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12.1 Formation; Authority. Buyer is duly formed, validly existing and in good standing under the laws of the state of its formation. Buyer has full power and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby. All requisite action has been taken by Buyer in connection with the entering into this Agreement and the instruments referenced herein, and the consummation of the transactions contemplated hereby. 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.
12.2 Anti-Terrorism Laws.
12.2.1 Neither Buyer nor, to Buyer’s knowledge, its affiliates, officers, directors, partners or members, is in violation of, has been charged with or is under indictment for the violation of, or has pled guilty to or been found guilty of the violation of, any laws relating to anti-corruption, anti-bribery, terrorism, money laundering, drug-trafficking or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56, as amended, and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order“) (collectively, the “Anti-Bribery, Anti-Money Laundering and Anti-Terrorism Laws“).
12.2.2 None of Buyer or, to Buyer’s knowledge, its affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time.
12.2.3 Neither Buyer, nor any person controlling or controlled by Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any of the Anti-Bribery, Anti-Money Laundering and Anti-Terrorism Laws or any other applicable anti-money laundering or anti-bribery Laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)). “Government List“ shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).
12.2.4 Buyer is not engaging in the transactions contemplated hereunder, directly or indirectly, in violation of any laws relating to drug trafficking, money laundering or predicate crimes to money laundering or drug trafficking. None of the funds of Buyer have been or will be derived from any unlawful activity with the result that the investment of direct or indirect equity owners in Buyer is prohibited by laws or that the transactions contemplated hereunder or this Agreement is or will be in violation of laws.
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12.3 Litigation. No pending or, to the knowledge of Buyer, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of Buyer’s obligations or covenants to Seller.
12.4 Removal of Gates. Buyer agrees that Seller shall have right to remove the gates and gating system located in the area depicted on Exhibit B attached hereto as the “Gates” (the “Gates”) prior to or after the Closing. In addition, from and after the Closing, Buyer hereby grants Seller and its employees, agents and contractors upon three (3) business days’ notice a license to enter to the Land to remove the Gates for a period of three hundred and sixty-five (365) days after Closing. Seller shall have no obligation to remove any below ground systems which are part of the Gates. This provision shall survive the Closing.
13. Casualty and Condemnation.
13.1 Material Casualty. In the event that prior to Closing a material portion of the Real Property is destroyed or materially damaged, Buyer shall have the right, exercisable by giving written notice to Seller within ten (10) days after receipt of written notice of such damage or destruction, either (i) to terminate this Agreement in which event the Deposit shall be immediately returned to Buyer, any other money or documents in Escrow shall be returned to the party depositing the same, and the fee payment provisions of Section 4.4 shall apply, or (ii) to accept the Real Property in its then condition and to proceed with the consummation of the transaction contemplated by this Agreement, with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction, other than business interruption, rental abatement/rent loss insurance attributable to the period of time prior to the Closing which shall be retained by or paid to Seller. If Buyer elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Buyer’s prior written consent.
13.2 Non-Material Casualty. In the event that prior to Closing a non-material portion of the Real Property is damaged or destroyed, Seller may, subject to the following sentence, repair or replace such damage prior to Closing. Notwithstanding the preceding sentence, in the event Seller elects not to or is unable to repair or replace such damage, Seller shall notify Buyer in writing of such fact and Buyer shall thereafter accept the Real Property in its then condition, and proceed with the transaction contemplated by this Agreement and Buyer shall receive an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage (or if the amount of the damage is estimated to be less than the deductible, in the amount of the damage), and Buyer shall be entitled to an assignment of all of Seller’s rights to any insurance proceeds (if any) payable by reason of such damage or destruction, other than rental abatement/rent loss insurance attributable to the period of time prior to the Closing which shall be retained by or paid to Seller. In the event Seller does not repair or replace such damages, Seller shall not compromise, settle or adjust any claims to such proceeds without Buyer’s prior written consent.
13.3 Material Condemnation. In the event that prior to Closing, all or any material portion of the Real Property is subject to a taking by a public or governmental authority,
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Buyer shall have the right, exercisable by giving written notice to Seller within ten (10) days after receiving written notice of such taking, either (i) to terminate this Agreement, in which event the Deposit shall be returned to Buyer, any other money or documents in Escrow shall be returned to the party depositing the same, and the fee payment provisions of Section 4.4 shall apply, or (ii) to accept the Real Property in its then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award or proceeds payable by reason of such taking. If Buyer elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Buyer’s prior written consent.
13.4 Non-Material Condemnation. In the event that prior to Closing, any non- material portion of the Real Property is subject to a taking by any public or governmental authority, Buyer shall accept the Real Property in its then condition and proceed with the consummation of the transaction contemplated by this Agreement, in which event Buyer shall be entitled to an assignment of all of Seller’s rights to any award or proceeds payable in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Buyer’s prior written consent.
13.5 Materiality Standard. For purposes of this Section 13, damage to the Real Property or a taking of a portion thereof shall be deemed to involve a material portion thereof if the estimated cost of restoration or repair, as estimated by Buyer and Seller in their reasonable discretion, of such damage or the amount of the condemnation award with respect to such taking shall exceed five percent (5%) of the Purchase Price.
13.6 Notice of Casualty and Condemnation. Seller agrees to give Buyer prompt written notice of any taking of, proposed taking of, damage to or destruction of the Real Property.
14. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be (i) personally delivered (including by means of professional messenger service or reputable air express service utilizing receipts), and shall be deemed received upon the date of receipt thereof if received prior to 5:00 p.m. of the recipient’s business day, and if not so received, shall be deemed received upon the following business day, or (ii) sent by PDF via electronic mail (e-mail), and shall be deemed received upon entry of such message into the recipient’s e-mail server. Notices shall be delivered to the addresses set forth in the Summary an Definition of Basic Terms. Notice of change of address shall be given by written notice in the manner detailed in this Section 14.
15. Broker Commissions. Upon Closing, Seller shall pay a real estate brokerage commission to Broker with respect to this Agreement in accordance with Seller’s separate agreement with said Broker, and Seller hereby agrees to indemnify, defend and hold Buyer free and harmless from and against any and all commissions or other claims Broker may assert in connection with the transactions contemplated by this Agreement. Seller represents and warrants to Buyer, and Buyer represents and warrants to Seller, that no other broker or finder has been engaged by it, respectively, in connection with any of the transactions contemplated by this Agreement, or to its knowledge is in any way connected with any of such transactions. In the event of any additional claims for brokers’ or finders’ fees or commissions in connection with the negotiation, execution or consummation of this Agreement, then as a covenant which shall survive the termination of this Agreement or Closing, Buyer shall indemnify, save harmless and defend
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Seller from and against such claims if they shall be based upon any statement or representation or agreement by Buyer, and Seller shall indemnify, save harmless and defend Buyer if such claims shall be based upon any statement, representation or agreement made by Seller. This Section 15 shall survive Closing or the earlier termination of this Agreement.
16. Default.
16.1 Default by Seller. If Closing fails to occur as a result of a default by Seller in the performance of any of the material covenants or agreements contained herein which are to be performed by Seller, which default continues beyond three (3) business days after Seller receives written notice from Buyer, then Buyer may, at its option and as its exclusive remedy, either (i) terminate this Agreement by giving written notice of termination to Seller whereupon Escrow Holder will return to Buyer the Deposit and both Buyer and Seller will be relieved of any further obligations or liabilities hereunder, except for those obligations which expressly survive any termination hereof, or (ii) seek specific performance of this Agreement. SELLER AND BUYER AGREE THAT THIS SECTION 16.1 IS INTENDED TO AND DOES LIMIT THE
AMOUNT OF DAMAGES TO BUYER AND THE REMEDIES AVAILABLE TO BUYER, AND SHALL BE BUYER’S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW
AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS
REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO RECOVER
ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT
DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR
ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENT. BUYER
SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN
AGAINST THE PROPERTY UNLESS AND UNTIL BUYER HAS IRREVOCABLY
ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND HAS FILED AN ACTION SEEKING SUCH REMEDY. If Buyer elects the remedy in subsection (ii) above, Buyer must commence and file such specific performance action in the appropriate court not later than sixty(60) days from Seller’s failure to cure.
