Agenda packet, special meeting — Fremont City Council, August 15, 2023

City Council Chambers
3300 Capitol Avenue
Fremont, CA

Fremont City Council

Lily Mei, Mayor
Teresa Cox, Vice Mayor
Teresa Keng, District 1
Desrie Campbell, District 2
Jenny Kassan, District 3
Yang Shao, District 4
Raj Salwan, District 5

City Staff

Karena Shackelford, City Manager
Rafael Alvarado, Jr., City Attorney
Christina Briggs, Assistant City Manager
Brian Stott, Assistant City Manager

Geneva Bosques, Communications and
Legislative Affairs Director
Allen DeMers, Assistant to the City Manager
Zoraida Diaz, Fire Chief
Tina Gallegos, Human Resources Director
Susan Gauthier, City Clerk
Hans Larsen, Public Works Director
Donovan Lazaro, Economic Development Director
David Persselin, Finance Director
Dan Schoenholz, Community Dev. Director
Suzanne Shenfil, Human Services Director
Sanford Taylor, Information Technology Director
Sean Washington, Chief of Police
Suzanne Wolf, Community Services Director
Fremont City Council Special
Agenda and Report
August 15, 2023

General Order of Business

1. Preliminary
• Call to Order
• Salute to the Flag
• Roll Call
• Announcements-Mayor and/or City Manager
• Report Out of Closed Session (if applicable)

2. Consent Calendar

3. Ceremonial Items

4. Public Communications

5. Scheduled Items
• Public Hearings
• Appeals
• Reports from Commissions, Boards and
Committees

6. Other Business

7. Items Referred by Councilmembers
• Council Referrals
• Appointments to Boards, Commissions,
Committees
• Legislative Actions
• Report on Committee Assignments

8. Adjournment

IMPORTANT NOTICE REGARDING THE CITY

COUNCIL MEETING
This meeting is being conducted utilizing
teleconferencing and electronic means Pursuant to
Government Code Section 54953(e) (Assembly Bill
361), The live stream of the meeting may be viewed
on the City of Fremont’s website at
www.Fremont.gov/Channel27 , which also provides
a link to the live stream; or, on Comcast Channel 27.

Please note at this time, Channel 27 is only
available to Comcast cable subscribers. The public
may view the meeting on television and/or online or
attend in-person in the Council Chamber. The lobby
doors open approximately 15 minutes prior to the
start of the meeting. The public is strongly
encouraged but not required to wear masks.

Submission of Public Comments: For those wishing
to make public comments at the August 15, 2023
Special Council meeting, you may either: (1) submit
your comments by email prior to the meeting, or (2)
by Spoken Public Comment during the meeting. If
you experience technical problems with the
telephonic meeting, please contact the City Clerk’s
Office at (510)284-4060 or
[email protected] .

See instructions on next page.

Agenda and Report - Fremont City Council Meeting - August 15, 2023

August 15, 2023 Fremont City Council Page 2
How to submit Public Communications / Public Comment by email prior to the meeting:

Send an email to [email protected] by 4:00 p.m. the day of the meeting. Please identify the agenda item number and meeting date in the subject line of your email or specify that it is not related to an agenda item. Emails will be compiled into files by agenda item number, distributed to the City Council and staff, and published in the City's Agenda Center on www.fremont.gov. If you wish to share an attachment/exhibit during a public comment portion of the zoom meeting, submit the pdf formatted document(s) to the email above by the noted deadline. Use the “raise hand” feature to request to speak. When called upon by the Mayor, City staff can share the document(s) while you are speaking during the time allotted.

Electronic comments on agenda items for the City Council meeting may only be submitted by email. Comments via text and social media (Facebook, Twitter, etc.) will not be accepted.

How to provide Spoken Public Comment during the meeting:
1) Attend meeting in-person in the Council Chamber, fill out a Speaker Card, and submit to the City Clerk. 2) By phone 833-430-0037 (toll free). Webinar ID: 823 2136 3713. Click *9 to raise a hand to speak. 3) By online https://us06web.zoom.us/j/82321363713
a. Use a current, up-to-date browser: Chrome 30+, Firefox 27+, Microsoft Edge 12+, Safari 7+. Certain functionality may be disabled in older browsers including Internet Explorer. Mute all other audio before speaking. Using multiple devices can cause an audio feedback. b. Enter an email address and name. The name will be visible online and will be used to notify you that it is your turn to speak.
c. When the Mayor calls for the item on which you wish to speak, click on “raise hand.” Speakers will be notified shortly before they are called to speak.
d. When called, please limit your remarks to the time limit allotted.

If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act, or if you do not have access to email or the internet, please contact The City Clerk’s Office at (510)284-4060 or [email protected] prior to the meeting for assistance.

Order of Discussion
Generally, the order of discussion after introduction of an item by the Mayor will include comments and information by staff followed by City Council questions and inquiries. The applicant, or their authorized representative, or interested citizens, may they speak on the item; each speaker may only speak once to each item. At the close of public discussion, the item will be considered by the City Council and action taken. Items on the agenda may be moved from the order listed.

