HomeMy WebLinkAbout _ 4.1(c)--Purchase and Sale agreement with Amazon.com Services LLC � � �' � � �
� � � ' � �' � � ' � ` CITY OF REDDING
REPORT TO THE CITY COUNCIL
MEETING DATE: May 20,2025 FROM: Jason Gibilisco, Management
ITEIVI NO. 4.1(c) Assistant to the City M�anager
***APPROVED BY***
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jgibilisco@cityofredding.org btippin@cityofredding.org
SUBJECT: 4.1(c)--Purchase and Sale agreement with Amazon.com Services LLC
Recommendation
Authorize and approve the following:
(1) Approve the Real Estate Purchase and Sale Agreement(PSA}with Amazon.com Services
LLC, for 34.06 acres of City of Redding-owned property located at 5855 Venture
Parkway, Stillwater Business Park Parcel 11B (Assessor's Parcel Numbers 054-220-031
& 054-260-003), for$2,554,500; and
(2) Authorize the Mayor to sign the PSA and other documents needed to complete the sale
and transfer of the property.
Fiscal Impact
The sale of the property is expected to be approximately $2,554,500, subject to adjustments for
closing costs, escrow fees, and broker's fee. The net proceeds wi11 be deposited into the City of
Redding's (City) General Fund.
Alte�native Action
The City Council (Council) could alter the terms of the Purchase and Sale Agreement or choose
not to sell the property at this time. Any alterations of the terms would need to be considered by
Amazon.com Services LLC (Amazon)which may delay the close of escrow.
�3ackground/flnalysis
Amazon has submitted an offer to purchase a portion of City-owned property located at 5855
Venture Parkway (Assessor's Parcel Numbers 054-220-031 & 054-260-003), also known as
Stillwater Business Park Parcel 11B and depicted in the attached location map. Amazon is
planning to build a 95,000 square foot distribution facility on the site to serve the City and
surrounding communities.
Report to Redding City Council May 13,Z025
Re: 4.1(c)--Purchase and Sale agreement with Amazon.com Services LLC Page 2
The listed property is a part of the Stillwater Business Park planned development. The basic
terms and conditions of the agreement include:
• Refundable deposit of$50,000;
• Payment of$75,000 an acre or$2,554,500;
• Due diligence and inspection period of 180 days;
o Option to extend the inspection period up to five additional periods of 30 days
each with a $15,000 nonrefundable extension fee;
• Sp1it escrow fees;
• Right of First Refusal for five years on the remaining 22 acres;
• Closing sha]1 occur on or before 30 days following due the diligence and inspection
period; and
• The City will pay a broker's fee of six percent on the purchase price.
The Property was declared exempt surplus property on June 1, 2021, by Resolution 2021-061.
Environmental Review
An Environmental Impact Report (EIR) was adopted as a part of the approved Stillwater
Business Park Planned Development project. The proposed project does not exceed the adopted
EIR's environmental thresholds. Therefore, the proposed project is covered under the previously
adopted EIR. Therefore, the project is in compliance with CEQA.
Council Prior�ity/City ManageN Goals
• Economic Development — "Facilitate and become a catalyst for economic development
in Redding to create jobs, retain current businesses and attract new ones, and encourage
investment in the community."
Attachments
^Location Map
Agreement -unsigned
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PURCHASE AN]b SALE CON'TRACT{"Contract"}
(a partion of Parcel 11B of the Stiliwater Business Park, Redding, Shasta Caunty,California)
This Contract is entered intc� by THE CITY t?F REDDIN+G, a municipal corporation ("Seller"), and
AIYIAZOlY.C(}M SERVICES LLC, a Delaware litnited liability company,and/or its assigns("Purehaser"):
RECITALS
A. Seiler owns thax certain real property tocated in Shasta County, California, described in Exhibrt'
"A"�commonly knowtl as Parcel 11 B of the Stillwater Business Park,Redc3ing, Shasta County, California, Shasta
Caunty Assessor Parcel Nos: 054-22�-031 8c 054-26�-003 (tlle"Parcel lll6"}.
B; Seller desires to seil and P�rchaser desires#a purchase the rights,title and interest in a partioil of
Parcel 11B containing ar� area approxi�nately of thirty-four and six hundredths aeres (34.06 aeres) particularly
described in Exhibit"A-1"hereto(the"Land").
C: The parcel that will eoinprise the Land shall be legally created by virtue of recordatioiz of the Grailt
Deed in the fc�rm attached hereto as Exhibit"13" frotn Sell�r to Purchaser at the Clc�sing{defined belaw}as land
conveyed frc�m a government agency and exempt pursuant to Califarnia Governrnent Code section 664z8(a)(2)
from requirem�nts of filing and recarding parcel,tentative,or final subdivision inap as set forth in the Subdivision,
Map Act(Cal Gc�v:Cade §� 66410-66499_37}.
D: At or r"rght after the Clc�sing, Seller desires to grant to Purchaser and Piirchaser desires to obtain
from Seller a right of first refusal ("Right of Farst Refusal"}to purchase the remaining portian af Parcel 11B on
terms and conditions negt�tiated by the parties hereto prior ta the Closing.
NOW, THEREFOf�E, IN Ct7NSIL3ERATION of the promises an� mutual covenants herein set forth, the
receipt and adequacy of whicl�are hereby acknowledged,Seller and Purchaser agree to the purchase and sale of the
Property(de�ned below), in accordance witll the fotlawing terms and conditions:
I: In�oration of Recitais and Property.
(a) Incarporatian of RecitaIs. The IZecitals hereto are material to this Contract,are incorporated herein
by this reference,ar�d shall be deemed a part af this Cantract far a11 purperses.
(b} PrapertX. The praperty will be comprised af the followir�g{the"Progerty„}: The Land,together
with any and all improvernents sitivated onthe T�and(the"improvements");and all rigl�t,title and interest of�eller,
if any, in and tc�any and all appurtenances, strips ar gores,roads, easements,streets,alleys,drainage fac'rlities and
rights-of-way bounding the Land; all utility capacity, utilities; water rights, licenses, permits, entitlements, and
l�onds� if any; and all other rights and benefits attributable to the Land; and all zights of ingress and egress thereto
(collectively, the'"Additional Interests"}; alt transferable cansents, authorizations,var'rances c�r waivers,licenses,
permits and appravals from az�y gavernmental or quasi-governmental entiry in cannection with the Land or the
Improvements held by or granted tc� Seller, its predecessars in title, �nd/or the agents thereof with respect to the
Land or the Improvements,if any{collectively,the"Permits"');and all right,title and interest of Serler in and to aII
site plans,surveys;sail andsubstratus studies,and engineering and architectural drawings,plans and spec`rficatic�ns;
in Seller's passessian or cnntrol,relating to the Land{the"Plans";and collectively with the Perinits,the'"Intangible
Property")
2. Purchase F'rice. The purchase price for the Prc�perty will be approxirnately $2,554,St�0 {the "Purchase
Price"), subject ta any proratic�ns set fcrrth in Section i2 below. The Purchase Price wilt be payable tc� Seller in
cash or by wire transfer of gaod funds to Title Company for payment to Seller at Closing(defned belt�w},with the
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exact Purcl�ase Frice to equal the pr�duct of$'75;�00 tnultiplied by ttie tatal nutnber of acres aiid fractianal portion
thereof cantained within the Land as certifi�d in the Survey(defined below), In tl�e event of any reasonable dispute
between the parties in respect of the p�r acre cost of the Land, SeIler and PEcrchaser shall meet and confer in good
faith and agcee on the exact Purchase Price of tlle Property p�iar to the expiratic�n ofthe Inspection Period{as may
be extended). If the parties eannat agree on the Purchase Price of the property prior to the expiration af the
Ins�ection Peric�d (as may be extended), then neither party shall 1�e obligated ta consummate the transactic�n
contemplated herein, and this Contract sliall autainatically terminate in accordance with the pr�ivisions set forth in
Section 5(f�:
3': Earnest Marlev and Independent Consideration:
{a} Earnest Monev. Within five(5)business days after the Effective Date,Purchaser wiil deposit with
Chicago Tit1e Insurance Cornpany, 701 Fifth Avenue, Suite 2'700 Seattle, WA 9$1{�4, Attentic�n: I?arnella Ward;
�mail;Darnella.Ward@ct�:com{"Title Company°},the sum of$50,104 as earnest money llereunder(the"Earnest
Maney'�). The�arnest Money wili be deposited by Titte Company and held in a non-iilterest-bearing accaunt until
Closing. The entire Earnest Money will be applied towards the:Purchase Price at Glosing,or will be atherwise IZeid
and disbursed as herein provided,provided,hc�wever,that a portian Qf the Earnest Money in the amount of$I OO.�tI
shall be nonrefundabte to I'urchaser, but applicable to th�Purchase I'rice at Closing,and in all instances in whicl�
this Contract is terminated, Seller shall be er�titled to retain such$100.00 amaunt.
(b} Independent Consideration. As independent consideration for the rigllts granted to Purchaser;
Purchaser has�aid to�eller the sUm of$100.00 as part c�f the E�rnest Money,the receipt and sufficiency af which
are hereby acknavriedged {the "Independe�at Consideration"). The Independent Cansideration shall be
nonrefizndable to P�rchas�r as independent cr�nsideration for the rignts extended to Purchaser hereunder,including,
without limitatian, ti�e right to terminate this Contract as prt�vided herein. In all instaz�ces in whicil this Contract is
terminated Seller s1�all be entitied to retain the Independent ContracC Consideration, The Independent Contract
Consideration shall be applicable to the Furchase Price or treated as consideration given by Purchaser for any
purpose other than as prauided herein.
4. Due Dili�ence Documents. The following documents will be delivere�l ta Furchaser:
(a) Title Commitment. During or prior to the Inspection Period,Purchaser will,atPurchaser's expense;
arder a current commitment frarn Titie Gampany {the "Title Commatrnent") committing the Title Company to
issue an ALTA owner's paliey af title insurance with exter�ded cQverage in the full amount af the Purchase Price
(the "Titie Policy"}.The Title Pali�y shall insure gc�ad and marketable fee simple title to the Property in Purchaser,
in the amount ofthe Purchase Price,subject onlyto the Permitted Exceptians(defined below).
(b) Survey. Within five (5)business days after the �ffecti�e Date, Seller r�vill deliver to Purchaser�
Purchaser's legal counsel; and Title Company a true, ccrmplete and correct copy of Seller's most recent survey of
the Property, if any{the "Exist�ng 5urvey"}. Purchaser may, at Purehaser's option and sale expense, commission
a new ALTA survey or updated Existing Survey conforming with ALTA standards {the "Sut~vey"}. 'r'he Survey
will be certified to Seller,Purchaser and Title Company and 1viII show the tatal number ot acres comprising the
Land. For purposes c�f the property description to be included in the I3eed{defined beiaw}, Title Palicy (defined
below}and other dacuments to be delivered pursuant to Sections 10 and l l,the field notes prepared by the surveyor
on the Survey will contral any conflicts or incansistencies and will be incorporated upon completian and ineluded
as the property descript"ran;in the Deed�nd the Title Policy.
(c) Documents. W�thin fve(5}business days after the Effective Date, Seller will deliver to Purchaser
true, cc�rrect, and complete copies of�i} all documents �n the Seller's possessian pertaining to the development�
ownership and/or operation of the �'roperty, ineluding but nat limited ta, audits, assessments, studies, reparts,
analyses,results of'rnvestigations,or other information related to healtn,safety,or the environment with respeet to
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tlie Property that have been performed during Seller's ownership of the Praperty,or which relate ta periods priQr to
Seller's ownership of the Property and have been provided to Seller; (ii} any Ieases; licenses ar other agre�ments
permitt��zg ai�y party to passess,occupy ar ente��ii�to all�r any pcsrtion of the 1'roperty;'{iii)econamic development
incentives, subsidies or other pubiic financing/assistance docurnents relating ta the Property, {i�)agreemec�ts tt�at
specify the contractors, subcontractors, labor, or uendors that can perform work at the Property; (v) land use
approvals, licenses; permits; and final certifieates of occupancy relating t�any buildings icacated an the Property;
{vi) eviden�e af zoning for the Land; (vii} copies af all properly and liability insurance palicies for the Property;
(v'rii) a natural hazard disclosure report, and {ix) ad valorem tax natices and receipts for the Iast three (3) years,
tc�getl�er with the tax bill for the current year(callectively,the"I?c�cumeuts").
