REVISED Dated April 22, 2026
Confidential
AGREEMENT FOR PURCHASE AND SALE OF MITIGATION VALUES
Quarry Lakes Parkway, Phases 1 through 4
Union City, Alameda County, California
City Project No. 18-04
This Agreement for Purchase and Sale of Mitigation Values (“Agreement”), dated for reference purposes only as of May 8, 2026, is entered into by and between Rocky Ridge, LLC, a California limited liability company (“Seller”) and City of Union City (“Project Proponent”). Seller and Project Proponent are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Recitals
A. Project. Project Proponent is seeking to implement a project in Alameda County commonly referred to as the Quarry Lakes Parkway Project Phases 1 through 4 City Project No. 18-04 (“Project”) from Old Alameda Creek to Mission Boulevard (State Route 238).
B. Project Approvals. Project Proponent has obtained, or expects to obtain, approvals for the Project (collectively, the “Project Approval”) from U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service, California Regional Water Quality Control Board, and California Department of Fish and Wildlife (collectively, the “Permitting Agencies”)
C. Project Impacts. Project Proponent expects that the Project Approvals will identify permanent impacts that the Project will have on certain resources, species, and/or habitat, including impacts to: (i) seasonal wetland habitat; (ii) channel habitat; (iii) riparian habitat; and (iv) upland habitat for California tiger salamander and California red-legged frog (collectively, the “Project Impacts”).
D. Compensatory Mitigation Requirements. Project Proponent expects that, in connection with issuance of the Project Approvals by the Permitting Agencies, certain compensatory mitigation requirements will be imposed on the Project with respect to Project Impacts all as more particularly described in the anticipated Project Approvals (the “Compensatory Mitigation Requirements”).
E. Compensation for Project Impacts. Project Proponent desires to compensate for the Project Impacts by purchasing sufficient Mitigation Values (as hereinafter defined) to satisfy the Compensatory Mitigation requirements. Accordingly, Project Proponent wishes to acquire at certain Mitigation Values from Seller as described in Exhibit A attached hereto and incorporated herein by this reference (the “Mitigation Values”). The Parties acknowledge Seller is not responsible for fulfilling any of Project Proponent’s mitigation obligations other than those expressly purchased by Project Proponent as provided in this Agreement.
2 F. Mitigation Site. Seller owns land located in Alameda and Contra Costa Counties, California (the “Mitigation Properties”). The Mitigation Values provided in this Agreement will be provided by Seller (a) partially from the Eagle Ridge Preserve East or “Manning Ranch” owned by Seller and located on all or a portion of Assessor’s Parcel Number 903-0002-001-01 (the “Manning Ranch Mitigation Site”); and (b) partially from other site(s) to be provided by Seller (the “Secondary Mitigation Site,” and together with the Manning Ranch Mitigation Site, collectively, the “Mitigation Site”). The Manning Ranch Mitigation Site is more particularly described in attached Exhibit B.
G. HMMP. Seller, in coordination with Project Proponent, intends to prepare and process for approval by the Permitting Agencies, a Habitat Management and Mitigation Plan (“HMMP”), that will address how the habitats at the Mitigation Site will be preserved and managed in perpetuity to meet the Compensatory Mitigation Requirements. The HMMP will include, among other things, generalized mapping of habitats, a long-term management plan, monitoring requirements, and a description and calculation of a long-term funding mechanism to allow for the management of the habitat at the Mitigation Site. In addition, Seller, in coordination with Project Proponent, intends to prepare and process for approval by the Permitting Agencies, a Conservation Easement (as hereinafter defined) that will encumber applicable portions of the Manning Ranch Mitigation Site and, at Seller’s discretion, may also encumber other lands controlled by Rocky Ridge (“Seller’s Remaining Land”).
H. Creation of Mitigation Values. Implementation of the HMMP is intended to create Mitigation Values that will benefit Project Proponent by enabling Project Proponent to meet its Compensatory Mitigation Requirements.
I. Purchase of Mitigation Values. Pursuant to the terms and conditions of this Agreement, Project Proponent wishes to purchase the Mitigation Values at the Mitigation Site, for the purpose of satisfying the Compensatory Mitigation Requirements.
NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual covenants contained herein, the Parties agree as follows:
Agreement
1. Effective Date. For the purposes of this Agreement, the date on which the last Party executes this Agreement and delivers it to the other Party shall be referred to herein as the “Effective Date.”
2. Sale of Mitigation Values. Pursuant to the terms and conditions of this Agreement, Seller agrees to sell for the benefit of Project Proponent and Project Proponent agrees to purchase from Seller, the Mitigation Values at the Mitigation Site.
Project Proponent understands and agrees that it is acquiring the Mitigation Values, subject to Seller’s reservation of rights to existing uses of the Mitigation Site and Seller’s Remaining Land, so long as such uses do not conflict with the requirements of the HMMP.
3. Purchase Price. The purchase price for the Mitigation Values shall be Eleven Million Fifty Thousand Dollars ($11,050,000), as described on attached Exhibit 3 A, subject to adjustment pursuant to Sections 8(a) and 8(d) below (collectively, the “Purchase Price).
4. Payment of Purchase Price.
(a) Payment by Purchaser to Seller. City of Union City is the lead agency responsible for design and construction of Quarry Lakes Parkway – Phases 1 through 4 and the project is funded with transportation grant funds from Alameda County Transportation Commission (“Alameda CTC”) and Metropolitan Transportation Commission (“MTC”).
(i) Initial Deposit. Within ten (10) days after the Effective Date of this Agreement, Project Proponent shall pay to Seller, the amount of One Million One Hundred Five Thousand Dollars ($1,105,000) (i.e., ten percent (10%) of the Purchase Price, referred to herein as the “Initial Deposit”), in immediately available funds. The Initial Deposit shall thereafter be nonrefundable to Project Proponent and deemed fully earned by Seller, except as provided in Section 11 below.
(ii) Draft HMMP Approval Deposit. Within thirty (30) days after Project Proponent’s approval of the Draft HMMP (as set forth in Section 8(a) of this Agreement) Project Proponent shall pay to Seller the additional sum in the amount of twenty-five percent (25%) of the Purchase Price, referred to herein as the “Draft HMMP Approval Deposit,” subject to payment approval per Section 4. The Draft HMMP Deposit shall thereafter be nonrefundable to Project Proponent and deemed fully earned by Seller, except as provided in Section 8(b) or 11 below.
(iii) Final HMMP Approval Deposit. Within thirty (30) days after approval of the Final HMMP by the Permitting Agencies as demonstrated in written correspondence or inclusion into Project Proponent’s permit approval (as set forth in Section 8(a) of this Agreement), Project Proponent shall pay to Seller the additional sum in the amount of twenty-five percent (25%) of the Purchase Price, referred to herein as the “Final HMMP Approval Deposit,” subject to payment approval per Section 4. The Final HMMP Deposit shall thereafter be nonrefundable to Project Proponent and deemed fully earned by Seller, except as provided in Section 11 below. (b) Application Progress Deposits. The Progress Deposits and, if applicable, any Extension Deposits (as defined below), shall be applied to the Purchase Price at the Closing (as hereinafter defined).
(c) Balance of Purchase Price. On or before the Closing, the balance of the Purchase Price shall be paid by Project Proponent to Seller subject to payment approval per Section 4.