Consent Calendar
Items on the Consent Calendar are considered to be routine by the City Council and will be enacted by one motion and one vote. There will be no separate discussion of these items unless a Councilmember or citizen so requests, in which case the item will be removed from the Consent Calendar and considered separately.

Additionally, other items without a “Request to Address the City Council” card in opposition may be added to the consent calendar. The City Attorney will read the title of ordinances to be adopted.

Oral Communications
Any person desiring to speak on a matter which is not scheduled on this agenda may do so under the Oral Communications section of Public Communications. Please submit your speaker card to the City Clerk prior to the commencement of Oral communications. Only those who have submitted cards prior to the beginning of Oral Communications will be permitted to speak. Please be aware the California Government Code prohibits the City Council from taking any immediate action on an item which does not appear on the agenda, unless the item meets stringent statutory requirements. The Mayor will limit the length of your presentation (see instructions on speaker card) and each speaker may only speak once on each agenda item.

The City Council Agendas may be accessed by computer at the following World Wide Web Address:
www.fremont.gov

Availability of Public Records
All disclosable public records relating to an open session item on this agenda that are distributed by the City to all or a majority of the City Council less than 72 hours prior to the meeting will be available for public inspection in specifically labeled binders located in the lobby of Fremont City Hall, 3300 Capitol Avenue during normal business hours, at the time the records are distributed to the City Council.

Information about the City or items scheduled on the Agenda and Report may be referred to:

Address: City Clerk
City of Fremont
3300 Capitol Avenue, Bldg. A
Fremont, California 94538
Telephone: (510) 284-4060

Your interest in the conduct of our City’s business is appreciated.

August 15, 2023 Fremont City Council Page 3
Agenda
Fremont City Council Special Meeting
August 15, 2023
City Council Chambers, 3300 Capitol Avenue, Building A
7:00 PM

1. Preliminary
A. Call to Order
B. Salute the Flag
C. Roll Call
D. Announcements-Mayor and/or City Manager
E. Report Out of Closed Session (if applicable)

2. Consent Calendar - None.

Items on the Consent Calendar are considered to be routine by the City Council and will be enacted by one motion and one vote. There will be no separate discussion of these items unless a Councilmember or citizen so requests, in which event the item will be removed from the Consent Calendar and considered separately. Additionally, other items without a “Request to Address Council” card in opposition may be added to the consent calendar. The City Attorney will read the title of ordinances to be adopted.

A. Motion To: Waive Further Reading of Proposed Ordinances (This permits reading the title only in lieu of reciting the entire text.) B. Approval of Minutes - None.

3. Ceremonial Items - None.

4. Public Communications
A. Oral and Written Communications
INDUSTRIAL DEVELOPMENT AUTHORITY - None.

PUBLIC FINANCING AUTHORITY - None.

CONSIDERATION OF ITEMS REMOVED FROM CONSENT CALENDAR

5. Scheduled Items - None.

August 15, 2023 Fremont City Council Page 4

6. Other Business
A. PROPERTY ACQUISITION – Approval of the Agreement to Purchase the Property Located at 39180 Liberty Street in the Amount of $6,540,000; Related Appropriation Actions
Contact Persons:

Name: Donovan Lazaro Christina Briggs
Title: Economic Development
Manager
Assistant City Manager
Dept: Economic Development
Department
City Manager's Office
Phone: 510-284-4024 510-284-4022
E-Mail: [email protected] [email protected]

RECOMMENDATIONS:

1. Adopt a Resolution of the City Council of the City of Fremont approving, and authorizing the City Manager to execute, a certain Standard Offer, Agreement, and Escrow Instructions for Purchase of Real Estate and accompanying Addendum thereto for City’s purchase of the property commonly known as 39180 Liberty Street and designated as Assessor Parcel Number 501-1130-50, and finding that the proposed purchase is exempt from CEQA review.

2. Reallocate $6,750,000 from the Strategic Investment Opportunities Reserve in the Capital Improvements Fund (PWC8811-501) to the 39180 Liberty Street Acquisition Project (PWC9107-501).

7. Items Referred by Councilmembers
A. Councilmember Referrals - None.

B. Appointments to Boards, Commissions, Committees - None.

C. Legislative Actions - None.

D. Report on Committee Assignments

8. Adjournment
August 15, 2023 Fremont City Council Page 5

ACRONYMS

ABAG Association of Bay Area Governments GIS Geographic Information System ACE Altamont Commuter Express GPA General Plan Amendment ACFCD Alameda County Flood Control District HARB Historical Architectural Review Board ACTC Alameda County Transportation
Commission
HBA Home Builders Association
HRC Human Relations Commission
ACWD Alameda County Water District ICMA International City/County Management Association ARB Art Review Board
BAAQMD