(d} Review of Title, Survey; and Dflcuments. Purchaser will have until 11:59 p.m.,Pacific Time, on
that date which is one hundred twenty{120}days after receipt of the Title Coinmitment and Survey("T►t1�Revievs�
Period"};ta review and approve the matters reflected in the Title Cammitment and Survey; but in no event shall
the Title Review Period extend beyand#he expiration af the Inspecti�n Period (defined belaw). If Purchaser
determines that the Titie Commitment and Survey reflect or disclose any defect;exception,or other matter affecting
the I'resperty unacceptable ta Purchaser in its sole and absolute discretion, then Purchaser will natify Seller af
Purchaser's objections prior to the expiratian of the Title Review Pet•iod ("'t7bjection Notice"). If 5eller faiIs to
cure Purchaser"s abjections within ten{1Q) days after Seller's receipt csf the dbjection Notice (the "�eller's Cure
Period"); Purchaser rnay, as its sole and exclusive remedy, terminate this Contract by providing writken notice c�f
termination to Seller within ten (10} buslness days after the expiration of Seller's Cure Period; whereLipon this
Contract wili be termir�ated, Seller will retain the Independent Cansideration, and the Earnest Mon�y will be
refunded to Purcl�aser, and thereafter neither Seller nor I'urchaser will have any continuing rights ar obligations
otl�er than those abligations which expressly survive termination af this Contract. IfPurchaser fails tc�terminate
this Contract within that period,Pttrchaser wi11 be deerned to have approved and waived any c�bjection to the matters
contained in the Title Commitment, Survey, and L)acuments, If; priar ta Closing, Title Company issues a
supplement ar amendment ta ti�e T�tIe Commitment showing additional title exceptions {each; an "Amended
Report"),Purchaser wiil haVe five (5}days from the date af receipt of each Amended Report and a copy of each
document referred ta in the Ameilded Report in�hich to give written n�tice(each,a"Supplemental Title Notice")
to Seller of its objection to any additional matter affecting the Property that is unacceptable ta Purchaser, in
Purchaser's sale and ahsolute discretion, shown in such Arnended Report. If Seller fails tc� cure Purchaser's
c�bjections within ten (10) days after 5e[ler's receipt of the Supplernentai TitCe Notice (each, a "�eiter`s
Supplemental Title Cure Period"}, Purchaser may etect, as its sole �nd exclusive remedy, to terminate this
Cantract by providing written notice c�f termination ta Seller within ten{10} business days after the expiration of
each Seller's Supplemental Titie Cure Periad; whereupon this Contract will be terminated; Seller wi�l retain the
Independent Ct�nsideratian;and the Earnest Money will be refiinded to Purchaser,and thereafter neither Seller nor
Purchaser will have any continuing rights ar abligations other than those that expressly survive termination of the
Contract. If Purch�ser fails to terminate this Contraet within such period, Purchaser will be deem�d to have
approved and waived any�bj ection ta the additional matters contained in such Arnended Repart. All rrtatters shflwn
under Schedule B—Secti�n II of the Title Cominitment,any Amended Repc�rt and by the Survey to which Purchaser
has not objected or Purchaser has waived as provided herein will be cc�nsidered to be °l'ermitfied Excepti�ns."
Notwithstanding the foregoing, under nc�circumstances will Purchaser be required to object to any monetary liens,
any existing liens reflected in the Title Commitment,or other rnatters shown an Schedule 'B—Section I" thereto,
all of wl�ich.(except for the lien or liens far taxes not yet due and payable}will be released or satis�ed by Seller at
its expense prior to Closing.
5; Feasibilitv Contin ency.
(a} The abligations of Purchaser under this Contract and consummation aF Closing are;in Purchaser's
sole and absolute discretion,subject tc�Purcl�aser performing due diligence, reviewing the Dacuments,�ompleting
an inspectic�n of the Property, and determining; in Purchaser's sole and absolute discretion,that it is feaszble for
Purchaser ta own and operate tl�e Prc�perty in a manner and upon terms and conditiions satisfactory to Furchaser
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(callecti�ely; "Due piiigence Activities"): Purchaser will have c�ntil 11:59 p:m., Pacific Ti�ne, on tlzat date which
is 180 days after the Effective Date{as may be extended pursuaz�t to Section 5(e}belaw,the "Inspection Period");
to perform such Due Diiigei7ce Activities as Purchaser may desire ilz its sole and absalute discretian,including,b«t
nat lirnited to; invasive testing,sucl�as soil bor'rngs,installation of groundwater monitoring we11s aixd callection of
soil and groundwater samp��s in cannectior� with a Phase II envirotunental assessinent. I3uring the Inspectial�
Period, Purchaser may file applications with applicable governing a�tth4rities for approval ta pl�t or replat the
Praperty for its platined develupment, and to c�btain devetopment committnents, entitlements, permits and
approva[s,alI as inay be deemed necessary by Purchaser in connectian with its conternplated use alid development
of tlte Property {collectively, ali of the foregoir�g �ommittnents, entitlemeiits, pertnits, and approvals are the
"Approvals"}, and Seller agrees to caaperate with Purchaser and execute such documents reasanably required in
connectian with the Approvals. Such Approvals will not impose�ny burden ar be binding up�rn the Property prior
to Closing,nor rmpose any cost or liability on Seller,exeept to the extetlt consent�d to by Seller,whicl�consent�vvill
not be unreasonably withlYeld.
(b) Intentionally oinitted:
�c} Prior to any�ntry upon the Froperty by Purchaser, or its contractor; agent; emplayee, consultant;
or otller tliird party at I'urchaser's direction (each, a "Purchaser Consultant"'), Purchaser and any Purchaser
Cc�nsuItant entering the Property sl�alt maintain {I) commercial gei�eral Iiability in$urance, on an "occui-rence"
policy fc�rrn,with limits of liability of na less than Two Million Dailars{�2,400,000.00}per occurrence arld in the
aggregate,covering any losses,persc�nal injury,death,prc�perty damage or other liability arising out of the exercise
of Purchaser's inspection rights hereunder,(2}business auta caverage fQr owned,hired and n�sn-awned automabiles
with each accident limits of no l�ss than{�ne Million Dollars($1;000,000},and{3)worker's sampensation insurance
for th�ir respective employees as required by taw. Purchaser shatl maintain {and/or cause the P�rchaser
Consultant(s}to maintain)such coverages in effect at all times priar ta the Cl�sing or any earlier terminatian of this
Contract. Such general Iiability and automabile liability policies sha11: (i)be endorsed`tc�add Seller as an�dditionat
insured;(ii}be endarsed to provide tl�►at such coverage shall be primary and that any insurance maintained by Seller
shall be excess and non-contributing; (iii)pravide for severability af interests;(iv}provide that an act or omissi+an
c�f c�ne of the namect or adctitionat insureds shail not redziee or avaid coverage to the other named or additianai
insureds; and (�r} be issued by an insurance campany ar companies autharized ta da business in the State of
Califarnia with a financial rating of at least a°B"+UIII status as rated'rn the most recent editic�n c�f Best's Insurance
Reports. Sell�r is dir�cted ta Purchaser's memorandu�n af insurance at www,amazon.comfmoi�
{d) Purchaser and Purchaser Cansultants may enter up�n the Property at all reasanable times during
the term c�f the Contract to coilduct engineering,environmental and geotechnical studies ar any other inspections or
tests. Purchaser will indemnify and hold Seller harmless from and ag�inst any and a1I losses or costs ulcurred by
Seller due to any injuries to persans or damage tc� the Land c�r Tmprovements resulting from such studies;
inspectians, andtar tests, and if Purchaser faiis to close its acquisitian of the Property pursuant to this Contract;
Purchaser will restore any material dainage to the Land ar Impr�vements caused by Purchaser or Purchaser
Consultants to a reasonable equivalent of its pre-inspection conditian;prc�vided, hc�wever,that Purchaser shall not
be obligated to indemnify on c��id Seller harmless from any �osses or costs arising c�ut of or relating to(i) acts c�r
ornissions of Seller, its agents,or representatives; {ii)Hazardous Materials(definedbelc�w}not first placed�n the
Prc�perty by Purchaser or�urchaser Consultants;or{iii}mere disc�very of c�nditions, facts,or circumstances that
adversely affect(or may adversely affect}the value of the Praperty,Purchaser's obligations under this Section shall
survive termination of this Contract for a periad of twelve{12)months:
{e) Purchaser may extend the Inspectic�n Period fgr up to five(5)additional periods af thirty(30�days
each by{i) delivering to Seller and Title Company written notice of Purchaser's election to ext�nd the Inspection
Periad then in effect, prior to the expiration of the Inspectian Periad, and (ii) deposit'rng witih Title Company the
sum af$15,000("Extension Fee"}within three(3)Business I7ays after the expiration af the Inspection Period then
in effect. The Title Campany shall hald the Extensian Fee in a n4n-interest-bearing account until Clasing. The
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Extes�sic�n Fee will constitute additional Ear��est Mc�ney an�i will be applied against the Purchase Price at Closing;
but will be non-refundable to Purchaser if Purchaser elects a discretiai�ary terminat'ran af the Contract during the
Inspectioil Period as provided in this Sectian.
(� If Purchaser elects tc� proceed with Closing, then Purchaser wiIl notify Seller and Title Company
in writing(#he"Agprovai Notice"'�priar to the expiratian of the Inspection Peric�d. LTnless the Approval Notice is
previausly c�e�ivered ta Seller,upon the expiration c�f the Inspectic�n Periad,Title Cainpany wi11 promptly return the
Barnest Money to Purcl�aser and, provided that Seller is nat in default hereunder beyr�nd applicable cure periads;
will d'rsburse any Extension Fee on deposit to Seller, and all obligations of the parties undet-this Contract will
tenninate, excepting those obligatians that expressiy survive termination. In addition, if Purchaser notifies Seller
during the Inspectian Per'rod that it does not intend to pr�ceed with the acquisitic�n of the property(far any r-eason
or na reason in Purchaser's sole and absolute discretion}, then Title Gampany will proinptly return the Earnest
Money to Purchas�r and, provided that Seller is not in default hereunder beyand applicable cure periods, will
disburse a�ly Extensioll Fee on deposit to Seller,and all obligatians of tl�e parties under this Contractwill ter�ninate;
except far those obligatians that expressly survive ter�ninatioti of this+Contract.
(g} Costs and Ex ep nses.Purchaser shall pay ail costs and expenses associated with alt surveys,reports,
studies and other inspeetions and investigatians prepared or conducted by or an beltalf of Purchaser her�iander:
(h) Purcl�aser's Due Dili�ence Information. If tl�is Col�tract tertnznates for any reason other than a
Selier default, Purchaser shall, within ten(14} business days after receipt of written notice �ram Seller delivered
within ten(I0}business days after any such termination crf this Contract, without any recaurse, re�resentation, or
warranty with respect ta the same, provide to Setter copies of'alI data, reparts, test results, and other materials
prepared by thirct parties for;on behalf c�f,or at the request of Purchaser in c�nnection with its feasibility studies of
the Property during the tenn of this Cc�z�tract(collectively, "Purchaser Dne Dilig�nce Information"}: The terrn
"Purchaser'I)ue Diligence Tnformation"shall not include,and 1'urchaser shali have no obligatia�i ta provide 5eller
with,any of the foilowing: {i)any items containing confidential, proprietary,or privileged infarrnatian,(ii}any af
Purchaser's financial infarmation, (iii} any plans/drawings for Purchaser's project and reiated impravements, or
(iu}any item prt�hibiting assignment or re-prad�lctial�by its terms. Purcl�aser does nQt represerit or warrattt to SelIer
that it wiil obtain any Furchaser I�ue Diligence Information. Witl� r�spect tcs any Purchaser 1�ue Diligence
Informafian provided to Seller, Seller agrees that {A) Purchaser makes no covenant, representation, or warranty
whatsoever as to such information,including,without Ii�nitat'ron;its content,reliability,accuracy,or completeness;
(B)if Seller uses or relies on any Purchaser Due Diligence Informatic�n, Seller shall do so solely at Seller's own
risk,and Purchaser rnakes nc�representatian,warranty,or assurance as to whether SeIler has any righf to use or rety
thereon,{C)the parties preparing any such inforrn�tion�re not t11e agents af Purchaser;(D}Purchaser sha11�iave pza
duty t�advise S�ller of any misrepresentatians,misstatements,mistakes, errors, or other inaccuracies cotltained in
such informatian, and(E)1'urchaser shall have no liability, and is hereby released frorn all liability; to Seller, its
successors andJor assigns, with respect to such inforrnation, including, without limitation any liability far
misrepresentatians, misstatements, mistakes, errc�rs, or other inaccuracies c�ntained �n such information. The
delivery of such reports and studies shall be subject to the proprietary rights af any engineer br other cansultant
preparing the same and any limitations on use imposed by thern. Purcl�aser's obligations in this paragraph shall
survive the termination ofthis Cr�ntract.
