Oakley City Council
March 8, 2022

February 23, 2022

CITY OF OAKLEY
3231 MAIN STREET
OAKLEY
California
94561
Sourcewell Contract# 032119
Attention: Kevin Rohani
RE: Quote 200709-01
Dear Sir,
We would like to thank you for your interest in our company and our products, and are pleased to quote the following for your consideration.

One (1) New Caterpillar Model: 299D3 Compact Construction Equipment STOCK NUMBER: NM49377

MACHINE SPECIFICATIONS
299D3 COMPACT TRACK LOADER 512-4299
RIDE CONTROL 512-3491
QUICK COUPLER, HYDRAULIC 512-3401
TRACK,RUBBER,450MM(17.7 IN)BAR 454-6079
PRODUCT LINK, CELLULAR PL641 573-8121
DOOR, CAB, POLYCARBONATE 586-1308
SEAT BELT, 3'' 542-6995
BATTERY,HD,DISCONNECT, 850 CCA 568-5614
PACK, DOMESTIC TRUCK 0P-0210
REAR LIGHTS 356-6082
INSTRUCTIONS, ANSI, USA 512-4284
FILM, SELF LEVEL, ANSI 435-9238
LANE 2 ORDER 0P-9002
FILM, RIDE CONTROL, ANSI 422-3445
CERTIFICATION ARR, P65 563-1163
SERIALIZED TECHNICAL MEDIA KIT 421-8926
DEBRIS MGMT PKG, NONE (DM0) 512-4089
CAB PACKAGE, ULTRA 588-9140
KIT, COUNTERWEIGHT, 100 LB ROC 388-7875
KIT, DEBRIS 596-9034
KIT, TURBO DEBRIS GUARD 587-0678
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KIT,ENG AIR INTAKE, PRECLEANER 594-5620
KIT, ENGINE INSULATION 558-4849
KIT,FIRE EXTINGUISHER MOUNTING 565-3045
AUGER, A68, SSL HF 424-0440
BIT, AUGER 12'' 153-4085
BUCKET-GP, 74'', BOCE 279-5373
CARRIAGE, PAL HD C2, 57'', SSL 532-7810
BRUSHCUTTER, BR218, HF 424-0435
SELL PRICE $111,753.74
EXT WARRANTY Included
NET BALANCE DUE $111,753.74
SALES TAX (8.75%) $9,778.45
AFTER TAX BALANCE $121,532.19

WARRANTY
Standard Warranty: 24 Months, 2000 Hours Standard Warranty Extended Warranty: 299-36 MO/2000 HR POWERTRAIN + HYDRAULICS + TECH (Tier 4) F.O.B/TERMS: Oakley
Accepted by___________________________________ on ____________________ ______________________________
Signature
This Quote is valid for 60 days, after which time we reserve the right to re-quote. If there are any questions, please do not hesitate to contact me.
243

Sincerely,
Jon Hamilton
Governmental Sales Representative
Peterson CAT
(925) 580-2439
[email protected]
244

February 23, 2022

CITY OF OAKLEY
3231 MAIN STREET
OAKLEY
California
94561
Sourcewell Contract# 032119
Attention: Kevin Rohani
RE: Quote 200693-01
Dear Sir,
We would like to thank you for your interest in our company and our products, and are pleased to quote the following for your consideration.

One (1) New Caterpillar Model: 420XE Backhoe Loaders

MACHINE SPECIFICATIONS
420 XE 07A BACKHOE LOADER CFG1 563-5593

HRC MACHINE
LANE 2 - AVAILABLE FROM LEICESTER FACTORY
LANE 3 - AVAILABLE FROM LEICESTER FACTORY
ONLY FOR USE WITH: AM-N and PUERTO RICO
INSTRUCTIONS, ANSI 559-0872
SEAT BELT, 3'' SUSPENSION 206-1748
STABILIZER PADS, FLIP-OVER 9R-6007
BUCKET-HD, 18'', 4.2 FT3 219-3386
SERIALIZED TECHNICAL MEDIA KIT 421-8926
SHIPPING/STORAGE PROTECTION 461-6839
PACK, DOMESTIC TRUCK 0P-0210
PLATE GROUP - BOOM WEAR 423-7607
THUMB, HYDRAULIC, NO TINE, BHL 282-5409
THUMB, TINE, A 3 221-4283
STANDARD RADIO (12V) 540-2298
LANE 3 ORDER 0P-9003
STICK, EXTENDABLE, 14FT 543-4284
PT, 4WD/2WS, POWERSHIFT 544-1068
ENGINE, 74.5KW, C3.6 DITA, T4F 541-9540
245

HYDRAULICS, MP, 6FCN/8BNK, EH 585-1161
LOADER, ST, PL 585-1162
CAB, DELUXE 544-0883
DISPLAY, STANDARD 545-5047
WORKLIGHTS (8) LED LAMPS 491-6736
SEAT, DELUXE FABRIC 558-9623
AIR CONDITIONER, T4F 542-7810
PRODUCT LINK, CELLULAR, PLE643 560-6797
TIRES,340 80R18/500/70-24 MI 320-2385
BUCKET-MP, 1.4 YD3, PO 337-7442
CUTTING EDGE, TWO PIECE,WIDE 9R-5320
COUPLER, PG, HYD.D.LOCK,BHL 485-5303
RIDE CONTROL 551-6453
COUPLING,QD,THREADED WITH CAPS 456-3390
LINES, COMBINED AUX, E-STICK 548-1231
AUTO-UP STABILIZERS 567-5090
COUNTERWEIGHT, 1015 LBS 337-9696
Fork Group 104-6310
Bracket 216-8778
Bracket 216-8780
Bracket 216-8781
SELL PRICE $137,276.83
EXT WARRANTY Included
NET BALANCE DUE $137,276.83
SALES TAX (8.75%) $12,011.72
AFTER TAX BALANCE $149,288.55

WARRANTY
Standard Warranty: 12 Month, Unlimited Hours Standard Warranty Extended Warranty: 420-36 MO/2000 HR POWERTRAIN + HYDRAULICS + TECH (Tier 4) F.O.B/TERMS: Oakley
246

Accepted by___________________________________ on ____________________ ______________________________
Signature
This Quote is valid for 60 days, after which time we reserve the right to re-quote. If there are any questions, please do not hesitate to contact me.

Sincerely,
Jon Hamilton
Governmental Sales Representative
Peterson CAT
(925) 580-2439
[email protected]
247

STAFF REPORT
DATE: March 8, 2022
TO: Mayor and City Council
FROM: Joshua McMurray, City Manager
SUBJECT: Interview Planning Commission Applicants and Appoint one Applicant to Fill a Vacant Planning Commission Seat
Background and Recommendation
The City Council has worked to re-establish the Planning Commission over the past 14 months. On January 5, 2022, Edward Cire, a Planning Commissioner appointed at the October 12, 2021 City Council meeting, informed me that he could no longer be a Planning Commissioner as schedule change at his employer would make it impossible for him to attend the evening meetings. The City Council discussed the vacant Planning Commission seat at the January 25, 2022 City Council Meeting.

The City Council directed Staff to draft a Resolution that would appoint the applicant who came in as sixth place during the October 12, 2021 interviews. At the February 8, 2022 meeting, the City Council gave Staff new direction to advertise for a limited time and bring back the item, with applicants to be interviewed at the March 8, 2022 meeting. Staff released the application for a period of two weeks, from Monday February 14, 2022 through Friday February 25, 2022.

A total of 2 applications were received and have been attached to this report. Staff will ask the City Council to conduct interviews of the 2 applicants, rank the 2 applicants using a forced ranking, and then appoint one of the applicants to serve on the Planning Commission. By default, this applicant would receive an initial 2- year term as all the term limits for the four Planning Commissioners have already been determined.

Applicant Name and Interview Order
Ravinder S. Batth
Hugh Henderson
248
Planning Commission
March 8, 2022

Recommendation
Staff recommends the City Council interview the applicants and select and appoint one of the applicants to fill the vacant Planning Commission seat. Staff recommends the attached Resolution also be approved, which would formally appoint the Planning Commissioner.

Attachments

1. Draft Resolution

2. Planning Commission Applications (2 total)
249
RESOLUTION NO. _________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OAKLEY

APPOINTING ONE MEMBER TO THE OAKLEY PLANNING COMMISSION WHEREAS, on July 13, 2021, the City Council of the City of Oakley adopted Ordinance No. 06-21, which amended provisions of Chapters 3 and 4 of Title 2 of the Oakley Municipal Code concerning the Oakley Planning Commission; and WHEREAS, the City solicited applicants for the Planning Commission through a formal application process. The period ran from August 13, 2021 to September 10, 2021. The City received a total of 13 applications; and WHEREAS, on October 12, 2021, the City Council conducted interviews for the Planning Commission; and
WHEREAS, on October 12, 2021, the City Council ranked the applicants and selected 5 members to serve on the Planning Commission; and WHEREAS, after the 5 members were appointed, Planning Commissioner Edward J. Cire resigned from the Planning Commission on January 5, 2022. City Staff sought direction from the City Council at their January 25, 2022 City Council meeting; and
WHEREAS, that direction was to bring back a Resolution that would formally appoint the sixth-place applicant to the Planning Commission and to also change the initial term limits for Planning Commissioner Shannon Shaw from 2- years to 4-years; and
WHEREAS, at the February 8, 2022 City Council meeting, the City Council directed City Staff to re-advertise for the open Planning Commission seat and to bring that back to the City Council at the March 8, 2022 meeting. The City Council also gave direction to change the initial term limits for Planning Commissioner Shannon Shaw from 2-years to 4-years; and
WHEREAS, the City solicited applicants for the Planning Commission through a formal application process. The period ran from February 14, 2022 to February 25, 2022. The City received a total of 2 applications; and 250
WHEREAS, on March 8, 2022, the City Council ranked the applicants and selected 1 member to serve on the Planning Commission; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Oakley hereby appoints the following individual, with the following term, to the Planning Commission of the City of Oakley:
 Name – 2-year term
AND, BE IT FURTHER RESOLVED, that the City Council of Oakley hereby authorizes City Staff to provide the above-appointed individual instruction, training materials and assistance prior to the beginning of their term.

The foregoing resolution was introduced at a regular meeting of the Oakley City held on the 8th day of March, 2022 by Councilmember _________________, who moved its adoption, which motion being duly seconded by Councilmember _______________, was upon voice vote carried and the resolution adopted by the following vote:

AYES:

NOES:

ABSTENTION:

ABSENT:

APPROVED:
_____________________________
Randy Pope, Mayor Date
ATTEST:

Libby Vreonis, City Clerk
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253
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APPLICATION FOR APPOINTMENT BY THE OAKLEY CITY
COUNCIL FOR PLANNING COMMISSIONER*
Please provide a written or typed response for each item below (Either type or clearly print your responses). Please use no more than 200 words per item. Please attach additional pages as needed.

Name:    _______________________________________________ Home Address: _______________________________________________ _______________________________________________
Mailing Address: _______________________________________________ (if different)
_______________________________________________
Home Phone: _______________________________________________ Work Phone:   _______________________________________________ E‐Mail:   ______________________________________________ 257

1. Briefly explain your interest in serving on the Planning Commission.

2. Please describe your educational, work and other experience(s) which would make you qualified for the position as Planning Commissioner.

3. Please describe the professional preparation or expertise that you would bring to this position, if any.
258

4. What do you believe is the most important role of a Planning Commissioner?

5. What do you hope to accomplish in your role as a planning commissioner, if selected?

6. Having been a resident of Oakley, what do you see as the strengths of the community? Conversely, what are its weaknesses?
259

7. Are you currently serving as an appointed or elected member of any local or regional governmental agency that includes any portion of Oakley City limits within its jurisdictional territory?

8. Have you previously served on any board or commission for Oakley or any other governmental agency?

9. Are you or have you been involved in any local, civic or community groups? 260

Additional relevant comments:

Date: _______________________
Please return this application no later than 5 p.m. on Friday, February 25, 2022 to:

City of Oakley
Office of the City Clerk
3231 Main Street
Oakley, CA  94561
*All information contained in this application is public data and will be made available for public review and copying for anyone requesting it, and may be posted on the website of the City of Oakley.  All information in this application will be provided to the Oakley City Council in a public forum and will be reviewed in public. It will therefore be part of the public record. Although you are not legally required to provide any of the information requested in this application, the information may be used to determine your suitability for appointment to the committee.
261

STAFF REPORT
Approved and Forwarded to the City Council
DATE: March 8, 2022
TO: Joshua McMurray, City Manager
FROM: Derek P. Cole, City Attorney
SUBJECT: Ordinance of the City of Oakley Repealing Ordinance No. 06-09 Concerning the Assignment of Planning Commission Functions to the City Council
Discussion
In February 2009, the adopted Ordinance 06-09, transferring all of the Planning Commission’s function to the City Council. As the City Council has directed that the Planning Commission be reinstituted, it is necessary to rescind this 2009 ordinance to ensure that the Planning Commission may resume once the reinstituted Planning Commission begins meeting. The attached ordinance would effect that repeal.

Fiscal Impact
None.

Recommendation
Staff recommends the City Council introduce, and waive the first reading of, the Ordinance of the City of Oakley Repealing Ordinance No. 06-09 Concerning the Assignment of Planning Commission Functions to the City Council Attachments

1. Proposed Ordinance

2. Ordinance 06-09
262

ORDINANCE NO. ___-22

AN ORDINANCE OF THE CITY OF OAKLEY REPEALING
ORDINANCE NO 06-09 CONCERNING THE ASSIGNMENT OF

PLANNING COMMISSION FUNCTIONS TO THE CITY COUNCIL
THE CITY COUNCIL OF THE CITY OF OAKLEY DOES ORDAIN AS FOLLOWS:

SECTION 1. Upon the effective date of this Ordinance, Ordinance 06-09, adopted by the City Council on February 10, 2009, and assigning the functions of the Oakley Planning Commission to the City Council, is repealed.

SECTION 2. CEQA.

The City Council finds that this Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to Section 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

SECTION 3. SEVERABILITY.

The City Council of the City of Oakley hereby declares that should any section, paragraph, sentence, phrase, term or word of this Ordinance be declared for any reason to be invalid, it is the intent of the City Council that it would have adopted all other portions of this Ordinance independent of the elimination herefrom of any such portion as may be declared invalid. If any section, subdivision, paragraph, sentence, clause or phrase of this Ordinance is for any reason held to be invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance, and each section, subdivision, paragraph, sentence, clause and phrase thereof, irrespective of the fact that any one (or more) section, subdivision, paragraph, sentence, clause or phrase had been declared invalid or unconstitutional.

SECTION 4. EFFECTIVE DATE.

This Ordinance shall become effective thirty (30) days after adoption.

SECTION 5. PUBLICATION.

The City Clerk shall certify to the passage of this Ordinance and shall cause this Ordinance or a summary thereof to be printed once within fifteen (15) days after its adoption in a newspaper of general circulation, published and circulated in the City of Oakley.

THE FOREGOING ORDINANCE was introduced with the reading waived at a regular meeting of the City Council of the City of Oakley on the 8th day of March, 2022. The Ordinance was adopted with the second reading waived at a regular meeting of the City Council of the City of Oakley on the 22nd day of March, 2022, and ordered passed to print by the following vote, to wit:
263

AYES:

NOES:

ABSTENTIONS:

ABSENT:

APPROVED:
____________________________________________
Randy Pope, Mayor
ATTEST:
___________________________ _________________
Libby Vreonis, City Clerk Date
264
265
266

STAFF REPORT
DATE: March 8, 2022
TO: Mayor and City Council
FROM: Joshua McMurray, City Manager
SUBJECT: Authorization to Execute a Purchase and Sale Agreement with D.R.