BART
Bay Area Air Quality Management
District
Bay Area Rapid Transit District
JPA Joint Powers Authority
LLMD Lighting and Landscaping Maintenance
District
BCDC Bay Conservation & Development
Commission
LOCC League of California Cities
LOS Level of Service
BMPs Best Management Practices MOU Memorandum of Understanding BMR Below Market Rate MTC Metropolitan Transportation
Commission
CALPERS California Public Employees’ Retirement
System
NEPA
NLC
National Environmental Policy Act
National League of Cities
CBC
CDD
California Building Code
Community Development Department
NPDES National Pollutant Discharge Elimination
System
CC & R’s Covenants, Conditions & Restrictions NPO Neighborhood Preservation Ordinance CDBG Community Development Block Grant PC Planning Commission CEQA California Environmental Quality Act PD Planned District CERT Community Emergency Response Team PDA Priority Development Area CIP Capital Improvement Program PUC Public Utilities Commission CNG Compressed Natural Gas PVAW Private Vehicle Accessway COF City of Fremont PWC Public Works Contract
COPPS Community Oriented Policing and Public
Safety
RFP Request for Proposals
RFQ Request for Qualifications
CSAC California State Association of Counties RHNA Regional Housing Needs Allocation CTC California Transportation Commission ROP Regional Occupational Program dB Decibel RRIDRO Residential Rent Increase Dispute
Resolution Ordinance DEIR Draft Environmental Impact Report DU/AC Dwelling Units per Acre RWQCB Regional Water Quality Control Board EBRPD East Bay Regional Park District SACNET

Southern Alameda County Narcotics
Enforcement Task Force EDAC Economic Development Advisory Commission (City)
EIR
EIS
Environmental Impact Report (CEQA)
Environmental Impact Statement
STIP State Transportation Improvement
Program

ERAF
(NEPA)
Education Revenue Augmentation Fund
TCRDF Tri-Cities Recycling and Disposal Facility
TOD Transit Oriented Development
EVAW
FAR
Emergency Vehicle Accessway
Floor Area Ratio
TS/MRF Transfer Station/Materials Recovery
Facility
FEMA Federal Emergency Management Agency UBC See CBC
FFD Fremont Fire Department VTA Santa Clara Valley Transportation Authority
FMC Fremont Municipal Code WMA Waste Management Authority FPD Fremont Police Department
FRC Family Resource Center ZA Zoning Administrator
FUSD Fremont Unified School District ZTA Zoning Text Amendment

August 15, 2023 Fremont City Council Page 6

UPCOMING MEETING AND CHANNEL 27

BROADCAST SCHEDULE
Date Time Meeting Type Location
Cable
Channel
27 August Recess Council in Recess until
September
September 5, 2023 7:00 p.m. City Council Meeting Council Chambers Live
September 12, 2023 7:00 p.m. City Council Meeting Council Chambers Live
September 19, 2023 7:00 p.m. City Council Meeting Council Chambers Live
September 26, 2023 CANCELLED: CC/FUSD
Liaison Committee Meeting
Monday,
October 2, 2023 5:30 p.m. CC/FUSD Joint Meeting Council Chambers Live
October 3, 2023 7:00 p.m. City Council Meeting Council
Chambers Live
October 10, 2023 7:00 p.m. City Council Meeting Council Chambers Live
October 17, 2023 7:00 p.m. City Council Meeting Council Chambers Live
October 24, 2023 5:30 p.m. CC/FUSD Liaison Committee
Meeting City Hosts Live
October 31, 2023 No City Council Meeting
(5th Tuesday)
November 7, 2023 7:00 p.m. City Council Meeting Council Chambers Live
November 14, 2023 7:00 p.m. City Council Meeting Council Chambers Live
November 21, 2023 7:00 p.m. City Council Meeting Council Chambers Live
November 28, 2023 5:30 p.m. CC/FUSD Liaison Committee
Meeting FUSD Hosts Live
December 5, 2023 7:00 p.m. City Council Meeting Council Chambers Live
December 12, 2023 7:00 p.m. City Council Meeting Council Chambers Live
December 19, 2023 7:00 p.m. City Council Meeting Council Chambers Live
December 26, 2023 CANCELLED: CC/FUSD
Liaison Committee Meeting Live

Fremont City Council Meeting: 08/15/23 07:00 PM
3300 Capitol Avenue Div/Dept: Economic Development Department Fremont, CA 94538 Category: Property Acquisitions & Dispositions

SCHEDULED
Sponsors:

COUNCIL STAFF REPORT (ID # 4981) DOC ID: 4981
Updated: 8/11/2023 7:50 PM by Alberto Quintanilla Page 1 PROPERTY ACQUISITION – Approval of the Agreement to Purchase the Property Located at 39180 Liberty Street in the Amount of $6,540,000; Related Appropriation Actions
Contact Persons:

Name: Donovan Lazaro Christina Briggs
Title: Economic Development Manager Assistant City Manager Div/Dept: Economic Development Department City Manager's Office Phone: 510-284-4024 510-284-4022
E-Mail: [email protected] [email protected]

EXECUTIVE SUMMARY: The purpose of this report is to request City Council approval to enter into a purchase agreement (“Agreement”) for the property located at 39180 Liberty Street (“Property”), which is privately owned by trustees of the Bishop 2001 Living Trust, Gordon Declaration of Trusts, and Abreu Living Trust (“Seller”). The purchase of the Property will support future phases of development and implementation of the Civic Center Master Plan, provide strategic flexibility in locating various City operations, and enhance the future land values and redevelopment potential of existing City properties.