6; Representations,Warranties and Covenants of Seller. 5eller hereby represents,warrants,and covenants to
Pur�haser as follaws,which representations and warranties contained in this Section are made by Seller both as of
the Effective I?ate and as of the CIosing I7ate,and will survive CIosing for a period of twelve(12)months thereafter:
(a) Formatian;E�cistence. Seller is a municipal corparation duly formed,validly existing,�nd in gc�od
standing under the laws of the State of Califomia, and is quaiified to da business in the jurisdictiion where th�
Prr�perty is located,to the extent as may be r�quired by applicable Iaw:
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(b) Title. Seller represents and warrants to Purchaser that Seller presently has and will have at�losing
recard title to the Property, and that, at Closing, such title wili be free and clear of all liens; encumbr�nces,
covenants,restrictions, rights-of-way,easements; leases;and ather matters affectii�g title, e�cept f�r the Perinitted
Exceptions. Seller further represents and warrants to Pttrchaser that tl�e Property will be transferred to Pttrchaser
free and clear of any management; service, brokerage,ar other contractuai obiigati4ns, other than tl�ose disclosed
to and approved in writing by Purchaser;
(c} N�Assignment ar Encumbranc�: Seller furtller covenants and agrees with Purchaser that,frc,m the
Effective Date until Clasing, Seller will not sell, assign, or convey any right,title, ar 'rnterest wh�tsoever in ar to
the Property; or create flr permit to exist�.ny lieii, secirrity interest, ease�nent; encumbrance, charge, or canditio�l
affecting the 1'roperry(uther than the Permitted Excepti�ns)without promptly discharging the same prior to Closing.
(d) No Actions. There are no actic�ns} suits, or proceedings pending or, to the best af Seller's
I{.nawledge; threatened against Seller or otl�erwise affecting any portion of the Properiy, at law ar in equity, or
befare or by any federal, state, municipal, or other gaverrunental court, department, commissicsn,baard, bureau,
agency,or instrumentality,domestic ar fcsreign.Until the Closillg Date or saaner termination af this cantract,Seiler
wiIl provide Purchaser notice t�f aizy pending zaning changes which may foreseeably impact Buyer's planned use
of the �roperty. In the event that Buyer detertnines, prior to Closing Date ar terminatic�n of this contract; that a
pending zc�ning chang� may materially iinp�ct Purchaser's planned use of tl�e praperty, Purchaser shall have the
right to termi��ate this agreement for convenience on the same terms as a force fnaje�re event. For the purposes of
tllis sectic�n; a zoning change is "pending" if it has been (1} referred to the Planning Cammission for study and
recornmendatian, (2}directed to staff for drafting or study by tlle City Council, (3)placed an published agenda af
either the City Council of the P[anning C+ammission, or {4} the subject csf any initiative petitic�n cleared far
circulatic�n.
�e) Authori `. The execution by Seller af this Contract and the consumtnatic�t� by Sel1�r of t11e sale
contemplated hereby have been dt�ly authorized,and do not,and,at the Clc�sing Date,will not;result in a breach of
any of the terms or conditions of;,car constitute a default under any indenture;agreement, instrument?ar obligatian
to which Seller is a party or by which any portion af the Praperty is bound, h10 cc�nsent of any lender or any other
party is required for Selier to enter into this Contract.
(f} Continued Maintenance, From the Effective Date through the Closing' I�ate, Seller will: (i}
continue to rnaintain the Property in its present candition, {ii} not make any alter�tions or impt•ovements to the
Praperty or on the Land, nor demolish any of the Property and(iii} ma�ntain its existing insurance policies for the
Property.
{g) Leases. Fram the Effective Date through the Closing Date, Seller will not enter into any lease,
occupancy agreement, license,or other agreements ar rights w'rtli respect to the use or accupancy c�f any portion af
the Property without Purchaser's prior written consent,and no leases,occupancy agreements,licenses,or rigl�ts of
parties in possession affe�t the Praperty as of the Effective Date and nane will affect the Property at Closinb.
(h} No A�reemen#s. From the Effective I?ate through the Closing Date, Seller will not enter inta ar
amend any csrat c�r written agreements affecting the Property which might become '6inding on Purchaser or the
Property at`or after Closing withaut Purchaser's wr'rtten consent.
(i) Compliance with Laws. To Seller's Knowledge,the Pcoperty c�mplies with ati applicable laws and
ordinances, and tihe present maintenance, operatic�tl�nd use of the Property does nat v'rc�late any enviranmental;
zoning, subdivision, building or similar Iaw, ordinance, code, regulatian or gavernrnental perrnit affecting the
Froperty. At Closing, the Property will be a separate legal lot under applicable law by virtue of the canveyance
prc�cedure set farth in Recital C. The Prc�perty is not#he subject of any outstanding order or natice �oncerning
violation of zoning,subdivision, building or similar law, ordinance,code, regulation or governmental permit and
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Seller has cured any sueh order or notice of vic�lation which Seller has received. Selier is nut obligatied to perform
any repairs; restorations, or improvernents to the Praperty pursuant to an agreementi witll any persc�n, entity t�r
autharity, ii�cluding any tenant, lent[er, itlsurance carrier,or governrnent authority.
(j} Environmentai.
(1) "'Enviranmental Req�iremsnts" means any and all existing or future federal, state,
regional, �ocal ordinances, codes, rules, regu�ations, common law, r�r other requirelnents of any govern»ental
entities or legislative authorities retating to the protection c�f human health or the enviranment or natural resaurces
or expasure ta Hazardous Ivlater'rals, inciudi�zg bat nat lilnited #o the Camprehensive Envir�nmental Response;
Compensatian and Liability Act,42 U.S.C. §�601 et sec�:;the Resaurce Conservation and Recovery Act,42 U.S.C,
§6��1 et seq.;the federal Water Pollution Control Act,as amended,33`U.S.C,� 1251 et seq.;the federal Clean Air
Act, 42 U.S:C. § 7441 et seq.; the federal Emergency Planning �nd Community Right-Ta-Knc�w Act,42 LJ.S.C. §
11001 et seq.,the federal Hazardous Materials Transportaticsn Act,49 U.S.C.§5101 et seq.;the federal C)il Pollution
Act, 33 U.S.C. � 2701 et seq.; the federal Insecticide,Fungicide, and Rodenticide Act, Federal Pesticide Act, 7
U.S:C. § 136 et seq:;the Federal Endangered Species Act, 16 U:S.C. § 1531,et seq.,the federal Taxic Substances
Control Act 15 U:S.C. § 2601 et seq.; the Federal Saf� Drinkiizg Water Act� 42 U.S.C. § 300f et seq.; and the
Occupational Safety and Healttz Act 29 tJ.S,C: § 651 et seq.; all state and local countexparts thereto; and any
regulations,poticies, permits, or appravals pro�nulgated or issued thereunder, as these laws,rules and regulations
were in the past or ar�curretltty in effect at the relevant time period. "Ha�ardous Maferials"means any hazardous
or toxic substance,material;waste, pollutant, or cantaminant, whether in solid;semisc�lid, liquid or gaseous fcrrm,
including without lirnitation, asbests�s, polychlorinated biphenyls, petraleutn, petroleum distillate, petroleurn by-
products,lead-based paint,mi�robial growth,mycatoxin,fungus,and any material or substance listed or defit�ed as
"�I�Z3Pl.�OUS $ll�St111C£��� '��"1�Z�I`tlUt1S W15t��'t rr111Z11'{�DUS TT13��T11���� "�(}X1C W1Sf��n 4C "tOXfC SU�75t8fIGt,'�� UTIf}0P �11�/
En�ironmental Requirements.
{2) During the period tflat Seller has c�wned the property;there is not nvw nar has there been
any storage, production,transpartatit�n,dispc�sal,recycling,treatment, or release of any Hazardc�us Materials on nr
in the Property. Seller has complied with all Environrttentat Requirements. To the best of Seller's Ii�..nowledge;;
there are no wells,sumps, clarifiers, undergrour�d storage tanks, covered surface impoundments, or other sources
of Hazardous Materials or ccrntaminants oi�the Property, or previously located on the Property and sLibsequently
relnoved.
(3} To the best af Seiler's Knowledge, prior tt� Seller's acquisitian of the Property there was
no starage, production, transportation, disposal, treatment or release of any Hazardous Materials on ox in the
Property, including but not limited to any undergrc�und storage tank; surface irnpoundment, lagoc�n, or c�ther
containment facility far the:storage of Hazardous M�terials,or sumps,clarif ers, or on-site wells.
(4) To the best of Seller's Knowledge, there have been no Hazardaus Materials on or in
neighboring properties which,through soil or groundwater migration,cc�uld have moved to the Property.
{5) Seller is not the subject af any outstanding order witl�ar from any governmental authority
respectu�g (i)Environmental Requirements, (ii)Remedial Action, or (iii)any retease or threatened release of a
Hazardous ,Material. "Remedial Aetic�n" �neans all actians undertaken pursuant ta or in accordance with
Environmental Requirements to(w}clean up,remove,r�mediate,treat or in any ather way addres�any Hazardous
Material, (x}prevent the release of any Hazardous Material so it does not endanger or threaten to endanger public
health or welfare or the'rndoor or outdoor environiinent,{y}perform pre-remedial studies and investigations or past-
remedial monitoring and care, and (z} respond to or correct a condition af non�ampliance with Environmental
Requirements.
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(6) Seller has not received ai�y written ar or•al commurlication alleging tlZat,with respect to the
Froperty, Seller is 'r1� viotatiorr af any Environmental Requirement ar is otherwise:subject to liability ui�der any
Environmental Requirement.
(7} Seller has provided to F'urchaser all audits, assessments, studies, reports, analyses;results
of investigations, or other infar�nation related to healtil, safety, or the environrnent with respect to the Properiy
within the City's passession or coiltrol, tl�at have been perfc�rined during Seller's awnership of#he Property, or
which relate fo periods priar to Seller's awnel�ship of the Property and have been pravided to Selter.
(8} Seller will ilzdemnify,defend,and hold Purchaser harrnless fram any clailns,damages,and
liability af every kind,includii�g all expenses af litigatian and at�orneys'fees,(i�arising fram a b�•�ach of any Seller
representation or warranty; ('ri)arising from a breacia or defauit under any covet�ants or agreements set forth in this
Contract; or(iii} incurred under Environznental Requirements fo �ddress any release af HazardQus Materials for
which Remedial Action is reqtiired by Environmental Requirements or �ny violation of Environmental
Requirements. Notwithstanding the faregaing, Seller sltall have no obligatians under this paragraph with respect
to(i)any release 4f hazardaus materials which c�ccurs after Closing,{ii}any change of Envirorvnental Requirements
which ca�ne inta effect after eiflsing, or(iii} any retease or violation arising;�r due to any action or inaction by
Purehaser.
(k) Condemnation. There is no pending, nor tc� Seller"s Knowledge threatened, condemnation or
sunilar proceedings affecting the I'roperty:
(1) OFAC Cam�liance. Setler has nat been and will not be a person or entity described by Sec. 1 of'
the Executive Order° {No. 13,224) Slockxng Praperty and PrQh'rbiting Transactions With Persons Who Commit,
Threaten to Cammit,or Support Terrorisin,56 Fed, Reg:49,079(Sept:24, 2Q01)and llas not been and will nat be
a person or entity with wl�am a citrzen af the United States is prphibited frorn engaging in transactians by any trade
embargo, ecar�c��nic sanetion, ar other prc�hibition af United States law, regulation, ar exeeutive arder of th�
President of the United States, at�d to its knowledge, has not aud will not engage in any deatings ar transactions,at
any tiln�otherwis�assaciate,with any such pet•soi�s or entities.
(m) Condition ofPrc�perty.Ther�ar�na material physical,structural,or mechanical defects in any part
af the Property:
{n) Pers�nal F'roperty: There is no material persai�al praperty awned by Seller and used or associated
w'rth the Land.
{o} Inteiitionally Omitted.
(p) ITntrue Statement.None of the representations,warranties,csr covenants made by Selier under this
Contract contains any untrue statements of material fact or omits a material fact necessary in order to make the
statements nat misleading.
(q) Assumntion of LiabiIities.Except far thase obligations expressly assumed by Purehaser under the
terms of this Contract, Purchaser; by virtue of the purchase of the Property, will not be required to satisfy any
obligation of Seller arising priar t� the Closing Date. (Jther than proratibns and such obligations sa expressly
assumed by Purchaser c�r any liens or ather obligations with respect to the Property t11at result from any action or
activities by or on behalf of Purchaser,Seller,after the date af C1Qsing,w'rll pay and discharge any and all Iiabilities
of each and every kind arising out of or by virtue of the pc�ssession, o�vnership or use of the Property prior to the
Clasing Date,and shall indemnify,defend and hold Purchaser harmless therefram.
