Grass Valley City Council
December 10, 2024

GRASS VALLEY
City Council Regular Meeting, Capital Improvements Authority and Redevelopment "Successor Agency"
Tuesday, December 10, 2024 at 6:00 PM
Council Chambers, Grass Valley City Hall | 125 East Main Street, Grass Valley, California Telephone: (530) 274-4310 – Fax: (530) 274-4399
E-Mail: [email protected] Web Site: www.cityofgrassvalley.com AGENDA
Any person with a disability who requires accommodations to participate in this meeting should telephone the City Clerk’s office at (530)274-4390, at least 48 hours prior to the meeting to make a request for a disability related modification or accommodation.

Mayor Jan Arbuckle, Vice Mayor Hilary Hodge, Councilmember Bob Branstrom, Councilmember Haven Caravelli, Councilmember Tom Ivy

MEETING NOTICE
City Council welcomes you to attend the meetings electronically or in person at the City Hall Council Chambers, located at 125 E. Main St., Grass Valley, CA 95945. Regular Meetings are scheduled at 6:00 p.m. on the 2nd and 4th Tuesday of each month. Your interest is encouraged and appreciated.

This meeting is being broadcast “live” on Comcast Channel 17 by Nevada County Media, on the internet at www.cityofgrassvalley.com, or on the City of Grass Valley YouTube channel at https://www.youtube.com/@cityofgrassvalley.com
Members of the public are encouraged to submit public comments via voicemail at (530) 274-4390 and email to [email protected]. Comments will be reviewed and distributed before the meeting if received by 5pm. Comments received after that will be addressed during the item and/or at the end of the meeting. Council will have the option to modify their action on items based on comments received. Action may be taken on any agenda item.

Agenda materials, staff reports, and background information related to regular agenda items are available on the City’s website: www.cityofgrassvalley.com. Materials related to an item on this agenda submitted to the Council after distribution of the agenda packet will be made available on the City of Grass Valley website at www.cityofgrassvalley.com, subject to City staff’s ability to post the documents before the meeting.

Please note, individuals who disrupt, disturb, impede, or render infeasible the orderly conduct of a meeting will receive one warning that, if they do not cease such behavior, they may be removed from the meeting. The chair has authority to order individuals removed if they do not cease their disruptive behavior following this warning. No warning is required before an individual is removed if that individual engages in a use of force or makes a true threat of force. (Gov. Code, § 54957.95.)

City of Grass Valley, CA AGENDA December 10, 2024
Council Chambers are wheelchair accessible and listening devices are available. Other special accommodations may be requested to the City Clerk 72 hours in advance of the meeting by calling (530) 274-4390, we are happy to accommodate.

CALL TO ORDER

PLEDGE OF ALLEGIANCE

ROLL CALL
AGENDA APPROVAL - The City Council reserves the right to hear items in a different order to accomplish business in the most efficient manner.

REPORT OUT OF CLOSED SESSION

INTRODUCTIONS AND PRESENTATIONS

1. Presentation of the 2024 Mayors Award
PUBLIC COMMENT - Members of the public are encouraged to submit public comments via voicemail at (530) 274-4390 and email to [email protected]. Comments will be reviewed and distributed before the meeting if received by 5pm. Comments received after 5pm will be addressed during the item and/or at the end of the meeting. Council will have the option to modify their action on items based on comments received. Action may be taken on any agenda item. There is a time limitation of three minutes per person for all emailed, voicemail, or in person comments, and only one type of public comment per person. Speaker cards are assigned for public comments that are on any items not on the agenda, and within the jurisdiction or interest of the City. Speaker Cards can be pulled until the opening of public comment at which time sign ups will no longer be allowed.

These cards can be found at the City Clerks desk. If you wish to speak regarding a scheduled agenda item, please come to the podium when the item is announced. When recognized, please begin by providing your name and address for the record (optional). Thirty minutes of public comment will be heard under this item in order of the speaker card assigned and the remaining general public comments will be heard at the end of the meeting. We will begin with number one.

CONSENT ITEMS -All matters listed under the Consent Calendar are to be considered routine by the City Council and/or Grass Valley Redevelopment Agency and will be enacted by one motion in the form listed. There will be no separate discussion of these items unless, before the City Council and/or Grass Valley Redevelopment Agency votes on the motion to adopt, members of the Council and/or Agency, staff or the public request specific items to be removed from the Consent Calendar for separate discussion and action but Council action is required to do so (roll call vote).Unless the Council removes an item from the Consent Calendar for separate discussion, public comments are invited as to the consent calendar as a whole and limited to three minutes per person.

2. Approval of the Regular Meeting Minutes of November 26, 2024 Recommendation: Council approve minutes as submitted.

3. Confirming the purchase of properties at 110 Springhill Drive (APN’s 009-720-035, 009- 720-036, 009-720-037, and 009-720-038) for $995,000
CEQA: Categorically Exempt - Section 15301 of CEQA Guidelines (Existing Facilities) Recommendation: That Council 1) approve the purchase agreement with Lewis Family Trust for the properties at 110 Springhill Drive (APN’s 009-720-035, 009-720-036, 009-

City of Grass Valley, CA AGENDA December 10, 2024
720-037, and 009-720-038), subject to legal review; 2) approve the purchase amount of $995,000, 3) authorize the City Manager to sign all real estate documents required to complete the purchase with Lewis Family Trust, subject to legal review and the Planning Commission finding that this land purchase is in compliance with the City’s General Plan; and 4) approve the Finance Director to make the necessary budget adjustments and transfers to complete these actions.

4. Loma Rica Ranch – Accept Open Space Dedication and M1 Zone parcel CEQA: Not a Project pursuant to Government Code §21065 because the land dedication will not cause a physical change in the environment Recommendation: That Council 1) accept a Grant Of Open Space Land (“Agreement”) across portions of the Loma Rica Ranch property and 10 Acres of M1 adjacent to Brunswick Road, 2) authorize the City Manager to execute any necessary agreements for the land dedication to the city, subject to results of an Environmental Site Assessment, the Planning Commission’s finding that this land purchase is in compliances with the City’s General Plan, and subject to legal review and 3) authorize the City Clerk to sign the Certificate of Acceptance for the grant deed.

5. Prefabricated Restrooms – Approve Purchase Agreements CEQA: N/A – Not A Project
Recommendation: That Council 1) approve the purchase of three prefabricated restrooms from Public Restroom Company, 2) authorize the City Engineer to execute purchase agreements with Public Restroom Company in the amount not to exceed $240,000 per installed turnkey structure, subject to legal review, and 3) authorize the Finance Director to execute the necessary budget transfer of Measure E funds to fully fund the purchases.

6. HSIP Pedestrian Crossing Improvements Project – Final Acceptance CEQA: N/A – Project is Complete
Recommendation Motion: That Council: 1) accept the HSIP Pedestrian Crossing Improvements Project as complete, and 2) authorize the City Engineer to file a Notice of Completion with the County Recorder.

7. Second reading of Ordinance No. 78- Municipal Code Section 8.16 Fire Control Regulations
CEQA: Not a project
Recommendation: That Council: 1) hold a second reading by title only and adopt NonUrgency Ordinance 78 – 8.16 Fire Control Regulations

8. Staffing allocation and job description adoption
CEQA: Not a project
Recommendation: That the Council: (1) adopt the attached job descriptions and associated salary schedules; (2) authorize the filling of job classes as presented; and (3) direct the Finance Director to make necessary budget adjustments.

ITEMS REMOVED FROM CONSENT CALENDAR FOR DISCUSSION OR SEPARATE ACTION AND /

OR ANY ADDED AGENDA ITEMS

City of Grass Valley, CA AGENDA December 10, 2024

REORGANIZATION RELATED ITEMS

PUBLIC HEARING

REORGANIZATION RELATED ITEMS

9. Canvass and Statement of Results for the November 5, 2024 General Municipal Election.

CEQA: Not a project
Recommendation: Adopt Resolution No. 2024-83, finding and declaring the results of the November 5, 2024 General Municipal Election.

At this time, Council Member Branstrom will vacate his seat at the dais, and Council Member Arbuckle and Ivy will step down for their swearing-in.

10. New Council Member Installation – Jan Arbuckle, Joe Bonomolo, & Tom Ivy CEQA: Not a project
Recommendation: The City Clerk will administer the oath of office to newly elected Council Members Jan Arbuckle, Joe Bonomolo, and Tom Ivy for a four-year term commencing December 10, 2024, and continuing through December 12, 2028, or until their successor is elected and the election has been certified.

At this time, Council Member Arbuckle, Council Member Bonomolo, and Council Member Ivy will take seats at the dais.

11. Council Reorganization - Selection of Mayor and Vice Mayor CEQA: Not a project
Recommendation: The City Clerk should conduct the election of the Mayor. The City Clerk will then turn the meeting over to the new Mayor, who will conduct the election of the Vice Mayor.

BRIEF REPORTS BY COUNCIL MEMBERS

CONTINUATION OF PUBLIC COMMENT

ADJOURN

POSTING NOTICE
This is to certify that the above notice of a meeting of the City Council, scheduled for Tuesday, December 10, 2024, at 6:00 PM, was posted at city hall, easily accessible to the public, as of 5:00 PM Friday, December 6, 2024.
________________________
Taylor Whittingslow, City Clerk

GRASS VALLEY
City Council Regular Meeting, Capital Improvements Authority and Redevelopment "Successor Agency"
Tuesday, November 26, 2024 at 6:00 PM
Council Chambers, Grass Valley City Hall | 125 East Main Street, Grass Valley, California Telephone: (530) 274-4310 – Fax: (530) 274-4399
E-Mail: [email protected] Web Site: www.cityofgrassvalley.com

MINUTES

CALL TO ORDER
The meeting was called to order at 6:02 pm.

PLEDGE OF ALLEGIANCE
Mayor Arbuckle led the pledge of allegiance.

ROLL CALL

PRESENT
Councilmember Haven Caravelli
Councilmember Tom Ivy
Vice Mayor Hilary Hodge
Mayor Jan Arbuckle
ABSENT
Councilmember Bob Branstrom

AGENDA APPROVAL -
Staff requested that item #6 (Staffing allocation and job description adoption) be removed for discussion at a later date.

Motion to approve consent with the noted changes by Councilmember Caravelli, Seconded by Vice Mayor Hodge.

Voting Yea: Councilmember Caravelli, Councilmember Ivy, Vice Mayor Hodge, Mayor Arbuckle

REPORT OUT OF CLOSED SESSION
Nothing to report out of closed session.

INTRODUCTIONS AND PRESENTATIONS

1. Wreaths Across America Proclamation

PUBLIC COMMENT -

Item # 2.

City of Grass Valley, CA MINUTES November 26, 2024
Virtual public comment attached.

In-person comments: Public sign-up speakers 1 - 4

CONSENT ITEMS -
Motion made to approve consent by Vice Mayor Hodge, Seconded by Councilmember Caravelli.

Voting Yea: Councilmember Caravelli, Councilmember Ivy, Vice Mayor Hodge, Mayor Arbuckle

2. Approval of the Regular Meeting Minutes of November 12, 2024.

Recommendation: Council approve minutes as submitted.

3. Close City Hall to the Public the week of 12/23-12/27 CEQA: Not a project
Recommendation: That Council approves the motion to close the City Hall office to the public during the week of Christmas (12/23-12/27) and resume normal operating hours on Monday, December 30th, to allow for flexible staff schedules during this period.

4. A Resolution Adopting Rosenburg’s Rules of Order (2011) CEQA: Not a project
Recommendation: That Council adopt Resolution 2024-81 to establish simplified rules of procedure for meetings of the Council, committees, boards, and commissions of the City.

5. Electronic and Digital Signature Policy
CEQA: Not a project
Recommendation: The Council should adopt Resolution 2024-82, establishing a policy authorizing the execution of the city documents under the Uniform Electronic Transactions Act (UETA) to allow the city to balance flexibility with the need for signature security and integrity.

6. Staffing allocation and job description adoption
CEQA: Not a project.

Recommendation: That the Council: (1) adopt the attached job descriptions and associated salary schedules; (2) authorize the filling of job classes as presented; and (3) direct the Finance Director to make necessary budget adjustments.

ITEMS REMOVED FROM CONSENT CALENDAR FOR DISCUSSION OR SEPARATE ACTION AND /

OR ANY ADDED AGENDA ITEMS

REORGANIZATION RELATED ITEMS

PUBLIC HEARING

7. Amendments to the Waste Management Franchise Agreement tied to state-mandated implementation of SB 1383, AB 341, and AB 1826 (Recycling and Organic Waste programs)

Item # 2.

City of Grass Valley, CA MINUTES November 26, 2024
CEQA: Not a project.

Recommendation: That Council adopt a resolution amending agreement between the City of Grass Valley and Waste Management for solid waste collection.

Zac Quentmeyer, Deputy Public Works Director, gave the council an overview of the agreement.

Public comment: Robin Davis, Sherly, Shirley
Motion to adopt a resolution amending agreement between the City of Grass Valley and Waste Management for solid waste collection by Councilmember Caravelli, Seconded by Vice Mayor Hodge.

Voting Yea: Councilmember Caravelli, Councilmember Ivy, Vice Mayor Hodge, Mayor Arbuckle

8. Fee schedule amendment for solid waste collection rates for services provided by Waste Management.

CEQA: Not a project.

Recommendation: That Council 1) hold a public hearing, 2) consider public testimony and a tabulation of protest, and 3) adopt a resolution amending solid waste collection rates for the agreement between the City of Grass Valley and Waste Management.

Zac Quentmeyer, Deputy Public Works Director, gave an overview to the Council.

Public Comment: Sherly
Motion to 1) hold a public hearing, 2) consider public testimony and a tabulation of protest, and 3) adopt a resolution amending solid waste collection rates for the agreement between the City of Grass Valley and Waste Management by Vice Mayor Hodge, Seconded by Councilmember Caravelli.

Voting Yea: Councilmember Caravelli, Councilmember Ivy, Vice Mayor Hodge, Mayor Arbuckle

ADMINISTRATIVE

9. E Daniels Park Potential Partnership with the Nevada County Library CEQA: Not a Project
Recommendation: That Council 1) consider the concept of a partnership with the Nevada County Library for upgrading and using E. Daniels Park; and 2) authorize the City Manager to negotiate an agreement with the Nevada County Library for the use of E. Daniels, subject to City Council approval at a later date.

Tim Kiser, City Manager, gave an overview to the Council.

Public Comment: Robin Davis, Lisa Swarthout
Motion to 1) consider the concept of a partnership with the Nevada County Library for upgrading and using E. Daniels Park; and 2) authorize the City Manager to negotiate an agreement with the Nevada County Library for the use of E. Daniels, subject to City Council approval at a later date by Vice Mayor Hodge, Seconded by Councilmember Caravelli.

Item # 2.

City of Grass Valley, CA MINUTES November 26, 2024
Voting Yea: Councilmember Caravelli, Councilmember Ivy, Vice Mayor Hodge, Mayor Arbuckle

BRIEF REPORTS BY COUNCIL MEMBERS
Councilmember Ivy attended a Pioneer Energy Meeting and wants to have a conversation about firewise communities. Councilmember Caravelli met with the Arts Council, ERC board meeting, and Tim DeMartini regarding RV carb compliance. Vice Mayor Hodge spoke with the Nevada County Leadership Institute and choir practices. Mayor Arbuckle attended the Tree Lighting Ceremony and Holiday Market, Nation League of Cities conference, GVAD, and Chamber retreat, meeting with the County, and had her last Monday with the Mayor Meeting.

ADJOURN
The meeting adjourned at 7:33 pm.
____________________________ ______________________________ Jan Arbuckle, Mayor Taylor Whittingslow, City Clerk
Adopted on:__________

Item # 2.

Item # 2.

City of Grass Valley
City Council
Agenda Action Sheet
Title: Confirming the purchase of properties at 110 Springhill Drive (APN’s 009-720- 035, 009-720-036, 009-720-037, and 009-720-038) for $995,000 CEQA: Categorically Exempt - Section 15301 of CEQA Guidelines (Existing Facilities) Recommendation: That Council 1) approve the purchase agreement with Lewis Family Trust for the properties at 110 Springhill Drive (APN’s 009-720-035, 009-720-036, 009- 720-037, and 009-720-038), subject to legal review; 2) approve the purchase amount of $995,000, 3) authorize the City Manager to sign all real estate documents required to complete the purchase with Lewis Family Trust, subject to legal review and the Planning Commission finding that this land purchase is in compliance with the City’s General Plan; and 4) approve the Finance Director to make the necessary budget adjustments and transfers to complete these actions.

Prepared by: Tim Kiser, City Manager
Council Meeting Date: 12/10/2024 Date Prepared: 12/04/2024 Agenda: Consent
Background Information: The purpose of this property purchase is to accommodate a future vehicle maintenance facility for City vehicles, including fire engines, police vehicles, and other municipal fleet assets. The building is particularly suited for maintaining fire apparatus due to its high ceilings and oversized doors.

Acquiring this property eliminates the need for the City to construct a new mechanics facility as part of the planned corporation yard at Freemen Lane, a project previously estimated to cost over $1.3 million. By purchasing an existing building, the City anticipates saving several hundred thousand dollars.

The City offered the listing price of $995,000 for the property located at 110 Springhill Drive, which includes parcels APN 009-720-035, 009-720-036, 009-720-037, and 009- 720-038. The property owner, the Lewis Family Trust, accepted the offer. Following direction from the City Council to negotiate based on the listing price, City staff and the property owner finalized the draft sale agreement (attached), subject to legal review.

This purchase is subject to legal review and the Planning Commission determining that this purchase aligns with the City’s General Plan.

Council Goals/Objectives: This project supports tasks towards achieving/maintaining Strategic Plan – Economic Development and City Infrastructure Investment.

Item # 3.

Fiscal Impact: Funding for this purchase will come from the City’s Special Project Funds ($800,000) and City’s Corporation Yard Fund ($195,000).

Funds Available: Yes Account #: Varies
Reviewed by: City Manager
Attachments: Draft Contract

Item # 3.

Dated Decelllrer 3, 2024
AIRCRA
Buyer
11 Citsv of Grass Vaflev ("Buyer")
Closing Date") lo be held by Placer Titfe Company, Grass Va1lev ("Escrow Holder")whose address is 380 sr.erra Colleoe Dr, ste 100, crass vallev, cA 95945 See PalaqraDh 26A !e Expected closinq Date. (530r 477 - 1342 t530\41't-624'l
upon the terms and condllions set forth in this agreelrlent ('!Agreement") Buyer shall have lhe right to assign Buye/s rights hereunder, but any such assignment shall not relieve Buyer of Buyer's obligations herein unless Seller expressly releases Buyer. 1 2 The term "Oate of Agreement" as used herein shall be the date when by execulion and delivery (as defined in paragraph 20.2) of this document or a subsequent counteroffer thereto, Buyer and Seller have reached agreement in writing whereby Seller agrees to sell, and Buyer agrees to purchase, lhe Property upon t€rms accepted by both Parties

2. Property.
2 1 The real property ("Prope.ty") that is the subjecl of this offer consisls of (insert a bri€f phyecal description) Pou! contiquous Iiqht industliaL condominiurns of +-1,975 sF each, totalinq +-7,904 SF knorn as Units 10-13. is iocated in the County ot
Dr.

Nevada is commonly known as (street address, city, state, zip) 110 sprinq HiII Grass va11ew 95945
and is legally described as APNS 009-720-035, 009-720-036, OO9-720-O3't E 009-720-038 delection systems: carpets: wrndow coverings: wall covenngsi and

2.2 lf the legal descriplion oI lhe Property is nol complete or is inaccurale. this Agreement shall not be invalid and the legal description shall be compleled or corrected to meet the requraements of Place! title or le]-ated undelxliter ("Title Company"), which shall issue the litle policy hereinafter described.

2.3 The Properly includes, al no additional cost to Buyer. the perman€nt improvemenls thereon. including those items which pursuant lo applicable law are a part of the property, as well as the following items. if any. owned by Seller and at preseni localed on the P.operty: eleckical distribution systems (power panel. bus ducling. conduits. disconnecls. lighling fxtures)t telephone distribution systems (lines. jacks and conneclions only)i space heatersi heating. ventilating. air condilioning equipmenl ("HVAC"): air linest fire sprinkler syslems: security and fire

2.4 The fire spflnkler monitor: E rs owned by Seller and rncluded in the Purchase Pnce. E rs leased by Seller. and Buyer wrll need to negotiale a new lease wdh lhe fire moniloring company ! ownership will be determined dunng Escrow. or ! trere rs no lre spnnkler monilor

2.5 Except as provrded rn Paragraph 2.3, the Purchase Pnce does not rnclude Seller's personal property, furnrture and furnrshrngs, and all of which shall be removed by Seiler prior to Closing

3. Purchase Price,

3.1 The purchase pnce ("Purchase Price") lo be paid by Buyer to Seller for lhe Property (Slnke I not appliceble)
shall be $ 995,000 .00
995 000. 00
(a) Cash down paymenl. including the Deposit as defned in paragraph 4 3 (or if an all cash trahsaclion, the Purchase Pnce): $
1-t o,,y^..H-r'-L^ ln,^,^ 1!^ or^p^iy.,ihie^| r^ ^^;/^. a-.,iE^,a^.^r^s.i^g ^",.r-g i^^/(.) ^i lrust ( 'Etisting Oeed(s) ot Trust") secunng the exrstrng prom ssory nole(s) ( 'Erasting Note(s)') PAGE 1 OF 11

INITIALS INITIALS
OFA-20.30. Revised 10-'13-2022
Spflog rlill I l{)
O2019 AIR CRE. All Rights Reserved.

IIi8Lliod ( onim.rcial. lnc.. I l:too Willd! V!ll.v Roa.l Nc!ada ( irv CA 95951) Phon.:5lo.l?0l?-r0 |){: 5.i0.17009xr) La.hlan Rr.hards
Produced rnh apFdno by rpLogr 14070FnenM r Rosd F€* MrhqEn 44025 14i1!-!pl.a9q-es4 contracts

STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS

FOR PURCHASE OF REAL ESTATE
(Non-Residential)
hereby offers to purchase the real propedy. hereinafler described, trom th€ owner thereof ("Seller") (coll€ctively. the "Parties" or individually. a "Party"). through an escrow ("Escrow") to close 30 or -_Jll:A_ days afler the waiver or salisfaction of lhe Buyer's Contingencies. ("Erpecled . Facsimile No
)
(colleclively. the "lmprovements")
(5+ \res_t .f "il.ty Lc._".. Ccl__C'- p...g..p'r 5 '| ''._yi $

Item # 3.

Said First Note is payab e at 5
including interest al the rale of
entire unpard balance rs due on
o/o per annum unlil paid (and/or the
).
per month
Said Second Note is payable at S
rncluding hteresl at the rale of
entire unpaid balance is due on
o/o per annum until pard (and/or lhe
N^1."1 Ln rhe rm.rnl ^f
Total P!rchase Price 5 995 000.00

3.2 lf Buyer is laking tille to the Property subject to. or assuming. an Exisling oeed of Trust and such deed of trust permits the beneflciary to demand payment of tees including. bul not limitod lo, points processing fees. and appraisal fees as a condilion to the transfer ot the Property.

Buyer agrees lo pay such foes up lo a maximum of 1.5olo oflhe unpaid principal balance of the applicable Existing Note. 4- Deposits41 E Buyer has delivered to Broker a chock in the sum of $ payable to Escrow Holder. to be delivered by Broker to Escrow Holder within 2 or _ business days after both Parlies have executed this Agreement and th€ execuled Agreemenl has been delivered to Escrow Holder. !I El within 2 or
-3_
business days after both Parties have executed this Agreement and the executed Agreem€nl has been delivered lo Escrow Holder Buyer shall deliver to Escrow Holder a check in the sum of $ 2ll!!l]l]lJlll-- lf said check is not recelved by Escrow Holder within said time p€riod lhen Seller may e ecl to unilaterally lerminate this transachon by giving writl€n nolice of such election to Escrow Holder whereupon neither Party shall have any further liability to the other under this Agreement. Should Buyer and Seller not enter into an agreemenl for purchase and sale Buyer's check or funds shell. upon request by Buyer. be promptly returned lo Buyer
4 2 Addrtional depoets:
(a) Within 5 business days afrer the Date ot Agreemenl. Buyer shall deposit with Escrow Holder the additional sum of s to be applied lo lhe Purchase Price at the Closrng
(b) Within 5 business days afler lhe contingencres d scussed in paragraph 9 1 (a) through (m) are approved or waived Buyer shall deposil with Escrow Holder the add ronalsunr of S lo be applied lo lhe Purchase Price at lhe Closing (c) lf an Additional Deposit is not received by Escrow Holder within the time period provided then Seller may notify Buyer. Escrow Holder. and Brokers, in w ling thal, unless the Additional Deposit is recerved by Escrow Holder within 2 business days followhg said notice. the Escrow shall be deemed l€rminated withoul further notice or inskuclions. 43 Escrow Holder shall deposit the funds clepos(ed with it by Buyer pursuanl to paragraphs 4.1 and42 (collectively the'Oeposit"). in a Slate or Federally chartered bank in an interest bearing account whose term is appropriale and consislent with the timing requirements of thls transaclion. The interest therelrom shall accrue to the benellt of Buyer. who hereby acknowledges lhat there may be penallies or inlerest forfeilures if the applicable instrumenl is redeemed prior to ils specified maturity Buyeas Federal Tax ldentillcation Number rs NOTE Such interest bearing account cannot be opened unlil Buyer's Federal Tax ld€ntilication Number is provided.

4.4 Notwithstanding the loregoing. w{hrn 5 days afler Escrow Holder recerves the monies descnbed rn paragraph 41 above. Escrow Holder shall release $100 of said monies to Seller as and for independent consideration for Sellels' execution of lhis Agreement and the granting of the conlingency period to Buyer as herein provded Such independent consideration is non-refundable to Buyer but shall be credited to the Purchase Price in the event thal the purchase of the Properly is compl€ted

4.5 Upon waiver of all of Buyer's contingencies ih€ Deposil shall become non-refundable bul applicable to the Purchase Price oxcept in the event of a Seller breach. or in the evenl lhal the Escrow is terminated pursuant to lhe provisions of Paragraph I 1(n) (Destruction. Damage or Loss) or I 1io) ([4aterial Change)

5. Financinq Continqeocv. (Slrike 1l not aoDlicable)
5 1 This offer ls conlingent upon Blyer obtaining from an insurance company, financial rnslituton or olher lender, a commilment lo lend to Buyer a sum equal to al least % of lhe Purchase Price. on lerms accepiable to Buyer Slch loan ("New Loan") shall be secured by a first deed of trust or mortgage on lhe Property lf this Agreement provides for Seller lo carry back junior tinancing. then Seller shall have the right to approve lhe lerms of the New Loan Seller shall have 7 days followiflg receipt of the commitmenl sefting forth the proposed lems of the New Loan to approve or disapprove of such proposed terms It Seller tarls lo notrfy Escrow Holder. in wnting, of the disapproval within sard 7 days rl shall be conclusrvely presumed that Seller has approved lhe terms of the New Loan 5 2 lf Buy€. shall taal to notafy its Broker. Escrow Holder and Seller, in writing within days tollowing the Oate ol Agreement, thal the New Loan has not been obtained, it shall be conclusively presumed that Buyer has either obtained said l{ew Loan or has waived this New Loan continqency.

5.3 lf Euyer shall nolify its Broker. Escrow Holder and Seller. rn wnting. within the tme specified rn paragraph 5.2 hereof, lhat Buyer has not obtained said New Loan. this Agreement shall be terminaled and Buyershall beentilledlothe prompt return ofthe Oeposit. plus any interest earned lhereon. less only Escrow Holder and Title Company cancellation fees and costs. which Buyer shall pay. 6 Seller Financind rPurchase nev N.te\ /Stnl. ,f,6t a^^li.able\ 6 1 lf Seller approves Buyer's financ'als (see paragraph 6 5) the Purchase l\4oney Note sha I provide for interest on unpard pnncipal at lhe rate of _
o/o per annum. with principal and interest paid as follows PAGE 2 OF 11

INITIALS INITIALS
O 2ol9 AIR CRE. All Rights Re3erved. OFA-20.30, Revised 10.13'2022 ftoduced qth.pFdm@ by zrpLoEr 18070 F ten Mrr6 Road. Fraer Mchqan a4026 !44!/!I0grroo spring Hill llt) (C\9uy?..\a'g,'^S?Lre.aCc?:rr',,r!l"P.req.s.tlon.yA..CcfTre_t"Ie^lL?prepertyttc <o."ro tho .r.m'.c^nl n^i. .f R rv.r l. qclar .r6!.ihe.l Ln l.r.gr.fh A l"p',r.h1s. M^n.y )

Item # 3.

The Purchase N,loney Not€ and Purchase [,,loney Deed of Trust shall be on the current forms commonly used by Escrow Holder. and bo junior and subo.dinate only lo the Existing Note(s) and/or the New Loan expressly called for by this Agreement 62 The Purchase Money Note and/or the Purchase Money Oeed of Trust shall contain provisions regarding the following (see also parasraph 10.3 (b)):
(a) Prepayment. Principal may be prepaid in whole or in parl at any iime without penalty, at lhe option of the Buyer. (b) Lete Cherge. A late charge of 6% shall be payable with respect to any payment of principal. interesl. or olher charges. not made withan 10 days after il is due.
(c) Oue O,J Se/6. ln lhe evenl the Buyer sells or kansfers title lo the Property or any portion thereol, then the Seller may, al Seller's oplion .equrre ihe entire unpaid balance of said Note to be paid in full. 6 3 lf lhe Purchase lr4oney Deed of Trust rs lo be subordinale to olher financing, Escrow Holder shall. al Buyer's expense prepare and record on Selle/s behalf a requesl for notice of defaull and/or sale with regard to each mortgage or deed of trust lo which it will be subordinate 64 WARNING: CALIFORNIA LAW OOES tlOT ALLOW DEFICIENCY JUOGEMENTS ON SELLER FINANCING. lF BUYER ULTIMATELY OEFAULTS ON THE LOAN, SELLER'S SOLE REMEOY IS TO FORECLOSE ON THE PROPERTY. 65 Sell€r's obligation to provide financing is contingent upon Seller's reasonable approval of Buyer's linancial condition. Buyer lo provide a currenl tinancial slatement and copies of its Federal tax returns for tho last 3 years to Seller within 10 days following the Date of Agreemeni Seller has 10 days following receipl of such documentation to satisfy itself with regard to Buyer's financial condition and to notrfy Escrow Holder as to whether or not Buye/s financial condition is acceptable. lf Seller fails lo notify Escrow Hold€r, in wriling. of the disapproval of this contingency wilhin sard time penod, il shall be conclusively presumed that Seller has approved Buye/s financial condition. lf Seller is not satisfied with Buyer's finanoal conditron or lf Buyer fails to de|ver lhe required documentalion then Seller may notify Escrow Holder in writing lhat S€ller Financing will not be available. and Buyer shall have the option. wilhrn 10 days of the receipt of such notice, lo either lerminate this transaction or to plrchase the Property wilhout Seller linanqng lf Buyer fails to notify Escrow Holder withrn sad time period of its election lo terminale this lransaction lhen Buyer shail be conclusively presumed to have elected to purchase the Property without Seller financing. lf Buyer elects to terminale. Buyer's Deposil shall be refunded less Titl6 Company and Escrow Holder cancellalion fees and costs. all of which shall be Buyer's obligation

7. Real Estate Brokers.

7.1 Each Parly acknowledges receiving a Disclosure Regarding Real Estate Agency Relationship. confirms and consenls to lhe followrng agency relationships in this transaclion with the following real eslate brokers ("Broker(s)") and/or their agents ("Agent(s)") Se ler's Brokerag e F rm tiiohland ConuDercial. Inc.
ls the broker of (check one): E the Buyer: or E both the Buyer and Seller (dual agent) Buyer's Agent
Agenl and the Seller's Agent (dual agent).

The Parties acknowledge thal olher than the Brokers and Agents listed above. there are no other brokers and agenls representing the Parties or due any fees and/or commissions under this Agreement. Buy€r shall use the services of Buyer's Broker exclusrvely in conhection with any and all n€gohations and offers wth respect to the Property for a period of 1 year from the dale inserted for reference purposes at the top of page 1.

7.2 Bryet and S€ller each represent and warrant to lhe other that he/she/it has had no dealings with any person. firm. brok€r. agenl or finder in connection with lho negotiation oflhis Agreemenl and/or the consummation oflhe purchase and sale conlemplat€d herern, other than the Brok€rs and Agents named rn paragraph 7.1, and no broker, agenl or olher person, firm or entity, other than said Brokers and Agents is/are entitled lo any commrssion or finder's fee in connection wilh this lransaction as lhe result of any dealings or acts of such Party Buyer and Seller do each hereby agree to indemnrt. defend, prolecl and hold the other harmless from and against any cosls. expenses or liabilily for compensation, commission or charges which may be claimed by any broker agent. finder or other similar party. olher than said named Brokers and Agents by reason of any dealings or act of tho indemnifying Party

8. Escrow and Closing.

8.1 Upon acceptance hereof by Seller. this Agreement. rncluding any counleroflers incorporaled h€rern by the Parties. shall constitule nol only the agreemenl of pLrchase and sale belween Buyer and Seller. but also instructions to Escrow Holder tor the consummalion of the Agreemenl through lhe Escrow. Escrow Holder shall not prepare any further escrow instructaons restating or amonding the Agaeement unless specifically so instructed by the Parties or a Broker herein Subject lo lhe reasonable approval of the Parties. Escrow Holder may. however. inc ude its standard general escrow provisions ln the event that there is any conflici between lhe provisions of the Agreemeni and the provrsions of any additional escrow rnslruclions the provisions of the Agreement shall prevail as to ihe Parlies and lhe Escrow Holder 8 2 As soon as praclical afl€r the receipt of this Agreement and any relevant counleroffers. Escrow Holder shall ascertain the Oate of Agreemenl as defined in paragraphs 1 2 and 20 2 and advise the Parties and Brokers. in writing. of the date ascerlained

8.3 Escrow Hold€r is hereby authorized and instaucted lo conduct lhe Escrow in accordance with ihis Agreement. applicable law and custom and practice of the communily in which Escrow Holder is located. including any reporting requiremenls of lhe lnternal Revenue Code ln the evenl of a confljct between the law of the state where lhe Property is localed and lhe law of the stale where the Escrow Holder is located. the law ot the state where lhe Property is located shall prevail I4 Subject to saiisfaction of the contingencies herein describ€d. Escrow Holder shall close this escrow (the 'Closing") by recording a general warranty deed (a grant deed in Calitornia) and lhe olher documents required to be recorded. and by disbursing the funds and documents in accordance wilh this Agreement.
ls (check one):E the Buyer's Agenl (salesperson or broker associate): or E both the Buyefs Ageni PAGE 3 OF 11
LicenseNo.01302767 lsthebrokerof(checkone): E the Seller: or E both the Buyer and Seller (dualagent).

Seller's Agenl Lachlan Richards
LicenseNo.01302?67 ls(checkone)tE the SelleCs Agent (salesperson or broker associate)ior fl both the Buyer's Agent Agent and the Seller's Agent {dualagenl).

INITIALS INITIALS
O2o{9A|RCRE. AllRights Reserved. OFA-20.30, Rcvised 10-13-2022 Produ.ed *{h zrpFdn'o by zDt€r! 1SO70Fne.MreR@d Fraser. Meh€.n 48026 !4r443d09s.e@ Sprjog tl'll ll0

Item # 3.

8.5 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer laxes. Seller shall pay the premium for a standard coverage owner's or joint proteclion policy of title insurance (See also paragraph 11)

8.6 escrow Holder shall verify that all of Buyer's contingencies have been satisfied or waived prior to Closing The matiers contained in paragraphs I 1 subparagraphs (b). (c), (d). (e), 19) (i). (n). and (o). 9.a. I 5. 12. 13 14. 16. 18. 20. 21. 22. and 24 ate. however. matters of agreement botween the Parties only and are nol rnstructions to Escrow Holder.

8.7 lf this transaction is terminat€d fo. non-satisfaction and non-waiver ot a Euye/s Contingency. as defined in paragraph 9.2 or disapproval of any other matter subiect lo Buyer's approval. then neilher of the Parties shall thereafter have any liability lo the other under lhis Agreement, excepl lo lhe extent of a breach of any affirmative covenant or warranty in this Agreemenl. In the event of such termination, Euyer shall. subject to lhe provisions of paragraph 810. be p.omptly refunded all funds deposited by Buyer with Escrow Holder, less only lhe $100 provided for in paragraph 4 4 and ihe Title Company and Escrow Holder cancellation fees and cosls. all of which shall be Buye/s oblrgation. lf this transaclion is terminated as a result of Seller's br€ach of lhas Agreement lhen Seller shall pay lhe Title Company and Escrow Holder cancellation

6.8 The Closing shall occur on the Expecled Closing Date. or as soon thereafter as the Escrow is in condilion for Closingi provided. however. that if the Closlng does nol occur by the Expected Closhg Dale and said Date is not extended by muiual lnslructions of the Parlies. a Parly not then in d€faull under this Agreement may nolify the olher Party. Escrow Holder. and Brokers. in writing that, unl6ss the Closrng occurs within 5 business days lollowing said notice, lhe Escrow shall be deemed leaminated without further notice or instructions.

8.9 Excepl as olh€rwise provided herein, the terminatrcn of Escrow shall nol relieve or release either Party lrom any obligation to pay Escrow Holder's fees and costs or constrtute a waiver. release or discharge of any breach or default lhal has occurr€d in the performance of ihe obligalions. agreements. covenanls or warranlies contained therein.

I 10 lf lhis Escrow is terminalion for any reason other than Seller's b.each or default, then as a condition to the return of guyer's deposit, Buyer shall within 5 days afier written request deliver to Seller. at no cha.ge. copies of all surveys. engineering studies, soil reporls. maps. master plans. feasibility sludies and other srmilar items prepared by or for Buyer that perlain to lhe Property

9. Contingencies to Closing.

9.1 IF, BEFORE EXPIRATION OF THE APPLICABLE TIME, BUYER FAILS TO PROVIDE ESCROW HOLDER WRITTEN NOTICE OF BUYER'S OISAPPROVAL OF ANY OF BUYER'S COi{TINGENCIES OR AiIY OTHER MATTER THAT IS SUBJECT TO BUYER'S APPROVAL IN THIS AGREEMENT. THEN BUYER SHALL BE CONCLUSIVELY OEEMED TO HAVE SATISFIEO SUCH BUYER'S COIITINGENCIES AND/OR APPROVED OF SUCH OTHER I,IATTERS. lf a number of days is completed in any of the optional spaces in subparagraphs 9 1 (a) through (m) then such number shall apply and override lhe pre-printed number. even if lhe pre-prinled number is not skicken. The Closrng of this lransaciion is conlingent upon the satisfaction or waiver of the following conlingencres (a) Drsc/osu/e Seller shall make to Buyer. through Escrow, all of the applicable discLosures required by law (See AIR CRE ("AlR') standard form eniitled "Seller's Mandalory Oisclosure Statement") and provide B!yer with a completed Property lnformalion Sheet ("Property lnlormalioh Sheet") concerning the Properly. duly executed by or on behalf of Seller in lhe currenl form or equivalenl to that published by lh€ AIR within 10 or
-3_
days tollowjng the Oale of Agreement Buyer has 10 days from the receipt of said disclosures to approve or disapprove lhe matters disclosed
\b) Physical lnspectio, Buyer has 10 or
-3_
days followrng the recerpt of the Properly lnformation Sheet or the Dale ol Agreement whEh€ver rs later lo salis& itsell wilh .egard to the physicalaspects and size ofihe Property (c) Hazardors Substance Condittons Ropot-t. Buyer has 30 or __-L days following the receipt of the Property lnformation Sheet or the Date ol Agreement, whichever rs later, to satrsfy rtself wnh regard lo the environmental aspecls of the Property. Seller recommends that Euyer obtain a Hazardous Substance Condilions Report concerning the Prcperty and relevant adjornrng properties. Any such report shall be paid for by Suyer A "Ha2ardous Substance" for purposes ol thas Agreement is defined as any substance whose nature and/or quanlity ot existence, use. manufacture, d,sposal or effecl. render il subject to Federal. stale or local regulation, investigation, remediation or remova as potentrally injuflous lo pub|c health or welfare A "Hazardous Substance Condition" for purposes of this Agreement rs defined as the existence on under or relevantly adjacent to the Property oI a Hazardous Substance lhat would require remedialion and/or removal under applicable Federal. slate or ocal law.
(d) So// /nspectior. Buyer has 30 o.
-3_
days following the receipt of the Properly lnformation Sheet or the Date of Agreement. whichever is later to satisfy ilself wilh regard to the condilion of the so.ls on the Properly Seller recommends lhal Buyer obtain a sorl lesl reporl Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any soils report thal Seller may have within l0daysof the Date of Agreement
\e) Governnental Approvals Buyer has 30 or __-1_ days followrng lhe Date of Agreemenl lo satisfy itself with regard lo approvals and permrls from governmental agencies or deparlments which have or may have jurisdiclion over lhe Property and which Buyer deems necessary or des rable rn connection with s rntended use of the Properly. including. bul not limited to permits and approvals requrr€d with respect to zoning. planning, burldrng and safety tire. police handicapped and Amencans w h Disabrlities Act requrrements, transporlation and environmental matters.
\l) Conditions of Title Escrow Holder shall cause a current commitmenl for title insurance ("Title Commitment") concernrng the Property issued by the Title Company as well as legible copies of all documents referred to in ihe Title Commrtment ("Underlying Oocuments"). and a scaled and dimensrcned plot showing the location of any easemenls to be delivered to guyer wthin 10 or _Z_ days following the Date of Agreemenl. Buyer has ? days fiom the receipt of the Title Commiment. lhe Underlying Documenls and the plol plan to satrsfy itself with regard to the condrlron ol lv The drsapproval by Euyer of any monetary encumb.ance. which by the lerms ot this Agreemenl is not to remarn against the Property after the Closing. shall not be considered a failur€ of this conlrngency. as Seller shall have the obligatron. al Seller's expense. to satist and remove such disapproved monetary encumbrance at or before the Closing. (g) Survey Buyerhas30or 1 days following the receipt of the Titie Commrhent and Underlying Oocuments to satisfy rtself with regard to any ALTA title supplement based upon a suNey prepared lo American Land Tille Associalion ("ALTA") standards for an PAGE 4 OF 11

INITIALS
o 2019 AtR CRE

INITIALS
All Rights Reserved- OFA-20.30, Revis.d 10-13-2022
Poduced *1th apFd"r@by aptoqr 14070 FIiM Mde Ro.d. F.as Mrchqan,{4026 :iAt4dl]lloguloE Snring tlll lto

Item # 3.
owner's policy by a licensed surveyor, showing the legal description and boundary lines of the Property, any easemenls of record, and any improv6m6nts. poles. structures and thrngs located wilhin 10 feei of either side of the Property boundary lines. Any such survey shall be p.epar€d at Buyer's direction and expense lf Buyer has oblained a suNey and approved lhe ALTA tille supplement, Buyer may eleci within the period allowed for Buyer's approval of a survey lo have an ALTA extonded coverage owner's form of litle policy. in which event Buyer shall pay any additional p.emium atiribulable thereto
(h) Exlst/rg Leeses ard Tenancy Slatemenls. Seller shall within 10 or _.1_ days following the Dale of Agreemenl provide both Buyer and Escrow Holder with legible copies of all leases. subleases or rental arrangements (collectrvely. "Existing Leas€s") affecting lhe Property. and with a tenancy statemenl ("Estoppel Certificate") in the latest form or equivalent to that published by ih€ AlR. executed by Seller and/or each tenant and subtenant of lhe Property. Seller shall use its b€st efforts to have each tenant complete and execute an Estoppel Certificate lf any tenant fails or refuses to provide an Estoppel Certificate then Seller shall compl6te and execute an Esloppel Cerlilicale for that lenancy. Buyer has 10 days from lhe receipl of said Existing Leases and Estoppel Certiticates to satisfy its€lf with regard to the Exisling Leas€s and any other tenancy issues.
li) Owner's Associalior. Seiler shall within 10 or 3 days followng the Dale of Agreemenl provde Buyer with a statement and transfer package from any owner's association servrong the Property. Such transfer packag€ shall al a minimum include: copies of lhe assooatron's bylaws, articles of incorporation, cuffent budget and tinancial statemenl. Buyer has 10 days from the receipt of such documents to satisfy ilself wilh regard to lhe association.

IJ) Olher Agreements Seller shall wilhin 10 or
-L
days following the Date ol Agreement provide Buyer with legible copies of all other agreernenls ('Other Agreements") known to Seller that will affect the Properly afler Closing. Buyer has 10 days from lhe receipt of said Other Agreements to satisfy itself with regard to such Agreemenls. \kl Findncing lf paragraph 5 hereof dealing wiih a financhg contingency hasnol been stricken. the satrsfaclion orwaiverofsuch New Loan contrngency
(l) Exlst/Dg Noles lf paragraph 31(c) has nol been slricken. Seller shall wrthin 10 or _ days following the Dale of Agreemont provide Buyer with legible copies ot the Exist,ng Noles. Exisling Deeds of Trust and related agreements (collectively. "Loan Oocuments") to which the Properly will remain subject after the Closing. Escrow Holder shall promptly requesl from the holders of the Existing Notes a beneficiary statemenl ("Beneficiary Statement") conllrming: (1) the amount of the unpaid prlncipal balance. the current interest rate. and the date to which interest is paid, and (2)the nature and amount ot any rmpounds held by lhe beneficiary in connoction wilh such loan Euyer has 1 0 or _ days following lhe rece ipt of the Loan Docu me nts and Beneficiary Statemenls to satisfy itself wiih regard to such finanong Buyer's obligation lo close is condilioned upon Buyer being able to purchase the Property withoul acceloration or change in lhe lerms of any Existjng Noles or charges to Buyer excepl as otherwise provided in this Agreement or approved by Buyer, provrded, however. Buyer shall pay the lransfer fee referred to rn paragraph 3 2 hereof Likewise if Seller is to carry back a Purchase [,4oney Note lhen Seller shall within 10 or _ days followrng the Date ol Agreement provide Buyer with a copy of lhe proposed Purchase Money Note and Purchase Money Deed of Trust Buyer has 10 or _ days following the receipt of such documents to satisfy ilself wrlh regard lo the form and conlenl thereof. (m) Personel Propedy ln the event that any personal property is rncluded in the Purchase Price. Buyer has 10 or 3 days Iollowing lhe Dale of Agreement to salisfy rtself with regard lo the trtle conddion of such personal property Seller recommends that Buyer obtain a UCC-1 reporl. Any such report shall b€ paid for by Buyer. Seller shall provide Buyer copies of any liens or €ncumbrances affecting such personal property that it is aware of within 10 or
-3_
days following the Oate of Agreement
(n') D?slruction, Ddmege ot Loss. Subsequent to lhe Date ol Agreement and p or to Closing there shall not have occured a deslruction or damage or loss to. the Property or any portion lhereof. from any cause whatsoever. which would cost more than S10.000 00 to reparr or cure. It the cosi of reparr or cure rs 510,000 00 or less, Seller shall repair or cure the loss prior lo the Closing Buyer shall have the option. wilhin 1 0 days after receipl of wntl€ n notice of a loss cosling more tha n $ 1 0.000.00 to repar o r cu re. to eilher lerm inale thrs Ag reement or to purchase the Property notwithslanding such loss. bul withoul deduction or offsel against the Purchase Price. lf the cost to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this Agreement, Buyer shall be entrtled to any insurance proceeds applicable to such loss.

Unless otherwise notified in writing. Escrow Holder shall assume no such deslruclion, damage or loss has occurred prior to Closing. lo) Material Change Buyer shall have '10 days following receipt of written notice of a Malerial Change wilhin which to satisfy itself with regard lo such change. "ilaterial Change" shall mean a substantral adverse change in the use, occupancy, tenants. tde, or condilion of the Property that occurs after lhe date ol this ofter and prior lo lhe Closing. lJnless olherwse nolified in wnting. Escrow Holder shall assume lhat no Material Chanqe has occurred prior to the Closing.
lp) Sellet Peiormance The delivery of all documents and the due performance by Seller ol €ach and every undertaking and agreement to be performed by Seller under this Agreement lq) Broketage Fee Paymenl at the Closrng of such brokerage fee as is spec ied in thrs Agreemenl or leter written instructions to Escrow Holder erecuted by Seller and Brokers ('Brokerage Fee"). lt is agreed by the Parties and Escrow Holder that Brokers are a third party beneficiary of lhis Agreement insofar as the Brokerage Fee rs concerned. and thal no change shall be made with respect to the payment of the Brokerage Fee specifled in this Agreemenl. without ihe written consent of Brokers.

9.2 The conlingencies specifiecl in subparagraphs 91(a) lhrough (m) are for the benellt of. and may be waived by. Buyer. and are referred lo collectively as "Buye.'s Contingencies' and individually as a "Buyer's Contingency."

9.3 Euyer's timely and wntten disapproval or condilional approvai of a Buye/s Contingency or any other matter that rs subj€ct to Buyer's approval rn lhis Agreement shall conslitute disapproval thereof ('Disapproved ltem(s)'). Concurrenl with notice of a Disapproved ltem. Buyer may make a request lo Seller regarding such Disapproved ltem ("Buye/s Request"). lf Buyer tarls lo make a timely and writlen Buyer's Request, then this Agreement shal, terminale due lo the non-salisfaction and non-waiver of a contingency. Seller may respond to a Buyer's Request within 10 days loilowing Seller's receipt ther€of ("Selle.'s Response') Selle/s acceptance of a Buyer's Request shall amend this Agreemeni accordingiy lf Seller fails to provide a limely and written Seller's Response. lhen Selle/s Response shall b6 deemed to be a rejectron of Buye/s Request. Euyer may. wilhin 10 days following the earler of Buyer's recerpt of a Seller's Response (which is not an acceptance of Buyer's Request) or lhe date ol Seller's deemed rejection of a Buyels Request ("Buyer's Reply Period") reply lo a Seller's Response ("Buye/s Reply') and elect lo (i) terminate this Agreement due to the non-satrslaction and non-waiver of the applicable contingency (ii) accept the Seller's Response in which evenl lhis Agreement shall be amended accordingly. or (iii) withdraw Buyer's Requesl and waive the Disapproved ltem rn which evenl Buyer shall accept lhe Properly subject lo the Disapproved ltem. lf guyer fails to provide a timely and written Buyer's Reply, then PAGE 5 OF 11

INITIALS
OFA-20,30, Revised 10-13-2022
ri4^4!z!roo&@r0 sring llill Il0

INITIALS
@ 2019 AtR CRE All Rights Reserved.

Produced *lh apFdn'@ by zrpL€rx 18070FrtenM [email protected]*r Mrch€an.18026

Item # 3.

Buyer shall be deemed lo have elected to terminate this Agreemehl as of the end of the Buyer's Reply Period The dale Buyer accepts a Seller's Response or withdraws a Buyer's Requesl and warves a Disapproved ltem shall be the date of Buyer's approval of the Disapprov€d ltem A Party shall provide to Escrow Holde. copy of all nolices of a oisapproved llem. Buy6r's Request. Seller's Response and Buyer's Reply and Escrow Holder shall promptly provide copies thereof io the other Party. Uniess the Parties in wriiing agree otheMrse. if the Expected Closing Date is a specillc calendar dale and a Euyer's Reply Period expires after such specific calendar dale. then notwithstanding paragraph 1.1, lhe Expected Closing Date shall be extend€d to be 3 busrness days afler lhe eadier of the dale Buyer withdraws a Buyer's Requesl and waives lhe applicable Disapproved ltem or Buyer accepts the applicable Selle/s Response

9.4 The Parties acknowledge lhat extensrve local, state and Federal legislalion establish broad liability upon owners and/or users of real prope(y tor the invesligation and remediation of Hazardous Subslances The determination of the exrstence of a Hazardous Substance Condition and lhe evaluatton of the impacl of such a condition are highly technical and beyond the experlise of Brokers The Parties acknowledge that lhey hav€ been advised by Brokers lo consult lheir own lechnical and legal experts with respect lo the possible presence of Hazardous Substances on lhe Property or adjornrng properties, and Buyer and Seller are not relying upon any invesligalion by or statemenl of Brokers with respect lhereto. Th€ Parties hereby assume all responsibility for the impact of such Hazardous Substances upon their respective rnteresls herein.

10. Oocuments Required at or Betore Closing:
1O 1 Five days prior to the Closing date Escrow Holder shall obtain an updated Tille Commitment concerning lhe Property from lhe Title Company and provide copies thereof to each of the Parties 10 2 Seller shall deliver to Escrow Holder rn lime for delivery to Buyer at the Closrng:
(a) Grani or general warranly deed. duly execuled and in recordable torn. conveying fee title lo the Property to Buyer (b) lf applicable. the Beneficiary Stalements concerning Existing Note(s) (c) lf applicable, the Existing Leases and Olher Agreements togelher with duly executed assignments thereof by Seller and Buyer.

The assignment of Existing Leases shall be on the mosl recent Assignment and Assumplion of Lessor's lnte.esi in Lease torm published by the AIR or its equivalent
(d) An aftidavjt executed by Seller to the eflecl that Seller is nol a "torergn person'within lhe meaning ol lnternal Revenue Code Section 1445 or successor statutes It Seller does not provide such affidavil in torm reasonably satistactory to Buyer al least 3 business days prior to the Closing. Escrow Holder shall at the Closrng deduct from Seller's p.oceeds and remit to the lntornal Revenue Service such sum as rs required by applicable Federal law with respect lo purchases from foreign sellers (e) lf the Property is located in California. an atfidavit execuled by Seller to the effect that Seller is not a "nonresident' wilhin the meaning of California Revenue and Tax Code Section 18662 or successor statutes lfSellerdoes not provide such affidavit in form reasonably satisfaclory to Buyer at least 3 business days prior to the Closing. Escrow Holder shall at the Closing deducl from Seller's proceeds and remit lo lhe Franchrse Tax Board such sum as is requrred by such statule (g\f)lf applicable, a bill of sale. duly executed. conveying litle to any rncluded personai properly lo Buyer (g) lf the Seller is a corporation, a duly executed corporate resolution aulhorizing the execution of this Agreement and lhe sale 10 3 Buyer shall deliver lo Seller through Escrow
(a) The cash portion of the Purchase Pflce and such additional sums as are required of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder. by federal funds wire transfer or any olher method acceptable to Escrow Holder in immediately collectable funds. no lal€r than 2 00 P.[.4. on the business day prior lo the Expected Closing Dale provided. however. thal Buyer shall nol be required to deposil such monies into Escrow if al the time set for the deposit ot such monies Seller is in default or has indrcated that it will nol perform any of its obligations hereunder lnstead, in such ctrcumslances in order to reserve ils rights to proceed Buyer need only provide Escrow w h evrdence establashing thal the required monres were available (b) lf a Purchase Money Note and Purchase l\,4oney Deed of Trusl are called for by this Agreement. the duly executed onginals of those documents the Purchase Money Deed of Trust being in recordable form. together with evidence of fire lnsurance on the improvemenls in the amount of the full replacement cost naming Seller as a mortgage loss payee. and a real estate tax service conlracl (at Buyer's expense), assuring Seller of notice of the status of payment of real proper9 taxes duflng lhe life oflhe Purchase Money Note (c) The Assignment and Assumption of Lessor's lnterest in Lease form speofied in paragraph 10.2(c) above. duly executed by Buyer
(d) Assumptions duly executed by Buyer of lhe obl€aiions of Seller lhal accrue afier Closing under any Other Agreements. (e) lf applicable. a written assumption duly executed by Euyer of lhe loan documents with respect lo Existing Noles. (f) lf the Buyer is a corporation. a duly executed corporale resolution authorizing the execution ot thrs Agreement and the purchase of the Property

10.4 At Closrng, Escrow Holder shall cause lo be rssued lo Buyera slandard coverage (or ALTA extended. if elected pursuantto9l(g)) owne/s form policy of tille insurance effeclive as of the Closing. issued by lhe Tille Cornpany in the full arnount ot the Purchase Price. rnsLlnng title to the Property vesled in Buy€r. subject only to lhe exceptions approved by Buyer ln the evenl there is a Purchase Money Deed of Trusl in lhis transaction. the policy of title insurance shall be a joint prolection policy insuring both Buyer and Seller.

IMPORTANT: lN A PURCHASE OR EXCHANGE OF REAL PROPERTY. lT MAY BE AOVISABLE TO OBTAIN TITLE INSURANCE lN CONNECTION wlTH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS ANO ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULO BE OBTAINED IN

ORDER TO ENSURE YOUR INIEREST IN THE PROPERTY THAT YOU ARE ACOUIRING,

11. Prorations and Adjustments.

11.1 ,axes Applicable real property taxes and special assessment bonds shall be prorated lhrough Escrow as of lhe date of the Closing. basecl upon the latest tax bill available The Parties agree to prorate as of the Closing any laxes assessed against the Property by supplemental bill levied by reason of evenls occuaing prior to the Closing. Payrnenl of lhe prorated amount shall be made promptly rn cash upon receipt of a copy of any supplemental bill

11.2 lnsurance WARNING: Any insurance whrch Seller may have maintained will terminale on the Closing. Buyer is advised to obtain appropriale insurance to cover the Property

INITIALS
o 2019 AtR cRE All Righta Reserved.

Produced *'rh zpFdnoby apLoorr 16070 Fnen Mis R@d F6*r Mrcnq.r 4a026

INITIALS
OFA-20.30, Revised 10-'l 3-2022
e!!!!gul4ar sltna I I'll Il0
PAGE 6 OF 11

Item # 3.
113 Rentals, lnterest ard Erperses. Scheduled rentals. inl€resl on Existing Notes. utilities, and operating expenses shall be prorated as oI the dale of Closing. The Parties agree to promptly adjust between themselves outside of Escrow any rents received afler lhe Closing 1 1 .4 Socuflly D6posil. Security Deposits held by Seller shall be given to Buyer as a credit to lhe c:lsh required of Buyer at lhe Closing.

11.5 Posl Closing Matters. Any ilem lo be pro.ated thal is nol determined or doterminable al the Closing shall be promptly adjusted by the Parties by appropriale cash payment oulsid€ of the Escrow when lhe amounl due is determrned. 116 Vanations in Existing Note Bslarces ln the evenl that Buyeris purchasing the Property subiect to an Exrsting Deed of Trust(s). and in lhe evenl lhat a Beneficiary Statemeni as to the applicable Exrsting Note(s) discloses that the unpaid principal balance of such Existing Nol€(s) at the closing will be more or less than the amount set forth in paragraph 3.1(c) heroof ("Existing Note Variation"). then lh€ Purchase Money Note(s) shall be reduced or increased by an amount equalto such Exisling Note Variation lf there is io be no Purchase Money Note. the cash required at the Closrng per paragraph 3 1(a) shall be reduced or increased by the amount of such Existing Note Variation.

11.7 Vanattons in Ne\r/ Loan Balarc6. ln lhe event Buyer is oblaining a New Loan and the amounl ultimately obtained exceeds the amounl set forth in paragraph 5 1 lhen the amount of the Purchase Money Nole, if any, shall be reduced by the amount of such excess 11 8 Owner's Associatio, F66s. Escrow Holder shall: (i) bring Seller's account wlth th€ associatron cufi€nt and pay any delinquencies or transfer fees from Seller's proceeds, and (ii) pay any up front lees required by the association from Buyer's funds

12. Representations and Werranties of Seller and Disclaimers, '12.1 Seller's warranties and represenlations shall survive the Closing and delivery of the deed for a period of 3 years. and any lawsuit or action based upon them musl be commenced within such lime peaiod. Seller's warranties and representations are true, materal and relied upon by Buyer and Brokers in all respects. Seller hereby makes the following warranties and representations to Buyer and Brokers:
la) Authonly ol Sellet Seller is lhe owner of the Property and/or has the full right. power and authorily to sell. convey and transfer lhe Property to Buyer as provided herein, and to perform Seller's obligalions her6under. lb) Malnt,nance During Escrow and Equipfient Condilion At C/osirg Except as othenvise provided rn paragraph 91(n) hereof.

Seller shall maintain the Property until the Closing In its present condilion, ordinary wear and tear excepted \c) Hszedous Substsrces/Sfo/696 fsnks. Seller has no knowledge. except as otherwise disclosed to Buyer an writing, of the eristence or prior exrstence on lhe Property of any Hazardous Substance, nor of the exislence or prior exist€nce of any above or below ground slorage lank
(d) Complidnce. Except as othe vise disclosed in writing Seller has no knowledge of any aspect or conditron ot lhe Property which violates applicable laws rules, regulations, codes or covenanls. conditions or reslriclions, or of improvements or alterations made to the Property wilhout a permd where one was required, or of any unfulfilled order or directive of any applicable governmental agency or casualty insurance company requiring any investigation. remediation. repair. mainienance or improvement be peformed on the Property \e) Changes in Agreements. Prior lo the Closing Seller will nol violate or modify any Existing Lease or Other Agreement, or creale any new leases or other agreements affecting lhe Property. withoqt Buyer's written approval. which approvalwill not b€ unreasonably wrthheld. (f) Possessory Righls Seller has no knowledge that anyone will. at lhe Closing. have any nght to possession of the Property. except as disclosed by thrs Agreement or olherwise in writng lo 8uyer. lg) Mechanics' Liens. T here are no unsalisfied mechanics or malerialmens' l€n righls concernrng the Property. (h) Acliors. Suits or Proceedings Seller has no knowledge of any actions. suits or proceedings pending or lhreatened before any commission. board. bureau. agency. arbrtrator. coun or lribunal that would affect lhe Property or the .ighl to occupy or utilize same (i) Nottca ol Changes. Soller will promptiy nolify Buyer and Brokers in writing of any Malerial Change (see paragraph 9.1(o)) affecting the Property that becomes known lo Seller prior to the Closing lt) No Tenanl Bankruplcy Proceedihgs Seller has no nolice or knowledge thal any lenant of the Property is the sublect of a bankruplcy or insolvency proceeding.
lk) No Se er Bankruptcy Proceedings Seller is not the subiecl of a bankruptcy. insolvency or probate proceedrng ll) Personal Propedy Seller has no knowledge thal anyone will. at the Closing. have any right to possession of any personal properly included in the Purchase Price nor knowledge of any liens or encumbrances affectjng such personal property. excepl as disclosed by this Agreemenl or otherwise in writing lo Buyer
122 Buyer hereby acknowledges that. excepl as olherwise stated in this Agreement, Euyer is purchasing the Property in its existing condition and will. by lhe time called for herein. make or have waived all inspections of the Property Buyer believes are necessary to protecl ils own inlerest rn and its conlemplated use of. the Property The Parties acknowledge that. except as otherwrse stated in this Agreement. no representations. inducements, promises, agreements, assurances, oral or written. concerning the Properly, or any aspect of the occupalional safety and health laws. Hazardous Substance laws. or any olher act, ordinance or law, have been made by either Paiy or Brokers, or relied upon by either Party hereto.
12 3 ln lhe event that Buyer learns thal a Seller representalion or waranty might be unkue pnor to the Closing. and Buyer elects to purchase the Property anwvay lhen and in that evanl. Buyer waives any right lhat it may have to bring an action or proceeding against Seller or Brokers regarding said representation or warranty

12.4 Any environmenlal repods. sorl reporls, surveys, and other similar documents which were prepared by lhird party consultants and provrded to Euyer by Seller or Seller's representatives, have been delivered as an accommodatron lo Buyer and without any representation or wafianty as to lhe suffioency. accuracy. complelen€ss, and/or validity of said documents. all of which Buyer relies on at its own risk Seller believes said documents lo be accurale. bul Buyer is advised to retain appropriate consultants to review said documents and rnvestigale the

13. Possession.

Possessron ol the Property shali be given to Buyer al the Closing subject lo the rights oflenants Lrnder Exisling Leases.

14. Buyer's Entry.

At any time during the Escrow penod, Buyer. afld ils agents and representatives, shall have the right at reasonable times and subiect to rights of tenants. lo enler lrpon the Property for the purpose of making inspections and tests specified rn this Ag.eement No destructive testing shall be conducted, however, withoul Seller's prior approval which shall not be unreasonably withheld Following any such entry or wo , unl€ss otherwise directed in writing by Seller. Buyer shall relurn the Prope(y to the condition il was in prior lo such entry or work, including the recompaclion or PAGE 7 OF ,I1

INITIALS INITIALS
o 2019 AtR CRE AllRights Reserved. OFA-20.30, Revised 10-13-2022 P.oduced sth zlpFomloby zpLogrx 13070 Frnen MIe R@d, Fras MEhpana8026 !4d42o!!ou,lom Sfflngllill Ilt)

Item # 3.
removal of any disrupted soil or material as Seller may reasonably dir6ct. A1l such inspections and tests and any other wo* conducled or malerials turnish€d with resp€cl to lhe Property by or tor Buyer shall be pard for by Buyer es and when due and Buyer shall indemnify. defend, protecl and hold harmless Seller and the Property of and from any and all claims. liabilities. losses. expenses (including reasonable attorneys' f6es), daftages. rncluding lhose for injury to p€rson or properly. arising oul of o. .elatinq to any such work or materials or the acts or omissions of Buyer, its agents or employees in connection therewith

15. Further Documents and Assurances.

The Parties shall each, diligcntly and rn good faith undertake all actions and procedures reasonably required io place lhe Escrow in condition for Closing as and when required by this Agreement The Parlies agree to provide all further information. and to execute and deliver all further documents. r€asonably required by Escrow Holder or lhe Till€ Company. '16. Atlorneys' Fees.
lf any Party or Broker brings an action or proceeding (including arbitralion) involving lhe Property whether founded in tort. contracl or equity. or to declare righls hereunder. the Prevailing Party (as hereafler detihed) in any such proceeding. action. or appeal lhereon. shall be entitled lo reasonable attorneys'fees and cosis. Such fees may be awarded in lhe same suit or recovered in a seperate sual, whether or not such action or proceeding is puGued to decision orjudgmenl The term "Prevailing Pa.ty" shail include without limdation. a Party or Broker who substantially obtains or defeals the relief sought. as the case may be. whether by compromise setilement. judgment, or the abandonment by the other Party or Broker ot its claim or defense The attomeys'fe€s award shall not be computed in accordance with any courl foe schedule. bul shall be such as to fully reimburse all attorneys'fees reasonably incurred.

17. PriorAqreements/Amendments.

17.1 This Agreem€nl supersedes any and ail prior agreements between Seller and Buyer rogarding lhe Property

17.2 Amendments to this Agreement are effective only if mad6 in writing and execuled by Euyer and Seller

18. Broker's Rights.

18.1 lfthis sale is not consummated due to the defauli of either the Suyeror Seller. the defaulling Party shall be liable to and shall Pay to Brokers the Brokerage Fee that Brokers would have received had ihe sale been consummated lf Euyer is the defaulting party. payrnenl of said Brokerag€ Fee is in addition to any obligation with respecl to liquidated or olher damages

18.2 Upon the Closing. Brokers are authorized to publicize the lacts ol thrs transaction

19. Notices.

19.1 Whenever any Parly. Escrow Holder or Brokers hereh shall desire to give or serye any notice, demand, requesl, approval, disapproval or other communication. each such communication shall be in writing and shall be delivered personally. by messenger or by mail, postage prepaid lo the address set forth in lhis Agreemenl or by facsimile transmission. eleclronic signature. digilal signalure. or email. 19 2 SeNice of any such communication shall be deemed made on the date of aclual receipt if personally delivered. or transmilted by facsimrle transmission. eleclronrc signature, digital signature or emaii Any such communication s6nt by regular mail shall be deemed given 48 hours after lhe same is mailed Communications senl by United States Erpress I\,4ail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to the Poslal Service or couner lf such communication rs recerved on a Saturday. Sunday or legal holiday. it shall be deemed receNed on the next business day

19.3 Any Pary or Eroker hereto may from time to time, by nohce in writing. designate a diflerent address to which. or a different person or additional persons lo whom, all comrnrinications are thereafter lo b€ made.

20. Ouration of Ofter.

20.1 lf this offer is not accepted by Seller on or before 500 P.[,,1. according to the time standard applicable to the city of 6, 2024
n shallb6 deemed aulomatically revoked

20.2 The acceptance of thts otter or of any subsequenl counteroffer hereto. lhat creates an agreement between the Partres as described in paragraph 1 2 shall be deemed made upon delivery lo the olhe. Parly or edher Broker herein ol a duly execuled wntrng Lrncondiiionally accepting the last oulstanding olfer or counteroffer. 2'I, LIQUIOATED DAMAGES. .

THE PARTIES AGREE THAT lT woULD BE II'TpRACTICASLE OR EXTREMELY DIFFICULT TO FlX, PRIOR TO SIGNING THIS AGREEi'ENT, THE ACTUAL OAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS U}IDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL COiITINGENCIES PROVIDED FOR THE

BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLEO TO LIOUIOATEO DAMAGES IN THE AMOUNT OF S2O , OOO . OO . UPON PAYi,IENT OF SAIO SUM TO SELLER, BUYER SHALL BE RELEASEO FROITI AI,IY FURTHER LIABILITY TO SELLER. ANO ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER Buyer lnilrals Se ler lnilials

22. ARBITRATION OF DISPUTES. (Thrs Arb ratron of Drsputes paragraph rs app rcable only rf rnrlraled by bolh Parties )

22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLEO TO LIQUIDATEO DAMAGES AND/OR BUYER IS E}ITITLED

TO THE RETURN OF THE DEPOSIT SHALL BE DETERMINED BY BINDING ARBITRATION AOMINISTEREO BY THE JUDICIAL ARBTTRATTON & MEOIATTON SERVTCES, rNC. C',JAMS") tN ACCORDANCE WiTH ITS COMMERCIAL ARSTTRATTOI{ RULES ("COMMERCIAL RULES'), ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. SUCH CONTROVERSY SHALL BEARBITRATED BY A SINGLE ARBITRATOR. APPOINTEO UNDER THE COMMERCIAL RULES WHO HAS HAO AT LEAST 5 YEARS OF EXPERIENCE IN THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT. THE

ARBITRATOR SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCOROANCE WITH APPLICABLE LAW OF THE JURISDICTION WHERE THE PROPERTY IS LOCATEO. THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEi'ENT AND ANY AMENDMENTS THERETO, ANO UPON THE EVIDENCE PRODUCEO AT AN ARBITRATION HEARING, PRE.ARBITRATION OISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATIOT.I PROCEEDINGS, THE ARBITRATOR SHALL RENDER AN AWARO WITHIN 30 OAYS AFTER THE CONCLUSION OF THE HEARING, WHICH PAGE 8 OF 11

INITIALS INITIALS
o 2019 AtR CRE AllRiqhts Reserved. OFA-20.30, Revi3ed 10-13-2022 Prcduced th zpFormo by zlptoglx 18070 Frne. Mrle R@d. Fraer MrchEan48026 !44!z!!oc[l4m sfrur8ILll ll0 Grass Vallev. CA on lhe date of

Item # 3.

MAY INCLUOE ATTORNEYS' FEES ANO COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF AND SHALL BE ACCOMPANIED BY A REASONED OPINION. THE FAILURE OR REFUSAL OF A PARTY TO PAY SUCH PARW'S REQUIRED SHARE OF THE DEPOSITS FOR ARBITRATOR COIi,IPENSATION oR AOMINISTRATIVE CHARGES SHALL CONSTITUTE A WAIVER BY SUCH PARTY TO PRESENT EVIOENCE OR CROSS-EXAI',lNE WITIIESSES, BUT SUCH WAIVER SHALL NOT ALLOW FOR A DEFAULT JUOGiTENT AGAINST THE NON.PAYING PARTY IN THE ABSENCE OF EVIDENCE ANO LEGAL ARGUMENT AS THE ARBITRATOR TIAY REOUIRE FOR MAKI}IG AN AWARO, JUDGMENT MAY BE ENTERED O}I THE AWARD IN ANY COURT OF COMPETENT JURISOICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIEO OF THE ARBITRATION HEARING TO APPEAR THEREAT.

22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COI\IPETENT JURISDICTION BY THE BUYER FOR DAI\4AGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIOUIOATED DAI\,IAGES, IN WHICH EVENT SUCH AWARO SHALL ACT AS A BAR AGAINST ANY ACTION BY AUYER FOR DAMAGES ANDiOR SPECIFIC PERFORMANCE 223 NOTICE BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED 8Y NEUTRAL ARBITRATION AS PROVIDED BY

CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATEO IN A COURT OR JURY TRIAL BY INIT1ALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUOED IN THE'ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COI\,,IPELLED TO ARBITRATE UNOER THE AUTHORITY OF THE CALiFORNIA CODE OF CIVIL PROCEDURE YOUR AGREEI\,4ENT TO THIS ARBITRATION PROViSION IS VOLUNTARY.

WE HAVE READ ANO UNDERSTANO THE FOREGOING AND AGREE TO SUBI\,,IIT DISPUTES ARISING OUT OF THE MATTERS INCLUOED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION Buyer lnitials Seller lnitials

23. Miscellaneous.

23.1 Binding EIfect. lhis Agreement shall be binding on the Parties wilhout regard to whether or not paragraphs 21 and 22 ate inrtraled by both of the Parlies Paragraphs 21 and 22 are each rncorporaled inlo this Agreement only if jnilraled by both Parties at the lime thal the Agreemenl is executed Signatures to this Agreement accomplished by means of electronic signature or similar technology shall be legal and binding.

23.2 Applicable Law. This Agreement shall be governed by and paragraph 22.3 is amended lo refer to. lhe laws of lhe stale in which the Property is localed. Any litigation or arbiratlon between the Parlies herelo concerning this Agreement shall be initiated in the county in which the Property is located.

23.3 Time of Essence. Time is of the essence of this Agreement. 23 4 Count€rparts. This Agreemenl may be executed by Buyer and Seller in counterparts. each of which shall be deemed an original. and all of whrch logether shall conslitute one and the same instrument Escrow Holder. afrer verifying lhat lhe counterparts are rdentical except for the signalures. is aulhorized and instructed to combine lhe s€hed srgnalure pages on one of lhe counterparts which shall lhen constitute the 23 5 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY lN ANY ACTION oR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

23.6 Conflict. Any conflict between the printed provisions of this Agreemenl and the typewritten or handwritten provisions shall be controlledbythetypewnttenorhandwrittenprovisions'

23.7 '1031 Exchange. Both Seller and Buyer agree lo cooperale with each olher in the evenl that either or both wish to pa(icipate in a 1031 exchange Any party initiating an exchange shall bear all costs of such exchange The cooperating Party shall not have any liabilily (special or otherwise) for damages to the exchanging Party in the event that the sale is delayed and/or that lhe sale olherwise fails to qualily as a 1031

23.8 Oays. lJnless otherwise specjtically hdicated to the contrary the word "days" as used in this Agreement shall meah and refer to calendar days.

21. Oisclosu.es Regarding The Nature of a Real Estate Agency Relationship.

24.1 The Partres and BrokeG agrce lhat therr relatonshrp(s) shall be governed by the principles set forth ih the applicable seclions ot lhe California Civil Code. as summarized in paragraph 24 2

24.2 When entering into a discussion with a real eslate agent regarding a real eslale transaction, a Buyer or Seller should from the outset understand what type of agency relationship or representaton il has with the agent or agents in the lransaction. Buyer and Seller acknowledge being advised by the Brokers in this transactbn. as tollows:
(a) Se//er's Agert A Sellels agent under a listing agreemenl with the Sell€. acts as the agent for the Seller only A Seller's agenl or subagent has the following amrmative obligahons: (1) Io the Se//ef A fiduciary duty of utmost care. integrity. honesty, and loyalty rn dealrngs wilh the Seller. (2) To lhe Buyer and the Se//er a Diligent exercise of reasonable skills and care in peformance ofthe ag€nt's duties b. A duty ol honest and fair dealing and good failh. c A duty to disclose all facls known to the agent materially affecling the value or desirability ot the property that are not known lo. or within the diligenl attention and observation ot. the Panles. An agent ls not obligated to reveal to either Party any confidential information oblained from lhe other Party whrch does not rnvolve the afUrmative dulies sel forth above \b) Buyer's Agenl A selling agent can wilh a Buyer's consent. agree to acl as agent lor the Buyer only. ln lhese siluations the agenl is nol the Sell€ls agent, even d by agreem€nl the agent may r€ceive compensalion for services rendered, eilher in fullor in part from the Seller An agent acting only for a Buye. has the foilowing afrlrmalive obligations l1) To the Buyer. A fiduciary duty of utmost care. inlegrily. honesly, and loyalty in deelings with the Buyer. (2) To the Buyer ancl the Se//eri a. Diligent exercise of reasonabl€ skills and care in performance of lhe agenl's dulies b A duty of honest and fair dealing and good faith. c. A duly to drsclose all facts known to the agent materially affecting the value or desjrabilily of lhe properly that are not known to. or within lhe diligent atiention and obseNalion of. the Parlies An agent is not obligated to reveal lo either Party any conrldenlial information obtained from lhe other Parly which does nol involve the affirmalive duties set forth above \c) Agenl Reptesenhng Bolh Seller and Euyer A real estale agent. either acling directly or lhrough one or more associate licenses. can legally be the agenl of bolh lhe Seller and the Buyer in a transaction, but only w h the knowledge and consent of both the Seiler and the PAGE 9 OF 1I

INITIALS
.r 2019 AtR CRE All Rights Reserved.

Eodoced w h zpFdmOby zrpLogrx 14070 Fll6 MI€ Road. Fraer MEhqana8026

INITIALS
OFA-20.30, Revised 10-13-2022
:r4r44a as-rem sPfltlg llrll ll0

Item # 3.

Buyer. (1) ln a dual agency situation the agenl has the followrng affirmative obligations to both the Seller and lhe Buyer: a. A fiduciary duty ot utmost care, inlegrity, honesty ahd loyalty in lhe d€alings with eilher Seller or the Buyer. b. Other duties lo the Seller and the Buyer as slated above n th6ir respective seclions (a) or (b) of this parc$aph 24 2 (2) ln representing bolh Soller and Buyer. the agent may, not withoui lhe express permissjon of lhe respective Party. disclose to the other Party confidential intormation. including. but not limited to. facls r€lating to eilher Buye/s or Seller's financial position. molivations. bargaining posrtion. or other personal information that may impacl price, rncluding S6ller's willingness lo accept a price less than the lisling price or Buyels willingness to pay a price greater than the price offered (3) The above dulies of the agenl in a real estale transactron do not relieve a Seller or Buyer from lhe responsibility lo prolecl thefi own inlerests Buyer and Seller shoud carefully read all agreements to assur€ that lhey adequately 6xpr6ss their undersiandrng ot lhe transaction. A real estate agent is a pe6on qualified to advise about real estate ll legal advice is desired. consult a competent professional Buyer has the duty lo exerose reasonably care to prolect Buyer. rncluding as to those facls about the Proporiy whrch are known to Buyer or within Buyer's diligent attention and observation Both Seller and Buyer should strongly consider obtaining tax advrce from a competenl professional because the federal and stale tax consequences of a ka.sactio4 can be compler and subtecl to charge.
\d) Furlher Disclosules. Throughoul lhis transaclion Buyer and Seller may receive more than one disclosure. depending upon the number of agents assisting in the transaclion Buyer and Seller should each read its contents each time rl rs presented. considering the relationship between them and the real estate agent in thrs lransaction and that disclosure Buyer and Seller €ach acknowledge receipt of a disclosure of the possibility of multiple reprosentation by lhe Broker representing that princrpal This disclosure may be parl of a hsting agreement. buyer rep.esentation agreement or separale documenl. Buyer underslands thal Broker represenling Buyer may also repr€sent other potential buyers, who may consider, make offers on or ultimately acquire the Property Seller understands lhal Eroker representing Seller may also represent oiher selers with competing properties that may be of interest to this Buyer. Brokers hav€ no responsibility with respect to any default or breach hereof by either Party. The Partios agree that no lawsuil or other legal proceeding involving any breach of duty. error or omrssion relating lo this transaction may be brought against Broker more than one year afier the Date of Agreemeni and that the liabrlity (including courl costs and attorneys' fees ), of any Broker wilh respecl to any breach of duty, enor or omission relating to thrs Agreement shall not etceed the fee received by such Broker pursuant lo this Agreementi provrded, however. thal the for€going Imitatioo on each Broker's liability shall nol be applicable lo any gross negligence or willful misconducl ot such Eroker.

24.3 Confidenlial lnformatbn Euyet and Seller agre6 to rdenlify to Brokers as "Confidential" any communicatron or informalion given Brokers that is considered by such Pafty to be confidential.

25. Construction of Agreement. ln construing this Agreement all headings and litles are for the convenience of the Parties only and shall not be considered a part ol lhis Agroemenl. Whenever required by the context. the srngular shall include the plural and vice versa. This Agreemenl shali not be construed as il prepared by one ol the Partres. but ralher according to its fair meaning as a whole. as if both Parties had prepared il

26. AdditionalProvisions:

Additional provisrons of this offer. if any. are as follows or are attached hereto by an addendum or addenda consrsting of paragraphs _ through_ . (lf there are no additional provisions write "NONE-.) A, Exbected closind Datse: on o! befor€ December 16 2024 B- Brokerade: The Darties acknowledde that Lachl ,h Ri.h,r.ls 6f Hidh]:nd c6tm.rcia1. Inc. is the onlv leal estate aoent involeed i.n thi.s tlansact ion and that selle! shall Dav Hiqhland cotmercial a sale fee at and throudh closind in r^.6rd^h.. uith : sab:r:te faa adr6eheht- (: Cr tv a^rh.r I C^ht1hd.h.w: Thl e Adreemaht i s ].i ndah]. nb^h Rrlvar Council aDDrowaf of the transaction bv Decehber 11 2024 D. c1osind costs: seller to Dav all escrol. and t i tlr cl6s i nd d6st-s.

ATTENTION: NO REPRESEIITATION OR RECOMiIENOATION lS MADE BY THE AIR CRE OR BY ANY BROKER As TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEOUENCES OF THIS AGREEMENT OR THE TRAiISACTION TO WHICH IT RELATES, THE PARTIES ARE URGED TO:

1. SEEK AOVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT. 2- RETAIN APPROPRIATE CONSULTANTS TO REVIEW ANO INVESTIGATE THE CONDITION OF THE PROP€RTY. SAIO INVESTIGATION SHOULD INCLUOE BUT NOT BE LIMITEO TO: THE POSSISLE PRESENCE OF HAZARDOUS SUBSTANCES. THE ZONING OF THE PROPERTY, THE INTEGRITY AND coNDlflON OF ANY STRUCTURES ANo oPERATING SYSTEi,IS, ANO THE

SUITABILITY OF THE PROPERTY FOR SUYER'S INTENOEO USE,
wARNING: lF THE PROPERTY lS LOCATED lN A STATE OTHER THAN cALlFoRNlA. c€RTAIN PROVISIONS oF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.

NOTE:

1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY,

2. IF EITHER PARTY IS A CORPORATION. IT IS RECOiTMENDED THAT THIS AGREEMENT BE SIGNED BY TWO

CORPORATE OFFICERS,
PAGE 1O OF 11

INITIALS INITIALS
O 2019 AIR CRE. All Rights Reserved. OFA-20.30, Revised 10-13-2022 PDdoced q$ zrpFdmoby zrpLoEx ISOT0FGsMieRoad Fraer MrchEan46026 !4i44rr!!oga,!!fr Spri.g ll'll ll0

Item # 3.

The undersEned Buyer offers and agrees to buy the Property on the terms and condilions staled and acknowledges receipt of a copy hereot

BROKER BUYER
city of GEass val,Iey
By
Tle Printed: Tin Kiser
Trtle: Citv i.tanad€r
Phone (530) 274 -4312
By
Trt e
Federa lD No
% ol the Purchase Pflce to be divided between lhe Brokers as follows: Seller's Broker o/o This Agreement shall serve as an irrevocable instruction to Escrow Holder to pay such Brokerage Fee to E rnar
Brok€r DRE License #
Agent DRE License #:

Buyer s groker

27. Accepta.rce.
27 I Seller accepls the foregoing offer lo purchase lhe Property and hereby agrees lo sell the Property lo Buyer on the lerms and conditrons therein specified.
27 2 ln consideralion of real estate brokerage service rend€red by Brokers, Seller agreos to pay Brokers a real estaie Erokerage Fee in NOTE: A PROPERTY INFORMATION SHEET IS REQUIREO TO BE OELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT Brokers out of the proceeds accruing to the accounl of Seller at the Closing27.3 Selle. acknowledges .eceipt of a copy hereot and authorizes Brokers to deliver a signed copy lo Buyer SELLER
Lerie Eamily tlust
BROKER
gighland comercial, Inc
Atl. Lachlan Richards
Title: Presj,dent/Broker Name Printed: Jef le!.is, Tlustee T lle
Phone (530) 687-2175
Emarl.@
Phone (530) 470-17,10
Emarl 1ock"6 hiohfandcre . con
By
Title
Federal lO No

INITIALS
o 20t9 AtR cRE
PAGE ll oF l'l tttrlALs
All Rights Reserved. oFA-20.30, Revised 10-13-2022
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Federal lD No.

Emarl:

Name Pnnled
By
Federal lO No:

Broker DRE Lrcense a
Agents DRE Lrcense rr
Email
AIRCRE " https://www.airc.e.com' 213-6A7-8777' contracts@aircr€.com NOTICE: No part of these works may be reproduced in any form withoul permission in writing.

Item # 3.

AIRCRE
contracts

DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP
(As required by the Civil Code)
When you ent6r into a discussion with a real estale agont r€garding a real estate transaction, you should lrom lhe oulset understand what lype of agency relationship or representation you wish lo have with the agent in the transaction.

SELLER'S AGENT
A Seller's agent under a listing agreemenl with lhe Seller acts as the agenl for the Seller only. A Selle/s agenl or a subagenl of that agent has the following affirmative obligationsl
To the Selle. A fiduciary duty of ulmost care, inlegnty, honesty and loyalty rn dealings wrth the Seller To the 8uy€r and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of lhe agent's dulies. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the egent materially affecting the value or d€sirabilily of lhe properly lhat are not known to. or within the diligent atlention and obsorvalion of. the parlies.

An agent is not obligated lo reveal to e{her party any contidenlial informalion obtained from the other party that does nol involve the afllrmalive duties set forlh above
BUyER's AGENT
A Buyer's agent can with a Buyer's consent, agree to act as agenl for the Buyer only ln lhese srtuations, the agent is not the Seller's agent. even if by agreement the agent may receive compensation for services rendered, either rn full or in part trom the Seller. An agent acling only for a Buyer has the following affirmative obligations:

To the Buyer: A fiducrary duty ot utmost care integrity. honesty and loyalty in dealings wilh the Buyer To the Buyer and the Seller:
(a) Oiligent exercis€ of reasonable skrll and care rn performance of the agenl's duties. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all tacts known to the agenl malerially affecting the value or desirability of lhe property that are not known to. or within lhe diligent attention and observation of, the partaes.

An agenl is not obligated to r6v6al to either parly any confidential intormation oblarned from lhe other party thal does nol involve lhe affirmative duties set forth abov6.

AGENT REPRESENTING BOTH SELLER ANO BUYER
A real estate agent, either acting directly or through one or more salesperson and broker assocjales. can l€gally be lhe agent of both the Seller and the Euyer rn a transactron, but only with the knowledge and cons€nt ot both the Seller and the Buyer. ln a dual agency situalion, ihe agent has the following affirmative obligations to both the Soller and the Buyer:
(a) A fduciary duty of utmost care. integflly. honesiy ancl loyalty in the dealings with either the Seller ofthe Buyer. (b) Olher duties to the Seller and the Buyer as stated above in their respeclive sections ln represenling both Seller and Buyer, a dual agent may not. without the permission of lhe .espective party. disclose to the other party confidential information. including. bul not limiled to, facts relaling to either the Buyer's or Seller's financial position, motivations. bargaining position. or olhor personal informatlon lhal may impact price, including lhe Seller's willingnoss to accept a price less than the listing p ce or the Buye/s willingness to pay a price greater than the price offered

SELLER AND BUYER RESPONSIBILITIES
Eilher the purchase agreement or a separate document will conlain a confirmatrcn ot which agenl rs repGsenling you and whelher that agent is representng you exclusively in the transaclion or acting as a dual agent. Pleas€ pay atlention to lhal confirmation to make sure it accuralely reflects your understanding of your agent's role. The above duties of th€ agenl in a real estate transactDn do nol relieve a Sel16r or Buyer from the responsibrlity to protect his or her own interesls You should carefully read all agreements to assure that they adequately express your understanding of th€ transaclion. A real eslate agenl is a person qualfied to advise about real estate. lf legal or tax advice is desired. consult a competent p.ofessional. lf you are a Buyer, you have the duty to exercise reasonable care to protect yourself, including as to those facts about the properiy which are known to you or wilhin your diligent attenlion and observation. Both Sellers and Buyers should slrongly consider obtaining lax advice from a competenl professional because the federal and slale tax consequences of a lransaction can be complex and subject to change Throughout your real properly transaction you may recerve more than one disclosure form, depending upon the number ot agents assrstng rn the transaclion. The law requires each agenl wrth whonr you have more lhan a casual relatronshrp to present you w h lhis drsclosure form You should read rts conlents each lime it is presented to you. consdering the relalionship between yo! and the real estate agent in your specific transaclion This disclosure form ihcludes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set torth on page 2. Read it carefully. l/WE

ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE ANO THE PORTIONS OF THE CIVIL COOE PRINTEO ON THE SACK (OR A

SEPARATE PAGE),
E s,v"' E selter E Lessor E r."".u
E Lessee
Hj.qhl and
Date
City of Glass valley
E euyer E se ter E Lessor Date
Agenl Codoelcial, Inc. DRE Lc s0130276?
Rea Esrate Broker (F rm)
By DRE Lrc f01302767 Dale
(SalespeBon or Broker-Assooalo) Lachlan Richalds, Brok6r THIS FORI\,,I HAS BEEN PREPARED BY AIR CRE, NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEOUACY OF THIS FORM FOR ANY SPECIFIC TRANSACTION. PLEASE SEEK LEGAL COUNSEL AS TO THE APPROPRIATENESS OF THIS FORM.

PAGE 1 OF 3

INITIALS INITIALS
@ 20{9 AIR CRE. All Rights Reserved. AD-3.01, Revised 10-22-2020 llrdrlutrl l .rut!,('il l,r l l:r{D \ l1Ltr \'rll.r R.&l NAiLLI ( }(.\e(9 l,lu'c sror;olr$ [r\ \]x1(r3, \pnmll'll llir I irltlxr Rrclw,ti prodred Mth apFornoby apL€rx 18o7o Fnen Mrre Road Frae. Mknqa.a8o26 !ar44!!I!S4qo

Item # 3.
2079.13. As used in Seclions 2079 7 and 2079 14 to 2079.24. inclusiv€. the following terms have the lollowlng meanings:
(a) "Agenl" means a pe6on actrng under provisions of Tille I (commencing with Section 2295) in a real property lransaction. and. includes a person who is licensed as a real estate broker !nder Chapter 3 (commencing wdh Section 10130) of Pa.l 1 of Divrslon 4 of the Business and Professrcns Code, and under whose license a lastrng rs ex€cuted or an offer to purchaso is obtained. The ageni in the real properly transaction bears rssponsibility for lhat agent's salesp€rsons or broker assocrales who perform as agents of the agenl. When a salesperson or broker assocrat€ owes a duly lo any principal. or to any buyer or seller who is nol a prncipal, in a real property transaction. that duty is equivalent to lhe duty owed to that pariy by the broker for whom lhe salespoGon or broker associate functions. (b) "Buyel' means a lransferee in a real property iransaction and includes a person who executes an offer lo purchase real property trom a seller through an agent, or who seeks lhe services of an agent in more than a casual, lransrlory or preliminary manner. wrlh lhe obFct ot enlering rnto a real properly trensaction. 'Buyer" includes vendee or lessee of real property. (c)'Commercial real property" means all real property in the state. except (1) singleJamily residential real property, (2) dwelling unrts made subject lo Chapler 2 (commencing with Seclion 1940)ofTitle 5 (3)a mobrlehome, as dellned in Section 7983. (4) vacant land. or (5) a recreational vehicle. as defined in Soction 79929 (d) "Dual agent' means an agent acting, eilher directly or through a salesperson or broker associate. as agent tor both the seller and the buyer in a real properly kansaction. (€) "Lrsting agreement" means a writien contract between a seller of real property and an agenl, by which the agent has be€n authorized to sell lhe reai property or lo tind or oblain a buyer, including r€ndering olher seNices for which a real estale license is required lo the seller pursuanl to the terms of the agreement (0 "Seller's agent" means a person who has obtain€d a listing of real property io act as an agent for compensation. (g) "Lrsting pnce" rs lhe amount expressed rn dollars speofled rn the listing for which the seller is willing lo sell lhe real property through the seller's agent. (h) "Offering price" is the amount expressed in dollars specified in an offer lo purchase lor whrch the buyer is willing to buy the real property. (i) "Offer to purchase" means a written contract executed by a buyer acling lhrough a buyer's agenl that becomes the contracl for the sale of the real property upon acceptance by the seller. (i) "Real property" means any estate specifled by subdivision (1) or (2) of S€ction.761 rn property. and includes (1) srngleJamity residential properly. (2) multiunit residential property wiih mor€ ihan four dweling units. (31 commercial real property. (4) vacanl land. (5) a ground lease coupled with improvements. or (6) a manufactured home as defined in Seclion 18007 of lhe Heallh and Safety Code. or a mobilehome as deflned in Section 18008 of the Heallh and Safety Code, when offered for sale or sold through an agent pursuant lo the authority conta,ned in Sectton 10131 6 of the Business and Professions Code (k) "Real properly transactron" means a transaction for lhe sale of real property in which an agenl is retained by a buyer. seller. or bolh a buyer and seller to acl in that hansaclion. and includes a lisling or an offer lo purchase (l) "Sell," "sale." or "sold" refers to a transaction for the transfer of real property fiom the seller to th€ buyer and includes exchanges ol real property between the seller and buyer, lransactions for the creation of a real property sales conlract within the meanhg of Section 2985. and transactions for the creation of a leasehold exceeding one year's duration. (m) "Seller" means the transferor in a reai property transaction and includes an owner who lists real property with an agent, whether "Seler" means the lransferor in a real prope(y transaclion and includes an owner is the owner from an agent on behalf of another. "Seller" inciudes both a vendor and a lessor of real property. (n) "Buyels agent" means an agenl who represents a buyer in a real property transaction
2079.r6 Reproduced on Page 1 of this AO form
Seller's Brokerage Firm DO tlOT cOMPLETE, SAMPLE ONLY
ls the broker of (check one): E the seller: or E both the buyer and seller. (dual agenl) Seller's Agent DO NOT COMPLETE, SAMPLE ONLY
ls (check one) ! the Seler's Agent (salesperson or broker assoaate), or E both lhe Buyer's Agenl and the Seller's Agenl. (dual agent) Buyels Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY
s the broker of (check on.) D tt,e urye,, or n both the buyer and seller (dual agent) Buye.s Asenr DO NOT COMPLETE, SAMPLE ONLY L cense Number ls (check one): E lhe Buye/s Agent. (salesperson or broker associate)i or C both lhe Buye/s Agent and the Selleas Agenl. {dual agent) 2079.18 (Repealed pursuant lo AB-1289. 2017-18 California Legislative session) 2079.14. A selle/s agent and buye/s agent shall provide the seller and buyer in a real properly transaction with a copy of the disclosure form specified rn Seclion 2079 16. and shalloblah a signed acknowledgmenl ot receipt lrom that seller and buyer except as provided in Section 2079 15. asfollows:
(a) The seller's agent. if any, shall provide the disclosure form lo the seller prior to entering into the listing agreement. (b) The buyefs agent shall provide the disclosure form to the buyer as soon as practicable p or lo execution of lhe buyer's offer to purchase. lf lhe offer to purchase is not prepared by the buyer's agenl, the buyer's agent shall present the disclosure form to the buyer not laler than the next business day afler receiving the offer to purchase from the buyer
2079.15. ln any circumstance in which lhe seller or buyer refuses lo sign an acknowledgement ol recerpt pursuant to Section 2079.14. the agent shall sel forlh, sign, and date a wfltten declaration of the facts of the refusal 2079.'17(a) As soon as practicable. the buyer's agenl shall disclose to the buyer and seller whether the agenl rs acling in the real property transaction as the buyer's agent. or as a dual agent representing both the buyer and the seller This relationship shall be confirmed rn the contract io purchase and sell real property or in a separate wriling executed or ecknowledged by the sell€r. the buyer, and the buyer's agent prior to or coincident with execution of that contract by lhe buyer and the seller respeclively (b) As soon as practicable. the seller's agent shall disclose to the seller whelher the seller's agent is acting rn the real property transactron as lhe seller's agent. or as a dual agent represenling both the buyer and seller This relationship shall be confirmed rn the contracl to purchase and sell real properly or in a separate writing executed or acknowledged by lhe seller and the selle/s agent prior to or coincideni with the execulion ofthat contract by the seller. (C) CONFIRMATION: The following agency relalionships are confirmed lor this kansaction. (d) the disclosures and confirmation required by thrs section shall be in addilion lo the disclosure requrred by Section 2079.14 An agents duty lo provide disclosure and confirmation of representation in this seclion may be pedo.med by a r6al estate salesperson o. broker associate afliliated with that broker.

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AD-3.01. Revised 10-22-2020

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@ 2019 ArR CRE All Rights Rese.vcd.

Prodled Mth 2DFo.moby zOL€ r 13070 Finen Mlb Ro.d F..s Mchigan48026 ya644z1!Io!a$m \frng ILII lllr

DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP
crvrL cooE sEcTroNs 2079.13 THRoUGH 2079.24 (2079.16 APPEARS ON THE FRONT) License Number
Lrcense Number _

Item # 3.
2079.19 The payment of compensation or the obligation to pay compensation to an agenl by the seller or buyer is not necessarily determinative of a particular agency relationship belween an agent and lhe seller or buyer. A lisling agent and a selling ag6nt may agree to share any compensation or commission paid or any right to any compensation or commission for which an obligalion arises as lhe resull of a real estate lransaclion, and the terms of any such agreemenl shall not necessarily be delerminalive of a particular relalionship 2079.20 Nothing in this arlicle prevents an agent from selecting. as a condilion of lhe agenl's employment. a specfic form of agency relalionship not specifically prohibited by this arlicle if the requirements of Section 2079.'14 and Secuon 2079 17 are complied wilh 2075.21 lal A dual agent may nol, wilhout the express permission ot lh€ seller. disclose io the buyer any confidential informalion obtained trom the seller (b) A dual agent may not. without the express permission of the buyer. disclose lo the seller any conlidential information obtained from the buyer (c) "Confidential information" means tacls relating to the client's fihancial position. motivations. bargaining position or other personal hformalion lhat may impact p.ice. such as the seller is willing lo accept a price less than the listing price or the buyer is willing to pay a price greater lhan the pnce offered. (d) Thrs sectrcn does not alter in any way the duty or responsibrlity ot a dual agent lo any principal with respect to confldential informalion other 2079.22 Nothrng in thrs arlicle precludes a seller's agent from also berng a buyer's agont. lf a seller or buyer in a transaction chooses to nol be represented by an agent, that does not, of rtself make that agent a dual agent. 2079.23 lal A contract between the principal and agent may be modilled or altered to change the agency relationshrp at any time before the performance of the act which is the object of the agency with the written consent ol the parti€s to the agency relationship (b) A lender or an auctron company relained by a lender to control asp€cts ot a transaclion of real property subiect to this part. including validating ihe sales prjce. shall not requi.e. as a condition of rec€ivin9 the lender's approval of lhe transaction. the homeowner or listing agent to defend or indemnify lhe lender or auctron company from any liabriity alleged lo result from the actions of lhe lender or auction company Any clause, provrsion, covenant or agreement purporting to impose an obligation to defend or indemnify a lender or an auction company in violation of this subdivrsion is agarnsl public policy. void. and 2079.24 Nothing in this article shall be construed to either diminish the duty ol disclosure ow€d buyers and sellers by agents and their associal€ li€ensees. subagents. and employees or to relieve agents and their associate licensees subagents. and employees from liability for lheir conduct rn connection with acts governed by lhis article or for any breach of a tiduciary duty or a duty of disclosure.

AIRCRE' httpsl/www.aircre.com' 211-GA7-4777' [email protected] NOTICE: No part of the works may be reproduced in any lorm without permission in writing.

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INITIALS
o 2019 AtR CRE All Rights Reserved.

Produc.d q h zpFortroby zrpLogr 13070 Fi!e. Mrre Rod Fra*. Md'rg..48026 laedrrllrrulom

INITIALS
AD-3-01. Revised 10-22-2020
\r,o8 IIrll Il0

Item # 3.

City of Grass Valley
City Council
Agenda Action Sheet
Title: Loma Rica Ranch – Accept Open Space Dedication and M1 Zone parcel CEQA: Not a Project pursuant to Government Code §21065 because the land dedication will not cause a physical change in the environment
Recommendation: That Council 1) accept a Grant Of Open Space Land (“Agreement”) across portions of the Loma Rica Ranch property and 10 Acres of M1 adjacent to Brunswick Road, 2) authorize the City Manager to execute any necessary agreements for the land dedication to the city, subject to results of an Environmental Site Assessment, the Planning Commission’s finding that this land purchase is in compliances with the City’s General Plan, and subject to legal review and 3) authorize the City Clerk to sign the Certificate of Acceptance for the grant deed.

Prepared by: Bjorn P. Jones, PE, City Engineer
Council Meeting Date: 12/10/2024 Date Prepared: 12/5/2024 Agenda: Consent
Background Information: Portions of the Loma Rica Ranch property, east of Brunswick Road and either side of Idaho Maryland Road, contain unique areas of nature, wildlife habitat, and open space values. As part of the conditions of approval for the Loma Rica Ranch Development project, the applicant was required to establish certain open space areas to preserve and protect these areas in perpetuity.

On August 22, 2023, the City Council approved the dedication of an Open Space Easement to the City of Grass Valley over portions of the Loma Rica Ranch property.

After further discussions with the developer and coordination with trail and biking advocacy groups, it was determined that a real property dedication of the open space areas would better convey to the City the right to enforce the protection of the natural, scenic, historical, and Conservation Values of the Open Space area and to enact future trail and land improvements. The Open Space area opens up to the public the many beneficial uses afforded by the areas, including hiking and biking trails, equestrian trails, wildlife and ecological enhancements, nature study, and fuel reduction, to name a few.

In addition to the Open Space dedication, the owners of Loma Rica Ranch have agreed to transfer ownership of 10 acres of M1-zoned property to the City of Grass Valley. This land is intended for the potential development of a biomass plant. While the zoning (M1) is compatible with such a facility, the project will still undergo a separate and comprehensive approval process. This process will include, but is not limited to, environmental review and compliance with all applicable regulations.

The legal description of the property is currently being prepared and will be subject to

Item # 4.
review and approval by the City Surveyor and City Attorney before being officially recorded. Staff are conferring with a consultant to complete a Phase I Environmental Site Assessment to ensure there are no underlying contamination liabilities on both properties.

Following the direction of the City Council, the City staff and the property owner will finalize the dedication documents for both the Open Space and M1 Zoned areas. These dedications will be subject to thorough legal review to ensure compliance with all applicable regulations and standards. Additionally, the Planning Commission must confirm that the proposed dedications are consistent with and support the objectives outlined in the City’s General Plan.

In order to expedite the acceptance of these dedications, it is requested that the Council authorize the City Manager to execute any dedication documents required for the transfer of the properties to the City of Grass Valley, pending satisfactory results of the Phase I assessment.

The developer has prepared an open space agreement and grant deed, along with the survey mapping and legal descriptions for the open space areas. These documents are attached and have been reviewed and accepted by the City Surveyor. Staff recommends that the Council accept the Open Space Dedication and authorize the City Manager and City Clerk to execute the grant deed, subject to legal review.

Council Goals/Objectives: An Open Space Dedication executes portions of work tasks towards achieving/maintaining Strategic Plan Goals #1 – Community & Sense of Place, #3 - Recreation and Parks, and #6 – Public Safety
Fiscal Impact: No immediate fiscal impact with acceptance of the dedication. Future maintenance and improvement costs would be budgeted as necessary.

Funds Available: N/A Account #: N/A
Reviewed by: _____ City Manager Attachments: Open Space Grant Deed / Agreement

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Item # 4.

City of Grass Valley
City Council
Agenda Action Sheet
Title: Prefabricated Restrooms – Approve Purchase Agreements CEQA: N/A – Not A Project
Recommendation: That Council 1) approve the purchase of three prefabricated restrooms from Public Restroom Company, 2) authorize the City Engineer to execute purchase agreements with Public Restroom Company in the amount not to exceed $240,000 per installed turnkey structure, subject to legal review, and 3) authorize the Finance Director to execute the necessary budget transfer of Measure E funds to fully fund the purchases.

Prepared by: Bjorn P. Jones, PE, City Engineer
Council Meeting Date: December 10, 2024 Date Prepared: December 4, 2024 Agenda: Consent
Background Information: In September 2024, the City executed a Memorandum of Understanding with the Grass Valley Downtown Association (GVDA) to collaborate on the construction of new public restrooms at the South Church St municipal parking lot.

Additionally, as approved in the 2024/25 Capital Improvement Project Budget, two of the outdated public restrooms at Condon Park are proposed to be replaced with modern, accessible, prefabricated units.

Staff has been working with Public Restroom Company (PRC) to finalize quotes for the purchase of three new prefabricated restroom units. In the past five years, PRC has provided the City with several other prefabricated units (restrooms, maintenance building and pool building) at other parks and all the buildings continue to function commendably. PRC is an approved Sourcewell supplier, a cooperative purchasing agency which conducts competitive solicitations on behalf of government agencies, allowing the City to contract with PRC without repeating the timely procurement process. Staff proposes to follow a similar approach to several of the prior PRC installs, whereby the City purchases the prefabricated units directly from PRC and then contracts separately for the grading, prep work and associated improvements.

Proposals for the three prefabricated units are attached to this report and represent the maximum price with all optional amenities included. Revised quotes are under evaluation for some locations were features such as hand dryers and hot water heaters may not be essential. Staff recommends that Council approve the purchase of three prefabricated restrooms from Public Restroom Company and authorize the City Engineer to execute

Item # 5.
purchase agreements with Public Restroom Company in the amount not to exceed $240,000 per installed turnkey structure.

Council Goals/Objectives: The purchase and installation of new restrooms executes portions of work tasks towards achieving/maintaining Strategic Plan Goal – Recreation & Parks.

Fiscal Impact: The purchase and installation of two park restrooms was fully funded in the FY 24/25 Capital Improvement Program Budget. The cost of a third restroom unit will be shared equally between the City and the GVDA and funded with the requested transfer of available Measure E funds.

Funds Available: Yes Account #: 200-406-64140
Reviewed by: City Manager Attachments: PRC Sourcewell Contract, Price Proposals (3 locations)

Item # 5.
081721-PRM
Rev. 3/2021 1
Solicitation Number: RFP 081721

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Public Restroom Company, 2587 Business Parkway, Minden, NV 89423 (Supplier).

Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Restroom and Shower Facility Solutions from which Supplier was awarded a contract.

Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires October 15, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.

C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. 











 

Item # 5.
081721-PRM
Rev. 3/2021 2
Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new and the current model.

Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be 











 

Item # 5.
081721-PRM
Rev. 3/2021 3
returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.

B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt entity.

C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.

At a minimum, the request must:
x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; 











 

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x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at governmentowned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell 











 

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contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.

Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which will be negotiated directly between the Participating Entity and the Supplier. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as ecommerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:













 

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x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following fields:
x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased 











 

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by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.

D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.












 

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E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. INDEMNITY AND HOLD HARMLESS

Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use thetrademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, 











 

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resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws.

5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.












 

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14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract. 











 

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The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms 











 

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no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is 











 

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primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.

Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 











 

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21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonfederal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. 











 

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C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names 











 

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of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation 











 

Item # 5.
081721-PRM
Rev. 3/2021 17
and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.

O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.

P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.

Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.

R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.

Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. 











 

Item # 5.
081721-PRM
Rev. 3/2021 18
T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.

22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Public Restroom Company
By: __________________________ By: __________________________ Jeremy Schwartz Katie Sherin
Title: Chief Procurement Officer Title: Chief Operating Officer Date: ________________________ Date: ________________________ Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________












 





 










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Item # 5.

South Church Municipal Parking Lot - Grass Valley, CA| 11/26/2024| Reference # 11945 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 1 of 9
Price Proposal: South Church Municipal Parking Lot - Grass Valley, CA Date: November 26, 2024
Reference: 11945
Sourcewell: Contract # 081721-PRM
Our Offer to Sell:

1. Restroom Building delivered to site @ $ 208,125
Public Restroom Company (PRC) herein bids to furnish (building only per plans and specifications, delivered to site with all costs except installation including applicable taxes excluding retention. (Retention is not allowed as this is materials or a product fully assembled before shipment to the site and therefore not subject to retention.)

2. Installation: Turnkey Installation of the Building above @ $ 31,133 with retention allowed.

Public Restroom Company also includes in this two-part quotation our turnkey installation package for this building. Our national factory authorized installation team will:
a. Arrive onsite to confirm and verify the Owner/General Contractor provided scope of work in preparation for installation including access to the site. b. Verify the building pad size, building corners, finished slab elevation, utility depth and location, meter size and distance from building, and compaction compliance. c. Excavate the utility trenches for placement of our prefabricated underground piping tree for the buildings plumbing and electrical, set the kit in place, provide the water test for inspection before backfilling, and then place the site adjacent coarse sand you provide to us alongside the building pad and screed it level for final building placement. We will need onsite water availability for wetting the sand bed before building placement to consolidate the pad.
d. Set the building on the site pad.
e. Connect the utility piping stub ups to the building piping stub down building points of connection for water, sewer, and electrical conduit to the building internal electrical panel.

3. Owner/General Contractor Final Tie In of Utilities and other site work:
a. The Owner/Contractor is responsible for making all final plumbing connections at the 6’ POC locations.
b. The Owner/Contractor is responsible for pulling wire and completing all final tie-ins to the electrical panel from the 6’ POC location.
c. The Owner/Contractor is responsible for preparing the pad/foundation. PRC will trench through provided pad/foundation to run utilities to 6’ POC locations.

4. Total Cost of building and installation @ $ 239,258

Item # 5.

South Church Municipal Parking Lot - Grass Valley, CA| 11/26/2024| Reference # 11945 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 2 of 9
OWNER/GENERAL CONTRACTOR SCOPE OF WORK WITH/WITHOUT FOOTINGS:

Scope of Work Background:

Owner/General Contractor shall survey the site, establish survey for the building pad and prefabricated building slab elevation and front corners, excavate for building footings (if required), locate footing sleeves for electrical, waste, and water, pour the footings (if required), furnish sand base adjacent to subgrade pad, and provide location for utility POC’s nominally 6’ outside the foundation.

Preparation of Building Pad:

Owner/General Contractor is responsible for providing the building subgrade pad or when required footings to frost depth per Public Restroom Company design specifications. PRC will provide detailed drawings for the subgrade building pad, utilities POC’s, and if required the footings, attached to this scope of work.

Subgrade Pad/Foundation Requirements:

1. Owner/General Contractor shall survey the building site and provide a finished slab elevation for the prefabricated building. The building pad size we require is larger than the final actual building footprint. Provide building front corner stakes with 10’ offsets.

2. Excavate the existing site to the depth of the required footings to local code if required.

3. Furnish coarse concrete sand adjacent to subgrade pad so PRC can cut the utility trenches, install underground utilities, and screed sand.

4. If determined that under slab vapor barrier and or insulation is required, Owner/General Contractor shall provide materials and installation.

Owner/General Contractor verification of site access to allow Building Delivery:

1. You certify to PRC that suitable delivery access to the proposed building site is available. Suitable access is defined as 14’ minimum width, 16’ minimum height, and sufficient turning radius for a crane and 70’ tractor-trailer.

2. Our cost is based upon the crane we provide being able to get within 35’ from the building center and for the delivery truck to be no more than 35’ from the crane center picking point.

3. If the path to the building site traverses curbs, underground utilities, landscaping, sidewalks, or other obstacles that could be damaged, it is the Owner/General Contractor ‘s responsibility for repair and all costs, if damage occurs.

4. If trench plating is required, it shall be the cost responsibility of the Owner/General Contractor.

5. If unseen obstacles are present when site installation begins, it is the Owner/General Contractor responsibility to properly mark them and verbally notify PRC before installation.

6. If weather becomes an issue for safety or site installation delays due to weather, Owner/General Contractor or PRC with General Contractor’s confirmation may call-off set. If building set is stopped, relocation of the building modules to an onsite or offsite location may incur additional costs to Owner/General Contractor.

Item # 5.

South Church Municipal Parking Lot - Grass Valley, CA| 11/26/2024| Reference # 11945 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 3 of 9
Installation Notice and Site Availability:

PRC will provide sufficient notice of delivery of the prefabricated building. The Owner/General Contractor shall make the site available during the delivery period. During the delivery period, on an improved site, Owner should stop site watering several days before delivery to minimize the impact on the soils for the heavy equipment needed for installation.

Caution: If site is not ready for our field crew to perform their installation and if no notice of delay in readiness from Owner/General Contractor is received, PRC will provide a change order for remobilization on a daily basis until the site is ready for us. Ready means that the site pad is completed, the corner required survey stakes are in place, the slab elevation stakes are in place, the location of the front of the building is confirmed on site, and access to the site is available from an improved roadway. Owner/General Contractor shall sign the change order before we will continue delivery.

Public Restroom Company will “turn-key” set the buildings including the hook up of utilities inside the building (only) when they are available. PRC will use its own factory trained staff for the installation.

Utility Connections:

1. PRC to complete all internal building plumbing connections and connections from the electrical panel to building’s fixtures. The Owner/ Contractor is responsible for making the final plumbing connections at the 6’ POC locations.

2. The Owner/Contractor is responsible for pulling the wire and completing the final tie-in to the electrical panel from the 6’ POC location.

3. The Owner/Contractor is responsible for commissioning the building once final utility connections are made. This includes flushing & testing all water service lines before final startup.

Special Conditions, Permits, and Inspection Fees:

Follow any published specifications governing local building procedures for applicable building permit fees, health department fees, all inspection fees, site concrete testing fees, and compaction tests, if required by Owner. PRC is responsible for all required State inspections and final State insignia certification of the building, if applicable.

Jurisdiction for Off-site Work:

Jurisdiction, for permitting and inspection of this building shall be either the State agency who manages prefabricated building compliance in the state or the local CBO (when the State does not provide certification.) If the responsibility for building inspection is the local CBO, we will provide a certified plan set, calculations, and a third-party engineer inspection report for any and all closed work the local official cannot see.

Item # 5.

South Church Municipal Parking Lot - Grass Valley, CA| 11/26/2024| Reference # 11945 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 4 of 9
PUBLIC RESTROOM COMPANY SCOPE OF WORK:

Our In Plant/Off-Site Construction Scheduling System:

PRC has several off-site manufacturing centers in the United States, strategically located, with the proper equipment and trained staff to fabricate our custom buildings to our high-quality fit and finish standards. PRC manages quality control in our off-site production facility to comply with the approved drawings and provides an inspection certification and photos as required. When proprietary materials, which we have designed and fabricated, are part of the project, PRC supplies the manufacturing centers with these proprietary PRC components. We then schedule the in-plant construction process to coordinate with your delivery date through our Operations Division field staff. We guaranty on time at cost delivery weather permitting.

Special Payment and Progress Billing Terms:

Invoicing begins on the 30th of the month following an order and/or the acceptance of the proposal/contract.

The first progress billing invoice will be issued for the commencement of design and engineering of architectural plans. This will be 10% of the contracted amount. Once construction begins invoicing will commence monthly based on plant percentage of completion, supported by photographs.

In the event of project stoppage, additional fees may be assessed for re-mobilization, storage, crane costs, etc. Our discounted project costs are based upon timely payments. Delays in payment could change delivery schedules and project costs.

Delivery and Installation:

Site Inspection:

PRC staff, upon site arrival, will verify the required dimensions of the building pad and the corner locations/elevation. We will also verify the delivery path from an accessible road or street and install the underground utilities to the point of connection nominally 6’ from the exterior of the building.

Installation:

PRC will install the building turn-key, except for any exclusion (listed under “Exclusions,” herein.) Installation of Utilities under the Prefabricated Building:

We fabricate off-site an underground utilities (water, and DWV piping and fittings) preassembled plumbing and electrical tree. Our site staff will set the underground tree into code depth excavated trenches and our staff will install the coarse concrete sand to bed the piping per our submitted drawing.

We provide all the buildings under-slab piping including the driven electrical ground rod. The Owner/General Contractor brings utility services to within 6’ of the pad and are responsible for final connections at that point.

Item # 5.

South Church Municipal Parking Lot - Grass Valley, CA| 11/26/2024| Reference # 11945 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 5 of 9
Connection of Utilities Post Building Placement:

After placement of the building on the pad by PRC, our field staff will tie in the water and sewer connection “inside” the building only and terminate at a point of connection (POC) outside the building clearly marked for each utility service. The Owner/General Contractor is responsible for final utility point of service connections at the nominal 6’ from building locations.

Electrical:

PRC provides the electrical conduit to the POC 6’ from the building. The Owner/General Contractor pulls the wire and ties it off on the electrical panel.

Plumbing:

PRC provides the POC up to 6’ from the building footprint and the Owner/General Contractor connects the water to our stub out location.

Sewer:

Some sites depending on the local jurisdiction will require an outside house trap which Owner/General Contractor shall install if needed. PRC will provide you with a sewer point of connection including a clean out to which Owner/General Contractor will terminate the site sewer service.

Testing of Water, Sewer, and Electrical in Plant and Final Site Utility Connection:

Before the building leaves the manufacturing center, PRC certifies a pressure water piping test, DWV, and the electrical connections for compliance with code. While the building is fully tested for leaks at the plant before shipment, road vibration may loosen some plumbing slip fittings and require tightening once the building services (water) is completed. Owner/General Contractor is responsible for minor fitting tightening to handle small slip fitting leaks caused by transportation.

Time of Completion:

PRC estimates a 240 calendar day schedule to complete our scope of work from receipt of written notice to proceed together with signed approved architectural submittals; including final construction documents and structural calculations from all authorities required to approve them.

Exclusions/Exceptions:

1. Access issues for delivery of the building by a clear unobstructed path of travel from an improved roadway to the final installation pad or foundation may cause site delays and extra cost at each site. This exclusion covers sites whose access is limited by trees, inaccessible roadways, overhead power lines at location where crane will lift building, grade changes disallowing our delivery trailers with only 4” of clearance to grade, berms, or uneven site grades, or when the path of travel is over improvements such as sidewalks, all of which are not within the scope of work by PRC. On some sites without on-site storage availability for buildings that cannot be set, relocation to a proximal crane yard and later relocated to the site for installation, will incur additional fees at rates that vary depending on local rates. PRC will provide written costs for this additional work by change order.

Item # 5.

South Church Municipal Parking Lot - Grass Valley, CA| 11/26/2024| Reference # 11945 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 6 of 9

2. If weather on site causes site delivery issues, the delivery may have to be diverted to an off-site location and the additional costs will be a change order to the bid. Our staff works with the Owner/General Contractor in advance to make sure sound decisions for delivery are made to avoid this issue. But sometimes Owner/General Contractor take risks for weather, but this risk is clearly at the Owner/General Contractor risk, not PRC.

3. Sidewalks outside the building footprint.

4. Trench plates or matting needed for protection of site soils, sidewalks, hardscaping, or site utilities shall be the responsibility of the Owner/General Contractor. Any site soils damage or other site improvements if damaged during installation shall be the responsibility of the Owner/General Contractor.

5. Not responsible for removing any soil, sand, or other debris as a result of trenching or installation.

6. Survey, location of building corners, finish floor elevation, excavation, and construction of subgrade building pad and footings (if required) per PRC plans.

7. Soil conditions not suitable for bearing a minimum of 1500 PSF with compaction to 90% maximum dry density shall require Owner/General Contractor correction before building placement. If no soils testing report is available before bid, Owner/General Contractor must verify site supporting soils at a minimum of 1500 PSF because that is the least we can place our structures on or Owner/General Contractor or engineer of record must design a foundation system to meet the imposed loads of site placement.

8. Improper water pressure, an undersized meter, or improper water volume flow to the building may necessitate a change order for installation of a building internal diaphragm tank to provide the minimum flow rate and static pressure of up to 60 PSI and a minimum of 40 PSI to properly flush the fixtures. Building water service chlorination, post installation, shall be by Owner/General Contractor.

9. Our bid included crane costs are based on a maximum 35’ radius from the center pin of the crane (10’ back from the rear of the crane) to the building center point of the furthest building module roof. If additional distance requires a larger crane, additional costs will be assessed by change order to the Owner/General Contractor.

10. Bonds, building permits, a site survey, special inspection fees, minor trash removal (nominally one pickup truck of shipping materials), final utility connections to the on-site water, sewer and electrical are by the Owner/General Contractor. Since the building is fully inspected and tested in plant, minor plumbing leaks (if water is not available when building site work installation is completed) is by the Owner/ General Contractor.

11. Site Traffic Control, if applicable, shall be by Owner/ General Contractor, not PRC.

12. Any equipment installation, site work or special inspections other than described within this proposal, shall be by Owner/General Contractor.

13. Backflow certification if applicable by Owner/ General Contractor.

14. Any Fire Suppression Systems by others, not by PRC.

15. Any future transformers, related shut offs, and disconnects for electrical is by others, not by PRC.

16. If determined that under slab vapor barrier and or insulation is required, Owner/General Contractor shall provide materials and installation.

Item # 5.

South Church Municipal Parking Lot - Grass Valley, CA| 11/26/2024| Reference # 11945 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 7 of 9
Insurance and Prevailing Wage Certification:

PRC shall comply with the required insurance requirements, wage reports, and safety requirements for the project, including OSHA regulations.

Special Insurance to protect the Building before acceptance:

As PRC requires payment for each month of off-site construction, and since the building is not on owner property where their insurance will cover the building, we maintain a special policy that insures the property even when paid for off-site until the building is finally accepted by the owner. This special policy protects the Owner’s custom ordered materials to be used in the fabrication of the building during this period. PRC provides this Stock Throughput Policy to cover the building materials from supplier to manufacturer, while it is being built off-site, while in transit to the job site, during and after it is installed on-site until final acceptance. This special policy has a $1,000,000 coverage limit. This exceeds the cost of any single building we have offered for sale herein.

Errors and Omissions Insurance:

Our firm employs licensed architects, engineers, and drafting staff to provide design of our buildings.

Since these buildings are required to meet accessibility standards and building codes on site, and since we are the designer, we carry Errors and Omissions Insurance (E & O) to protect our clients from any errors. The policy covers a limit of up to $2,000,000 per occurrence and is more clearly explained in the insurance certificates we provide after receipt of a purchase order.

WARRANTY:

All work performed by PUBLIC RESTROOM COMPANY (called “Company”) shall be warranted to the Owner to be of good quality, free of faults and defects in material, workmanship, and title for 5 years from last date of installation if building is installed by Company or 1 year if building is installed by Owner or Owner’s agent without on-site supervision by Company. Company warranty on building shell including exterior walls, concrete 8” slab/foundation, and roof system is warranted for 20 years structurally. The Company will repair or replace at their sole option any defects in work upon proper notice to the below stated address below.

Owner/General Contractor selected parts and materials that are not PRC approved will not be covered under PRC’s 5 year component warranty. These selections will be covered only by any available manufacturer warranty.

Our Company extended warranties shall be Company only and shall have no effect on any required Performance, Payment, or Warranty Bonds where Surety shall assume no liability to the Company, the Owner, or any third parties should the Company fail for any reason to deliver acceptable maintenance warranties beyond the one year period. The warranty extension is solely between the owner and PRC and not the general contractor, bonding company, or architect/engineer of record.

This warranty applies only if all work performed by Company has been fully paid for, including change orders if applicable. Company has no responsibility for any neglect, abuse, or improper handling of building product.

Item # 5.

South Church Municipal Parking Lot - Grass Valley, CA| 11/26/2024| Reference # 11945 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 8 of 9
The warranties expressed herein are exclusive, and are in lieu of all other warranties expressed or implied, including those of merchantability and fitness.

There are no warranties which extend beyond those described on the face of this Warranty. The foregoing shall constitute the full liability of the Company and be the sole remedy to the Owner.

Term of Offer to Sell and Owner/General Contractor Acceptance:

This offer is valid for acceptance within 90 days or when a part of a public bid for the applicable duration imposed within the Owner’s bid documents. Acceptance is by approving our post bid preliminary notice to begin drawings subject to final Owner/General Contractor approval of our submittals and receipt of a contract or a purchase order/contract.

Special Notice of Possible Project Cost Increases as a Result of Late Payments:

In the event of delayed or late payment, PRC shall have the right to remedies including late charges, overall project total cost increases, and other damages as allowed by applicable law. The contract price quoted herein is a discounted price based upon our receipt of progress payments as invoiced on the agreed billing schedule of PRC. In the event of non-payment, PRC will provide a 5 day written notice to cure and if payment is still not received, the discounted price for the payment due may increase, to an undetermined amount, to cover work stoppage, remobilization, cancellation of materials and subsequent restocking charges, resale of the contracted building to another party, storage fees, additional crane fees, travel and per diem costs for field crews, and any other cost applicable to the project, as allowed by law. Interest if applicable to non-payment will be assessed at the maximum amount allowed by law or 18% whichever is greater.

Termination:

Upon Termination for any reason, Owner/General Contractor shall be liable for the cost of all work performed up to the date of termination. Additionally, Owner/General Contractor shall pay for off-site demolition and disposal of the partially or fully fabricated building as well as any non-returnable materials which were custom-ordered to complete fabrication in PRC’s factory location. Any returned materials are subject to return and restocking fees at the Owner/General Contractor expense.

Venue for Contract Jurisdiction:

Public Restroom Company requires all contracts accepted by our firm to hold that the venue for legal jurisdiction for this contract offer and acceptance shall be Douglas County, Nevada. In the event of your default, PRC shall be entitled to the full amount due including reasonable attorney fees, costs, storage, expenses of physical recovery, and statutory interest, as allowed by law.

Item # 5.

South Church Municipal Parking Lot - Grass Valley, CA| 11/26/2024| Reference # 11945 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 9 of 9
No modifications to this offer shall be authorized unless confirmed in writing by the President of Public Restroom Company.

Offered by: Public Restroom Company by _________________________________ Charles E. Kaufman IV, President
This provides conditional acceptance of this preliminary purchase order for this building subject to acceptance of the submittals, furnished by Public Restroom Company. Once you accept the preliminary submittals, this shall become a final purchase agreement or at your discretion the final purchase order or a contract may be substituted with this attached.

Accepted by:
_______________________________ _______________________________ Authorized Signature Date Signed
_______________________________ _______________________________ Printed Name Legal Entity Name and Address

Item # 5.

GRASS VALLEY, CALIFORNIA

RESTROOM BUILDING
www.PublicRestroomCompany.com
ARTIST IMPRESSION: 3D RENDERING ONLY FOR REPRESENTATION. COLORS AND MATERIALS ARE SUBJECT TO CHANGE COPYRIGHT 2021, PUBLIC RESTROOM COMPANY THIS MATERIAL IS THE EXCLUSIVE PROPERTY OF PUBLIC RESTROOM COMPANY AND SHALL NOT BE REPRODUCED, USED OR DISCLOSED TO OTHERS EXCEPT AS AUTHORIZED BY THE WRITTEN PERMISSION OF PUBLIC RESTROOM COMPANY.

SOUTH CHURCH MUNICIPAL PARKING LOT
PROJECT REF#: 11945
2587 BUSINESS PARKWAYMINDEN NEVADA 89423P: 888-888-2060 F: 888-888-1448

FLOOR PLAN
SCALE: NOT TO SCALE

Item # 5.
9'-4" (ROOF OVERALL)
8'-0" (BUILDING) 8" 8" ACC/RR ALL GENDER ELEC. PANEL 20'-0" (ROOF OVERALL) 8" 18'-8" (BUILDING OVERALL) 8" 7'-4" 4'-0" 7'-4" DRINKING FOUNTAIN W/ BOTTLE FILLER BABY UTILITY STN. CHASE BABY STN. 8'-6" (SLAB OVERALL) 19'-2" (SLAB OVERALL)
HD

HD GFI WH
WH ACC/RR ALL GENDER T.O. SLAB 0'-0" T.O. WALL 7'-4"
12'-6" 4 12 DRINKING FOUNTAIN W/ BOTTLE FILLER CORR. SIDINGS 12'-6" 1- ELEVATION 2 SCALE:3/16"=1'-0" 2- FLOOR PLAN SCALE: 3/16"=1'0" ELEVATION 1 SCALE:3/16"=1'-0" PROJECT #: MAX. PERSON / HOUR: REVISION # 11945 90SHEET# START DATE: DRAWN BY: EOR REVISION DATE: - DRAWN BY: C O P Y R I G H T 2 0 2 1 , P U B L I C R E S T R O O M C O M P A N Y T H I S MATERIAL IS THE EXCLUSIVE P R O P E R T Y O F P U B L I C R E S T R O O M C O M P A N Y A N D SHALL NOT BE REPRODUCED, U S E D , O R D I S C L O S E D T O O T H E R S E X C E P T A S AUTHORIZED BY THE WRITTEN P E R M I S S I O N O F P U B L I C R E S T R O O M C O M P A N Y . ~NOT FOR CONSTRUCTION ~ PRELIMINARY DESIGN DRAWING ONLY ~ DO NOT SCALE, DIMENSIONS PRESIDE PROJECT: BUILDING TYPE: S PROJECT REF#: 11945 SOUTH CHURCH MUNICAPAL PARKING LOT GRASS VALLEY, CA RESTROOM BUILDING Page 93 Item # 5.