HORTON BAY, INC. for the Sale of the Real Property Containing Approximately 27.0-Acres, Located at the Northeast Corner of E.

Cypress Rd. and Knightsen Avenue (APN 032-081-025)
Summary and Background
History of the Dutch Slough Properties
Prior to incorporation of the City, Contra Costa County designated approximately 1,500 acres owned by the Emerson, Gilbert, and Burroughs families (the "Dutch Slough area"), for urban development and executed Development Agreements (DAs) with the land owners. Upon incorporation, the DAs with the County became binding upon the City.

In fall of 2001, the Dutch Slough landowners submitted an application to the Cal-Fed Delta Program to sell the properties north of the CCWD/USBR Canal to create the Dutch Slough Tidal Marsh Restoration Project. On September 2002, the City Council approved a Memorandum of Understanding ("MOU") between the City and the Dutch Slough landowners summarizing the terms of basic understanding regarding the disposition of the northern and southern portions of the properties and the future planning for the southern portions. In August 2003, the MOU was supplemented by DAs between the City and the Dutch Slough landowners to formalize and secure the rights created in the MOU, General Plan, and the Department of Water Resources (DWR) transaction.

In March of 2005 the City Council approved a collaborative planning processing for the Dutch Slough area. A group of five developers and the City developed the Dutch Slough Planning Framework Study to guide the development of the three properties made up of the Emerson, Gilbert and Burroughs properties. After the completion of the Dutch Slough Planning Framework Study, the City began processing the Tentative Maps for the three properties and one Environmental Impact Report for the 267
City-DR Horton PSA
March 8, 2022

Dutch Slough project area. This cooperative framework went away during the recession and the Emerson and Gilbert properties have now developed separately.

Emerson Ranch has been mostly built out with Neighborhoods 1-5 being developed and Neighborhood 6 is under construction and the commercial parcel has an approved project. The Gilbert property (Delaney Park) is currently under construction with four active home builders.

The Burroughs property is comprised of two parcels. APN 032-081-026, which is approximately 17.90-acres, is owned by the Burroughs Family and APN 032-081-025, which is approximately 27-acres, is owned by the City. The City received the 27-acres as part of the transaction discussed above between the State and parcel owners.

Cooperative Agreement with WestGate Services
On December 10, 2019, the Oakley City Council approved the Cooperative Agreement between the City and WestGate Services for the entitlement and Preparation for Sale of this property. There are significant economies of scale to plan, entitle and develop both the Burroughs' 18 acres and the City's 27 acres together. The planning and entitlement work would include geotechnical analyses, biological consultants, civil engineering, preliminary architectural and other related consultancy. It is also believed that the sales proceeds on the sale of the jointly planned parcels to be much higher than if planned, entitled and sold separately.

WestGate is in contract to buy the Burrough’s 18-acres.

The Cooperative Agreement set forth the terms and conditions of the proposed arrangement with WestGate. The key provisions include:
 WestGate overseeing the various consultants and professionals needed to plan, entitle and sell the property.
 Unless a particular consultant is only needed for the Burroughs Property, or the City's property, all costs of consultants will be shared equally. (Price proposals/bids will be jointly reviewed by WestGate and the City and be mutually agreed upon).
 Communication and coordination between WestGate and the City will focus on the main goal of maximizing value of the properties.  WestGate will process all entitlement documents with the City to include, any General Plan Amendment (not being proposed), Tentative Map, Design Review, etc.
268
City-DR Horton PSA
March 8, 2022

 WestGate will assist with the marketing and sale of the City property to a merchant homebuilder and will receive 2.5% of the sales price as commission.
 WestGate would also receive upon sale of the property a $30,000 a fee for coordinating the work of the consultants and entitlement process.  The City would not charge for City staff time for this development; however, costs to the City by outside parties providing services needed to process the development application would be billed to the development.

WestGate handled the marketing of the property. A total of 10 builders submitted original proposals. Those proposals were narrowed down based on a series of factors related to price offered, time allotted for due diligence and deposits.

Eventually, six builders were interviewed and then asked to provide a final and best offer. The six builders included D.R. Horton, Taylor Morrison, Meritage, Landsea, TriPointe and KB Home. The offer from D.R. Horton was the highest of all six builders and their deposit and due diligence period was also reasonable and in line with the other offers. One thing to note, is that all of the offers received did not include a requirement to account for affordable housing, which is a State imposed City requirement when we dispose of a residential property (Govt Code section 54233). The affordable housing requirement did require a rework of the final number to account for the builders’ loss in providing for the 17 below market rate homes, or 15% of the total number of lots, which is the State requirement.

That state requirement would cap the sales price of the 17 homes to no more than 80% of Area Median Income (AMI). The total hit to the City’s revenue based on the State requirement from the sale of the property is approximately $4.2 million.

Below is a table of the offers received:

City Council Approval of the Burroughs Subdivision
On May 25, 2021, the City Council approved the Burroughs property subdivision which consisted of a Rezone (RZ 01-21) and Vesting Tentative Map (TM 01-21) to rezone the property from the A-3 (Heavy Agriculture) District to the Planned Development (P-1) District and to subdivide the approximately 43.24-acre project site into 208 single-family residential lots with associated site improvements and 269
City-DR Horton PSA
March 8, 2022

amenities. Of the 208 approved lots, the City owns 115 lots and WestGate controls

93. This Purchase and Sales agreement only addresses the 115 City owned lots.

WestGate has already entered into a Purchase and Sale Agreement with D.R.

Horton Bay, INC.

The City retained Brothers Smith LLP to assist with the preparation and review of the Purchase and Sales Agreement. This firm is the same firm that WestGate Services is using.

It should be noted that the City did follow the provisions Government Code Section 54220 of the State of California, by providing notification that the City intends to sell the surplus property to affordable housing developers. We did not receive any formal interest on the property during that process.

Purchase Agreement
The Purchase Agreement contains the terms for the purchase of the property. The purchase price is $12,118,602, with a series of two deposits to be given to the City.

The first deposit would amount to $140,000 and would be due within 5 days of escrow being opened. The second deposit of $985,000 would be due after the 60 day duediligence period ends and the buyer provides the City with a Notice of Suitability.

The City is currently going through the United States Bureau of Reclamation as part of the Burroughs Central Valley Project Inclusion process. The escrow will close when the City completes the process, which is expected to wrap up this year.

Fiscal Impact
The City stands to generate approximately $12,118,602 of gross revenue off of the sale of this City owned property. The net proceeds would take into account the agreement the City has with WestGate Services and the City share of the costs to entitle the property.

Recommendation
Staff recommends that the Council adopt the resolution approving the Purchase and Sale Agreement with D.R. HORTON BAY, INC. for the sale of the real property containing approximately 27.0-Acres, located at the northeast corner of E. Cypress Rd. and Knightsen Avenue (APN 032-081-025). The approval of the attached resolution will also approve a License and Right of Entry Agreement needed in order for the builder to access the property to conduct their due diligence.

Attachments
1) Site Map
2) Resolution
3) Purchase and Sale Agreement
4) License and Right of Entry Agreement
270
Vicinity Map
Burroughs Purchase and Sale Agreement
Northeast corner of East Cypress Rd. and Knightsen Ave.

APNs. 032-081-025
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RESOLUTION NO. XX-22

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OAKLEY

AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE AND SALE AGREEMENT WITH D.R. HORTON BAY, INC. FOR THE SALE OF THE REAL PROPERTY CONTAINING APPROXIMATELY 27.0-ACRES, LOCATED AT THE NORTHEAST CORNER OF E. CYPRESS RD. AND KNIGHTSEN AVENUE (APN 032-081-025)
BE IT RESOLVED by the City Council of the City of Oakley that the City Manager is hereby authorized and directed to sign on behalf of the City that certain Purchase and Sales Agreement, including the License and Right of Entry Agreement, between the City and with D.R. HORTON BAY, INC. for the sale of the real property containing approximately 27.0-Acres, located at the northeast corner of E. Cypress Rd. and Knightsen Avenue (APN 032-081-025).

The foregoing resolution was introduced at a regular meeting of the Oakley City held on the 8th day of March 2022, by Councilmember _________________, who moved its adoption, which motion being duly seconded by Councilmember _______________, was upon voice vote carried and the resolution adopted by the following vote:

AYES:

NOES:

ABSTENTION:

ABSENT:

APPROVED:
__________________________
Randy Pope, Mayor Date
ATTEST:
__________________________ _
Libby Vreonis, City Clerk Date
272
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110421 40DE-324436

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (“Agreement”) is made and entered into by and between THE CITY OF OAKLEY, a California municipal corporation (“Seller”), and D.R. HORTON BAY, INC., a Delaware corporation (“Buyer”), each a “Party” and collectively the “Parties.”

1. PURCHASE AND SALE OF REAL PROPERTY

1.01 Agreement of Purchase and Sale. For and in consideration of the promises, undertakings, and mutual covenants of the Parties set forth in this Agreement, Seller hereby agrees to sell and convey unto Buyer, and Buyer hereby agrees to purchase and take from Seller the real property containing approximately 27.0 acres located at the northeast corner of E.

Cypress Rd. and Knightsen Avenue, in the City of Oakley (“City”), Contra Costa County (“County”), California (“State”), APN 032-081-025, which is more particularly described in Exhibit A attached hereto, together with any and all improvements, rights and appurtenances pertaining thereto, including, but not limited to, all associated easements, privileges, entitlements, permits, rights of way and appurtenances benefiting such land, development rights, air rights, water rights, mineral, oil and gas and other subsurface rights, and all right, title, and interest of Seller in and to adjacent streets, alleys, easements, and rights-of-way, to the extent of Seller’s interest therein, if any, all of such real property, rights and appurtenances being referred to as the “Property.” The Parties acknowledge that Buyer has entered into an agreement with WESTGATE VENTURES FUND III, LLC, a California limited liability company (“Assignor”), to acquire the property adjacent to the Property containing approximately 17.9 acres located at Cypress Road and commonly known as County Assessor’s Parcel Number 032-081-026 (“Adjacent Property”).

1.02 Purchase Price. The purchase price for the Property (“Purchase Price”) shall be Twelve Million One Hundred Eighteen Thousand Six Hundred Two Dollars ($12,118,602).

1.03 Deposit.
(a) Deposit. In consideration for the right to purchase the Property granted in this Agreement by Seller to Buyer, Buyer shall, (i) within three (3) business days after the Effective Date (as defined below), open escrow (“Escrow”) with First American Title Company, 4750 Willow Road, Suite 275, Pleasanton, CA 94588, Attn: Jules Fulop (“Escrow Holder”), and (ii) within five (5) business days after the Effective Date, deliver to Escrow Holder the sum of One Hundred Forty Thousand Dollars ($140,000) (“Initial Deposit”). If Buyer delivers the Notice of Suitability pursuant to Section 4.02, Buyer shall, within five (5) business days thereafter, deliver to Escrow Holder the additional sum of Nine Hundred Eighty-Five Thousand Dollars ($985,000) (“Second Deposit”). All references herein to “Deposit” refer to the Initial Deposit and the Second Deposit to the extent delivered by Buyer to Escrow Holder, and all interest earned on the Deposit. Upon Buyer’s delivery of the Notice of Suitability to Seller as provided in this Agreement, the Initial Deposit and the Second Deposit shall be nonrefundable to Buyer, except as otherwise provided in this Agreement.
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(b) Termination. If Buyer fails to deposit the Initial Deposit as required by this Agreement, and if such failure continues for more than two (2) business days after delivery of written notice to Buyer, then Buyer shall not be deemed in default and either Party may terminate this Agreement by written notice to the other at any time prior to the deposit of the Initial Deposit. If Buyer fails to deposit the Second Deposit as required by this Agreement, and if such failure continues for more than two (2) business days after delivery of written notice to Buyer, then Buyer shall not be deemed in default and either Party may terminate this Agreement by written notice to the other at any time prior to the deposit of the Second Deposit, and the Initial Deposit will be retained by Seller. If this Agreement is terminated pursuant to this Section 1.03(b), then neither party will have any obligations under this Agreement, except for those that expressly survive termination of this Agreement.
(c) Deposit Applicable. The Deposit shall be invested by Escrow Holder in an account approved by Buyer with any interest accruing thereon to be paid to the Party entitled to the Deposit pursuant to this Agreement. The Deposit shall be applicable to the Purchase Price at the Closing.
(d) Independent Consideration. Notwithstanding any other provision of this Agreement, in addition to the Initial Deposit and at the time Buyer delivers the Initial Deposit to Escrow Holder, Buyer will deposit the sum of One Hundred Dollars ($100.00) (“Independent Consideration”), which shall be non-refundable to Buyer as independent consideration for the rights extended to Buyer in this Agreement, including the right to terminate this Agreement as provided herein. If this Agreement terminates for any reason, Seller shall retain the Independent Consideration. The Independent Consideration shall not be applicable towards the Purchase Price.

1.04 Memorandum of Agreement. Concurrently with the execution of this Agreement, Seller and Buyer shall execute, acknowledge and deliver to Escrow a memorandum of agreement (“Memorandum of Agreement”) in substantially the form attached hereto as Exhibit B. Upon Buyer’s delivery of the Notice of Suitability to Seller and Buyer’s delivery of the Second Deposit to Escrow Holder, Escrow Holder shall immediately record the Memorandum of Agreement in the Official Records of the County against the Property. Upon the termination of this Agreement, and subject to Buyer’s receipt of the Deposit if Buyer is entitled to the same pursuant to this Agreement, Buyer shall deliver to Escrow Holder a notice of termination or quitclaim of the Memorandum of Agreement in recordable form to remove the Memorandum of Agreement from the condition of title to the Property.

2. CLOSE OF ESCROW

2.01 Closing.
(a) Closing Date. The closing (“Closing”) of the purchase and sale of the Property shall take place on the date (“Closing Date”) that is thirty (30) business days after approval of the Inclusionary Letter (as such term is defined below), but in no event will the Closing Date be later than September 29, 2022 (“Outside Closing Date”). The Closing Date and the Outside Closing Date shall be automatically extended on a day-to-day basis due to Force Majeure (as defined below).
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(b) Permitted Closing Day. Notwithstanding any other provision of this Agreement, the Closing must occur on a Tuesday, Wednesday or Thursday (a “Permitted Closing Day”), and if the scheduled Closing would otherwise occur on a day that is not a Permitted Closing Day, the Closing shall be extended automatically to the next day that is a Permitted Closing Day.
(c) Adjacent Property. The Closing shall occur concurrently with Buyer’s acquisition of the Adjacent Property (“Adjacent Property Closing”) and the Parties agree to cooperate to affect such closings concurrently.

2.02 Seller’s Closing Obligations. At the Closing, Seller shall:
(a) Execute, acknowledge and deliver to Buyer a Grant Deed in the form attached hereto as Exhibit C and incorporated herein (“Deed”), conveying to Buyer good and indefeasible fee simple title to the Property free and clear of all liens, claims, and encumbrances except the Permitted Exceptions (as defined in Section 3.03); (b) Execute and deliver to Escrow Holder two executed original counterparts of a General Assignment Agreement (the “General Assignment”) in the form attached hereto as Exhibit D assigning to Buyer all rights of Seller in and to any intangible rights and personal property or other interests in the Property that are not legally transferable to Buyer by execution and delivery of the Deed;
(c) Execute, acknowledge and deliver to Escrow Holder a Surplus Land Act covenant and agreement in the form attached hereto as Exhibit E (as discussed below in Section 12.01(a)(viii)),
(d) Pay Seller’s closing costs as specified in this Agreement; (e) Deliver an executed title affidavit and other documents if required by, and in a form reasonably acceptable to, First American Title Company (“Title Company”) that is sufficient to enable Title Company to issue the Title Policy (as defined below) subject to the requirements of this Agreement.
(f) Deliver such proof of Seller’s authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby, and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents, or certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title Company.
(g) Execute and deliver such other instruments and affidavits as the Escrow Holder may reasonably require.