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(r) Taxes and Special Assessments. Seller h�s not submitted an applicatian for the creation of any
special taxing district affecting the Property, ar annexatian thereby, or inclusian therein. To Seller's Knowledge;
Seller has nc�t received notice that aily governcnental or qtiasi-gavernmental agency or authQrity inteltds to itnpase
ar itzcrease any special or ather assessrnent against the Pr�perty, c�r any part thereof, including assessments
attributable ta revaluations of the Praperiy. Tc�Seller's Knowledge,there is no ongoing appeal with respect to taxes
or special assessments on the Property for aE�y year.
(s) I�to Cantractual or I�onative Commitments. Seller has nat entered into any, and to Seller's
Knc�wledge, there are no cantractual or danative com�nitments relating to the Properiy tts any goverrunental
autharity, quasi-governinental autharit�, utility company, cominunity assaciation, homeowners'association or to
any o�li�r arganization, graup, ar individual which wauld impase any abligatian binding upan Purchaser to make
any cantribution or dedication �f money (including, withaut limitatir�n, mitigation fees) or land, or to constructy
install or maintain any impravements of a public ar private nature o�i or aff the Praperty {other than impact fees
that may arise in connectior�with-PL�rcl�aser's develapment).
(t) Bankruptcy. There is na bankruptcy, insolvency, rearrangement or similar action or praceedingg
whether voluntary or invole►ntary,pending or,to Seller's knowledge,tllreatened agair�st Seller.
(u) Construction Wark. Seller has not e�itered inta any contractual commitments to utilize any
particular contractors, subconiractors or labor suppliers ta perform constructic�n work at the Property.
(v) Service Con#racts and Leases. Excepting the Ault Ranch Lease {defined below}, there are no
contracts far services or any leases binding upon the Property.
{w) Seiler's I3isclasures. Seller discloses to and advises Purchaser of the follQwing matters that affect
c�r may affe�t title to the Prc�perty or ti�e Property:
{1) Pricsr use of the Propertv.Tl�e 1'roperty has been used for cattle grazing for several
decad�s.
(2} Existin��razin lg; ease. There is an existing grazing lease on the Property("A�alt Raneh
Lease"},under which the lessee,Auit Ranch,has the right to graze cattle on tile Property from C)ctober 1 S
thrQugh May 1 S each year:'Tl�e grazing period may be sl�ortened ar exte�ded,depending on weather conditions;
including warmer or co�iler temperatures.'The grazing activities currently invaive approximately 275 acres of Iand
located within the Stillwater Business Park,in addition to the Property being sold.Priar tc�Cl�sing, Seller will
either(1)amend the grazing leas�to account for the reductian+�f the Property included in the lease area upon
execution�fthis Contract or(2)terminate the grazing lease.Any amendment will ensure thatthe authorized
grazing activities are restricted to the remaining leased land, and that tlle portian of the Property being s41d is na
longer part of the grazing area. Seller hereby warrants and confirms that follawing the executian of the lease
amendme��t,which will occur prior to Closing,ncr cattle or any other livestcrck will remain an the Property,
(3) Utilities.Electrical infi-astructure at the I'roperty frontage includes c�nduit that runs along
the frontage�f the Property. Water in#�rastructure runs atong the frontage c�f the Property.No connection location
fc�r water and electrical has been determined as ofthe Effective Date. Sewer infrastructure is on the Property with
a sewer lateral anc�manhole.A j�int trench runs along the frontage of the Property that inc(�zdes conduit for
telecarnmunications and cc�nduit for Pacific Gas&Electric Campany{"PG&E"'},No service lc+cation for
telecommunications and PG&E gas conduits are determined,
{4) Subdivisian Historv.Lot 11 was originally a single parcel of land approxirnately 92 acres
in size.The prc�perty was subsequently divid�d by the City in the following manner: 35 acres of the original
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parcel were sold ta the State ofCaliforf�ia by ttte City and have been designated as Lot 11A,A portian of the
remainder afthe arigii�al parcel;,which is be`ri�g sold tathe Buyer,has�een designated as Lot 11B.
(5) The Californi� Surpliis Laz�d�.ct,The Prc�perty was declared exernpt surpl�ts p3�operty ot�
June 1, 2021,by Resalution 2Q21-061.
{6) Incentives: Tl�e Selier is in khe process of applying for U.S,Ecanamic I7evelopment
Administrati�n(EI}A}Public Works and;Econolnic Adj�istment Assistance Funding to support the extension of
the road to provide access to Southern Lots 12-16.
(xj Su�plemental D'rsclosures:If fallowing delivery of any documents(including,without limitatioli,
the Documents)to Purchaser, Seller obtains actual knowledge of any infarmation that renders any document or
instruinent described in this Section 6 misleadii�g,incompiete;or otherwise incorrect;S�iler shall prorraptly
deliver to Purchaser a supplernental written disclosure statement setting forth such additional informatian{eacl�, a
"Supplemental Disclosure"). Setler shalt have no liability to Purclxaser as a result af any delivery af a
SupplernentaI Disclosure to Purchaser(e,g.,for costs incurred by Purchaser after the delivery of the originat
dc�curnents that are ar may be rnisleading;incomplete or incorrect},even if the matters described in such
Supplemental Disclosure cause Purchaser to cancel and termiilate this Contract. Purchaser's appraval of its
inspections and investigations af the Praperty pursuant to Section b{f};shall be deeined to be Purchaser's approval
c�f all matters disclased to Purchaser pursuant to this Section 6(x).If Purchaser n€�tifies Seller that it does nat
intend to praceed with the acquisition of the Property as the result of any Si.lpplemental I7iscl�sure,then Title
Company will promptly return the Earnest Money to Purchaser and,pravided that Selier is nat in defauit
hereunder beyond applicable cure peric�ds; will disburse any Extension Fee an depr�sit to Seller, and all
c�t�ligations of the parties urider this Contract will terminate,except for those obligations that expressly survive
terminatial�of this Contract.
As used herein,the term"Seller's Knowledge" ar any variation thereof shall mean the knowledge af the
current City Manager, Assistant City Manager, City Attorney, Assistant City Attorneys, and the Management
Assistant to the City Ivlanager, to the extent such beings are involved in the transaction canternplated hereto
{"Seller's Knowledge Parties"},with no duty of inquiry except as otherwise expressly required by applicable law.
Selter represents and warranis ta Purchaser that Seller's Knowledge Parties are the ind�viduals owning an interest
in the Property or einplaye�by Seller who have the most kriowledge and informatio�z concerning tlie Praperty.No
City of Redding elected official,offrcer,or'employee will have personal liability to Purchaser far any breach of any
representation orwarranty in this Cantract.
7. Representatic�ns and Warranties of Purchaser; Purchaser hereby represents and warrants to Seller as
fallaws, which representations and warranties contained z`n this Section are made by Purchaser both as of the
Effective I7ate and as of the Closing I7ate, and will szirvive Closirig for a period of twelve(12) tncsnths after the
Closing Date:
(a} Farmation: Existence. Pttrchaser is a limited liability ca�npany duly f�rmed,validIy existing, and
in gQad standing under the laws of the State of Delaware, and is qualified to do business in the jurisdictian where
the Property is lacated,to the extent as may be required by applicable law:
(b} Authori . The executiQn, delivery and perfarmance by Purchaser af this Cantract and the
consummation by Purchaser af the purchase canternplated hereby have heen duly authorized, and do 11at, and, at
the�losing Date, wi11 nc�t,(i)violate c�r conflict with Furchaser's articles af organization, c�perating agreement, or
other charter dacuments, {ii) to Purchaser's knowledge; constitute a violation of any law, regulation, order, writ;
judgment, injunctian; or decree applicable to Purchaser,or{iii}result in a breach of any of the terms or conditions
of, or (iv) constitute a default under any indenture, agreement, instrument, or obligation to which Purchaser is a
party. No consent csf any other party is required for Purchaser to enter into th'rs Contracf.
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(c} OFAC Co�n lit� ance. Neither Purchaser nor any persan c�r entity having an ownership interest in
Furchaser of twenty-fve percent(25%)or more is,nor will they be on the �lasing I)ate, a persan ar entity with
whom U.S.persc�ns or entitiies are restricted frorn doing busil�ess under regulations of the t7ffice of Foreign Asset
Contral(°OFA�"}of the Department of the Treasury(including thase named an{}FAC's Specially Designated a��d
Blocked Persons List) ar ui�der any statute, executive order (including tlie September 24, 2001, Executive (.�rder
Blocking Property and Prohibiting Transactions witil Persons Wha Cornmit, Threaten to C�minit, or Support
Terrorism}, or otl7er governmental actian and is not an� will not engage iiz any dealings ar transactians or be
atherwise assaciated with such persons or erltities. Seller acknowledges that Purchaser is the wl�olly awned
subsidiary of a publicly traded company and is riat rnaking any representations as to the identity of t11e shareliolders
af such publicly traded colnpany:
(d} Untrue Statement.None of the representaticsns,warranties,oi cavenat�ts mad� by Purcl�aser under
this Contract contains any u�Ytrue staternents of rnaterial fact or omits a tnaterial fact necessary ii�arder tQ make the
statements tlot misleading.
8. Closin�:Conditians.
{a} Purchaser's Closin� Cr�nditions; The Closing and Purchaser's obligaticsns with respecf to the
transactian pravided for in this Contract are subject t�the satisfaction or waiver by Purchas�r of the following
canditians(callectively,the"Purchaser Closing Condlitions")>
{1) Representiations and Warranties. All represer�tatic�ns and warranties o�`Seller contained
herein will be true; accurate, and complete in all materiai respects ati the time of Clos'rt�g as if made again at such
time,
(2) Sel'ler Obli at�i�ns. Selier will have performed a11 c�bligatians to be performed by Seller
hereunder on ar befc�re Closing{or, if earlier,01�or before the date set forth in this Contract for such perfarmance}
and cornplied with all Seiler"s covenants set forth in this Contract:
{3) Condition of Propertv. At Closing,title to the Property will be free and clear af all liens;
encumbrances,cc�vena�Lts,restrictions,rights-of-way;easements,leases,and other m�tters affecting title,except far
the Permitted Exceptions arid Titie Company will deliver the Title Palicy, c�r T'itle Company's irrevacabie
commitment t4 issue the Title Policy,to Purchaser. At Closing,there shall have been no material,ad�rerse changes
in the physical condition of the Praperty frorn the Effective Date in�luding, but nat limited to; the enviranmental
cc�nditian af the Property;
{4) Suits or Y'roceedin�s. No action, suit, �r proceeding will be pending c�r threatened befare
any court, administrative agency, ar arbitratc�r wherein an unfavorable injunction, order, decree, ruling, or charge
would:(i)prevent consummation of thrs Cantract;(ii)caus�this Cc�ntract ta be rescinded fc�llawing cansumrnation;
or (iii)adversely affeet the right of Purchaser after the Cl�sing I7ate to own, quietly en�oy, use and control the
Property,
(5} Right of First Refusal.The parties hereto shall have finalized the agreement for Purchaser's
Right af�'irst Refusal in accardance with the terms set farth in Section 22 belc�w.
{b) Seller's Work. Seller's Work shall be complete as set forth in Section 21.
(b} Failure of Purchaser Closin� Condition. If Purchaser determines; in Purchaser's reasonable
discretion, that any of the above Furchaser Closing Conditic�ns cannat be met to Furchaser's satisfaction prior tc�
Clasing, then Purchaser may terminate this Contract by written notice ta Seller, whereupc�n this Cantract will be
terminated,Seller will retain the Independent Consideratian,and Title Company will refund th�Earnest Money and
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Docusign Envelope ID:426d79F8-2F8D-4363-8aG1-303GEB64Q7GE
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any Extensioil Fee to Purcl�aser, and thereafter neither Seller nor Purcllaser will have atty continuing rights or
obligatic�ns hereunder other than thase whicl� survive termination af this Cantract as expressly set forth herein.
Notwithstanding the foregoing,if any af the Purchaser Closing Conditians eannot be met ta Purchaser's satisfaction
pritir to Ciosing due ta Seller"s breach of its obligations or cc�venants set forth ii�this Contract, Purcl�raser shall have
th�rights and remedies set fortt�in'Section 16{a)belc�w,
{c) Selier's C(osii��Gc�ndit%ons. Seller's sale ofthe Pr4perty is subject to satisfaction oftt�e followinb
conditions prior ta Clasing{collectively,the"Seller Cl�sing Con�liti+ans'"};
(i} Rep��esentatians ai�d Warranties: All representatians and warranties of Purchaser contained
hereiil will be true,accurate, and complete in all material respects at the time of Closing as if made again at such
tizne.
{ii} Purchaser Obligations. Purchaser will have performed all obligations ta be perfarmed by
Purcilaser hereunder on or before Closing (or, if earlier; on ar before the date set forth ii�this Cantract for suc11
performance).
