PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (the “ Agreement”), is dated as of _________________, 2026 (“Effective Date”), and is entered into by and between the CITY OF FAIRFIELD, a municipal corporation (“Buyer”) and WOOLNER WORKS, LLC, a Califorina corporation (“Seller”).
RECITALS
A. Seller is the owner of the land located at 1336 Woolner Avenue, Fairfield, CA; APN 0031-210-680 and more particularly described on Exhibit “A” attached hereto, including all improvements thereon (the “Property”).
B. The Pro perty is encumbered by certain Standard Industrial/Commercial Single-Tenant Lease signed on June 17, 2023, between Seller and Gabriel Cazares Cortes and Mariana Lazarich DBA G&C Transport as amended by the Second Amendmenrt to Warehouse Lease dated July 1, 2024 (the “G & C Lease”) and described on Exhibit B attached hereto.
C. Buyer wishes to acquire the Property, including the G&C Lease, and Seller is willing to sell the Property to Buyer, upon and subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the amount heretofore paid by Buyer to Seller, and the mutual covenants and terms hereinafter set forth, and other consideration, the sufficiency of which is hereby acknowledged, Buyer and Seller hereby agree as follows:
ARTICLE 1. DEFINITIONS
The following capitalized terms as used in this Agreement shall have the respective meanings set forth below:
Section 1.1 Approval Notice means the written notice provided by the Buyer to Escrow Holder stating that Buyer approves any documents provided by Seller to Buyer pertaining to the property, and the Property’s physical condition and zoning.
Section 1.2 Escrow Holder shall mean Chicago Title Company at 3620 Happy Valley Rd, Ste 100, Lafayette, CA 94549, Attn: Laurie Edwards.
Section 1.3 Grant Deed shall mean a grant deed in the form attached hereto as Exhibit “C”.
Section 1.4 Hazardous Materials shall include, but not be limited to, substances defined as “hazardous substances,” “hazardous materials,” “pollutant or contaminant,” “imminently hazardous chemical substance or mixture,” “hazardous air pollutant,” “toxic pollutant,” “hazardous waste,” “ extremely hazardous waste” or “toxic substances” in any of the Docusign Envelope ID: B019C889-BE7E-8109-8204-BAA74C7EF463 2026-Apr-22 | 16:53 PDT
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Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; The Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq.; and those substances defined as “hazardous substances” in §25316 of the California Health & Safety Code; and in the regulations adopted and publications promulgated pursuant to said laws (collectively, “Hazardous Materials Laws”).
Section 1.5 Investigation Period means the due diligence period for the Buyer to conduct an investigation of the Property’s physical condition as provided in Section 2.10.
Section 1.6 NEPA Clearance means the environmental clearance from the Federal Transit Administration required under the National Environmental Policy Act and accompanying federal regulations, including 23 C.F.R. 771.113(a), for Buyer’s intended use of the property.
Section 1.7 Title Company shall mean the Escrow Holder.
ARTICLE 2. PURCHASE AND SALE OF PROPERTY.
Section 2.1 Purchase Price. The Seller hereby agrees to convey the Property to Buyer, and Buyer hereby agrees to but the Property (and assume all obligations of Seller under the G&C Lease, including the obligations of Seller with respect to security deposits thereunder delivered to Buyer at Close of Escrow) for the sum of TWO MILLION SIX HUNDRED THOUSAND DOLLARS AND NO CENTS ($2,600,000.00) (the “ Purchase Price”), in accordance with the terms and conditions set forth in this Agreement.
Section 2.1.1 Deposit. Buyer will deposit into escrow the amount of TWENTY SIX THOUSAND DOLLARS AND NO CENTS ($26,000.00) (the “Initial Deposit”) within fourteen (14) business days from the Effective Date of the Agreement.
The Initial Deposit is fully refundable until the removal of all contingencies. The Deposit will be applied to the Purchase Price at the Close of Escrow.
Section 2.2 Escrow.
Section 2.2.1 Opening of Escrow. Within five (5) days after the Effective Date, Buyer and Seller shall deliver a copy of this executed Agreement (and a copy of the G&C Lease) to Escrow Holder and shall open an escrow (the “Escrow”) with the Escrow Holder for the conveyance of the Property to the Buyer.
Section 2.2.2 Close of Escrow. “Close of Escrow” or “Closing” means the date Escrow Holder causes the Grant Deed to be recorded in the Official Records of the County of Solano. Close of Escrow shall occur within ninety (90) calendar days from the Effective Date (as defined in Section 2.9 below) (the “Closing Deadline”). Possession of the Property shall be delivered to Buyer upon the Close of Escrow.
If for any reason other than a default by the Seller or Buyer the Closing does not occur on or before the Closing Date, and unless the Closing Deadline is extended in accordance with Section 5.4, this Agreement shall automatically terminate, and all documents and monies Docusign Envelope ID: B019C889-BE7E-8109-8204-BAA74C7EF463
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previously deposited into the Escrow shall be promptly returned to the appropriate Party and each Party shall pay one-half (1/2) of any Escrow charges and fees in connection with such termination.
If the Closing does not occur due to a default by a Party, the Agreement shall be automatically terminated and that defaulting Party shall pay all escrow and title cancellation changes.
Section 2.3 Conditions to Buyer’s Obligations. The following are conditions precedent (collectively, “Buyer’s Contingencies”) to the Close of Escrow and Buyer’s obligation to acquire the Property and assume the G&C Lease, which contingencies may be waived in writing in whole or in part by Buyer, at or prior to the time prescribed herein for approval or disapproval, as the case may be:
(i) Prior to expiration of the Investigation Period (as provided in Section 2.10) below, Buyer’s delivery of the Approval Notice; (ii) Prior to expiration of the Investigation Period (as provided in Section 2.10) below, Buyer’s receipt of National Environmental Policy Act (NEPA) Clearance from the Federal Transit Administration (FTA) (the “NEPA Clearance”). Buyer shall provide Seller with written notice of receipt of NEPA Clearance within five (5) days of receipt. If Buyer does not receive NEPA Clearance from the FTA on or before the expiration of the Investigation Period, this A greement shall automatically terminate and become null and void.At the closing, the absence of an Event of Default by Seller hereunder.
Section 2.4 Conditions to Seller’s Obligations. The absence of an Event of Default by Buyer hereunder is a condition precedent (“Seller’s Contingencies”) to the Close of Escrow and Seller’s obligation to sell the Property, which may be waived in writing by Seller.
Section 2.4.1 Additional Deposit. Upon removal of all contingencies, the Buyer will pay an additional deposit in the amount of SEVENTY EIGHT THOUSAND DOLLARS AND NO CENTS ($78,000.00) (“Additional Deposit”). The Additional Deposit is not refundable, except in the even of a Seller’s default, casualty, condemnation, or failure of a closing condition provided in the Agreement. The full amount of the Additional Deposit w ill be applied to the Purcahse Price at the Close of Escrow.
Section 2.5 Title. Seller shall promptly deliver to Buyer (by email to [email protected]) a current preliminary report for the Property from the Title Company with hyperlinks to the documents listed as title exceptions therein. Buyer shall have thirty (30) days after delivery to object to such exceptions to title by written notice to Seller a nd Escrow Holder, but Buyer hereby approves as title exceptions: the Extreme Sports Lease.
Section 2.6 If Buyer does not object in writing to any other exception within said thirty (30) day period, Buyer shall be deemed to have approved such exception. If Buyer timely objects in writing to the Seller regarding any exception, Seller shall notify Buyer whether Seller is willing Docusign Envelope ID: B019C889-BE7E-8109-8204-BAA74C7EF463
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to remove any such exception by written notice given within ten (10) days after receipt of Buyer’s written notice, and if Seller is willing to remove any such exception, Seller shall attempt in good faith to remove such exception prior to Close of Escrow, but if Seller is unable to remove the exception prior to the Close of Escrow, then Buyer may terminate this Agreement, in which event all rights, obligations and liabilities of Seller and Buyer under and pursuant to this Agreement shall terminate (except for obligations and liabilities under this Agreement that expressly survive the termination of this Agreement) and all documents and monies previously deposited into the Escrow shall be promptly returned to the appropriate Party and each Party shall pay one-half (1/2) of any Escrow charges and fees in connection with such termination. In no event shall Seller be obligated to expend any material sum or sums attempting to remove any title exception.
Section 2.7 Deposit of Documents and Funds In Escrow . Seller and Buyer, as applicable, hereby covenant and agree to deliver at least one (1) day prior to the Close of Escrow the following instruments, documents, and funds, the delivery of each of which shall be a condition of the applicable Close of Escrow.
Section 2.7.1 Seller shall deliver to Escrow:
(i) an original of the Grant Deed conveying the
Property to Buyer, duly executed by Seller and acknowledged; (ii) counterparts of the tenant notice in the form
attached hereto as Exhibit “D” (“Tenant Notice”) executed by Seller; (iii) such funds as are required to pay for costs and
expenses payable by Seller hereunder;
(iv) the portion of the rent under the G&C Lease for the month in which the Close of Escrow occurs that is allocable by proration to the portion of said month after the Close of Escrow; and
(v) such proof of Seller’s authority and authorization
to enter into this transaction, and such other documents, as the Title Company may reasonably require in order to issue the Title Policy (including Title Company’s standard owner’s affidavit) or close this transaction.
Section 2.7.2 Buyer shall deliver to Escrow:
(i) a Certificate of Acceptance for the Grant Deed,
executed and acknowledged;
(ii) counterparts of the Tenant Notice, executed by
Buyer;
(iii) any funds that are required to pay for costs and
expenses payable by Buyer hereunder including Purchase Price; and Docusign Envelope ID: B019C889-BE7E-8109-8204-BAA74C7EF463
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(iv) such proof of Buyer’s authority and authorization
to enter into this transaction, and such other documents, as the Title Company may reasonably require to issue the Title Policy or close this transaction.
Section 2.8 Authorization to Record Documents and Disburse Funds . Escrow Holder shall record the Grant Deed (with Certificate of Acceptance), deliver the security deposit and prorated rent to Buyer, send the Tenant Notice to the tenant, and deliver copies of the Tenant Notice to Buyer and Seller, and apply additional funds to costs as shown in the Preliminary Settlement Statement prepared by Escrow Holder pursuant to Section 2.9.3 and approved by Buyer and Seller, provided each of the following conditions has then been fulfilled:
Section 2.8.1 Escrow Holder shall have received Seller’s and Buyer’s authorization to close upon the terms and conditions herein, which authorization shall not be unreasonably withheld, conditioned or delayed; and
Section 2.8.2 Seller and Buyer shall have deposited in Escrow the documents and funds required to be deposited in Escrow pursuant to Sections 2.7.1 and 2.7.2.
Section 2.9 Costs Charges and Prorations.
Section 2.9.1 Assessments shall be apportioned with respect to the Property as of 12:01 a.m., on the day on which the Close of Escrow occurs, as if Buyer were vested with title during the entire day upon which the Close of Escrow occurs. (The parties acknowledge that Seller is exempt from property taxes and no property taxes shall be allocated to Seller.) Section 2.9.2 Rents under the G&C Lease shall be prorated as of the Close of Escrow.
Section 2.9.3 Escrow Holder shall prepare a Preliminary Settlement Statement describing all costs to be paid by Buyer and Seller respectively, for approval by Buyer and Seller prior to the Close of Escrow.
Section 2.10 Investigation Period; Documents and Physical Condition. It is understood and agreed upon and between the parties hereto that Buyer’s acquisition of the Property is subject to and conditioned upon its inspection of the Property. The Seller shall provide to Buyer within fifteen (15) days after the Effective Date copies of all material documents, reports, and correspondence in the Seller’s possession or control that relate to the Property. The Investigation Period shall expire at 5 p.m. on the earlier of: (i) the date on which the Buyer delivers the Approval Notice, or (ii) the date that is thirty (30) calendar days after the Effective Date of this Agreement (the “Investigation Period”).
Section 2.10.1 Buyer’s Inspection Rights. Commencing on the Effective Date, Buyer and its agents, employees, consultants and representatives may enter upon the Property: (i) after providing evidence of reasonable insurance coverage meeting the Seller’s standard requirements, and (ii) upon forty-eight (48) hour prior written notice sent to the Seller, in order to investigate, conduct and carry out any and all inspections, tests and studies as Buyer deems appropriate or Buyer’s lender requires regarding the physical conditi on of the entire Property; Docusign Envelope ID: B019C889-BE7E-8109-8204-BAA74C7EF463
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provided, however, that Seller’s agent may request to be present during such inspections, and Buyer shall reasonably accommodate Seller in arranging a mutually convenient inspection time so that Seller or Seller’s agents may be present.
Section 2.10.2 Right to Terminate. Buyer shall have the right to terminate this Agreement at any time prior to the expiration of the Investigation Period by delivering to Seller written notice of Buyer’s election to terminate this Agreement, describing the condition disapproved by Buyer.
Section 2.10.3 Indemnification. Buyer shall indemnify, defend and hold Seller harmless from and against any claims, losses, liabilities, costs, damages, injuries and expenses arising from or related to the activities of Buyer and Buyer's consultants/contractors on or about the Property during the Investigation Period.
Section 2.10.4 Deleted Intentionally.
Section 2.10.5 Restoration Obligation. If this Agreement is terminated or if escrow fails to close for any reason, Buyer shall promptly restore the Property to substantially the same condition as existed prior to Buyer’s undertaking of any invasive testing thereon. All studies and reports prepared in connection with Buyer’s inspection of the Property are to be done at the expense of Buyer; provided, that Buyer shall provide Seller with a copy of all of the reports without cost (and without representation or warranty). B uyer’s obligations hereunder shall survive the closing and the termination of this Agreement for any reason.
Section 2.11 “AS-IS” Condition of the Property. Buyer is purchasing the Property in its “AS-IS” condition as of the date of the Close of Escrow, with all faults, and without any representation or warranty, express or implied, except as follows:
Seller hereby represents and warrants to Buyer as of the date hereof:
(i) The G&C Lease is the only lease affecting the Property. (ii) G&C is not in default of the their lease.
(iii) Seller will deliver the larger warehouse on the South-Eastern section of the property, vacant of all equipment, materials, trash, vehicles, and broomclean.
(iv) To Seller's knowledge, without investigation or inquiry, neither the Property nor any real estate in the vicinity of the Property is in violation of any federal, state, local or administrative agency ordinance, law, rule, regulation, order or requirement relating to environmental conditions or Hazardous Material (“Environmental Laws”). Neither Seller, nor to Seller's knowledge, any third party, has used, manufactured, generated, treated, stored, disposed of, or released any Hazardous Material on, under or about the Property or real estate in the vicinity of the Property or transported any hazardous Material over the Property. Neither Seller, nor to Seller's knowledge, any third party has installed, used or removed any storage tank on, from or in connection with the Property except in full compliance with all Environmental Laws, and to Seller's knowledge there are no storage tanks or wells (whether existing or abandoned) located on, Docusign Envelope ID: B019C889-BE7E-8109-8204-BAA74C7EF463
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under or about the Property. To Seller's knowledge, the Property does not consist of any building materials that contain Hazardous Material. The Seller’s representations continue only for one (1) year after the Close of Escrow, and will be of no force or effect unless a suit for rescission and/or damage is commenced for breach within said one (1) year period.
Section 2.12 Brokers’ Commissions. The Seller is represented by Lee & Associates - San Francisco, Inc. The Seller to pay a commission to Lee & Associates – San Francisco, Inc., per a separate agreement. The Buyer represents and warrants that it has not used any broker, agent, finder or other person in connection with this transaction contemplated hereby to whom a brokerage or other commission or fee may be payable.
ARTICLE 3. HAZARDOUS MATERIALS
Section 3.1 AS OF THE CLOSING, THE BUYER, ON BEHALF OF ITSELF AND
ITS SUCCESSORS, HEREBY FULLY AND ENTIRELY RELEASES AND DISCHARGES THE SELLER (INCLUDING, BUT NOT LIMITED TO, THE SELLER’S OFFICERS,
EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, ADMINISTRATORS, ASSIGNS, AND ATTORNEYS (COLLECTIVELY, “ RELEASED PARTIES ”) AND OF
EACH OF THEM, OF AND FROM ANY AND ALL CLAIMS, CAUSES OF ACTION,
DEMANDS, LIABILITIES, DAMAGES, AND LOSSES, OF WHATEVER NATURE,
ANTICIPATED OR UNANTICIPATED, KNOWN OR UNKNOWN, ON ACCOUNT OF THE
PHYSICAL CONDITION OF THE PROPERTY, THE SUITABILITY OF THE PROPERTY
FOR THE PURPOSES FOR WHICH IT IS ACQUIRED BY THE BUYER, OR THE PRESENCE
OF ANY HAZARDOUS MATERIALS IN, ON, UNDER, OR ABOUT THE PROPERTY OR IN CONNECTION WITH, OR IN ANY WAY RELATED TO THE PROPERTY.
THIS RELEASE CONSTITUTES AN EXPLICIT WAIVER BY THE BUYER, AND ITS
SUCCESSORS AND ASSIGNS, OF EACH AND ALL OF THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.”
Buyer’s Initials: ________________
Section 3.2 Additionally, Buyer, on behalf of itself and its successors, affiliates, partners, and assigns, agrees to indemnify, protect, defend and hold harmless the Seller, including, but not limited to, the Seller’s servants, employees, agents, representatives, successors, administrators, assigns, and attorneys, and of each of them alone, from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys’ fees and costs), resulting from, arising out of, or based upon: (i) the release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, the Property or the transportation of any such Hazardous Materials Docusign Envelope ID: B019C889-BE7E-8109-8204-BAA74C7EF463
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to or from the Property, or (ii) the violation, or alleged violation, of compliance with the requirements of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal of Hazardous Materials on, in or about the Property. The provisions of this Section shall survive the Close of Escrow.
ARTICLE 4. EVENTS OF DEFAULT AND REMEDIES
Section 4.1 Events of Default. Any breach of this Agreement which is not cured within thirty (30) days after written notice from the non -defaulting party setting forth the nature of the default and the actions, if any, required to cure such default, shall constitute an “Event of Default” by the party in default.
Section 4.2 Buyer’s Remedies. If any Event of Default by Seller occurs, then the Buyer shall be entitled to all remedies available at law or in equity, including, without limitation, specific performance, it being acknowledged by Seller with respect to a specific performance action that the Property is unique and that monetary damages will not adequately compensate Buyer for its loss of the Property.
Section 4.3 Seller’s Remedies. If any Event of Default by Buyer occurs under the terms of this Agreement, Buyer shall be responsible for all cancellation charges required to be paid to Title Company.
ARTICLE 5. GENERAL PROVISIONS
Section 5.1 Construction. The parties agree that each party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendments or exhibits hereto.
Section 5.2 Time of the Essence. Time is of the essence of this Agreement and all Parties’ obligations hereunder.
Section 5.3 Notices. Notices, demands and communications between the Seller and the Buyer shall be deemed sufficiently given if addressed as set forth below and: (i) sent by certified mail, postage prepaid, return receipt requested, or (ii) sent by nationally- recognized reputable overnight delivery service. Such written notices, demands and communications may be sent in the same manner to such other addresses or to such other address as any Party may from time to time designate by mail as provided in this Section, and shall be deemed received upon delivery or refusal of delivery, as shown on the return receipt, if mailed, or one (1) business day after deposit of same with a nationally recognized reputable overnight delivery service for overnight delivery if sent by such a delivery service.
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To Buyer: City of Fairfield
1000 Webster Street, 2nd Floor
Fairfield, California 94533
Attn: Economic Development Specialist
To Seller: Woolner Works, LLC
PO Box 648
Fairfield, California 94533
Attn: _________________
Section 5.4 Authority of City Manager . The City Manager of Buyer is authorized to give all consents and approvals and sign all documents contemplated hereunder on behalf of the Seller provided they are in writing, and may extend deadlines such as but not limited to the Closing Deadline, for up to sixty (60) days, and may enter into other non-substantive amendments provided the extensions and amendments are express and in writing.
Section 5.5 Applicable Law . The laws of the State of California shall govern the interpretation and enforcement of this Agreement.
Section 5.6 Title VI of the Civil Rights Act of 1964 . The parties to this Agreement shall, pursuant to Section 21.7(a) of Title 49, Code of Federal Regulations, comply with all elements of Title VI of the Civil Rights Act of 1964. This requirement under Title VI and the Code of Federal Regulations is to complete the USDOT Non -Discrimination Assurance requiring compliance with Title VI of the Civil Rights Act of 1964, 49 C.F.R. Parts 21 and 28 C.F.R. Section
50.3. Further, no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity that is the subject of this Agreement.”
Section 5.7 Waiver. The waiver by the Seller or the Buyer of any breach by the other party of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition or any subsequent breach of the same or any other term, covenant, or condition herein contained. Either party’s acceptance of any performance by the other party after the due date of such performance shall not be deemed to be a waiver by either party of any preceding breach by the other party of any term, covenant, or condition of this Agreement, regardless of such party’s knowledge of such preceding breach at the time of acceptance of such performance. Any waiver must be express, in writing and executed by the party making the waiver.
Section 5.8 Entire Agreement. This Agreement, together with all attachments and exhibits hereto and all documents to be executed and delivered pursuant to this Agreement, constitutes the entire understanding and agreement of the Parties hereto. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof.
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Section 5.9 Execution in Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.
Section 5.10 Severability. Each and every provision of this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law.
Section 5.11 Time of Essence. Time is of the essence of every provision hereof in which time is a factor.
Section 5.12 Additional Documents; Further Assurances. Each party hereto agrees to perform any further acts and to execute, acknowledge and deliver any further reasonable documents that may be reasonably necessary to carry out the provisions of this Agreement.
Section 5.13 Third Parties. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.
Section 5.14 Assignment. Neither this Agreement nor any interest herein may be assigned by either party without the prior written consent of the other party.
Section 5.15 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their successors and assigns.
Section 5.16 Amendment. This Agreement may not be modified or amended except by the written agreement of the parties. No modification or amendment or attempted waiver of any provision of this Agreement shall be binding unless in writing and signed by the party to be bound.
This Agreement may not be modified or amended orally.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year first above written.
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SELLER:
Woolner Works, LLC,
A Califorina corporation
By:
Print Name: __________________________
Title: _______________________________
BUYER:
CITY OF FAIRFIELD,
a maniple corporation
By:
Print Name: David Gassaway
Title: City Manager
ATTEST
By:
______________________, City Clerk
Docusign Envelope ID: B019C889-BE7E-8109-8204-BAA74C7EF463 2026-Apr-22 | 16:53 PDT
Amyn Kaderali
2026-Apr-22 | 16:51 PDT
ZUBEDA KADERALI
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11245-0001\2471022v12.doc
11245-0001\2471107v1.doc
List of Exhibits
Exhibit “A” Legal Description of Property
Exhibit “B” G&C Lease
Exhibit “C” Form of Grant Deed (with form of Certificate of Acceptance) Exhibit “D” Form of Notice to Tenant
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11245-0001\2471022v12.doc
11245-0001\2471107v1.doc
EXHIBIT “A”
LEGAL DESCRIPTION OF PROPERTY
The Subject Property is identified as APN 0031-210-680 that totals 1.69 acres, or 73,616 square feet. It is improved with two industrial buildings.
The following Assessor’s Parcel Map shows the shape of the property. The land is level and at street grade with all utilities. It has an irregular shape with a 35-foot wide by 120-foot-long paved driveway leading to a 287 foot by 242-foot rectangular parcel. The rear of the property backs up to the City of Fairfield Corporation Yard. The other three sides of the property are improved with residential homes, and the majority of Woolner Avenue is residential for ½ mile from Pennsylvania Avenue running west past the property. A new multi-family development is under construction ¼ mile west next to the Alan Will Park. Even though the Subject Property is within the Heart of Fairfield Specific Plan Area, this is the only new development underway along Woolner Ave.
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EXHIBIT “B”
G&C Lease
(Attached.)
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EXHIBIT “C”
FORM OF GRANT DEED (WITH FORM
OF CERTIFICATE OF ACCEPTANCE)
(Attached.)
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RECORDING REQUESTED BY, AND WHEN
RECORDED MAIL TO:
City of Fairfield
1000 Webster Street, 2nd Floor
Fairfield, CA 94533
Attn: Economic Development Specialist
APN: 0031-210-680
(SPACE ABOVE FOR RECORDER’S USE ONLY)
This document is exempt from the payment of a recording fee pursuant to Government Code §6103.
Documentary Transfer Tax: exempt; conveyance to a public entity.
GRANT DEED
FOR A VALUABLE CONSIDERATION , receipt of which is hereby acknowledged, the WOOLNER WORKS,LLC, a California c orporation (“Grantor”), hereby GRANTS to the CITY OF FAIRFIELD, a municipal corporation (“Grantee”), that certain real property located in the City of Fairfield, County of Solano, State of California, more particularly described on Exhibit “A” attached hereto, including all improvements thereon (the “Property”),
SUBJECT TO all matters of record, the leases previously disclosed to Grantee, and all matters apparent from a diligent inspection of the Property, IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of the date set forth below.
GRANTOR:
WOOLNER WORKS, LLC
By:
Name:_______________________________
Title:________________________________
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Exhibit A To Grant Deed
Legal Description
The Subject Property is identified as APN 0031-210-680 that totals 1.69 acres, or 73,616 square feet. It is improved with two industrial buildings.
The following Assessor’s Parcel Map shows the shape of the property. The land is level and at street grade with all utilities. It has an irregular shape with a 35-foot wide by 120- foot-long paved driveway leading to a 287 foot by 242-foot rectangular parcel. The rear of the property backs up to the City of Fairfield Corporation Yard. The other three sides of the property are improved with residential homes, and the majority of Woolner Avenue is residential for ½ mile from Pennsylvania Avenue running west past the property. A new multi-family development is under construction ¼ mile west next to the Alan Will Park. Even though the Subject Property is within the Heart of Fairfield Specific Plan Area, this is the only new development underway along Woolner Ave.
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CERTIFICATE OF ACCEPTANCE
(California Government Code Section 27281)
This is to certify that interests in real property conveyed to the City of Fairfield by that certain Grant Deed dated _________, 2026, executed by Woolner Works, LLC. is hereby accepted by the undersigned officer on behalf of the City of Fairfield pursuant to the authority conferred by action or resolution of the Fairfield City Council taken or adopted on _____________, 2026, and the grantee consents to recordation thereof by its duly authorized officer.
Dated: _____________, 2026
By:_________________________________
David Gassaway,
City Mananger
Docusign Envelope ID: B019C889-BE7E-8109-8204-BAA74C7EF463
Docusign Envelope ID: B019C889-BE7E-8109-8204-BAA74C7EF463
EXHIBIT “D”
FORM OF NOTICE TO TENANT
(Attached.)
Docusign Envelope ID: B019C889-BE7E-8109-8204-BAA74C7EF463
_______________, 2026
Via Certified and Federal Express
G&C Transport
Attn: Gabriel Cazares Cortes & Mariana Lazarich
1336 Woolner Avenue
Fairfield, CA 94533
Re: Notice of Conveyance of Property and Change of Landlord Address; Ground Lease dated June 17, 2023 between the American Box Co, as lessor and Gabriel Cazares Cortes and Mariana Lazarich DBA G&C Transport, as lessee (the “Lease”) Ladies and Gentlemen:
The City of Fairfield (“Buyer”) has acquired the property that is subject to the above-referenced Lease from your current landlord, American Box Co (“Seller”), and said Seller has assigned the landlord’s interest under the Lease and the Lease Guaranty to t he Buyer and delivered your security deposit to the Buyer.
The Buyer’s address for notices, as the new landlord under the Lease, is as follows:
1000 Webster Street, Fairfield, CA 94533.
You are hereby directed to send all notices for the landlord under the Lease, and make all future payments to the landlord under the Lease, to the Buyer at such address for the Buyer.
Please cause the Buyer to be named as additional insured on your liability insurance, under the Lease, and please provide evidence of the additional insured coverage (and the insurance required by the Lease) to the Buyer as soon as possible.
We hereby request that you acknowledge your receipt of this notice by executing this notice in the space provided below and returning a copy by PDF/e-mail to the Buyer at [email protected]; however, this notice shall be effective whether or not you do so.
Very truly yours,
BUYER/NEW LANDLORD:
CITY OF FAIRFIELD
By:
Print Name; ____________________
Title: _________________________
Docusign Envelope ID: B019C889-BE7E-8109-8204-BAA74C7EF463
SELLER/OLD LANDLORD:
WOOLNER WORKS, LLC
By:
Print Name; ____________________
Title: _________________________
RECEIPT ACKNOWLEDGED BY TENANT:
GABRIEL CAZARES CORTES & MARIANA LAZARICH
DBA G&C TRANSPORTATION
By: By:
Print Name: ____________________ Print Name: ____________________ Title: _________________________ Title: _________________________
Docusign Envelope ID: B019C889-BE7E-8109-8204-BAA74C7EF463