Proposed Purchase and Sale Agreement.pdf — Fairfield City Council, July 7, 2026

1 PURCHASE AND SALE AGREEMENT
Suisun Valley Road, Fairfield, California, 94534)
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of _______________, 2026 (the “Effective Date”) and is entered into by and between the CITY OF FAIRFIELD , a municipal corporation (“City” or “Seller”), and NORTHBAY HEALTHCARE CORPORATION, a California nonprofit public benefit corporation (“NorthBay” or “Buyer”).

A. Seller is the owner of certain unimproved real property located in the City of Fairfield, County of Solano, commonly known as APN 0027-260-230 Suisun Valley Road, Fairfield, California , 94534 and more particularly described on the attached Exhibit “A” (the “Land”). As used in this Agreement, “Property” means collectively the following: (A) the Land; and (B) all rights, privileges, easements and rights-of-way appurtenant to, or used in connection with the beneficial use and enjoyment of the Land , including, without limitation, all licenses, privileges, benefits, tenements, hereditaments and appurtenances pertaining to the Land; riparian rights and rights of ingress or egress or other interest in, on or to any land, highway, street, road or avenue, open or proposed in, on, across, in front of , abutting or adjoining the Land; and water, mineral, oil, gas and similar estates and rights.

B. Seller wishes to sell the Property to Buyer and Buyer wishes to purchase the Property from Seller, all on the terms, covenants and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other valuable consideration, Seller and Buyer agree as follows:

1. Purchase and Sale. Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, the Property for the price and in accordance with the terms and conditions set forth in this Agreement.

2. Purchase Price and Payment . The purchase price of the Property shall be One Million Four Hundred and Sixty Thousand Dollars ($1,460,000.00) (the “Purchase Price”). The Purchase Price shall be paid at Closing (defined in Section 6.1 ) in cash. Within five (5) days of full execution of this Agreement, Buyer and Seller shall deliver a copy of this fully executed Agreement to and open an escrow with Placer Title Company (as escrow holder and title company, hereinafter referred to as the “Title Company ”), 1300 Oliver Road, Suite 120, Fairfield, CA 94534, Attn: Kelly Guglielmo , Phone : (707)429-2211; Email : [email protected].

Within three (3) business days after receiving the wire transfer instructions for the escrow, Buyer shall deposit cash into the escrow in the amount of One Hundred Thousand Dollars ($100,000.00) (the “Earnest Money”). The Earnest Money shall be nonrefundable on the date Buyer waives (or is deemed to have waived) the Due Diligence Contingencies (defined in Section 5), subject to the issuance of the Title Policy (defined in Section 6.1). The Earnest Money shall be deposited into a federally-insured interest-bearing account by the Title Company. At Closing, the Earnest Money, together with all interest accrued thereon, shall be credited against the Purchase Price. If Closing does not occur due to a termination of this Agreement by Buyer based on a Seller default or failure of a condition to Closing, then the Earnest Money (less the Independent Consideration described below) shall be returned to Buyer together with any interest accrued thereon.

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2 One Hundred Dollars ($100.00) of the Earnest Money Deposit (the “Independent Consideration”) shall be non -refundable to Buyer under any circumstances. The Independent Consideration is an amount for which the parties bargained and to that they agreed as consideration for Buyer’s right to inspect and purchase the Property pursuant to this Agreement and for Seller’s execution, delivery and performance of this Agreement.

3. Due Diligence Deliveries.

3.1 Title Report. Within five (5) business da ys of the Effective Date, Buyer shall provide a preliminary title report for the Property (the “Title Report ”) from the Title Company. Within twenty -one (21) days after the Effective Date, Buyer may disapprove of any exception listed in the Title Report, as timely updated by survey exceptions based on any ALTA survey obtained by Buyer, by delivering written notice to Seller ( “Buyer’s Title Notice ”) specifying each title defect or matter for which Buyer is requestin g a cure by Seller ( “Title Defect”). Buyer’s failure to deliver Buyer’s Title Notice to Seller within the time period specified above shall be a conclusive presumption that Buyer has approved th e Title Report. Within five (5) business days after receiving Buyer’s Title Notice, Seller shall deliver to Buyer written notice (“Seller’s Title Notice ”) of those Title Defects which Seller covenants and agrees to either eliminate or cure by the Closing Date (defined in Section 6.1). Seller’s failure to deliver Seller’s Title Notice to Buyer within the time period specified above shall be deemed to constitute Seller’s election not to eliminate or cure any such Title Defect. If Seller elects (or is deemed to have elected) not to eliminate or cure any Title Defects, Buyer shall have the right, by written notice delivered to Seller on or before the Due Diligence Deadline Date (defined in Section 5 below), to either: (i) waive in writing its prior notice as to the Title Defects that Seller has elected not to cure or (ii) terminate this Agreement in writing , in which event the provisions set forth hereinbelow shall apply. Buyer’s failure to deliver written notice or termination or waiver, as applicable, on or before the Due Diligence Deadline Date shall be a conclusive presumption that Buyer has approved the Title Report and this Agreement shall remain in full force and effect. All title and survey matters approved or deemed approved by Buyer are hereinafter referred to as “Permitted Exceptions”, except that in no event shall any deed of trust, mortgage, judgment lien, mechanics lien, lien for delinquent taxes or other monetary lien (except for liens for prorated assessments not yet payable) constitute a Permitted Exception (and the obligations secured by any such deed of trust or other lien shall be paid at Closing by the Title Company as escrow holder from proceeds of the sale).

If Buyer timely notifies Seller of Buyer ’s election to terminate this Agreement, the following termination procedures shall apply: (a) the respective obligations of Buyer and Seller under this Agreement shall terminate (except as to matters that expressly survive termination of this Agreement); (b) each party shall promptly execute and deliver to the Title Company such documents as the Title Company may reasonably require to evidence the termination; and (c) to the extent the Earnest Money is refundable, the Earnest Money deposited by Buyer (and all interest earned thereon) shall be returned to Buyer.

3.2 Delivery of Documents. Within five (5) business days of the Effective Date, except for documents previously delivered by Seller to Buyer, Seller shall deliver to Buyer copies of all material documents regarding the Property in Seller ’s possession or control, including all statutory disclosures to the extent required by state or local law, and if required, a Federal Lead - Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

3 Based Paint Disclosure Statement and pamphlet, a completed Real Estate Transfer Disclosure Statement in compliance with Sec. 1102 of the California Civil Code, a Natural Hazard Disclosure Statement or the Local Option Real Estate Transfer Disclosure Statem ent, if so required by the local jurisdiction where the Property is located, notice or actual knowledge of the release of illegal controlled substance and notice of special tax and/or assessments (or, if allowed, a substantially equivalent notice regarding the Mello-Roos Community Facilities and Improvement Bond Act of 1915). Notwithstanding the foregoing, Seller shall not be required to deliver any of the following documents: (a) any proposals, letters of intent, draft contracts and the like prepared by or for other prospective purchasers of the Property ; or ( b) Seller ’s internal memoranda, attorney -client privileged documents or privileged communications or appraisals. Although Seller has agreed to make available to Buyer information regarding the Prope rty, Seller and its agents shall have no responsibility or liability for the completeness or accuracy of such information, Seller is making no representation with respect to such documents and information, Buyer assumes and accepts the entire responsibility for interpreting and assessing the information provided and Buyer will rely solely on Buyer’s own judgment in making Buyer’s decision to purchase the Property.

3.3 Buyer’s Due Diligence Documents. If this Agreement terminates, but only if requested in writing by Seller, Buyer shall promptly deliver to Seller all studies, reports, surveys and other information and materials Buyer has received, prepared or obtained pertaining to the Property.

4. Inspection and Cooperation.

4.1 Inspection, Site Work. Seller shall allow Buyer and its consultants access to the Property, following the mutual execution of this Agreement , until the Due Diligence Deadline Date, for purposes of inspecting the Property. With respect to any inspection or testing that is invasive or involves removing or demolishing any portion of the Property, Buyer must first submit to Seller a written plan for any such invasive testing which shall include a plan to deal with any Hazardous Substances (defined in Section 9.3.2) that may be encountered during such testing, and Buyer may not proceed with any such invasive testing unless Seller has approved of Buyer ’s plan in writing, which approval shall not be unreasonably withheld, conditioned or delayed. Buyer shall conduct any such invasive testing in strict accordance with the plan approved by Seller.

Buyer shall reasonably repair and restore areas of the Property affected by Buyer’s inspections so they are in substantially the same condition as before such inspection prompt ly after each inspection.

4.2 Indemnity. From and after the Effective Date, Buyer hereby agrees to indemnify, defend, protect and hold harmless Seller and any and all officials, agents, employees and representatives of Seller (“ Indemnified Parties ”), from and against all losses, liabilities, claims, damages, penalties, fines, forfeitures, costs and expenses (including all reasonable out-of- pocket litigation costs and reasonable attorney and expert fees) and demands of any nature whatsoever, related directly or indirectly to, or arising out of or in connection with:

4.2.1 Any breach or default by Buyer under this Agreement;

4.2.2 any of Buyer’s activities on the Property (or the activities of Buyer’s agents, employees, lessees, representatives, licensees, guests, invitees, contractors, subcontractors Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

4 or independent contractors on the Property), including, without limitation, construction and operation of improvements on the Property , except such liability, claims, damages, costs and expenses as might accrue from the mere discovery of pre-existing physical conditions or hazardous or toxic materials during inspection of the Property; and

4.2.3 any other acts, occurrences, omissions or other matters that take place or exist on the Property after the close of escrow, In each case, regardless of whether such losses, liabilities, claims, damages, penalties, fines, forfeitures, costs, expenses and demands shall accrue or are discovered before or after termination or expiration of this Agreement. Seller may in its discretion, and at its own cost, participate in the defense of any such legal action. The provisions of this Section 4 shall survive the close of escrow or the termination of this Agreement as applicable.

5. Buyer’s Due Diligence Contingency . Buyer’s obligation to close this transaction shall be subject to Buyer ’s approval , in its sole and absolute discretion , of all aspects of the Property, including , without limitation , the condition of title to the Property and the physical, environmental, governmental and zoning condition of the Property ( collectively, the “Due Diligence Contingencies”) and the satisfaction or waiver by Buyer of such conditions on or before the date that is thirty (30) days after the Effective Date (the “Due Diligence Deadline Dat e”).

Without limiting the foregoing, if Buyer obtains a Phase I environmental report that recommends additional inspections/studies, such as a Phase II environmental report, then Buyer may terminate this Agreement based on the inability to complete such studies prior to the Due Diligence Deadline Date (it being understood the parties may, but are not obligated to, agree on an extension of such time period). If Buyer does not deliver to Seller a written notice terminating this Agreement on or before the Du e Diligence Deadline Date, then Buyer shall be deemed to have waived the Due Diligence Contingencies and the Earnest Money shall be non -refundable except as otherwise expressly provided herein.

6. Closing; Title Insurance.

6.1 Time of Closing; Title Insurance Condition . The purchase of the Property shall be closed in escrow at the Title Company (“Closing”). The time for Closing (the “Closing Date”) shall be on or before the date that is thirty (30) days after the date Buyer waives (or is deemed to have waived) the Due Diligence Contingencies. However, it shall be a condition to Buyer’s obligations to close that the Title Company is irrevocably committed to issue to Buyer an extended coverage owner’s title policy in the amount of the Purchase Price insuring that Buyer is the owner of the Property, subject only to the Permitted Exceptions (the “Title Policy”).

6.2 Events of Closing.

6.2.1 Seller’s Deposits. At least one (1) business day prior to the Closing Date, Seller shall deliver to the Title Company, the following: (a) an executed and acknowledged grant deed (the “Grant Deed”) conveying fee simple title to the Property to Buyer subject only to the Permitted Exceptions; (b) such funds as are required to pay for costs and expenses payable by Seller hereunder; (c) such proof of Seller’s authority and authorization to enter into this transaction, Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

5 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.

6.2.2 Buyer’s Deposits. At least one (1) business day prior to the Closing Date, Buyer shall: (a) pay into escrow the Purchase Price less any credit to Buyer pursuant to this Agreement (including the credit for the Earnest Money deposits in the amount of One Hundred Thousand Dollars ($100,000); (b) pay any funds that are required to pay for costs and expenses payable by Buyer hereunder; and (c) issue 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.

6.2.3 Closing. In order to effectuate the Closing, the Title Company shall (when it is irrevocably committed to issue the Title Policy in the form required by this Agreement, and has received confirmation from Buyer and Seller that all conditions to Closing have been satisfied or will/should be satisfied as of Closing): (a) record the Grant Deed; and (b) deliver the Purchase Price, subject to adjustments based on prorations, if applicable, less the credits described in Section 6.2.2 above, to Seller.

6.3 Income and Expenses.

6.3.1 General. The following items in this Section 6.3 shall be adjusted and prorated between Seller and Buyer as of 12:01 a.m. on the Closing Date. Such adjustments and prorations shall be calculated on the actual days of the applicable month and all annual prorations based upon a three hundred sixty-five (365)-day year.

6.3.2 Property Taxes and Assessments . Assessments for the current tax year levied or assessed against the Property shall be prorated as of the Closing Date. If the amount of assessments for the current tax year has not been fixed by Closing, the proration shall be based upon the taxes paid for the previous year and re -prorated at the time the amount of assessments for the current tax year has been fixed. Seller is exempt from property taxes; consequently, no property taxes shall be allocated to Buyer by prorat ion. Buyer shall be responsible for any applicable taxes following the Closing Date.

6.3.3 Closing Costs. To the extent applicable, Seller shall pay: (i) any county documentary transfer or transaction taxes or fees due on the transfer of the Property and (ii) fifty percent (50%) of the premium for the Title Policy. To the extent applicable, Buyer shall pay: (a) the balance of the premium for the Title Policy (including costs of endorsements, extended coverage and related survey costs) and (b) any escrow fee and recording fees charged by the Title Company. Any costs and expenses of Closing that are not expressly identified above shall be allocated between the parties in accordance with prevailing custom in Solano County, California, or if no custom is ascertainable, fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

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6 7. Risk of Loss.

7.1 Damage. In the event that, prior to the Closing Date, the Property, or any part thereof, is destroyed or suffers damage in excess of five percent (5%) of the Purchase Price, Buyer shall have the right, exercisable by giving notice of such decision to Seller within ten (10) business days after receiving written notice of such damage or destruction, to terminate this Agreement. If the damage is greater than five percent (5%) of the Purchase Price and Buyer does not timely elect to terminate this Agreement, Buyer shall accept the Property in its then condition, and all proceeds of insurance awards payable to Seller by reason of such damage or destruction shall be paid or assigned to Buyer. In the event of damage to the Property and the immediately preceding two (2) sentences are not applicable, Buyer shall accept the Property in its then condition and proceed with the purchase and Seller shall assign to Buyer all applicable insurance proceeds.

7.2 Condemnation. If after the Effective Date, and prior to the Closing Date, all or any substantial portion of the Property (where the value of the condemned Property is in excess of five percent (5%) of the Purchase Price), being subjected to a bona fide threat of condemnation by a body having the power of eminent domain, or being taken by eminent domain or condemnation (or sale in lieu thereof), Buyer may by written notice to Seller within ten (10) business days after receiving notice of such event, elect to cancel this Agreement prior to Closing hereunder, in which event both parties shall be relieved and released of and from any further liability hereunder, and any consideration paid hereunder shall forthwith be returned to Buyer and thereupon this Agreement shall become null and void and be considered canceled. If no such election is made, this Agreement shall remain in full force and effect and, upon Closing, the purchase contemplated herein, less any interest taken by eminent domain or condemnation, sha ll be effected and the Purchase Price for the Property shall not be reduced by the amount of any awards that have been or that may thereafter be made for the taking of the Property (but the condemnation award shall be paid to Buyer).

8. Default; Remedies.

8.1 Time of Essence. Time is of the essence of the parties ’ obligations under this Agreement.

8.2 Buyer’s Failure to Close . In the event that Buyer is obligated to pay the Purchase Price and fails to do so, then Seller, as Seller’s sole remedy, shall be entitled to retain the Earnest Money deposited by Buyer (and all interest earned thereon) as liquidated damages.

BUYER AND SELLER HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE

TOTAL DAMAGES THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER

DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO ALL OF THE EARNEST MONEY. SUCH AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR BUYER ’S DEFAULT OR FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY. IF THE EARNEST

MONEY IS DEEMED NON -REFUNDABLE, THE ENTIRE AMOUNT OF THE

EARNEST MONEY, PLUS ACCRUED INTEREST, SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

7 AGREEMENT BY BUYER WOULD BE DIFFICULT OR IMPOSSIBLE TO

DETERMINE, THAT THE AMOUNT OF THE EARNEST MONEY PLUS ACCRUED INTEREST IS THE PARTIES ’ BEST AND MOST ACCURATE ESTIMATE OF THE

DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION

PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE AND THAT SUCH

ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. BUYER AND S ELLER AGREE THAT SELLER ’S

RIGHT TO RETAIN THE EARNEST MONEY PLUS ACCRUED INTEREST SHALL BE

THE SOLE REMEDY OF SELLER AT LAW IN THE EVENT OF A BREACH OF THIS

AGREEMENT BY BUYER, AND AFTER PAYMENT THEREOF TO SELLER,

NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION TO OR RIGHTS AGAINST THE OTHER.

ACCEPTED AND AGREED TO

Seller

Buyer

8.3 Seller’s Failure to Close. In the event that Seller is obligated to convey the Property to Buyer but fails to do so, then Buyer, as Buyer’s sole remedy, shall be entitled to a return of the Earnest Money deposited by Buyer (and all interest earned thereon).

WAIVER OF RIGHT TO SPECIFIC PERFORMANCE. IF SELLER FAILS TO CONVEY

THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS

AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT UNDER THIS

AGREEMENT, THEN BUYER WILL BE ENTITLED TO THE RETURN OF THE

DEPOSIT AND ALL INTEREST ACCRUED ON THAT DEPOSIT WHILE IN ESCROW,

BUT BUYER WILL NOT HAVE THE RIGHT TO RECEIVE ANY EQUITABLE RELIEF,

INCLUDING, WITHOUT LIMITATION, THE RIGHT TO RECORD A LIS PENDENS

AGAINST THE PROPERTY UNDER APPLICABLE LAW OR TO PURSUE THE

SPECIFIC PERFORMANCE OF THIS AGREEMENT, BUT BUYER WILL HAVE THE

RIGHT TO PURSUE AN ACTION FOR DAMAGES AGAINST SELLER RELATIVE TO SUCH DEFAULT. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THIS SECTION 8.3 AND, BY THEIR INITIALS IMMEDIATELY BELOW, AGREE TO BE BOUND BY ITS TERMS.

ACCEPTED AND AGREED TO

Seller

Buyer

9. Representations and Covenants.

9.1 Seller’s Representations. Seller’s representations contained in this Section

9.1 are true and accurate in all material respects and shall survive Closing for a period of one (1) calendar year. Seller’s representations contained in this Section 9.1 shall be continuing and shall be true and correct as of the Closing Date with the same force and effect as if remade by Seller in a separate certificate at that time; provided, however, if Seller becomes aware after the date of this Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

8 Agreement that any representation by Seller is untrue in any material respect, Seller shall give Buyer written notice of such change in Seller ’s representation and Buyer shall have seven (7) business days to terminate this Agreement by written notice to Seller and receive a refund of the Earnest Money, but the failure of Buyer to timely terminate this Agreement shall be deemed a modification of s uch representation and Seller shall only be obligated to remake such representation at Closing as so modified. S eller’s representations are based on Seller ’s actual knowledge (as used herein, “Seller’s actual knowledge” means the actual and present knowledge of Seller without investigation or inquiry). In no event shall the foregoing affect Seller’s disclosure obligations under California law as a seller of real property.

9.1.1 Seller has full power and authority to enter into and perform this Agreement in accordance with its terms, and all requisite action has been taken by Seller in connection with the execution of this Agreement and the transactions contemplated hereby.

9.1.2 Seller has not received written notice of, and is not otherwise aware of, any Hazardous Substances stored or disposed on the Property in violation of any applicable law.

9.1.3 There is no condemnation proceeding, litigation, action, suit or proceeding pending or threatened , in writing within twelve (12) months prior to the date of this Agreement, that affects the Property.

9.1.4 Seller is not a “foreign person ” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended.

9.1.5 Seller has not received any written notice of violation of any law or ordinance affecting the Property.

9.1.6 There are no leases or occupancy agreements affecting the Property.

9.2 Seller’s Covenants. Seller covenants that, until the Closing Date or escrow is terminated, whichever comes earlier, Seller shall operate and maintain the Property in a manner consistent with Seller ’s past practices. Seller shall not execute any lease , license or other agreement for the use of the Property.

9.3 As-Is Sale and Purchase . Buyer acknowledges, by its initials as set forth below, that the provisions of this Section 9.3 have been required by Seller as a material inducement to enter into the contemplated transactions, and the intent and effect of such provisions have been explained to Buyer by Buyer’s counsel and have been understood and agreed to by Buyer subject, however, to Seller’s disclosure obligations under California law as a seller of real property. As a material inducement to Seller to enter i nto this Agreement and to convey the Property to Buyer, Buyer hereby acknowledges and agrees that, subject to Seller ’s disclosure obligations under California law as a seller of real property:

9.3.1 AS-IS. Except as otherwise expressly set forth in this Agreement (including, without limitation, Section 9.2) or in any certificate, instrument or other document executed by Seller pursuant to this Agreement ( collectively, the “Closing Documents ”), and subject to Seller’s representation and warranties set forth in this Agreement or in any of the Closing Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

9 Documents, Buyer is purchasing the Property in its existing condition, “AS-IS, WHERE-IS, WITH ALL FAULTS, ” and upon the Closing Date has made or has waived all inspections and investigations of the Property and its vicinity that Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Property.

Buyer’s Initials

9.3.2 No Representations . Other than the express representations and warranties and covenants of Seller contained in this Agreement or in any of the Closing Documents, neither Seller, nor any person or entity acting by or on behalf of Seller, nor any direct or indirect membe r, partner, officer, director or employee of Seller, nor any agent, affiliate, successor or assign of Seller (collectively, the “Seller Group ”) has made any representation, warranty, inducement, promise, agreement, assurance or statement, oral or written, of any kind to Buyer upon which Buyer is relying, or in connection with which Buyer has made or will make any decisions concerning the Property or its vicinity , including, without limitation, its use, condition, value, compliance with Governmental Regulations (as hereinafter defined), existence or absence of Hazardous Substances, or the permissibility, feasibility or convertibility of all or any portion of the Property for any particular use or purpose, including, without limitation, its pres ent or future prospects for sale, lease, development, occupancy or suitability as security for financing. As used herein, the term “Governmental Regulations” means any laws (including Environmental Laws , as hereinafter defined ), ordinances, rules, requirements, resolutions, policy statements and regulations (including, without limitation, those relating to land use, subdivision, zoning, Hazardous Substances, occupational health and safety, handicapped access, water, earthquake hazard reduction and building and fire codes) of any governmental or quasi-governmental body or agency claiming jurisdiction over the Property. As used in this Agreement, the following definitions shall apply: “Environmental Laws ” shall mean all federal, state and local laws, ordinances, rules and regulations now or hereafter in force, whether statutory or common law, as amended from time to time, and all federal and state court decisions, consent decrees and orders interpreting or enforcing any of the foregoing, in any way relating to or regulating human health or safety, or industrial hygiene or environmental conditions, or protection of the environment, or pollution or contamination of the air, soil, surface water or groundwater, and includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., and the Clean Water Act, 33 U.S.C. § 1251, et seq. “Hazardous Substances” shall mean any substance or material that is described as a toxic or hazardous substance, waste or material or a pollutant or contaminant, or words of similar import, in any of the Environmental Laws, and includes asbestos, petroleum (including crude oil or any fraction the reof, natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, or any mixture thereof), petroleum - based products and petroleum additives and derived substances, lead -based paint, mold, fungi or bacterial matter, polychlorin ated biphenyls, urea formaldehyde, radon gas, radioactive matter, medical waste and chemicals that may cause cancer or reproductive toxicity.

Buyer’s Initials
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10 9.3.3 No Implied Warranties. Excluding any representation or warranty or covenant set forth herein or in any of the Closing Documents, and subject to Seller’s disclosure obligations under California law, Seller hereby specifically disclaims: (a) all warranties implied by law arising out of or with respect to the execution of this Agreement, any aspect or element of the Property or the performance of Seller ’s obligations hereunder , including, without limitation, all implied warranties of merchantability, habitability and/or fitness for a particular purpose; and (b) any warranty, guaranty or representation, oral or written, past, present or future, of, as to or concerning (i) the nature and condition of the Property or other items conveyed hereunder, including, without limitation, the water, soil and geology, the suitability thereof and of the Property or other items conveyed hereunder for any and all activities and uses that Buyer may elect to conduct thereon, the existence of any environmental hazards or conditions thereon (including but not limited to the presence of asbestos or other Hazardous Substances) or compliance with applicable Environmental Laws; (ii) the nature and extent of any right -of-way, lease, possession, lien, encumbrance, license, reservation, condition or otherwise; and (iii) the compliance of the Property or its operation with any Governmental Regulations.

Buyer’s Initials

9.3.4 Information Supplied by Seller . Buyer specifically acknowledges and agrees that, except as expressly contained in this Agreement or in any of the Closing Documents, Seller has made no representation or warranty of any nature concerning the accuracy or completeness of any documents delivered or made available for inspection by Seller to Buyer, including, without limitation, the materials delivered by Seller pursuant to Section 3.2 , and that Buyer has undertaken (or will undertake) such inspections of the Pr operty as Buyer deems necessary and appropriate and that Buyer is relying solely upon such investigations and not on any of the materials delivered by Seller pursuant to Section 3.2 or any other information provided to Buyer by or on behalf of Seller. As to the materials delivered by Seller to Buyer pursuant to Section 3.2, Buyer specifically acknowledges that they have been prepared by third parties with whom Buyer has no privity and Buyer acknowledges and agrees that no warranty or representation, express or implied, has been made, nor shall any be deemed to have been made, to Buyer with respect thereto, either by the Seller Group or by any third parties that prepared the same.

Buyer’s Initials

9.3.5 Release. As of the Closing Date, and subject to and except for Seller’s disclosure obligations under California law as a seller of real property, Buyer hereby fully and irrevocably releases Seller from any and all claims that Buyer may have or hereafter acquire prior to the C losing Date against Seller for any cost, loss, liability, damage, expense, demand, action or cause of action (“Claims”) arising from or related to any matter of any nature relating to the Property, including, without limitation, the physical condition of the Property, any latent or patent construction defects, errors or omissions, compliance with law matters, Hazardous Substances and other environmental matters within, under or upon, or in the vicinity of the Property, including, without limit ation, any Environmental Laws; provided, however, the foregoing release shall not apply to any of Seller’s representations, warranties or covenants under Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

11 this Agreement. Subject to the preceding proviso and except for Seller ’s disclosure obligations under California law as a seller of real property, the foregoing release by Buyer shall include, without limitation, any Claims Buyer may have prior to the Closing Date pursuant to any statutory or common law right Buyer may have to receive disclosures from Seller, including, without limitation, any disclosures as to the Property ’s location within areas designated as subject to flooding, fire, seismic or earthqu ake risks by any federal, state or local entity, the presence of Hazardous Substances on or beneath the Property, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance or any other condition or circumstance affecting the Property, its financial viability, use or operation, or any portion thereof. This release includes Claims of which Buyer is presently unaware or that Buyer does not presently suspect to exist in its favor which, i f known by Buyer, would materially affect Buyer’s release of Seller. In connection with the general release set forth in this Section 9.3.5 , Buyer specifically waives the provisions of Section 1542 of the California Civil Code, which provides 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 and that if, known by him or her, must have materially affected his or her settleme nt with the debtor or released party.”

Buyer’s Initials

10. Billboard Signage. For a period of five (5) years from the Closing Date, provided the same does not adversely affect Buyer’s development plans with respect to the adjacent parcel, including, but not limited to, the contemplated helipad and flight path and desired parking, Buyer, for such consideration and on terms mutually agreeable to Buyer and Seller, is willing to entertain in good faith a proposal from Seller to acquire an easement over, a ground lease of or such other agreed upon rights with respect to a portion of the Property for purposes of installing, constructing, operating and maintaining an electronic billboard sign (the “Billboard”). The exact location and size of the area upon which the Billboard will be located shall be determined and agreed upon by both Parties (the “ Billboard Area ”). Buyer and Seller anticipate that the Billboard will be a collaborative opportunity for the mutual benefit of both Parties. Accordingly, any costs and expenses, including, but not limited to, third party fees, recording fees and permit or license fees, incurred in connection with any required approvals or the preparation of a legal description of the Billboard Area; a drawing to scale, including a detailed description of the Billboard Area, on a property map; and an appropriate recordable agreement documenting the arrangement of record , shall be borne as agreed upon by Buyer and Seller, taking into consideration the respective rights, benefits and obligations of the Parties created with respect to the Billboard and the Billboard Area.

Any agreed upon fees and costs incurred by Buyer or Seller to facilitate the proposed arrangement shall be subject to reconciliation to the extent a Party incurs costs in excess of its agreed upon share. Any amount owing by a Par ty to the other Party shall be promptly paid upon presentation of supporting documentation. The provisions of this Section 10 shall survive Closing.

Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

12 11. Miscellaneous Provisions.

11.1 Authority of City Manager . The City Manager of Seller is authorized to give all consents and approvals and sign this Agreement and all documents contemplated hereunder on behalf of Seller provided they are in writing ; may extend deadlines, including, but not limited to, the Closing D ate, for up to sixty (60) days ; and may enter into non -substantive amendments, including amendments extending deadlines, provided the amendments are express and in writing.

11.2 Notices. Notice may, unless otherwise provided herein, be given or served (a) by certified mail, return receipt requested ; (b) by email, if the time of email delivery is confirmed by sender’s receipt of an email report which confirms that the email was successfully transmitted in its entirety and provided the email was forwarded prior to 5:00 P.M. ; or (c) by depositing the same into custody of a nationally recognized overnight delivery service for next business day delivery. Notice given in any manner shall be effective only if and when received by the party to be notified between the hours of 8:00 A.M. and 5:00 P.M. of any business day with delivery made after such hours to be deemed received the following business day. For the purposes of notice, the addresses of Seller and Buyer shall, until changed as hereinafter provided, be as set forth below. The parties hereto shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by at least five (5) days written notice to the other party.

If to Buyer: NorthBay Healthcare Corporation
4500 Business Center Drive
Fairfield, CA 94534
Attn: Chris Matthews
[email protected]

If to Seller: City of Fairfield
1000 Webster St., 2nd Floor
Fairfield, California 94533
Attn: Jennifer Rice
[email protected]

11.3 Construction. If the date for any performance under this Agreement falls on a weekend or holiday, the time shall be extended to the next business day. “Business day” means a day that both national banks and Title Company are open for business in Fairfield, California.

11.4 Waiver. Failure of either party at any time to require performance of any provision of this Agreement shall not limit such party ’s right to enforce such provision, nor shall any waiver of any breach of any provision of this Agreement constitute a waiver of any succeeding breach of such provision or a waiver of such provision itself.

11.5 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 Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

13 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.

11.6 Attorneys’ Fees. In the event a suit, action, arbitration or other proceeding of any nature whatsoever, including, without limitation, any proceeding under the U.S. Bankruptcy Code, is instituted, or the services of an attorney are retained, to interpret or enforce any provision of this Agreement or with respect to any dispute relating to this Agreement, the prevailing party shall be entitled to recover from the losing party its reasonable attorneys’, paralegals’, accountants’ and other experts ’ fees and all other fees, costs and expenses actually incurred and reasonably necessary in connection therewith. In the event of suit, action, arbitration or other proceeding, the amount thereof shall be determined by the judge or arbitrator, shall include fees and expenses incurred on any appeal or review and shall be in addition to all other amounts provided by law.

11.7 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement and the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

11.8 Brokers. Seller and Buyer each warrant and represent to each other that aside from Chris Matthews, who represents Buyer (“Buyer’s Broker”), no broker or finder has been engaged by it in connection with the transaction contemplated by this Agreement . Seller agrees and acknowledges that it will be solely responsible for the payment of a brokerage fee to NorthBay Healthcare Foundation, a California nonprofit public benefit corporation, per the direction of Buyer’s Broker, in the amount of Thirty -Six Thousand Five Hundred Dollars ($36,500.00). Seller and Buyer warrant and represent that no broker or finder has been engaged by it in connection with the transaction contemplated by this Agreeme nt except for Buyer’s Broker; however, in the event any other claims for brokers ’ or finders’ fees or commissions are made in connection with the negotiation, execution or consummation of this Agreement based upon any statement, representation or agreement made by Buyer, then Buyer shall indemnify, hold harmless and defend Seller from and against such claims, and similarly , Seller shall indemnify, hold harmless and defend Buyer if such claims shall be based on any statement, representation or agreement made by Seller.

11.9 Integration. This Agreement contains the entire agreement and understanding of the parties with respect to the purchase and sale of the Property and supersedes all prior and contemporaneous agreements between them with respect to such purchase and sale.

11.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

11.11 Assignment. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, administrators and assigns; provided, however, Buyer may not assign its interest in this Agreement without the prior written consent of Seller, which consent may be withheld by Seller in Seller’s sole discretion; provided, further, that Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

14 without being relieved of any liability under this Agreement, Buyer reserves the right to take title to the Property in the name of an entity that is controlled by Buyer.

11.12 Execution in Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original but all of which together will constitute one (1) and the same agreement. Telecopied or faxed signatures, signatures emailed in a “pdf” format or electronic signatures, including by an electronic signature platform such as DocuSign, may be used in place of original signatures on this Agreement with the same force and effect as original signatures. Seller and Buyer intend to be bound by the signatures on telecopied, faxed, electronic platform or pdf documents; are aware that the other party will rely on the telecopied, faxed, electronic platform or pdf signatures; and hereby waive any defenses to the enforcement of the terms of this Agreement based on the use of a telecopied, facsimile, electronic platform or pdf signature.

[Signatures on the following page.]
Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year first above written.

SELLER:

CITY OF FAIRFIELD,
a municipal corporation

By:

Print Name: David Gassaway
Title: City Manager
ATTEST
By:
______________________, City Clerk

BUYER:

NORTHBAY HEALTHCARE
CORPORATION, a California nonprofit
public benefit corporation

By:

Print Name: ____________________
Title: __________________________
Joseph D'Angina
Executive Vice President, CFO
Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY
The land described herein is situated in the State of California, County of Solano, City of Fairfield, described as follows:

Parcel 2, as set forth in that certain Notice of Minor Lot Line Adjustment, recorded November 21, 2003, as Series No. 200300201757, Solano County Records, and described as follows:

Real property in the City of Fairfield, County of Solano, State of California, Parcels One, Two and Three as described in the Deed to JS & J Service, Inc., recorded May 20, 1999, under Serial Number 1999 - 00043418 of Official Records, Solano County Records, more particularly described as follows:

BEGINNING at the Southwest corner of Parcel 3, as shown on that certain Parcel Map filed for record on March 14, 1986, in Book 29 of Parcel Maps, Pages 47 through 50, Solano County Records;

Thence along the Southwesterly line of Parcel 3 of said map and along the Northeasterly line of Parcel One of said Deed South 73°54’17" East 1352.47 feet, to the TRUE POINT OF BEGINNING;

Thence South 55°38’07" West 653.33 feet; Thence along a tangent curve to the right, having a radius of 1050.00 feet, through a central angle of 38°48’03" for an arc length of 711.06 feet;

Thence North 85°33’50" West, 153.12 feet to the Westerly line of said Parcel One, being the Easterly line of Suisun Valley Road;

Thence along said Westerly line and along the Southwesterly lines of Parcels One and Three of said Deed the following four courses;

1. Thence South 4° 41’ 23" West 220.65 feet;

2. Thence South 16° 41’ 34" East 56.04 feet;

3. Thence South 30° 58’ 32" East 98.21 feet;

4. Thence South 39° 59’ 34" East 116.79 feet to the Southeasterly line of Parcel Three of said Deed, being the Northwesterly line of Interstate Highway 80;

Thence along said Northwesterly line, the following two courses:

1. Thence North 56°16’22" East 742.30 feet;

2. Thence Northeasterly along a non-tangent curve to the right, having a radius of 20,074.00 feet, whose center bears South 37°41’35" East, through a central angle of 2°36’06", for an arc length of 911.51 feet, to the Northeast corner of Parcel 3 of said map; thence along said Northeasterly line of Parcel Two of said Deed, North 73°54’17" West, 113.29 feet to the POINT OF BEGINNING.

APN: 0027-260-230

Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

EXHIBIT B

FORM OF GRANT DEED

RECORDING REQUESTED BY, AND WHEN
RECORDED MAIL TO:

NorthBay Healthcare Corporation
4500 Business Center Drive
Fairfield, CA 94534
Attn: Chris Matthews

APN: 0027-260-230
(SPACE ABOVE FOR RECORDER’S USE ONLY)

GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF FAIRFIELD , a municipal corporation (“ Grantor”), hereby GRANTS to the NORTHBAY HEALTHCARE CORPORATION , a California nonprofit public benefit 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 and incorporated herein by this reference, together with all rights, privileges, appurtenances, hereditaments, tenements, easements, reversions and remainders pertaining thereto or used in connection therewith.

IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of the date set forth below.

Dated: _____________, 2026 GRANTOR:

CITY OF FAIRFIELD, a municipal corporation
By:

Print Name: _________
Title: City Manager

Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

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

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

WITNESS my hand and official seal.

Signature (Seal)

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

Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

Exhibit A To Grant Deed
Legal Description of the Property
The land described herein is situated in the State of California, County of Solano, City of Fairfield, described as follows:

Parcel 2, as set forth in that certain Notice of Minor Lot Line Adjustment, recorded November 21, 2003, as Series No. 200300201757, Solano County Records, and described as follows:

BEGINNING at the Southwest corner of Parcel 3, as shown on that certain Parcel Map filed for record on March 14, 1986, in Book 29 of Parcel Maps, Pages 47 through 50, Solano County Records;

Thence along the Southwesterly line of Parcel 3 of said map and along the Northeasterly line of Parcel One of said Deed South 73°54’17" East 1352.47 feet, to the TRUE POINT OF BEGINNING;

Thence South 55°38’07" West 653.33 feet; Thence along a tangent curve to the right, having a radius of 1050.00 feet, through a central angle of 38°48’03" for an arc length of 711.06 feet;

Thence North 85°33’50" West, 153.12 feet to the Westerly line of said Parcel One, being the Easterly line of Suisun Valley Road;

Thence along said Westerly line and along the Southwesterly lines of Parcels One and Three of said Deed the following four courses;

1. Thence South 4° 41’ 23" West 220.65 feet;

2. Thence South 16° 41’ 34" East 56.04 feet;

3. Thence South 30° 58’ 32" East 98.21 feet;

4. Thence South 39° 59’ 34" East 116.79 feet to the Southeasterly line of Parcel Three of said Deed, being the Northwesterly line of Interstate Highway 80;

Thence along said Northwesterly line, the following two courses:

1. Thence North 56°16’22" East 742.30 feet;

APN: 0027-260-230

Docusign Envelope ID: 60E001CC-566D-8673-80FB-7169DFE6B1AD

Fairfield City CouncilJuly 7, 2026

Fairfield City Council
July 7, 2026