(d) Failure of Seller Closing Condition. If Seller detennines, in Seller's reasonable discretion that any
c�f the above Seller Closing Conditions cannot be met to Seller's satisfactian prior to Closing, then Seller may
terminate this Contract by wr'rtten notice tc�Purchaser,whereupali this Contract will be terminated,Seller will retain
the Independent Consideratic�n; and Title Company will, prc�vided that Seller is nt�t in default hereunder beyand
applicable cure periods,release the Earnest Money and any Extensian Fee on deposit to Seller;and thereafter neither
Seller nar Purchaser will ha�e at7y continuing rights or obligations hereunder c�ther t�an Purctlaser's indemnity of
Seller as provided in Sectian 5.
9: Clasin�. The closing("Closing"}will take place on a date {"Closing;Date")selected by Purchaser which
is on or before thirty{30)days aftex the expiration of the Inspection Periad(as may be extended},unless�'urchaser
terminates this Cot�tract prior tn such date in accardance with this Contract: Purchaser will notify Seller at least
five(5}business days in advance af the exact Clasing Date, which Ciosing Date may occur prior to the expiration
crf tl�e Inspection Periad (as may be extended) at Purchaser's election; if no such notice is given,then the Closing
Date will be c�n the date which is thirty (30) days foltawzng the expiration t�f t�1e Insp�ction F�riod (as inay be
extended}. At Closing, Seller shall pro�ide assurances and acktzawledgeinents to "I'itle Cc�mpa��y concerning the
pot�ntial "gap" between Title CQmpany's most recent title insurance examinatior7 and the actual recording of the
I)eed {which m�y be after the Clasiilg} as rnay be reasonably requested by Title �a�npany. Thexe s17a11, be na
requirernent that Seller and Purchaser physically attend Clasing, and all funds and dacuments to be delivered a#
Closing shall be delivered ta Title Company unless the parties hereto mutually agree otherwise.
10. Seller's Obli�ations at Closing. At the Clasing; Seller will duly execute and deliver to Title Company, at
Seller's expense,the folic�wings
(a} Deed. An original grant deed in the fQrm attached hereto as Exhibft"B"(the'"Deed"),duly signed
and acknowledged by Seller, which Deed will convey ta Purchaser, its designee andlor its assigns gaod and
indefeasible fee simple title to the Property free and clear of all liens,xights-af-way; easements, leases, and other
matters affecting title to the Property,except far the Permitted Exceptions,
{b) Title Policv. A11 documentation required of the Seller for the Title Cflmpat�y to issue the Title
Policy to Purchaser{the cost of the premium far such Title Policy to be allocated between the parties in accordance
with Section 12(a)belaw).
(c} Non-Forei�n Affdavit. A non-withholding statement in the form of E�hibit"+C"attached hereto
(the"Non-Fareign Affidavit").
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(d} 593-C.A Califorr�ia form 5930Cy executed by Setler:
(e) Evidence of Authoritv: Suciz documents as may be reasonably required by Title Company
evidencing the status and capaeity of Sellei-and the auth�rity of the persan or persons v�rho are executing the various
documents on behalf of Seller in collnect'rs�n with tl�e sale of the Propet�ty:
(f} Assi�nment af Intangible Property. An As�ignment of Intangible Property in the for�n af Exhibit
"D"attached hereto(the "Assignment of Intangible Propert�"):
(g) t"�wner's Affida�it: (�ne (l} Qriginal Owner"s Affidavit in a form acceptable to Title Company ta
cause Title Company to issue the Title Policy including ALTA Extended Caverage with an ALTA 9.8-06
Bndorseme��t {R.estrictions, Encr4achments, Minerals - Owner's Palicy—Land Under Developmentj without any
exception far ai�y parties in possession and withaut any exceptian for any mechanic's Iiens that rnay be recorded as
a result af arzy work performed prior to the Clc�sing Date:
(Iz} Other I)ocuments. Such ather documents as Titile Company may reasonably require ta cc�nsummate
this transaction:
{i) Passessioil, Possession of the Froperty shall be delivered at Closii�g. It shall be Seller's
resp��Ysibility, at Seller's co�t, ta vacate all te��ants occupying the Property prior to Closing. Selle��shall remove
any gar6age, debris;and waste frc�rn the Praperty prior to Closing.
11: Purchaser's Qbli�;ations at Closing. At Closing,£'urcllaser will deliverta Seller,at Purchaser's expense,the
following;
(a} Purchase Price. The purchase Price pius any prarations and Purchaser`s share of closing costs as
set forth in Sectifln 12 below.
(b) Evidence of Aathority. If required b� the Title Company; a eertifcate af the City Attorney
evidencing the status and capacity of F'urchaser and tke autharity of the person Qr persons who are executing the
varir�us documents�n behalf 6f Purchaser in connectic�n with the purchase af"the Property.
(c) Assi�nment af Intan�ible Praperty. A caunterpart of tne Assignment of Intangible I'raperty du}y
executed by 1'urchaser.
(d) Other pocuments: Such other dacurnents as Title Company may reasonably require to consurnmate
this transaction.
12. Casts and Adiustments:
(a) T�es and Closin' Costs. Seller shall be entitled ta receive any income in respect of the Properiy
and shall be obligate�l to pay all expenses in respect of the Property fnr all time peri�ds prior ta and including the
day prior to the Closing I7ate. All ad vaiorem taxes levied or assessed againsi the Froperty by applica�le taxing
authorities, including the current 'installment fi�r any assessrnent (special; bond, or otherwise}, will be prorated
between Purchaser and Seller an an '"accrual basis" as of the date of Closing pursuant to the provisions af this
Sectian 12{a�, 'I'he app€�rtic�nment of taxes witi be upon the basis of the tax rate far the current year of Clc�sing,
provided,in the event that the current year's reaL estate taYes are nc�t available as of the Closing Date,the pr�ration
shall be based upan one hundred five percent (145°l0} of the amount of the most recently available tax bili with
Seller responsible for the payment of Taxes up to and including date of Closing,natwithstanding that#axes far the
year of Closing may not be assessed until the following year. Such proration and credit at Closing shali be deemed
final and not subject to re-proration ar ather adjustment. If the L�nd is assessed as a part crf a Iarger tax parcel,then
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ta�ces will be proi-ated based an tlte Lai7d's percentage af the t�tal land area included in t11e ta� parcel; and
adjustments in the prorat'rc�ns will be made if necessary �zpozz receipt of the tax statements for the year of Closing,
at�d both parties agree that paymeilt of the arno�ir�t c�f such adJustments will be made within thirty (30) days c�f
receipt of such tax statements for tlae year af Glosing. If the Land 'rs assessed as a part of a larger tax parcel, Seller
will pay at �lasing, or deposit in escraw with Title Campany; the pro rata share af the taxes attributable to tt�at
portian of the tax parcel not constituting a part af the Land. Notwithstanding the foregoing, Seller witl be
respansible for and will indeFnnify Purchaser against any and all rollback taxes and other taxes assessed from arld'
after Closing which are attribGrtable ta th� perio�i priar to Closing due to a change in land use, awnership or
otherwise, if any. If rollback taxes will be assessed, Seller wi11 pay or escrc�w with "I'itle Cc�mpany an amaunt
determined by Title Company to be suffieient fc�r payrner�t in full of the rollback taxes assiaming a change in use at
Ci�sing. Seller and Purchaser wiit each be responsii�le far tl��fees an�expenses af tlzeir respective aYtorneys; and
ane-half of the escrow fees charged by�itie Campany. Seller will pay for tlte costs af(a}the tax certificates;if any
and (b) all documentary and ather transfer taxes payable in cannection with the recordation of the Deed, if any:
Purchaser will pay far the c�sts of;(x}all recording fees for the Deed;(y}the premium for the Tit1e Palicy and any
endorsements Purchaser desires ta obtain:to the Title Policy, and(c)the Survey. Any other expenses,charges,and
fees of Closing n�it crtherwise specifically allocated herein or incurred by a specific �arty, will be borne by the
parties in accordance with the general custom and practice in the county wllere the�'roperty is located,�r if n�such
custom or practice e�ists,they will be borne equally betw�en the parties,c�r as otherwise agreed ta by the parties.
{b) Other Tncome and Ex�enses. Ail other income and ordit�ary operating exp�nses for or pertaining
to the Prc�perty, including public utility charges, maintenance and service charges, and a71 c�ther normal operating
cl�arges of the Fraperty, will be prorated as of the Closing Date; provided that Purchaser will not be obligated for
payments�nder any management;service;ar other cc�ntractual agreements affecting the Property and tl�e same will
be terminated prior ta Closing unless Purchaser expressly elects to assume the same.
{c} Adjustments. I£any adji�stments pursuant to this Sectian 12 ar�determined to be erraneous,then
the party wha is entitled to ad�itionat monies will in�aice the �ther party for such addition�l amounts as may be
c�wing;and such amounts will be pa'rc3 within sixty{60}days from the receipt of a�y such invoice; provided that no
amounts may be so billed follc�wing the expiration of one {1) year after the Closing Date, and either party rnay
dispute any such claim.
13. Indemnificati�n.
(a} Seller agrees ta indemnify,defend,and hold Purchaser harmless df and from any and aIl Iiabilities,
clairns,deinands,and ex�enses of any kind or nature,including court casts and attarneys'fees,arising or attributable
to (i) the period prior ta tl�e Clasing Uate and which are in any way related ta t11e c�wnership, maintenance; or
operation af the Prqperty, and all expenses related thereto, and {ii) Seller's hreach of tl�e representations a1�d
warranties set fortll in this Contract.
{b} Purchaser agrees t�indemnify,defend;and hald Seller harmless t�f and from;any and a11 liabilities;
claims,demands,and expenses ofany kind ar nature,including court costs and attarneys'fees,arising or attributable
to the period on or subsequent to t11e Closing Date and which are in any way related to the oumership,rnaintenance,
ar operatian of the Property; including court costs and attorneys'fees.
14: Destructian of Property. If all or any portion of the Property is damaged or destrayed by any casualty after
the Effective I3ate hut priar to the Closii�g Date, Seller will have no obligation to repair or replace any damage ar
destruction caused by the faregaing, but in the event of a casualty; Seller will assign the insurance prc�ceeds to
Purchaser upan Clasing if I'urchaser elects to proceed to Clasing. Notwithstanding the foregoing, if such casualty
is a Nlaterial Event(de�ned belaw};then Purchaser may electtcr terrninate this Cantc�ct by written notice to Seller
given�n or be£ore the Closing Date;and upon such termination,anyEarnest 1Vfoney and any Extension Pee will be
returned to i'urchaser and the parties will have no further liability ar Qbligation hereunder. As used in this Seetion,
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a"Material Event'"means either of the following:{a)a easualty resulting in damage or destraction to the Properry;
if the cost to �°estore the Property tr� its conditi�n immediately prior to such caszialty is reasonably estimate�i ta
exceed$100;000.00; or{b}a casualty which wauld impede access to the Property, redt�ce avaiiable parking below
that requireti by laws flr any a�plicabie agreexnents affecting tl�e Praperty,or atherwise impede Purchaser's planned
use ar develapment of the�`roperty:The parties agree that this Section shall apply in the euent of any damage to ar
destruction �f the Property or imprc�velnents tliereon it1 Iieu Qf the Unifar�n Vendor and Purchaser Risk Act, and
l�ereby waive the provisi�tis a�California Civil Code '16�2 with respect to aily datnage ta or destruction of tIie
Property or improvements therean prior ta the Closing.
15: Notices. All i��tices,approvats,consents,reqLtests, ar demands reqaired or pennitted to be given by either
party will be delivered via email only,properly addressed to ttle�mail addresses set forth on Addendurn l,except
wllere physical deiivery is required by L�gal Requirements("Required Natice"). When a notice must be deiivered
by a deadline set forth in this C�ntract, notice must be delivered by 5:00 p.m. Pacit"ic Time on the deadline date,
Far a Required Natice,notice shall be given:(a}personally;(b)by depositing with the Uliited 5tates Pastal Service�
pastage prepaid, by registered or serti�ed mail, return receipt requested; (cj by a nationally-recognized delivery
service providing proof of delivery�ar(d}by email, provided tlxat,far delivery pursuant ta t11is cl�use(d),a copy is
also sent pursuant tc�either clause(a),(b);or(c)above within two(2)business days.Each party agrees ta promptiy
deliver confirmation of receipt of email natice to the other party,pro�rided failltre by a party to acl�nowledge receipt
shall have no bearing on the determinatian c�f delivery.Except for einail notice, which is deemed delivered at the
time it is sent;notice is deemed given upan delivery(rsr;in the case of delivery via the method described in{b);fhe
earlier af delivery or three(3) days foilowing the date of depositing}, or wllen deli�ery is refused. If any notice or
other comtnunication to be delivered by e-mail attachment as provided above cannot be transmitted because of a
probiem affecting the recei�ing party's camputer{includ'rng,withaut Iimitation file size limitations},the notice must
be re-sent and the deadline for receiving such natice or c�ther coinmunicatir�n shall be extended through tl�e next
business day: Eith�e party may cllange its notice address by giv`r►zg notice in the�nanner set fortl7 above.Each party
agrees th�t notices sent to the address(es) shawn on Atidendum 1 are ail of the parties who comprise such p�rty
wha are entitled to notice under thi� Cant�act. The attarneys fcar any party hereto shali be entitted to provide any
notice that a party desires t�presvide or is required ta prQvide hereund�r.
16, Remedies.
(a} If Seller fails to timely cc�rnply with all canditions,covenants,and obligatic�ns hereunder,or any of
the representations and warranties of Seller contained herein:are untrue, such failure or misrepz�esentation will be
an event of defautt by Seller,and Purehaser will nat be�b�igated to consumzna�e Closing and rnay{i}terminate this
Cc�ntract by providing written n�tice of such tierminatiorr ta SeL�er, whereupon this Contraet will be term'rnated;
Se11er will retain the Independent Cansideratian,but the Earnest Money and any E�ctension Fee will be refunded ta
Purchaser, and S�ller will reirnburse Purchaser {up to a rnaximum af $75;0�0) for its out-of-pocket expenses
incurred in connectian with this Contract and its due diligence,and thereaf�er neither Seller nor Purchaser will have
any contrnuing ribhts or dbligatians c�ther than those that expressly surviv� termination herecefider; and/or (ii}
exercise any rights or remedies as may be available to Purchaser at law or in equity, including enforcing specific
performance c�f this Contract. Natwithstanding anything to the contrary contained herein, an event of default by
Seller wili not be deemed to have occurred unl�ss and ui�til Seller has failed ta cure within ten(l0)days c�f receipt
af natice from Purchaser of such default. The requirements af this Section 16(a) sha11 survive termination of this
Contract. Purchaser shall have aIl rights and remedies available at law o�- equity in the event any af the
representations and warranties af Sell�r contained in this Contract are found to be untrue after Closing.
{b) IF F'URCHASER FAILS TO CLOSE"THE TRANSACTI4N Ct�l`1TEMPLATET?HERELJNDER
AS MAY BE REQUIRED PURSUANT TO THE TERMS HEREOF, EXCEPT DCJE T(7 A L3EFAULT BY
SELLER, SUCH FAILURE WILL BE AN EVENT OF I7EFAULT BY PURCHASER {"PURC�IASER
I)EFAULT") AI'JI� SELLER, AS ITS S4LE AND EXCLUSIVE ItEMEDY; MAY TERMINATE THIS
Ct7NTRACT AND RECEI�E FROM TITLE CCIMPANY THE EARNEST MQNEY I�EPOSI'�El�WITH TITLE
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C�MPANY AS LIQUII7ATED DAMAGES. NC7TWITHSTANDING ANYTHINCr TC7 THE C�NTRARY
CC}NTAINED HEREIN, A 1'URCHASER I�E�'AULT WII:;L NC7T B� I�EEMEI? TO HAVE OCC;L:fF�RED
UNLESS AND UNTIL PURCHASER HAS FAILED TC}CURE WITHIN 10 DAYS �F RECEIPT UF NOTICE
FROM SELLER C}F SUCH DEFAULT: THE EARNEST Mt}NEY IS A{3REED UPQN BY AND BETWEEN
SELLER AND F'URCHASER AS LIQUII3ATED DAMAGES DUE TO THE DIFFICULTY AND
INCOl`*1VENIENCE OF ASGERTAINING AND MEASURIItitG ACTUAL DAMAGES, ANI� THE
UNCERTAINTY THEREOF, ANI?NO OTHER I�AMAGES, RIGHTS OR REMEI3IES WILL IN ANY CASE
BE COLLECTIB�;E,ENFORCEABLE OR AVAILABLE TC7 SELLER AGAINST P(JRCHASER,f11�tD SELLER
WILL, ACCEPT THE EARNEST Mt�NEY AS SELLER`S TOTAL DAIVIAGES AND RELIEF, SELLER.
HEREBY WAIVI�tG ANY OTHER RIGHTS OR REMEI�IES TO WHICH IT MAY OTHERWISE BE
ENTITLED. THE FQREGC}ING LIMITATIt)NS WILL N{}T APPLY T(J PURCHASER'S INI�EMNITIES
PURSUANT TQ SECTION 5(C}. THE REQLTIREMENTS C�F 'T'HIS SECTIC�N 16(B) SHALL SUR:VIVE
TERMINATIt�N OF THIS CONT�2ACT. ,�����
Seller's Initials. Purchaser's Initials:
��
17: Confidentiality. Subject to Sectian 24(e), Seller will not make public announcements regarding this
Contract ar Purchaser's praposed purchase of the Property without Purchaser's priar consent,which Purchaser tnay
withhold in its sale and absolute d'rscretion, and Seller will instruct its brokers, developers; col�tractars;
subcantractors, agerns and consultants ntst to rnake or issue any public announcement regarding this Contr�ct�r'
Purchaser's praposed acquisition of the P�•operty.All infor�natian specifically laheled as"confidential"or that would
reasonably be presumed tr�be confidential, including the terms and cc�nditions of this Contract, and all�ton-public
infarmation relating to F'urchaser's acqt�isitian or development of the Property {collectively, "Conficlential
Infarmation"), that is learned by or disclosed to Seller with respect to Purchaser or Purchaser's business in
connectian with this Cant�act will be kept strictly confidential by Seller and witl ndt be used, except for Seller's
confidential internal purposes, or as atherwise required by Legal Requirements (de�ned below}, or disclosed
pursuant ta Sectic�n 24(e),c�r for disctosing to Seller's agents,servants,directors,office�s or etnployees,prospective
purchasers or lenrlers, provided any such pa�•ty unders#a��c�s and agrees to be bound by the terrns of tl�is
confidentiality provision} or disclased to others by SetIer, without the express priar consent of Purchaser, which
Purchaser may withhold in its sole and absolute discretion. As�ised above,the term "Legal Requirements"rneans
a11 applicable federal, state,county and murztcipal statutes, ordinances,codes,rules,regulati�ns and requirements.
Notwithstanding ar�ything ta the contrary contained herein,Seller may discltise the terms of tl�is Cantract as required
by applicable Legal Requirements t� obtain City Council approval in connectian wath the sale of the Property ta
Furcl�aser.
18. Exclusivitv. Between the Effective L)ate and the Closing L3ate(or earlier termination flf this Contract as
provided herein), Seller will not negotiate; or enter into, any agreement pertaining to the sale, exchange, lease,ar
transfer of all or any portion of the Praperty ta any person ar entity ather than Purchaser or its assigns.
19. Assi�nment: Purchaser may, at its option and at any time during the term of this Cantract, assign t17is
Contract to an affiliated entity f4r the purpose af developing an Amazan delivery station,or similar lagistics facility,
withou#th�consent of S�ller.
20. Escrow Instructions, The terms of this Cflntract shail serve as instructions to Title Company, and Title
Company agrees to deposit the�acnest Money in a non-interest-bearing account and to hald and disburse the Earnest
Money, as provifled herein. Seller and Purchaser shall execute and deliver to Title Campany any additianal or
supplementary instructions as may be necessary tio implernent the terms of this Contract and close the transactions
cQnte�nplated hereby;prav'rded such instructic�ns are consistent with and merely supplement this Contract and shall
ttot in any way modify,amend or supersede this C�ntract.�uch supplem�ntary instrucfians,tagether with the escrow
instructions set farth in this Cantract, as they may be amended frorn time ta tirne by the parties, shall collectively
be referred to as the "Escrow Instructions." The Escrow Instructions may be amended and su�piemented by such
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standard terms and pravisions as the Tit1e Company, as escrow halder, may req�.iest the parties hereta to execute�
provided,hawever;that the parties hereto and Title Company acknawledge and agree that in tlYe event of a conflict
between any provision of sucl7 standard terms arld provisions supplied by the Title Company and tt7e Escrow
instructions; the Escrow Instructions shall prevail. After the expiratian af the Znspection Period (as may be
extended), if either party makes a written demand upon Title Company for payment of the Earnes€Money, Title
Cc�mpany shalt give written notice to the other party af suc17 demand. If Title Cornpany does nat receive a writter7
objection from the other party to the praposed paymeizt within five{5}business days after the giving af such notice;
Title Campaily is hereby authorized to make such payrnent. If Title Company daes receiv�such written objection
within suck five(5}business day period,Title Campany shall c�ntinue to hold such amaut�t until otherwise d'arected
by mutually agreed upon written instructio�zs frcun the parties to this Contract or from an order of a court of
competent jurisdiction. However;Title Cornpany sha11 have the right at any titne to deposi�the Earriest Mc�n�y with
a court of competent jurisdiction in tne state in which the Pro�erty is lacated. Title Coinpany shall give written
notice of such deposit to S�Iler and Purchaser. Upon such de�osit, Title Cornpa�y shall be relieved and discliarged
of all further obligations and responsibilities hereunder.
21: Seller's Wflrk. Priar to Cic�sing, Seller shali, at 5eller's soie cQst and expense, complete �he fallowing
{"Selter's'S��'�rk"):the planned roadway improvernents for Venture Parkway,For purpc�ses c�f ti�tis Contract,Seller's
Work shall be considerec! completed at such tii�e as Seller delivers to Purchaser a certificate af completion from
Seller's engineer in form reasonably acceptable to Purchaser certifying that the Seller's Wark has been completed
i�accardance with Seller's work plans(which work plans sha11 have b�en previousl�approved by Purchaser), and
provides final 1'ren waivers-acceptable to the Title Company to�rovide mechanics Iien coverage for all of Seller's
1�4�ork in the Title P�licy. Se11er sha11 cause Seller"s Work tc�be performed in a gac�d and workmanlike manner at�rd
in accordance witl�applicable laws and rebulations.Selier agrees to defend,indemnify and hc�1d harmless Purchaser;
affiliated c�mpanies of Purchaser; its officers, directors, trustees, shareholders, attorneys, agents and employees
from and against all liabilities, claims, dalnages, losses, liens, causes of action, suits, judgments and expens�s
(i�lcluding reasonable attorneys"fees,expert witness fe�s and court costs)arising from or relating to the negligence
or witlful misconduct c�f Seller or its cantractors during the performance af Seller's Work,or any other cause i�f any
type; kind or nature arising from or related to Seller's or itis contractors' performance af Seller's WQrk. This
indemnifcati�n shalt not be limitect to darnages, compensatian or benefits payable under insurance policies;
workers'compensatiora acts;disability benefit acts or other employees'bel�efit acts>
22; Purchaser's Ri�llt of First Refusal. Fram the Effective Date until the date th�t is five (5)years after the
C1c�sing Date{the"R.O�'R Expf ration I�ate"),Purchaser shall have an ongoing right of first refusal t�purchase the
remaining approximately 23 acres of Parcel 21B of the Stillwater Business Par� {the "ROFR Prop�rty"), in
accordance with the procedures set forth below,This Section 22 sha11 survive the Clasing urltil the R.C}FR Expiration
Date.
(a) ROFR. If 5eller receives a bona fide, written affer(an"tJffer") from an unrelated purchaser(the
"C?fferor"}ta purchase the ROFR Property,then Purchaser wili have a R4FR to pur�chase the RC7FR Properry an
the same ecc�nomic terms ofsuch t}ffer,but otherwise subject ta all of the same terms an�i conditions ofthis Contact.
Before er�tering into a contract with the Offerar,Seller shall first provide Purchaser a copy of the Offer fram C�fferor;
which may be redacted to exclude any partions of the Clffer that are the subject af a cc�nftdentiality agreernent by
and between Se11er and the Clfferor; provided tl�at Selter wili, in any event,be required to nc�tify Purchaser of the
identity and ownership structure(if known}ofthe Offeror and of the material business terms contairled in the t7ffer
(such notification fram �eller to I'urchaser, the "ROFA Purchase Notic�"),At the tiine Selier delivers a RflFR
Purchase Notice to Purchaser, Sel�er shaIl a�sa deliver to Furchaser a Seller-executed Purchase Agreement for
Purchaser's potential purchase of the ROFR Property that is the same, in all material respects, as this Cantract,
exclusive of the econornic terms, which shall be the econc�mic terms set forth in tfie RC1FR Purchase Notice (the
"RO�R Purchase Agreernent"):
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(b} Exercise �f the RC�FR. Purchaser will have sixty (b0) days after receipt af the RC�PR Purchase
Nc�tice and the ROFR Purchase Agree�nent(the"RUFR Exercise Period°'}to exercise its ROFR tt� purchase the
ROFR Property on the terms set forth in the ROFR Pclrchase Agreement,Purchaser's exercise af its ROFR will be
deemed effective if Purci7aser executes and delivers the RO�'R Purcllase Agreement ta Seller during the RC1FR
E,cercise Pecic�d. If Purchaser elects not to; or faiIs to ti�nely exercise its ROFR, then Seiler will be free to sell tl�e
RC1FR Property to the Offerar{or its affiliate)far any purchase price that is not more than five percent(5°l0}lower
than the purchase price set farth in the ROFR F�:ircl�ase I*iotice pursuattt to a purchase agreement by and betwee2l
Seller and the Offeror(a"Solicifed Contract''}.