5. Closing.
(a) Closing. The term “Closing” or the “Closing Date” shall mean the date that the Mitigation Values are sold by Seller to Project Proponent in accordance with the terms and conditions of this Agreement. The Closing Date shall occur on a date 4 designated by Seller in at least thirty (30) days’ advanced written notice to Purchaser, after approval of the Final HMMP by the Permitting Agencies, but in no event later than December 1, 2026 (the “Outside Closing Date”). If the Project Approvals have not been issued by the Permitting Agencies by the Closing Date, then the following alternative courses of action shall be available:
(i) Project Proponent shall have the right to extend the Closing Date for one period of twelve (12) months. Project Proponent shall exercise such extension by giving notice to Seller at least sixty (60) days prior to the then-current Closing Date and concurrently paying to Seller an amount equal to ten percent (10%) of the Purchase Price, referred to herein the “Extension Deposit,” in immediately available funds, and the Extension Deposit shall thereafter be nonrefundable and be deemed fully earned by Seller, except as provided in Section 11 below; or (ii) Project proponent shall have the right to pay to Seller the balance of the Purchase Price in immediately available funds and any other documents or money required by Project Proponent pursuant to Section 6(b), and the Parties will diligently seek the required approvals so that the Closing can occur no later than the Outside Closing Date; or
(iii) Project Proponent shall have the right to terminate this Agreement, in which event the Parties shall thereafter have no further rights, duties or obligations under this Agreement and in that event, Seller shall retain the Initial Deposit and the Progress Deposits, which shall be deemed fully earned by Seller.
Notwithstanding the foregoing, if Seller and Purchaser mutually agree, each in their sole and absolute discretion, to proceed with multiple phased Closings for partial transfers of the Mitigation Rights (as opposed to a single Closing for all of the Mitigation Rights), then any such arrangement shall be addressed and memorialized in an amendment to this Agreement, including any adjustment to the Purchase Price that may be agreed to as a result of such phasing.
6. Closing Documents.
(a) Deposits By Seller. At the Closing, Seller shall undertake the following actions:
(i) Bill of Sale. Seller shall deliver to Project Proponent a Bill of Sale in the form attached hereto as Exhibit C and incorporated herein by this reference (the “Bill of Sale”), executed by Seller, evidencing the sale of the Mitigation Values to Project Proponent.
(ii) Conservation Easement. If the Conservation Easement (defined in Section 8(a) below) has not already been recorded against the Mitigation Site prior to the Closing, Seller shall cause the Conservation Easement based on direct approval to record by CDFW, to be executed and acknowledged by the parties thereto, and recorded in the Official Records of Alameda County, California, at the Closing. 5 (iii) Miscellaneous. Seller shall deliver such other documents and instructions as may be reasonably required in order to consummate the Closing in accordance with the terms of this Agreement.
(b) Deposits By Project Proponent. At the Closing, Project Proponent shall undertake the following actions:
(i) Balance of Purchase Price. Project Proponent shall pay to Seller the balance of the Purchase Price (as adjusted pursuant to Sections 8(a) and 8(d)), including any increase in the amount of any required endowment in excess of $450,000 pursuant to Section 8(d) below), subject to payment approval per Section 4a, and all Closing costs and expenses that are required to be paid by Project Proponent pursuant to Section 7 of this Agreement.
(ii) Miscellaneous. Project Proponent shall deliver such other documents and instructions as may be reasonably required to consummate the Closing in accordance with the terms of this Agreement.
7. Costs and Expenses. All fees and costs associated with the Closing shall be borne by Project Proponent. Project Proponent and Seller shall each pay their own legal and professional fees and fees of other consultants engaged by them.