Staff are also requesting that the City Council reallocate $6,750,000 from the Strategic Investment Opportunities Reserve in the Capital Improvements Fund (PWC8811-501) to the 39180 Liberty Street Acquisition Project (PWC9107-501) to pay the purchase price of the Property, $6,540,000, and any additional related costs.

BACKGROUND:

On July 11, 2023, the City Council authorized the City Manager or designee to engage in negotiation with the Seller’s representatives to purchase the Property. The City retained a real estate broker, DCG Strategies, to represent it in connection with the proposed purchase. DCG Strategies provided a broker opinion of value based on numerous comparable sales of properties purchased for their higher and better residential or mixed- use redevelopment potential. The comparable sales range in value. The opinion of value was provided to the City Council in the form of an attorney-client privileged memorandum concluding that the proposed purchase price falls within the range of the sales prices of the relevant comparable sales. The City and the Seller have come to agreement on the purchase price of $6,540,000 for the Property.

Within 5 business days of full execution of the proposed agreement, City must deposit $195,000 with the escrow holder, which will be refundable if City elects not to proceed with closing by the end of the due diligence period. During the due diligence period, City has the right to retain third party consultants to inspect the condition of the Building and the Property and perform a Phase 1 environmental analysis. The proposed agreement provides the City a 30-day due diligence period that may be extended by 15 days if there is a recognized environmental condition requiring further investigation or a major defect in the building or building component. If the City closes escrow, the Seller will credit the City for

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Council Staff Report (ID # 4981) Meeting of August 15, 2023 Updated: 8/11/2023 7:50 PM by Alberto Quintanilla Page 2 the costs of inspections performed during the due diligence period and the $195,000 deposit will be applied to the purchase price.

A draft “Standard Offer, Agreement, and Escrow Instructions for Purchase of Real Estate” and accompanying “Addendum” is attached to the staff report. The Addendum published on August 11, 2023 is close to final form, but City staff anticipates publishing a revised Addendum, via Green Sheet, on Monday, August 14, 2023 to incorporate additional legal edits to the terms of the Addendum.

DISCUSSION/ANALYSIS:

On October 12, 2012, the City Council adopted the Downtown Community Plan, a comprehensive long-term planning document for the City’s Downtown District that envisions a walkable, vibrant, mixed-use destination to serve as a central gathering point for the community for an array of activities including dining, shopping, and civic events. Following the Downtown Community Plan’s adoption, on July 15, 2014, the City Council approved the Civic Center Master Plan, which outlines a multi-phased development of the City’s Downtown property holdings to include a new home for the Family Resource Center (FRC), new City Hall and Council Chambers, public parking garage, and Downtown Event Center, the latter of which was opened in October 2021.

The Civic Center Master Plan is considered a critical component of the long-term vision for downtown Fremont (“Downtown”) due to the opportunities created from consolidating the multiple City departments within a new City Hall and capitalizing on the City’s surplus land for redevelopment. In addition to serving as a catalyst for Downtown, the implementation of the Civic Center Master Plan would serve to modernize Fremont’s civic facilities comparable to other regional cities and is in-line with the City’s recent Capital Improvement Plan efforts to reinvest in community facilities and assets.

The purchase of the subject Property would allow the City to expand its real property holdings immediately adjacent to the current City Hall. The Property consists of 53,578 square feet (roughly 1.23 acres) and is improved with a 23,000 square, foot two-story office building (the “Building”). The Building is occupied by several tenants. Staff will review the leases and obtain additional information about the existing tenants during the due diligence process. Staff anticipates allowing these tenants to continue occupancy of the Property pursuant to the terms of their existing leases. During due diligence, the City will also evaluate whether it is appropriate and desirable to assume any of the Seller’s existing contracts whereby vendors provide maintenance and other services to the Property.

The acquisition of the Property would be strategic in nature, providing an opportunity to further consolidate City administrative operations within the current City Hall area in the future while adding a key parcel that would enhance the overall redevelopment viability of the City’s existing properties with the possibility of increasing their underlying land values.

Potential short-term and medium-term uses for the Building would be based on City’s operational need and could include the relocation of one or more City departments to portions of the Building as space in the Building becomes available. However, the purchase agreement itself does not contemplate or require changes to the Building or the current office uses of the Property.

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Council Staff Report (ID # 4981) Meeting of August 15, 2023 Updated: 8/11/2023 7:50 PM by Alberto Quintanilla Page 3 The City owns an adjacent property improved with City Hall Buildings A and B, as well as the Housing Navigation Center, consisting of approximately 6.51 acres. The addition of the Property would expand the City’s site area to approximately 7.74 acres and create a “super block” site fully controlled by the City. It would also remove redevelopment impediments currently created by City’s shared use of the Liberty Street driveway with a private owner of the Property. Longer term, as future phases of the Civic Center Master Plan are implemented, the current City Hall site is considered an important mixed-use housing development site, with the potential to make a significant contribution toward Fremont’s Regional Housing Needs Assessment (RHNA) obligation and a major advancement t oward achieving a critical mass of new residents and businesses in Downtown. If the Property is redeveloped with mixed-use housing, that use would undergo CEQA review at the time it is proposed.