Condon Disc Golf Park - City of Grass Valley, CA | 11/26/2024| Reference # 12092 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 1 of 9
Price Proposal: Condon Disc Golf Park - City of Grass Valley, CA Date: November 26, 2024
Reference: 12092
Sourcewell: Contract # 081721-PRM
Our Offer to Sell:

1. Restroom Building delivered to site @ $ 208,125
Public Restroom Company (PRC) herein bids to furnish (building only per plans and specifications, delivered to site with all costs except installation including applicable taxes excluding retention. (Retention is not allowed as this is materials or a product fully assembled before shipment to the site and therefore not subject to retention.)

2. Installation: Turnkey Installation of the Building above @ $ 31,133 with retention allowed.

Public Restroom Company also includes in this two-part quotation our turnkey installation package for this building. Our national factory authorized installation team will:
a. Arrive onsite to confirm and verify the Owner/General Contractor provided scope of work in preparation for installation including access to the site. b. Verify the building pad size, building corners, finished slab elevation, utility depth and location, meter size and distance from building, and compaction compliance. c. Excavate the utility trenches for placement of our prefabricated underground piping tree for the buildings plumbing and electrical, set the kit in place, provide the water test for inspection before backfilling, and then place the site adjacent coarse sand you provide to us alongside the building pad and screed it level for final building placement. We will need onsite water availability for wetting the sand bed before building placement to consolidate the pad.
d. Set the building on the site pad.
e. Connect the utility piping stub ups to the building piping stub down building points of connection for water, sewer, and electrical conduit to the building internal electrical panel.

3. Owner/General Contractor Final Tie In of Utilities and other site work:
a. The Owner/Contractor is responsible for making all final plumbing connections at the 6’ POC locations.
b. The Owner/Contractor is responsible for pulling wire and completing all final tie-ins to the electrical panel from the 6’ POC location.
c. The Owner/Contractor is responsible for preparing the pad/foundation. PRC will trench through provided pad/foundation to run utilities to 6’ POC locations.

4. Total Cost of building and installation @ $ 239,258

Item # 5.

Condon Disc Golf Park - City of Grass Valley, CA | 11/26/2024| Reference # 12092 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 2 of 9
OWNER/GENERAL CONTRACTOR SCOPE OF WORK WITH/WITHOUT FOOTINGS:

Scope of Work Background:

Owner/General Contractor shall survey the site, establish survey for the building pad and prefabricated building slab elevation and front corners, excavate for building footings (if required), locate footing sleeves for electrical, waste, and water, pour the footings (if required), furnish sand base adjacent to subgrade pad, and provide location for utility POC’s nominally 6’ outside the foundation.

Preparation of Building Pad:

Owner/General Contractor is responsible for providing the building subgrade pad or when required footings to frost depth per Public Restroom Company design specifications. PRC will provide detailed drawings for the subgrade building pad, utilities POC’s, and if required the footings, attached to this scope of work.

Subgrade Pad/Foundation Requirements:

1. Owner/General Contractor shall survey the building site and provide a finished slab elevation for the prefabricated building. The building pad size we require is larger than the final actual building footprint. Provide building front corner stakes with 10’ offsets.

2. Excavate the existing site to the depth of the required footings to local code if required.

3. Furnish coarse concrete sand adjacent to subgrade pad so PRC can cut the utility trenches, install underground utilities, and screed sand.

4. If determined that under slab vapor barrier and or insulation is required, Owner/General Contractor shall provide materials and installation.

Owner/General Contractor verification of site access to allow Building Delivery:

1. You certify to PRC that suitable delivery access to the proposed building site is available. Suitable access is defined as 14’ minimum width, 16’ minimum height, and sufficient turning radius for a crane and 70’ tractor-trailer.

2. Our cost is based upon the crane we provide being able to get within 35’ from the building center and for the delivery truck to be no more than 35’ from the crane center picking point.

3. If the path to the building site traverses curbs, underground utilities, landscaping, sidewalks, or other obstacles that could be damaged, it is the Owner/General Contractor ‘s responsibility for repair and all costs, if damage occurs.

4. If trench plating is required, it shall be the cost responsibility of the Owner/General Contractor.

5. If unseen obstacles are present when site installation begins, it is the Owner/General Contractor responsibility to properly mark them and verbally notify PRC before installation.

6. If weather becomes an issue for safety or site installation delays due to weather, Owner/General Contractor or PRC with General Contractor’s confirmation may call-off set. If building set is stopped, relocation of the building modules to an onsite or offsite location may incur additional costs to Owner/General Contractor.

Item # 5.

Condon Disc Golf Park - City of Grass Valley, CA | 11/26/2024| Reference # 12092 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 3 of 9
Installation Notice and Site Availability:

PRC will provide sufficient notice of delivery of the prefabricated building. The Owner/General Contractor shall make the site available during the delivery period. During the delivery period, on an improved site, Owner should stop site watering several days before delivery to minimize the impact on the soils for the heavy equipment needed for installation.

Caution: If site is not ready for our field crew to perform their installation and if no notice of delay in readiness from Owner/General Contractor is received, PRC will provide a change order for remobilization on a daily basis until the site is ready for us. Ready means that the site pad is completed, the corner required survey stakes are in place, the slab elevation stakes are in place, the location of the front of the building is confirmed on site, and access to the site is available from an improved roadway. Owner/General Contractor shall sign the change order before we will continue delivery.

Public Restroom Company will “turn-key” set the buildings including the hook up of utilities inside the building (only) when they are available. PRC will use its own factory trained staff for the installation.

Utility Connections:

1. PRC to complete all internal building plumbing connections and connections from the electrical panel to building’s fixtures. The Owner/ Contractor is responsible for making the final plumbing connections at the 6’ POC locations.

2. The Owner/Contractor is responsible for pulling the wire and completing the final tie-in to the electrical panel from the 6’ POC location.

3. The Owner/Contractor is responsible for commissioning the building once final utility connections are made. This includes flushing & testing all water service lines before final startup.

Special Conditions, Permits, and Inspection Fees:

Follow any published specifications governing local building procedures for applicable building permit fees, health department fees, all inspection fees, site concrete testing fees, and compaction tests, if required by Owner. PRC is responsible for all required State inspections and final State insignia certification of the building, if applicable.

Jurisdiction for Off-site Work:

Jurisdiction, for permitting and inspection of this building shall be either the State agency who manages prefabricated building compliance in the state or the local CBO (when the State does not provide certification.) If the responsibility for building inspection is the local CBO, we will provide a certified plan set, calculations, and a third-party engineer inspection report for any and all closed work the local official cannot see.

Item # 5.

Condon Disc Golf Park - City of Grass Valley, CA | 11/26/2024| Reference # 12092 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 4 of 9
PUBLIC RESTROOM COMPANY SCOPE OF WORK:

Our In Plant/Off-Site Construction Scheduling System:

PRC has several off-site manufacturing centers in the United States, strategically located, with the proper equipment and trained staff to fabricate our custom buildings to our high-quality fit and finish standards. PRC manages quality control in our off-site production facility to comply with the approved drawings and provides an inspection certification and photos as required. When proprietary materials, which we have designed and fabricated, are part of the project, PRC supplies the manufacturing centers with these proprietary PRC components. We then schedule the in-plant construction process to coordinate with your delivery date through our Operations Division field staff. We guaranty on time at cost delivery weather permitting.

Special Payment and Progress Billing Terms:

Invoicing begins on the 30th of the month following an order and/or the acceptance of the proposal/contract.

The first progress billing invoice will be issued for the commencement of design and engineering of architectural plans. This will be 10% of the contracted amount. Once construction begins invoicing will commence monthly based on plant percentage of completion, supported by photographs.

In the event of project stoppage, additional fees may be assessed for re-mobilization, storage, crane costs, etc. Our discounted project costs are based upon timely payments. Delays in payment could change delivery schedules and project costs.

Delivery and Installation:

Site Inspection:

PRC staff, upon site arrival, will verify the required dimensions of the building pad and the corner locations/elevation. We will also verify the delivery path from an accessible road or street and install the underground utilities to the point of connection nominally 6’ from the exterior of the building.

Installation:

PRC will install the building turn-key, except for any exclusion (listed under “Exclusions,” herein.) Installation of Utilities under the Prefabricated Building:

We fabricate off-site an underground utilities (water, and DWV piping and fittings) preassembled plumbing and electrical tree. Our site staff will set the underground tree into code depth excavated trenches and our staff will install the coarse concrete sand to bed the piping per our submitted drawing.

We provide all the buildings under-slab piping including the driven electrical ground rod. The Owner/General Contractor brings utility services to within 6’ of the pad and are responsible for final connections at that point.

Item # 5.

Condon Disc Golf Park - City of Grass Valley, CA | 11/26/2024| Reference # 12092 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 5 of 9
Connection of Utilities Post Building Placement:

After placement of the building on the pad by PRC, our field staff will tie in the water and sewer connection “inside” the building only and terminate at a point of connection (POC) outside the building clearly marked for each utility service. The Owner/General Contractor is responsible for final utility point of service connections at the nominal 6’ from building locations.

Electrical:

PRC provides the electrical conduit to the POC 6’ from the building. The Owner/General Contractor pulls the wire and ties it off on the electrical panel.

Plumbing:

PRC provides the POC up to 6’ from the building footprint and the Owner/General Contractor connects the water to our stub out location.

Sewer:

Some sites depending on the local jurisdiction will require an outside house trap which Owner/General Contractor shall install if needed. PRC will provide you with a sewer point of connection including a clean out to which Owner/General Contractor will terminate the site sewer service.

Testing of Water, Sewer, and Electrical in Plant and Final Site Utility Connection:

Before the building leaves the manufacturing center, PRC certifies a pressure water piping test, DWV, and the electrical connections for compliance with code. While the building is fully tested for leaks at the plant before shipment, road vibration may loosen some plumbing slip fittings and require tightening once the building services (water) is completed. Owner/General Contractor is responsible for minor fitting tightening to handle small slip fitting leaks caused by transportation.

Time of Completion:

PRC estimates a 240 calendar day schedule to complete our scope of work from receipt of written notice to proceed together with signed approved architectural submittals; including final construction documents and structural calculations from all authorities required to approve them.

Exclusions/Exceptions:

1. Access issues for delivery of the building by a clear unobstructed path of travel from an improved roadway to the final installation pad or foundation may cause site delays and extra cost at each site. This exclusion covers sites whose access is limited by trees, inaccessible roadways, overhead power lines at location where crane will lift building, grade changes disallowing our delivery trailers with only 4” of clearance to grade, berms, or uneven site grades, or when the path of travel is over improvements such as sidewalks, all of which are not within the scope of work by PRC. On some sites without on-site storage availability for buildings that cannot be set, relocation to a proximal crane yard and later relocated to the site for installation, will incur additional fees at rates that vary depending on local rates. PRC will provide written costs for this additional work by change order.

Item # 5.

Condon Disc Golf Park - City of Grass Valley, CA | 11/26/2024| Reference # 12092 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 6 of 9

2. If weather on site causes site delivery issues, the delivery may have to be diverted to an off-site location and the additional costs will be a change order to the bid. Our staff works with the Owner/General Contractor in advance to make sure sound decisions for delivery are made to avoid this issue. But sometimes Owner/General Contractor take risks for weather, but this risk is clearly at the Owner/General Contractor risk, not PRC.

3. Sidewalks outside the building footprint.

4. Trench plates or matting needed for protection of site soils, sidewalks, hardscaping, or site utilities shall be the responsibility of the Owner/General Contractor. Any site soils damage or other site improvements if damaged during installation shall be the responsibility of the Owner/General Contractor.

5. Not responsible for removing any soil, sand, or other debris as a result of trenching or installation.

6. Survey, location of building corners, finish floor elevation, excavation, and construction of subgrade building pad and footings (if required) per PRC plans.

7. Soil conditions not suitable for bearing a minimum of 1500 PSF with compaction to 90% maximum dry density shall require Owner/General Contractor correction before building placement. If no soils testing report is available before bid, Owner/General Contractor must verify site supporting soils at a minimum of 1500 PSF because that is the least we can place our structures on or Owner/General Contractor or engineer of record must design a foundation system to meet the imposed loads of site placement.

8. Improper water pressure, an undersized meter, or improper water volume flow to the building may necessitate a change order for installation of a building internal diaphragm tank to provide the minimum flow rate and static pressure of up to 60 PSI and a minimum of 40 PSI to properly flush the fixtures. Building water service chlorination, post installation, shall be by Owner/General Contractor.

9. Our bid included crane costs are based on a maximum 35’ radius from the center pin of the crane (10’ back from the rear of the crane) to the building center point of the furthest building module roof. If additional distance requires a larger crane, additional costs will be assessed by change order to the Owner/General Contractor.

10. Bonds, building permits, a site survey, special inspection fees, minor trash removal (nominally one pickup truck of shipping materials), final utility connections to the on-site water, sewer and electrical are by the Owner/General Contractor. Since the building is fully inspected and tested in plant, minor plumbing leaks (if water is not available when building site work installation is completed) is by the Owner/ General Contractor.

11. Site Traffic Control, if applicable, shall be by Owner/ General Contractor, not PRC.

12. Any equipment installation, site work or special inspections other than described within this proposal, shall be by Owner/General Contractor.

13. Backflow certification if applicable by Owner/ General Contractor.

14. Any Fire Suppression Systems by others, not by PRC.

15. Any future transformers, related shut offs, and disconnects for electrical is by others, not by PRC.

16. If determined that under slab vapor barrier and or insulation is required, Owner/General Contractor shall provide materials and installation.

Item # 5.

Condon Disc Golf Park - City of Grass Valley, CA | 11/26/2024| Reference # 12092 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 7 of 9
Insurance and Prevailing Wage Certification:

PRC shall comply with the required insurance requirements, wage reports, and safety requirements for the project, including OSHA regulations.

Special Insurance to protect the Building before acceptance:

As PRC requires payment for each month of off-site construction, and since the building is not on owner property where their insurance will cover the building, we maintain a special policy that insures the property even when paid for off-site until the building is finally accepted by the owner. This special policy protects the Owner’s custom ordered materials to be used in the fabrication of the building during this period. PRC provides this Stock Throughput Policy to cover the building materials from supplier to manufacturer, while it is being built off-site, while in transit to the job site, during and after it is installed on-site until final acceptance. This special policy has a $1,000,000 coverage limit. This exceeds the cost of any single building we have offered for sale herein.

Errors and Omissions Insurance:

Our firm employs licensed architects, engineers, and drafting staff to provide design of our buildings.

Since these buildings are required to meet accessibility standards and building codes on site, and since we are the designer, we carry Errors and Omissions Insurance (E & O) to protect our clients from any errors. The policy covers a limit of up to $2,000,000 per occurrence and is more clearly explained in the insurance certificates we provide after receipt of a purchase order.

WARRANTY:

All work performed by PUBLIC RESTROOM COMPANY (called “Company”) shall be warranted to the Owner to be of good quality, free of faults and defects in material, workmanship, and title for 5 years from last date of installation if building is installed by Company or 1 year if building is installed by Owner or Owner’s agent without on-site supervision by Company. Company warranty on building shell including exterior walls, concrete 8” slab/foundation, and roof system is warranted for 20 years structurally. The Company will repair or replace at their sole option any defects in work upon proper notice to the below stated address below.

Owner/General Contractor selected parts and materials that are not PRC approved will not be covered under PRC’s 5 year component warranty. These selections will be covered only by any available manufacturer warranty.

Our Company extended warranties shall be Company only and shall have no effect on any required Performance, Payment, or Warranty Bonds where Surety shall assume no liability to the Company, the Owner, or any third parties should the Company fail for any reason to deliver acceptable maintenance warranties beyond the one year period. The warranty extension is solely between the owner and PRC and not the general contractor, bonding company, or architect/engineer of record.

This warranty applies only if all work performed by Company has been fully paid for, including change orders if applicable. Company has no responsibility for any neglect, abuse, or improper handling of building product.

Item # 5.

Condon Disc Golf Park - City of Grass Valley, CA | 11/26/2024| Reference # 12092 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 8 of 9
The warranties expressed herein are exclusive, and are in lieu of all other warranties expressed or implied, including those of merchantability and fitness.

There are no warranties which extend beyond those described on the face of this Warranty. The foregoing shall constitute the full liability of the Company and be the sole remedy to the Owner.

Term of Offer to Sell and Owner/General Contractor Acceptance:

This offer is valid for acceptance within 90 days or when a part of a public bid for the applicable duration imposed within the Owner’s bid documents. Acceptance is by approving our post bid preliminary notice to begin drawings subject to final Owner/General Contractor approval of our submittals and receipt of a contract or a purchase order/contract.

Special Notice of Possible Project Cost Increases as a Result of Late Payments:

In the event of delayed or late payment, PRC shall have the right to remedies including late charges, overall project total cost increases, and other damages as allowed by applicable law. The contract price quoted herein is a discounted price based upon our receipt of progress payments as invoiced on the agreed billing schedule of PRC. In the event of non-payment, PRC will provide a 5 day written notice to cure and if payment is still not received, the discounted price for the payment due may increase, to an undetermined amount, to cover work stoppage, remobilization, cancellation of materials and subsequent restocking charges, resale of the contracted building to another party, storage fees, additional crane fees, travel and per diem costs for field crews, and any other cost applicable to the project, as allowed by law. Interest if applicable to non-payment will be assessed at the maximum amount allowed by law or 18% whichever is greater.

Termination:

Upon Termination for any reason, Owner/General Contractor shall be liable for the cost of all work performed up to the date of termination. Additionally, Owner/General Contractor shall pay for off-site demolition and disposal of the partially or fully fabricated building as well as any non-returnable materials which were custom-ordered to complete fabrication in PRC’s factory location. Any returned materials are subject to return and restocking fees at the Owner/General Contractor expense.

Venue for Contract Jurisdiction:

Public Restroom Company requires all contracts accepted by our firm to hold that the venue for legal jurisdiction for this contract offer and acceptance shall be Douglas County, Nevada. In the event of your default, PRC shall be entitled to the full amount due including reasonable attorney fees, costs, storage, expenses of physical recovery, and statutory interest, as allowed by law.