8. Seller’s Pre-Closing Obligations.
(a) HMMP. Seller, in coordination with Project Proponent, shall prepare a draft HMMP for the Mitigation Site and submit it to Project Proponent for Project Proponent’s review and approval, which approval shall not be unreasonably withheld or delayed. Project Proponent shall have ten (10) days in which to review and approve the draft HMMP. Project Proponent’s failure to provide Seller written notice of Project Proponent’s disapproval of the draft HMMP within such ten (10)-day period, shall be deemed to constitute Project Proponent’s approval of the draft HMMP. In the event that Project Proponent disapproves the draft HMMP, Project Proponent and Seller shall use their good faith, commercially reasonable efforts to promptly resolve Project Proponent’s reasonable concerns. If Project Proponent and Seller are unable to resolve Project Proponent’s reasonable concerns regarding the draft HMMP, within thirty (30) days, then either Party may terminate this Agreement by providing written notice to the other Party, in which event the Parties shall have no further rights, duties or obligations under this Agreement and in that event, Seller shall retain the Initial Deposit, the Progress Deposits, and any paid Extension Deposit. The HMMP that is approved by Project Proponent pursuant to the foregoing provisions is referred to herein as the “Draft HMMP.” Upon obtaining such approval from Project Proponent, Seller shall process the Draft HMMP with the Permitting Agencies and shall use its good faith, commercially reasonable efforts to obtain the Permitting Agencies’ approval of the Draft HMMP, as soon as reasonably practicable. Project Proponent shall reasonably support Seller’s efforts to obtain approval of the Draft HMMP and shall have the right to participate in discussions with the Permitting Agencies regarding the Draft HMMP. The HMMP that is actually approved by the Permitting Agencies is referred to herein as the “Final HMMP.” All conditions imposed 6 by the Permitting Agencies (and associated costs to comply with such conditions) on Seller under the Final HMMP, shall be subject to Seller’s approval, which may be given or withheld in Seller’s sole and absolute discretion. Should conditions on the Final HMMP increase any costs compared to the anticipated costs of implementing the Draft HMMP, Seller reserves the right to increase the Purchase Price accordingly on a dollar-for-dollar basis (in which event this Agreement shall be deemed automatically amended to account for the same) and Project Proponent agrees to such increase. Seller makes no representations or warranties concerning whether the Draft HMMP will be approved by the Permitting Agencies or concerning the timing for such approval. In no event shall refusal by the Permitting Agencies to approve the Draft HMMP by the Outside Closing Date, or at all, constitute a default by Seller or Project Proponent under this Agreement.
The HMMP shall provide for preparation of one or more conservation easements (collectively, the “Conservation Easement”) for the Mitigation Site and, at Seller’s election, any Seller’s Remaining Land, which conforms to legal requirements imposed by the Permitting Agencies. Seller shall use its good faith, commercially reasonable efforts to obtain approval by the Permitting Agencies of the Conservation Easement as soon as reasonably practicable and in conjunction with obtaining approval by the Permitting Agencies of the Draft HMMP. Seller shall cause the Conservation Easement to be recorded in the Official Records of Alameda County, California, on or before the Closing and concurrently with funding of the endowment. The terms and conditions of the Conservation Easement shall be subject to Seller’s approval, which may be given or withheld in Seller’s sole and absolute discretion. (b) Seller’s Disapproval of Final HMMP. In the event that the conditions imposed by the Permitting Agencies in connection with its/their approval of the Final HMMP are not acceptable to Seller (which approval may be given or withheld in Seller’s sole and absolute discretion), and Seller and Project Proponent are unable to resolve Seller’s concerns to the satisfaction of Seller, in its sole and absolute discretion, or Seller is otherwise not able to obtain approval of the Final HMMP, then Seller shall have the right to terminate this Agreement, and the Parties shall thereafter have no further rights, duties or obligations under this Agreement and in that event, Seller shall retain the Initial Deposit and any paid Extension Deposit, and Seller shall return the Draft HMMP Approval Deposit to Purchaser.
(c) Protection and Habitat Improvement. In the event that the Closing occurs, Seller shall at its cost and expense implement all protection and habitat conservation activities and all long-term maintenance, monitoring and other management activities, as required in the Final HMMP. However, notwithstanding the foregoing, Project Proponent shall post all financial assurances required by the Permitting Agencies in connection with its/their approval of the Final HMMP. (d) Endowment. Seller shall fully fund any and all endowments required by the Permitting Agencies to be funded in connection with the recordation of the Conservation Easement and for the monitoring and maintenance of the Mitigation Site in accordance with the requirements of the Final HMMP. The cost of the endowment is estimated at $450,000, which is distributed in Items 1-4 in Exhibit A. However, in the event 7 that the total endowment exceeds $450,000 the Purchase Price shall be increased on a dollar-for-dollar basis for each dollar that the total endowment exceeds $450,000 subject to payment approval per Section 4a. Item 5. Endowment Increase in amount of $150,000 is included in Exhibit A to cover such cost increase if needed. In the event that the total endowment is less than $450,000 the Purchase Price shall be decreased on a dollar-fordollar basis for each dollar that the total endowment is less than $450,000.