General Plan Conformity Finding for Acquisition of Real Property, Government Code 65402

California Government Code 65402(a) requires that findings of general conformity be made by the local planning agency prior to acquisition of any real property by the City. Pursuant to FMC 2.20.310, for the purpose of such conformity findings, the functions of the planning agency of the City are performed by the Planning Manager.

The Planning Manager has reviewed the proposed acquisition and finds that that the acquisition would be in conformance with the General Plan. The Property has a General Plan land use designation of Commercial – City Center, and corresponding zoning of D-MD (Downtown – Mid Zone). The acquisition of the Property would further the goals and priorities of the General Plan and Downtown Community Plan by providing increased flexibility for consolidating City government offices, while strategically assembling land for potential future redevelopment consistent with the planned development intensity envisioned for downtown. The property, in its present condition, could be used by the City as an extension of City offices or for a commercial use, as allowed under the General Plan.

In the future, it would likely be combined and redeveloped with the current City Hall parcel for a commercial, residential, or mixed-use development at an intensity in conformance with the General Plan.

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Council Staff Report (ID # 4981) Meeting of August 15, 2023 Updated: 8/11/2023 7:50 PM by Alberto Quintanilla Page 4 FISCAL IMPACT:

Staff are recommending that the City Council fund the purchase of the Property and any related costs from the Strategic Investment Opportunities Reserve in the Capital Improvements Fund (Fund 501). The Strategic Investment Opportunities Reserve was established with one-time General Fund revenues in fiscal years 2012/13, 2013/14, and 2015/16, and has a current balance of $8,818,000.

The recommended budget action would reallocate $6,750,000 from the Strategic Investment Opportunities Reserve (PWC8811-501) to the 39180 Liberty Street Acquisition project (PWC9107-501).

ENVIRONMENTAL REVIEW:

The City envisions continued use of the Building as an office building; some City operations may move into the Building as space becomes available. If and when a redevelopment of the Property or change in the Property’s use is proposed, the redevelopment or changed use will undergo California Environmental Quality Act (CEQA) review at that time. Accordingly, the proposed purchase is exempt from, and not subject to, further environmental review under CEQA pursuant to, without limitation, CEQA Guidelines 15183 (projects consistent with Community Plan, General Plan or Zoning), and/or 15162, as the project is covered by the analysis in the Supplemental Environmental Impact Report (SEIR) prepared for the Downtown Community Plan, certified by the City Council on September 18, 2012 by Resolution No. 2012-50 and the General Plan EIR, certified by the City Council on December 13, 2011 by Resolution No. 2011-68. None of the circumstances necessitating preparation of a subsequent EIR are present, as specified in CEQA Guidelines Section 15162, and none of the circumstances necessitating further evaluation are present as specified in CEQA Guidelines Section 15183. The action also is exempt pursuant to CEQA Guidelines Section 15378 (actions not a project) and 15061(b)(3) as no development proposal for the site is identified that would enable a reasonable evaluation of impacts. Each of the foregoing provides a separate and independent basis for CEQA compliance.

ATTACHMENTS:
• 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Resolution • 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Purchase and Sale Agreement
• 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Addendum to PSA

RECOMMENDATIONS:

2. Reallocate $6,750,000 from the Strategic Investment Opportunities Reserve in the Capital Improvements Fund (PWC8811-501) to the 39180 Liberty Street Acquisition Project (PWC9107-501).

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Resolution 2023-XX Page 1 of 3 RESOLUTION NO. 2023-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FREMONT

APPROVING, AND AUTHORIZING THE CITY MANAGER TO EXECUTE,

THAT CERTAIN STANDARD OFFER, AGREEMENT, AND ESCROW

INSTRUCTIONS FOR PURCHASE OF REAL ESTATE AND ACCOMPANYING ADDENDUM THERETO FOR CITY’S PURCHASE OF THE PROPERTY
COMMONLY KNOWN AS 39180 LIBERTY STREET AND DESIGNATED AS ASSESSOR PARCEL NUMBER 501-1130-50, AND FINDING THAT THE

PROPOSED PURCHASE IS EXEMPT FROM CEQA REVIEW

WHEREAS, the City of Fremont, a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California (“City”), is authorized to enter into contracts and agreements and to acquire property for the benefit of the City; and

WHEREAS, City staff have negotiated terms under which City may purchase real property located at 39180 Liberty Street and identified as Assessor Parcel Number 501-1130-50 (“Property”) for $6,540,000 (“ Purchase Price ”) from the owner s, Alan N. Bishop, Successor Trustee of the Bishop 2001 Living Trust dated April 16, 2001; Shirley Ann Abreu, Trustee of the Abreu Living Trust dated November 3, 1988; Marilyn J. Gordon, Trustee of the Robert B. Gordon and Marilyn J. Gordon Declaration of Trust dated January 31, 1996 pursuant to a Standard Offer, Agreement, and Escrow Instructions for Purchase of Real Estate and Addendum to Standard Offer, Agreement (collectively, the “Agreement”); and

WHEREAS, the Property is located adjacent to existing City administrative buildings and is improved with a two -story office building with twelve suites occupied by several tenants for professional and medical office use; and

WHEREAS, the reasons supporting the entrance of the Cit y into the Agreement are set forth in detail in that certain City Council Staff Report entitled “ Property Acquisition– Approval of the Agreement to Purchase the Property Located at 39180 Liberty Street in the Amount of $6,540,000; Related Appropriation Act ions” submitted for City Council consideration at its meeting of August 15, 2023 (“Staff Report”), the contents of which Staff Report are incorporated herein by this reference.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fremont that the City Council does hereby resolve, determine and find as follows:

SECTION 1. Recitals. The above referenced recitals are true and correct and are incorporated into and form a material part of this Resolution.

SECTION 2. Approval and Authorization. The City Council does further resolve, order and/or direct as follows:
a. That the Agreement substantially in the form attached hereto as Exhibit A and incorporated herein by this reference is hereby approved.

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Attachment: 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Resolution (4981 : PROPERTY ACQUISITION - 39180 Liberty Street) Resolution 2023-XX Page 2 of 3 b. That the City Manager or their designee is hereby delegated authority to and is authorized and directed to execute the Agreement substantially in the form attached hereto as Exhibit A, subject to minor, technical changes approved by the City Attorney. The City Manager or their designee is also delegated authority to negotiate amendments to the terms of the Agreement with the approval of the City Attorney, including but not limited to purchase price reductions and time extensions, due to information discovered during the contingency period or during title review.
c. That the City Manager or her designee is authorized and directed to execute such additional instruments and to take such actions that, after consultation with the City Attorney, are deemed necessary or desirable to carry out, give effect to, and consummate the transaction contemplated by this Resolution, including, without limitation, executing supplemental escrow instructions and such tax forms and other documents as escrow holder may require, depositing the good faith deposit with the escrow holder, depositing the balance of the Purchase Price and executing and delivering to escrow holder a Certificate of Acceptance of the Grant Deed, an Assignment and Assumption of Leases, a Bill of Sale, and an Assignment and Assumption of Contracts substantially in the forms attached to the Agreement subject to minor, technical changes approved by the City Attorney.

SECTION 3. CEQA. The City Council hereby finds that this action is exempt from, and not subject to, further environmental review under CEQA pursuant to, without limitation, CEQA Guidelines 15183 (projects consistent with Community Plan, General Plan or Zoning), and/or 15162, as the project is covered by the analysis in the Supplemental Environmental Impact Report (SEIR) prepared for the Downtown Community Plan, certified by the City Council on September 18, 2012 by Resolution No. 2012-50 and the General Plan EIR, certified by the City Council on December 13, 2011 by Resolution No. 2011-68. None of the circumstances necessitating preparation of a subsequent EIR are present, as specified in CEQA Guidelines Section 15162, and none of the circumstances necessitating further evaluation are present as specified in CEQA Guidelines Section 15183. The action also is exempt pursuant to CEQA Guidelines Section 15378 (actions not a project) and 15061(b)(3) as no development proposal for the site is identified that would enable a reasonable evaluation of impacts. Each of the foregoing provides a separate and independent basis for CEQA compliance.

SECTION 4. Effective Date. This Resolution shall take effect immediately upon adoption.

ADOPTED___________, by the City Council of the City of Fremont by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

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Attachment: 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Resolution (4981 : PROPERTY ACQUISITION - 39180 Liberty Street) Resolution 2023-XX Page 3 of 3

_________________________________
Mayor

ATTEST: APPROVED AS TO FORM:

__________________________________ _________________________________ City Clerk City Attorney

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Attachment: 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Resolution (4981 : PROPERTY ACQUISITION - 39180 Liberty Street)

STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS

FOR PURCHASE OF REAL ESTATE
(NonResidenƟal)
Dated:

1. Buyer.

1.1 City of Fremont ,( "Buyer") hereby oﬀers to purchase the real property, hereinaŌer described, from the owner thereof (" Seller") (collecƟvely, the "ParƟes" or individually, a "Party"), through an escrow (" Escrow") to close 30 or days aŌer the waiver or sa ƟsfacƟon of the Buyer's ConƟngencies, (" Expected Closing Date") to be held by Fidelity National Title ("Escrow Holder") whose address is , Phone No. , Facsimile No. upon the terms and condi Ɵons set forth in this agreement (" Agreement"). Buyer shall have the right to assign Buyer's rights hereunder, but any such assignment shall not relieve Buyer of Buyer's obliga Ɵons herein unless Seller expressly releases Buyer .

1.2 The term "Date of Agreement"a s used herein shall be the date when by execuƟon and delivery (as deﬁned in paragraph 20.2) of this document or a subsequent counteroﬀer thereto, Buyer and Seller have reached agreement in wri Ɵng whereby Seller agrees to sell, and Buyer agrees to purchase, the Property upon terms accepted by both ParƟes.

2. Property.

2.1 The real property (" Property") that is the subject of this o ﬀer consists of (insert a brief physical descripƟon) the land and improvements thereon is located in the County of Alameda , is commonly known as (street address, city, state, zip) 39180 Liberty Street, Fremont, CA 94538 and is legally described as: (APN: 501-1130-050 ).

2.2 If the legal descrip Ɵon of the Property is not complete or is inaccurate, thi s Agreement shall not be invalid and the legal descrip Ɵon shall be completed or corrected to meet the requirements of Fidelity National Title ("Title Company"), which shall issue the Ɵtle policy hereinaŌer described.

2.3 The Property includes , at no addiƟonal cost to Buyer, the permanent improvements thereon, including those items which pursuant to applicable law are a part of the property, as well as the following items, if any, owned by Seller and at present located on the Property: electrical distribu Ɵon systems (power panel, bus ducƟng, conduits, disconnects, lighƟng ﬁxtures); telephone distribuƟon systems (lines, jacks and connecƟons only); space heaters; heaƟng, venƟlaƟng, air condiƟoning equipment ("HVAC"); air lines; ﬁre sprinkler systems; security and ﬁre detecƟon systems; carpets; window coverings; wall coverings; and (collecƟvely, the "Improvements").

2.4 The ﬁre sprinkler monitor: is owned by Seller and included in the Purchase Price, is leased by Seller, and Buyer will need to nego Ɵate a new lease with the ﬁre monitoring company, ownership will be determined during Escrow, or there is no ﬁre sprinkler monitor .

2.5 Except as provided in Paragraph 2.3, the Purchase Price does not include Seller's personal property, furniture and furnishings, and all of which shall be removed by Seller prior to Closing.

3. Purchase Price.

3.1 The purchase price (" Purchase Price") to be paid by Buyer to Seller for the Property shall be Six Million Five Hundred Forty Thousand Dollars ($6,540,000.00) ,p a y a b l ea sf o l l o w s :
(Strike any not applicable)
(a) Cash down payment, including the Deposit as de ﬁned in paragraph 4.3 (or if an all cash transac Ɵon, the Purchase Price):
$195,000.00
(b) Amount of "New Loan" as de ﬁned in paragraph 5.1, if any:
(c) Buyer shall take Ɵtle to the Property subject to and/or assume the following exis Ɵng deed(s) of trust (" ExisƟng Deed(s) of Trust") securing the exisƟng promissory note(s) ("ExisƟng Note(s)"):
(i) An Exis Ɵng Note ("First Note") with an unpaid principal balance as of the Closing of approximately:

Said First Note is payable at per month, including interest at the rate of % per annum unƟl paid (and/or the en Ɵre unpaid balance is due on ). (ii) An Exis Ɵng Note ("Second Note") with an unpaid principal balance as of the Closing of approximately:

Said Second Note is payable at per month, including interest at the rate of % per annum unƟl paid (and/or the en Ɵre unpaid balance is due on ). (d) Buye r shall give Seller ad e ed of trust ("Purchase Money Deed of Trust") on the property, to secure the promissory note of Buyer to Seller described in paragraph 6 (" Purchase Money Note") in the amount of:

Total Purchase Price: $6,540,000.00

3.2 If Buyer is taking Ɵtle to the Property subject to, or assuming, an ExisƟng Deed of Trust ands u ch deed of trust permits the beneﬁciary to demand payment of fees including, but not limited to, points, processing fees, and appraisal fees as a condi Ɵon to the transfer of the Property, Buyer agrees to pay such fees up to a $6,540,000

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Attachment: 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Purchase and Sale Agreement (4981 : PROPERTY ACQUISITION - maximum of 1.5% of the unpai d principal balance of the applicable Exis Ɵng Note.

4. Deposits.

4.1 Buyer has delivered to Broker a check in the sum of , payable to Escrow Holder, to be delivered by Broker to Escrow Holder within 2 or business days aŌer both ParƟes have executed this Agreement and the executed Agreement has been delivered to Escrow Holder, or within 2o r five (5) business days aŌer both ParƟes have executed this Agreement and the executed Agreement has been delivered to Escrow Holder Buyer shall deliver to Escrow Holder a check in the sum of One Hundred Ninety Five Thousand Dollars ($195,000.00) .I f s a i d c h e c k is not received by Escrow Holder within said Ɵme period then Seller may elect to unilaterally terminate this transacƟon by giving wriƩen noƟce of such elecƟon to Escrow Holder whereupon neither Party shall have any further liability to the other under this Agreement. Should Buyer and Seller not enter into an agr eement for purchase and sale, Buyer's check or funds shall, upon request by Buyer, be promptly returned to Buyer.

4.2 Addi Ɵonal deposits:
(a) Within 5 business days a Ōer the Date of Agreement, Buyer shall deposit with Escrow Holder the addi Ɵonal sum of to be applied to the Purchase Price at the Closing.
(b) Withi n 5b u s i n e ss days aŌer the conƟngencies discussed in paragraph 9.1 (a) through (m) are approved or waived, Buyer shall deposit with Escrow Holder the addiƟonal sum of to be applied to the Purchase Price at the Closing. (c) If an Addi Ɵonal Deposit is not received by Escrow Holder within the Ɵme period provided then Seller may no Ɵfy Buyer, Escrow Holder , and Brokers, in wriƟng that, unless the AddiƟonal Deposit is received by Escrow Holder within 2b u s i n e ss days following said noƟce, the Escrow shall be deemed terminated without further noƟce or instrucƟons.