16.2 Default by Buyer. If Buyer fails to perform any material obligation which prevents Closing under this Agreement for any reason except for failure by Seller to perform hereunder, Seller shall give Buyer written notice describing the default, Buyer shall have three (3) business days after receipt of such notice to cure the default. IN THE EVENT CLOSING DOES
NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY UNCURED DEFAULT OF
BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND
EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A
REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER
WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO
COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO
SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF
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THIS AGREEMENT BY BUYER WHICH RESULTS IN CLOSING NOT OCCURRING,
ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS. _________________________ ________________________
SELLER’S INITIALS BUYER’S INITIALS
16.3 Indemnities; Breaches after Closing or Termination. The limitations on the parties’ remedies set forth in Sections 16.1 and 16.2 will not be deemed to prohibit either party from (i) specifically seeking indemnification from the other for any matter with respect to which such other party has agreed hereunder to provide indemnification or from seeking damages from such other party in the event it fails or refuses to provide such indemnification; (ii) subject to the terms, conditions and limitations of this Agreement, including, without limitation, Section 16.4 below, seeking damages incurred during the period of time after Closing that a representation or warranty given as of the Closing Date by the other party hereunder survives Closing, for the other party’s breach of such representation or warranty first discovered after such Closing; or (iii) subject to the terms, conditions and limitations of this Agreement seeking damages or such equitable relief as may be available for the other party’s failure to perform after any termination of this Agreement any obligation hereunder which expressly survives such termination; provided, however, that in no event whatsoever will either party be entitled to recover from the other any punitive, consequential or speculative damages.
_________________________ ________________________
SELLER’S INITIALS BUYER’S INITIALS
16.4 Limited Liability. Notwithstanding anything to the contrary herein, Buyer on its own behalf and on behalf of its agents, members, partners, employees, representatives, officers, directors, related and affiliated entities, successors and assigns (collectively, the “Buyer Parties“) covenants not to sue and hereby agrees that in no event or circumstance shall any of the Seller Group (specifically excluding Seller), or affiliated or related entities of Seller have any personal liability under this Agreement. Notwithstanding anything to the contrary contained herein: (a) the maximum aggregate liability of Seller, and the maximum aggregate amount which may be awarded to and collected by Buyer (including, without limitation, for any breach of any representation and/or warranty of Seller) under this Agreement or any documents executed pursuant hereto or in connection herewith, including, without limitation, the Exhibits attached hereto (collectively, the “Other Documents“) shall not exceed one million dollars ($1,000,000) (the “Cap Amount“); however, the Cap Amount shall not apply to Seller’s fraud, intentional misrepresentation, or willful misconduct; and (b) no claim by Buyer alleging a breach by Seller of any representation and/or warranty of Seller contained herein or any of the Other Documents may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Buyer alleging a breach by Seller of any such representation and/or warranty, is for an aggregate amount in excess
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of $50,000.00 (the “Floor Amount“), in which event Seller’s liability respecting any final judgment concerning such claim or claims shall be for the entire amount thereof, subject to the Cap Amount set forth in clause (a) above; provided, however, that if any such final judgment is for an amount that is less than or equal to the Floor Amount, then Seller shall have no liability with respect thereto. Notwithstanding anything to the contrary in this Agreement, Seller shall have no liability, and Buyer shall make no claim against Seller, for (and Buyer shall be deemed to have waived any failure of a condition hereunder by reason of) a failure of any condition or a breach of any representation or warranty, or other obligation of Seller under this Agreement, or any Other Documents executed by Seller (including for this purpose any matter that would have constituted a breach of Seller’s representations and warranties had they been made on the Closing Date) if (a) the failure or breach in question constitutes or results from a condition, state of facts or other matter that Buyer was aware of prior to the expiration of the Property Approval Period, or (b) the failure or breach in question constitutes or results from a condition, state of facts or other matter that Buyer was aware of prior to Closing and Buyer proceeds with the Closing. For purposes of the immediately preceding sentence, Buyer shall be deemed to be aware of all facts disclosed in the Due Diligence Items. In connection with any action alleging a breach of any warranty of title in the Deed, Buyer agrees that it shall in good faith pursue the Title Company under Buyer’s title policy(ies) with respect to any claim relating to the warranty of title under the Deed prior to bringing an action against Seller.
17. Assignment. Buyer may not assign, transfer or convey its rights and obligations under this Agreement or in the Property without the prior written consent of Seller, and no such assignment so consented to by Seller shall relieve Buyer from its liability under this Agreement.
Seller agrees to consent to an assignment by Buyer to any entity controlling, controlled by, or under common control with Buyer. Any assignment must be made pursuant to a written assignment and assumption agreement, executed by both the assignor and assignee, which assignment and assumption agreement must (a) have the assignee assume all of Buyer’s obligations hereunder and succeed to all of Buyer’s rights and remedies hereunder (b) be in a form reasonably approved by Seller, (c) be delivered to Seller at least five (5) business days prior to the Closing Date, and (d) must include the assignee remaking all of Buyer’s representations and warranties set forth in this Agreement.
18. Miscellaneous.
18.1 Governing Law. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the state where the Land is located.
18.2 Partial Invalidity. If any term or provision or portion thereof of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision or portion thereof to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
18.3 Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other
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covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.
18.4 Successors and Assigns. Subject to the provisions of Section 17, this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto.
18.5 Professional Fees. 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, agreements or provisions on the part of the other party arising out of this Agreement, 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 and any appeals therefrom, and enforcement of any judgment in connection therewith, including actual attorneys’ fees, accounting and engineering fees, and any other professional fees resulting therefrom.
18.6 Entire Agreement. This Agreement (including all Exhibits attached hereto) is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute a single instrument. Each of the parties to this Agreement (a) has agreed to permit the use from time to time, where appropriate, of telecopy, .PDF or other electronic signatures in order to expedite the transaction contemplated by this Agreement, (b) intends to be bound by its respective telecopy or other electronic signature, (c) is aware that the other will rely on the telecopied or other electronically transmitted signature, and (d) acknowledges such reliance and waives any defenses to the enforcement of this Agreement and the documents affecting the transaction contemplated by this Agreement based on the fact that a signature was sent by telecopy or electronic transmission only. The parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the parties hereto.
18.7 Time of Essence/Business Days. Seller and Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof and that failure to timely perform any of the terms, conditions, obligations or provisions hereof by either party shall constitute a material breach of and a non-curable (but waivable) default under this Agreement by the party so failing to perform. Unless the context otherwise requires, all periods terminating on a given day, period of days, or date shall terminate at 5:00 p.m. (Pacific time) on such date or dates, and references to “days” shall refer to calendar days except if such references are to “business days” which shall refer to days which are not Saturday, Sunday or a legal holiday under the laws of the State of California. Notwithstanding the foregoing, if any period terminates on a Saturday, Sunday or a legal holiday under the laws of the State of California, the termination of such period shall be on the next succeeding business day.
18.8 Construction. This Agreement shall not be construed more strictly against Seller merely by virtue of the fact that the same has been prepared by Seller or its counsel, it being recognized both of the parties hereto have contributed substantially and materially to the
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preparation of this Agreement. Whenever the words “including”, “include” or “includes” are used in this Agreement, they shall be interpreted in a non-exclusive manner as though the words “, without limitation,” immediately followed the same. Except as otherwise indicated, all Article, Section and Exhibit references in this Agreement shall be deemed to refer to the Sections and Articles in, and the Exhibits to, this Agreement. Wherever the words “herein” or “hereunder” appear in this Agreement, they shall be interpreted to mean “in this Agreement” or “under this Agreement”, respectively. The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement.