9. Limitation of Obligations; Project Approvals.
(a) Limitation of Obligations. Project Proponent’s obligations shall be limited to the payments and other undertakings expressly provided in this Agreement.
Except as otherwise provided in this Agreement, Project Proponent shall have no obligation by reason of the taking the benefit of the Mitigation Site and the Mitigation Values, to support, pay for, monitor, report on, sustain, continue in perpetuity or otherwise be obligated or liable for the success or continued expense, monitoring, management or maintenance in perpetuity of the Mitigation Site.
(b) Limitation of Rights to Mitigation Site. Nothing in this Agreement shall result in Project Proponent having any right, title or interest in the Mitigation Site.
Project Proponent’s sole right shall be to have the Mitigation Values serve as the required mitigation for the Project approved by the Permitting Agencies, provided that Project Proponent satisfies all of its obligations under this Agreement. Project Proponent acknowledges and agrees that Seller intends to reserve for itself and/or to allocate for use by one or more third parties, those mitigation values associated with the Mitigation Site and Seller’s Remaining Property which do not conflict with the Final HMMP. In no event shall Project Proponent have any right, title or interest in any mitigation values other than the Mitigation Values that are created on the Mitigation Site. Further without limiting the generality of the foregoing, Seller reserves the right to sell mitigation values in and around the Mitigation Site on Seller’s Remaining Land.
(c) Project Approvals. Project Proponent shall be solely responsible to the Permitting Agencies for obtaining the approval to use the Mitigation Values to meet the Compensatory Mitigation Requirements. In that regard, Seller has made and makes no representation, warranty or guaranty that the Permitting Agencies will approve the Mitigation Site as meeting the Compensatory Mitigation Requirements or that the Mitigation Values will be sufficient to fully mitigate the Project Impacts.
The Parties expressly agree that any mitigation or activities of Project Proponent not covered by this Agreement and any other mitigation set forth in the Project Approvals, other Project permits or any Habitat Mitigation and Monitoring Plan for the Project approved by any regulatory agency, remain solely and entirely Project Proponent’s responsibility. The Parties further agree that Seller shall not be liable, in law or equity, if the Mitigation Values are determined in any way, by any person or agency, to be insufficient for mitigation or regulatory compliance purposes under applicable statutes, laws and regulations. If any court or regulatory agency later determines that the Mitigation Values are insufficient to meet the Compensatory Mitigation Requirements, Project Proponent shall be entirely responsible for satisfying any and all further obligations that 8 may be imposed upon such determination. In that event, no responsibility or liability shall accrue to Seller.
Notwithstanding the foregoing, Seller shall reasonably cooperate with Project Proponent’s efforts to obtain approval by the Permitting Agencies of the use of the Mitigation Values to meet the Compensatory Mitigation Requirements by providing information and executing documents reasonably required by the Permitting Agencies.
Other than Seller’s obligations in Section 8 above, Seller shall not be obligated to bear any third-party cost or to incur any additional liability in connection with such cooperation. (d) Other Project Impacts. Project Proponent acknowledges and agrees that:
(i) Seller is only providing the Mitigation Values required to satisfy the Compensatory Mitigation Requirements;
(ii) The Mitigation Values described in this Agreement are limited to the Mitigation Site.
(iii) The Mitigation Values described in this Agreement are not intended to offset the Project’s impacts to any type of species or habitat not described herein; and
(iv) Project Proponent shall be solely responsible for mitigating the Project’s impacts to such other types of species and habitat.
10. Default by Project Proponent; Liquidated Damages. PROJECT
PROPONENT RECOGNIZES THAT THE MITIGATION VALUES WILL BE REMOVED
BY SELLER FROM THE MARKET DURING THE TERM OF THIS AGREEMENT, AND
THAT IF THE CLOSING DOES NOT OCCUR BECAUSE OF PROJECT
PROPONENT’S DEFAULT, IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF THE DETRIMENT TO SELLER.