2.03 Buyer’s Obligations at Closing. At the Closing, Buyer shall:
(a) Pay to Seller the Purchase Price in cash for the Property less the amount of the Deposit;
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(b) Execute and deliver to Escrow Holder two executed original counterparts of the General Assignment;
(c) Pay Buyer’s closing costs as specified in this Agreement; (d) Execute and deliver to Escrow Holder the Surplus Land Act covenant and agreement in the form attached hereto as Exhibit E as provided by Seller; and, (e) Execute and deliver such other instruments and affidavits as the Escrow Holder may reasonably require.

2.04 Closing Costs. Seller shall pay (i) all County and City documentary transfer taxes, if any, (ii) all title insurance fees and premiums for the CLTA standard coverage portion of the Title Policy (as defined below), (iii) one-half of Escrow Holder’s fees, and (iv) Seller’s attorneys’ fees incurred in connection with the negotiation and consummation of this Agreement. Buyer shall pay (i) one-half of Escrow Holder’s fees, (ii) all additional title insurance fees and premiums for extended coverage portion of the Title Policy, and (iii) Buyer’s attorneys’ fees incurred in connection with the negotiation and consummation of this Agreement. All other closing costs shall be allocated between Seller and Buyer in accordance with the customary allocation of such costs in the County.

2.05 Prorations. Current ad valorem taxes, special taxes and all assessments of whatever kind shall be prorated on the Property as of the Closing Date based on the latest information available to Escrow Holder. Seller shall be responsible for, and shall pay, any delinquent or supplemental taxes properly attributable to the Property prior to the Closing, and shall pay for such delinquent or supplemental taxes, whether such delinquent or supplemental taxes become due before or after the Closing. Buyer shall be responsible for all supplemental taxes assessed as the result of the Closing. If, after the Closing, either Party receives a bill for any such taxes or assessments, including supplemental taxes (collectively, “Other Taxes”), owed by the other Party, then the Parties agree that (a) such Other Taxes shall be prorated between the Parties to the Closing and (b) the Party receiving the bill for the Other Taxes shall notify the Party responsible for paying the Other Taxes in writing of the amount of such Other Taxes and the Party owing the Other Taxes shall promptly pay its prorated share of such Other Taxes within thirty (30) days of demand therefor. All prorations and/or adjustments called for in this Agreement are to be made on the basis of a thirty (30) day month, unless otherwise specifically instructed in writing.

The provisions of this Section 2.05 shall survive the Closing.

2.06 Escrow Holder’s Duties at Closing. Escrow Holder shall cause the Closing to occur by (a) recording the following documents in this order: (i) the Affordable Housing Covenant (as defined below), (ii) Seller’s Deed, and (iii) each other document required to be recorded, and (b) delivering funds and documents as set forth in Section 2.07 WHEN AND ONLY WHEN (i) all funds and instruments required pursuant to Sections 2.02 through 2.05, inclusive, have been delivered to Escrow Holder and (ii) each of the conditions precedent to the Closing set forth in this Agreement have been satisfied or waived as provided for in this Agreement. The applicable provisions of this Agreement shall constitute joint instructions to Escrow Holder to consummate the purchase in accordance with the terms and provisions hereof. The Parties shall execute such additional escrow instructions, not inconsistent with the provisions hereof, as may be 276
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deemed reasonably necessary to carry out the intentions of the Parties as expressed herein; provided, however, if the provisions of any such additional instructions contradict with the provisions of this Agreement, then the provisions of this Agreement shall control.

2.07 Distribution of Funds and Documents
(a) Escrow Holder shall, at the Closing, deliver to Seller and Buyer a copy of the Deed (conformed to show recording date) and conformed copies of each document recorded to place title in the condition required by this Agreement. Escrow Holder shall cause the County Recorder of the County to mail Seller’s Deed and each other recorded document after recordation, to the grantee, beneficiary or person (i) acquiring rights under said document or (ii) for whose benefit said document was acquired.
(b) Escrow Holder shall, at the Closing, deliver by certified mail, overnight courier or United States mail (or will hold for personal pickup, if requested) one (1) copy of each non-recorded document received hereunder by Escrow Holder to the payee or person (i) acquiring rights under said document or (ii) for whose benefit said document was acquired.

Escrow Holder shall deliver copies of all documents deposited into Escrow to the Parties. (c) All disbursements by Escrow Holder shall be made by wire transfer in accordance with instructions provided to Escrow Holder. Escrow Holder shall deliver, at the Closing, to Seller all amounts to which Seller is entitled and shall deliver any excess amount to Buyer.

3. TITLE REPORT

3.01 Title Report; Title Review Period. Escrow Holder delivered to Buyer a preliminary title report covering the Property, including true and correct copies of all instruments reflected as exceptions in the title report (the “Title Report”). Buyer has thirty (30) days after the Effective Date (the “Title Review Period”) to notify Seller in writing of any objection to exceptions in the Title Report.

3.02 Buyer’s Title Response; Cure Period. If Buyer does not notify Seller of any objection to the exceptions in the Title Report, then at the end of the Title Review Period, Buyer shall be deemed to have accepted all of the exceptions in the Title Report. If Buyer objects to any exception(s) in the Title Report, then Seller shall have ten (10) business days following the end of the Title Review Period (the “Cure Period”) to commit in writing to modify or eliminate the objected to exceptions as of the Closing, to the sole and absolute satisfaction of Buyer. Notwithstanding anything to the contrary contained in this Agreement, whether or not Buyer objects, Seller must remove at or prior to the Closing, and title to the Property shall be conveyed to Buyer free and clear of, all of the following: (i) any mortgage or deed of trust, (ii) any mechanic’s lien, (iii) any other monetary liens and obligations of any kind whatsoever, except for non-delinquent real property taxes and assessments that constitute a lien on the Property, (iv) any rights of possession, (v) any exceptions related to Seller’s authority and power to sell the Property, and (vi) any exceptions caused or created by Seller after the Effective Date. If Seller has not agreed to modify or eliminate the objected to exceptions, to the sole and absolute satisfaction of Buyer, within the Cure Period, Buyer may, at its option, and as Buyer’s sole remedies, elect to (A) 277
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waive its objections to the Title Report or (B) terminate this Agreement. Buyer shall notify Seller of its election in writing, within five (5) business days following the end of the Cure Period (the “Buyer’s Title Waiver Period”). If Buyer fails to notify Seller prior to the expiration of the Buyer’s Title Waiver Period, however, the Agreement shall be deemed terminated as of the end of the Feasibility Period unless Buyer delivers the Notice of Suitability, in which event the approved condition of title shall be as set forth in the last title commitment issued by Title Company received by Buyer at least one (1) business day prior to the expiration of the Feasibility Period, and Seller shall be obligated to remove those objectionable exceptions, if any, that Seller is required to remove or that Seller previously agreed to remove in writing. If Buyer elects or is deemed to elect to terminate this Agreement pursuant to this Section, the Deposit shall be promptly returned to Buyer, and thereafter neither Seller nor Buyer shall have any further duties, rights or obligations hereunder, except for those duties, rights and/or obligations that are expressly stated herein to survive such termination. Seller or Buyer may elect to extend the Closing Date and the Outside Closing Date for up to thirty (30) days as may be required to modify or eliminate any objected to exceptions in accordance with this Section.

3.03 Permitted Exceptions. “Permitted Exceptions” shall consist of the following: (a) the lien for real property taxes and assessments not yet due or payable, and (b) the exceptions disclosed in the Title Report or any Supplemental Report that Buyer has notified Seller in writing are acceptable to Buyer.

3.04 New or Additional Exceptions. After the Effective Date and so long as this Agreement remains in effect, Seller shall not place or knowingly allow any deed of trust, lien, encumbrance, or other exception to title to the Property without the prior written consent of Buyer, and if Seller breaches this covenant, in addition to all other rights and remedies, Buyer may direct Escrow Holder to use Seller’s proceeds from the Closing to pay off and remove any such deed of trust, lien, encumbrance, or other exception to title to the Property. If any new or additional exceptions to title to the Property appear of record after the date of the Title Report, including after the expiration of the Feasibility Period, the Escrow Holder shall deliver to Buyer a supplemental title report, including true and correct copies of all instruments reflected as exceptions in the supplemental title report (“Supplemental Report”). Thereafter, the Parties shall comply with Sections 3.01 and 3.02, except that the Title Review Period for any Supplemental Report shall be five (5) business days, the Cure Period shall be five (5) business days, Buyer shall notify Seller of its election regarding any uncured exceptions within two (2) business days (and shall be deemed to have disapproved any exceptions not approved in writing within such period), and the Closing shall be extended as necessary to accommodate review of the Supplemental Report in accordance herewith.

4. FEASIBILITY AND ACTIVITIES RELATING TO PROPERTY

4.01 Seller’s Materials. On or before the Effective Date, Seller shall provide to Buyer, for Buyer’s review and approval, all information currently in its possession or control regarding the Property (collectively “Seller’s Materials”). Without limiting the generality of the foregoing, and to the extent they exist, and are known to Seller to be in Seller’s possession or control, Seller shall forward to Buyer the following items:
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(i) All reports and studies concerning the Property, including the soils and geologic condition of the Property;
(ii) All entitlement documents, permits, plans, and any property conditions reports;
(iii) All permits, approvals, and inspection reports relating to the Property;
(iv) All existing leases affecting the Property, and all lease files, including without limitation, all material correspondence to or from any current tenant regarding their occupancy;
(v) any previously completed survey of the Property; and (vi) Copies of all reports, studies, and other materials which Seller possesses or controls which pertain to the environmental condition of the Property and the Adjacent Property.

4.02 Buyer’s Feasibility. Buyer, at its expense, may conduct a feasibility study of the Property (including architectural, geotechnical, environmental, marketing, engineering and financial feasibility studies) to determine whether or not the Property is suitable to Buyer as determined by Buyer in its sole and absolute discretion. Such operations shall be conducted in such a manner as to not permanently damage the Property, and if damage is done, Buyer shall repair and restore it to substantially its condition existing immediately prior to Buyer’s operations on the Property at Buyer’s expense. If the feasibility study indicates, in Buyer’s sole and absolute discretion, that the Property is suitable to Buyer, then Buyer will send written notice (the “Notice of Suitability”) to Seller on or before the date that is sixty (60) days after the Effective Date (the “Feasibility Period”). Notwithstanding anything contained in this Agreement to the contrary, the Notice of Suitability shall not be effective unless signed by any one of Donald R. Horton, David Auld, Michael Murray, Bill Wheat, Paul Romanowski, Jonathan Smith or J. Matt Farris, each an officer of Buyer. If Buyer does not send Seller the Notice of Suitability on or before the last day of the Feasibility Period, and if such failure continues for more than two (2) business days after delivery of written notice thereof to Buyer, or if Buyer provides Seller written notice terminating this Agreement at any time prior to delivering the Notice of Suitability, this Agreement shall terminate. In the event of such termination, Escrow Holder is irrevocably instructed to immediately return the Deposit to Buyer, less the Independent Consideration, and Seller and Buyer shall have no further obligation to each other except for those obligations that expressly survive termination of this Agreement. If a Phase I environmental assessment of the Property recommends a Phase II environmental assessment or further investigations and/or reports as Buyer may require due to the recommendation and conclusion obtained in its Phase I environmental assessment or other environmental reports, then the Feasibility Period shall automatically be extended for the period of time necessary for Buyer to obtain such additional assessments, investigations, or reports not to exceed an additional sixty (60) days.

4.03 Right of Entry. Unless this Agreement is earlier terminated, from and after the Effective Date through the Closing, Buyer and its agents, consultants, contractors, 279
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subcontractors and employees (collectively, “Buyer’s Representatives”) shall have the right to enter upon the Property at reasonable times during ordinary business hours to perform such inspections, investigations, tests and studies. In conducting any inspections, tests, or studies, the Buyer and Buyer’s Representatives shall (a) not unreasonably interfere with the operation, use, and maintenance of the Property, (b) not permit any liens to attach to the Property by reason of Buyer’s exercise of the rights under this Section, (c) restore any damage to the Property caused by Buyer or Buyer’s Representatives, and (d) not conduct any invasive testing without the prior consent of Seller. Prior to any such entry by the Buyer or Buyer’s Representatives on the Property, Buyer shall obtain and maintain commercial general liability insurance written on an occurrence basis, with aggregate limits and per occurrence limits of at least Two Million Dollars ($2,000,000) and that names Seller as additional insured with respect to any loss, damage, or injury that may occur as a result of Buyer or Buyer’s Representatives’ entry upon the Property. In addition, Buyer hereby agrees to indemnify, defend, and hold Seller free and harmless from and against any and all damages, claims, losses, liabilities, causes of action, proceedings, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) to the extent caused by any such activities of Buyer or Buyer’s Representatives upon or about the Property; provided, however, the foregoing indemnity, defense, and hold harmless obligations shall not extend to liability arising from (x) the acts or omissions of Seller, or its agents, consultants, contractors, or tenants, (y) any diminution in value of the Property arising from or relating to any matters discovered by the Buyer or Buyer’s Representatives, or (z) the discovery (but not negligent exacerbation) by Buyer or Buyer’s Representatives of preexisting physical conditions on the Property. Buyer’s indemnity, defense, and hold harmless obligations shall survive the Closing or earlier termination of this Agreement for a period of one (1) year.

4.04 Termination Prior to expiration of the Feasibility Period. If this Agreement is terminated pursuant to Section 4.02 for any reason other than a breach or default by Seller, then Buyer shall provide to Seller copies of all documents, reports, studies, and other materials prepared by third parties on Buyer’s behalf in connection with Buyer’s due diligence investigations of the Property (“Buyer’s Materials”), excluding all financial analysis, appraisals, internally generated analysis, reports, and communications, attorney work product, all environmental reports, including any Phase I or Phase II environmental assessment, architectural and/or house plans, and all other proprietary, privileged, and/or confidential information. Seller acknowledges and agrees that (i) Buyer makes no covenant, representation, or warranty whatsoever as to Buyer’s Materials, including their content, reliability, accuracy or completeness, and (ii) if Seller uses or relies on any of Buyer’s Materials, Seller shall do so solely at Seller’s own risk, and Buyer makes no representation, warranty or assurance as to whether Seller has any right to use or rely thereon. The delivery of Buyer’s Materials shall be subject to the proprietary rights of any engineer or other consultant preparing the same and any limitations on use imposed by them.