If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement. In the event the date on which Buyer or Seller is required to take any action under the terms of this Agreement is not a business day, the action shall be taken on the next succeeding business day.
18.9 Discharge of Obligations. The acceptance of the Deed by Buyer shall be deemed to be a full performance and discharge of every representation and warranty made by Seller herein and every agreement and obligation on the part of Seller to be performed pursuant to the provisions of this Agreement, except those which are herein specifically stated to survive Closing.
18.10 No Recordation. Neither this Agreement nor any memorandum or affidavit thereof shall be recorded of public record. Should Buyer ever record or attempt to record this Agreement, or a memorandum or affidavit thereof, or any other similar document, then, notwithstanding anything herein to the contrary, said recordation or attempt at recordation shall constitute an immediate default by Buyer hereunder, and, in addition to the other remedies provided for herein, Seller has the express right to terminate this Agreement by filing a notice of said termination in the public records. This provision does not apply to any filing made by Buyer in connection with any specific performance action brought by Buyer pursuant to Section 16.1.
18.11 Submission to Jurisdiction. To the fullest extent permissible by applicable laws, Buyer and Seller each irrevocably submits to the jurisdiction of (a) the State Court of Sacramento County, California and (b) the United States District Court with jurisdiction in Sacramento County (California) or the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Buyer and Seller each further agree that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in the State of California with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Buyer and Seller each irrevocably and unconditionally waive, to the fullest extent permissible by applicable laws, any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (x) the State Court of California with jurisdiction in Sacramento County, California, and (y) the United States District Court with jurisdiction in Sacramento County (California), and hereby further irrevocably and unconditionally waives and
ITEM 19.2. ATTACHMENT 2 -28-
agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
18.12 Jury Trial Waiver. TO THE FULLEST EXTENT NOT PROHIBITED BY
LAW, EACH OF SELLER AND BUYER AGREE TO, AND DO, WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT
BETWEEN THE PARTIES RELATING TO THIS AGREEMENT, THE PROPERTY OR ANY
DEALINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-
ENCOMPASSING OF ANY AND ALL DISPUTES OF ANY KIND WHATSOEVER THAT
MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF
THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT BETWEEN THE
PARTIES RELATING TO THIS AGREEMENT, THE PROPERTY OR ANY DEALINGS
BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT (EACH A “DISPUTE”), INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
TORT CLAIMS, ANTITRUST CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON-LAW OR STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES
THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTERING INTO THIS
AGREEMENT, AND THAT EACH WILL CONTINUE TO BE BOUND BY AND RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO
FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER
WITH LEGAL COUNSEL OF ITS OWN CHOOSING, OR HAS HAD AN OPPORTUNITY TO
DO SO, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS HAVING HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL.
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT WITHOUT A JURY.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT THE JURY TRIAL
WAIVER CONTAINED HEREIN SHALL BE HELD OR DEEMED TO BE
UNENFORCEABLE, EACH PARTY HERETO HEREBY EXPRESSLY AGREES TO SUBMIT
TO JUDICIAL REFERENCE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1 ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION ARISING HEREUNDER FOR WHICH A JURY TRIAL WOULD OTHERWISE BE APPLICABLE OR AVAILABLE. PURSUANT TO SUCH JUDICIAL REFERENCE, THE
PARTIES AGREE TO THE APPOINTMENT OF A SINGLE REFEREE AND SHALL USE THEIR BEST EFFORTS TO AGREE ON THE SELECTION OF A REFEREE. IF THE
PARTIES ARE UNABLE TO AGREE ON A SINGLE A REFEREE, A REFEREE SHALL BE
APPOINTED BY THE COURT UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 AND 640 TO HEAR ANY DISPUTES HEREUNDER IN LIEU OF ANY SUCH JURY TRIAL. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE APPOINTED
REFEREE SHALL HAVE THE POWER TO DECIDE ALL ISSUES IN THE APPLICABLE
ACTION OR PROCEEDING, WHETHER OF FACT OR LAW, AND SHALL REPORT A STATEMENT OF DECISION THEREON; PROVIDED, HOWEVER, THAT ANY MATTERS
WHICH WOULD NOT OTHERWISE BE THE SUBJECT OF A JURY TRIAL WILL BE
ITEM 19.2. ATTACHMENT 2 -29-
UNAFFECTED BY THIS WAIVER AND THE AGREEMENTS CONTAINED HEREIN. THE
PARTIES HERETO HEREBY AGREE THAT THE PROVISIONS CONTAINED HEREIN
HAVE BEEN FAIRLY NEGOTIATED ON AN ARMS-LENGTH BASIS, WITH BOTH SIDES
AGREEING TO THE SAME KNOWINGLY AND BEING AFFORDED THE OPPORTUNITY
TO HAVE THEIR RESPECTIVE LEGAL COUNSEL CONSENT TO THE MATTERS CONTAINED HEREIN. ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY AND THE AGREEMENTS CONTAINED HEREIN
REGARDING THE APPLICATION OF JUDICIAL REFERENCE IN THE EVENT OF THE INVALIDITY OF SUCH JURY TRIAL WAIVER. The provisions of this Section 18.12 shall survive the Closing or any termination of this Agreement.
SELLER’S INITIALS: ___________ BUYER’S INITIALS: ___________
19. Exchange. Upon the request of a party hereto (the “Requesting Party“), the other party (the “Cooperating Party“) shall cooperate with the Requesting Party in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an exchange of like-kind property; provided, however, the Cooperating Party shall not be required to take title to any exchange property and the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such exchange, the Requesting Party shall pay all costs associated with such exchange, and the Requesting Party shall remain primarily liable under this Agreement and indemnify the Cooperating Party from any liability in connection with such exchange.
20. Confidentiality. Buyer agrees that, (a) except as otherwise provided or required by law, (b) except to the extent Buyer considers such documents or information reasonably necessary to prosecute and/or defend any claim made with respect to the Property or this Agreement, and (c) except to the extent reasonably necessary to deliver such documents or information to Buyer’s employees, paralegals, attorneys and/or consultants in connection with Buyer’s evaluation of this transaction, (i) Buyer, the Buyer Parties, potential lenders and Buyer’s agents and consultants (collectively, “Buyer’s Representatives“), shall keep the contents of any materials, reports, documents, data, test results, and other information related to the transaction contemplated hereby, including, without limitation, the Due Diligence Items and all information regarding Buyer’s acquisition or ownership of the Property strictly confidential, (ii) Buyer and Buyer’s Representatives shall keep and maintain the contents of this Agreement, including, without limitation, the amount of consideration being paid by Buyer for the Property strictly confidential, except as required to be disclosed pursuant to the Public Records Act or other applicable law, and Buyer acknowledges that significant portions of the Due Diligence Items are proprietary in nature and that Seller would suffer significant and irreparable harm in the event of the misuse or disclosure of the Due Diligence Items. Without affecting any other rights or remedies that either party may have, Buyer acknowledges and agrees that Seller shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any breach, threatened breach or anticipatory breach of the provisions of this Section 20 by Buyer or any of Buyer’s Representatives.
ITEM 19.2. ATTACHMENT 2 -30-
21. Separation of Utilities. After the Closing, the parties agree to reasonably cooperate with each other to separate, to the extent feasible, all utilities (e.g., irrigation, parking lot lighting, monument signage lighting, etc.) serving the Real Property and Seller’s adjacent property (the “Seller’s Retained Property”), such that each of the Real Property and Seller’s Retained Property are only charged for the utilities consumed and utilized on each such property, and are “standalone” with respect utility metering, billing, and physical connection. The parties shall use good faith and diligent efforts to complete this process as quickly as possible after the Closing. This provision shall survive the Closing.
[Remainder of page intentionally left blank]
ITEM 19.2. ATTACHMENT 2 -31-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year hereinabove written.
“SELLER” VSP HOLDING COMPANY, INC.,
a Delaware corporation
By:
Name:
Title:
“BUYER” CITY OF RANCHO CORDOVA,
a California municipal corporation
By:
Name:
Title:
ITEM 19.2. ATTACHMENT 2 -32-
JOINDER BY ESCROW HOLDER
Escrow Holder (as defined in Section 8 of Article I above) hereby acknowledges that it has received this Agreement executed by the Seller and Buyer and accepts the obligations of and instructions for the Escrow Holder set forth herein. Escrow Holder agrees to disburse and/or handle the Deposit, the Purchase Price and all closing documents in accordance with this Agreement.
Dated: _________, 2026 Chicago Title Company
By:
Name:
Title:
ITEM 19.2. ATTACHMENT 2
EXHIBIT “A”
-1-
EXHIBIT “A”
LEGAL DESCRIPTION
10845 International Drive, Rancho Cordova, CA
10875 International Drive, Rancho Cordova, CA
ITEM 19.2. ATTACHMENT 2
EXHIBIT “A”
-2-
A portion of Parcels 42 and 45 as shown and so designated on that certain Parcel Map filed in Book 93 of Parcel Maps, Page 7, Sacramento County Records, more particularly described as follows:
Beginning at the Southeast corner of said Parcel 45; thence from the point of beginning and along the Southerly lines of said Parcels 45 and 42 the following two (2) courses:
(1) South 71°02'38" West 581.34 feet and (2) South 60°23'32" West 141.57 feet; thence leaving said Southerly fine North 30°02'44" West 43.67 feet; thence North 60°04'30" West 85.75 feet; thence North 29°55'30" East 31.59 feet; thence North 60°04'30" West
87.98 feet thence North 29°55'30" East 125.92 feet; thence North 15°04'30" West 69.52 feet; thence North 74°55'30" East 446.83 feet; thence North 29°55'30" East 78.14 feet; thence South 60°04'30" East 27.00 feet; thence North 29°55'30" East 20.95 feet; thence North 74°55'30" East 203.86 feet to a point on the Easterly line of said Parcel 45; thence along said Easterly line South 15°03'59" East 322.03 feet to the point of beginning, as described in that Lot Line Adjustment recorded in Book 961218, Page 1036, Official Records.
APN: 072-0690-091-0000
ITEM 19.2. ATTACHMENT 2
EXHIBIT “B”
-3-
EXHIBIT “B”
PROPOSED LOT LINE ADJUSTMENT
New Property Line
ITEM 19.2. ATTACHMENT 2
EXHIBIT “C”
-4-
EXHIBIT “C”
Recording Requested By:
City of Rancho Cordova
WHEN RECORDED RETURN TO:
City of Rancho Cordova
Attention: City Clerk
2729 Prospect Park Dr
Rancho Cordova, CA 95670
(Above Space For Recorder’s Use Only)
GRANT DEED
No recording fee required; this document is exempt from fee pursuant to Sections 6103 and 27383 of the California Government Code.
This deed is exempt from tax pursuant to Section 11922 of the California Revenue and Taxation Code.
APNs:
City of Rancho Cordova
County of Sacramento
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ______________________________, a __________________________, hereby GRANTS to ____________________, a _____________________, that certain real property (the “Property”) which is more particularly described on Exhibit ”A” which is attached hereto.
Subject to:
(a) All liens, encumbrances, easements, covenants, conditions, restrictions, reservations, rights, easements, and other matters of record; (b) All matters which an accurate survey of the Property would disclose; (c) All matters which could be ascertained by a physical inspection of the Property;
(d) Interests of parties in possession, and any existing leases or tenancies; (e) Any and all liens not yet delinquent for real property and personal property taxes and for general and special assessments against the Property; and
ITEM 19.2. ATTACHMENT 2
EXHIBIT “C”
-5-
(f) Building and zoning ordinances and regulations and any other laws, ordinances, or governmental regulations restricting, regulating or relating to the use, occupancy or enjoyment of the Property.
Dated: __________, 20__
,
a
By:
Name:
Title:
ITEM 19.2. ATTACHMENT 2
EXHIBIT “C”
-6-
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF _______________ )
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.
Signature ________________________________
(Seal)
ITEM 19.2. ATTACHMENT 2
EXHIBIT “D”
-1-
EXHIBIT “D”
TRANSFEROR’S CERTIFICATION OF NON-FOREIGN STATUS
To inform ________________________, a ________________________ (“Transferee”), that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”) will not be required upon the transfer of certain real property to the Transferee by ____________________, a ____________________ (“Transferor”), the undersigned hereby certifies the following on behalf of the Transferor:
[Disregarded Entity language: To inform ________________________, a ________________________ (“Transferee”), that Transferee is acquiring certain real property located in the City of ___________, County of __________, State of _________, from ________________________, a _______________ (“Owner”). Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”) provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445 of the Code), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the real property interest and not the disregarded entity. KW is a disregarded entity as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations under the Code, and therefore, the undersigned, ___________, a Delaware limited liability company (“Transferor”), which is the sole member of Owner, is deemed to be the Transferor for purposes of Section 1445 of the Code. The undersigned hereby certifies the following on behalf of the Transferor:]
1. The Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);
2. The Transferor’s U.S. employer identification number is ____________;
3. The Transferor’s office address is __________________________;
4. Transferor is not a disregarded entity as defined in § 1.1445-2(b)(2)(iii).
The Transferor understands that this Certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalty of perjury I declare that I have examined this Certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.
Date: ________________, 20__
ITEM 19.2. ATTACHMENT 2
EXHIBIT “D”
-2-
“TRANSFEROR” ,
a
By:
Name:
Title:
ITEM 19.2. ATTACHMENT 2
3 5283550.10
EXHIBIT “E”
GENERAL ASSIGNMENT
This General Assignment (“Assignment”) is made as of the ____ day of __________, 20__ (“Assignment Date”), by _________________________, a _________________________ (the “Assignor”), and __________________________, a _________________________ (the Assignee”).
Pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated as of ______________, 20__ (the “Purchase Agreement”), Assignee has this day acquired from Assignor the Property. Capitalized terms used herein shall have the meanings ascribed to them in the Purchase Agreement.
In consideration of the acquisition of the Property by Assignee and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Assignment. Assignor hereby assigns, transfers and sets over unto Assignee, without representation or warranty of any kind, and Assignee hereby accepts from Assignor, any and all of Assignor’s right, title and interest in and to the Intangible Personal Property; provided, however, such transfer, assignment and sale shall not include any rights or claims arising prior to the Assignment Date which Assignor may have against any person with respect to the Intangible Personal Property.
2. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which shall taken together be deemed one document.
Executed counterparts delivered by facsimile or email/PDF shall have the same force and effect as wet-signed original counterparts.
3. Survival. This Assignment and the provisions hereof shall inure to the benefit of and be binding upon the parties to this Assignment and their respective successors, heirs and permitted assigns.
4. Incorporation by Reference. The following Sections of the Purchase Agreement are hereby incorporated herein by this reference: Sections 10.1 (Buyer’s Acknowledgement), 14 (Notices), 16.4 (Limited Liability), 18.5 (Professional Fees), 18.11 (Submission to Jurisdiction), and 18.12 (Jury Trial Waiver).
5. No Third Party Beneficiaries. Except as otherwise expressly set forth herein, Assignor and Assignee do not intend, and this Assignment shall not be construed, to create a third-party beneficiary status or interest in, nor give any third-party beneficiary rights or remedies to, any other person or entity not a party to this Assignment.
6. Governing Law. This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California.
ITEM 19.2. ATTACHMENT 2
4 5283550.10
IN WITNESS WHEREOF, Assignor and Assignee have caused this instrument to be executed as of the date above-written.
“ASSIGNOR” ,
a
By:
Name:
Title:
“ASSIGNOR” ,
a
By:
Name:
Title:
ITEM 19.2. ATTACHMENT 2
5 5283550.10
EXHIBIT “F”
BILL OF SALE
BILL OF SALE
This BILL OF SALE is given this ___ day of ____, 20__ by ________________________, a __________________ (“Seller”), to ________________________, a __________________ (“Buyer”).
Seller, for good and valuable consideration received from Buyer, the receipt and sufficiency of which are hereby acknowledged, hereby bargains, sells and conveys to Buyer all [furnishings, furniture, equipment, supplies, and other personal property- TO BE CONFORMED TO PURCHASE AGREEMENT] (hereinafter collectively referred to as “Personal Property”) of Seller located on [the first (1 st) floor of the buildings on] the real property located in the City of ___________, County of ______________, State of ____________, which real property is more particularly described in the Agreement of Purchase and Sale dated _______________ __, 20__ between Seller and Buyer, to have and to hold the Personal Property unto Buyer, its successors and assigns, forever. Seller does for itself and its successors and assigns covenant and agree to and with Buyer, its successors and assigns, that (1) the Personal Property is free and clear from any encumbrances whatsoever; and (2) Seller is the true and lawful owner of the Personal Property and has good right and lawful authority to bargain and sell the Personal Property to Buyer in the manner and form as aforesaid. Except as otherwise set forth herein, the Personal Property is being transferred by Seller to Buyer in its “AS IS” condition, without any representation or warranty of any kind or nature, express, implied, statutory or otherwise.
IN WITNESS WHEREOF, Seller has hereunto executed this Bill of Sale as of the date first above written.
Witnesses: ________________________, a
__________________
_____________________________ ______________________________________ By:
Name:
Title:
ITEM 19.2. ATTACHMENT 2
6 5283550.10
EXHIBIT “G”
ACCESS EASEMENT AND RESTRICTIVE COVENANT AGREEMENT
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL
TO:
VSP Holding Company, Inc.
3333 Quality Drive
Rancho Cordova, CA 95670
Attn: Mike Dowd
Email: [email protected]
SPACE ABOVE THIS LINE FOR RECORDER’S USE
RECIPROCAL EASEMENT AND RESTRICTIVE USE AGREEMENT
This Reciprocal Easement and Restrictive Use Agreement (“Agreement”), dated for reference purposes only as ___________, 2026, is entered into by and between VSP HOLDING COMPANY, INC., a Delaware corporation (“VSP”), and CITY OF RANCHO CORDOVA, a California municipal corporation (“Rancho”). VSP and Rancho are sometimes herein after referred to individually as “Party” or collectively as “Parties.”
RECITALS
A. VSP is the owner of that certain real property located in the City of Rancho Cordova (“City”), County of Sacramento (“County”), State of California, more particularly described in EXHIBIT A attached hereto and incorporated herein by this reference (the “VSP Property”).
B. Rancho is the owner of that certain real property located in the City (the “Rancho Property”) and more particularly described in EXHIBIT B attached hereto and incorporated herein by this reference.
C. VSP and Rancho each desire to (a) grant to the other for the benefit of the other’s property the easements more particularly set forth in this Agreement and (b) encumber their respective parcels with the use restrictions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the Parties agree as follows:
AGREEMENT
1. Grant of Driveway Easement. Rancho hereby grants to VSP, for the benefit of the VSP Property, a perpetual non-exclusive appurtenant easement (“VSP Driveway Easement”) for ingress and egress, on, over and across the Rancho Property in the areas depicted on EXHIBIT C attached hereto (the "VSP Driveway Easement Area"). The VSP Driveway Easement shall be used solely for pedestrian and vehicular ingress, egress, access and
ITEM 19.2. ATTACHMENT 2
7 5283550.10
driveway use over the VSP Driveway Easement Area for the enjoyment, comfort and convenience of customers, invitees, licensees, tenants and employees of all businesses and occupants (collectively “Users”) of the VSP Property.
2. Grant of Pedestrian Easement. Rancho hereby grants to VSP, for the benefit of the VSP Property, a perpetual non-exclusive appurtenant easement (“VSP Pedestrian Easement”) for ingress and egress, on, over and across the Rancho Property in the areas depicted on EXHIBIT C attached hereto (the "VSP Pedestrian Easement Area"). The VSP Pedestrian Easement shall be used solely for pedestrian ingress and egress over the VSP Pedestrian Easement Area for the enjoyment, comfort and convenience of the Users of the VSP Property.
3. Grant of Storm Water Drainage Easement. Each Party hereby grants to the other Party, for the benefit of their respective property, a non-exclusive easement for the establishment and maintenance of storm water drainage upon, over and across their respective property. This easement shall not permit drainage flow which materially adversely affects any Party's use of its property.
4. Grant of Utility Easements.
(a) Each Party hereby grants and conveys to the other Party non-exclusive, perpetual easements in, to, over, under, along and across those portions of the grantor’s property necessary for the installation, operation, flow, passage, use, maintenance, connection, repair, relocation, and removal of Utility Lines (as defined below) serving the grantee’s property. The initial location of any Utility Line shall be subject to the prior written approval of the Party whose property is to be burdened thereby, provided the location of any existing Utility Lines are hereby approved. Such easement area shall be no wider than necessary to reasonably satisfy the requirements of any applicable governmental authority or private or public utility company, or five (5) feet on each side of the centerline if the easement is granted to a Party. The grantee shall provide to the grantor a copy of an as-built survey showing the location of such Utility Line. All Utility Lines shall be underground except:
(i) Ground mounted electrical transformers;
(ii) As may be necessary during periods of construction, reconstruction, repair or temporary service;
(iii) As may be required by applicable governmental authorities; (iv) As may be required by the provider of such utility service; and (v) Fire hydrants.
As used herein, “Utility Lines” shall mean those facilities and systems for the transmission of utility services, including, without limitation, water (fire and domestic), electric, gas, telephone, and sewer and drainage lines. “Common Utility Lines” shall mean those Utility Lines which are installed to provide the applicable service to both the VSP Property and Rancho Property. “Separate Utility Lines” shall mean those Utility Lines which are installed to provide the
ITEM 19.2. ATTACHMENT 2
8 5283550.10
applicable service to either the VSP Property or the Rancho Property. For the purpose of this Agreement, the portion of a Utility Line extending between a Common Utility Line and a building shall be considered a Separate Utility Line.
(b) At least thirty (30) days prior to utilizing the easement granted herein (except in the case of an emergency), the grantee shall provide the grantor with a written statement describing the need for such easement, shall identify the proposed location of the Utility Line, the nature of the service to be provided, the anticipated commencement and completion dates for the work. Except as otherwise agreed upon by the Parties, the grantee shall bear all costs related to the installation, operation, maintenance, repair and replacement of such Utility Line and shall repair to the original specifications any damage to the grantor's property resulting from such use.
(c) The grantor shall have the right to relocate a Utility Line on its property upon thirty (30) days’ prior written notice to the grantee, provided that such relocation:
(i) Shall not interfere with or diminish the utility service to the grantee during the grantee’s business hours; and if an electrical line/computer line is being relocated, then the grantor and grantee shall coordinate such interruption to eliminate any detrimental effects;
(ii) Shall not reduce or unreasonably impair the usefulness or function of such Utility Line;
(iii) Shall be performed without cost or expense to the grantee; (iv) Shall be completed using materials and design standards which equal or exceed those originally used; and
(v) Shall have been approved by the provider of such utility service and the appropriate governmental authorities.