THE PARTIES HAVE DETERMINED AND AGREED THAT THE ACTUAL AMOUNT OF
DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF ANY SUCH
DEFAULT IS DIFFICULT OR IMPRACTICABLE TO DETERMINE AS OF THE DATE
OF THIS AGREEMENT AND THAT THE AMOUNT OF THE INITIAL DEPOSIT, THE
PROGRESS DEPOSITS, AND ANY PAID EXTENSION DEPOSIT IS A REASONABLE ESTIMATE OF THE AMOUNT OF SUCH DAMAGES. FOR THESE REASONS, THE
PARTIES AGREE THAT, IF THE CLOSING DOES NOT OCCUR BECAUSE OF PROJECT PROPONENT’S DEFAULT, THAT AN AMOUNT EQUAL TO THE INITIAL
DEPOSIT, THE PROGRESS DEPOSITS, AND ANY PAID EXTENSION DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. UPON ANY SUCH
BREACH OR DEFAULT BY PROJECT PROPONENT HEREUNDER, THIS
AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY
FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF SELLER TO RETAIN SUCH LIQUIDATED DAMAGES;
PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL IN ANY 9 MANNER LIMIT THE ATTORNEYS’ FEES RECOVERABLE PURSUANT TO THIS AGREEMENT. DELIVERY TO AND RETENTION OF THE INITIAL DEPOSIT, THE
PROGRESS DEPOSITS, AND ANY PAID EXTENSION DEPOSIT SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST PROJECT PROPONENT, IN
THE EVENT OF A DEFAULT OR BREACH BY PROJECT PROPONENT RESULTING
IN THE FAILURE TO CLOSE, AND SELLER WAIVES ANY AND ALL RIGHT TO SEEK
OTHER RIGHTS OR REMEDIES AGAINST PROJECT PROPONENT, INCLUDING WITHOUT LIMITATION, SPECIFIC PERFORMANCE. THE PAYMENT AND
RETENTION OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS
A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389.
Seller Project Proponent
11. Default by Seller. In the event the Closing does not occur solely due to a material default by Seller, and provided that Seller fails to cure such default a reasonable period of time after Project Proponent’s delivery of written notice to Seller stating the nature of the default, Project Proponent sole and exclusive remedy shall be to terminate this agreement and recover the Initial Deposit, the Progress Deposits and all paid Extension Deposits from Seller.
12. Waiver of Damages. Each Party waives all claims against each other Party hereto, and all of their respective affiliates, contractors and agents, together with all those persons acting through or on behalf of any and all such parties, for special or punitive damages of any kind allegedly suffered by such Party or any related parties.
13. Limitation of Liability. No officer, director, shareholder, manager, member or other partner of either Party shall have any personal liability with respect to this Agreement whatsoever.
14. Limitations on Assignment; Transfer. The Mitigation Values shall be nontransferable and non-assignable. The Mitigation Values shall not be used as mitigation for any project site or purpose other than the Project.
15. Miscellaneous Provisions.
(a) Ownership of Documents. All work papers, drawings, internal memoranda of any kind, photographs, and any written or graphic material, however produced, prepared by Seller in connection with its performance of services hereunder shall be, and shall remain after termination of this Agreement, the property of Seller, and may be used by Seller for any purpose whatsoever. All copies of the documents produced for this project shall be provided to Purchaser in an electronic format. Seller agrees to return to Project Proponent upon termination of this Agreement all documents, drawings, photographs and other written or graphic material, however produced, received from 10 Project Proponent and used by Seller in the performance of its services hereunder, except for copies of Conceptual, Draft, and Final Mitigation Plan submitted to the agencies. (b) Notices. All notices, demands, consents, requests or other communications required to or permitted to be given pursuant to this Agreement shall be in writing, shall be given only in accordance with the provisions of this Section, shall be addressed to the Parties in the manner set forth below, and shall be conclusively deemed to have been properly delivered: (i) upon receipt or rejection, when hand delivered during normal business hours (provided that notices which are hand delivered shall not be effective unless the sending Party obtains evidence that the notice has been received); (ii) upon receipt when sent electronically prior to 5:00 p.m. on a given business day (otherwise such receipt is deemed as of the following business day) to the e-mail address set forth below (provided, however, that notices given electronically shall not be effective unless the notice has also been deposited in an authorized receptacle of the United States Postal Service as first-class, registered or certified mail, postage prepaid, with a return receipt requested (provided that the sender has in its possession the return receipt to prove actual delivery); (iii) upon the day of delivery or rejection on the day of receipt or rejection, if the notice has been deposited in an authorized receptacle of the United States Postal Service as first-class, registered or certified mail, postage prepaid, with a return receipt requested (provided that the sender has in its possession the return receipt to prove actual delivery); or (iv) one (1) Business Day after the notice has been deposited with either FedEx or United Parcel Service to be delivered by overnight delivery (provided that the sending Party receives a confirmation of actual delivery from the courier). The addresses of the Parties to receive notices are as follows:
To Seller: Rocky Ridge, LLC
193 Blue Ravine Road, Suite 165
Folsom, CA 95630
Attention: Jeff Olberding
Email: [email protected]
To Project Proponent: City of Union City
Marilou R. Ayupan, PE
Public Works Director
34009 Alvarado-Niles Road
Union City, CA 94587
Email: [email protected]
Any Party may change its address for purposes of this section by giving the other Party written notice of the new address in the manner set forth above. (c) Partial Invalidity. If any term or provision 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 to persons or circumstances other than those as to which it is held invalid or 11 unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid, and shall be enforced to the fullest extent permitted by law. (d) 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 covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of time for performance of any other obligation or act except those of the waiving Party, which shall be extended by a period of time equal to the period of the delay. (e) Successors and Assigns. Subject to the restrictions on assignment set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the Parties hereto. (f) Attorneys’ Fees. In the event any of the Parties shall commence legal proceedings for the purpose of enforcing any provision or condition hereof, or by reason of any breach arising under the provisions hereof, then the successful Party in such proceeding shall be entitled to court costs and reasonable attorneys’ fees. (g) 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, 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. The Parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the Parties hereto and lawful assignees.
(h) Time of Essence. Seller and Project Proponent hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision under this Agreement 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.
(i) 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 Project Proponent and Seller, except as provided in this Agreement.
(j) Construction. Headings at the beginning of each paragraph and subparagraph are solely for the convenience of the Parties and are not a part of the Agreement. Whenever required by the context of this Agreement, the singular shall include the plural, and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one of the Parties, but rather as if both Parties had prepared the same. Unless otherwise indicated, all 12 references to paragraphs, sections, subparagraphs and subsections are to this Agreement.
(k) Recitals/Exhibits. The Recitals set forth in this Agreement and the exhibits referenced herein are incorporated herein by this reference. (l) Choice of Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any suit, action or proceeding brought under the scope of this Agreement shall be brought and maintained to the extent allowed by law in the Superior Court of the County of Alameda, California. (m) Counterpart Originals, Facsimile and Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed to be an original, but all of which, together, shall constitute one and the same instrument.
Facsimile or electronic signatures may be used in place of original signatures on this Agreement. The Parties intend to be bound by the signatures on any facsimile or electronic document and hereby waive any defenses to the enforcement of the terms of this Agreement based on the use of a facsimile or electronic signature; provided, however, that the Parties hereby agree to execute and provide to each other original signatures, upon request made by either Party to the other. (n) Representation by Counsel. Notwithstanding any rule or maxim of construction to the contrary, any ambiguity or uncertainty shall not be construed against either Project Proponent or Seller based upon authorship of any of the provisions hereof.
Project Proponent and Seller each hereby warrant, represent and certify to the other as follows: (i) that the contents of this Agreement have been completely and carefully read by the representing Party and counsel for the representing Party; (ii) that the representing Party has been separately represented by counsel and the representing Party is satisfied with such representation; (iii) that the representing Party’s counsel has advised the representing Party of, and the representing Party fully understands, the legal consequences of this Agreement; and (iv) that no other person (whether a Party to this Agreement or not) has made any threats, promises or representations of any kind whatsoever to induce the execution hereof, other than the performance of the terms and provisions hereof.
[SIGNATURES FOLLOW]
13 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dates set forth below.