5. REMEDIES

5.01 Seller’s Remedies; LIQUIDATED DAMAGES. If Buyer defaults in performing Buyer’s obligations hereunder for any reason other than Seller’s default, and such default is not cured within the notice and cure period set forth in Section 5.05, Seller shall be entitled, as Seller’s sole and exclusive remedy, to obtain one of the following remedies (a) to waive the contractual obligations of Buyer in writing; (b) to extend the time for performance by such 280
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period of time as may be mutually agreed upon in writing by the Parties hereto; or (c) if Buyer has delivered its Notice of Suitability and Escrow fails to close solely due to Buyer’s default under this Agreement, Seller may elect to terminate this Agreement and receive the amount of the Deposit to the extent actually delivered to Escrow Holder as liquidated damages (the “Liquidated Damages”) in accordance with the provisions set forth below. IF SELLER ELECTS THE REMEDY SET FORTH IN SECTION 5.01(c), SELLER WILL BE DAMAGED AND WILL BE ENTITLED TO COMPENSATION FOR THOSE DAMAGES. SUCH DAMAGES WILL,

HOWEVER, BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN FOR THE FOLLOWING REASONS: (i) THE DAMAGES TO WHICH SELLER WOULD BE

ENTITLED IN A COURT OF LAW WILL BE BASED IN PART ON THE DIFFERENCE

BETWEEN THE ACTUAL VALUE OF THE PROPERTY AT THE TIME SET FOR THE CLOSING AND THE PURCHASE PRICE AS SET FORTH IN THIS AGREEMENT; (ii) PROOF OF THE AMOUNT OF SUCH DAMAGES WILL BE BASED ON OPINIONS OF VALUE OF THE PROPERTY, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND (iii) IT IS IMPOSSIBLE TO PREDICT AS OF THE DATE ON WHICH THIS AGREEMENT

IS MADE WHETHER THE VALUE OF THE PROPERTY WILL INCREASE OR DECREASE AS OF THE DATE SET FOR THE CLOSING. THE PARTIES DESIRE TO LIMIT THE

AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER

BREACH THIS AGREEMENT AND TO AVOID THE COSTS AND LENGTHY DELAYS

WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, IF AFTER BUYER DELIVERS A NOTICE OF SUITABILITY, ESCROW FAILS TO CLOSE DUE SOLELY TO BUYER’S

DEFAULT, THEN THE AMOUNT OF THE LIQUIDATED DAMAGES SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER’S DAMAGES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE, AND SELLER’S

SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF THE FAILURE TO CLOSE ESCROW RESULTING FROM BUYER’S DEFAULT SHALL BE LIMITED TO SUCH

AMOUNT AND SELLER SHALL HAVE NO RIGHT TO RECOVER ANY ADDITIONAL

DAMAGES OR TO PURSUE ACTION FOR SPECIFIC PERFORMANCE OF ANY PROVISIONS OF THIS AGREEMENT. IN CONSIDERATION OF THE PAYMENT OF

LIQUIDATED DAMAGES, SELLER WILL BE DEEMED TO HAVE WAIVED ALL OTHER

CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY INCLUDING ANY RIGHTS SELLER MAY HAVE PURSUANT TO SECTION 1680 OR SECTION 3389 OF THE CALIFORNIA CIVIL CODE RELATING TO BUYER’S DEFAULT RESULTING IN ESCROW NOT CLOSING AS PROVIDED UNDER THIS AGREEMENT. BY INITIALING

THIS PROVISION IN THE SPACES BELOW, SELLER AND BUYER EACH SPECIFICALLY

AFFIRM THEIR RESPECTIVE AGREEMENTS CONTAINED IN THIS AGREEMENT AND

AGREE THAT SUCH SUM IS A REASONABLE SUM CONSIDERING THE CIRCUMSTANCES AS THEY EXIST ON THE DATE OF THIS AGREEMENT.

NOTWITHSTANDING THE FOREGOING, SELLER’S RIGHTS OF DEFENSE AND

INDEMNIFICATION AS SET FORTH IN THIS AGREEMENT SHALL NOT BE DISTURBED BY SELLER’S ELECTION UNDER SECTION 5.01(c).

BUYER’S INITIALS SELLER’S INITIALS
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5.02 Buyer’s Remedies. If Seller defaults in performing Seller’s material obligations hereunder for any reason other than Buyer’s default, and such default is not cured within the notice and cure period set forth in Section 5.05, Buyer shall be entitled: (a) to waive the contractual obligations of Seller in writing; (b) to extend the time for performance by such period of time as may be mutually agreed upon in writing by the Parties hereto, in which case the Closing Date and the Outside Closing Date will be extended for a period equal to the delay in completing Seller’s performance of such material obligation; (c) to terminate this Agreement and receive a return of the Deposit, plus reimbursement of the costs and expenses incurred by Buyer in connection with the review, planning and development of the Property and with the transaction contemplated by this Agreement; or (d) to enforce specific performance of this Agreement, unless specific performance is not available, in which case Buyer may instead pursue any other remedy available. If Buyer extends the time for Seller’s performance pursuant to Section 5.02(b), then Buyer may exercise any of Buyer’s other remedies set forth above in the event Seller fails to cure such breach prior to the expiration of such extension period.

5.03 Post-Closing Remedies. From and after the Closing, each Party shall have the right to pursue its actual damages against the other Party (a) for a breach of any covenant or agreement contained in this Agreement that is performable after or that survives Closing (including the indemnification obligations of the Parties contained in this Agreement, but excluding any obligation to purchase the Property), and (b) for a breach of any representation or warranty made by the other Party in this Agreement. The obligations described this Section 5.03 shall survive the Closing and any termination of this Agreement.

5.04 Limitation on Remedies. Notwithstanding anything to the contrary in this Agreement, in no event shall any Party be entitled to recover any speculative, consequential, or punitive damages from the other Party in connection with this Agreement and/or the Property.

5.05 Notice and Cure. Notwithstanding anything to the contrary contained in this Agreement, neither Buyer nor Seller shall be in breach or default of any provision of this Agreement, and the other party shall have no right to terminate this Agreement as a result of any non-performance, unless the other party first provides written notice of such breach and the defaulting party fails to cure such breach within five (5) business days following receipt of such written notice, provided that such cure period shall be two (2) business days with respect to the failure to perform the obligations under Sections 2.02 and 2.03 or payment of the Deposit. The Closing Date and the Outside Closing Date will be extended to accommodate any such notice and cure period. Each Party agrees to reasonably cooperate with the other in any and all attempts by the defaulting Party to cure any default within the default cure period.

5.06 Escrow Cancellation Charges Due to a Default. If the Closing fails to occur due to Seller’s or Buyer’s default, the defaulting Party must pay all Escrow cancellation charges. If Escrow fails to close for any reason other than the foregoing, each Party must pay onehalf of the Escrow cancellation charges. “Escrow cancellation charges” means all fees, charges, and expenses incurred by Escrow Holder, including all expenses incurred in connection with issuance of the Title Report and other title matters.
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5.07 Force Majeure. The term “Force Majeure” means events beyond Buyer’s reasonable control, including acts of God, war, riot, civil disobedience or disturbance, weather, impracticality, accident, strike or other labor disputes, delays of suppliers, contractors or carriers, fire, flood or casualty, governmental or judicial actions, governmental shut downs and/or delays, quarantine and/or other disease control measures related to a public health crisis, and shortages of material, components, fuel, labor or facilities. In the event of Force Majeure that delays a party’s ability to perform its obligations hereunder, neither party shall be in default under this Agreement and the time periods and deadlines for performance of a party’s obligations hereunder shall be extended for the amount of time that such party is delayed as a result of such Force Majeure event.

Notwithstanding anything to the contrary contained herein, if any such event of Force Majeure lasts longer than ninety (90) consecutive days, each party shall have the right, but not the obligation, to terminate this Agreement, in which event the Deposit shall be fully refunded to Buyer, and the parties hereto shall have no further obligation to each other except for those obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, if Seller delivers a notice to terminate to Buyer (“Termination Notice”), then Buyer shall have five (5) business days after receipt of such Termination Notice to deliver written notice electing to waive any further delay as a result of a Force Majeure event. If Buyer delivers such notice electing to waive any further delay, then the Termination Notice shall be deemed to be rescinded and this Agreement shall remain in full force or effect. If Buyer elects to agree to the Termination Notice or fails to deliver written notice electing to waive any further delay within such five (5) business day period, then this Agreement shall terminate, in which event the Deposit shall be fully refunded to Buyer, and the parties hereto shall have no further obligation to each other except for those obligations which expressly survive termination of this Agreement.

6. COMMISSIONS
Seller and Buyer hereby represent and warrant that there are no brokers, agents or finders, and that no other commissions or other similar fees are due or arising in connection with this Agreement, the sale and purchase of the Property, or the consummation of transactions contemplated in this Agreement, other than WestGate Services, Inc., dba WestGate Ventures, who represents Seller, and to which Seller will pay compensation pursuant to a separate agreement.

Seller agrees to indemnify, defend, and hold Buyer harmless from and against all liability, loss, cost, damage, and expenses (including but not limited to attorneys’ fees and costs) because of any claim by a broker, agent, or finder claiming through Seller for any compensation with respect to this Agreement, the sale and purchase of the Property, and the consummation of the transactions contemplated in this Agreement, whether or not such claim is meritorious. Buyer agrees to indemnify, defend, and hold Seller harmless from and against all liability, loss, cost, damage, and expenses (including but not limited to attorneys’ fees and costs) because of any claim by a broker, agent, or finder claiming through Buyer for any compensation with respect to this Agreement, the sale and purchase of the Property, and the consummation of the transactions contemplated in this Agreement, whether or not such claim is meritorious. The obligations described in this Section 6 shall survive the Closing and any termination of this Agreement.

7. DEVELOPMENT MATTERS

7.01 Entitlements. The City and other applicable governmental authorities approved Vesting Tentative Map No. TM-01-21 (Subdivision 9557) with respect to the Property 283
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and the Adjacent Property (“Tentative Map”), related CEQA clearance or approvals, and other permits, approvals, and entitlements to permit development of ninety-four (94) single family lots (“Lots”) on the Adjacent Property and one hundred fourteen (114) Lots on the Property planned for residences to be constructed thereon (collectively, the “Residences”). From and after the Effective Date through the Closing, Buyer shall have the right (directly or through its affiliates) to process all applications, plans, maps, agreements, documents, and other instruments or entitlements (collectively, the “Entitlements”) necessary or appropriate for the subdivision and development of the Property as contemplated by Buyer in its sole discretion, including a final map for the subdivision of the Property and the Adjacent Property into the Lots in substantial conformance with the Tentative Map (“Final Map”) and the improvement plans required in connection with the Final Map (“Improvement Plans”). Seller agrees to assist and reasonably cooperate with Buyer’s efforts to process the Entitlements, including assigning rights relating to the Entitlements and executing applications, consents, and other documents in connection with processing the Entitlements. Seller agrees that it will not interfere or take any action in opposition to Buyer’s efforts to process the Entitlements and shall not take any action which could materially and adversely affect the Property or the Entitlements. From and after the Effective Date, Buyer shall have the right to meet and communicate with the consultants, engineers, contractors, and subcontractors providing or that have provided services to Seller in connection with the Property, and Seller shall instruct such parties to communicate freely with Buyer. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require the continued efforts of Buyer or its affiliates to process or pursue the Entitlements, and Buyer and its affiliates will have no liability to Seller in connection with the processing of the Entitlements, if this Agreement is terminated for any reason or if Escrow does not close.

7.02 Inclusionary Letter. The Parties acknowledge that Assignor will continue to use commercially reasonable efforts to process and obtain all necessary approvals relating to the National Environmental Policy Act and approval of an inclusionary letter for the Property and the Adjacent Property by the Contra Costa Water District (“Inclusionary Letter”).

7.03 Stockpiled Soil at Upper Sand Creek Basin. Seller presently holds Contra Costa County Flood Control and Water Conservation District Permit No. 626-21 (“FC Permit No. 626-21”), which is a placeholder permit intended to reserve approximately 200,000 cubic yards of available soil material stockpiled at Upper Sand Creek Basin for use in the development of the Property and the Adjacent Property (“Soil Material”), and which expires on December 31, 2021. Seller and Assignor each provided a cash bond deposit for FC Permit No. 626-21. If Buyer provides a Notice of Suitability and the Soil Material is available for use, then Buyer shall apply for a permit from the Contra Costa County Flood Control and Water Conservation District for the excavation and removal of the Soil Material (“Soil Material Permit”) and provide a cash deposit in connection with such Soil Material Permit. Seller agrees to assist and reasonably cooperate (and use reasonable efforts to cause the Assignor to assist and reasonably cooperate) with Buyer’s efforts to obtain the Soil Material Permit. Buyer will have no obligation under this Section 7.03 if Buyer does not provide a Notice of Suitability.

8. TERMINATION OF LEASES AND OPERATION OF PROPERTY

8.01 Termination of Leases. Seller shall terminate all leases and cause all tenants, other parties in possession, and trespassers to vacate the Property prior to the Closing. 284
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During the term of this Agreement, Seller shall not enter into any new leases, licenses, or other occupancy agreements for the Property, or modify, amend, or extend the term of any existing leases. If any tenant or other party in possession fails to vacate the Property, Seller shall, at its sole cost and expense, take all commercially reasonable action to cause such tenant or other party in possession to vacate the Property prior to the Closing, including the prosecution of unlawful detainer proceedings. Buyer shall have the right to extend the Closing Date and the Outside Closing Date without payment of any extension fee or deposit if any of the leases have not been terminated and/or any tenant or other party in possession and trespassers have not vacated the Property prior to the scheduled Closing Date.

8.02 Compliance with Laws. Seller shall comply with all laws, regulations, and other requirements applicable of every governmental body having jurisdiction of the Property.

8.03 Cooperation. The Parties agree to cooperate with each other and to take such actions as may be reasonably necessary in order to consummate the transactions contemplated by this Agreement.

9. ASSIGNMENT OF RIGHTS
At the Closing, Seller will execute the General Assignment assigning the rights described therein to Buyer. With respect to the work performed and construction of improvements by the Seller, and to the extent they exist and/or in possession and/or favor of Seller, Seller hereby assigns to Buyer, effective as of the Closing, all of Seller’s right, title, and interest in and to the following:
(1) rights and remedies under any product and construction contracts, including warranties and indemnification rights, received by Seller from third parties relating to the Property, including utility and other service providers, engineers, contractors, and subcontractors; (2) all entitlements, licenses, permits, including building permits, fee credits, and prepaid fees attributed to the Property, to the extent assignable; (3) rights and remedies, including indemnification rights, under any contract Seller may have with any engineers, architects, consultants, contractors, and subcontractors; and (4) all plans, designs, and specifications relating to the design of the residences and other improvements planned to be constructed on the Property. Prior to the Closing, Seller shall request consents to the foregoing assignments (in form reasonably acceptable to Buyer and Seller) from all parties whose consent to such assignments is required, if any. To the extent any of the foregoing rights and remedies are not assignable, Seller shall reasonably cooperate with Buyer in pursuing such remedies, with any benefits accruing to Buyer. Notwithstanding the foregoing, Seller shall not be obligated to incur any cost or expense other than Seller’s own general overhead costs and expenses in relation to Buyer’s pursuit of such remedies. The provisions of this Section 9 shall survive the Closing.

10. MORATORIUM AND CONDEMNATION

10.01 Moratorium. If any moratorium on the issuance of building permits for the construction of single family houses and/or condominiums as applicable is enacted, or certificates of occupancy, the purchase of sewer and/or water taps, and/or public school attendance rights are abated, which moratorium or abatement is applicable to any portion of Property, and, as a result of such moratorium or abatement, the City, State, County, school district, or any other Governmental Agency (as defined below) will not issue permits for the construction and/or 285
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purchase of sewer and/or water taps and/or certificates of occupancy for houses to be constructed on the Property, or will not permit attendance in the school district attendance zone in effect as of the Effective Date, then Buyer’s obligations in accordance with this Agreement and the Closing Date and the Outside Closing Date shall toll for the duration of the moratorium and/or abatement.