Documentation of the relocated easement area, including the furnishing of an “as-built” survey to all grantees, shall be at the grantor’s expense and shall be accomplished as soon as possible following completion of such relocation.
5. Maintenance.
(a) Performance of Maintenance Obligations.
(i) VSP Easement Area. Rancho shall be responsible for operating, maintaining, replacing and repairing the improvements within the VSP Easement Area, which include, but are not limited to, the driveway, curbs, pavement, and striping located within the VSP Easement Area, in good condition and repair consistent with customary maintenance and repair practices of first class business parks.
(ii) Common Utility Lines. Each Party shall maintain, repair or replace Common Utility Lines located on its respective property in good condition and repair.
ITEM 19.2. ATTACHMENT 2
9 5283550.10
(iii) Separate Utility Lines. Any Party installing or utilizing a Separate Utility Line shall, subject to Section 2(b) above, maintain, repair or replace such Separate Utility Line in good condition and repair.
(iv) General Maintenance. Each Party shall maintain, or cause to be maintained, all improvements and landscaping located on its property in a safe and attractive condition and in a good state of repair.
6. Use Restrictions.
(a) General. VSP and Rancho hereby agree that no portion of the VSP Property or Rancho Property shall be used for any purpose which (i) creates strong, unusual or offensive odors, fumes, dust or vapors; (ii) are a public or private nuisance; or (iii) emit noise or sounds that are objectionable due to intermittence, beat, frequency, shrillness or loudness. (b) Park. Rancho agrees that the portion of the Rancho Property depicted on EXHIBIT D attached hereto shall be solely utilized as a park or outdoor recreational area.
7. Indemnification. Each Party to this Agreement shall indemnify, defend and hold the other Party, its affiliates, officers, directors, attorneys, employees, agents, contractors, successors and assigns harmless for, from and against any and all Claims in connection with the loss of life, personal injury and/or damage to property arising (i) from a Party or its Users use of the other Party’s property or (ii) in connection with the failure to comply with the provisions of this Agreement. As used herein, "Claims" shall mean causes of action, claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and court costs).
8. Enforcement. All of the provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, but not limited to, Section 1468 of the California Civil Code. It is expressly agreed that each covenant to do or refrain from doing some act on land owned by the covenantor (a) is for the benefit of the land of the covenantee, (b) runs with both the land owned by the covenantor and the land owned by the covenantee, and (c) shall benefit or be binding upon each successive owner thereof during its ownership of any portion of the land affected hereby and each person having any interest herein derived through any owner of the land affected hereby.
9. Remedies Cumulative. In the event of a breach or attempted or threatened breach of any part of this Agreement by any Party, the other Party shall be entitled forthwith to full and adequate relief by injunction and all other available legal and equitable remedies. The remedies permitted at law or in equity to each Party specified herein shall be cumulative. In addition to any remedies available at law or in equity, if a Party fails to maintain a Common Utility Line and such failure affects the other Party’s ability to operate from its property, then such other Party shall have the right, upon no less than ten (10) days’ prior written notice, to perform such maintain on behalf of the Party required to maintain the same (and shall have reasonable access rights necessary to do so), in which event the Party required to maintain the same shall reimburse such other Party for the reasonable costs incurred by such other Party to perform such maintenance, plus an administrative fee equal to fifteen percent (15%) of the costs incurred, within thirty (30) days after receipt of a written invoice therefor.
ITEM 19.2. ATTACHMENT 2
10 5283550.10
10. Attorneys’ Fees. If any Party commences an action against the other Party to interpret or enforce any of the terms of this Agreement or because of the breach by the other Party of any of the terms hereof, the losing Party shall pay to the prevailing Party reasonable attorneys’ fees, costs and expenses and court costs and other costs of action incurred in connection with the prosecution or defense of such action, whether or not the action is prosecuted to a final judgment.
11. No Dedication or Third Party Rights. Nothing in this Agreement is intended, nor shall it constitute a dedication of any portion of the VSP Property or the Rancho Property, nor the right to use any portion of the VSP Property or the Rancho Property, to the general public for any public use or purpose whatsoever, nor shall any landowner (other than the Parties hereto) claim any right and continued usage of the easements granted herein, whether by prescription or other adverse or any other non-consensual interest whatsoever.
12. Notice. All notices, demands and requests (collectively the “Notice”) required or permitted to be given under this Agreement must be in writing and sent certified or registered mail or by a nationally-recognized overnight delivery service, postage or delivery charges, as the case may be, prepaid, and shall to have given as of the date such Notices deposited. The initial addresses of the Parties will be:
VSP: VSP Holding Company, Inc.
3333 Quality Drive
Rancho Cordova, CA 95670
Attn: Mike Dowd
Email: [email protected]
With a copy to:
VSP Holding Company, Inc.
3333 Quality Drive
Rancho Cordova, CA 95670
Attn: General Counsel
Rancho: City of Rancho Cordova
____________________
____________________
____________________
Upon at least ten (10) days' prior written notice, either Party shall have the right to change its address to any other address within the United States of America.
13. Entire Agreement. This Agreement (including all Exhibits attached hereto) is the final expression of, and contains the entire agreement between, the Parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented, superseded, canceled or terminated,
ITEM 19.2. ATTACHMENT 2
11 5283550.10
nor may any obligations hereunder be waived, except by written instrument signed by both Parties hereto.
14. Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of principal and agent, a partnership, joint venture or any other association between the Parties.
15. Governing Law. The Parties hereto acknowledge that this Agreement has been negotiated and entered into in the State of California. The Parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California.
16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, VSP and Rancho have executed this Agreement as of the date first set forth above.
VSP:
VSP HOLDING COMPANY, INC.,
a Delaware corporation
By: _____________________________
Name: __________________________
Its: _____________________________
RANCHO:
CITY OF RANCHO CORDOVA,
a California municipal corporation
By: _____________________________
Name: __________________________
Its: _____________________________
ITEM 19.2. ATTACHMENT 2
12 5283550.10
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF _______________ )
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.
Signature
________________________________
(Seal)
ITEM 19.2. ATTACHMENT 2
13 5283550.10
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF _______________ )
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.
Signature
________________________________
(Seal)
ITEM 19.2. ATTACHMENT 2
5283550.10
EXHIBIT A
LEGAL DESCRIPTION OF THE VSP PROPERTY
ITEM 19.2. ATTACHMENT 2
5283550.10
EXHIBIT B
LEGAL DESCRIPTION OF THE VSP PROPERTY
ITEM 19.2. ATTACHMENT 2
EXHIBIT “G”
-1-
EXHIBIT C
DEPICTION OF THE VSP EASEMENT AREA
VSP Driveway Easement Area VSP Pedestrian Easement Area
ITEM 19.2. ATTACHMENT 2
EXHIBIT “G”
-2-
EXHIBIT D
DEPICTION OF THE PARK AREA
Park Area
ITEM 19.2. ATTACHMENT 2
EXHIBIT “H”
-3-
EXHIBIT “H”
DUE DILIGENCE ITEMS
The following items to the extent within Seller’s possession:
1. ALTA surveys;
2. Existing, third-party vendor or service contracts;
3. Environmental reports;
4. Leases and tenant financial statements;
5. Building plans;
6. Permits;
7. Soils reports;
8. Building inspection reports conducted within the last two years; and
9. Income and expense history for the prior two (2) years associated with the Property.
1 10845 International Drive
10875 International Drive
3188 Zinfandel Drive
1 2
3 Location
1 2
3 Property Locations
City Map
Acquisition Information
10845 International Drive: 5.40 Ac
10875 International Drive: 5.16 Ac
3188 Zinfandel Drive: 7.45 Ac
Total Acreage: 18.01 Acres
1 2
3 ITEM 19.2.
ATTACHMENT 3
MEMORANDUM
City Council Staff Report - Page 1 of 2
ITEM 19.3.
DATE: September 21, 2026
TO: Honorable Mayor and Council Members
FROM: Stefan Heisler, Housing Manager
SUBJECT: A RESOLUTION AUTHORIZING THE APPLICATION FOR THE
TRANSFORMATIVE CLIMATE COMMUNITIES GRANT PROGRAM
RECOMMENDATION
Adopt the Resolution.
RESULT OF RECOMMENDED ACTION
Adoption of the Resolution would authorize city to submit an Implementation Grant application to the Strategic Growth Council for the Transformative Climate Communities (TCC) program in the amount of $27,500,000.
BACKGROUND
The TCC Program is a competitive State grant program administered by the California Strategic Growth Council that funds comprehensive, neighborhood-scale investments designed to reduce greenhouse gas emissions while advancing environmental, economic, and public health benefits. Funded through California Climate Investments, the program supports coordinated project portfolios that may include investments in areas such as clean transportation, urban greening, affordable housing, renewable energy, energy efficiency, workforce development, and other community-serving improvements. A key component of the TCC Program is its emphasis on community-driven planning, equitable outcomes, and shared governance among public agencies, community organizations, residents, and implementation partners.
Staff presented the draft proposed project to the City Council on September 8, 2026 and received feedback to remove the Mills Crossing related projects from the grant application.
Consistent with this feedback, staff have prepared the final TCC project list and Co-Applicants below with the approximate dollar amount being requested for each project. Staff will continue to refine the application materials and funding amounts with the Co-Applicants before submitting them by the September 30, 2026 deadline. Therefore the final application funding amounts will vary.
Final Proposed Projects:
1. Sacramento Regional Transit (Co-Applicant) - Horn Road Light Rail Station construction - $13,000,000
2. Improved pedestrian crossings on Folsom Blvd to the future Horn Rd. Light Rail Station and the existing Mather/Mills Light Rail Station - $1,500,000
City Council Staff Report - Page 2 of 2
3. Construction of 2 Level 3 DCFC Electric Vehicle charging stations - $2,000,000
4. Soil Born Farms (Co-Applicant) - Waste Reduction and Community Food Education programs - $1,300,000
5. Rancho Cordova Food Locker (Co-Applicant) – Community Resource and Resilience Hub - $4,000,000
6. Rebuilding Together Sacramento (Co-Applicant) - Low-income homeowner resilience and repair program - $2,000,000
7. Folsom Lake College (Co-Applicant) – Outreach and enrollment expansion for high- need degree programs - $1,375,000
8. Ongoing Community Engagement and Displacement Avoidance – As a required grant component - $1,375,000
9. Grant Evaluation – As a required grant component - $825,000
Similarly, the proposed Project Area has been updated with minor edits to facilitate the focus on these proposed projects and is attached to this item.
FISCAL IMPACT AND FUNDING SOURCE
As projected, development of the TCC grant application required approximately $100,000 in staff and consultant resources. If awarded, the city will receive $27,500,000 in grant funds to implement the multiple projects identified above, including funding for grant administration. The required leverage funding has been identified through other secured grants and existing City funding commitments. As a result, minimal impact on the General Fund is anticipated.
ATTACHMENT(S)
1. Resolution
2. TCC Project Area Map
3. Presentation
ITEM 19.3. ATTACHMENT 1 Resolution No. XX-2026 Page 1 of 2
CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE
OF CALIFORNIA, AUTHORIZING THE APPLICATION FOR GRANT FUNDING UNDER THE
TRANSFORMATIVE CLIMATE COMMUNITIES PROGRAM AS ADMINISTERED BY THE STRATEGIC GROWTH COUNCIL IN THE AMOUNT OF $27,500,000
WHEREAS, in 2026 the Legislature and the Governor of the State of California provided funds for the Transformative Climate Communities Program, established by Assembly Bill 2722 (2016); and
WHEREAS, the Strategic Growth Council is responsible for the administration of this grant program, including developing guidelines and selection criteria; and
WHEREAS, the Strategic Growth Council released the application guidance on May 29, 2026, with a due date of September 30, 2026; and
WHEREAS, procedures established by the Strategic Growth Council require a resolution certifying the approval of application(s) by the Applicant’s governing board before submission to the State; and
WHEREAS, the Lead Applicant, the City of Rancho Cordova, is authorized to apply for and accept a Transformative Climate Communities grant if awarded, and authority to execute all related documents.
NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA as follows:
1. That the City Council of the City of Rancho Cordova approves the filing of an application for a Transformative Climate Communities grant for funding year 2026, to be submitted no later than September 30, 2026.
2. That the City Council of the City of Rancho Cordova certifies that the Lead Applicant, in partnership with its Co-Applicants, will have sufficient resources to execute the strategies and projects that are outlined in the grant application.
3. That the City Council of the City of Rancho Cordova appoints the City Manger, or his/her designee, as agent to conduct all negotiations, execute and submit all documents including, but not limited to, applications, agreements, and payment requests that may be necessary for competition of the aforementioned strategies and projects.
4. That the City Clerk shall certify the adoption of this resolution, which shall take effect immediately upon adoption.
PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 21st day of September 2026 by the following vote:
ITEM 19.3. ATTACHMENT 1 Resolution No. XX-2026 Page 2 of 2 AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Garrett Gatewood, Mayor
Stacy Leitner, CMC
City Clerk
Am
eri c
an Ri ver
North Ave
Marc oni Ave
Gi bbons Dr
Stanl e y Ave
Garfi el d Ave
Cal i f orni a Ave
Sutter Ave
Landi s Av e
Fai r Oaks Bl vd
Fai r Oaks Bl vd
American River
Parkway
CA RMICHA EL
Ameri c an Ri ver
Arde n W ay
Mac ready Ave
K enneth Ave
Mi cron Ave
Happy Ln
M
c Cl aren
Dr
Cal i f orni a Ave
I ntern ati on
al
Dr
Gunn Rd
Ki ng
sf
or
d Dr
Fol som Bl v
d
Fol so
m B l vd
Ol d Pl a
c ervi l l e Rd
Mat
he
r F
i el
d R
d
El Cami no Ave
Bradsh
aw R
d
50 William B Pond
Recreation Area
River Bend Park
Information
Booth
Sacramento
Mather Airport
Ancil Hoffman
Park
Maintenance
Garage
BROOKSIDE
LINCOLN
VILLA GE
CORDOVA
VINEYA RDS
SOU TH WHITE
ROCK
MA THER
BU SINESS
MILLS RA NCH
COU NTRYSIDE
CORDOVA
MEA DOWS
CORDOVA
GA RDENS
WHITE ROCK
RA NCHO
CORDOVA
A m e r i c a n
R i v e r
P a r k w a y
P o n d
E2Sacramento Bar
Park
American River
Parkway -
Upper Sunrise
SU N RIVER
Gold Riv er
Buff al o
Creek
F o l s o m
S o u t h
C a n a l
M a t h e r
R e g i o n a l
P a r k
L a k e
Mc G
reg
or Dr
Zi n
f andel Dr
Whi te Roc k Rd
Whi te Roc k Rd
Whi te Roc k Rd
Pyri te s Way
Fi tzgeral d Rd
Herodi an Dr
N Mathe r Bl vd
Bear
Hol
l ow
Dr
Baroqu
e D
r
Ma
ther B
l v
d
Luyung Dr
Fol som Bl vd
Sun
rise Bl vd
Sunr
i se B
l vd
E2
Mather
Regional Park
Mobil Country
Club
USARD
Northern
California
STONE CREEK
PROSPECT
PA RK
CA PITA L
VILLA GE
A EROJET
BU SINESS
PA RK
SU NRISE
INDU STRIA L
SOU TH
CORDOVA
LA NE
SU NRISE
INDU STRIA L
WA LNU T
WOOD
Eagl es Nest Rd
Woodr
i ng Dr
Exc e
l si or Rd
Mather Regional
Park
Rancho Cordova TCC Project Area
OEHHA, CalEPA, Esri, NASA, NGA, USGS
Project Area Boundary
CES DAC
Low Income Communities
9/14/2026, 5:52:03 PM
0 0.75 1.50.38 mi
0 1 20.5 km
1:40,727
[Organization ID]
ITEM 19.3.