(c) Offeror. �f the t?fferor negotiates a purchase price that is more than five pereent (5%0} lower than
that wl�ich is set forth ir� Seller's ROFR Purchase Notice before Seller may enter into the Solicited Contract, then
Seller mus€again deliuer a ROFR Purclaase Notice and ROFR Purehase Agreemei�t tc�Purchaser setting forth the
praposed changes; and the terms of this Sectioil 22 will apply again. If Seller has not erltered inta the Solicited
Cantract covering the RC7F`R Property,or�eller fails ta clflse under any Solicited Contract; in either event within
o��e hundred eighty(180)days f€allowing the expiratioa-�of the RflFR Exercise Peri�d, Seller wili be required,prior
to Seller being able to enter inta a contr�ct for sale of such ROFR Property with any party; to provide Purchaser
vErith a new Rt�FR Purchase Notice cc�vering the ROFK Property,and Pur�haser wi11 have a new rzght,pursuant to
subsections(a)and(b}above,to purchase the RC►FR Property. '
{d) Expiratic,n of Purchaser''s ROFR; Runs with Land. Purchaser's R�FR shall expire on the R�?FR
Expiration Date�nd shall nat be extinguished by'I'urchaser's election not to,or failure tn,exercise its RC?FR right
in the event of a praposed saie crr a sale c�f the ROFR Property; but will instead be a cantinuing right af Purchaser;
running w'rth the land and binding upon�eller and its successors an�i assigns until the ROFR Expiration I)ate.
{e} Recordin�:Aft�r the Effective Date hereof,Purchaser shall have the right to rec6rd a memorandum
af its ROFR rights in the land records ofthe�otanty of Shasta,Califc�rnia.
23. AS-IS SALE� 12.ELEASE:
(a) As-Is Sale. Purchaser acknowledges and agrees that, prior tc,Closing, Purchaser shall har�e had a
full and complete opportuniry to inspect and investigate each and every aspect of the Pro�erty and the improvements
thereon, �ither independently or through agents af Purchaser's choosing. Purchaser further acknc�wledges and
agrees that,except as expressly set forth in Sectian 65 above, Seller m�kes na representations or warranties,express
or implied,regarding the Seller,the Properry, ar the improvements thereon, including;without limitation: (a} any
warranty of ine�chantability c�r fitness f�r a particular purpose; {b} the compliance c�f the Prc�perty andlcrr any
improvements thereon with any appticable codes, laws, regulatioi7s, statutes or ordinances, including any
Environmental Laws;the California Subdivision Map Act{Cal. Govt.Code"66410, et seq.), or local subdivisian
ordinances, or zoning or biiilding cade requirements, or with any cov�nants, �anditions and restrictions of any
governmental ar quasi-governmental entity or of any other person or enfity;(c}the existence of soil instability,past
soil repairs, soil additions ar cc�nditions c�f soil fi11 or susceptibility to landslides; (d}the quality and nature af any
groundwater,{e)the ownership,existence, status,quality,ar nature of any water rights that may be appurtenant tc�
the Fro�rerty; (f} the ownership; existelzc�, status; viability, quality ar nature of any mineral rights that may be
appurtenant ta the Prc�pertY; (g}the agricultural productivity of the Property, (h)the nature,types or quality of the
soils c�n the Property; (i}the sufficiency af any undershoring; (j}the sufficiency of any drainage, �k)the existence
ar non-existence of underground storage tanks or pipelines, (1)the presence of any Hazardous Materials on, under
or about the Property, or any ather adjoining or neighboring property, or any improvements thereon; (m} the
aVailability, quality, nature; adequacy and physical condition of public utilities and services for the Property; (n)
any other matter affecting the stability or integrity of the Properky; {o)the patential for further development of the
Property;(p}the existence of vested land use,zaning or building entitlements affecting the Property;(q)the zoning
or other legal stat��s of the 1'roperty or any other public or private restrictions on use c�f the Property or the ability
tc� subdivide the Property; (r) the physical condition af the Prc�perty, any improvemenCs �n the Frc�perty, or the
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E�uipiment generally, (s} the coi�ditian af title ta the Praperty a�1d/or any impraveinents on the T'raperty, (t) tl�e
existence or status of a��y tenancies affecting the Property;ai�d/or(u)the econornics of the operation c,f the Property.
Purcl�aser acknowledges a[Zd agrees that subject to tl�e representations and warranties�f Seller cantained in Section
b, the Property is being sald and accepted by Purchaser o�i an"AS-IS, WHERE I5, WITH ALL FAULTS" basis,
and that,effective as of the�losing;Purchaser assum�s ali respansibility fc�r all faults and conditiotls then existing
relati'r11g to the Praperty, or the imprt�vements thereon; specifically includirlg, but nc�t limited to, ali faults and
conditions relating ta tl�e matters described in t17is Section 23,,abave,and/or as disclased ar described in Section 6
al7dlor in any ofthe dacuments or instrurnents described; provided far;refened ta ii7, ar deiivered pursuant to sa'rd
Sectian b {including; but nat limited to; all faults and conditions discic�sed itz the Carnmercial I'roperty Natural
Hazard L}iscloscire Reports, Property Tax Report, Enviranmental Screening Report, tlie Dc�cuments, and any
S�pple�nental I�isclosure(s)delivered by Seller ta Purchaser):
(b} Release. Excepting any provision af this Contract that is e�pressly intended to sclrvive the Closing
c�r earlier terininatic�n of this Cantract, and e�cpressly excluding�ny untrue stateme�tt Inade by Seller in Section 6,
effective from and after the CIosing, Purchaser hereby waives, releases, exonerates� covenants not t€� sue, ar�c�
forever discharges Seller, Seller's elected offici�ls, and Seller's respective past, present and future emplayees,
agents,representatives,legal atid personal representatives,successors and assigns,to the maximum e�fent permitted
by law, of and frorn any and all ctaims, demands, actions, causes c�f action, rights, liabilities,damages, penatties,
fines, losses, costs, expenses, or eompensation whatsoever, direct or indirect, knawn or zallknown, fareseen or
unforese�n{collectively;"+�laims"),that it naw has ar that may arise in the future because of or in any way grawing
out af,relating to,ar ccsnnected with this Cot�tract,any document or instrurnent delivereci pursuant to this Contract,
the Praperty,any improvements on the Praperty,or tlle Equip�nent, including but not limited to,any Claims arising
out of or relating ta any Enviranin�ntal Laws, the presence of Hazardous Materials in, on, under or about the
Property, or any ifnprovernents thereon, c�r any other physical or er�vironmet�tat conditian c�f the Property; t�r aY�y
'rmpravements thereon, but excluding 5eller"s indemnity and defense abligations under Sectian 22, below, and
matters arisilYg from Seller's fraud ar intentional misrepresentatian. PURCHAS�R EXPRESSLY WAIVES THE
BENEFITS OF SE�CTION iS42 C3F THE CALIFORNIA CIV�L Ct�I�E,�VHICH PRC)VIL}ES AS F�LLi�WS: "A
GENERAL RELEASE DOES NQT EXTENI�TO CLAIM�'�HAT TH�CREDITQR OR RELEASING PARTY
I�C?ES NC?T KI�T(JVV t�R SUSPEC'T'TO EXIST IN HIS OR HER FAVt}R AT THE TIME OF E�ECUTING THE
RELEA�E AND THAT, I�' I�N{)WN TC}HIM(�R HER, WOULI)HAVE MATERIALL'Y AFFEGTEL7 HIS C}R
HER SETTLEMENT WI'TH THE DEBTOR OR RE�,EASED PARTY.°'
Purchaser t�as initialed this Sect'rc�n 23{b}to further indica#e Purcl�aser's awareness of and acceptance csf the general
re�ease of ail known and unknown Claims as prc�vided for above. The pravisions of this Section 23{b) shall be
effective upon and shall survive tlle Closing. '"'�'e'
,��
Purchaser:
24. Miscellaneaus:
{a} InterUretation and Ap�licabte Law. This Contra�t will be cc�nstrued and interpreted in accordance
with the laws of the state where the Property is located,and the jurisdiction and venue with respect ta a11y disputes
arising hereunder will be proper only in the city crr county in which the Prc�perty is lacate�i. Where required for
praper interpretation,wards in the singular will in�lude the plural;the masculine gender will include the neuter and
the feminine, and vice versa. The terms`successors and assigns" will include the heir�,adm'inistrators,executc�rs,
successors and permitted assigns, as appiicable, af any party hereto. Time is of the essence in this Contract in all
respects.
(b} Amendment. This Cantract may not be modified or amended, except by an agreetnent in�vriting
signed by 5elier and Purchaser. Each party may waive any of the Contract's conditions or flbligat'rans of the other
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parly; but any such waiver will be effective anly if in writing and signed by the party waiving such conditions and
obligations.
{c) Attome s`y Fees. If it becor�es liecessary �'or either party to fiie a suit ta enforce this Cantract or
any tei-ms contained herein, the prevailing party may recover, in additian to ail other remedies or damages,
reasonable attorneys'fees and costs of caurt incurred in such suit:
(d} Constructian. Head'rngs at tlie beginning of each paragraph and subparagraph are solely far the
convenience of tl�e parties and are nat a part of the Cantract. Whenever required by the caiatext of this Contraet,
tl7e singular shall include khe plural and the masculine shall include the feminine and vice versa. The words
"ir�clude" and '"including"'; and words af sirnilar import, shall be deemed ta be follawed by the words "without
litnitation." This Contract shall i��t be construed as if it had been prepared by one of the parties, but rather as if
both parties had prepared the same. Unless cstherwise indicated,all references to paragraphs and subparagraphs are
tc�this Contract. Al[ exhibits referred to in this Contract are attached and incorpt�rated by this reference. Unless
atherwise specified, in cornputing any periad�aftime described herein,the day of th�act or ev�nt upon which the
designat�d periad of tirne bagins ta run is nc�t to be included and the last day of the peria� sa �am�uted is to be
included, unless such last day is not a business day, in which event the last day of the periad so computed shall be
the next succeeding business day. For purposes of this Conta•act,the term "busir�ess day" st�ali mean any day atller
than Saturday, Sunday, or any day upon which banks in the state where the Property is l�cated are required or
pemiitted to be closed.
{e} Public I}isclosure Request; Furchaser acknowledges that Seller is a Galifornia public entity sulaject
ta the Catifarnia Ptiblic Records Act, the Ratph M. Brown Act; and other laws that iimit Seller's ability to keep
information confdential. Purcizaser acknowl�dges that its best protection of Confidential Informatian is ta auaid
sharing it wtth Seller. In na event shal! SelIer be liable ta Purcllaser for ar�y disclt�sure tlrat Seller believes;in good
faith, to be required by Legal Requirements, and Seiler shall have nts obligatic�n to incur iegal ar c�ther expenses
oppc�sing the disclasures believed or alleged to be required by Legal Requiremen#s.
Natwithstanding anything to the contrary in this agreement,in the event that Seller receives a public records
request for Canfidential Infarmation, Seller's sole obligatian sha([ be to (a) promptly giv� Purchaser prior notice
(inciuding email natice to lega]-us-reatestate@amazan.cc�ln} in c�rder to allaw Pui:cl�aser tc�seek a pr�tective order
or other appropriate reme�iy{provided that any such attempt by Furcl�aser shall nat cause Seller to vialate applicable
laws); an� {b} disclase informaticrn only to the extent Seller determines to be required by applicable Lega1
Requirements. In the event that �eller determines tl�at disclosure obligations are reasonably subject to dispute,
Seller may condition any actit�n to oppose or refuse disclosure on a separate agreement that Purchaser indemnify
and defend Seller.
(f} Multiple Ori�inals and �ounterparts: Electranic Documents. This Contract may be executed in
any niimber of cc,pies and counterparts, each of which will be deemed an c�riginat and all of which cc,unterparts
tage#her will c�nstitute one agreement with the same effect �s if the parties had signed the same signature page:
Counterparts may be delivered via f�csi�nile, electrc�nic r�ail (in�iuding pdf or any eiectranie signature complying
with the U.S. federal E5IGN Act af 2000, e.g:, www.docusign.cam) or ather transmission method and any
counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all
pti►rposes.
