditions. Appraiser liability extends only to the stated client and not to subsequent parties or users, and the liability is limited to the amount of fee received by the appraisers(s).

Appraisal Report - Taylor Fresh Foods Page 39

ADDENDUM
Grant Deed of
Easement #1 - Public Utility Easement
APN 223-81-014 and 223-081-015
Taylor Fresh Foods, Inc. to City of Gonzales

Containing an area of 6,810 square feet, more or less.

This legal description was prepared by:

Lynn A. Kovach P.L.S. 5321
Dated: July 30, 2024

EXHIBIT VICINITY MAP
Not to scale
OF EASEMENT #1
NEW PUBLIC UTILITIES EASEMENT SITUATE WITHIN THE APN 223-061-023 Doc. #2002052187 RANCHO RINCON DE LA PUENTE DEL MONTE, BEING A Mann
V.23 CITIES&TOWNS P. 19 APN 020-021-050
PORTION OF LOTS 3 & 4, TRACT 1455 AS SHOWN ON
VOLUME 23 CITIES & TOWNS PAGE 19, LANDS OF TAYLOR Lot 5 Lot 4 Lot 3 Lot 2 Lot 1 AS DESCRIBED IN DOCUMENT #2018002279, Easement #1 Location

OFFICIAL RECORDS OF MONTEREY COUNTY
GONZALES, CALIFORNIA Katherine Street (A City Road 60' Wide) APN
223-081-016

LEGEND APN/ APNX APN APN
223-081-015 223-081-014 223-081-013 223-081-012

PROPERTY LINE

NEW TEMPORARY

CONSTRUCTION EASEMENT

EXISTING SANITARY SEWER

EASEMENT
Doc. #2018002279
PUBLIC UTILITIES EASEMENT Doc. #2018002290 New TCE
PROPOSED NEW PUBLIC APN 223-081-016 Taylor Fresh Foods Inc.

UTILITIES EASEMENT
Lot 5 APN 223-081-015 APN 223-081-014
PUE PUBLIC UTILITIES EASEMENT 23-C&T-19
Lot 4 Lot 3
TCE TEMPORARY CONSTRUCTION 23-C&T-19 23-C&T-19
EASEMENT Existing 20' wide
SS SANITARY SEWER EASEMENT SS Easement per
Doc. #2001025055 New 15' Easement #1
wide SS New 15' wide PUE
PREPARED BY:

POLARIS LAND SURVEYING
CARMEL VALLEY, CA 10' wide
831-659-9564 KATHERINE STREET
Existing PUE (A CITY ROAD 60' WIDE)
SCALE: 1" = 90' VIEW: TAYLOR PUE Per 23-C&T-19
DATE: 08-05-2024 JOB #20-129.02
FILE NAME: IWTF SS PLATS.DWG
Grant Deed of
Easement #3 - Sanitary Sewer Easement
APN 223-81-016
Taylor Fresh Foods, Inc. to City of Gonzales

A strip of land 15 feet in width, lying 7.5 feet on either side of the following described centerline:

COMMENCING at the northwesterly corner of said Lot 4; thence along the northerly line of said Lot 4, North 52° 27' 02" East, 31.12 feet to the POINT OF BEGINNING; thence departing said northerly line, crossing said Lot 4
1) South 38° 28' 11" East, 103.34 feet; thence
2) South 39° 00'04" East, 269.33 feet to a point on a New 15 foot wide Public Utility Easement and the end of said strip.

Containing an area of 5,590 square feet, more or less.