ATTACHMENT 2
TRANSFORMATIVE CLIMATE COMMUNITIES GRANT
AUTHORIZATION TO APPLY
September 21, 2026
ITEM 19.3.
ATTACHMENT 3
GOALS FOR THIS PRESENTATION
Staff will:
• Provide an update on the grant
appl
ication changes based on the
feedback at the September 8, 2026
Council discussion
• Mills Crossing plaza and open space
pr
oject and leveraged housing
projects have been removed
• Request adoption of a resolution
au
thorizing staff to submit a TCC grant
application
ITEM 19.3.
ATTACHMENT 3
FINAL PROPOSED
PROJECT AREA
• Minor updates to the
p
roposed Project Area
boundaries
• Incorporation of additional
de
signated low-income
communities north of
Zinfandel
ITEM 19.3.
ATTACHMENT 3
FINAL PROPOSED PROJECTS
1. Sacramento Regional Transit - Horn Road Light Rail Station construction - $13,000,000
2. Improved pedestrian crossings on Folsom Blvd to the future Horn Rd. Light Rail Station a
nd the existing Mather/Mills Light Rail Station - $1,500,000
3. Construction of 2 Level 3 DCFC Electric Vehicle charging stations - $2,000,000
4. Soil Born Farms - Waste Reduction and Community Food Education programs - $1,300,000
5. Rancho Cordova Food Locker – Community Resource and Resilience Hub - $4,000,000
6. Rebuilding Together Sacramento - Low-income homeowner resilience and repair program - $2,000,000
7. Folsom Lake College – Outreach and enrollment expansion for high-need degree programs - $1,375,000
8. Ongoing Community Engagement and Displacement Avoidance – As a required grant component - $1,375,000
9. Grant Evaluation – As a required grant component - $825,000 Final application funding amounts will vary slightly
ITEM 19.3.
ATTACHMENT 3
APPLICATION SCHEDULE AND KEY MILESTONES
• July – September
Grant application development, refinement
Coordination with community and project partners
Complete technical documentation and supporting materials • September 30
F
ull application due date
• Spring 2027
A
nticipated award notifications
• Spring/Summer 2027
A
greement Execution Transition Phase - 2-3 months to further refine and finalize application concepts
• Through the end of 2027
P
redevelopment Phase - 9 months to complete specified pre-development tasks • 2028- 2032
Implementation Phase - 4 years - Full implementation of all work plans, projects, and ongoing community engagement
ITEM 19.3.
ATTACHMENT 3
STAFF RECOMMENDATION
• Adopt the Resolution
N
ext Steps:
• Staff will make final edits to the application and prepare for submittal by
the September 30 deadline
• Minor adjustments to the final project funding amounts are anticipated
ITEM 19.3.
ATTACHMENT 3
MEMORANDUM
City Council Staff Report - Page 1 of 2
ITEM 19.4.
DATE: September 21, 2026
TO: Honorable Mayor and Council Members
FROM: Micah Runner, City Manager
SUBJECT: A RESOLUTION TO ADOPT A CIVILITY PLEDGE
RECOMMENDATION
Adopt the Resolution.
RESULT OF RECOMMENDED ACTION
Adoption of the Resolution would demonstrate the City of Rancho Cordova's ongoing commitment to upholding respectful dialogue and aligning itself with national efforts to strengthen communities.
BACKGROUND
At the August 3, 2026 City Council meeting, staff was directed to bring forward an item to consider a Civility Pledge.
In March of 2026, the National League of Cities (NLC) Board of Directors adopted a Resolution focused on reducing polarization and supporting an environment that values shared goals, increased empathy and genuine dialogue. In this effort, the NLC encouraged municipalities nationwide to consider adopting local civility pledges that promote respectful public discourse.
A Civility Pledge provides an opportunity for the City of Rancho Cordova to reinforce expectations for considerate and professional dialogue while recognizing that differing perspectives are an important part of participatory governance.
The city has previously taken steps to establish standards for respectful conduct and orderly public meetings. On October 6, 2025, the City Council adopted Resolution No. 113-2025 establishing a Code of Conduct Policy that sets clear expectations for behavior, decision- making, and interactions that promote effective governance and a culture of civility. On May 18, 2026, the City Council adopted Resolution No. 68-2026 outlining rules for City Council meetings, including processes and standards for debate, addressing the Council, and maintaining order and decorum.
Adoption of a Civility Pledge would build upon these existing practices by expressing a shared commitment to listening respectfully, engaging constructively, and recognizing a collective responsibility for maintaining a professional public environment. By adopting the proposed
City Council Staff Report - Page 2 of 2
Resolution, the City of Rancho Cordova will commit to foster a community where all views are respectfully expressed and heard.
FISCAL IMPACT AND FUNDING SOURCE
There is no fiscal impact.
ATTACHMENT(S)
1. Resolution
ITEM 19.4. ATTACHMENT 1
Resolution No. XX-2026 Page 1 of 2
CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA,
STATE OF CALIFORNIA, ADOPTING A CIVILITY PLEDGE
WHEREAS, the City of Rancho Cordova incorporated in 2003 and is governed by a five- member City Council, with Council Members representing the community; and
WHEREAS, as a member of the National League of Cities (NLC), the nation’s oldest organization representing 19,000 cities, towns and villages across the United States, has called upon its member cities, towns, and villages to develop and pass their own civility pledge, committing to promote civility within their governance bodies; and
WHEREAS, the City of Rancho Cordova recognizes that local government is closest to the people it serves every day, and City leaders have a unique responsibility to create an environment that values shared goals, increased empathy, fosters public trust, and encourages genuine dialogue during exchanges of diverse ideas and viewpoints; and
WHEREAS, the City Council has established standards for respectful conduct and orderly public meetings through Resolution No. 113-2025, establishing a Code of Conduct Policy, and Resolution No. 68-2026, establishing rules and procedures for City Council meetings; and
WHEREAS, in order to build upon these existing practices and publicly declare a commitment to civil discourse, the City Council desires to adopt a Civility Pledge.
NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA shall:
1. Commit to Civility: The City Council of the City of Rancho Cordova will strive to engage in civic and construction dialogue, listening to different perspectives, and addressing disagreements thoughtfully and professionally.
2. Commit to Dignity: The City Council of the City of Rancho Cordova will strive to uphold the principles of dignity in forms of communication, including public statements, discussions, workplace interactions,and digital engagement.
3. Commit to Respect: The City Council of the City of Rancho Cordova will strive to treat all people with dignity and respect, recognizing that differing viewpoints and experiences strengthen our communityand our decision-making.
BE IT FURTHER RESOLVED, those participating in proceedings and interactions with this body, its people, and other participants will be held to similar standards of discourse and will be encouraged to conduct themselves in a way that strives to reflect these same principles.
PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 21st day of September 2026 by the following vote:
AYES:
ITEM 19.4. ATTACHMENT 1
Resolution No. XX-2026 Page 2 of 2
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Garrett Gatewood, Mayor
Stacy Leitner, CMC
City Clerk