{g) Real Estate Cammission. Except for KBC Advisors(the "Broker"}to wham Seller will pay a 6°1a
cammission(the"�ommission")pursuant ta separate written agreement(s}, each party represents and warrants to
the other that no broker or finder is connected with or has been engaged by it in cannestion with any c�f the
transactic�ns conternplated by this Contract. Seller will be obligated to pay any and all commissians ar fees which
may be due the Broker in connectian with the transactians contemplated herein at na rnore than 6/o af the Purchase
Price: In the event of a cla'rm far any other broker's or finder's fee or commissions in cc�nnection herew'rth, each
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party wiil indemnify the othei•against any sucll claims made based upon any act, statement; or agreement alleged
ta have been made by the indemnifying party.
{h} Legal Holidays; Notwitl�stan�ting anything herein to the cantrary, if the finai date of any period;
any date of perfor�nance or any de�dline date which is set forth in this Contract falls on a Saturday, Sunday; or
federal legal haliday, then such date will be extended tc�the next fallc�wing date whicli is not a Sat��rday, Sunday,
or federal legal holiday.
(i) Bindin�; Effect. This Coz�tract will be binding upon and will inure tc� tlle benefit of the parties
hereto and their successors a�1d assi;ns;
(j} Waiver c�f+Consec�ti►ential I)ama�es. Notw�thstanding any pravisic�n in this Contractto the contrary,
neitlxer party will be liable to the other party for consequezYtial damages, such as lost prafrts ox interruption af tl�e
other party's business, except that this sentenc� will not apply to Seller's breach of its confidentiality obligatiQns
uiider�this�oiltract�. �
(k} Waiver of Jurv Trial. Td THE EXTENT PERMITTED t1NDER AF'PLICABI,E LAW,EACH OF
SELLER AND PURCHASER WAIVE ANY RIGHT TO TRIAL BY JURX �R TC? HAVE A JUItY
PARTICIPATE IN RESaLVING ANY DISPt1TE, WHETHER SOUNDING IN CdNTR1�CT; T{�RT, UR
OTHERWISE, BETWBEN SELLLR ANU PURCHASER ARISIN�'i C}UT O�' THIS C(3NTRACT OR ANY
C}THER INSTRUMENT, L}OCUMENT, OR AGREEMENT EXE�tJTED UR DELIVERED IN CC1NI�tEC'I"iON
HEREWITH t�R THE TRANSACTI�NS RELATEI3 HERET(3.
(1) Anti-Corru�rtion. Purchaser and�eller wili not knowingly perrnit anyone to pay bribes to anyane
for any reason,whether in dealings with governrnents or the private szctar,or otherwise violate any applicable anti-
corruption laws in performing under this Cantract. Purchaser and Seller wi11 tnaintain true,accurate,and campl�te
baaks an�i recards conceming any payments made to anotller party under tllis Contract, 'rncluding on behalf c�f the
other party,
(m} Effective Date. All references in this Contract tQ the"Effeckive Date"' will inean the later of the
d�tes upon which Seiler ar�d Purchaser execute this Coi�tract as set farth on the signature page belaw:
(n} No zNaiver.Notwithstanding ar�y law,usage,or custom to the contrary,each party may enforce this
Contract in strict accc�rdance with its terms; and the failure to do so will not create a custom contrary trs the specific
terms� pravisions and ct�venants of this Contract ar modify the same, and a waiver by either parry fa enforce its
rights pursua��t to this Contract will not be a waiver of such party's rights in connection with any subsequent default.
Na waiver hy either party will be deemed to have been made unless expressed in writing�nd signed by such party.
[Signature Page ta Follow]
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EXECUT�]D to be effective as of the Effective I?ate:
SELLEFt;
THE CITY'OF REI�DING,
a muriicipal corporatian
By:
Name:
Title:
Date Signed:
PURCHASER:
AMAZON:COM SERVIGES LI,C;
a Delaware limited liability campany
.......Signed�py::
B�,_ � ,fl�t�tr T �Itt�+t.
�--�m�aos'r�se�a-�`�`� "'_
7amie F�iynn
Name:
Title: Authorized signatary
Date Sign�d: apri� 25, 2025
xEc�I�T aF a�rE �l} ExEcuT��
CCIUNTERPART t}F THIS CCI+I+tT�ACT IS
HEREBY ACKNC?WLEDGEI7�:
TITI.E CfJMPANY.
CHI�AGO TITLE INSiJRANCE Ct�MPANY
By:
I�tame:
Title:
Date Signed;
Signature Page to Purchase and Sale Con#ract
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ADI�ElVD1UM 1
NOTI+CE ADDIiESSES
E�nail Notice:
Lauren Mahaffey(linahaff�amazon.corn)
Keith J. Seo(keiths�,summitiaw:cc�m)
Kimberley Y.David(kimberlev�summitlaw.com}
With ca�ies to>
naops-prc�pm mt ,ainazon.com,
�srele�alnotice(cr�,atnazon.c4m; and
na-realestate(cr7,alnazon.com
Required lYotice;
clo Amazon:com, Inc.
Attention: Real Estate Manager(NA Ops: WCF7)
AtteiltiQn: �'ieneral Counsel(Real Estate{NA Ops�: WCF7)
Atternion: NA Ops Asset Managernent(WCF1)
Each with an address of:
410 Terry Ave.N
�eatkle, WA 9$109-5210
Telephone: (2�6}266-1000
With ca�`ies to:
�iaops-.r�roprngmt�amazon:cam; o�srele�a(notice(a�amazan.cain
na-realestate(a7,amazon.corn; ��ao s-�r rent(a7,amazon.com
using the subject line—Re;WCF'7,and ineluding the following in the subject or email body'
• site's state ar country;
• reasan for the natice(e,g:;defa�.zlt,cease&desist,bribery or anti-carruptian).
SELLER'S NOTICE ADDRESS.
Address:
777 Cypress Avenue
Redding,GA 96001
Telephane: (530}225-4d61
With copies to;
Jason Gibilisco(��ibilisco�cityofreddin :g org)
Barry Tippin{btip�in(a�cityofreddin�.ar�}
Steve Bade(mailta:Sbade�7a,Cityflfreddin .�org}
Addendum 1;
legal
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Docusign Envelope ID:42Bd79FB-2F8D-4363-80G1-303CEB6407GE
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EXHIBIT A
LEGAL DESCRIPTION
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Docusign Envelape ID:42BD79F8-2F8D-4363-8QG1-303GE8B407GE
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EXHIB�T�
FORM OF DEEll
REC�RD7NG R�QLTESTED BY:
City of Reddir�g
WHEN R�CCJRI?ED MAIL DOCUMENT
ANL?TAX STATEMENT TO'
Amazon:com 5ervices LL�
c/o Amazan Property Tax(WCF7)
P.O.Box 80416
Seattle WA 9810$-041b
THE-AREA ABOVE IS RESERV�D FOR RE+CQRDEtt'S[IS�
A.l'.N.054-220-031
�.� �T ��+ �
THE LTN�ERSIGNED GRAN'TOR DECLARES:
Dacumentary Transfer Tax=
City of Redding EXEMI'T-Rev.&Tax.C.A.' 11922(Transfer Invoiving Government Entity)
NO FEE-�ITY BUSINESS-Gov:Code'6103
FOR VALUABLE CQI�tSIDERATTON;the receipt of which is Yrereby acknowledged, CITY OF REDLIING,
a Municipal Corporation
HEREBY GRANTS to AMAZON.COM SERVICES LLC, a'l�elaware Iimited tiability cotnpaczy
The following described real property in the CITY OF REDDING,Cr�unty c�f Shasta, State af California:
SEE EXHIBIT`A'ATTACHELL?HERETtJ AND MADE A PART HEREC7F
(See E�ibit B' attached t�ereta for informati�n p�rposes onLY)
GRANTdR:
CI'�'Y C}F 12EDDYN+G
DATED: ,2025 BY:
JACI�MIJNN�,MAYOR
ATTEST: �ORM A�'PRtJVED
SHARLENE TIPTON,CITY CL�RK CHRISTIAN M. CLTFtTIS,CITY ATTORNEY
E�ibit B
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EXHIBIT C
FtJRM(}�"CERTIFICATE OF TRANSFEROR
OTHER THAN A1Y INDIVIDUAL
{FIRPTA Affidavit)
Sectian 1�45 af the Internal Revenue Code of 1986 {the "Code°'} provides that a transferee of a U.S.
real property interest musf withhoid tax if the transfer�r is a foreign person. For U.S. tax purposes(including
Section 1445 of the Code),the owner of a disregarded entity{whicll has legal titie to a U.S.real p�•op�rty interest
under local law} will be the transferor of the property alld nc�t the disregarded entity. [INSERT IF SELLER
IS A SINGLE-MEMBER D�SREGARDED LLC: [1NSERT NAME C1F SELLER ENTITY], a
is a disregarded entity whc�se sole owner is � �, [a Delaware
limited liability company] ("Transferor"}]. To infarm , a , the
transferee of certain r�at property located in Caunty, that withhoiding of ta,c is not
required upon the dispositian of such U.S.real property interest by[YNSERT IF SELLER IS NOT A SINGLE-
MEMBEl2 DISREGARDED LlLC: the�zndersigned("Transferc�r'"}] jINSE1tT I�+SELLER IS A SINGLE�
ME11'IBEl2 DISRE,GAFtUED LLC: [INSERT NAME fJF SELLER ENTITY], a ,
whose soie owner is Transferar;j the undersigned hereby certifies tl�e following on behalf af Transferor:
1: Transferor is not a fareign corporation; foreign partnership, fQreign trust, or foreign estate {as
those terms are defined 'rn the Cc�de and the reg�:ilations promulgated thereunder);
2. Transferar`s LT.S.empl�yer identification number is ;
3. Transferor's office address is: ;and
4� Transferor is not a disregarded entity as defined in§1.;1445-2{b){2){i'ri}.
Transferar understands that this certification may be disclosed ta the lnternal Revenue Service by
transferee and that any false statement cc�ntained herein could be punished by fine, ilnprisanment, or bath.
Under penalty of perjury,I declare that I have exa�nined this certificate and to the best of my knc�wledge
and belief it is true; correct and complete, and i furtlxer declare that I h�ve authority ta sign this dc�cument�n
behalf of Transferor.
Date: >20
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By:
Name:
Title:
Exhibit C
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docusign Enveiope ID:42B�79FB-2F&D-4363-&OG1-303CEBB407GE
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EXHIBIT D
Ft}RM OF ASS�GNMENT OF INTANGIBLE�'RfJPERTY
THIS ASSIGNMENT flF INTANGIBLE pRt7PE12TY (tllis "Assignanent"} is made and entered itito
as of this day of , 20_ (the "Effectiwe Date") by , a
("Assignor"), and [ 1, a
("Assignee"}who agree as follows.
FCC�R GOOD AND VALUABLE CC.�NSIDERATION,the receipt and sufficiency of`which are hereby
acknowledged by Assignc�r and Assignee, effect'rve as r�f the Effective Date, Assignor hereby assigns and
transfers unto Assignee all af its right,title,claim and interest,if any, in and tiilder all"Intangible Property"(as
defined in tl�at certain I'urcllase Agreement and�antract dated as of ,20 between Assignar and
[Assignee] (the "Purchase Agreement"),
ASSIGNOR AND ASSIGNEE FURTHER HERE�Y AGREE A a POLLC}WS;
1: As of the Effective L}ate, Assignee hereby assumes and agrees to perform alI of Assign�r's
abligations under the Intangibie Property,ta the extent the same arise and aecrue on or after the Effective L?ate.
Assignor shall continue to �e responsible for all �bligations under the Intangible Praperty arising or accrL�ing
prior to the Effective I�ate.
2. This Assignment shall be binding an and inure to the benefit af the parties hereto, their heirs�
executc�rs, adrninistrators,successors 'rn interest and assigns.
3, This Assignmenf shall be gaverned by and construed in accordance with the laws af the State
af California.
4. This Assignment may he executed ii1 any number of cc�p'res and counterparts,each o�which will
be deemed an origin�l and atl ofwhich counterparts tagether will cc�nstitute one agreement with the same effect
as ifthe parkies had signed the saine srgnature page. This Assignment and related doc�iments rnay'be executed
by electranic copy,including DocuSign, unless otherwise specifically prauided for herein or if an ari�inal is
required by local custc�m or`law:
jSignature page,follotivs�
E�ibit I?
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Docusign Envelope ID:426D79F8-2F8D-4363-80C1-3Q3CEB64d7GE
CQNx'IDENTIAL
WCF'7
IN WITNESS WHERE�F,Assignor and Assi;nee have executed this Assignment the Effective Date.
ASSIGNG1I2s
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ASSIGNEE:
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Name:
Title:
Exhibit D
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