This legal description was prepared by:

Lynn A. Kovach P.L.S. 5321
Dated: July 30, 2024

EXHIBIT VICINITY MAP
Not to scale APN 223-061-023 Doc. #2002052187
OF EASEMENT #3
SANITARY SEWER EASEMENT SITUATE WITHIN V.23 CITIES&TOWNS P. 19 THE RANCHO RINCON DE LA PUENTE DEL MONTE Lot 5 Lot 4 Lot 3 Lot 2 Lot 1 APN 020-021-050 BEING A PORTION OF LOT 4, TRACT 1455, Easement #3 Location VOLUME 23 CITIES & TOWNS PAGE 19, LANDS OF
TAYLOR AS DESCRIBED IN DOCUMENT #2018002290
Katherine Street (A City Road 60' Wide)

OFFICIAL RECORDS OF MONTEREY COUNTY APN
223-081-016

GONZALES, CALIFORNIA APN/

APN APN APN
223-081-015 223-081-014 223-081-013 223-081-012
LEGEND
PROPERTY LINE POC РОВ

SANITARY SEWER EASEMENT
LIMITS OF NEW SANITARY Existing 20' wide
SEWER EASEMENT SS Easement per
EXISTING SANITARY SEWER Doc. #2001025055 New TCE

EASEMENT

PUBLIC UTILITIES EASEMENT

NEW TEMPORARY

CONSTRUCTION EASEMENT
APN 223-081-015 APN 223-081-014
CENTERLINE OF NEW SS Doc. #2018002290
Lot 4 Lot 3
COURSE # IN LEGAL DESCRIPTION APN 223-081-016 23-C&T-19 23-C&T-19

TCE TEMPORARY CONSTRUCTION EASEMENT
Lot 5
SS SANITARY SEWER EASEMENT 23-C&T-19
POB POINT OF BEGINNING New 15
New 15' wide PUE 10' wide Existing PUE Per 23-C&T-19
POC POINT OF COMMENCEMENT wide SS
PREPARED BY:

POLARIS LAND SURVEYING

CARMEL VALLEY, CA
831-659-9564
SCALE: 1"= 90 VIEW: TAYLOR SS
DATE: 08-05-024 JOB #20-129.02
FILE NAME: IWTF SS PLATS.DWG
Grant Deed of
Easement #2 - Temporary Construction Easement
APN 223-81-014, 223-081-015 and 223-81-016
Taylor Fresh Foods, Inc. to City of Gonzales

COMMENCING at the northerly corner said Lot 4; thence along the northerly line of said Lot 4, North 52° 27' 02" East, 6.12 feet to the POINT OF BEGINNING; thence continuing along said northerly line 1) North 52° 27' 02" East (shown as S 50°57'21" W on said map), 50.01 feet; thence departing said northerly line crossing said Lots 3 and 4
2) South 38° 28' 11" East, 102.83 feet; thence
3) South 39° 00' 04" East, 254.47 feet; thence
4) North 51° 18' 56" East, 400.56 feet; thence
5) South 42° 48' 28" East, 16.46 feet; thence
6) South 51° 31'15" West, 451.66 feet; thence
7) North 39° 00'04" West, 269.22 feet; thence
8) North 38° 28' 11" West, 103.86 feet to the POINT OF BEGINNING.

Containing an area of 0.57 acres, more or less.

This legal description was prepared by:

Lynn A. Kovach P.L.S. 5321
Dated: August 5, 2024

EXHIBIT VICINITY MAP
Not to scale APN 223-061-023 Doc. #2002052187
OF EASEMENT #2
TEMPORARY CONSTRUCTION EASEMENT SITUATE WITHIN V.23 CITIES&TOWNS P.19 THE RANCHO RINCON DE LA PUENTE DEL MONTE, Lot 5 Lot 3 Lot 2 Lot 1 BEING A PORTION OF LOTS 3 & 4, TRACT 1455, - Easement #2 Location VOLUME 23 CITIES & TOWYS PAGE 19, LANDS OF TAYLOR
AS DESCRIBED IN DOCUMENT #2018002279,
Katherine Street (A City Road 60' Wide)

OFFICIAL RECORDS OF MONTEREY COUNTY
APN
GONZALES, CALIFORNIA 223-081-016

APN APN APN APN
223-081-015 223-081-014 223-081-013 223-081-012
LEGEND
POC

PROPERTY LINE POB
NEW TEMPORARY Doc. #2018002279
CONSTRUCTION EASEMENT Taylor Fresh foods in.

LIMITS OF NEW TEMPORARY
CONSTRUCTION EASEMENT Existing 20' wide
APN 223-081-015 APN 223-081-014
EXISTING SANITARY SEWER SS Easement per
EASEMENT Doc. #2001025055 Lot 4
Lot 3
PUBLIC UTILITIES EASEMENT 23-C&T-19 23-C&T-19
APN 223-081-016
COURSE # IN LEGAL DESCRIPTION New 15'
Lot 5
TCE TEMPORARY CONSTRUCTION EASEMENT 23-C8T-10 wide SS

SANITARY SEWER EASEMENT
POB POINT OF BEGINNING Doc. #2018002290 10' wide Existing PUE Per 23-C&T-19 Easement #2 New 15' wide PUE

POC POINT OF COMMENCEMENT
New TCE
PREPARED BY:

POLARIS LAND SURVEYING

CARMEL VALLEY, CA
831-659-9564

KATHERINE STREET
SCALE: 1" = 100' VIEW: TAYLOR TCE (A CITY ROAD 60' WIDE) DATE: 08-05-2024 JOB #20-129.02
FILE NAME: IWTF SS PLATS.DWG
PIINI

REALT Y

QUALIFICATIONS OF THE APPRAISER
John Piini has been engaged in the real estate business since 1975. From 1975 to 2008 the majority of real estate activity was in appraising and since 2008 he has been active in both real estate appraisals and brokerage. The majority of appraisal assignments involve acreage and agricultural properties prepared for attorneys, land trusts and property owners throughout Monterey, San Benito, and southern Santa Cruz and southern Santa Clara Counties. He is qualified as an expert witness in the Superior Courts of Monterey, San Benito, Santa Cruz and Santa Clara Counties.

Academic Background
Formal Education
University of California, Los Angeles, BA degree -1974
Appraisal Education
Mr. Piini obtained his MAI designation from the American Institute of Real Estate Appraisers in 1983 after completing the required courses, examinations and experience review requirements.

Since 1983, John Piini has completed a number of appraisal courses and seminars and is current with Appraisal Institute's continuing education requirement.

Professional Experience
1975 - 1983 Associate appraiser with Joe Piini, MAI
1983 - 2008 Part owner of Piini Realty, a family owned and operated real estate firm involved in appraising, brokerage, development and management. 2008 - present Upon the retirement of Jim Piini, John Piini became the sole owner of Piini Realty, which is a full service real estate firm providing appraisal, brokerage and property management services. In 2008, John Piini obtained his California Brokers license and his real estate activity focuses primarily on appraising and marketing agricultural properties.

Appraisal Assignments
The majority of assignments pertain to the valuation of agricultural and acreage properties for a variety of purposes including estate planning, conservation easements, trust management and financial lending. Valuations of commercial, industrial special-use, residential and development properties are also performed.

Professional affiliation and memberships
MAI - Member of the Appraisal Institute - Certification Number 6708 California Certified General Real Estate Appraiser - OREA # AG005214 California Licensed Real Estate Broker - DRE # 00542238 Monterey County Board of Realtors
263 Lincoln Ave., Salinas, CA 93901 | TEL 831-422-5327 | FAX 831-422-8280 | PiiniRealty.com

QUALIFICATONS OF THE APPRAISER
Greg Piini, MAI has been engaged in the real estate business since 2000. Over this period of time, Greg has focused on both real estate appraisal and property management.

Academic Background
Formal Education
Hillsdale College, Hillsdale, Michigan. Bachelor of Arts in Finance, 2000 Appraisal Education
Appraisal Institute - 2001 through current. Beginning in 2001, Greg began taking appraisal classes with the Appraisal Institute and has continued taking classes and seminars over the years. Greg is current with the continuing education requirements of the BREA and the Appraisal Institute.

Professional Experience
Pini Realty, Inc.
2000 - 2019 During the first nine years, Greg worked as an associate appraiser with John W. Piini, MAl. In 2009, Greg obtained his Certified General Real Estate Appraisal License, and in 2016, he completed the requirements to obtain the MAI designation of the Appraisal Institute. 2019 - Current In 2019, Greg became part owner of Piini Realty-a family owned and operated real firm involved in appraising, brokerage,
development and management.

Appraisal Assignments
The majority of appraisal assignments involve acreage, agricultural, commercial and industrial properties located in Monterey, Santa Cruz, San Benito and Santa Clara Counties.

The appraisals are prepared for a variety of clients that range from attorneys, land trusts, government agencies, and property owners for a variety of purposes that include estate planning, conservation easements, trust management, and financial lending.

Professional affiliation and memberships
Appraisal Institute
California Certified General Real Estate Appraiser - BREA # AG044270 California Licensed Real Estate Salesperson - BRE # 01294279 Monterey County Board of Realtors
Memorandum of Understanding
Taylor Fresh Foods, Inc., a Delaware corporation ("Taylor") owns that certain real property commonly reterred to as APN 223-081-014 and APN 223-081-015, in the City of Jonzales ("Property"). The City of Gonzales ("City") has requested a permanent easement to operate, maintain, repair, enlarge, replace public utilities and appurtenances within a portion of the Property more particularly described in Exhibit A and depicted on the site plan attached hereto as Exhibit B.

1. Right of Entry: Easements. Taylor shall grant to City a Right of Entry (in the form of Exhibit C), a Temporary Construction Easement ("TCE") (in the form of Exhibit D), a Sanitary Sewer Easement ("SSE") (in the form of Exhibit E), and a Public Utilities Easement (PUE") (in the form of Exhibit G), (collectively Easement Agreements and Right of Entry").

Additional Consideration for Easement Agreements and Right of Entry. In addition to the consideration referenced in the Easement Agreements and Right of Entry, City shall schedule and attend recurring meetings with Taylor to provide an update on the status of the construction of the City's Industrial Wastewater Project. This information will facilitate Taylor's forward planning of its wastewater treatment facility.

Project Updates. At the recurring meetings, city shall present information regarding the construction of the Industrial Wastewater project, rehabilitation of the existing Wastewater Treatment Plant, and the status of allocations of wastewater from both the construction of the Industrial Wastewater project and rehabilitation of the existing Wastewater Treatment Plant.

Scheduling of Meeting: Attendees. The meetings shall commence in January 2025 and reoccur on the earlier of (i) development of new information regarding the availability of wastewater or (11) six (6) months following the preceding meeting. Scheduling of the meetings call bet on or Phase of che indistia Wasted Ter or and ehabil ation of the to wing.

5. Notices:

Notices to the City shall be sent to:

City of Gonzales
Director of Public Works
PO Box 647
147 Fourth Street
Gonzales, CA 93926
1 Notices to Taylor shall be sent to:

John Mazzei
Taylor Fresh Foods
150 Main Street, Suite 400
Salinas CA 93901
With a copy to:

Anthony Lombardo
Anthony Lombardo & Associates
144 W Gabilan Street
Salinas, CA 93901
Governing Law. This Memorandum of Understanding shall be governed by the laws of the State of California.

Severability. If any provision of this Memorandum of Understanding is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions.

8. Remedies. In the event of any breach or threatened breach of any provision of this Memorandum of Understanding, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Memorandum of Understanding shall be cumulative and in addition to any rights or remedies available at law or in equity.

Counterparts. This Memorandum of Understanding may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such ignature page is attached to any other counterpart identical thereto except having additiona gnature pages executed by other parties to this Memorandum of Understanding attached theret Cost of Enforcement. If any legal or equitable action or proceeding is instituted by one party against the other to enforce or interpret any provision of this Memorandum of Understanding, the party prevailing in such action shall be entitled to recover from the losing party all of its costs of suit, including, but not limited to, reasonable attorneys' fees awarded by the court This Memorandum of Understanding shall be effective as of this day of 2024.
[Signatures appear on the following pages]
2 CITY OF GONZALES OWNER: Taylor Fresh Foods, Inc.

By: By:

Carmen Gil, City Manager
3

Gonzales City CouncilOctober 21, 2024

Gonzales City Council
October 21, 2024