Upon the discontinuation of any such moratorium and/or abatement, all requirements for performance shall resume as of that date and continue as per the provisions of this Agreement. If any moratorium and/or abatement lasts longer than six (6) months, then either Party shall have the right to terminate this Agreement, provided that if Seller so elects to terminate, Buyer may elect to waive any further tolling pursuant to this Section by written notice to Seller delivered within five (5) business days after receipt of Seller’s notice of termination, in which case this Agreement shall remain in full force and effect. In the event of such termination, the Deposit shall be refunded to Buyer, and the Parties shall have no further obligation to each other except for those obligations that survive termination of this Agreement.

10.02 Condemnation. In the event of destruction, material damage, or condemnation of all or any material portion of the Property, Seller shall promptly notify Buyer in writing, unless such destruction or damage was caused by Buyer or Buyer’s invitees onto the Property. Buyer may elect to terminate this Agreement in writing within ten (10) days of such notice from Seller. If this Agreement is terminated in accordance with this Section 10.02, the Deposit shall be immediately returned to Buyer and neither Party shall have any further rights, obligations, or liabilities under this Agreement, excepting those obligations that survive termination of this Agreement. If Buyer does not elect to terminate this Agreement and Buyer consummates its purchase of the affected portion of the Property, Seller shall assign to Buyer all of Seller’s rights to any condemnation or insurance proceeds, and Buyer shall receive a credit towards the Purchase Price in the amount of any deductible and/or uninsured casualty paid by Buyer.

11. “AS IS” PHYSICAL CONDITION OF THE PROPERTY

11.01 “As Is” Condition. The Parties acknowledge and agree that prior to the Closing, Buyer shall have had the full opportunity to inspect the Property and, by proceeding to the Closing, shall have accepted the Property in its current “As Is” condition, except as otherwise expressly set forth in this Agreement. Buyer understands and agrees that, except as otherwise expressly set forth in this Agreement, the Property is sold in an As Is condition, without any warranty, express or implied. Except as otherwise expressly set forth in this Agreement, Seller makes no representations or warranties, express or implied, concerning the condition of the Property, the location of Property lines, the exact area of the Property, the condition of any improvements on the Property, or any environmental conditions affecting the Property.

11.02 Release. Except for the Excluded Claims (as defined below), effective as of Closing, Buyer hereby waives and releases Seller, its employees, elected officials, and officers of and from any claims, actions, causes of action, demands, rights, damages, costs, expenses, penalties, fines, or compensation that Buyer may otherwise have at any time against Seller arising out of or in connection with the known or unknown physical and environmental condition of the Property, it being agreed that Buyer shall acquire the Property in its “as is” condition as provided in Section 11.01. Notwithstanding anything to the contrary contained herein, the foregoing release and waiver shall expressly exclude any and all claims, actions, causes of action, demands, rights, 286
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damages, costs, expenses, penalties, fines, or compensation whatsoever, direct or indirect, that Buyer may have at any time that arise from (a) a breach of Seller’s representations, warranties or covenants set forth in this Agreement or any documents executed by Seller in connection with this Agreement, (b) the fraud, willful misconduct, or other tortious acts of Seller or any of Seller’s employees, elected officials, officers, consultants, or contractors in relation to this Agreement, or (c) personal injury, property damage or breach of contract that occurs prior to Closing and is not caused by Buyer (collectively, the “Excluded Claims”). At the Closing in connection with the matters released above, Buyer expressly waives the provisions of California Civil Code §1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

11.03 Survival. The provisions of this Section 11 shall survive Closing and shall not be deemed merged into any instrument or conveyance delivered at the Closing.

12. REPRESENTATIONS AND WARRANTIES OF SELLER

12.01 Seller’s Representations and Warranties.
(a) Seller hereby makes the following representations, warranties, and covenants which shall also be true as of the Closing:
(i) Seller has the full right, power, and authority to sell the Property to Buyer as provided in this Agreement and to carry out its obligations hereunder; and all required action necessary to authorize Seller to enter into this Agreement and to carry out its obligations hereunder has been or will have been taken prior to the Closing Date. Neither this Agreement nor anything provided to be done under this Agreement violates or will violate any contract, document, understanding, agreement or instrument to which Seller is a party or by which it is bound. Seller has complied with all applicable laws, rules, and regulations with respect to the sale of the Property to the Buyer pursuant to this Agreement, including but not limited to California Government Code sections 54220
54234, and Title 2, Chapter 8 of the City’s Municipal Code.

At a properly noticed public meeting, the City Council of the City of Oakley has approved this Agreement, which is binding on and enforceable against Seller in accordance with its terms. (ii) The Seller’s Materials provided by Seller, or to which Seller has provided access to Buyer, are true and correct and complete copies and to Seller’s actual knowledge there are no other documents or instruments in the possession or control of Seller that would materially and adversely affect ownership and development of the Property with residences.

There is no default by Seller under any Seller’s Materials or any other contracts, leases, agreements, easements, or any other documents or instruments relating to or affecting the Property. (iii) Seller has not entered into, and has no knowledge of, any lease, sublease, contract, license, or other agreement or other rights of possession with respect to the occupancy or use of the Property. No party has any right of first refusal, option to purchase the Property or any portion thereof, or any similar right.
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(iv) To Seller’s actual knowledge there are no pending or threatened actions, condemnation or similar proceeding or special assessment affecting the Property, or any part thereof, nor is any such proceeding or assessment contemplated by any Governmental Agency or any other party or entity. The term “Governmental Agency” means the United States, the State of California, the County and City (if any) in which the Property is located, and any agency, department, commission, board, or bureau of instrumentality of any of them.

Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property or any portion thereof, or any other proceedings arising out of injury or damage to the Property or any portion thereof, Seller will notify Buyer of the pendency of such proceedings. (v) Seller has not received written notice of any pending or threatened litigation, claim, action, proceeding, suit or arbitration before any court, tribunal or agency that materially and adversely affects the development of residences on the Property, prevents Seller’s performance hereunder or which would result in any unsatisfied lien, charge, encumbrance or judgment against any part of or any interest in the Property, and, to Seller’s actual knowledge, no such litigation, claim, action, proceeding, suit or arbitration exists. (vi) To Seller’s actual knowledge, (A) Seller has complied with all applicable laws, ordinances, regulations, statutes, codes, rules, orders, decrees, determinations, covenants and restrictions relating to the Property and every part thereof (collectively the “Applicable Laws”), including those promulgated or imposed by the FHA, the VA, and any other agency, department, commission, board, bureau, or instrumentality of any Governmental Agency, and (B) no violation, condition, or any action which with the passing of time or giving of notice would be deemed a violation of any Applicable Laws.
(vii) Except as disclosed in Seller’s Materials provided to Buyer, neither Seller nor, to Seller’s actual knowledge, any previous owner of the Property or any other person or entity has ever used, generated, processed, stored, disposed of, released or discharged any Hazardous Substance on, under, or about the Property or transported it to or from the Property, nor, has any party ever alleged that any such activities have occurred. In addition, no use by Seller or to Seller’s actual knowledge any previous owner of the Property or any other person or entity, has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. “Hazardous Substance” means all hazardous or toxic substances, wastes or materials, any pollutants or contaminates (including, without limitation, asbestos and raw materials which include hazardous constituents, radon and urea formaldehyde), and any other similar substances or materials which are included or regulated by any local, state, or Federal law, rule, or regulation pertaining to environmental regulation, contamination, clean-up or disclosure, including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, as amended (collectively, “Environmental Laws”). Hazardous Substance shall not include typical household or commercial cleaning agents used in the regular cleaning of facilities located on the Property in accordance with all applicable Environmental Laws.
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(viii) Seller has disclosed to Buyer that the Property will be subject to the affordable housing restrictions set forth in California Government Code section 54233, and in compliance with that statute, the mandatory requirements shall be contained in an Affordable Housing Covenant And Agreement And Declaration Of Restrictions in the form attached hereto as Exhibit E (“Affordable Housing Covenant”), which shall be recorded against the Property prior to recordation of the Grant Deed.
(b) If any of the representations or warranties by Seller contained in this Agreement becomes untrue or incorrect, Seller shall immediately notify Buyer thereof, and Seller shall use good faith efforts to make such representations or warranties true and correct on the Closing Date. If any of the representations or warranties contained in this Agreement are untrue or incorrect on the Closing Date, Buyer may (i) terminate this Agreement and receive a return of the Deposit; or (ii) elect to close notwithstanding the failure of such representation or warranty, in which event the Closing shall not be deemed a waiver by Buyer of the failure of such representation or warranty and Buyer may recover from Seller any actual damages sustained by Buyer, and this Agreement shall remain in full force and effect. Seller’s representations, covenants and warranties set forth in this Agreement shall survive the Closing for a period of twelve (12) months, shall not merge into the Deed to be delivered at the Closing and are deemed to be material to Buyer’s execution of this Agreement and Buyer’s performance of its obligations hereunder.

13. REPRESENTATIONS AND WARRANTIES OF BUYER

13.01 Buyer’s Representations and Warranties.
(a) Buyer hereby makes the following representations, warranties, and covenants which shall also be true as of the Closing:
(i) Buyer has the legal power, right, and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby.
(ii) All requisite action has been taken by Buyer in connection with the entering into of this Agreement, in connection with the execution and delivery of the instruments referenced herein, and the consummation of the transaction contemplated hereby.

This Agreement and all documents in connection herewith that are to be executed and delivered by Buyer have been or will be duly executed and delivered by Buyer. (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right, and actual authority to bind Buyer to the terms and conditions hereof and thereof.
(iv) Buyer’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not result in a default (or an event which, with the giving of notice or the passage of time, would constitute a default) under, any instrument or obligation to which Buyer is a party or by which Buyer is bound, or violate any law, order, writ, injunction, or decree of any court or regulatory agency with jurisdiction over Buyer or require the consent, approval, waiver, or authorization of any third party. 289
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(b) If any of the representatives or warranties by Buyer contained in this Agreement becomes untrue or incorrect, Buyer shall immediately notify Seller thereof, and Buyer shall use good faith efforts to make such representations or warranties true and correct on the Closing Date. If any of the representations or warranties contained in this Agreement are untrue or incorrect on the Closing Date, Seller may (i) terminate this Agreement or (ii) elect to close notwithstanding the failure of such representation or warranty, in which event the Closing shall not be deemed a waiver by Seller of the failure of such representation or warranty and Seller may recover from Buyer any actual damages sustained by Seller, and this Agreement shall remain in full force and effect. Buyer’s representations, covenants and warranties set forth in this Agreement shall survive the Closing for a period of twelve (12) months, shall not merge into the Deed to be delivered at the Closing and are deemed to be material to Seller’s execution of this Agreement and Seller’s performance of its obligations hereunder.

14. CONDITIONS PRECEDENT TO CLOSING

14.01 Buyer’s Conditions Precedent. Buyer’s obligation to close the purchase at the Closing is expressly conditioned upon the following conditions precedent, which conditions may be waived in writing by Buyer, in Buyer’s sole discretion:
(a) The Title Company shall be unconditionally committed to issue to Buyer an ALTA Extended Coverage Title Insurance Policy (the “Title Policy”) which shall: (i) be in the amount of the Purchase Price; (ii) insure fee simple title to the Property vested in Buyer; (iii) include a mechanics’ lien endorsement as may be required by Buyer; and (iv) contain no exceptions other than the Permitted Exceptions.
(b) All of Seller’s representations and warranties as set forth in this Agreement shall be true and correct as of the Closing.
(c) Seller shall have deposited with Escrow Holder the documents required to be deposited by Seller under the terms of this Agreement and shall not be in default in performing Seller’s obligations under this Agreement.
(d) Seller shall have terminated any possessory rights of third parties with respect to the Property, and all lessees, tenants, and occupants of the Property, if any, must have vacated the Property so that sole and exclusive possession of the Property can be provided to Buyer at the Closing. There shall be no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers.
(e) No moratorium as described in Section 10.01 shall have occurred. (f) There shall not have occurred any material adverse change with respect to the Property from the condition existing as of the Effective Date. (g) The Closing and the Adjacent Property Closing shall occur substantially concurrently such that Buyer acquires fee title to the Property and the Adjacent Property, and possession of the Property and the Adjacent Property is delivered to Buyer on the Closing Date.
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If any of the conditions precedent are neither satisfied nor waived by Buyer by the Closing Date, Buyer may, in addition to all other rights and remedies, (a) terminate this Agreement by giving a written notice of termination to Seller, and in such case the Deposit shall be returned to Buyer, and neither Party shall have any further rights, obligations or liabilities under this Agreement other than those that expressly survive termination of this Agreement or (b) continue with the Closing and waive such condition as to the Closing.

14.02 Seller’s Conditions Precedent. Seller’s obligation to close the purchase at the Closing is expressly conditioned upon the following conditions precedent, which conditions may be waived in writing by Seller, in Seller’s sole discretion:
(a) Buyer’s representations and warranties shown above are true as of the Closing.
(b) Buyer must not be in breach or default of any of its material obligations under this Agreement beyond any applicable notice and cure period.

15. NOTICE
Any notice authorized, required, or permitted to be given hereunder shall be addressed to the Party to be notified at the following address, or to such additional, alternate or updated addresses and persons as the Parties may designate by written notice to the other Party:

Seller: City of Oakley
3231 Main Street
Oakley, CA 94561
Attn: Joshua McMurray, City Manager
Telephone: 925-625-7025
Email: [email protected]
With a
copy to:

Brothers Smith LLP
2033 N. Main Street, Ste. 720
Walnut Creek, CA 94596
Attn: Mark V. Isola, Esq.

Telephone No.: 925-944-9700
Fax No.: 925-944-9701
Email: [email protected]
Buyer: D.R. Horton, America’s Builder
3000 Executive Parkway, Suite 100
San Ramon, CA 94583
Attn: Vince McCarrie, Danny O’Connell and Michael Mandell E-Mail Address: [email protected]; [email protected]; [email protected]
With a
copy to:

D.R. Horton, America's Builder (California Region)
2280 Wardlow Circle, Suite 100
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With a
copy to:

With a
copy to:

Corona, CA 92878
Attn: Jonathan R. Smith
E-mail: [email protected]
D.R. Horton, America's Builder (California Region)
2260 Douglas Boulevard, Suite 110
Roseville, CA 95661
Attn: Kristin Hock, Esq.

E-mail: [email protected]
D.R. Horton, America’s Builder (West Region)
11241 Slater Avenue NE, Suite 120
Kirkland, WA 98033
Attn: Matt Farris and Melissa Trunnell, Esq.

E-Mail Address: [email protected]; [email protected] With a
copy to:

D.R. Horton, Inc.
1341 Horton Circle
Arlington, TX 76011
Attention: Mark Karnes, Esq.

E-Mail Address: [email protected]
Escrow
Holder:

First American Title Company
4750 Willow Road, Suite 275
Pleasanton, CA 94588
Attn: Jules Fulop, Sr. Escrow Officer
E-mail: [email protected]
Phone: (925) 201-6603
Any notice delivered by United States mail, postage prepaid, certified mail or registered mail, return receipt requested, by hand delivery or sent by overnight courier shall be deemed received on the date of actual receipt or upon refusal of delivery. Notice given by e-mail shall be deemed received upon transmission unless notice of a failure of transmission is received by the sender. Any address for notice may be changed by ten (10) days prior written notice in the manner provided above.

16. MISCELLANEOUS PROVISIONS

16.01 Survival of Covenants. Any covenant or agreement in this Agreement which contemplates performance after the time of the Closing shall not be deemed to be merged into or waived by the instruments of the respective Closing, but shall expressly survive the Closing and be binding upon the Parties obligated thereby.

16.02 Successors and Assigns. The terms, provisions, warranties, representations, covenants, and agreements contained in this Agreement shall apply to, be binding upon, and inure to the benefit of, the Parties hereto and their respective legal representatives, successors, and assigns. Notwithstanding the foregoing, Seller shall not have the right to assign 292
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this Agreement without Buyer’s prior written approval, but Buyer shall have the right to assign this Agreement, in whole or in part, without Seller’s prior written approval to (i) any party or entity that: (a) is controlled by or is a subsidiary, directly or indirectly, of Buyer or of D.R. Horton, Inc. (“Horton”); (b) controls or is controlled by, directly or indirectly, Buyer or Horton; (c) results from the merger or consolidation with Buyer or Horton; (d) is taking such assignment for financing purposes only, with Buyer remaining responsible for the performance of the obligations under this Agreement (other than the payment of the Purchase Price); or (e) is a limited liability company in which Buyer is the managing member; or (ii) a third party for purposes of land banking or similar arrangement pursuant to which Buyer or its affiliate has the right or option to reacquire and develop the Property (“Landbanker”), provided that any such assignee assumes in writing all of the obligations of Buyer under this Agreement. Buyer shall not have the right to assign this Agreement to any other party or entity without Seller’s prior written approval. Upon an assignment to a Landbanker, Buyer shall be released from its obligations hereunder.

16.03 Parties Cooperation; Additional Escrow Instructions. The Parties will each cooperate with each other, their employees, and agents to facilitate the purchase of the Property by Buyer under the terms and conditions in this Agreement. Buyer and Seller agree to execute any additional escrow instructions not inconsistent with the terms of this Agreement as shall be reasonably required by Escrow Holder. To the extent of any conflict between such additional escrow instructions and this Agreement, this Agreement shall control.

16.04 Governing Law. This Agreement shall be governed and interpreted under the laws of the State of California without regard to its conflict of law rules.

16.05 Section Headings. The section headings used in this Agreement are for reference and convenience purposes only, and shall not be used in the interpretation of this Agreement. Should there be any conflict between any such caption and the provision at the head of which it appears, the provision, and not the caption, shall control and govern in the construction of this Agreement.

16.06 Exhibits and Schedules. All exhibits and schedules attached hereto are incorporated in this Agreement by reference and made a part of this Agreement.

16.07 No Waiver of Future Performance. Failure of Buyer or Seller to insist in any one or more instances upon the performance of any of the covenants, agreements, and/or conditions of this Agreement or to exercise any right or privilege in this Agreement conferred shall not be construed as a waiver of any such covenant or condition.

16.08 Integration; Amendment in Writing. This Agreement contains the entire agreement between the Parties relating to the Property, and neither Party shall be bound by any oral statement or oral or written agreement made prior to or contemporaneous with this Agreement and not included within this Agreement. This Agreement cannot be amended except by written agreement executed by the Parties, including Buyer’s Corporate Approval.

16.09 Survival of Representations. All of the representations, warranties, covenants, and agreements made by Seller and by Buyer shall survive the Closing and shall not be 293
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merged therein for the benefit of Buyer and Seller and their respective legal representatives, successors, and assigns.

16.10 Attorney’s Fees. In the event of any legal proceeding arising out of or relating to this Agreement, including the judicial proceeding arising out of or relating to this Agreement, the prevailing Party, as declared by a court or adjudicatory body with competent jurisdiction over the matter, shall be entitled to recover its reasonable attorneys’ fees and expenses (including expert witness fees) arising from the proceeding. Attorneys’ fees under this Section shall include attorneys’ fees on any appeal and attorney’s fees incurred in any bankruptcy proceedings related to this Agreement. A Party entitled to attorneys’ fees shall be entitled to all other reasonable costs and expense incurred in connection with such action. In addition to the foregoing award of attorneys’ fees to the prevailing Party, the prevailing Party in any lawsuit shall be entitled to its attorneys’ fees incurred in any post-judgment proceedings to collect or enforce the judgment.

16.11 No Partnership or Joint Venture. Nothing contained in this Agreement is intended to create, nor shall it ever be construed to make, Seller and Buyer partners or joint venturers.

16.12 Consent. Any consent requested or required by one Party under the terms of the Agreement shall not be unreasonably withheld or delayed by the other Party hereto unless expressly stated in this Agreement to be at the sole and absolute discretion of such Party, in which case such Party shall have sole and absolute discretion to withhold or delay such consent.

16.13 Severability. The provisions of this Agreement are severable, and if any provision or part hereof or the application thereof to any person or circumstances shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such provisions or part hereof to other persons or circumstances shall not be affected thereby. Notwithstanding the foregoing, the remainder of this Agreement shall not be deemed to remain in effect if there is a material failure of consideration as a result of the severance of any provision of this Agreement.

16.14 Effective Date. The phrase “date of this Agreement”, or “effective date of this Agreement”, or “Effective Date” as used in this Agreement, means the later date of the following: (a) the City Council of Seller takes all necessary action to approve and authorize the execution of this Agreement or (b) Buyer’s Corporate Approval signature on this Agreement.

Seller will promptly notify Buyer of the approval of the Agreement by the City Council of Seller (“Seller Approval Notice”) and within three (3) business days thereafter will deliver an executed copy of the Agreement to Buyer. If Seller does not provide Buyer the Seller Approval Notice within sixty (60) days after the date of Buyer’s Corporate Approval signature on this Agreement, then this Agreement shall be cancelled, void and of no force or effect.

16.15 Dates for Performance; Force Majeure. Any references in this Agreement to time for performance of obligations or elapsed time shall mean consecutive calendar days, months, or years, as applicable, unless otherwise explicitly indicated herein. Should the date for the giving of any notice, the performance of any act, or the beginning or end of any period provided for in this Agreement not fall on a business day, such date shall be extended to the next 294
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succeeding business day. As used herein, “business day” means any day other than the following:
a Saturday, a Sunday, a federal or California state holiday. Whenever any action, notice, approval or disapproval must be given to Escrow Holder and Escrow Holder’s office is closed on the last day for taking such action, then the Parties shall have until 5:00 p.m. on the first following day Escrow Holder’s office is open to take such action. In the event of delay due to Force Majeure, the time periods and deadlines for the giving of any notice, the performance of any act, or the beginning or end of any period provided for in this Agreement (including the Feasibility Period, the Closing Date, and the Outside Closing Date) shall be extended for the period that a Party is delayed as a result of such Force Majeure event; provided, however, the Party claiming delay must provide written notice to the other Party within ten (10) days after obtaining actual knowledge of such delay.

16.16 Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In addition, if any Party uses facsimiletransmitted signed documents, or signed documents which have been electronically scanned and transmitted by email, Escrow Holder and the other Party are authorized to rely upon such documents as if they bore original signatures. The Parties acknowledge and agree that execution of the Notice of Suitability by an authorized officer and execution of this Agreement or any amendment to this Agreement by an authorized officer for the purpose of Corporate Approval may be accomplished by electronic signature utilizing DocuSign or any similar technology.

16.17 Construction of Agreement. The agreements contained herein shall not be construed in favor of or against either Party, but shall be construed as if both Parties prepared this Agreement. Buyer and Seller acknowledge that they have been represented, or have had the opportunity to be represented, by counsel of their own choice. In this Agreement, the masculine, feminine or neuter gender, the singular or plural number shall be deemed to include the other whenever the context so requires, and “shall” and “agrees” are mandatory, and “may” is permissive. The Parties acknowledge, understand and agree that their respective agents and representatives executing this Agreement on behalf of each of the Parties are learned and conversant in the English language, and that the English language shall control the construction, enforcement, governance, interpretation and performance of this Agreement.

16.18 No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the Parties hereto, their respective successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained, this Agreement and any conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the above mentioned Parties, persons and entities, and for the benefit of no other person.

16.19 CORPORATE APPROVAL OF BUYER. NOTWITHSTANDING

ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NEITHER THIS

AGREEMENT NOR ANY AMENDMENT HERETO SHALL BE A VALID AND

ENFORCEABLE OBLIGATION OF BUYER UNLESS THE AGREEMENT OR AMENDMENT IS EXECUTED BY ANY ONE OF DONALD R. HORTON, MICHAEL MURRAY, DAVID AULD, PAUL ROMANOWSKI, J. MATT FARRIS, JONATHAN SMITH OR BILL WHEAT, EACH AN OFFICER OF BUYER.
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EXECUTED by the Parties hereto in multiple copies, each of which shall be deemed to be an original, on the dates set forth below.

SELLER: THE CITY OF OAKLEY, a California
municipal corporation
By:

Name:

Title:

Date of Execution: _____________________
APPROVED AS TO FORM:
_____________________________________
BUYER: D.R. HORTON BAY, INC., a Delaware
corporation
By:

Vince McCarrie, Vice President
Date of Execution: _____________________
BUYER’S
CORPORATE APPROVAL:

By:

Name:________________________________
Title:

As an Officer of Buyer and Not In
His/Her Individual Capacity
Date of Execution: _____________________
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ACKNOWLEDGEMENT OF ESCROW HOLDER:

First American Title Company
By:

Jules Fulop, Senior Escrow Officer
Date of Receipt: _________________
EXHIBITS:

EXHIBIT A: Legal Description of the Property
EXHIBIT B: Memorandum of Agreement
EXHIBIT C: Grant Deed
EXHIBIT D: General Assignment
EXHIBIT E: Affordable Housing Covenant
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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
Real property in the City of Oakley, County of Contra Costa, State of California, described as follows:

BEING A PORTION OF THAT CERTAIN PARCEL OF LAND GRANTED TO BRUCE R. BURROUGHS AND BARBARA M. BURROUGHS, TRUSTEES OF THE B & B BURROUGHS REVOCABLE TRUST UNDER INSTRUMENT DATED JUNE 16, 1994, BY DEED RECORDED JANUARY 26, 1995, IN SERIES NO. 95-13407

OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST ONE-QUARTER CORNER OF SECTION 29, TOWNSHIP 2 NORTH, RANGE 3 EAST, MOUNT DIABLO MERIDIAN;

THENCE, FROM SAID POINT OF COMMENCEMENT, ALONG THE MID-SECTION LINE OF SAID SECTION 29, NORTH 89°15'39" WEST 210.32 FEET;
THENCE, LEAVING SAID MID-SECTION LINE, NORTH 00°44'21" EAST 30.00 FEET TO A POINT ON THE NORTHERN LINE OF CYPRESS ROAD AND TO THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE, FROM SAID POINT OF BEGINNING, ALONG SAID NORTHERN LINE, NORTH 89°15'39" WEST 1856.90 FEET;
THENCE, LEAVING SAID NORTHERN LINE, NORTH 00°44'21" EAST 1124.07 FEET TO A POINT ON THE

SOUTHWESTERN LINE OF THAT CERTAIN PARCEL LAND GRANTED TO CONTRA COSTA WATER DISTRICT BY DEED RECORDED MARCH 9, 1940, IN BOOK 539 OF OFFICIAL RECORDS AT PAGE 218, IN SAID OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA COUNTY; THENCE, ALONG SAID SOUTHWESTERN LINE, THE FOLLOWING THREE (3) COURSES:
1) SOUTH 62°13'01" EAST 1616.42 FEET,
2) ALONG THE ARC OF A TANGENT 470.00 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 18°22'00", AN ARC DISTANCE OF 150.66 FEET, AND 3) SOUTH 43°51'01" EAST 421.92 FEET TO SAID POINT OF BEGINNING.

EXCEPTING THEREFROM:

1. AN UNDIVIDED 16/33 INTEREST IN ALL OIL, GAS, MINERALS, AND HYDROCARBONS AS RESERVED IN THE DEED FROM ERNEST C. BURROUGHS AND MARY LOO BURROUGHS RECORDED MAY 21, 1984, BOOK 11798, PAGE 982, SUBJECT TO THE INTEREST DESCRIBED IN THE MINERAL POOLING AGREEMENT RECORDED APRIL 27, 1964, BOOK 4604, PAGE 338.

THE INTEREST IN AND TO THE SURFACE OF THE LAND AND TO A DEPTH OF 500 FEET THEREUNDER HAS BEEN RELINQUISHED BY GRANT DEED (SURFACE RIGHTS) RECORDED OCTOBER 31, 2003 AS INSTRUMENT NO. 2003-540677 OF OFFICIAL RECORDS.

2. RIGHTS GRANTED IN THE DEED TO ERNEST C. AND MARY LOO BURROUGHS, TRUSTEES OF THE BURROUGHS REVOCABLE TRUST, UNDER AGREEMENT DATED NOVEMBER 16, 1982 RECORDED AUGUST 22, 2003 AS INSTRUMENT NO. 2003-418732 OF OFFICIAL RECORDS AS FOLLOWS:

AN UNDIVIDED 16/33 INTEREST IN ALL OIL, GAS, MINERALS AND HYDROCARBONS, SUBJECT TO THE 298
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110421 40DE-324436
INTEREST DESCRIBED IN THE MINERAL POOLING AGREEMENT RECORDED SEPTEMBER 28, 1962, BOOK 4212, PAGE 144 AND AMENDED MINERAL POOLING AGREEMENT RECORDED APRIL 27, 1964, BOOK 4604, PAGE 338, OFFICIAL RECORDS.

THE INTEREST IN AND TO THE SURFACE OF THE LAND AND TO A DEPTH OF 500 FEET THEREUNDER HAS BEEN RELINQUISHED BY GRANT DEED (SURFACE RIGHTS) RECORDED OCTOBER 31, 2003 AS INSTRUMENT NO. 2003-540677 OF OFFICIAL RECORDS.

3. MINERAL RIGHTS AS DESCRIBED AND GRANTED IN THE GRANT DEED EXECUTED BY ERNEST C.

BURROUGHS, ET AL, TO ERNEST C. BURROUGHS, ET AL RECORDED OCTOBER 31, 2003 AS INSTRUMENT NO. 2003-0540678 OFFICIAL RECORDS.

APN: 032-081-025-2
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EXHIBIT B
Memorandum of Agreement
WHEN RECORDED MAIL TO: |
|
|
D.R. Horton, America’s Builder |
3000 Executive Parkway, Suite 100 |
San Ramon, CA 94583 |
Attention: Michael Mandell, Esq. |
|
|
Above space for recorder’s use

MEMORANDUM OF PURCHASE AND SALE AGREEMENT

THIS MEMORANDUM OF PURCHASE AND SALE AGREEMENT
(“Memorandum”) is made as of the date of recordation hereof, between THE CITY OF OAKLEY, a California municipal corporation (“Seller”), and D.R. HORTON BAY, INC., a Delaware corporation (“Buyer”), who agree as follows:

RECITALS
A. Seller is the owner of the real property located in the City of Oakley (the “City”), Contra Costa County (the “County”), California, as more particularly described in Exhibit 1 (“Property”).

B. Seller and Buyer have entered into that certain Purchase and Sale Agreement (“Agreement”) with respect to the sale of the Property, upon and subject to the provisions and conditions set forth in the Agreement. The Agreement is incorporated in this Memorandum by this reference.

C. Seller and Buyer desire to execute this Memorandum and cause the same to be recorded in the Official Records for the purpose of memorializing the Agreement and to provide third parties with notice of the Agreement.

AGREEMENT

1. Pursuant to the Agreement and this Memorandum, Seller hereby agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property, upon and subject to the provisions and conditions set forth in the Agreement, as the same may be amended from time to time.

Pursuant to the Agreement, Seller may not knowingly place or allow any additional deed of trust, lien, encumbrance or other exception to title to the Property.

2. This Memorandum is being recorded to provide notice to any and all subsequent interests in the Property of the rights and obligations of the parties to the Agreement and is not intended to modify or change the provisions of the Agreement. To the extent of any inconsistency 300
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between the Agreement and this Memorandum, the Agreement shall control. This Memorandum shall inure to the benefit of and shall be binding upon Buyer and Seller and their respective successors and assigns.

3. Upon the recordation of a grant deed executed and acknowledged by Seller that conveys all or a portion of the Property to Buyer, this Memorandum shall automatically terminate with respect to such portion of the Property (but shall remain in effect with respect to any portion of the Property that has not been conveyed to Buyer).

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

SELLER: THE CITY OF OAKLEY, a California municipal
corporation
By:

Name:

Title:

BUYER:

D.R. HORTON BAY, INC.,
a Delaware corporation
By:

Name:

Title:
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110421 40DE-324436
EXHIBIT 1
to the Memorandum of Agreement
Legal Description of the Property
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of ______________ )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
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EXHIBIT C

GRANT DEED

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL

THIS GRANT DEED AND ALL
TAX STATEMENTS TO:

D.R. Horton
3000 Executive Parkway, Suite 100
San Ramon, CA 94583
Attn: Michael Mandell, Esq.
(Above Space for Recorder’s Use Only)
APN:

GRANT DEED
The undersigned grantor declares:

Documentary transfer tax is $________________
(X) computed on full value of property conveyed, or
( ) computed on full value, less value of liens and encumbrances remaining at time of sale.

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF OAKLEY, a California municipal corporation (“Grantor”), hereby GRANTS to D.R.

HORTON BAY, INC., a Delaware corporation, the following described real property (the “Property”) located in the City of Oakley, Contra Costa County, State of California:

SEE EXHIBIT ”1” ATTACHED HERETO AND INCORPORATED

HEREIN BY THIS REFERENCE
Signature Appears on the Following Page
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110421 40DE-324436
IN WITNESS WHEREOF, Grantor has caused this Grant Deed to be executed as of the ___ day of _____________, _______.

GRANTOR:

THE CITY OF OAKLEY, a California municipal corporation
By:

Name:

Title:
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EXHIBIT “1” to GRANT DEED
Legal Description of the Property
[To be attached]
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110421 40DE-324436

EXHIBIT D
General Assignment
THIS GENERAL ASSIGNMENT AGREEMENT (“Assignment”), is made as of the ______ day of __________, _____, by and between THE CITY OF OAKLEY, a California municipal corporation (“Assignor”) and D.R. HORTON BAY, INC., a Delaware corporation (“Assignee”).

W I T N E S E T H:

Assignor has sold to Assignee the real property in the City of Oakley, California, as are more particularly described in Schedule 1 attached hereto (“Property”). Assignor desires to transfer to Assignee, and Assignee desires to acquire from Assignor, all of Assignor’s rights, privileges and easements appurtenant to the Property (the “Appurtenances”), and all improvements thereon (the “Improvements”). The Property, the Appurtenances and the Improvements are hereinafter referred to collectively as the “Real Property.” The Real Property is being conveyed by Assignor to Assignee pursuant to a grant deed (“Grant Deed”) of or about even date herewith.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Assignor hereby grants, assigns, transfers, conveys and delivers to Assignee any and all of Assignor’s right, title, interest, benefits and privileges that Assignor possesses in and to the following (collectively, the “Rights”):
(a) All contract rights, warranties, guaranties and licenses which benefit the Real Property;
(b) all contractual and statutory indemnities and warranties received by Assignor from third parties relating to the Property, including utility and other service providers, engineers, architects, consultants, contractors and subcontractors, and the associated rights and remedies, including indemnification rights, under any contract Assignor may have with any engineers, architects, consultants, contractors, and subcontractors for claims related to the Property;
(c) All soils tests, appraisals, engineering, seismic and geological reports and similar materials relating to any or all of the Real Property; (d) All governmental entitlements (including, but not limited to, all environmental impact reports, negative declarations, map approvals, conditional use permits, building permits and certificates of occupancy for the Improvements), approvals, permissions, environmental clearances, authority to subdivide the Property, rights, licenses, permits and any prepaid impact fees attributed to the Property that relate to all or any of the Real Property; and (e) All general intangibles relating to the development or use of the Real Property, including, without limitation, all names under which or by which the Real Property or 307
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110421 40DE-324436
any portion thereof may at any time be operated or known, all rights to carry on business under any such names or any variant thereof, all trademarks and goodwill in any way relating to the Real Property and all plans, designs and specifications relating to the design of the residences and other improvements planned to be constructed on the Property.

2. Assignor hereby represents and warrants to Assignee that, effective as of the date of recordation of the Grant Deed, (i) Assignor has not assigned, sold, mortgaged, pledged or otherwise transferred all or any of Assignor’s right, title or interest in or to any of the Rights to any party other than Assignee and (ii) Assignor owns the Rights free and clear from any and all liens, encumbrances and security interests.

3. This Assignment shall be binding upon and inure to the benefit of the successors, assigns, and legal representatives.

4. In the event of the bringing of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of the other party arising out of this Assignment, then in that event the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including reasonable attorneys’ fees.

5. This Assignment shall be governed by, interpreted under, and enforced and construed in accordance with the laws of the State of California.

6. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this instrument as of the date first hereinabove written.

ASSIGNOR: THE CITY OF OAKLEY, a California municipal
corporation
By:

Name:

Title:

ASSIGNEE: D.R. HORTON BAY, INC.,
a Delaware corporation
By:

Name:

Title:
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SCHEDULE 1

LEGAL DESCRIPTION OF THE PROPERTY
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110421 40DE-324436
No fee for recording pursuant to SPACE ABOVE THIS LINE
Government Code § 27383 FOR RECORDING USE

AFFORDABLE HOUSING COVENANT AND AGREEMENT AND

DECLARATION OF RESTRICTIONS
(Restrictive Covenant Required by the Surplus Land Act, Government Code § 54233)

THIS AFFORDABLE HOUSING COVENANT AND AGREEMENT AND
DECLARATION OF RESTRICTIONS is made and entered into this day of , , by and between the CITY OF OAKLEY, a California municipal corporation (“City”), and D.R. Horton Bay, Inc. (“Developer”), with reference to the following facts.

A. City is the fee owner of that certain real property identified as Assessor’s Parcel Number______________________(the “Property”) situated in the City of Oakley, County of Contra Costa, State of California, as described in Exhibit “A,” attached hereto and incorporated herein.

B. On ____________________, the City Council of the City of Oakley adopted Resolution No.__________ declaring the Property as surplus.

C. City has since satisfied all requirements set forth in the Surplus Land Act, California Government Code § 54222 et seq.

D. Developer is now acquiring the Property from the City pursuant to a Purchase and Sale Agreement, executed between the parties and dated as of .

E. Parties now desire to record this Affordable Housing Covenant and Agreement and Declaration of Restrictions (“Covenant”) pursuant to California Government Code § 54233, so that in the event ten (10) or more residential units are developed on the Property, not less than fifteen percent WHEN RECORDED MAIL TO:

City Manager
The City of Oakley
3231 Main Street
Oakley, CA 94561
APNs: ______________

EXHIBIT E
310
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110421 40DE-324436
(15%) of the total number of residential units developed on the Property shall be sold or rented at affordable housing cost.

NOW, THEREFORE, incorporating the above facts and for the purpose set forth above, the Developer hereby covenants and agrees with the City and acknowledges as follows:

1. If ten (10) or more residential units are developed on the Property, not less than fifteen percent (15%) percent of the total number of residential units (“Project Units”) developed on the property shall be sold or rented at affordable housing cost (“Restricted Project Units”), as defined in California Health and Safety Code § 50052.5, or affordable rent, as defined in of the California Health and Safety Code § 50053, to lower income households, as defined in of the California Health and Safety Code § 50079.5.

2. If the Project Units are rental housing, Restricted Project Units shall remain affordable to and occupied by lower income households for a period of fifty-five (55) years.

3. If Project Units are for home ownership, Restricted Project Units shall remain affordable to and occupied by lower income households for a period of forty-five (45) years. The initial occupants of all such Restricted Project Units shall be lower income households, and Restricted Project Units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of 65915 of the California Government Code.

4. These requirements shall be covenants or restrictions running with the land and shall be enforceable against any owner who violates a covenant or restriction and each successor-in-interest who continues the violation by any of the entities described in subdivisions (a) to (f), inclusive, of California Government Code § 54222.5.

5. The terms of this Covenant may be enforced by the City and its successors or assigns. Should the City bring an action to enforce the terms of this Covenant, the prevailing party shall be entitled to reasonable attorneys’ fees, expert witness fees, and reasonable costs of suit.

IN WITNESS WHEREOF, the parties have caused this Covenant to be executed as of the day and year first written above.

THE CITY OF OAKLEY, a California
municipal corporation
By: By:

Name: Name:

Title: Title:

D.R. HORTON BAY, INC.,
a Delaware corporation
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110421 40DE-324436
ATTESTED TO:

By:

Name:

Title:

APPROVED AS TO FORM
By:

Deputy City Attorney
312
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110421 40DE-324

STATE OF CALIFORNIA )
)SS

COUNTY OF CONTRA COSTA )
On , before me, ,
personally appeared who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Notary Signature
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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. 313
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110421 40DE-324

STATE OF CALIFORNIA )
)SS

COUNTY OF CONTRA COSTA )
On , before me, ,
personally appeared who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Notary Signature
314
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110421 40DEEXHIBIT “A”

LEGAL DESCRIPTION
315
1 LICENSE AND RIGHT OF ENTRY AGREEMENT
This License and Right of Entry Agreement (“Agreement”) is dated for reference purposes as of February 17, 2022 by and between THE CITY OF OAKLEY, a California municipal corporation (“Licensor”), and D.R. Horton BAY, Inc., a Delaware corporation (“Licensee”). The “Effective Date” of this Agreement shall be the date the last party hereto executes this Agreement (including Licensee’s corporate approval).

Recitals
A. Licensor is the owner of that real property containing approximately 27.0 acres located at the northeast corner of E. Cypress Rd. and Knightsen Avenue, in the City of Oakley, Contra Costa County, California, APN 032-081-025, as more particularly described on Exhibit A attached hereto (“Property”).

B. Licensee desires to enter upon the Property for the purpose of conducting a feasibility study of the Property at its expense, including inspections, investigations, studies and tests of the Property, and including any Phase I and Phase II environmental site assessments (“Permitted Uses”).

Agreement
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Grant of License. Licensor hereby grants to Licensee including Licensee’s agents, employees, contractors, subcontractors and consultants (collectively, the “Licensee Parties”) a temporary license (“License”) to enter upon and use the Property for the Permitted Uses.

2. License Term. The term of the License (“License Term”) shall commence on the Effective Date and shall terminate on the date that is the earlier of (i) 45 days after the Effective Date; (ii) full execution of a purchase and sale agreement for the Property between Licensee and Licensor; or (iii) upon written notice of termination by either party.

3. Licensee’s Activities. In conducting the Permitted Uses, the Licensee Parties shall (a) not unreasonably interfere with the operation, use, and maintenance of the Property, (b) not permit any liens to attach to the Property by reason of the Licensee Parties’ exercise of the rights under this Agreement, (c) restore any damage to the Property caused by the Licensee Parties, and (d) not conduct any invasive testing without the prior consent of Licensor.

4. No Interference. Licensor shall not interfere with Licensee’s use of the License or entry upon the Property for the Permitted Uses.

5. Insurance. Throughout the License Term and prior to any entry upon the Property by the Licensee Parties, Licensee shall obtain and maintain commercial general liability insurance written on an occurrence basis, with aggregate limits and per occurrence limits of at least Two Million Dollars ($2,000,000) and that names Licensor as additional insured with respect to any loss, damage, or injury that may occur as a result of the Licensee Parties’ entry upon the Property.

6. Indemnity. Licensee agrees to indemnify, defend, and hold Licensor free and harmless from and against any and all damages, claims, losses, liabilities, causes of action, 316
2 proceedings, costs, and expenses (including reasonable attorneys’ fees) to the extent caused by any such activities of the Licensee Parties upon or about the Property; provided, however, the foregoing indemnity, defense, and hold harmless obligations shall not extend to liability arising from (a) the acts or omissions of Licensor, or its agents, consultants, contractors, or tenants, (b) any diminution in value of the Property arising from or relating to any matters discovered by the Licensee Parties, or (c) the discovery (but not negligent exacerbation) by Licensee Parties of preexisting physical conditions on the Property. The provisions of this Section 6 shall survive the termination of this Agreement and License Term for a period of one (1) year.

7. Notices. Any and all notices, demands or other communications given hereunder shall be deemed sufficiently given or rendered only if in writing and shall be deemed to have been duly given or made (i) upon delivery, if hand delivered; (ii) one (1) business day after being sent by prepaid overnight courier with guaranteed delivery, with a record of receipt, or (iii) upon confirmation of transmission if sent by e-mail, to the parties at the following addresses (or at such other addresses as shall be specified by the parties by like notice):

If to Licensee: D.R. Horton, America’s Builder
3000 Executive Parkway, Suite 100
San Ramon, CA 94583
Attn: Vince McCarrie and Michael Mandell
E-Mail Address: [email protected];
[email protected]
With a copy to: D.R. Horton, America’s Builder – West Region 11241 Slater Avenue NE, Suite 120
Kirkland, WA 98033
Attn: Matt Farris, Melissa Trunnell and Kristin Hock
E-Mail Address: [email protected]; [email protected]; [email protected]
With a copy to: D.R. Horton, Inc.
1341 Horton Circle
Arlington, TX 76011
Attn: Ted I. Harbour, Esq. and Mark Karnes, Esq.

E-Mail Address: [email protected]
E-Mail Address: [email protected]
If to Licensor: City of Oakley
3231 Main Street
Oakley, CA 94561
Attn: Joshua McMurray, City Manager
Telephone: 925-625-7025
Email: [email protected]
With a copy to: Brothers Smith LLP
2033 N. Main Street, Ste. 720
Walnut Creek, CA 94596
Attn: Mark V. Isola, Esq.

Telephone No.: 925-944-9700
Fax No.: 925-944-9701
Email: [email protected]
317
3 8. General Provisions.

8.1 Attorneys' Fees. If any legal action or proceeding arising out of or relating to this Agreement is brought by either party to this Agreement, the prevailing party shall be entitled to receive from the other party, in addition to any other relief that may be granted, the reasonable attorneys' fees, costs, and expenses incurred in the action or proceeding by the prevailing party.

8.2 Governing Law; Amendment; Construction. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of California. Any modification of this License must be in writing and signed by both parties.

8.3 Entire Agreement. The foregoing recitals and the exhibits attached hereto are incorporated into this Agreement by this reference, and together constitute the entire agreement pertaining to the subject matter hereof, and are the final, complete and exclusive expression of the terms and conditions hereof. All prior negotiations and agreements, whether written or oral, are intended to be replaced in total by this Agreement. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it.

8.4 Severability. If any term or provision of this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement shall not be affected.

8.5 Waiver. A waiver or breach of a covenant or provision in this Agreement shall not be deemed a waiver of any other covenant or provision in this Agreement, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act.

8.6 Authority. Each individual executing this Agreement on behalf of a corporation or other legal entity represents and warrants that: (a) he or she is duly authorized to execute and deliver this Agreement on behalf of said corporation or other legal entity in accordance with and without violating the provisions of its governing documents, and (b) this Agreement is binding upon and enforceable against said corporation or other legal entity in accordance with its terms.

8.7 Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Photocopied and electronic signatures shall be enforceable as though they are originals. To facilitate execution of this Agreement, the parties may execute and exchange facsimile or electronic counterparts of the originally executed signature pages, and facsimile or electronic counterparts shall serve as originals. The parties acknowledge and agree that execution of this Agreement may be accomplished by electronic signature utilizing DocuSign or any similar technology.

8.8 CORPORATE APPROVAL OF LICENSEE. NOTWITHSTANDING

ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NEITHER THIS

AGREEMENT NOR ANY AMENDMENT HERETO SHALL BE A VALID AND ENFORCEABLE

OBLIGATION OF LICENSEE UNLESS THE AGREEMENT OR AMENDMENT IS EXECUTED BY ANY ONE OF DONALD R. HORTON, MICHAEL MURRAY, DAVID AULD, PAUL ROMANOWSKI, J. MATT FARRIS, JONATHAN SMITH OR BILL WHEAT, EACH AN OFFICER 318
4 OF LICENSEE, WITHIN TEN (10) BUSINESS DAYS OF THE EXECUTION OF THIS AGREEMENT OR SUCH AMENDMENT BY LICENSEE AND LICENSOR’S
REPRESENTATIVES.

IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement as of the last date set forth below.

THE CITY OF OAKLEY
a California municipal corporation
By: _______________________________
Name: ____________________________
Its: _______________________________
Date: _____________________________
D.R. HORTON BAY, INC.
a Delaware corporation
By: _______________________________
Name: ____________________________
Its: _______________________________
Date: _____________________________
Licensee’s Corporate Approval:

Executed as an officer of D.R. HORTON BAY,
Inc., and not in his individual capacity:

By: _______________________________
Name: ____________________________
Its: _______________________________
Date: _____________________________
319
5 EXHIBIT A
Real property in the City of Oakley, County of Contra Costa, State of California, described as follows:

BEING A PORTION OF THAT CERTAIN PARCEL OF LAND GRANTED TO BRUCE R. BURROUGHS AND BARBARA M. BURROUGHS, TRUSTEES OF THE B & B BURROUGHS REVOCABLE TRUST UNDER INSTRUMENT DATED JUNE 16, 1994, BY DEED RECORDED JANUARY 26, 1995, IN SERIES NO. 95-13407

OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST ONE-QUARTER CORNER OF SECTION 29, TOWNSHIP 2 NORTH, RANGE 3 EAST, MOUNT DIABLO MERIDIAN;

THENCE, FROM SAID POINT OF COMMENCEMENT, ALONG THE MID-SECTION LINE OF SAID SECTION 29, NORTH 89°15'39" WEST 210.32 FEET;
THENCE, LEAVING SAID MID-SECTION LINE, NORTH 00°44'21" EAST 30.00 FEET TO A POINT ON THE NORTHERN LINE OF CYPRESS ROAD AND TO THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE, FROM SAID POINT OF BEGINNING, ALONG SAID NORTHERN LINE, NORTH 89°15'39" WEST 1856.90 FEET;
THENCE, LEAVING SAID NORTHERN LINE, NORTH 00°44'21" EAST 1124.07 FEET TO A POINT ON THE

SOUTHWESTERN LINE OF THAT CERTAIN PARCEL LAND GRANTED TO CONTRA COSTA WATER DISTRICT BY DEED RECORDED MARCH 9, 1940, IN BOOK 539 OF OFFICIAL RECORDS AT PAGE 218, IN SAID OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA COUNTY; THENCE, ALONG SAID SOUTHWESTERN LINE, THE FOLLOWING THREE (3) COURSES:
1) SOUTH 62°13'01" EAST 1616.42 FEET,
2) ALONG THE ARC OF A TANGENT 470.00 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 18°22'00", AN ARC DISTANCE OF 150.66 FEET, AND 3) SOUTH 43°51'01" EAST 421.92 FEET TO SAID POINT OF BEGINNING.

EXCEPTING THEREFROM:

1. AN UNDIVIDED 16/33 INTEREST IN ALL OIL, GAS, MINERALS, AND HYDROCARBONS AS RESERVED IN THE DEED FROM ERNEST C. BURROUGHS AND MARY LOO BURROUGHS RECORDED MAY 21, 1984, BOOK 11798, PAGE 982, SUBJECT TO THE INTEREST DESCRIBED IN THE MINERAL POOLING AGREEMENT RECORDED APRIL 27, 1964, BOOK 4604, PAGE 338.

THE INTEREST IN AND TO THE SURFACE OF THE LAND AND TO A DEPTH OF 500 FEET THEREUNDER HAS BEEN RELINQUISHED BY GRANT DEED (SURFACE RIGHTS) RECORDED OCTOBER 31, 2003 AS INSTRUMENT NO. 2003-540677 OF OFFICIAL RECORDS.

2. RIGHTS GRANTED IN THE DEED TO ERNEST C. AND MARY LOO BURROUGHS, TRUSTEES OF THE BURROUGHS REVOCABLE TRUST, UNDER AGREEMENT DATED NOVEMBER 16, 1982 RECORDED AUGUST 22, 2003 AS INSTRUMENT NO. 2003-418732 OF OFFICIAL RECORDS AS FOLLOWS:

AN UNDIVIDED 16/33 INTEREST IN ALL OIL, GAS, MINERALS AND HYDROCARBONS, SUBJECT TO THE INTEREST DESCRIBED IN THE MINERAL POOLING AGREEMENT RECORDED SEPTEMBER 28, 1962, BOOK 4212, PAGE 144 AND AMENDED MINERAL POOLING AGREEMENT RECORDED APRIL 27, 1964, BOOK 320
6 4604, PAGE 338, OFFICIAL RECORDS.

THE INTEREST IN AND TO THE SURFACE OF THE LAND AND TO A DEPTH OF 500 FEET THEREUNDER HAS BEEN RELINQUISHED BY GRANT DEED (SURFACE RIGHTS) RECORDED OCTOBER 31, 2003 AS INSTRUMENT NO. 2003-540677 OF OFFICIAL RECORDS.

3. MINERAL RIGHTS AS DESCRIBED AND GRANTED IN THE GRANT DEED EXECUTED BY ERNEST C.

BURROUGHS, ET AL, TO ERNEST C. BURROUGHS, ET AL RECORDED OCTOBER 31, 2003 AS INSTRUMENT NO. 2003-0540678 OFFICIAL RECORDS.

APN: 032-081-025-2
321
DATE: March 8, 2022
TO: Joshua McMurray, City Manager
FROM: Libby Vreonis, City Clerk
SUBJECT: Adopt a Resolution Establishing a Proclamation Policy ______________________________________________________________________ Background and Analysis
During the City Council meeting held February 8, 2022, the Council discussed a proclamation policy and directed staff to bring back a draft policy for consideration. A proclamation policy will provide guidance for the Council, staff and public for proclamation requests. Staff researched policies of other cities in Contra Costa County and recommends consideration of the attached policy developed with components of these policies.

The proposed policy allows the Mayor to approve proclamations that the Council may adopt here as an attached list to this policy. The attached list includes proclamations that have been previously presented by the Mayor on behalf of the City Council. If the list is approved as part of this policy, the Mayor may issue these proclamations on behalf of the City Council without further approval by the City Council. Proclamations requested that are not included on the attached list may be brought forth to the City Council for consideration and if approved, would automatically be added to the approved list without further City Council action. Proclamations specifically promoting religious, racial, ethnic or sexual orientation issues will not be considered.

This policy may be revised at any time at the request of at least two members of the City Council as a future agenda item.

The proposed policy requires for a proclamation request to be submitted in writing, on a standard application, to provide general information regarding the reason for the request, contact information for the requestor and details regarding when and how it is to be presented, i.e., during a City Council meeting, mailed, picked up, etc. The application will provide more efficiency with processing requests for proclamations on the approved list.

The Office of the City Clerk will receive requests and present them to the Mayor for approval if on the approved list or will place on the next available agenda for approval by the City Council if

STAFF REPORT
Approved and Forwarded to the City Council
322
not on the approved list. In either case, approval by the City Manager or his/her designee will be obtained if the proclamation is being requested for a specific date.

Fiscal Impact
Staff anticipates the policy will provide more efficiency for processing proclamation requests for proclamations on the approved list. Additional staff time will be required to prepare proclamation requests for Council approval for proclamations not on the approved list.

Staff Recommendation
Adopt a Resolution Establishing a Proclamation Policy and Approved Proclamation List.

Attachments

1. City of Oakley Proclamation Policy

2. Approved Proclamation List

3. Resolution to Adopt the City of Oakley Proclamation Policy and Approved Proclamation List 323

CITY OF OAKLEY

PROCLAMATION POLICY

PURPOSE
The purpose of this policy is to establish guidelines for the issuance of proclamations.

POLICY
Proclamations are public announcements or recognitions directing attention to local residents, organizations or events. Proclamations are not statements of policy.

Proclamations specifically promoting religious, racial, ethnic or sexual orientation issues will not be considered. The Mayor, without formal action of the City Council, may issue proclamations on behalf of the City Council that adhere to these guidelines and are among the proclamations approved on the attached list. Proclamations can be sent to the requestor or presented at a City Council meeting as arranged with the requesting body and at the Mayor’s discretion. Proclamations not included on the attached list may be submitted and brought forth to the City Council for consideration. Proclamations approved by the City Council are authorized to be added to the approved list without further City Council action.

INFORMATION REQUIRED
A brief history of the organization or a description of the purpose, goals, motto or theme of the event is required to complete the proclamation. If funds are to be raised, who will benefit from the event, and what will take place during the time of celebration/recognition, including dates and times, are required to be included.

WRITTEN REQUEST
Requests for proclamations must be submitted in writing by the requestor on the standard application. Requests received will be administered by the Office of the City 324
Clerk and must be approved by the Mayor if among the proclamations on the approved list, or approved by the City Council if not on the approved list. Submission of a request does not guarantee the issuance of a proclamation.

Draft proclamations are encouraged to be submitted with the application to expedite the process.

Only one proclamation will be issued per event.

PRESENTATION OF PROCLAMATION
The person or organization requesting the proclamation must specify whether the proclamation is to be mailed, held for pick-up, or presented during a City Council meeting. Offsite presentations of proclamations are not typical and are at the Mayor’s discretion. Presentation at a specific City Council meeting is not guaranteed and must be approved in advance by the City Manager or his/her designee. 325

Approved Proclamation List
January
Human Trafficking Awareness Month
National Blood Donor Month-Red Cross
School Choice Week
February
Sutter Delta Medical Center Day
March
Arbor Week
Girl Scouts Make the World a Better Place Week
Girl Scout Week
Meals on Wheels-March for Meals
Multiple Sclerosis Awareness Week
Prescription Drug Abuse Awareness Month
Red Cross Month
Rosie the Riveter Day
Women’s History Month
326

April
Alcohol Awareness Month
Child Abuse Prevention Month
Children’s Memorial Day
Days of Remembrance (Holocaust)
Difference Makers International Day
Earth Day
Fair Housing Month
National Autism Awareness Month
National Gardening Month
National Library Week
National Service Recognition Day
National Volunteer Week
Sexual Assault Awareness Month
Week of the Young Child
West Nile Virus and Mosquito & Vector Control Awareness Week May
Building Safety Month
Contra Costa Fair Week
Emergency Medical Service Week
Global Love Day
Law Day
Loyalty Day
Lupus Awareness Month
Mental Health Month
Motorcycle Awareness Month
Municipal Clerks Week
327

National Association of Insurance Women Week
National Police Week
National Safe Boating Week
National Teachers Day / The Day of the Teacher
Public Works Week
Reading Festival Weekend
Science Week
Silver Star (Banner) Day
Special Districts Week
Wellness City Challenge
June
Affordable Housing Week
CA Safe Digging Month
Elder & Dependent Adult Abuse Awareness Month
Immigrant Heritage Month
National Cancer Survivors Day-Quest for a Cure
Relay for Life on the Delta and Paint the Town Purple Day July
Muscular Dystrophy Day
Parks & Recreation Month
August
National Night Out
Never Give Up Day
328

September
CA Coastal Cleanup Day
Childhood Cancer Awareness Month
Constitution Week
Falls Prevention Awareness Week
Library Card Sign Up Month
Life Insurance Awareness Month
National Preparedness Month
Patriot Day (recognizing 9/11/2001)
Pedestrian Safety Month
School’s Open-Drive Carefully campaign
Suicide Prevention & Action Month
October
Annual East County Hunger Walk
Breast Cancer Awareness Month
CA Farmer / Farmworker Month
Contra Costa Child Care Council Day
Domestic Violence Awareness Month
Family History Month
Fire Prevention Week
Freedom from Workplace Bullies Week
Make-a-Wish Day
National Friends of Libraries Week
Red Ribbon Week (drug prevention)
Teen Read Week
329

November
Bells of Peace-WWI Armistice Remembrance (11/11, 11a.m.) Epilepsy Awareness Month
Law Enforcement Records & Support Personnel Appreciation Day National French Language Week
National Homeless Awareness Month
National Radiologic Technology Week
United Against Hate Week
December
National Pearl Harbor Remembrance Day
Miscellaneous
100th Birthday celebration of Oakley resident
5-1-1 Contra Costa program
Ad-Hoc committee member service
Armed Forces service recognition
Artist of the Year
Cesar Chavez East County Educator Award
Citizenship award
Community Service recognition
Contra Costa Board of Supervisors service
Contra Costa Commission for Women Hall of Fame inductees Contra Costa Community Awareness Emergency Response (CAER) Shelter in Place Distinguished Schools
Eagle Scout recognition
Earn It! Keep It! Save It! Programs & Volunteers service recognition Girl Scout Gold Award
330

Girl Scout of USA anniversary
It’s a Girl Thing-Award of Excellence
Library Anniversary
LUHSD Athletic Hall of Fame inductees
LUHSD Graduates of Distinction
Mayor for Year of Service
Mt. Diablo Habitat for Humanity recognition
National Wildlife Federation’s “Mayors’ Monarch Pledge” Oakley Youth Advisory Committee service
Outstanding Academic Achievement
Outgoing City staff (Chief of Police, City Clerk, City Manager) Outgoing Councilmember
Outgoing General Manager-Special District
Patriot Guard Riders service
Planning Commissioner service
Playful City USA
Police Officer recognition for life-saving action
Postmaster of City of Oakley service
Retiring K-9 service dog
Retiring school superintendent
Retiring school board member
Special District Anniversary
Sports Team accomplishments (on and off field success)
Tri-Delta Transit Anniversary
Youth Vote 2000
331
RESOLUTION NO. _________-22

RESOLUTION OF THE OAKLEY CITY COUNCIL ADOPTING THE CITY OF

OAKLEY PROCLAMATION POLICY AND APPROVED PROCLAMATION LIST BE IT RESOLVED by the City Council of the City of Oakley that the attached City of Oakley Proclamation Policy and Approved Proclamation List are hereby approved.

The foregoing resolution was introduced at a regular meeting of the Oakley City Council held on the 8th day of March, 2022, by Councilmember _________________, who moved its adoption, which motion being duly seconded by Councilmember _______________, was upon voice vote carried and the resolution adopted by the following vote:

AYES:

NOES:

ABSTENTION:

ABSENT:

APPROVED:
__________________________
Randy Pope, Mayor
ATTEST:
___________________________
Libby Vreonis, City Clerk Date
332