SELLER:
Rocky Ridge, LLC,
a California limited liability company
By:
Name: Jeff Olberding
Its: Managing Partner
Date: April 22, 2026
PROJECT PROPONENT
City of Union City
By:
Name: Joan Malloy
Its: City Manager
Date:
Attest:
By:
_________________________________
Thai Nam N. Pham, City Clerk
Approved as to Form
By:
_________________________________
Kristopher J. Kokotaylo, City Attorney
Exhibit A-1
Exhibit A
MITIGATION VALUES TO BE ACQUIRED BY PROJECT PROPONENT
AND PRICING
Exhibit A-2
EXHBIT A
COST OF MITIGATION
ITEM
No. ITEM DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL
1 SEASONAL WETLAND AC
(Acre) 3.4 $1,750,000 $5,950,000
2 CHANNEL RESTORATION
(OLD ALAMEDA CREEK/LINE
M CHANNEL)
LF
(Linear
Feet)
1,800 $1,800
$3,240,000
3 RIPARIAN (OLD ALAMEDA
CREEK/LINE M CHANNEL)
AC
(Acre) 1.0 $900,000 $900,000
4 HABITAT PRESERVATION
(UPLAND)
AC
(Acre) 18 $45,000 $810,000
5 ENDOWMENT INCREASE - - - $150,000
TOTAL= $11,050,000
Exhibit B-1
Exhibit B
DESCRIPTION OF MITIGATION SITE
(To Be Attached)
Proposed
Easement
Area 1
Proposed
Easement
Area 2
Proposed
Easement
Area 3
Proposed
Easement
Area 4
Proposed
Easement
Area 5
193 Blue Ravine Road, Ste. 165
Folsom, CA 95630
Phone: (916) 985-1188
Figure 6: Off-Site Mitigation Map
Quarry Lakes Parkway Management Area
Eagle Ridge Preserve East
Contra Costa & Alameda Counties, California
Eagle Ridge Preserve East Boundary
Nielson Property
Quarry Lakes Parkway Mitigation Boundary
Existing Cayetano Creek Corridor
Quarry Lakes Proposed Mitigation
Annual Grassland Preservation (18.00 ac)
Drainage Creation (0.20 ac, 1,800 lf)
Riparian Creation (1.00 ac)
Cayetano Creek Corridor Preservation/Enhancement (0.38 ac) Seasonal Wetland Creation (3.40 ac)
Upland Swale Preservation (0.04 ac)
Ponded Portion of Seasonal Wetland Creation
Map Revision Date: 3/26/2026
Document Path: C:\Project Work\Eagle Ridge East\GIS\mxd\Fig6_OffSiteMitigation_ERE_QuarryLakesMitigation_03262026.mxd 0 800 1,600
Feet
I Scale: 1:9,600 1 in = 800 feet
Print at 8.5" x 11"
Exhibit C-1
Exhibit C
BILL OF SALE (Subject to change. To be updated)
In consideration of receipt of which is hereby acknowledged, Rocky Ridge, LLC a California limited liability company (“Seller”), does hereby bargain, sell and transfer to Union City (“Project Proponent”), the following mitigation values (“Mitigation Values”):
Habitat Type Acreage of Allocated
Mitigation
Total Price
Compensatory Mitigation
Values for Seasonal
Wetland Habitat
3.4 acres $ 5,950,000
Compensatory Mitigation
Values for Channel
Habitat
1,800 linear feet $3,240,000
Compensatory Mitigation
Values for Riparian
Habitat
1.0 acres $900,000
Compensatory Mitigation
Values for Upland
Species Habitat
18 acres $ 810,000
Endowment Increase - $150,000
TOTAL: $ 11,050,000
Seller represents and warrants that it has good title to the Compensatory Mitigation Values, has good right to sell the same, and they are free and clear of all claims, liens, or encumbrances.
Exhibit C-2
Seller covenants and agrees with Project Proponent to warrant and defend the sale of the Compensatory Mitigation Values against all and every person and persons whomsoever lawfully claiming the same.
SELLER:
Rocky Ridge, LLC,
a California limited liability company
By:
Name:
Its:
Date: