Lathrop City Council
May 16, 2022

ITEM 4. 13

CITY MANAGER' S REPORT
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING
ITEM: APPROVAL OF PARCEL MAP 22- 03 AND

SUBDIVISION IMPROVEMENT AGREEMENT FOR THE
MAVERIK PRO] ECT LOCATED IN THE NORTH

CROSSROADS BUSINESS CENTER
RECOMMENDATION: Adopt Resolution Approving Parcel Map 22- 03 and Subdivision Improvement Agreement for the
Maverik Project Located in the North Crossroads
Business Center with Reynolds & Brown
SUMMARY:

The proposed Parcel Map 22- 03 ( PM 22- 03) will subdivide a portion of the designated remainder created with Parcel Map 20- 02, approved in March 2021, to create a parcel for the Maverik Project. Maverik will be located on E. Louise Avenue just east of McDonalds and will include an approximate 5, 950 square foot convenience store, both gasoline and diesel fuel canopies, and a fresh food restaurant. A vicinity map is included as Attachment B".

Staff recommends that City Council approve the proposed Parcel Map 22- 03 and a Subdivision Improvement Agreement ( SIA) with ASP/ RWM Properties, LLC, R& B Louise, LLC and R& B Delta, LLC (" Reynolds & Brown"), included as Attachment C".

BACKGROUND:

On May 30, 2018, the Planning Commission adopted Resolution No. 18- 13 and Resolution No. 18- 14, adopting the Initial Study/ Mitigated Negative Declaration and approving Site Plan Review No. SPR- 18- 17, for the North Crossroads Business Center Project, respectively. On June 11, 2018, City Council adopted Resolution No. 18- 4413, approving Tentative Parcel Map No. TPM- 18- 18 ( TPM) for the North Crossroads Business Center project. The plans and Consolidated Conditions of Approval ( COA) associated with TPM- 18- 18 were approved on May 30, 2018. On March 8, 2021, City Council approved Parcel Map 20- 02 for the subdivision of the North Crossroads Business Center project, totaling five ( 5) lots. The land for the proposed PM 22- 03 is within the geographic boundaries of the TPM.

As required by the City' s Subdivision Ordinance, the Parcel Map approval must include approval of an SIA to guarantee specific off-site and on- site improvements associated with the Parcel Map. The SIA requires Reynolds & Brown to deposit cash to the City as contribution to the future landscape and lighting improvements within the median and parkway strips as part of the Capital Improvement Project ( CIP) GG 21- 15 and as reimbursement for the construction of pavement improvements completed by the City as part of the CIP PS 18- 01.

CITY MANAGER' S REPORT PAGE 2
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING
APPROVAL OF PARCEL MAP 22- 03 AND SUBDIVISION IMPROVEMENT

AGREEMENT FOR THE MAVERIK PROJECT LOCATED IN THE NORTH

CROSSROADS BUSINESS CENTER
Pursuant to the SIA requirements, Maverik will complete the offsite improvements and provide the performance and labor & materials bonds as the land lessee with Encroachment Permit No. 2021- 61 ( EP).

The City has completed the construction of a CIP 18- 01 to reconstruct the failing pavement on E. Louise Avenue between Harlan Road and Howland Road. Some of the improvements that are the responsibility of Reynolds & Brown are located in the same area as CIP 18- 01 and therefore were constructed with the City project.

Pursuant to the SIA requirements, Reynolds & Brown will deposit or cause to be deposited $ 167, 243. 86 in escrow to reimburse the City for the construction of a portion of the improvements. The improvements include the construction of the medians, curb and gutter, pavement, traffic signal modifications, curb ramps, signing and striping.

The City will complete the median and parkway strip landscaping and the streetlights as part of a larger project for the E. Louise Avenue corridor with CIP GG 21- 15 to maintain aesthetic consistency. Therefore, Reynolds & Brown will also deposit or cause to be deposited $ 90, 068. 38 into escrow to be released to the City for their fair share of these additional improvements.

Maverik, as Reynolds & Brown' s ground lessee, has obtained an approved Encroachment Permit No. 2021- 61 from the City to guarantee construction of the improvements related to the PM 22- 03, including deceleration lanes, a traffic signal at Bizzibe Street, curb ramps, curb and gutter and pavement.

Reynolds & Brown has executed Deferred Frontage Improvement Agreement ( DFIA) 22- 01 and will record the DFIA in escrow to guarantee Reynolds & Brown' s contribution to 50% of the cost of undergrounding the overhead utilities on the north side of E. Louise Avenue at a later date.

Reynolds & Brown has guaranteed completion of all public improvements on proposed PM 22- 03 in accordance with the provisions of the SIA, as identified on the approved improvement plans, and has completed or guaranteed completion of all required documents and payment of all fees in accordance with the applicable COA.

Staff has confirmed that PM 22- 03 is substantially the same as it appeared on the TPM, is technically correct, and complies with the Subdivision Map Act and Lathrop Municipal Code Chapter 16. Staff has determined that the funding of a Community Facilities District ( CFD) by Reynolds & Brown will not be required prior to the approval of the Parcel Map as this property previously established and funded an assessment district for street maintenance.

CITY MANAGER' S REPORT PAGE 3
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING
APPROVAL OF PARCEL MAP 22- 03 AND SUBDIVISION IMPROVEMENT

AGREEMENT FOR THE MAVERIK PROJECT LOCATED IN THE NORTH

CROSSROADS BUSINESS CENTER
Table 1 below summarizes the payments and bonds associated with PM 22- 03 that will be deposited to escrow and provided to the City upon recordation of PM 22- 03.

Table 1 — Pa ments and Bonds
Item Amount
CIP PS 18- 01 Reimbursement Pavement 167, 243. 86
CIP GG 21- 15 Contribution Landsca e & Li htin 90, 068. 38 Cit Water Ca acit Fees 40, 284. 12
Cit Wastewater Ca acit Fees 140, 051. 25
Cit Administration Fee 5, 410. 06
Performance Bond 1, 204, 080
Labor & Materials Bond 602, 040
Reynolds & Brown and the City have approved joint escrow instructions, included as Attachment" E", to memorialize all payments and required documents associated with the Parcel Map.

Table 2 below summarizes all of the documents and fees associated with Parcel Map 22- 03:

Table 2 — Documents and Fees
Documents Status

1. Proposed Parcel Map 22- 03
Council approval
with this item

2. Subdivision Improvement Agreement
Council approval
with this item

3. Geotechnical Report Completed

4. Cash Deposits
To be funded in
escrow

5. Purchase and allocation of water and sewer to the new To be funded in Parcel escrow

6. Submitted Certificate of Insurance Received

7. Joint Escrow Instructions for Recordation of proposed Received Parcel Map 22- 03

8. Submitted Tax Letter, Guarantee of Title Received

9. Deferred Frontage Improvement Agreement ( DFIA) 22-
Received
01 10. Encroachment Permit 2021- 61 Approved
CITY MANAGER' S REPORT PAGE 4
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING
APPROVAL OF PARCEL MAP 22- 03 AND SUBDIVISION IMPROVEMENT AGREEMENT FOR THE MAVERIK PRO7ECT LOCATED IN THE NORTH

CROSSROADS BUSINESS CENTER
Plans Status

1. Traffic Signal ( E. Louise Avenue & Bizzibe Street) Approved

2. Offsite Improvement Approved
Fees/ Guarantees Status

1. Parcel Ma Plan Check Paid

2. Improvement Plans- Plan Check and Ins ection Fees Paid

3. Performance / Labor & Materials Bonds To be provided in escrow
REASON FOR RECOMMENDATION:

Reynolds & Brown has furnished the City with the necessary documents to complete the processing of the proposed Parcel Map and all required fees, as detailed more fully above and in the attached Resolution. The North Crossroads Business Center proposed Parcel Map conforms to the requirements of the Subdivision Map Act and Conditions of Approval.

FISCAL IMPACT:

There is no fiscal impact to the City by this action. City costs are covered by development fees.

ATTACH M ENTS:

A. Resolution Approving Parcel Map 22- 03 and Subdivision Improvement Agreement for the Maverik Project Located in the North Crossroads Business Center with Reynolds & Brown
B. Vicinity Map for PM 22- 03
C. Subdivision Improvement Agreement Between the City of Lathrop and ASP/ RWM Properties / R& B Louise, LLC / R& B Delta, LLC North Crossroads Business Center, Parcel Map 22- 03
D. Parcel Map 22- 03
E. Joint Escrow Instructions for Recordation of Parcel Map 22- 03 ( Maverik), including;
o Deferred Frontage Improvement Agreement Number 22- 01 for E. Louise Avenue, included as B4 of the Joint Escrow Instructions o One original performance bond in the amount of $ 1, 204, 080 in the form approved by the City ( provided by Maverik to Escrow) o One original labor & material bond in the amount of $ 602, 040 in the form approved by the City ( provided by Maverik to Escrow) CITY MANAGER' S REPORT PAGE 5
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING
APPROVAL OF PARCEL MAP 22- 03 AND SUBDIVISION IMPROVEMENT AGREEMENT FOR THE MAVERIK PRO7ECT LOCATED IN THE NORTH

CROSSROADS BUSINESS CENTER
APPROVALS:
y iqf
zor-z2
Bra aylor Date
Land Development Manager
F ZZ
Mic I King Date
Director of Public Works
26 22
Glenn Gebhardt Date
City Engineer
Cari Date
Financ ector
q- Uv tiotiv
Salvador Navarrete Date
City Attorney
5 •2Z
Stephen J. Salvatore Date
City Manager
RESOLUTION NO. 22-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP APPROVING PARCEL MAP 22- 03 AND SUBDIVISION IMPROVEMENT

AGREEMENT FOR THE MAVERIK PROJECT LOCATED IN THE NORTH

CROSSROADS BUSINESS CENTER WITH REYNOLDS & BROWN
WHEREAS, on May 30, 2018, City of Lathrop Planning Commission adopted Resolution No. 18- 13, and Resolution No. 18- 14 adopting the Initial Study/ Mitigated Negative Declaration and approving Site Plan Review No. SPR- 18- 17 for the North Crossroads Business Center Project, respectively; and
WHEREAS, on June 11, 2018, City Council adopted Resolution No. 18- 4413 approving Tentative Parcel Map No. TPM- 18- 18 ( TPM) for the North Crossroads Business Center project. The plans and Consolidated Conditions of Approval ( COA) associated with TPM- 18- 18 were approved on May 30, 2018; and WHEREAS, on March 8 2021, City Council approved Parcel Map 20- 02 for the subdivision of the North Crossroads Business Center project, totaling five ( 5) lots.

The land for the proposed Parcel Map 22- 03 ( PM 22- 03) is within the geographic boundaries of the TPM and Parcel Map 20- 02; and
WHEREAS, as required by the City' s Subdivision Ordinance, approval of the PM 22- 03 must also involve approval of a Subdivision Improvement Agreement, included as Attachment C" to the City Manager' s Report to guarantee certain off-site and on- site improvements associated with the PM 22- 03; and WHEREAS, the SIA requires Reynolds & Brown to deposit cash to the City as contribution to the future landscape and lighting improvements within the median and parkway strips as part of the Capital Improvement Project ( CIP) GG 21- 15 and as reimbursement for the construction of pavement improvements completed by the City as part of the CIP PS 18- 01; and
WHEREAS, pursuant to the SIA requirements, Maverik will complete the offsite improvements and provide the performance and labor & materials bonds as the land lessee with Encroachment Permit No. 2021- 61 ( EP); and WHEREAS, the City has completed the construction of a CIP 18- 01 to reconstruct the failing pavement on E. Louise Avenue between Harlan Road and Howland Road. Some of the improvements that are the responsibility of Reynolds & Brown are located in the same area as CIP 18- 01 and therefore were constructed with the City project; and
WHEREAS, pursuant to the SIA requirements, Reynolds & Brown will deposit or cause to be deposited $ 167, 243. 86 in escrow to reimburse the City for the construction of a portion of the improvements; and
WHEREAS, the improvements include the construction of the medians, curb and gutter, pavement, traffic signal modifications, curb ramps, signing and striping; and
WHEREAS, the City will complete the median and parkway strip landscaping and the streetlights as part of a larger project for the E. Louise Avenue corridor with CIP GG 21- 15 to maintain aesthetic consistency. Therefore, Reynolds & Brown will also deposit or cause to be deposited $ 90, 068. 38 into escrow to be released to the City for their fair share of these additional improvements; and WHEREAS, Maverik, as Reynolds & Brown' s ground lessee, has obtained an approved Encroachment Permit No. 2021- 61 from the City to guarantee construction of the improvements related to the PM 22- 03, including deceleration lanes, a traffic signal at Bizzibe Street, curb ramps, curb and gutter and pavement; and WHEREAS, Reynolds & Brown has executed DFIA 22- 01 and will record the DFIA in escrow to guarantee Reynolds & Brown' s contribution to 50% of the cost of undergrounding the overhead utilities on the north side of E. Louise Avenue at a later date; and
WHEREAS, Reynolds & Brown has guaranteed completion of all public improvements on PM 22- 03, in accordance with the provisions of the SIA, as identified on the approved improvement plans, and has completed or guaranteed completion of all required documents and payment of all fees in accordance with the applicable COA; and
WHEREAS, upon City acceptance of the improvements to be constructed by Reynolds & Brown as complete, a one- year warranty bond will be required to secure Reynolds & Brown' s obligation to repair construction defects encountered during the one- year warranty bond period; and
WHEREAS, staff has confirmed that Parcel Map 22- 03 is substantially the same as it appeared on the TPM, is technically correct, and complies with the Subdivision Map Act and Lathrop Municipal Code Chapter 16; and WHEREAS, staff has determined that the funding of a Community Facilities District ( CFD) by Reynolds & Brown will not be required prior to the approval of the Parcel Map as this property previously established and funded an assessment district for street maintenance; and
WHEREAS, Reynolds & Brown and the City have approved joint escrow instructions included as Attachment D" to the City Manager' s Report to memorialize all payments and required documents associated with the SIA.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Lathrop that approved and accepts the following actions:

1. Parcel Map 22- 03 and is hereby approved as submitted for recordation with the San Joaquin County Assessor/ Recorder/ County Clerk Office. The recorded executed copy will be filed with the City Clerk.

2. The City Manager, or their designee, is authorized to execute a Subdivision Improvement Agreement with ASP/ RWM Properties, LLC, R& B Louise, LLC and R& B Delta, LLC in substantially the form as attached to the May 16, 2022 staff report, the file executed copy will be filed with the City Clerk.

The foregoing resolution was passed and adopted this 16th day of May 2022, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Sonny Dhaliwal, Mayor
ATTEST: APPROV AS TO FORM:

Teresa Vargas Salvador Navarrete
City Clerk City Attorney

ATTACHMENT B
Vicinity Map for North Crossroads Business Center
W
N
E, l SE AVE
t
N
SITE
4 h
Y
r ar wY r
Nf$
H'AY
a
g, , w
i
k`P p
x
O

VICINITY MAP
oz To sc

ATTACHMENT C

CITY OF LATHROP

SUBDIVISION IMPROVEMENT AGREEMENT

ASP/ RWM PROPERTIES/ R& B LOUISE, LLC/ R& B DELTA, LLC

NORTH CROSSROADS BUSINESS CENTER
PARCEL MAP 22- 03
This Subdivision Improvement Agreement(" Agreement") is made and entered into this Eleventh ( 16rh) day of May, 2022 (" Effective Date"), by and between the CTTY OF LATHROP, a municipal corporation of the State of California (" CITY") and ASP/ RWM Properties, LLC, R& B Louise, LLC and R& B Delta, LLC, as tenants- in- common collectively, " SUBDIVIDER"). The CITY and SUBDIVIDER may each hereinafter be referred to as a" Party" or collectively, as the " Parties."

RECITALS
A. On May 30, 2018, City of Lathrop Planning Commission adopted Resolution # 18- 13 and Resolution # 18- 14 adopting the Initial Study/Mitigated Negative Declaration and approving Site Plan Review No. SPR- 18- 17 for the North Crossroads Business Center Project, respectively. On June 11, 2018, City of Lathrop City Council adopted Resolution # 18- 4413 approving Tentative Parcel Map No. TPM- 18- 18 (" TPM") for the North Crossroads Business Center Project. The plans and Consolidated Conditions of Approval associated with TPM- 18- 18 were approved on May 30, 2018.

B. Parcel Map 22- 03 (" Parcel Map"), containing one ( 1) commerciallot ( the Property") is in substantial compliance with the TPM and is attached hereto as Exhibit A to this Agreement and hereby incorporated herein by this reference.

C. SUBDIVIDER is the record owner of all land within the boundaries shown on the Parcel Map, and therefore is responsible for compliance with all conditions of approval attached to the TPM, including, without limitation, the construction of specified Improvements ( as that term is defined below) as described more fully herein.

D. Pursuant to Division 2 of Title 7 of the Government Code of the State of California and CITY' s Subdivision Regulations ( Ciry of Lathrop, Code of Ordinances, Chapter 16), SUBDIVIDER is required to make certain offers of dedication and to construct certain Improvements required under the Conditions of Approval on the TPM collectively, " COAs") and as identified in the Parcel Map and this Agreement. For purposes of this Agreement, the term " Improvements" shall collectively mean all public and private improvements required under the COAs and as expressly set forth in this Agreement that will provide services and access to lots within the Parcel Map and the term Improvement Plans" shall collectively refer to the Improvement Plans approved by CITY.

E. CTTY has completed some of the Improvements with a Capital Improvement Project (" CIP Improvements") and SUBDIVIDER will deposit or cause to be deposited to CITY, in escrow and prior to SUBDIVIDER' s recordation of Parcel Map, cash in the amount of$ 167, 241. 95 as payment for such offsite improvements.

F. SUBDNIDER will obtain or cause to be obtained an Encroachment Permit EP") to guarantee and construct certain improvements that have not yet been constructed with the CIl' Improvements (" EP Improvements"), including but not limited to sidewalk, curb and gutter, paving, deceleration lanes, traffic signal improvements, and landscaping.

SUBDIVIDER shall deposit or cause to be deposited to CITY, in escrow and prior to SUBDIVIDER' s recordation of the Parcel Map, cash or bond in the amount of$ 1, 003, 400 as performance security and $ 501, 700 as labor and materials security to guarantee the EP Improvements as detailed in Exhibit " D". Upon completion and acceptance of the EP Improvements, the performance security will be returned to the party that provided the security. The EP Improvements shall be completed prior to the expiration date of this Agreement. If SUBDIVIDER does not construct the EP Improvements prior to the expiration of this Agreement, CITY intends to construct the EP Improvements and use the guarantee posted by SUBDIVIDER as a condition of the EP to reimburse CITY for the cost of CITY constructing the EP Improvements.

G. SUBDIVIDER will enter into a Defen- ed Frontage Improvement Agreement ( DFIA 22- 01) with CITY providing for SUBDIVIDER ( or the then- current owner( s) of the applicable Subdivider Property ( as defined below)) to pay its share of the reasonable cost of undergrounding the overhead power and telephone utility lines on the north side of E. Louise Avenue immediately across from SUBDIVIDER Property in the future when these overhead lines are placed underground.

H. CTTY will install the median and parkway strip landscape and streetlight improvements as part of a larger City project (" Landscape Improvements").

SUBDIVIDER will deposit or cause to be deposited to CITY, in escrow and prior to SUBDIVIDER' s recordation of Parcel Map, cash in the amount of$ 90,068. 38 as payment for the Landscape Improvements as detailed in Exhibit " E".

AGREEMENT
NOW, THEREFORE, in consideration of CITY' S pending ( 1) approval of the Parcel Map on May 16, 2022 and subsequent recordation; ( 2) receipt of the cash deposit for the CIP Improvements and Landscape Improvements; ( 3) issuance of an encroachment permit for and construction of the EP Improvements; ( 4) receipt of one fully executed and recorded DFIA 22- 01; and ( 5) approval and acceptance of the EP Improvements, to be constructed or caused to be constructed by SUBDIVIDER in accordance with the terms of this Agreement and all applicable laws and regulations, the parties hereto mutually covenant and agree as follows:

1. SUBDIVIDER shall construct or cause to be constructed at its sole cost and expense the EP Improvements as specified and in accordance with the provisions of this Agreement. All EP Improvements shall be constructed to the reasonable satisfaction and approval of the City Engineer, in a good and workmanlike manner in accordance with the approved Improvement Plans and specifications, the applicable improvement standards and specifications of the CITY' S Department of Public Works, the applicable Ordinances of the City Lathrop, and the applicable provisions of the California Subdivision Map Act.

2. This Agreement expires on May 16, 2023 subject to any extension( s) provided for herein and as otherwise expressly provided for in this Agreement.

SUBDIVIDER shall complete or cause to be completed and CITY shall have accepted all EP Improvements by May l6, 2023. Provided, however, that said deadline shall be extended for twenty-four ( 24) months upon SUBDIVIDER' s request to CITY, supported by reasonable documentation that it is using commercially reasonable efforts to complete same and have said Improvements accepted by CITY.

3. The parties acknowledge and agree that SUBDIVIDER is removing any existing well sites as may be required in accordance with applicable laws and regulations, including those required by the County Environmental Health Department. The parties further acknowledge and agree that SUBDIVIDER is conveying any and all groundwater rights associated therewith to CTTY via the Parcel Map.

4. CITY has completed some of the Improvements with a Capital Lnprovement Project (" CIP Improvements") and SUBDIVIDER will deposit or cause to be deposited to CITY, in escrow and prior to SUBDIVIDER' s recordation of Parcel Map, cash in the amount of$ 167, 241. 95 as payment for such offsite improvements, as detailed in Exhibit " B".

5. SUBDIVIDER shall obtain or cause to be obtained an Encroachment Permit to guarantee and construct EP Improvements that have not been constructed as part of the CIP Improvements, including but not limited to, sidewalk, curb and gutter, paving, deceleration lanes, traffic signal improvements, and landscaping. SUBDIVIDER shall deposit or cause to be deposited to CITY, in escrow and prior to SUBDIVIDER' s recordation of the Parcel Map, cash or bond in the amount of$ 1, 003, 400 as performance security and $ 501, 700 as labor and materials security to guarantee the EP Improvements as detailed in Exhibit " D". Upon completion and acceptance of the EP Improvements, the performance security will be returned to the party that provided the security. The EP Improvements shall be completed prior to the expiration date of this Agreement and the EP expiration date will reflect this condition. If SUBDIVIDER does not complete construction of the EP Improvements prior to the expiration date of this Agreement, as such date may be extended as stated in Section 2 of this agreement, CITY intends to ( following notice to SUBDIVIDER) construct that portion of the EP Improvements which have not been completed and use the guarantee posted by SUBDIVIDER as a condition of the EP to reimburse CITY for the cost of constructing the EP Improvements. Any excess amount of the guarantee posted by SUBDIVIDER which is unused by CITY shall be returned to SUBDIVIDER.

6. CITY will install the median and parkway strip landscape and streetlight improvements as part of a larger City project (" Landscape Improvements").

SUBDIVIDER will deposit or cause to be deposited to CITY, in escrow and prior to SUBDIVIDER' s recordation of Parcel Map, cash in the amount of$ 90,068. 38 as payment for the Landscape Improvements as detailed in Exhibit "E".

7. SUBDIVIDER is responsible to pay one half the cost of undergrounding all overhead electric, phone and cable TV lines along either side of Louise along the project frontage. This requirement can be funded prior to final map approval, or can be deferred with a Deferred Frontage Improvement Agreenlent prior to final map approval to provide for payment of their( or their successors' and assigns') share of this cost in the future when these overhead lines are placed underground. SUBDIVIDER will enter into a Deferred Frontage Improvement Agreement ( DFIA 22- 01) to defer contribution to these improvements.

8. SUBDIVIDER shall not be required to furnish and deliver a Maintenance and Warranty security to CITY under this Agreement as the Maintenance and Warranty security will be provided as a condition of the EP.

9. SUBDIVIDER shall, prior to Building Permit issuance for each building, prepare or cause to be prepared a potable water supply and distribution plan to determine the necessary potable water infrastructure for that development including the potable distribution lines, meter locations and fire lines. The plan shall include all necessary private easements and maintenance agreements for all lines that cross another parcel.

10. SUBDIVIDER shall deposit or cause to be deposited cash to CITY for the purchase of water in the amount of $40, 284. 12 {( 3. 165 acres) x ( 860 gallon per day per acre) x ($ 14. 80 per gallon per day)} prior to recordation of the Parcel Map. SUBDIVIDER shall allocate or cause to be allocated to the proposed parcels adequate potable water to serve the subdivision prior to approval of the Parcel Map.

11. SUBDIVIDER shall, prior to Building Permit issuance, prepare, for review and approval by Public Works, a wastewater collection system plan to determine the necessary wastewater infrastructure for that development including the collection and conveyance system and all private pump stations on the Property. The plan shall include all necessary private easements and maintenance agreements for all lines that cross another parcel.

2. SUBDIVIDER shall deposit cash to CITY for the purchase of wastewater collection, treatment, storage and disposal capacity in the amount of$ 140, 051. 25 {( 3. 165 acres) x ( 590 gallons per day per acre) x ($ 75 per gallon per day)} prior to recordation of the Parcel Map.

13. Prior to parcel map approval, the SUBDIVIDER shall prepare, for review and approval by Public Works, a storm drain plan to determine the necessary storm drain infrastructure for that development, including collection and conveyance systems, storage basins and connection to the Crossroads Storm Drainage System. SUBDIVIDER shall pay the required connection fee to that storm drainage system prior to making connection for any existing Parcels and prior to issuance of a building permit for any new Parcels. The plan shall include all necessary private easements and maintenance agreements for all lines that cross another parcel. The on- site storm drainage detention basin shall be private.

14. Prior to the date of this Agreement, SUBDIVIDER has executed a maintenance agreement for all onsite storm water quality treatment devices, swales and/ or ponds.

15. Neither CITY nor any of its officers, employees or agents shall be liable to SUBDIVIDER, and/ or SUBDIVIDER' S agents, contractors or subcontractors for any error or omission arising out of or in connection with any work to be performed under this Agreement on property other than the Property owned by SUBDIVIDER ( and its successors and assigns) ( the " Subdivider Property").

16. Neither CITY nor any of its officers, employees or agents shall be liable to SUBDIVIDER or to any person, entity, or organization, for any injury or damage that may result to any person or property from the subdivision of all or any part of the Property.

17. SUBDIVIDER hereby agrees to, and shall hold CITY, its elective and appointive boards, commissions, officers, agents and employees ( collectively, the Indemnitees"), harmless from any liability for damage or claims which arises from SUBDIVIDER and/ or SUBDIVIDER' S contractors, subcontractors, agents, lessees, or employees' operations under this Agreement, whether such operations be by SUBDIVIDER or by any of SUBDIVIDER' S contractors, subcontractors, lessees, or by any one or more persons directly or indirectly employed by, or acting as agent for, SUBDIVIDER or any of SUBDIVIDER' S contractors ar subcontractors. SUBDIVIDER shall, at its own cost and expense, defend any and all actions, suits, or legal proceedings of any type that maybe brought or instituted against CITY and the Indemnitees on any claim or demand, of any nature whatsoever, and pay or satisfy any judgment that may be rendered against CTTY and the Indemnitees in any such action, suit or legal proceedings, resulting from or alleged to have resulted from SUBDIVIDER performance or non-performance of its duties and obligations under this Agreement, or from the negligent act or omission of itself, its agents, contractors, representatives, servants or employees, except in the event and to the extent said claims resulted from the active negligence or willful misconduct of CITY andlor the Indemnitees. The promises and agreement to indemnify and hold harmless set forth in this Paragraph 17 are not conditioned or dependent on whether or not any Indemnitee has prepared, supplied or approved any plan or specification in connection with this work or subdivision, whether or not any such Indemnitee has insurance or indemnification covering any of these matters. CITY does not, and shall not, waive any rights against SUBDIVIDER which it may have by reason of the aforesaid hold harmless agreement, because of the acceptance by CITY of any deposit with CITY by SUBDIVIDER. The aforesaid hold harmless agreement by SUBDIVIDER shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations referred to in this Paragraph 17, regardless of whether or not CITY has prepared, supplied or approved of, plans and/ or specifications for the subdivision.

18. Neither SUBDIVIDER nor any of SUBDNIDER' S agents, contractors, lessees or subcontractors are, or shall be, considered to be agents of CITY in connection with the performance of SUBDIVIDER' S obligations under this Agreement. Neither CITY nor any of CITY' s agents, contractors, lessees or subcontractors are, or shall be, considered to be agents of SUBDIVIDER in connection with the performance of any work contemplated under this Agreement.

19. SUBDIVIDER shall not assign this AgreemenC without the prior written consent of CITY, which such consent shall not be unreasonably delayed, conditioned or denied, except that this Agreement may be assigned to any purchaser or transferee of an interest in all or a part of the SUBDIVIDER Property without the need for CITY consent.

If such consent is given, or not required, the terms of this Agreement shall apply to and bind the heirs, successors, executors, administrators and assignees of SUBDIVIDER, and any heirs, successors, executors, administrators and assignees of SUBDIVIDER shall be jointly and severally liable hereunder unless SUBDIVIDER and its assignee have executed an Assignment and Assumption Agreement in which case SUBDIVIDER shall be released from all of its obligations hereunder so assigned to the assignee. Notwithstanding anything to the contrary in the foregoing, SUBDIVIDER shall be permitted to assign its rights and obligations under this Agreement to any " Affiliate", which is defined to mean an entity or person that is directly or indirectly Controlling, Controlled by, or under common Control of SUBDIVIDER. The term " Control" as used herein, shall mean the power to direct the day-to-day management of SUBDIVIDER, and it shall be a presumption that Control with respect to a corporation or limited liability company is the right to exercise, directly or indirectly, mare than fifry percent ( 50%) of the voting rights attributable to the Controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, Control is the possession, indirectly or directly, of the power to direct or cause the direction of the day- to- day management of the controlled entity. Notwithstanding anything contained herein to the contrary, SUBDNIDER may assign certain duties and obligations under this Agreement to Maverik, Inc., a Utah corporation (" Maverik"), the intended ground lessee of the future parcel 2 under Parcel Map 22- 03 without the CTTY' s consent; provided, however, that Maverik expressly assumes in writing those duties and responsibilities assigned hereunder for the benefit of the CITY under an Assignment and Assumption Agreement and SUBDIVIDER provides a
copy thereof to the CITY. SUBDNIDER shall notify CITY upon any assignment of obligations or duties to Maverik.

20. Each Party shall, at its expense, require or cause to require all its contractors and sub- contractors to obtain and maintain all necessary permits and licenses for construction of the DFIA Improvements and EP Improve nents, and commercially reasonable insurance. Prior to the commencement of said Improvement construction, the General Contractor/ subcontractors shall obtain a City of Lathrop Business License.

SUBDNIDER and CITY, as applicable, shall comply with all applicable local, state and federal laws applicable to this Agreement whether or not said laws are expressly stated in this Agreement.

21. This Agreement, the DFIA and the Exhibits attached hereto comprise the entire understanding and agreement between the parties regarding the subject matter of this Agreement.

The Recitals are incorporated into this Agreement by this reference, as if fully set forth herein.

22. Notices. For purposes of this Agreement, " notice" means any notice, demand, request, or other communication to be provided under this Agreement. All notices shall be in writing and shall be sent to the below addresses or at such other addresses as either Party may later specify for that purpose. All notices required or permitted under this Agreement shall be personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, or by a nationally recognized overnight courier, such as FedEx or UPS, with charges prepaid for next business day delivery, addressed to the Parties as follows:

If to CITY: City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Attn: City Clerk
Email: website__cco@ci. lathrop. ca. us
With a
copy: City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Attn: Salvadar Navarrete, City Attorney
Email: website_ cao@ci. lathrop. ca. us
If to SUBDIVIDER: Reynolds & Brown
1200 Concord Avenue, Suite 200
Concord, CA 94520
Attn: Dana Parr
Email: danap@reynolds ndbrown. com
The date of any notice shall be the date of receipt, provided that, rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice sent. Either Party may change its address for notice by giving notice to the other Party in accordance with this Paragraph 22.

23. The following miscellaneous provisions are applicable to this Agreement:
a. Controlling Law. The Parties agree that this Agreement shall be governed and construed by and in accordance with the laws of the State of California. b. Definitions. The definitions and terms are as defined in this Agreement.
c. Exhibits. The following exhibits are attached to this Agreement and are incorporated to this Agreement by this reference:

EXHIBIT A: DRAFT PARCEL MAP No. 22- 03
EXHIBIT B: CITY CAPITAL IMPROVEMENT PROJECT

REIMBURSEMENT
EXHIBIT C: CITY INSURANCE REQUIREMENTS
EXHIBIT D: ENGINEER' S OPINION OF PROBABLE COST,

KIMLEY HORN, ENGINEER' S OFF- SITE

OPINION OF PROBABLE COST
EXHIBIT E: ENGINEER' S OPINION OF PROBABLE COST,

KIER & WRIGHT CIVIL ENGINEERS &

SURVEYORS, LANDSCAPE IMPROVEMENTS
d. Force Majeure. Neither Party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Agreement, and all performance and other dates specified in this Agreement shall be extended, where delays are due to: war; insurrection; strikes and labor disputes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; acts of terrorism; epidemics and related governmental orders and restrictions; quarantine restrictions; freight embargoes; materials shortages and/ or inability to obtain materials due to tariffs, governmental restrictions or priority; unusually severe weather; acts or omissions of the other Party; or acts or failures to act of any public or goverr mental agency or entity( except that acts ar failures to act of CTTY shall not excuse performance by CITY); or moratorium each a" Force Majeure Delay"). An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if Notice ( as that term is defined above) by the Parry claiming such extension is sent to the other Party within sixty ( 60) days of the commencement of the cause.
e. Headin s. The paragraph headings are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement.
f. Incorporation of Documents. All documents referred to herein and all documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated herein and shall be deemed to be part of this Agreement.
g. Modification of Agreement. This Agreement shall not be modified or be binding upon the Parties unless such modification is agreed to in writing and signed by the Parties.
h. Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the provisions of this Agreement not so affected shall remain in full force and effect.
i. Successors and Assi ns. Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of, and shall apply to and bind, the successors and assigns of the Parties.
j. Time of the Essence. Time is of the essence of this Agreement and each of its provisions( subject to Subparagraph 23( d)). In the calculation of time hereunder, the time in which an act is to be performed shall be computed by excluding the first day and including the last.

If the time in which an act is to be performed falls on a Saturday, Sunday or any day observed as a legal holiday by CITY, the time for performance shall be extended to the following business day.
k. Venue. In the event either Party brings that suit hereunder, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin. The Party in whose favor judgment is entered shall be awarded reasonable attorneys' fees.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 16th day of May, 2022.

CITY OF LATHROP,
A California municipal corporation of the
State of California
B y:

Stephen J. Salvatore Date
City Manager
ATTEST:

City Clerk of and for the City
of Lathrop, State of California
By:

Teresa Vargas Date
City Clerk

APPROVED AS TO FORM BY THE CITY OF LATHROP CITY ATTORNEY 5' Z z z_
By:

Salvador Navarrete Date
City Attorney

SUBDIVIDER
ASI' iR' M Properties
a California limited liabilittit cc mpan
B}: Jones Pariners, LLC, a California lirnited liability ec n pany e- Q.n. cl„
3v:

Vlana er
R& B Lot' se, 1, LC
a Califo ni limited liabilit} an
3: ____-_-'
t i- _ S'
a n: ,., iJ$ 11 1' fs, '—%
rjt: : i.

R& B Delta. I, LC
a Cali ri ia linlited liability company
13v: r',. i;_-'. T(,,/-
ame: -( a- .-•. Fi- ti'
Title: T i4=; t 1-,'•"_ l. J` f

EXHIBIT A
DRAFT PARCEL MAP NO 22- 03
i
Qo o€
g
g '
d
B '\
FR .
by ti
P gJF'
y
6R •`
s
6 i'i
j
5 vf Q g u
c ii} W. ZS S'
63 i ia
u n
U < 6
g[ S G
a
dc a
Z
W
Z U
J 14. w$
P,.

3. Fi a
g
No < Sg F
y.i
3 Ssr " i
o
5 m
6 F' d
a w_
b$
Soc o
m ` € ' ik k' bm o-, €'
I
k o
d
w
z
ms W Fm _ II
a g5~ g G
w
S-`= Faaa • S$ aU
o
I o w«
o
03 F
I
i F „' a
i4 ;
3 3$ N N ~ II K
om m , Ng W aa
o W
o m3 I o W < aa o 8
a zsw N swaaoo- m
Z wa
w I= lo sas- a
r s w
e s a s s a
a< < _ a ` FT w"' F =
o W a
F'^
a v~i `<
m
x b,&,„
3 o
I
a g
o e
a,
g N „
a
Na o Q a
Z
I g8 a Fg o`- w "
a " 3 Yti a y
w o
3$ g' a 8 ol I
ffo . s <
m
r. a I
y
h o$= ew w y 5 e
w N> w
I
3 = m
w k
ws '
w _ <
W
am% &
o =
w
o - `__ g
F`- a=
w
g o »
Zl s Z a o — -< o a
wo a o w
a o o,. o< _ a _ Nm
a
I aoo
If1 g www "' `.
y
zau"' y `
J I
F
O o S
O
G J N'- NW N- 8 d a
I
a S 9a$'€ '
b
U
V
a bffi' 64 c8 > gm: i_ "- S
N i33wsHi J> Fo" f so i
i
z
SP
z_' a^'"=$
Z
aHs s= o=
e= C
a
o LLw=" w - N< sg @ i
a
o I
a
g ? N = p> o W g€; m
a 7 p C y _ oa iN daws $ Q
o o N
a 3 W
3 N N; s
j aT Q o a
s b
o
sa ` r «
W
sw 6=
a
o z a W u <> ' = m
J € Yua
S
N
o€ g 6`
6 a
W _ W = o
w
p mo=
W
o = a i
n.
4t.: awo o = s m= I U
3,.
o: W Na er o ` v~i a S
a
2C:_,. .. , o < r ol J
Q So os- s Sm s
LL 28 a G< .. io oo
8' W -
Y'i aR:= a - m `" s m N S a c,
o i
V
ni < i
i li 3FztH" o
r^ K'_' = eo< <"' 6
a 6 s 5
a
F
a m f II gssa€< a„ " N
W wF
w gW m a o o
F o a=
w
a s a ~
W€ I W g a
w e€ x a ,
w " <
m €
w€< s€ w < _ g < S'
o` Zo . K' a,'„ _° f ,,,
w
i d- a
i`'N ' 2
W <
o < ew
W y< N<
a
w i xa <
i
gNN &; U" = om
w
Y
a i < d ` o. W

0. 8 m o eN o ` s ` ow om g I s . H
6 w ps ` s g
w" ` <
i
a `"
oo
W
3` ao_ o e f--" m F9kc mZ gq '^
offo B So m ow m R U
A $ $ g" a
3 0
I
o
m
i" 3 2, 0> 3: g
s
Q y
S m ws
y . F N
w a ' ' X
a R
W a x
o g ff` ° g w a '< m m
s< W== o=
s m
m
g @ < m3 Z w.. w s >
a
o = oy ax _ "'
s o
w a . o 5= aoa awa x
o a o m
m
N o
I
a a < 3 < m N
W
w =
W =
y m _ _ m m
qwol6 rytl 95ZS- 60 ZZ-( Z- 6 finp' f0- ZZ Yld 9L- C9941tl\` JNIddtlW\ A3AtIf15\ MO\ 9Z- f9941tl\ bIOZ\' Z J
I
W m o z
ro
I
m a a g m g W
i i
Pw W < c w 3iw $ s
w a
m
3 Fa d
s < < ig P o
s mo
8 B < o - a x^o
o' Usa
m s
g€
z w a g
s
oW gr o F o= oo
as
o o
w a w
zm
m
p Fv gk
ss o
s 9 g FNb a
Fw Fw ci a$
o o F w
wa wmw 6 i
o=_ q ss z
I',
z m w m=
p4' N- N
Fz `
sm a s_ waw wa W $
w W€
a aa sao& og a F o a o" a
a a a $ on gz
o m i< oaoa Siw w F
g« a Q
3< =
mw=" m
N
a> m= a< W
a ___^= m=". a'< Wa= o Qs F
s= s s s- so= _ '_ Q o o
N m _ _ _ o<
m
a= ad$ o =_ W
Wn Waw„ a€_ o o< ao<
Q =_ = W= s= sn s= o w< s aw F== aa Z F
u
w n e n m g oa
U
I
p o
o
w - wo
N
II i
w
s" W
a o F
a ww
a
s
a
N o o o I
o= ; oo= I
aa Z N = h,
m
F
I
z
Q N Joff w<= `£ g w< '
o 3W zm
g m s
z z`doz . a Fo _ o
N Z Q W ao< F= cai z a€<
o c=`+
W
g
N `
F
wN m w > J o YnR a i3 g -
8 =
w a
W
LL W 6W
O
m
Z 8 w
U
n o " o a m os " W o Q s ww s w
a
g= s ww w
Q w= w = Y = w a
w ,
a s =
m
6 w
k
6 01 i"' ww T K a q R LL
T ' Y O w22 T¢<
3 W Z
q pi. i
Y
iw } Z g irc F N < O - - W
oF ¢
W
F Ci a O
N N
I F- W
6` - -
U ca < ? S `_' a m a a ._. m < < N ii " a a a i
o i I
ok' ca+ II
3 W
a €
r< i
a 8 F°`
o
3 3 I
LLYi o
k' TF o k' II
08= ^ a
I F om p o i W Na
s F
a S a II
a€ a ' 6a 5 a $
i- 8 N w > m
8 Bz
w
s s=
F
W y _€ . i
m` g w
m'<
go
o " € o 3
0 o m
g€ 6w Z s ^ w € o < m
zo iB a
p
w Y ? i
n k' W
p
o
q
N
3 i :1 6
i N m x
j z
i '
d
omiW
z i
6 W oa z z < a 6 a'6 ' c wwi w
L a
y < U
W a F < k a
p
o< < a m & o a u o < N? a u u
i

I ---------------
H
ZO' Ol M, Of, 64. 05 w z ' LW- N, SO' 6943, Of, 64. ON--- - r a aa aNtnMOH s-— a
z
j=- I --_ e
a= d _
a
m ml ' m b z ` 7 < b b
6 5 O
U
w a '' " _" ---- s< a'" x s i oll' i m b a6
5< g F
a, i m o ob' sb?. ua",<<' o'`
J ` `

I NI I , I
I'
n
N
e b€<$ a<> m 5a`« i ^' o° i
Z ui
c: szzzdad 3v m
l V "' m'
iili
munxnnunnnunnnnnnnnnnnnnn m gi O Li.}.

I / g
p
mc35 Z,m z8g iaii" niazzcLSG '= N <
Z N =,
m- a o
m
m
N
g
o"° 6"' Q Yi Q
N
uil
1-- ry W
sy c
o 3W[[
I I , 3
Z eg s G s a iu
zi WI
O
w vi Wz ob m"
Jv iw N
a
yj!
me
o
J i
a I' 0 8 gw -- ' Si"
g xu ,
W INI
i w 3
o\
Iiv N
i rr g' o oo& s J. _-
a
el g t
mg / \ R o
LJ g d' a
I
0 o
g I I ( il ieli w ia
I
i i
n n n u
a LI_ ' 6Ts Q O
Ili 4m I I I I i
O+ o i o
z
3 I I
i
U I
i aN
i mw a>.t sZ
I Ll' 9IZ a
g
I
I
I
Im i

3. 0£ CZ. ON —_' wN U
f' I6B 3, 0£, Cd. 4N
mi
3 0
1), b6' 8Z8 3AL, 90. ZS ___ l
b— T
3 I // 1N--
Z
p ! IN o
all ! m
w"
I I
Vf I 4
Ilfl I
11 m a N
dl ^
I
I
Iz O
Ory
WI
mlll Ip m " , o U4 U
f
mlyai 961Wd9Z a
F 311dA1 b'
m
gN
I
i mr--_ 9l' 9Hb M, OL, 94. ZN
i ,,
x g I '' nl N/
I
I
o
ry
S9' 9L
L6' SZS 3, Of,CZON i
l n ,_,,,- 1,
o_
w
o , 3
w
dg R;!
I
R,
I
n N
m i I i i m i . Z O' S9 Z M. O f,LZ 0 5 J'
I I
i a0 Z604S0- 1Z d i i i„ j a G4 « ZO' Y I 113 I I N
I}
f
fibl__--+-'__ lbl
n
z I i il 1 6 0 4 S 0- I Z O I - I i I a
m
v
l G Bb\
i I
i i t— 6S' iC4 3, Of( ZON I
i
I I - y
v ¢
I
N3d MON, 6
mal l Nm iii ii g 1
I Iglo ii i$ s:, ili il N
JJ
g ` a3 >
U
m
F
lio i i
li o w i
i I" i `" nI i".
m
l, o
iliN a_ IIL— I I
J
1"" J" 6o _< QaZ I
I I
i 1
J Im a ni d w HI i' _ l ' I N
II ii II Iw N
u+ P
RI
o
I
o i
Z r g
ili Z
il - ww a
i i, ' i i
I
I I II w^' Q
I I
o O W I NO Zfi06S0- ILOZ
I { N 3L
d d, OL
I1j W °
n'.
ili i
3? I II
I
9 I
Qrvip g I Ill qp
D
Ydi I Ii vi
o
m m ^ II 3imz c' O c I" Ii O n m u
m "' i i I q p I E
I
gi m P '
a i Z
u' FN 1i v
s
O1
W ilil II l.. 3 1 . I
LL
Wiil
a g= _ i i o ,', '
3 ' I I d _ 1_ 3 ;_'
i , st, l 4-_
s;+-
P iwd;
i I I 46 M 9Z 91
n o
l 1 '^ a 3 - .
1 il3d 311d pl fil_ J JI
Na \ lo 8l8Slll6' NI
I I '' Y i'
z
m /
Wzl ¢
a" I o
II
Z l3Jtltld 39d. O4 I
111
I j`'_
r. i F
N
i i j I J 1
i , 6 o U
O
y
y
I o, LJ I w
J. _ i, mm m
a
J
N II j II `` 313 C
O
111 o
I
z'
d' ii i
p
nle I I
i mim
i
ii n
z z
i
i ii i
0 o
M
z i
F luP' II j i
i
a,
x
ZL' SSfI i ii g a
1), Zl' SBSI 3. 00, 9LON—__—_'—__—" i ^
e' I
a _ 661p00- L6 ' NQ I
i; °' H 2ftldN3410 I
SB dW lE L9 Wd 61
6zsz ei u- e6 wa z
j
m
Q
Tr—ONONVIMOHS-- y g d
j- I o "
a
o 0
N'-- a£ i '" O
r U
t--- --- b ,`= p
g
Q
z i
i aO1 /' s' .
y
K" f'6
YS<`
W
I z,
I a , , o
o m= aab== 6 o N _
a> m d
J r
o W a a<; N
II / Z UXII IIMIINiiliii IINIIX Q Or IS
i
U
am3. Tim i8a iiiiaaa z rc 1 ? N ?
B
o I a5 o N 3
1 s
4 w= -
I ow a A a 'vf
I
O
N
w=
W; NW o Z Q =$!
i = N '
W [€
I W¢ w\ V
YuRi N
I ; x b
o- w ?
a o
I I am
I
I
I
I li " d
I
I; 4 I I I I ' I•
o z
i
i Q
o O
I
i
4 N 1 O
LL
ii Z"___—__—__—"___ ioffi' or U
i i ii
I
i
i i' I
QI I
I
o
W
I
I
I U I = N
VI II 4 f II
I I Qq t 0
I I m t'] to I y
i
n
w, I II a W I
o 0
m
I
W 1 V y
U
I I
9filHd9Z w I o
F,
N
I I
3fld, 01 "'
q
I
p
y N
p
I
O
Q
I
fi;
VWgW
I
1 _
I• ¢ ¢
IiRod« ag
m
I
i ' iN o
I
J
I i ^
6 SZS 3, 0[,( ZON l 46Q45_ ,-
I
a3d3'
ASI I 1 Iri
o ; ill I I i o n
1 o I I
I o; q R
f '
I;! I I;
i ; , cn
I i I
n1 I I gle f
I
i
a
i i i Z
i10 Z60650- 1Z0E i I I <- 1
a3d 3fld, Ol h O
I IJ a
I i n
I I I
tl
d3d Motl 6
y I
6S' fLY 3, Of, LZON i I i i I I m
J ,
86' 6lZ
i i iil g
Bfi011 I I I e P
Iz lma I3o a. i i i
jI IZ6N I ,,
g < m I; ; I z
m
F

I I I I I' I
U a .'
I
o,
R! r9Zl F Q Z
Iml~ I
i iN 1 po-- i
I-- il U
8 3 `_IeZI o ~ / \
I
j
W ' I I i I '
3 `/

III IIVI Z
lo I I II Z
I
i` ! y II 1 I
o
I I I i I o V I
rXl I z I"! II Wa IW I i
i in4N I o€ wJJ
i w
I I wi n
in ili i
3>
o W
F`
i 3No Z
i^ Ilv's Z I li illzmo i i 1
on
01 v em am li i o \ L E
aE" INI' Q I JQ f_ q
PIII 1i
0 I W \\ '
l
O
w}- N I
1 LLlil n 6z gz a I I ly
v
a
i13d311d9LOl ~
Uo j j ' Q i am Lll- w 1 i
J
g I
I li N
IN d"`' jo i ia w
I I ' € i e = iJ 6,- r9, Wa
i ; o N n
U _
w -
NN1O ii on clin' BIBSlil6' NI
I
I
I
P 3
o"'. " oZ 137tlVd 39d, Oh , i I 1
I
f
i I I
a
i I K
1N I _
o, _
j
I , 86' OlZ
c I 00' OfZ
1 I = ri oN ry I I
N
I I
I '
W
V t
I
I \
1 w* n R II
I /— no
I N N
I' SJ
II
M
ilij
n
1), fCZ6Z i
00"OfZ 6CZ6Zl i ii
I
I
i
661600-[
H
dAd'
NV M34'
Qll
6 '
10 N4
r--------- --------------
I
5B
6ZSZ
dW
Nl
l¢ L9
l{- f6
Wd
Wd
6{
I N
9 Q
Z
o
O <
J
O
U r,i
N o o
F U
o N FLL z N =^ Otl
C7 N
o 3W
k a {
r Q ¢
J
N
W g
W
i
YuA
N
U
a o
Q J Z
ao o
g
F
U
r m -
w w s m - -
W
m 3 3 3
m
W
o
a n N
o
P $
Q z - u
m
z
W p m
3 H w 3
o
Z < w _ s
O m
t-- n
p
Z
Z
O
O
U
Z
0 w - - - - -
V
Z
O
W N n
F
n
O J
Z n
LLl< Q
3 w 3 ]
o
O ' 3
ug o ~ _ sV S W
V/ , i^
J Q Z a
o Z
w z
J a 3 ; 3 3
3 3 3 J a m ~ r - m
J
w
Q W Z _
r
o Q
o F
Q v i
J '
S' i
LL]
u
U w U
Z - -
w J _
O
wo a a „
N
c0 J
3 3 3 ~
m m
U J
a p p
o
ma
w o ;
p ." ` - a' _
N N
0 n
Q O
uA 3
N '^ Fi
w
O
v
Z - V
w 0 Z -
K J
Z W Z
J
a
1 Z

EXHIBIT B

CITY CAPITAL IMPROVEMENT PROJECT REIMBURSEMENT

EXHIBIT B- CITY CAPITAL IMPROVEMENT PROJECT REIMBURSEMENT

CONTRACT REIMBURSEMENT REIMBURSEMENT

UNITS QUANTITY BID ITEM UNIT COST AMOUNT PERCENTAGE SHARE LS 1 Mobilization, Bonds& Insurance 163, 000. 00 $ 163, 000. 00 30% 48,900. 00 LS 1 TrafficControl 128, 000. 00 $ 128, 000. 00 30% 38, 400. 00 LS 1 Storm Water Pollution Prevention Program 65, 000. 00 $ 65, 000. 00 30% 19, 500. 00 EA 2 Case" B" Curb Ramp 6, 000. 00 $ 12, 000. 00 50% 6, 000. 00 EA 7 Case° C' Curb Ramp 3, 570. 00 $ 24, 990. 00 14% 3, 570. 00 EA 32 Adjust Manhole Cover to Finish Grade 800. 00 25, 600. 00 16% 4, 000. 00 EA 7 Adjust Survey Monument Cover to Finish Grade 800. 00 5, 600. 00 14% 800. 00 EA 10 Install Blue RPM @ Hydrant 16. 00 160. 00 10% 16. 00 LF 1, 750 12" White Crosswalk/ Limit Line( Thermo) 3. 50 6, 125. 00 23% 1, 379. 00 LF 8, 000 Striping Detail# 9( Thermo& Markers) 0. 65 5, 200. 00 25% 1, 31235 LF 1, 458 Striping Detail N25( Thermo& Markers) y1. 50 2, 187. 00 226% 4, 948. 50 EA 13 Pavement Marking Type III( L or R) Arrow( Thermo) 175. 00 2, 275. 00 62% 1, 400. 00 LF 4, 000 3" Conduit With Mule Tape for Future Interconnect 39. 50 158, 000. 00 44% 69, 125. 00 LF 700 3" Sch. 40 Conduit sleeves for future irrigation 13. 50 9,450. 00 100% 9, 450. 00 LS 1 Median Planter Ma[ erial 126, 650. 90 $ 126, 650. 90 30% 37, 995. 27 LF 6, 364 Construct PCC Median Curb 536. 00 229, 104. 00 52% 118, 764. 00 SF 1, 896 Construct Stamped Concrete( Median) 14. 00 26, 544. 00 69% 18, 200. 00 LS 1 Cameras( Louise& Cambridge) 47, 000. 00 $ 47, 000. 00 100% 47, 000. 00 TN 4, 088 3/ 4" HMATypeA( 12") 70. 00 286, 160. 00 21% 59, 944. 42 SF 211, 000 Remove 14" Ex Material( NEW) 31. 40 295, 400. 00 21% 61, 880. 00 Sf 211, 000 TensarFabric( NEW) 027 56, 970. 00 21% 11, 934. 00 SF 211, 000 Subgrade NEW) 020 42, 200. 00 21% 8, 840. 00 Concrete Cap on gas line- outside lane 39, 032. 00 100% 39, 032. 00 SUBTOTAL $ 1, 756, 647. 90 35% 612, 390. 54
Cost per LF of Frontage 352. 66
LF of Maverik Frontage 474. 23
Maverik Reimbursement Con[ ribution 167, 241. 95

EXHIBIT C

CITY INSURANCE REQUIREMENTS

1. The Subdivider shall obtain commercial general liability insurance companies licensed to do business in the State of California with an A.M. Best Company rating Insurance rating of no less than A:VII which provides coverage for bodily injury, personal injury and property damage liability in the amount of at least$ 1, 000, 000 for each occurrence and $ 2, 000, 000 in the aggregate.

Said insurance coverage shall be evidenced by a certificate of insurance with policy endorsements, executed by an authorized official of the insurer( s). All parties to the Subdivision Improvement Agreement must be named insured on the policy. The policy endorsements to be attached to the certificate must provide all the following:
a. Name the City of Lathrop, its officers, City Council, boards and commissions, and members thereof, its employees and agents as additional insured as respects to any liability arising out of the activities of the named insured. A CG 2010 or CG 2026 endorsement form or the equivalent is the appropriate form.
b. State that " the insurance coverage afforded by this policy shall be primary insurance as respects to the City of Lathrop, its officers, employees and agents. Any insurance or self-insurance maintained by the City of Lathrop, its officers, employees, or agents shall be in excess of the insurance afforded to the named insured by this policy and shall not contribute to any loss.
c. Include a statement that, " the insurer will provide to the City at least thirty ( 30) days prior notice of cancellation or material change in coverage." The above language can be included on the additional insured endorsement form or on a separate endorsement form. d. The policy must contain a cross liability ar severability of interest clause. e. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates.
1 JONEDEV- 01 KBORN
4CORo'

CERTIFICATE OF LIABILITY INSURANCE

DATE MM/ DD/ YYYY)
9117/ 2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRonuceR License# 0757776 coNracr
NAME:

HUB International Insurance Services Inc.
2300 Clayton Rd A/°,"N, EX:( 925) 609- 6500 jac, No:( 925) 609- 6550 Concord, CA 94520 E- M'° i
I
ADDRESS.

WSURER( S AFFORDING COVERAGE NAIC#
wsu_aEaa: Zurich American Insurance Company 16535
INSURED INSURER B:

ASP/ RWM Properties, LLC iNsuaeR c: _ j
914 Dewing Avenue wsuReR o:

Lafayette, CA 94549
INSURER E:

W SURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

WSR. ADDL SUBR POLICY EFF ' POLICY EXP '

LTR' TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDD/ YYYV I MMIDD/ VYYY LIMITS A X I COMMERCIAL GENERAL LIABIIITY I, OOO, OOO EACH OCCURRENCE ;$_ rI DAMAGETO RENTED i CLAIMS- MADE x.. occurt CP0389614503 9/ 1/ 2021 9/ 1/ 2022 1, 000, 000 l __, X PREMIS__ES. Ea_occurrence) .

I. X T2 0 I5177
MED EXP jAny one person) $ . _ ,
PERSONAL& ADV_INJURY '. $ OOO, OOO
N' L AGGREGATE LIMR APPLIES PER: I
I GENERAL AGGREGATE $ 2, 000, 000 GE',.

POLICY', PRO- X i LOC '.., PRODUCTS COMP/ OPAGG $ 2, 000, 000 JECT I orHeR I PER LOCATION AG 10, 000, 000
AUTOMOBILE LIABILITY I COMBINED SINGLE LIMIT '.

Eaaccident) .. __.;$
ANYAUTO I, BODILYINJURY( Perperson) , $
I. OWNED '. - SCHEDULED ', i
I AUTOS ONLY ' AUTOS BODILY INJURY( Per accident), S

I HIRED NON- OWNED
I

I ' PROPERTY DAMAGE
AUTOS ONLY _ AUTOS ONLY per acciden

A X , UMBRELLALIAB ',, X OCCUR EACH OCCURRENCE O, OOO, OOO EXCESSLIAB i CLAIMS- MADE. AUC040753703 9/ 1/ 202 9/ 1/ 2022 ',,

AGGREGATE S
r----__ .. .

DED X I RETENTIONS I g
PER OTH- .

AND EMPLOYERS' LIABILITY STATUTE..... I ER

WORKERS COMPENSATION I
ANYPROPRIETOR/ PARTNER/ EXECUTIVE .

Y N '
OFFICER/ MEMBER EXCLUDED i I N A II ''. E L EACH ACCIDENT '$ Mandatory in NH)
E. L. DISEASE- EA EMPLOYEE $
If yes, describe under i DESCRIPTION OF OPERATIONS below E. L. DISEASE- POLICY LIMIT . S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ACORD 107 Additional Remarks Schedule ma be attached if more s ace is e u' e Re: North Crossroads Business Center Project
Y P r q ir d)
City of Lathrop, its officers, City Council, boards and commissions, and members thereof, its employees and agents, as additional insured including Primary 8 Non- Contributory wording applies to General Liability per attached U- GL- 1504- BCW( 04/ 13), as required by written contract.

Notice of Cancellation applies to General Liability per UGL1446ACW- 0510 to be issued by Carrier.

Named Insured includes: ASP/ RWM Properties, LLC, R& B Louise, LLC and R88 Delta, LLC.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cit of Lathro

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y p ACCORDANCE WITH THE POLICY PROVISIONS.
390 Towne Centre Drive
Lathrop, CA 95330

AUTHORIZED REPRESENTATIVE
5 cua.c-_
ACORD 25( 2016/ 03) O 1988- 2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
General Liability Supplemental Coverage Endorsement ZURICH Real Estate — Enhancement
Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add' I. Prem Return Prem.

P0389614503 9- 1- 2021 9- 1- 2022 9- 1- 2021
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the:

Commercial General Liability Coverage Part
A. Insured Status— Employees
Paragraph 2. a.( 1) of Section II— Who Is An Insured is replaced by the following:

2. Each of the following is also an insured:
a. Your volunteer workers only while performing duties related to the conduct of your business, or your employees , other than either your executive officers ( if you are an organization other than a partnership, joint venture or limited liability company) or your managers ( if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these employees or volunteer workers are insureds for:
1) Bodily injury or personal and advertising injury :
a) To you, to your partners or members ( if you are a partnership or joint venture), to your members ( if you are a limited liability company), to a co- employee while in the course of his or her employment or performing duties related to the conduct of your business, or to your other volunteer workers while performing duties related to the conduct of your business; b) To the spouse, child, parent, brother or sister of that co- employee or volunteer worker as a consequence of Paragraph ( 1)( a) above;
c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs ( 1)( a) or( b) above; or d) Arising out of his or her providing or failing to provide professional health care services.

However:

Paragraphs ( 1)( a) and ( 1)( d) do not apply to your employees or volunteer workers , who are not employed by you or volunteering for you as health care professionals, for bodily injury arising out of Good Samaritan Acts while the employee or volunteer worker is performing duties related to the conduct of your business.

Good Samaritan Acts means any assistance of a medical nature rendered or provided in an emergency situation for which no remuneration is demanded or received.

Paragraphs ( 1)( a), ( b) and ( c) do not apply to any employee designated as a supervisor or higher in rank, with respect to bodily injury to co- employees . As used in this provision, employees designated as a supervisor or higher in rank means only employees who are authorized by you to exercise direct or indirect supervision or control over employees or volunteer workers and the manner in which work is performed.

B. Additional Insureds— Lessees of Premises

1. Section II — Who Is An Insured is amended to include as an additional insured any person or organization who leases or rents a part of the premises you own or manage who you are required to add as an additional insured on this policy under a written contract or written agreement, but only with respect to liability arising out of your U- GL- 1504- B CW( 04/ 13)

Includes copyrighted material of Insurance Services Office, Inc., with its permission. ownership, maintenance or repair of that part of the premises which is not reserved for the exclusive use or occupancy of such person or organization or any other tenant or lessee.

However, the insurance afforded to such additional insured:
a. Only applies to the extent permitted by law;
b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and
c. Ends when the person or organization ceases to lease or rent premises from you.

2. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III— Limits Of Insurance:

The most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph B. 1. above ( of this endorsement); or
b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less.

This Paragraph B. shall not increase the applicable Limits of Insurance shown in the Declarations.

C. Additionallnsured— Vendors

1. The following change applies if this Coverage Part provides insurance to you for bodily injury and property damage included in the products- completed operations hazard :

Section II — Who Is An Insured is amended to include as an additional insured any person or organization referred to throughout this Paragraph C. as vendor) who you have agreed in a written contract or written agreement, prior to loss, to name as an additional insured, but only with respect to bodily injury or property damage arising out of your products which are distributed or sold in the regular course of the vendor' s business.

However, the insurance afforded to such vendor:
a. Only applies to the extent permitted by law; and
b. Will not be broader than that which you are required by the written contract or written agreement to provide for such vendor.

2. With respect to the insurance afforded to these vendors, the following additional exclusions apply:
a. The insurance afforded the vendor does not apply to:
1) Bodily injury or property damage for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; 2) Any express warranty unauthorized by you;
3) Any physical or chemical change in the product made intentionally by the vendor; 4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; 7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or U- GL- 1504- B CW( 04/ 13)

Includes copyrighted material of Insurance Services Office, Inc., with its permission. 8) Bodily injury or property damage arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
a) The exceptions contained in Subparagraphs ( 4) or( 6) above; or b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
b. This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. c. This insurance does not apply to any of your products for which coverage is excluded under this Coverage Part.

3. With respect to the insurance afforded to these vendors under this Paragraph C., the following is added to Section III— Limits Of Insurance:

The most we will pay on behalf of the vendor is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph C. 1. above ( of this endorsement); or
b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less.

This Paragraph C. shall not increase the applicable Limits of Insurance shown in the Declarations.

D. Additional Insured— Managers, Lessors or Governmental Entity

1. Section II — Who Is An Insured is amended to include as an additional insured any person or organization who is a manager, lessor or governmental entity who you are required to add as an additional insured on this policy under a written contract, written agreement or permit, but only with respect to liability for bodily injury , property damage or personal and advertising injury caused, in whole or in part, by:
a. Your acts or omissions; or
b. The acts or omissions of those acting on your behalf; and resulting directly from:
a. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit; b. Ownership, maintenance, occupancy or use of premises by you; or c. Maintenance, operation or use by you of equipment leased to you by such person or organization.

However, the insurance afforded to such additional insured:
a. Only applies to the extent permitted by law; and
b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured.

2. The additional insurance provided by this Paragraph D. does not apply:
a. Unless the written contract or written agreement has been executed, or the permit has been issued, prior to the bodily injury , property damage or offense that caused personal and advertising injury ; b. To any person or organization included as an insured under Paragraph 3. of Section II— Who Is An Insured; c. To any lessor of equipment if the occurrence or offense takes place after the equipment lease expires; d. To any:
1) Owners or other interests from whom land has been leased by you; or 2) Managers or lessors of premises, if:
a) The occurrence or offense takes place after the expiration of the lease or you cease to be a tenant in that premises;
U- GL- 1504-B CW( 04/ 13)

Includes copyrighted material of Insurance Services Office, Inc., with its permission. b) The bodily injury , property damage or personal and advertising injury arises out of the structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; or
c) The premises are excluded under this Coverage Part.

3. With respect to the insurance afforded to the additional insureds under this Paragraph D., the following is added to Section III— Limits Of Insurance:

The most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph D. 1. above ( of this endorsement), or
b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less.

This Paragraph D. shall not increase the applicable Limits of Insurance shown in the Declarations.

E. Damage to Premises Rented or Occupied by You

1. The last paragraph under Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following:

Exclusions c. through n. do not apply to damage by specific perils to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Damage to Premises Rented To You Limit of Insurance applies to this coverage as described in Section III— Limits Of Insurance.

2. Paragraph 6. of Section 111— Limits Of Insurance is replaced by the following:

6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of property damage to any one premises while rented to you, or in the case of damage by one or more specific perils to any one premises, while rented to you or temporarily occupied by you with permission of the owner.

F. Broadened Contractual Liability
The insured contract definition under the Definitions Section is replaced by the following:

Insured contract means:
a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by specific perils to premises while rented to you or temporarily occupied by you with permission of the owner is not an insured contract ; b. A sidetrack agreement;
c. Any easement or license agreement;
d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality;
e. An elevator maintenance agreement;
f. That part of any other contract or agreement pertaining to your business ( including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for bodily injury , property damage , or personal and advertising injury arising out of the offenses of false arrest, detention or imprisonment, to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

Paragraph f. does not include that part of any contract or agreement:
1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of:
a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or
U- GL- 1504- B CW( 04/ 13)

Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured' s rendering or failure to render professional services, including those listed in Paragraph( 1) above and supervisory, inspection, architectural or engineering activities.

G. Definition— Specific Perils
The following definition is added to the Definitions Section:

Specific perils means:
a. Fire;
b. Lightning;
c. Explosion;
d. Windstorm or hail;
e. Smoke;
f. Aircraft or vehicles;
g. Vandalism;
h. Weight of snow, ice or sleet;
i. Leakage from fire extinguishing equipment, including sprinklers; or j. Accidental discharge or leakage of water or steam from any part of a system or appliance containing water or steam.

H. Limited Contractual Liability Coverage— Personal and Advertising Injury

1. Exclusion e. of Section I— Coverage B— Personal And Advertising Injury Liability is replaced by the following:

Exclusions
This insurance does not apply to:
e. Contractual Liability
Personal and advertising injury for which the insured has assumed liability in a contract or agreement.

This exclusion does not apply to:
1) Liability for damages that the insured would have in the absence of the contract or agreement; or 2) Liability for personal and advertising injury if:
a) The personal and advertising injury arises out of the offenses of false arrest, detention or imprisonment;
b) The liability pertains to your business and is assumed in a written contract or written agreement in which you assume the tort liability of another. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; and c) The personal and advertising injury occurs subsequent to the execution of the written contract orwritten agreement.

Solely for purposes of liability so assumed in such written contract or written agreement, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of personal and advertising injury described in Paragraph ( a) above, provided:
i) Liability to such party for, or for the cost of, that party' s defense has also been assumed in the same written contract or written agreement; and
ii) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged.

2. Paragraph 2. d. of Section I— Supplementary Payments— Coverages A and B is replaced by the following:

U- GL- 1504- B CW( 04/ 13)

Includes copyrighted material of Insurance Services Office, Inc., with its permission. d. The allegations in the suit and the information we know about the occurrence or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee;

3. The following is added to the paragraph directly following Paragraph 2. f. of Section I — Supplementary Payments— Coverages A and B:

Notwithstanding the provisions of Paragraph 2. e.( 2) of Section I — Coverage B — Personal And Advertising Injury Liability, such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance.

I. Supplementary Payments
The following changes apply to Supplementary Payments— Coverages A and B:

Paragraphs 1. b. and 1. d. are replaced by the following:
b. Up to$ 2, 500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit , including actual loss of earnings up to$ 500 a day because of time off from work.

J. Broadened Property Damage

1. Property Damage to Contents of Premises Rented Short- Term The paragraph directly following Paragraph ( 6) in Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following:

Paragraphs ( 1), ( 3) and ( 4) of this exclusion do not apply to property damage to premises ( other than damage by specific perils ), including property damage to the contents of such premises, rented to you under a rental agreement for a period of 14 or fewer consecutive days. A separate Limit of Insurance applies to Damage to Premises Rented to You as described in Section III— Limits Of Insurance.

2. Elevator Property Damage
a. The following is added to Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability:

Paragraphs ( 3) and ( 4) of this exclusion do not apply to property damage arising out of the use of an elevator at premises you own, rent or occupy.
b. The following is added to Section III— Limits Of Insurance:

Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of property damage to property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy is $ 25, 000 per occurrence .

3. Property Damage to Borrowed Equipment
a. The following is added to Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability:

Paragraph( 4) of this exclusion does not apply to property damage to equipment you borrow from others. b. The following is added to Section III— Limits Of Insurance:

Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of property damage to equipment you borrow from others is$ 25, 000 per occurrence .

K. Expected or Intended Injury or Damage
Exclusion a. of Section I— Coverage A— Bodily Injury And Property Damage Liability is replaced by the following:
a. Expected Or Intended Injury Or Damage
Bodily injury or property damage expected or intended from the standpoint of the insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property.

L. Definition— Bodily Injury
U- GL- 1504- B CW( 04/ 13)

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

The bodily injury definition under the Definitions Section is replaced by the following:

Bodily injury means bodily injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death sustained by that person which results from that bodily injury, sickness or disease.

M. Insured Status— Amateur Athletic Participants
Section II — Who Is An Insured is amended to include as an insured any person you sponsor while participating in amateur athletic activities. However, no such person is an insured for:
a. Bodily injury to:
1) Your employee , volunteer worker or any person you sponsor while participating in such amateur athletic activities; or
2) You, any partner or member ( if you are a partnership or joint venture), or any member ( if you are a limited liability company) while participating in such amateur athletic activities; or b. Property damage to property owned by, occupied or used by, rented to, in the care, custody or control of, or over which the physical control is being exercised for any purpose by:
1) Your employee , volunteer worker or any person you sponsor; or 2) You, any partner or member ( if you are a partnership or joint venture), or any member (if you are a limited liability company).

N. Non- Owned Aircraft and Watercraft
Exclusion g, of Section I— Coverage A— Bodily Injury And Property Damage Liability is replaced by the following:
g. Aircraft, Auto Or Watercraft
Bodily injury or property damage arising out of the ownership, maintenance, use or entrustment to others of any aircraft, auto or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and loading or unloading .

This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the occurrence which caused the bodily injury or property damage involved the ownership, maintenance, use or entrustment to others of any aircraft, auto or watercraft that is owned or operated by or rented or loaned to any insured.

This exclusion does not apply to:
1) A watercraft while ashore on premises you own or rent; 2) A watercraft you do not own that is:
a) Less than 51 feet long; and
b) Not being used to carry persons for a charge;
3) Parking an auto on, or on the ways next to, premises you own or rent, provided the auto is not owned by or rented or loaned to you or the insured;
4) Liability assumed under any insured contract for the ownership, maintenance or use of aircraft or watercraft; 5) An aircraft that is hired or chartered by you or loaned to you, with a paid and licensed crew, and is not owned in whole or in part by an insured; or
6) Bodily injury or property damage arising out of:
a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of mobile equipment if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of mobile equipment .

O. Definitions— Leased Worker, Temporary Worker and Labor Leasing Firm

1. The leased worker and temporary worker definitions under the Definitions Section are replaced by the following:

U- GL-1504-B CW( 04/ 13)

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Leased worker means a person leased to you by a labor leasing firm under a written agreement between you and the labor leasing firm , to perform duties related to the conduct of your business. Leased worker does not include a temporary worker .

Temporary worker means a person who is furnished to you to support or supplement your work force during employee absences, temporary skill shortages, upturns or downturns in business or to meet seasonal or shortterm workload conditions. Temporary worker does not include a leased worker .

2. The following definition is added to the Definitions Section:

Labor leasing firm means any person or organization who hires out workers to others, including any:
a. Employment agency, contractor or services;
b. Professional employer organization; or
c. Temporary help service.

P. Definition— Mobile Equipment
Paragraph f. of mobile equipment definition is replaced by the following:
f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo.

However, self- propelled vehicles with the following types of permanently attached equipment, exceeding a combined gross vehicle weight of 1000 pounds, are not mobile equipment but will be considered autos :
1) Equipment designed primarily for:
a) Snow removal;
b) Road maintenance, but not construction or resurfacing; or c) Street cleaning;
2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and
3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment.

Q. Definitions— Your Product and Your Work
The your product and your work definitions under the Definitions Section are replaced by the following:

Your product :
a. Means:
1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by:
a) You;
b) Others trading under your name; or
c) A person or organization whose business or assets you have acquired; and 2) Containers ( other than vehicles), materials, parts or equipment furnished in connection with such goods or products.
b. Includes:
1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of your product ; and 2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold.

Your work :
a. Means:
1) Work, services or operations performed by you or on your behalf; and U- GL- 1504-B CW( 04/ 13)

Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2) Materials, parts or equipment furnished in connection with such work, services or operations. b. Includes:
1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of your work ; and 2) The providing of or failure to provide warnings or instructions.

R. Duties in the Event of Occurrence, Offense, Claim or Suit Condition The following paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV— Commercial General Liability Conditions:

Notice of an occurrence or of an offense which may result in a claim under this insurance or notice of a claim or suit shall be given to us as soon as practicable after knowledge of the occurrence , offense, claim or suit has been reported to any insured listed under Paragraph 1. of Section II— Who Is An Insured or an employee authorized by you to give or receive such notice. Knowledge by other employees of an occurrence , offense, claim or suit does not imply that you also have such knowledge.

In the event that an insured reports an occurrence to the workers compensation carrier of the Named Insured and this occurrence later develops into a General Liability claim, covered by this Coverage Part, the insured' s failure to report such occurrence to us at the time of the occurrence shall not be deemed to be a violation of this Condition.

You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim.

S. Other Insurance Condition
Paragraphs 4. a. and 4. b.( 1) of the Other Insurance Condition of Section IV — Commercial General Liability Conditions are replaced by the following:

4. Otherinsurance
If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. However, this insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that:
1) The additional insured is a Named Insured under such other insurance; and 2) You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured.

Other insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities.
b. Excess Insurance
1) This insurance is excess over:
a) Any of the other insurance, whether primary, excess, contingent or on any other basis:
i) That is property insurance, Builder' s Risk, Installation Risk or similar coverage for your work ; ii) That is property insurance purchased by you ( including any deductible or self insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner;
iii) That is insurance purchased by you ( including any deductible or self insurance portion thereof) to cover your liability as a tenant for property damage to premises rented to you or temporarily occupied by you with permission of the owner;
iv) If the loss arises out of the maintenance or use of aircraft, autos or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A— Bodily Injury And Property Damage Liability; or
U- GL- 1504- B CW( 04/ 13)

Includes copyrighted material of Insurance Services Office, Inc., with its permission. v) That is property insurance ( including any deductible or self insurance portion thereofl purchased by you to cover damage to:

Equipment you borrow from others; or
Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. b) Any other primary insurance ( including any deductible or self insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations, products, work or services for which the insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. c) Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same occurrence , claim or suit . This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis.

T. Unintentional Failure to Disclose All Hazards
Paragraph 6. Representations of Section IV — Commercial General Liability Conditions is replaced by the following:

6. Representations
By accepting this policy, you agree:
a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations.

Coverage will continue to apply if you unintentionally:
a. Fail to disclose all hazards existing at the inception of this policy; or b. Make an error, omission or improper description of premises or other statement of information stated in this policy.

You must notify us in writing as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part.

U. Waiver of Right of Subrogation
Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General Liability Conditions is replaced by the following:

8. Transfer Of Rights Of Recovery Against Others To Us
a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. b. If the insured waives its right to recover payments for injury or damage from another person or organization in a written contract executed prior to a loss, we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part. The written contract will be considered executed when the insured' s performance begins, or when it is signed, whichever happens first. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest.

V. Liberalization Condition
The following condition is added to Section IV— Commercial General Liability Conditions:

Liberalization Clause
U- GL- 1504- B CW( 04/ 13)

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

If we revise our forms during the policy period which would broaden the coverage provided by any form that is a part of the Coverage Part without an extra premium charge, the broader coverage will apply to this Coverage Part. This condition is effective upon the approval of such broader coverage in the state where your policy is issued to the first Named Insured.

All other terms and conditions of this policy remain unchanged.

U- GL- 1504- B CW( 04/ 13)

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

EXHIBIT D
ENGINEER' S OFF-SITE OPINION OF PROBABLE COST, KIMLEY HORN, 9/ 13/2021,

ENCROACHMENT PERMIT IMPROVEMENTS
O O O I O O N N O O C D N N O O N O O O O O O N CO O O O 0 O O O ( D O O OOO tM tOOCOO NOMNCOOr- OOOOOCOrYNO00N00 O O
OOOERMCOOOMe- OM .-- ON NMO tn It NNC7 OOO OI lnO tn 0
OO (fl ' CV e- NMN6 QUOe- '' M V CO N .-- OO ChO Cfl M
Q a0 H3 d9 Ef3 Ef? EA.-- N EA CD Ef? ER 64 N a-- ff?d ER tC) M ti O O
K3 Efl ER ti3 ffl CfY fR EA 69 1 fR O
O 69 FR
O O O O O O O O O O O O O O O O O O O O O O O O O O O O Q O O O II O 11 ( 1 11

O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O J
O
000(
O O
fAfROOI[
a0 N O O O
7 O
tfl .
tn O
tN
O N
ERERH3ERO00cN N N CO O O O O
rO N (

NOOONOO
O O O O O O O o Q
w p
O O O ln O fH N 64 69 EA EA tt) tn EA ER 6g d O O O a6 fR tn O ~ M ~ N ~ w ( jJV OOCD N re- N t OD Ch0 Efl O O
W . » s sg cfr c cs s e» n m m } Fa
Fa c' U
N W Z
CON 7' N 1` ODI COLn ( O OONNC7 OO e- a- COrr O
t tN CO NOOOO a00tn - N NN c+')
f- c+") NNu NO - N
Z
m U Q
Z
O
U
f—
cncn ¢ u. QQ Zu. LL u. u. QQQtLu. LLQQQQQ QcA iri
JJ W - - CnW WU JJ (nJJJ _! (' JW W WJ .-- _I W W W W W JW J J
W
Q fn
W W O Q N ER *
m
c zc}n
P /
r .- N Z Q l q , t Q
g oo W _
Q Zza, W QQ c! i
UQ"" c ti
Z ¢ Y
o O
W QW m a Q r
Q
p W UYZfn W a0 fn J, d 1('
Q: Z ¢ mQ S a
JF- J S "
0 W
J Qf F- MMC`'> Q' W Rf-- E- W
a Q Q z J J _l
Q (. a a = m

QQQ I- N
J
HF- t- cn a. O QU
N
f- U
a ¢ WwwwzQ f- - m
O w c va Oa. Wa- 0 DYU ¢ ¢ WW o0
c o Z w oo www o wC o - zZ
W
o a a. aaQWv E- W
0 z ¢ a
4 v _
w
a w = o > c~nu;
m w g av o - - F- X J Q Cn ! n ( n (/ J O LL I- F- J W
m U
W W Nd.' - ZtLUUU W
Q W W u- ' LLI Q
v, awm c nr' o gYan. cn
c
0 E- ~ w HHmm H u. titi
a .-
c4c U °' =
d O n
QQ cnF- w WWm EE LL f- ac ¢ QgQ ' zW w ¢ -'
J d ( z ¢ wots -' O F- h1- a 0 JU Q
W , l ? Jw
Z W otS W W W mU = UUUU W W ~ UGOU2 > YV.1 J J
Q, F- Q: e( _ _ _ _ JJ (n LjjZIJ, J ( nU (n
O h- W m W W F- F- J F- F- F- CO ao W Q O Q
ZZ ' W > f (> > Cncncl/ cn - - `_' i ~ ppU2Z z
z O
Q °- cncn > o w - aw
o = azz a W oagaa o , o zc o
a Uvcnf- c a ¢ Q
a > YgJ J cncnQo o Q z Q -
a. n. aww c n- O
n Z W W W W W W NJQmQ> OOOOU V U () UW W f- N (
F_' LL' O O O O U
Q
U = > Z cG Sc cG Q Q ( n U ( I- LL U Q W LL J
Q L1. n = l-- W W ..
d' n- > ¢ Y ` 0
m
Q LL o gviw } ' wwwwww v = = = = 000a' a ;, a w o
p
O
F- W 4.' R' UQ F- fnNl- F- f- F- QQQcV .-- cOFV C R' cOfnlro J
e- NC' V' tf') ( OI QO Or- Ntnef' tC) COI CO O NMd' t!> COhaD Oe- N M W e r e- rNNNNNNNNNNMMM M
C W N

L Z N W
C7 M - Z
Q Z T
W Q

EXHIBIT E

ENGINEER' S OPINION OF PROBABLE COST, KIER & WRIGHT CIVIL ENGINEERS & SURVEYORS, 2/ 24/ 2021, LANDSCAPE IMPROVEMENTS

ENGINEERS OPINION OF PROBABLE COST

KIER& WRIGHT CIVIL ENGINEERS& SURVEYORS

LANDSCAPEIMPROVEMENTS
i. SURFACE IMPROVEMENTS K& W K&W K&W
ITEM NO. DESCRIPTION UNITS QUANTITY UNIT PRICE AMOUNT
1 MEDIAN LANDSCAPE AND IRRIGATION SF 18088 $ 6. 50 $ 117, 572. 00 2 6. 5' LANDSCAPE STRIP ADJACENT TO CURB SF 7327 $ 6. 50 $ 47, 625. 50 SURFACE INIPROVEMENTS 165, 197. 50 SUB TOTAL
II. SIGNALS, LIGHTS, SIGNAGE, MISCELLANEOUS K& W K& W K& W ITEM NO. DESCRIPTION UNITS QUANTITY UNIT PRICE AMOUNT
1 STREET LIGHTS DUAL EA 13 $ 5, 500. 00 $ 71, 500. 00
2 STREET LIGHTS SIGNAL EA 6 $ 4, 500. 00 $ 27, 000. 00
3 STREET LIGHT CABLE AND CONDUIT LF 3000 $ 22. 00 $ 66, 000. 00 SIGNALS, LIGHTS, SIGNANCE, MISCELLANEOUS 164, 500. 00 SUB TOTAL 329, 697. 50 TOTAL
Cost per LF of Frontage: $ 189. 93
LF of Maverik Frontage: 474. 23
Maverik Reimbursement Contribution: $ 90, 068. 38

ATTACHMENT D I
I
Fo o
f
d
g W
o
i aW w ' t d ,
1"& R d
i
g` 6 iv m
w
x
o
Jg' R ° -
N` p s " W
U F.. N
Ns m
p i a og.,
a° a o `<
W bl a a< a
Q z € oyy
z
N='.'= S p
m> >
aFi'6F S 3ao • SSP
3 oa ' SSP Y
o m So,. Jw a 6
W+
a iz i
g e m< o_ w
y ry
o
o<.-
w Fm a:
h a o` g
o
i
k' w iF a 3 d 5'S
o
I
o
B r m
m
sg
s
o aa" W ms l I
m
a
F wa000 N m
I,
N? Z
aa
ySa I
smie ! w
z
aF t- v
rp a z i i
a e a _ ¢
LLy
z y
a
s_
w <' " _ aw s a °
oU N
ucd N ' w oo d'{ og Q
i g a ti C — a rc ' s u, rc ww H ' 6 "' 1 p
Wg a
o ` '"` g W _ 3 y= W €
a v
s i I r I
w
o o < s mo .
6€ ol N
n
g= 8
3 i
k W
N w= W W
w mb' a'^ i W5< e a, m'^ ., "
o ws w= a _ w < o a ag o m I o o' o o o s < o o o oY o3ga 2a W s " N I, 3aa z.. 5 z aa< c, o o o< o Ra ¢
i
p<€
w . % 2
I
o o
LL y3
O <, ,J cW n= o N= ° a€
5 9oJ'
I , ¢
zi`'^
U
o FS '" 6$ z
o
N
a
yb '
c, Pry
Nby
I
i i33ais u Fbi%« 68a k` i
z 6` 8. 0
q
I m
V1
W bONY Gsi NSo o Oi
NiT/i K Vf
5 0 Zui Kia miig 5 a+
I
O
O
d
W
H 2i} y
N r
av i P< I n o - cQ = w a m
I
L. L = N SN a. G i zsw
z
Gp ` 1
7 0 • oa 6g< a N 8 .. F' s a"' I a a 3 e „
t= $< < o" s" x
o Nd
o `
W
k U
S
N
b
W z = "`€, N w
I o z : u : mm m
Q
a W g a
N W
S+
Mx ci ua ' s` 7sw< a
J
Sg m€ `
o Y A
i
mWg
g
w III U Q d + r=-,_ .

B woSo 8 w=
E
N
a« Q 2` Y -..< : o_ ` N _
L.L
o
k"'
o = m
I
I Q s s= smw . L" o
I
n
W
a W
w o
o
a l_L_ } m w' k
8 Ww
h< r: aa€ _ "m z' m F tn < o
w i U
i€ = oi
m> <
a
N€ 6 ao< << w a<
z
d` d
blo F y a < g§
sU sLL ~_ a
S
w F
m
d fi
aro aiP., m' w m « Fa F., :
og sa £ d W N W
w w
o LL sWa < Ys YS wa <
og a ~ w _$
U
sa
p
W w
W
m € e € W m < a
a o=
W < a W
o aw _ k', o s s d m
i'J`
atio < „ <
rc= i "'_
s
o
s
NN
m< a < w< w
o «
a s Q
o' w< m , o.'^ N ` o oo ? - a
6 W
b< s W g
r mW
w° S' o-€ w o W' - x
o'^` ,' Z+` ai^ y" 5 " y
c i¢
o
a
B F
m w m- j i qJ Ay. n i
i.
d j F
F m = Og' N Z G S ?. U Q " € w
5 s F
1 s € aN` o d w b a J - o « m m
w s Q
aw m a ' Fw ` g '
a< e 6
m LL v m > o wB w3 y
o= 3
o eNw
w
V go $ oy $ LSa gwa 6 o m
e < mo W Z gW ..
w 4 a €€ < i5 a < m v=i m am m
qwo b rytl 9S' Z5- 60 LZ- CZ- 6 fiMP' f0- ZZ VYd 9Z- L9941V\ Nlddtlrv\ A3/ tl S\ JMa\ 9Z- f9941V\ bIOZ\' Z q
m' •
i
m
n
iw F3
o
O
a € _ g
w
6 0 F m
a`z<
z
g
pW e
W W 5 w b$
a $ ogs o
FN W I Z o 04 oR - a ma
m g e ga g`
b k o``a'oo Yi`' L'_
o' m3 F$ gd= oo r
a a s g = a= z= m='<
p s
zm ` d WS gs bsa= I
ci a iag a i= ''
a as ag
m,.,<
i
sg ga= m ar a a s e I m = e-- F
w<=<
o'_
I
q o F a<
e
7 Ys
p
m' a- ` "' i
a F"
m a3W w w W iagg8 W w W
N
a W= oa
goy So a8 a
N
F< Sh z _ a
o m
x n
a s
o .. F Fo o= F< ocoag 6aw nm Fa, Fx y< Sa 3 Q mo mo mo; o F W m y g
m a8so
W
o € _== m= o= a= o o F a s
Z
a ass
Y=
N , m m.-
a ao W t
o 3 w bw b a' WaW w: w€ w o k
z m m ixm e m Nom w
a
a
a w s= s= s= sn sns o W<" so F aF<
z
w- F' w
v—i a _ r ., . , e m a8 a YS< I
a
I
i
Q c
p Z
o
i`+
z i i
O
wo w
cai L«
I w o w II
N u c 6 0 6€. r.
m Z ui
i€a LL i€ ' 6
N w ; oN o
a Bm " o= " I
a N
U'%
si#o F YS €
C3 N Q 3 oS ni o
k' O 3i
W
S a II w Z
a W
F
J g
N
a
W ovi
o T
w oa o
o
y F F
R 4 n w
w N a
xiva
1 m€ aw o€ 1 w
U a
1'
w o m<
g o' --
z
o ", o o
o g
LL Ss o ww
m ;
a W € W m
N
a
a d a w
r
o d a
Q o y _ 6 a
m g z = y "'
LL g w g '
6 `> $ Lg
w `_ t`- r `< Lg
s
i Ys _ a a S
V o< € < " a m a d m < < _ a a o a
I
3 iLSo w €
N
sw aW R E
Fo E'
W Fo nWcg 3
Yi
o k I
h
o s5 Q ws
W i
S
F
i
k '
I, w Ns waN
S g
o< ff< S ab
W LLa`= W '_
g N g8N w ww wq m
B N Wa r
3 W w
3 Z
a3 a = w
a€ s 6W ooZ
1 s €
m' , Q
w W g
m q
i
o€ " o a o o m
ww g= Y g= wwNg s w w I s= g _ _ < g
g ` ` b L i w £ tbo W:: g W
0 5 Z W== F S < `
a '-' '"
W F a» p ' a
QQ zZ `' - z3 6 Q wN ! Y - - ` a a a o G u o < ____ Ya a a a g L ZO' Ol M, Of, 66. OS
W- W. SO' 694 3, Of, 64. aN---
W
a
aaaNvviMOHs-- oyw
r; Q Pr = o
1 ___
j_ ! _
S + w b= Yi n
O
a v sw
w
0 z m ml ' Nm % _ ' - am NW a I
w
o
QI a ' _ --- _ t« W
I ; N
g , o
w b' da a='`= s' C _
m,
l -
o
aa< a
i
N
e
w=
d« o<
Z I f p
w a aosR N a O g
I' I I II II X II 11 II 11 II 11 II II M II II 161 I `/'// o w w3w11 II
y U
I /% '
n
Q \ nZZ2216R1KCC i` n 06 = md w__=' 8a Mo l aa Z N
o
U
m
m i
1—_ • I
i
g
rc N > > a
o
5 Q J
1 O w
n
i 3
Z
d w &
W ^'$°
r S ` k a dSu
x
I m I
i i o 0
0 0 k+'^< o Z
i
I ' i = N W=
W;= amN= 6
ry a ¢
W
3 = o
w W
W 2 ^
i' oW i I I S rc wii
zc ia H 4'
I . 1 Yu
N
w INI i GJ o'
i Q,, Qz LLJ o
o
o e m3 / .., p c
S i If m o I I I i
J g a
i '; I
a,
b
I
sa Q
a
I
I
I a I I I I
i I
O+ o J
O I
N
m.. ^ sc
I i 11 g
O
N
II i
i (
1), CI sZZ YS
Ll' 9! Z a
m• i
i
I __
J
io
I

3. OE LZ. ON __________—_'______
i
y mo U i mli
f' l6B 3, Of, LZ. ON
Y i
li 3
0 l).46' BZB 3AL, 90. S5 '_ '
s A
z Z
i ii O
a III
I
N t^p
WII I L] IN
II I I I p' s ,^ i
m m
i q0.
aN Z
I m W
ol I
a
J^
m" Ie
m
m W
y 96l Yld 9Z a
U

0. i 3 U
F o
3lld, Ol
m

0. p I
u _ I I li / /
N
I
9l' 984 M. O1, 90.ZN v
I
is o
z_'—__—__
I i„=
W
H
I
i '
6 W W"
59 9 1 J 1 X
I ' `
C6' SSS 3 OfCZ.ON
w
n, . - , o; nr--.---. 3a
V,; m
a_
I
I
P a : h h
Y ai I i
I I
Ilm P I i I m i , zo sez M. ac,tzos _
I I I tl0 I606 S 0- 1 Z Z
I I i J I m
a C 4 }-'_ ZZ ZO' Y J
i a3d 311d, QI i
i i u m Nj G 64l l4l W F
I, - tl0 l6ppS0- IZOt
Z I I _
Bb W
a i
6S'f(4 3. Of, ON r v1
Wi
N3d MOtl, 6
j i I
I
l; 1
em
III
Ia\
M
I IZI y II3"
oo N
I I I
g <^ i i I
i
NJ
ao
im' i i liom
n
iIi ii I
o
t
i w ai
Im ~ N nlh Il i I i ^ II w
iI i o
l-- i, r+""' a=
VI II i
I Y Sg +_ I a¢ o
I ? Iql i " i
i 1- Iw N li ! ; mvi
1 N
Z n
m
I _ III ; I N
I
I ' II , a„
o`
o,°' gv I
m
J
R = c
a ^ i i iq o N NO Z6 O4S0- 1L0
I '
I Ill i ^
3? I Ij
a3d3lId. 01
ili'
irvo ii IInQ
v
oN,o I I' ' y, 6m • 9 li i m
m' o_e
i
o in a- i
i
il Z
I gl m i i Z i i E
whN I = 11 J
a
m 6m v
I
o vy n
a- g dm li il
3 j i
z
I
3 ' a x r- r,-=_ 1
g=
I- II
r F '
w
nl lo - Sl'rJ 30 oH II; I
I-__ _ _ J
lodl ^
66 W 9Z 3
tl3d 3fld, Ol i m-+- 9 l, u ii
I
61_ - r- i JI _ -' No -
ol
li 8l8SLll6' NI
I I mN// W
Q
m
N\
j l o
li Z lllytld 39d, Ob I I
I I r' -_
I
li
t\
i I
i
a
o
I - yI
I '_
I /
i i 41 Ij u I Y ' I
I W
h '
m
ivlm J J
11^
I 1
o I `` N
III e
F I om-- I I M F V o 3 C W
I I II ala i Q
O< n
II II j II r
3 ". rvl` o I ry
I II \ m ml
II IIII 1
Yn' IN 11 I ill
I
Z
o
x` Zl' SSiI I I I
LL
F
Im m __ —_—__—(
1) Zl' SBSI 3. 00 9ZON—__--_—___ no i
4 3 661600- L6 ' Ff0 i
i; ' H 2ItldN30la9 I
I ag j
z
B dW{¢ 9 Wd 6l I y,m
i
I
I "'
6ZSZ Nl f6 Wd IL l/
I`
I / _`
a
T aaaNmnnoHs-- Jp z
I. o
i -- w ; w ' a
U I / o' Yi I U II I W , n Ss""'= C
g
E
a° ' ' W
a_
aa. o-' N
a
I I ,
a
a<
o N - z
m a-„ a< ad s
o z
m m sd aaaa' N =°
I
I /
ii
N ~ i
Z
I a 3W 1
II, / 3 4
o w=
N--- 3 o ' Z a
I i
s
wj?' f
r
o
m
a
W J
g w.' o i Y#
I i i o a . W o o `
m
U Q
I
I
I 4
N
I I I I I•
o
rc s O
O
I ' i
U
F
i ii
i --
io —V
i Z"—'___'__'—_'___
mr
i ii
i
I !
o
I I li m o
Q i I w" I
o
i
I II 4
N
i QI I i q
J j
m m
y
w I li aF I
o
mg I
o
d'' U g
v ` n
I 961Y1d9L w
a
p

FN I II
3f1d Ot ' 4N I
I o_
u i i i o
I
isc S
W
li-' c' 6Ngq = I
i io"' w"'
o `` d
I J ,;dm _
I
w w
I,, 1 ^ ie szs 3. oc, cz. on —
ao rosor o- a3d sYi o oi i 1 , pi
o -,----- $
V,
i i 3i i a
Ii I
o' R i' i
il ' i V/
I I' mi i i i I
3 I
I
NO 260450 IZDZ ili
w I '
I I
tl3d3lld, Ol I __ O
I _ I R'
I' tl0 1604S0- lZOZ I
I
I
a_ I
h 1 n
I I
b3d MO
i,
6 i
6S' f(4 3, Of, LLON i
i i
J
I
i I
g
z $ ,
e6' 6lZ
g iina I
3 I
i B6'OlZ
1 I I
I Q
m ^

I I I I
i
li
i
U
lai 3
m j.
i911 Z
N
I J I 11" 1-- 1 6
IJ I 1 1
io-- — li U € B.n- O
I
j W I 1 II 3'' W / \ i I Ij I II < I
1 I rc tJ
I I
I Q N i l
i i l,- W N
I tii2 y II
U
IgIiI I Jii i No i ih w J
i' f'
i W
il ' n lili il 3 Q fllli a 3No
I, Qm I i i
illro o
V ili i m i
i
i
m i I I
z i a
oFN "; o J w _ N,, ,
I= w ,,! o v
o
o
P
a i I `` ' \\ i < Y6 W 9L I
3 tl3d311d.
011 II i aN lll_ wlp1 1~ SlI a
I
q
II ry s
I h {'-' y
J
I l- wFz
I ; q
IN
61_=
91 J
j . a+
I !, w 3 3
f
N
e
I li n o I I I
I I ii '
N I
il o tr i" 8185111b' NI I
1'
w... I , 7i f
o N Y
Z l3 aVd 3`Jd. O4
1 I I
W
H p' rv 1
N
j I
I rPi m
I
J` I
I ,
86' OlZ i -' _ "
o_
00' OCZ
I ',
3 F i
N z
i
i I
WN
m W
U' Y 1
In I U< i I Ij
I ~ ; wama ;
a
I h
n
II - i
aY o
I" Ilii
I
iiii
i
1), fCZ6Z ii 3
Z 6LZ6Zl i ii
i e
r---
66f400-[ 6' N4 N
did' OLl o
i I H tlV N3Q10% SB dW[ E L9 Wd 6l
I2 _ I
6ZSZ Nl 6 Wd
m
r
I"_
Q
Z
o
O J
O
I i N
N o U
1 0` FLL" ? N •
Q O N tlg9
Q l3
s o 3W
Z '" aa
Jo `' W g
Wf_
Yc A
U ° N a
LL.
a
Q J 2
5 0
y O
a$
U
H w
Z J _
wO W
J
Y
ry
m
m
H
VQ
p J3 3 3 3
W
W
O a F _ Q ? _ '

Q Z - U
z^ J
Q O
m
Z J'
Q
O Q , r,
m
3 P
3 W
z Q Z a v -
O
a n
p
Z
Z O
O f-=
w -
z Q g
3 3 O J =
3 m "
3 O F _•, n
Ti^
z u
R
z _
n
m
N S" l7
J +
X W
W Z
Z
W w 3 3
3 3 3 3
o
m z°` U J
Q :°
w -
o Q
o a _ -
i!
N
J Sy
d2 J
W\ V rn w Z
N/
I.. L
N

1.. 1_
U Z J U o -
W o
J
w a : n a Q
b
m
O o0
3 3 3 W
m
U J =
w
m

F - - -
N o H cFi - '' -'
9'
n _
W Z — U W O Z sV
Z °°
J - _
Z a
J J =
3 ATTACHMENT E

JOINT ESCROW INSTRUCTIONS
RECORDATION OF PM 22- 03 MAVERIK

FORMER PILKINGTON SITE, LATHROP)
May 16, 2022
Via Email and Hand Delivery
First American Title Insurance Company
215 South State Street, Ste. 380
Salt Lake City, UT 84111
Attn: Ms. Jacqueline Harrah
Re: Recordation of Parcel Map 22- 03; Escrow No. NCS- 1025877- SLC- 1 Dear Harrah:

This letter constitutes the joint escrow instructions (" Escrow Instructions") of ASP/ RWM Properties, LLC, a California general partnership, R& B Louise, LLC, a California limited liability company, and R& B Delta, LLC, a California Limited Liability company ( collectively referred to as " Fee Owne"), Maverik, Inc. (" MaveriK') the City of Lathrop (" City') in connection with the above- referenced escrow (" Escrov'). The Escrow was opened in connection with recordation of the above- referenced parcel map (" Parcel Map").

Recordation of the Parcel Map is subject to the conditions set forth below. The transactions described in these Escrow Instructions are referred to as the " Transaction." First American Title Company is referred to as " you" or" First American." A. Date for Closinqs
The Parcel Map will be recorded at the time designated by Fee Owner and Maverik as set forth below. The Parcel Map can only be recorded a ter the City has approved the map in writing, including email. The closing date for the Transaction is intended to occur by October 11, 2022, at the time designated in writing by Fee Owner and Maverik, subject to satisfaction of the conditions set forth below ( each a " C/osing Condition"). If the Parcel Map has not been recorded by October 11, 2022, First American will return the Parcel Map to the City.

B. Documents to be Delivered and Recordation Documents
In connection with the Transaction, you have in your possession or will receive the following documents from City, Fee Owner, and Maverik for recordation in the Official Records of San Joaquin County, California (" Official Records").

B. 1. One original Parcel Map 22- 03, executed and acknowledged by the City ( provided by the City).

B. 2. One partial release and reconveyance with respect to the W FB loan in the principal amount of Twenty- Nine Million Dollars for that portion of Existing Parcel 1 being merged into new Parcel 2 ( the " Parcel 1 Reconveyance"), executed and acknowledged by WFB.

B. 3. One original Easement Agreement by and between McDonald' s USA, LLC and Fee Owner (the "McDonald's Easemenf')
B. 4. One original Deferred Frontage Improvement Agreement ( DFIA 22- 01), executed and acknowledged by the City and Fee Owner ( provided by City). 1 JOINT ESCROW INSTRUCTIONS
RECORDATION OF PM 22- 03 MAVERIK

FORMER PILKINGTON SITE, LATHROP)
The documents listed in Item B. 1 through B. 4. above are referred to as the " Recordation Documents." The Recordation Documents shall be recorded in the order referred to above. The date on which the Recordation Documents are recorded in the Official Records is the Recordation Date.

In connection with the Transaction, you have in your possession or will receive the following documents from City, Fee Owner, and Maverik, which are not to be recorded in the Official Records of San Joaquin County, California (" Records").

B. S. One copy Encroachment Permit No. 21- 61, executed and acknowledged by the City ( provided by the City)
B. 6. One original performance bond ( includes Labor& Material amount) in the amount of $ 1, 505, 100 in the form approved by the City ( provided by Maverik) B. 7. One copy of tax payment statement and subdivision guarantee provided by Fee Owner)
The item specified in B. 1. must be deposited in Escrow not later than ten ( 10) days The items specified in B. 2.- B. 7. must be deposited into Escrow prior to the recordation of the Parcel Map.

C. Funds and Settlement Statement
You also have received, or will receive, prior to the recordation of the Recordation Documents, in immediately available funds, the following amounts, in accordance with the settlement statement prepared by you and approved in writing by both Fee Owner, Maverik and City (" Settlement Statemenf'): recordation costs, escrow fees and other amounts as set forth in the Settlement Statement. Such costs, fees and other amounts are the sole responsibility of Maverik.

Funds to be wire transferred directly to the entity set forth below, immediately upon recordation of the Parcel Map, in accordance with the wire transfer instructions for each entity are as follows:

C. 1. Water capacity fee in the amount of $ 40, 284. 12 provided by Maverik is to be transferred to the City upon recordation of the Parcel Map.

C. 2. Sewer capacity fee in the amount of $ 140, 051. 25 provided by Maverik is to be transferred to the City upon recordation of the Parcel Map.

C. 3. Median landscape and lighting reimbursement to City CIP GG 21- 15 in the amount of $ 90, 068. 38 provided by Maverik is to be transferred to the City upon recordation of the Parcel Map.

C. 4. Frontage improvement reimbursement to City CIP PS 18- 01 in the amount of $ 167, 243. 86 provided by Maverik is to be transferred to the City upon recordation of the Parcel Map.

C. 5. City administration fee in the amount of $ 5, 410. 06 provided by Maverik is to be transferred to the City upon recordation of the Parcel Map. 2 Jt INT ESCROW fNSTRUCTIONS
RECORDATION UF PM 22- 03 MAVERIK
FORMER PIL.K1NfiTt? N S1TE, LATHRt} P}
7he amounts set forth in Section C, tataling $443, D57.67, are referrad fo as the" Cfosing Funds.° The Clasing Funds shall bs deposited in Escrow not later than five { 5) days prior to the anticipa# ed or scheduled athrop city council meeting, currently anticipated to be May 16 , 2022.

D. Clasinq Requirements
VWhen the foilowing has occurred, you are authorized to close the Escrow at the time( s) an in accordance with# he process set forth below:

D. 1. You have delivered copies of your Settlement Statement by email transmission ta: { a) Dana Parry ( danap@reyno( dsandbrawn. com); { b) Kelsey Forsyth Kelsey. Forsyth@fjmgt. com}; ( c) Ke11y Schaeffer- Bullock ( kelly. bullack@fjmgt. com); ( d) Salvador Navarrete ( snavarrete@ci. lathrop. ca. us); ( e) Cari James cjames@ci. lathrop. ca. us}; ( fl Gienn G bhardt ( ggebhardt aci.lathrop. ca. us) ar Brad Taylor ( btaylor@ci. lathrop. ca. us}; and ( g) Sandra LeGvis { slewis aici. lathrop. ca. us) and have confirmation ( by telephone or email) from Dana Parry ( an behelf of Fes Owner}, Kelsey Farsyth or Keliy Schaeffer- Bullock ( on ehalf of Maverik) and Glenn Gebhardt or Brad 1' aylor { on behalf of City} and have received a response fsom all of the foregoing individuals indicating that the SettEemenE Statement is accurate and acceptabfe; D. 2. You have nat received any instructions contrary to these Escrovr instructions;
D. 3. The Ftecordation Documents and al! athar documents described herein as being held by yQu or delivered to you have been received by you and have been fuliy executed and, where applicable, acknowledged, and you have attached aA legal descriptions or have confirmed thet a! I exhibits and legal descriptions are attached; D.4 Ynu are prepared to record the Recardation Documents, as designated, release funds in accordance with the Settlement Statement and complete the Transaciion in cQmpiiance with these Escrow Instruc4ions; D. S. You have delivared a capy of these instructions, executed by an authorized signatory of First American with euthority to bind First American, and initialed all pages, by email transmission ( with riginal hard copy to follow by U. S. Mail) to Dana Parry, Kelsey Forsyth {ar Kelly Schaeffer-Bullock} and 8rad Taylor at the email addresses set forth above; and
d.6. You have rec iued confirmation ( by email or other writing) from Dar a Parry( on behalf of Fee flwner), Kelsey Forsyth or Kelly Scha ffer- Bullack{ on behalf of Mav rik} and Brad Taylor or Gienn Gebhardt { c n behalf of City) to record the Recvrdatian Documents and camplete fhe Transaction.

E. Ciosinc Process and Priorities
When you have € uliy satisfied aA of the clos+ng requirements set forth in Section D, then you are authorized and instructed to do the fallowing in the chrono3agical order given:

E. 1. Date { if not aEready dated} the Recordation Doauments ta be recorded;
E, 2. Recard the Recordation Documents in the ffic al fZecords; E. 3. Pay the costs associated with the Transaction;
3 JOINT ESCRE W INSTRUCT#ONS
RECORDATION OF PM 22-03 MAVERIK
FORMER PiLKiNGTUN SITE, ATHROP)
E. 4_ Refund any funtfs delivered toyou by Maver k that are na#disbursed at the time of the finat Ctosing pursuant# o these Escrow Instructions# c> the following entity and addr ss:

Maverik Inc.

Attention: egal Depa# ment
185 S. Sta#e Street, Suite 13 0
Sa!#Lake City, UT 84111
E. S. Notify( a) Dana Parry( danap' at,,, reynoldsandbrown. com); ( b) Kelsey Forsy#h( Kelsey. Farsyth{ fjmgt. com);{ c} Kefly Schaeffer- Sullock Kelly. bullack . fimqt. com); ( d) Salvador NavaRete( snava rete@ci. iathrop. ca. us};( e) Cari James( cjames ci. lathrop.ca. us}, ( f Sarah Pimentel( spimentei aC. ci.lathro. ca. us), g} Teresa Vargas( tvarga ci. lathrop. ca. usy,( h) Glenn Gebhardt ggebhardtQa ci.la#hrop.ca. us),( i) Btad Tayior tbtaviorCa7.ci. lathrop. ca. us),( j} Sandra Lewis slewis(c ci.lathrop. ca_us), and ( k) Jose Molina tJMolina a('.siAov. ora) af fhe completion of the Transaction.

E. 6. Within five{ 5} business days aftsr each Recardation Da#e:

A} deliver by overnight delivery via recognized, nat'sonal, overnight delivary carrier to: ( 1} Kelsey Forsyth, Maverik, lnc., 185 Sauth State Street, Suite i300, Salt ake City, UT 84111; ( 2) Dana Pan`y, Reynolds & Brown, 12i}0 Concord Avenue, Sui#e 200, Concord, CA 94520i and( 3} Mr. Brad Taylar, Land Development Manager, City of Lathrop, 390 Towne Centre Drive, Lathrop, CA 9533Q:
a} a certified t;apy of the Recordat on Documents, shawing all recording information ofthe Recordation Documents; and
b} a certified copy af the final Settlement Statement.

B) Deliver to Wells Fargo Bank, v,rith an address of Wells Fargo Bank, tUationai Associatian Commercial Real Estate{ AU# 2Sfi1 20 Montgomery Street, Sixttt Floot San Francisco, California 949 04- 1207Attn: Rana Azar, Loan#: 1019710, the P rCe! 1 Reconveyance showing recarding information.

C) Deliver to Dana Parry the MeDonald' s Easerr ent.

F. Additional tnstructions
When assembi ng the finai documents, signature pages fram all parties shall be inserted into each respective final document in creating fully executed counterparts.

Plsase acknowledge receipt of these instructions and your agreement to act as Escrow agent in connec#ion with this Transaction in accordance wi#h these Escrow Instn.ictions, by executing and dating a copy of #hese Escrow Instructions where indicated below, initialing a1# pages and retuming i# to both of the undersigned. t is agreed# hat in the event any Closing Condition is not satisfiscl by the timeline pursuant tfl the terms set forth herein, ail Maverik Bonds and Ciosing Funds shall be released to Maverik as set# orih above. In addition, the parties acknowledge and agree that Maverik hereby reserves the ight to terminate this Escrow( for any or na reason} and upon notice oF such termination, ali M a ve r i k Bonds and Closing Funds as depasited by Maverik shall be immediately released andfor reimbursed to Maverik without the appraval (written 4 JOINT ESCROW INSTRUCTIONS
RECORDATION OF PM 22- 03 MAVERIK

FORMER PILKINGTON SITE, LATHROP)
The Escrow Instructions may be modified only in a writing signed by both of the undersigned.

Very truly yours,

MAVERIK FEE OWNER
By: By:

Date Dana Parry Date
Authorized Signatory
ASP/ RWM Properties, LLC,
R & B Louise, LLC, and
R & B Delta, LLC
Date:
i s-- L9 z Z--
Salvador Navarrete Date
City Attorney
City of Lathrop
Stephen J. Salvatore Date
City Manager
City of Lathrop
5 JO1NT ESCRUW IIVSTRUCTIONS
RECORDATlON OF P3 22- 03 MAVEE IK
FOR IIER PILKiNGTflN SITE, . ATHROP)
Esc ow iNST ucTiatvs
ACKNOWLEDGEMENT AND AGREEMENT:

FZsceipt of the foregoing Escror Instructions from Fee Owner and the City is hereby acknowledged. The und rsigncd agrees, for iiseEf, and on bshalf of ORTC, to proceed in strict accordance with these Escrat Instructions. The undersigned represents and warrants to Fee Own r and the City that the undersigned is aUthorized to execute this Acknowiedger nent and Agreemen#, far itseff, and on behalf of ORTC.

First American Title Insurance Campany
By:

Its:

Date:
6 tiR \
RECORDING REQUESTED BY:

City of Lathrop, CA
WHEN RECORDED, PLEASE MAIL TO:

City of Lathrop
City Clerk
390 Towne Centre Drive
Lathrop, California 95330
Exemptfrom payment of recording fees( GC 27383)

SPACE ABOVE THIS LINE IS FOR RECORDER' S USE
DFIA 22- 01
DEFERRED FRONTAGE IMPROVEMENT AGREEMENT FOR E. LOUISE AVENUE Parcel 2, Parcel Map 22- 03
THIS AGREEMENT, dated this day of 2022, by and between
the CITY OF LATHROP, a municipal corporation in the State of California, hereinafter referred to as " CITY," and ASP/ RWM Properties / R& B Louise, LLC / R& B Delta, LLC, hereinafter referred to as " OWNER".

WITNESSETH
WHEREAS, on December 19, 2017, Parcel Map 26- 94 ( PM 26- 94) was approved and recorded to create one Parcel and a Designated Remainder in the City of Lathrop. OWNER has recorded Parcel Map 22- 03 ( PM 22- 03), Attachment " A", to subdivide portions of the previously created Parcel and Designated Remainder by PM 26- 94 into one ( 1) new parcel. Pursuant to Lathrop Municipal Code Section 16. 20. 140, the Conditions of Approval for Site Plan Review 18- 17 ( SPR 18- 17) and associated Tentative Parcel Map No. TPM- 18- 18, OWNER is required to construct street frontage improvements along the frontage street of E. Louise Avenue including but not limited to the undergrounding of overhead utilities. Guarantee of all improvements, excluding the undergrounding of overhead utilities, has been provided to CITY either by cash deposit to CITY, Encroachment Permit, or other Deferred Frontage Improvement Agreement by OWNER and is therefore not included in this Agreement; and DFIA 22- 01
Parcel 2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
WHEREAS, the parties hereto mutually desire to defer the undergrounding of overhead utilities within the E. Louise Avenue frontage until such time as other development causes the utilities to be undergrounded or CITY determines that the undergrounding of the utilities is necessary. OWNER is responsible for one half of the cost of underground the utilities within the frontage of said real property; and
NOW, THEREFORE, it is agreed by and between the parties hereto as follows:

1. OWNER represents and warrants that they are the fee title owners of the real property described in Attachment " A" attached hereto and herein incorporated by this reference. OWNER acknowledges that recordation of PM 22- 03 is subject to a condition of undergrounding overhead utilities. The parties hereto agree that the actual undergrounding of overhead utilities may be delayed as provided herein. Failure to provide for the construction of these improvements shall constitute not only a failure of condition as to OWNER' s Parcel Map ( PM 22- 03) but also a breach of this Agreement for which additional legal remedies may be pursued.

2. OWNER agrees to provide for one half of the cost of undergrounding all electric, phone and cable tv lines along either side of Louise Avenue along the frontage of Parcel 2 at the sole cost and expense of OWNER. Said frontage improvements shall be consistent with the standards set forth by the Ciry of Lathrop Standards and Specifications. Said frontage improvements shall include but not be limited to those listed in Attachment " B" ( Engineer' s Estimate) and are approximated as $ 73, 304 ($ 52, 360 plus 20% contingency plus 20% soft cost), attached hereto and herein incorporated by this reference. Determination of when the required improvements are to be constructed shall be within the sole discretion of the City Engineer for the CITY hereinafter " City Engineer"), subject to the terms of this Agreement.

3. Upon written notification by the CTTY to proceed, OWNER shall engage a Civil Engineer, licensed in the State of California, to design and prepare construction drawings for the required improvements. The design of said improvements shall be in accordance with the latest City of Lathrop Design and Construction Standards in effect at the time of approval of the improvement plans. The improvement plans shall be submitted to the City Engineer for approval within ninety ( 90) days of written notification from CTTY and construction shall commence within ninety ( 90) days after approval of the construction drawings.

DFIA 22- 01
Parcel2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
Conditions of when the CITY would call for the frontage improvement to be built are noted in Chapter 12. 12. 050 of the Lathrop Municipal Code.

4. The City Engineer may choose to have the CTTY or other interested parties perform the design engineering and construction of these improvements as an alternate to paragraph 3 above.

If the CITY or other interested parties perform the design and construction work, OWNER will reimburse the CITY within 30 days of written notification of the CITY' s request for reimbursement for all costs of the design and construction of these improvements. The cost of these improvements shall be the actual design and construction costs. The construction costs are estimated in Attachment " B" ( Engineer' s Estimate for Improvements). The construction costs sha11 be adjusted by the Engineering Construction Cost Index, as published by the Engineering News Record.

5. In any event, if there is a default of Paragraph 2 or 3 above by OWNER, the CITY may proceed to cause said construction to be performed and charge the entire cost and expense to the OWNER, including interest thereon at the maximum legal rate from the date of written notice of said cost and expense, until paid.

6. This agreement is intended to run with the land described in Attachment " A" and is binding on the heirs, successors and assignees of OWNER and the benefit is to run to the successors and assignees of CITY. OWNER hereby expressly agrees that any costs incurred by CITY in its performance under Paragraphs 2, 3 or 4 of this agreement shall constitute a lien upon the property described in Attachment " A". OWNER consents to said lien and agrees the such lien is collectable by the CITY in the same manner as unpaid secured taxes, together with cost of collection.

7. OWNER shall include in any sales agreement or transfer of any interest in any part or the whole of the property which is covered by this Deferred Improvement Agreement, the requirement that the Buyer/ Transferee assume the responsibilities set forth in this Agreement, as to the property and agrees to be subject to the terms and conditions herein, as an heir, successor or assignee of OWNER. OWNER shall require the Buyer/Transferee to sign an acknowledged and notarized statement substantially in the following form:

DFIA 22- 01
Parcel2, Parcel Map 22-03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
Buyer/ Transferee hereby acknowledges and assumes all responsibility for the construction of frontage improvements related to the property for which Buyer/ Transferee is acquiring an interest, in accordance with the terms and conditions of Agreement DFIA 22- 01 between the City of Lathrop and ASP/RWM Properties / R& B Louise, LLC / R& B Delta, LLC, recorded as part of the Official Records of San Joaquin County."

8. Miscellaneous Provisions:
a. Consent. Whenever in this Agreement the approval or consent of a party is required, such approval or consent shall be in writing and shall be executed by a person having the express authority to grant such approval or consent. b. Controlling Law. The parties agree that this Agreement shall be governed and construed by and in accordance with the Laws of the State of California. c. Definitions. The definitions and terms are as defined in this Agreement. d. Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Agreement that directly results from an Act of God or an act of a superior governmental authority. e. Headings. The paragraph headings are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. f. Incorporation of Documents. All documents constituting the Agreement documents as described herein and all documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated in the Agreement and shall be deemed to be part of this Agreement. g. Integration. This Agreement and any amendments hereto between the parties constitute the entire agreement between the parties concerning the deferral of the frontage improvements. There are no other prior oral or written agreements between the parties that are not incorporated in this Agreement regarding the timing of such frontage improvements.
h. Modification of Agreement. This Agreement shall not be modified or be binding upon the parties unless such modification is agreed to in writing and signed by the parties.

DFIA 22- 01
Parcel 2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
i. Provision. Any agreement, covenant, condition, clause, qualification, restriction, reservation, term or other stipulation in the Agreement shall define or otherwise control, establish or limit the performance required or permitted or to be required of or permitted by either party. All provisions, whether covenants or conditions, shall be deemed to be both covenants and conditions.
j. Time is of the Essence. Time is of the essence of this Agreement and each of its provisions, in the calculation of time hereunder, the time in which an act is to be performed shall be computed by excluding the first Day and including the last. If the time in which an act is to be performed falls on a Saturday, Sunday or any Day observed as a legal holiday by CITY, the time for performance shall be extended to the following Business Day.
k. Venue. In the event that suit is brought by either party hereunder, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin or in the United States District Court for the Eastern District of California.

9. In the event that there are any changes to the law that make any part of this Agreement invalid, that portion of the Agreement shall be severed from the Agreement and the remaining portions of the Agreement shall remain in full force and effect.

10. In the event of any controversy, claim or dispute relating to this instrument or the breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorney' s fees and costs.

DFIA 22- 01
Parcel 2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
ATTACHMENTS:

A. Draft Parcel Map 22-03 ( PM 22- 03)
B. Engineers Opinion of Probable Cost, Kier& Wright Civil Engineers & Surveyors, 3/ 28/ 2022, DFIA- 22- 01
DFIA 22- 01
Parcel 2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
IN WTTNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

ATTEST: CITY OF LATHROP, a
City Clerk of and for the City Municipal Corporation of the State of Califarnia
Teresa Vargas, City Clerk Michael King
Director of Public Works

APPROVED AS TO FORM BY THE
CITY OF LATHROP CITY ATTORNEY:

Salvador Navarrete, City Attorney

NOTARY ACKNOWLEDGE PAGE TO FOLLOW
DFIA 22- 01
Parcel2; Parcel Map 22- 03
ASP/ RWM Properties/ R& 3 Louise, LLC/ R& B Delta, LLC
OWNER:

ASP/ RWM Properties
a California limited liability company
By: Jones Partners, LL , a California Limited Liability Company By:
anag r
R& B Louise, LLC
a Califor i Limited iabil y Company
By:

Namce: ' A/'--. t"!`' I -
Title j2. s ( I
It' I'
R& B Delta, LLC
a Califo a Limited ' abi ' ty Conlpany
f3y:

N n1ce: 1- 9- G%
r tl s. r""

NOTARY ACKNOWLEDGE PAGE TO FOLLOW
DFIA 22- 01
Parcel2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
n Countv of., Q. L"kY a_ _OS-,___
On 2 C 1 3
T
0 before me. _ e3_ Yl • _ V1 a l
ta3a itic( here insert name and title of officer), pe sonally a eared 3rY'_ who proved to me on the basis of satisfactc r evidence to be the pers n(,s•) hose name( a) is a subscribed to the i ithin instr lment and acknowledged to ine that hei:# ie.y e ecuted the same in his l e»•autharized capaciry( tes), and that by his!}te keir ; ignature(,) on the instr unent the person( s). or the entity upon behalf of hich the person( s) acted. executed the instrument. 1 certify under PENALTY OF PERJUKY under the laws of the State of California that the foregoing para raph is true and correct
WITNESS my h an fficial e .

Signature _ Seal)
ry KATHRYN L. GORMAN
Notary Public• California
Z Contra Costa County >
Commisston J 2318387
o" My Comm.
ww
Expires Jan 23, 2024 '
A lotary piiblic or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of C ifornia
c l» ty f
r 7-a
n
lr__1_ before me. IF- t 1 ... 1 W1 z a-,
i a? I c ( here insert naine and title of ofiicer), pe sonally ppeared_ w o prove d to me on the basis of satisf actor e;° ide ice to be the pers n() whose name( g) is a e subscribed to the ithin instrument and ackno vledged to me that he' executed the same in his} te r authorized capacity( es). and that by his% 3eir signature( s) on the instrumei t the person( s), or the entity upon behalf of hich the person( s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the law s of the State of California that the foreboing paragraph is true and cor ct
WITNL; SS my o ficia . 1.

Signature Seal)
Sf- T.
y KATHRYN L. GORMAN
Notary Public• California
Contra Costa County
s
Commission/ 7 2318387 Y '
t " My Comm. Expires Jan 23, 2024
J
DFIA 22- 0]
Parcel 2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC
A notary public or other officer completing this certificate verifies only the identity ofthe individual ho signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity ofthat document.

State of California
County of___' . g___
On 1-O ` LO._ befare me, . I i4._r. r___._._ l I Nld -- Notary f ubl c ( here insert name and title of officer), personally appeared i dL` 1 ..( , r. l Z. , who proved to me on the basis of satisfactory evidence to be the person whose name isl.are subscribed to the within instrument and acknowledged to me t1 atJ! she/tl ey executed the same in his,' ler/thet authorized capacity( i s), and that by his/ her/ th signature( s) on the instrument the person or the entity upon behalf of which the person acted. executed the instrument. 1 certify mder PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct
WITNESS my han and official seal.
f
Signature ---- j------- 1 U1, - --_ Seal)
V"
CKIP LAY i °'.

Notary Pub ic- Ca ifornia z
Z - Con! ra Costz Counfy
Commissien 233U377
My Comm. Expi es Jul 76, 2G24
A notary public or other officer completing this certificate verifies only the ide tity of the individtial who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity ofthat document.

State of California
County of' _ _ _
On before ne._ _-- -- otar>
Public ( here insert » a ne and title of officer), personally appeared who proved to me on tl e basis of satisfactory evide» ce to be the person( s) whose name( s) is/ are subsc- ibed to the within instru nent and acknowledged to me tl at he/ she/they executed the same in his; her/ their authorized capacity( ies), and that by his/ her/their signature( s) on the instrument tl e person( s). ar the entity upon behalf of which the person( s) acted. executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing parag raph is true aud correct
WITNESS my hand and official seal.

Signature _ Seal)
DFIA 22- 01
Parcel 2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC

ATTACHMENT A
Draft Parcel Map 22- 03 ( PM 22- 03)
x
I
o < ' o
s 1 o
k' a
a
5 • b
d
C
ft V =
4<
e
N
3 p
5 y o5 b
s or W
3 6'°` _` i.=,
3 cFi
u u a csi a a
bi
LL '
z < Y
a
m o 80=
D
1,
5:" N"., b
m y. tP ! Oz tiP m . n ' U g
o' ` y
3a •
5 . 5 N
g bm m=< w°
g € o
W
p
Fm= <_
a 6a m o a= = I I
F'
n" a ' s`
m
s ao 6
w$ 3;= z ; g
00 e'<'
e
a a i , a 3 1 w
g „ Y:
aa ib`, o
w
W y
aooS„& y
m
w e W a- g'^ I< m°ee a
I aa i d ; i yr „„` i'6zaF N' 6 J. o
rc< ae FN _ G r€ m
L+" ff, e E Z
a w o Nb y „,
k k s 6 z I Gsci g ' V O ` o ' g a•.

C
w` a N W p
sg a rc F ol w Vw I
S F
m~' <€ I ' N
s _ = w " g _ €< m ` w w' I
w {
N _ g < e'^ g w & Q
m
oz oIwo o
W
F ff € 3
a 25 zl =£ a o a - -< o o o 5' s go< 2 ka _
Q
N
a8= <€ nw ,
y •
i.

FOw
F
s O Voilac z¢
rv
y N
O J
wng Nw i 1 `° U
I
V
5 a a peF ry z° t I
I
d / ' SP I
y ti i33wsw s, sw i
b'
i'
k i
1 1
N °
Pb0"`
J' m
j HS
o g o =
as Yi
O iLL= < ma
g"
U ~'
a `'_
nN
6 a ? N = v
o.
d
o
6 m
Q N e$ g a tiS awN om k.. m o
a
o
3W1z o o o€
S Nb s
o
oW
N< < Q'
o
a 1Su "
nry Z = «
aw 8 a6
Z
Q
z U r mmwza= m I y W g
s,
µ soao''^ $ K'
J m YuA
H
m
Q
8 o' B
o
m J z S '.,_
W `_
o> g'
ma
U 6 o
a-.,:,-, aw= o '
w„€
W
S o € w a
N
a
o
a= a e g 6
N
s` < E
L_L
s
j
eo
I
n
Q " ¢
2Cs „ N . ga m N a
Nw I
n
s 60<< om= g
Z?
L.L H i
c=< € o'^
S
np " m"
p
F- 4i L i< c i:? a _ m ' s m z N c ia o ca
w i U
a€
w zW k
N
Fw]
G
O€ II a oa oo <- ow < ` s
S m b"s°€ F w€ < w n
g
a` N a ' g I o m m€ a s <
o a "€ o w
6=
poa o
g' =
oW
b
a W 6o aS $ F a W
am€ € e m n so < W < S<€
o . =< w _ _ _ m o
g « o a
a w
N
s
a m w a 2< W G a
g " " m o 3 _ w„ o
o
w a
x
wo o. o` a os ; < q N $
a'" oSaW o
6 ;
5 JW
m F
p m z I'
oo . m yQ m'^=' i W < awF; oo w
F B= sw __ o ,; g g
a sa F
a € im m _ _ '
s o a w
w
U
o£ a
d a < _ < a^ w= a =
w I a,` o _
oW ; - a m m W <_ es< w g m m m <_ w6 < , m3 z ..
a " g > $
oao o axa s„ s me w w <
w« a a g s < m
a
m _ = m m I
qwolfi Yltl 9S ZS fi LZ-( Z- b firnp' FO- ZZ rvd 9Z- C996IV\ NlddtlW\ A3AL' 115\ MQ\ 9Z- C9941tl\ 410Z\' Z o a m m o m I
z „ s n NN g
w
m< a3 os o
a
W W < w z g=
S F
ag= g a
I
a
g = o
g== o
w __
J=
s o s i6g 6o s=€ a
A a` a a a g s
w w
m
o =
a a==
y
w
J=
o„, a
a==_ w a<= '^ mo"= z
a ___` ` m
f
w=
g'=
j
d' Fz„ < N3 J i Nz
Ow rc F 3 CtW
2 O t m" O W~ o w W r€ 3g 3 3 F
a
F
i56
oc i rc a O o aw=
W
S
6 6< a j N o a$ Sz a I a e.. s
w<
g ai= €
mo`" m:<` a a
m Mm o
x Ysa h1 a i, e 3y s 3y o
3y o _ p
W n w o sW
Q dtTi d 7i dtTi d tH do Zs i< ngU< G F
2 I
c i
y' Zc 3c iy wi5 ios Q - s .. i < O
N im r rf- ti
rui 3a mii l € co
a
w g« rtwi za 3 : c,
cN I
w s s n s s F< 5
aF wsFSw< awa
a _ ., < m aaa<
I
a
Z
o o
o a
a za z6 €
I o
N _
w
a U
r« N
U ay w x W p
Z os' N LL ga
o
o= N o=
Z
N =
q
o
gm F
Q
p m
o
ii p C7tl 03 y' a
J Wo3 J $
Q ' N 1 s w W=
C -
3=
L
i' S a
a " 1S' o
a
Z
Q
z! yJ'" Y' i z o ' iuz
W Bg o
o'..'. i wN g oiHw r
YuA u e : G w 3
W `_N o ---
m
p W o m<
UN n ocw
o ' i Y o
w " `' o p
LL 8 s
w € W
m
Q go W €
a w a W s W e a a w
ow a & a a
s y < g
g o ww ' a w =
a ' waa g '_ = s €
0= 5 a N p < c '" Z oF a 45 a
o V ca < H=_ `_' d as a d m o< < - ii g ac a a
x
x € yi W
W b wo
z €
a ff w u E
F
3 b g€ p
3 I
a o I m N x w a I e m m
F
j bo=
w aW m g
W> m 5
a
S <' g
w _ e w 8 ` w =
w 3 W g 3
W =
z
1 € 3WW
m N o _
g o o o m Z
o e = s Y _ wNg
s= , g
a o= _ < , II
w > a; cg
w R r o s Y w w g = € ,
o `
a C < _ Zw r <
0 6
a F < ` a q Gt
3 <
n a a 8 _? pa oi a d
I
L
ZO' Ol M, Of, 64. 05 w 4
YI, 50' 699 3, Of, 64.ON--- y Q r+
W+
a
aa aNviMOH s-— o z
N
r—__ -- j— o _
v i'__ Zi z w vrs J
O
W . F
h i O
m ml u+ m / i \ z i 0
3 in' i
s
i I
U rii
I d Y ' _= / w --- a„=«
s 6w
i
a ; < om o a ww a s
g Cv
mll ' _ ¢ '
p
N e o a a' a m N ; _
3v f p
o
0 i W c
g am Zim iBgdiiiiai' z
c
i 2
N =
4 I •/
Z
J $ `
v w , n'6n d Q ! Y Q
N ii
1-- 5
C
J 3
N—
I / 3
Z
p , =
3 i^ 3 L k
o
a 1lu ym o a
T
e e
Z W
I j ' W' w a
p a a
mJ _ w
i
zp 6 gc TF- N
W g
e, i i
li o a$ z a
r R.,
I . 1 Yo A
w
I I - J' ' K ga 0000 a f l
t
e
L. LI -
a
d«
g
l I
li rn
2°
j
soo I I I I i Y'i
V
gN R' a
i
I
I
i u sOys i ' i I
a LJ_ ` 5 Q o
N I
I
li 1O I I I I I+
0 p
i J
11 dN i zo ao
li m Q
N
I
i I i (
1). fl'Sbd iiPi
II I il
Ll' 9tZ m
3, 0£, LZ. ON ___ zo
N
U
i m
ff' I6H 3, 0£, LZ. ON
3 0
1), 46' BZH 3. O1, 90.ZS i
i 3
TN--
Z
i. o
I
W
I I I
N
IN
m QII ' i
O
I I'

0. a
I
Z
Q '
J I '^, I
m N
W' I i O
ol m I tio la W
v
mlyil 961Wd9Z wm Qa' o
f,N
3fld, Ol ! X

0. N
O
I
I
I li I m
9l' 984 M OL, 90. ZN v
u
nl
z_'—_•
P
I
iio i
II; Ng w
1 I
S9' 9Ll
I ' I' ` ^ SZS 6' 3. Of,LLON j 1. 1
I I ` a i,Q 8 ! i i i i
LJJ
il 3 m o i i mil
I
I. I_ I
I I„ a3 I IR I
i `
Rili i I III r il g
ni Y R ni i il __ I q Zo_ Z M., zoS Ji I UD Lsa950- ld z i
iJ I = p C4 00'ltZ ZO' Y9 ^
i a3d 3fld Ol I I lbl I I
z i tla 160bS0- tiot -- i a
m ,
I } 64l B.
p
i ¢ I " 113d MOtl, s
6S' fL4 3, Of, LZON i I
i i I I -
s
X j '+
i i mia - k— a 3g
g o" o i'
i, o I i i l Ji
J
a o'-'
imi¢ f lio gn ili i
i
i w^' b
ImF. ml I II nFi I
l iv
il"' li e
n l lai. z
I
w l
I
I
j o— il i
U
NU
ao Q
k
II I i J
m
o + n d Q O
V
I w
II I Iw N
I a
ry3 a ;
m
O
N
i I i
Z Ir
1 g
N
n l
l ll Z

I II I - WN
o
IW al
I
I w Q II In RC o O I` NO Z604S0- IdOZ
I
li m
I i W ' i
N3 !'
il Qev g o i li W
I
v
N I i
I li N . c'' ' I I
i j I
I=
m
od O n in e n m ¢ i i j
l
Z
Ilgli m r'= - amlli i ZQ E
wr= =
I 6n
o°'
m
Plli ili 3 ; i
3 I
IRIi aHx i tll , io1 g i i i N
h_ i=
i
Sl e I 3 e
I
i i io } v <
I
I
J
I 96 Y1 9Z I -- 1-- j j
m
3 Iwa
li tl3d 3lld. DI Bl_ J_ '^_gi_ i
N a = I w
Ilo I I I
010
I
li 8l9Sllt6' NI Ii ^ i
mN
j
W Z l3Jtltld 37d, Of , I I
N
jl lo I u
11 t %'_,
r rN p
I i ao
Ti
i a3 al li u
Y
I
o d °-`
i
i
i im m w
I
6 i
U
o
NII m—" iii `' Sn "'
n'
Q
w
II I i m
o N
e e
nli
ii \ im li r
Ilii nz z
l ,
i i
ii a
in li i li i
o '
i
Zl' SSfI i ij
q
U), Zl'SBS13, 00,9ZON
Ny x
66I400-( 6 ' NO Na i
o 0
dld' Qll
I m i
V
I'',$; p1 H FfV N30 0 I
5B dW[ E 9 Wd fil i;,,° 0_ i i
I ' `` 6ZSZ Nl ll- E6 Wd i
i!- 1_\
f r `-
Z N T
F
r-- aa aN nnnoH s-- w <
I---- ------------- T e a = o
N'__' -- J— a
wb O J
o
u, / i/ J ' V
i I %,
i ? YS I
q N
I I I li I----- " •. . a "'?' eb' 3
W
1 g '
N
o4 Wgssis k o N

I I I , /
N "'
b
a a>`<
oo< o«_ b< N Z
I
a aaaaarc amcs
I
Z innxx xnxnn n nnnxxx v p Q
I
4 a
8a= iii aa a`... 0
r //
m m
N
y
v N 2L i
1-_—_
I z g"S k' p J 3
3 q

0. 3
W°
a
i
I' / O \ u
s„ z
m
Z
Q W!
I i = a w
F
w
N
W a
li S?$ wwW6' y
i i
w a YuA N
I x$ o wf , <= a
Ii m \ I I I I i I v
r Q
i I '
I 4 I III .
o Q sa z
i I
il 0. ry o O
m o
o —U
II ------------------- mr
e
j
W
I I
II N t
Q m
O 0
w
I
II
w
N
yii U I

0. i p
II
I
il a 0
m m
4 N
I u
I
Wi o
I
II 2F J O
I
w w
W ro y
i
i ' I
ss rvd sa w£
i-o
I li 3nd. m
L'
N
I
o
o i3C
m-- R_ 6.,
Q i ' I lii,, _ a
I J ;
ti_ -
1 210 bbo150- I ` 1 L6' SZS 3, OC, LLON `/ 1,
1 tl3d 5
mi \`' o' R o _ 3g ( ill ii I
I
I
I
I
I
I YI' i In W
r'i n ili mi I I I
i
I
1 III I
nl
I ' N
ry nll' oll n
I
V,
I I"' RI r
i i i i
I
n'
ilidoaeorso zba I ^
m' li il _ I gl= f
Z
a3d 3n--' r "_ i
ao lfioiSo= IZOZ
i' R i i Q
6S' fCh 3, OC, LZON
i i
i V in
i
I i N3dM0i. 61 I
Ili I
6 I J
q
i
I i I I
3 z
u , B6' 6lZ
z
1nv loo w lii ii
i .

B6' Ol2
i i ' I
i i n Q
I
I
I I I^
m
I
n
III I IF2 I
J
O
Z
Im rN ' iio z
i
il i
J
9t,
a
I
I i i iN 11i i o 3 B' 0
W '
I
I
J
3W W
i' I I I Z I
i I i & U
ili
il
z
I n` y
I
I+ li « IW i i w i €
I
1- 1
w i n iN I I 3,- aj i > FlZll a¢ o
W
o! F- m
i i i ° w
i Z5 ov'" Z
Z vmi i
i
i Ir in :, o '
v i' o'
I In
I
il i
soa ' i- n a
m
am i
i i mz I \
o0
w} pN'
I
Ii I Ja m mj j II 7 I W
1 v
WM o< q
3z d= 11 III li I .? i
66 YI 9Z
a
tl3d3IId, OI ~ m
f
I PI i
i
3 I
3 I c
r-- iii-r g
a
Ii I a I. a i 1- 51 r,
i
P_ io i o€
I
J
i
3 m 6,-= r91 , w g
I II n
o I N N
L______ J
i I
r
c "
I
I Ni O
I I
i alin' ' BlBSlll6' NI III. '
I
1 '
i ~
f
oN Sl3JWd39dA4 ,'
1' 1 II
I
W
1_N o;
m
a
I q
86' OlL i n -
I i
I/
00' OCZ
o
y I
Z jl
N
I
1 WJ ti I om_ j I
i
Imw ` i
1 w il R I
I
ca
I
I bM I r w II I)
I
I
J
i
i' e I Ilj o
W,OfZ
ZfiZ i iiI
6CZ6Zl
3 I i i
r-----
661600-[ 6 ' NQ
n
g
I H aVdN3a' io I
SB dW 1E--_ L9 Wd 6l __-_--__-_ '
Pq
i
I
6ZSZ NA ll- f6 Wd
m
Q
d Z
i O
0 o
a J
Ia3 U ti
N o ? o
a o
LL ~
8 Z N 2te
Q
i O tl
i
C7 N
oJ3W
L b a . iSu
Naa W
m
W
w
i
x
U
w a o
gry a
s
a
s
J 2
S ly Q
g
F
o V
z "
O
o w
O
p
ry
m
m
Fam
3 a
3 n
in _ _
t` i FF _ _
g v S
2^ J
Q
O
j
m
Z J'
m a
J
W N
3 w w w 3
N W
F _
g _ _
O ,
z - 3 -
a n
p Z
Z
O
y -
m 3 3 F
d
O
Q
J
n
41 n M
Z
O
3 Q t n U - ' > R'
N
U
O
Q n
n _
LL] O W _
m
N
Z U
a Z _ ."
s^.'
w V
J
w Z z
W w
E
J m 3 ; 3 3 w
3 3 3 J O
m
F C ' _ - g - S M
U
J
Q
W W - Q ' _
J 0 _ f
62 J
W dT w Z
U Z U = - a '° J ` o
V
W
O] 3 3 3 ~ y
U
J
a oV 5 m
w
O i Z a U
w p Z a w
m
n
Z
3 Z
W
J J
Z
DFIA 22-01
Parcel 2, Parcel Map 22- 03
ASP/ RWM Properties/ R& B Louise, LLC/ R& B Delta, LLC

ATTACHMENT B

ENGINEERS OPINION OF PROBABLE
COST
KIER + WRIGHT CIVIL ENGINEERS& SURVEYORS
3/ 28/ 2022
DFIA- 22- 03
Project No. A14663-026
Louise Avenue Improvements for MaveriWReynolds& Brown

1. SURFACEIMPROVEMENTS
ITEM NO. DESCRIPTION UNITS
pUANTITY UNIT PRICE
K& W
AMOUNT
1 JT UNDERGROUNDING( 476 LF TOTAL, DEVELOPER RESPONSIBLE FOR HALF) LS 23 $ 220.00 $ 52, 360. 00 52, 360. 00 TOTAL
J
City t f Pubtic Works Department
39D Towne Centre Dri e, I.athrop CA 95330
Main;( 209) 941- 743 Fax:{ 209j 9
Permit No. 20 1- 6 Ct pY
E ICROACHMENT P RM1T
A plicant Information:

Applicant Name: Maverik, lncdoi{ avirr0eis 8t; ."'' 1' Lg MB littg Addt' e55: 785sscates, se Applicant Phone No.; g 34, 32f0 City, State, ZI 7: tlAkeCi1yU784t11
EtiC1' oBChm ht L CatiOtl: 984 E. Lauise Avenue Lathrop, CA 95330 Con# ractor information:

Contractor: Canstructic n/ Prtsject Manager; Q• Will be updated ance contracted, Address: Contractar Phone No,;
City, 5tate, Zip: License Na.;
Bond Required: Yes. x No: Amount; Qi, io Check/ Bond: Q o# 9Ati22 Release of Band Approved By: Date:

Final tnspection and Accepted By: Date:
24- Hour Contacts- Nam & Phone No:

Primary Contact`. iCf SG5 aI1g8116c116fh18e7ql liVCdIk. WPft MOb Ie NCI.: 385, 2386728 SeCO( ld(/ OTitaCt: Kevinbeis lksv+n. deis maverik. cam y : 80t634. 3210
Permission 1s Hereby Grant d To:
lnstall Qftsite Public Impravemenis
i'arQet Start Date: 11115/ 2, 2
Approximate Projeci Duration: 6 mvnths
Con# ractar musfi cont ct the Public Works Inspector at least 48 hours prior tQ start of work at encroachmentpermits@ci. lathro . ca. us. inal inspection is required grior to acceptance, ema 1 encroachment ermits 7ci. lathrop.ca. us.
7'o perform work in the Ciiy' s right-of-Uray, as shov n on aitached doeumentation t this permit, applicant is subject to ali prdvisions on any part of this perrnit, and or atiached hereto. The applicant' s atteniion is directed to the generaE pr visians aitached ta this permit.

Thls permit is to he strictly adhered to and no work other t#an specifically mentioned at ove is hereby authar( zed, This permit shaU be void unless ihe warEc her under cnn4emplated shail have been completed by; 12 Accepting this permit or starting ti;dork hereunder shall ccanst' stute tceptance and agreernent to all canditions and requirements of this pQrmit.

PUBLIC WCIR#{ 5 £7EF ARTMENT: SiGNATUR CIF APP. ICANT:
5- N ZZ 2~
Michael Kin Date Name Date
Public Works Director
J•
COPY
Bond No: 402277
Premiuin: $ 13, 54fi. 00

PERFORMANCE BOND
WHEREAS ` Inc principal"), agrees to install and complete certain designated public itnprovements, lc cated at 410 E Louise Ave Lathrop CA as per Encroachment Pennit No. 21- 61 (" Encroachment Permit"), dated 20 ; dnd WHEREAS, the Principai is required under the terms of the Encroachment Permi# ta furnish a bond for the faithful perfornlance of the Encraachment Pern it.

NClW, THEREFCIRE, we, the Principal and F d i{ Y pQsit Company af Maryland as Suret, are held and firmly bound unto the City af One Million ive Hundred Five Thousand Lathrop (" City"}, in the sum of H- anaoo, 00 dollars ($ 1, 505, 900• 00 ) la vful money ofthe United States, f r the payment of which we bind oulselves, our heirs, successnrs, executors and administratars, jaintly and severally.

I"he condition o£ t is oblig tion is such ihat if the above principal, his ar its heirs, executors, administrators, suceessors or ass gns, shaIl in all things stancl to and abide by, and well and truiy l: eep and perfonn the covenants, conditions and pravisions in the Encroachmelzt Permit and any alteration thereaf made as therein provided, on his c r their part, tQ be kept and perf rmed at the time and in the manner therein specified, az d in all respects ccording 2o their true intent and meaning, and shall inden nify and save harn less City its officers, agents and employees, as therein stipulated, then this obligation shall t ecome null anci void, otherwise it shall be and remain in full force and effect.

As part af the obligation secured hereby and in addition tt tl e f<ice amount specitied therefor, tllere fe sl all be includec cosTs and reasonable expenses azld fees, including reasonable attoi-iey's s, incurred by City in successfully enforcing such obli ation, all t be taxed as costs and included in any judgment rendered,
The surety hereby stipulates and grees that no change, extension of time, alteration or addition to the terins al the F; ncroachmei t Permit or to tl e wark ta be perforn ed thereunder or the speciticaTions accompanying the same shall in any uay affect its abligations on this bond, and it does hereby 3 aive notice of any such change, eYtension of time, alteration or addition to tl e terms c fthe Encraachment Permit r to the u ork or to the specifications.

This bond shall be released after acceptance of work perfarnl d und r ttie above Encroachment P rmit.

IN WITNESS WHE Ol+',this instrument has 6een duly executed by the Principal and Surety above named; n April 7 2
Princip , M V fik, ( rtC
Surety: Fidelity and Deposit Company c, f Marylanc
B :

B J:

C.._._
Title: _ C.- , 4
Title: ___L. inda Nipper, Atto neY- in- Fact
Address of Principal:
tldciress flf Suretv:
185 S State Street
1299 Zurich Way 5th FI
Sult $ QO
Schaumburg IL 80196- 1056
S It Lake City, UT 84111
410. 559. 8790

EXTRACT FROM BY-LAWS OF THE COMPANIES
may, Ariicle by «- V, Section 8; Attornevs- in- act. The Chief E ecutive nfficer, the President, or any Executive Vice President or Vice President ritten instrUment under the attcsted corporate sea(, a point attt meys- in- fact with authority to execuie bonds, policies, recognizances, stipulaticrns, undertakings; or other like instruments n behalf of che Compan}, and may authorize any o( ficer or any such attorney- time." in- fact to affix ihe corporate seai thereto: and may aith or withoin cause madifi of revc ke any such appointrnent or authoritv at anv CERTI fCATE
the undersigned, Vice President of the ZURICN AMERICAN INSURANCE COMPANY, the COLON( AL AMERICAN CASUALTY ANp SURET3' CC? MPANY, and the FIDELtTY ANI7 DEPOSIT COI IPA' JY QF MARYL ND, do 1 ereby certify that the foregoing Po ver of Atiorney is still in ti ll force and effect on the date of th; s eertificaTe; artd I t3o furttter certify that Article V, Seetion 8, of the B}- Lan•s Qf the Companies is st; ll in force.

This Poiver af Atrorney and Certificate may be signed by facsimile under and by authority of the follolving resolution of the Board oC Directors of the ZUR1C1-i A? 1ER1CfiN INSURANCE COMPANY at a meeting du v called and l ield on tlse 15th day of Deeember 199t3.

RESOLV EL7: " That the sign ture of the Presid ni or a V ice President and the attesting signature af a Secretar; or an Assistant Secretary and the Seal of the Company may be affited by facsimi( e im any i' ativer of Attorney... Any such Po ier or any cerii6cate thQreof bearing such facsimiie signature and seal shall be valid and binding on tfie Comp ny." Ti is Power oF Attorney and Certificate may be signed by facsimile under and by authority of the foliotiving res futian of the Doarci of Directors of the CO. flNiAL AMERICAN CASUALTY AND SUR TY CO iPANY a' a meeting duly called and t7eld on the Sth dav of h9ay, 199d, and the i'o2lo ving resolutian of tne Baard of Directors of tne FlDEL1TY AND DEPpSIT COMPANY OF MARY[, AND at a mee ing duly called and held on the I Oth dap of Ma}, 199.

RESO VED: " Tha the facsimile ar rnechanicaily repruduced seal of the company and facsimile or mechanieally reprodueed sign ture ofany Vice-President, Seerctary, o; Assisiant Secretary Fthe Company, whether made hereto("are or hereafter, i herever appearing upon a certified copy oFan posver of attornei issued bv the Company, sha; 1 be alid and binding upan tlte Company wit6 Yhe same forci and effecl as thou h mar, ual( y affited. this IN'7th _EST( MOi' Y V, NERGGF, 1 havz hereanto subsa ibed my name ar,d afPixed the c rporate sca! s of the said Companies, y of Apri! 2p22
1';
fa. i`li/
N
4D
BAL k';•-
i tt @ S'' N—_
E3rian M. Wc dge, Vi. e Y zsident
TO REPORT A CLAIM 1i' ITH RECARD TO A SURGTY BOND, PLEASE SUBMIT A CUMPLETE DESCR1PTlON 4FINFORMATION TF#E CLA( M T`tNCl. O; UDiNG TNE t' RINCi' AL ON THE SOND, THE BO1YD NUMBER, AIYll yOUR CON'I'ACT Zurich Surety Claims
1299 Zurich Way
Schaumburg, IL 6 i9{- lOSb
www. reoortsfclaims( a zurichna com
800- 62b- 4577