4.3 Escro w Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2 (collecƟvely the "Deposit"), in aS t a t eor Federally chartered bank in an interest bearing account whose term is appropriate and consistent with the Ɵming requirements of this transac Ɵon. The interest therefrom shall accrue to the beneﬁt of Buyer, who hereby acknowledges that there may be penalƟes or interest forfeitures if the applicable instrument is redeemed prior to its speciﬁed maturity. Buyer's Federal Tax Iden ƟﬁcaƟon Number is . NOTE: Such interest bearing account cannot be opened un Ɵl Buyer's Federal Tax IdenƟﬁcaƟon Number is provided.

4.4 Notwithstanding the foregoing, within 5 days a Ōer Escrow Holder receives the monies described in paragraph 4.1 above, Escrow Holder shall release $100 of said monies to Seller as and for independent consideraƟon for Seller's' execuƟon of this Agreement and the granƟng of the conƟngency period to Buyer as herein provided. Such independent considera Ɵon is nonrefundable to Buyer but shall be credited to the Purchase Price in the event that the purchase of the Property is completed.

4.5 Upon waiver of all of Buyer's con Ɵngencies the Deposit shall become non refundable but applicable to the Purchase Price except in the event of a Seller breach, or in the event that the Escrow is terminated pursuant to the provisions of Paragraph 9.1(n)( D e s t r u cƟon, Damage or Loss) or 9.1(o) (Material Change).

5. Financing Con Ɵngency. (Strike if not applicable)

5.1 Thi s oﬀer is conƟngent upon Buyer obtaining from an insurance company, ﬁnancial insƟtuƟon or other lender, ac o m m i t m e nt to lend to Buyer a sum equal to at least % of the Purchase Price, on terms acceptable to Buyer. Such loan (" New Loan") shall be secured by a ﬁr s td e e d o ft r u s to r m o r t g a g eo nt he Property. If thi s Agreement provides for Seller to carry back junior ﬁnancing, then Seller shall have the right to approve the terms of the New Loan.S e l l er shall have 7 days following receipt of the commitment seƫng forth the proposed terms of the New Loan to approve or disapprove of such proposed terms. If Seller fails to no Ɵfy Escrow Holder, in wriƟng, of the disapproval within said 7d a ys it shall be conclusively presumed that Seller has approved the terms of the New Loan.

5.2 If Buyer shall fail to no Ɵfy its Broker, Escrow Holder and Seller, in wriƟng within days following the Date of Agreement, that the New Loan has not been obtained, it shall be conclusively presumed that Buyer has either obtained said New Loan or has waived this New Loan conƟngency.

5.3 If Buyer shall no Ɵfy its Broker, Escrow Holder and Seller, in wriƟng, within the Ɵme speciﬁed in paragraph 5.2 hereof, that Buyer has not obtained said New Loan, this Agreement shall be terminated, and Buyer shall be enƟtled to the prompt return of the Deposit, plus any interest earned thereon, less only Escrow Holder and Title Company cancellaƟon fees and costs, which Buyer shall pay.

6. Seller Financing. (Purchase Money Note). (Strike if not applicable)

6.1 If Seller approves Buyer's ﬁnancials (see paragraph 6.5) the Purchase Money Note shall provide for interest on unpaid principal at the rate of % per annum, with principal and interest paid as follows: . The Purchase Money Note and Purchase Money Deed of Trust shall be on the current forms commonly used by Escrow Holder, and be junior and subordinate only to the ExisƟng Note(s) and/or the New Loan expressly called for by this Agreement.

6.2 The Purchase Money Note and/or the Purchase Money Deed of Trust shall contain provisions regarding the following (see also paragraph 10.3 (b)):
(a) Prepayment.P r i n c i p a l m a y b e p r e p a id in whole or in part at any Ɵme without penalty, at the opƟon of the Buyer. (b) Late Charge. A late charge of 6% shall be payable with respect to any payment of principal, interest, or other charges, not made within 10 days a Ōer it is due.
(c) Due On Sale. In the event the Buyer sells or transfers Ɵtle to the Property or any porƟon thereof, then the Seller may, at Seller's op Ɵon, require the enƟre unpaid balance of said Note to be paid in full.

6.3 If the Purchase Money Deed of Trust is to be subordinate to other ﬁnancing, Escrow Holder shall, at Buyer's expense prepare and record on Seller's behalf a request for noƟce of default and/or sale with regard to each mortgage or deed of trust to which it will be subordinate.

6.4 WARNING: CALIFORNIA LAW DOES NOT ALLOW DEFICIENCY JUDGEMENTS O N SELLER FINANCING. IF BUYER ULTIMATELY DEFAULTS ON THE LOAN, SELLER'S SOLE REMEDY IS TO FORECLOSE ON THE PROPERTY.

6.5 Seller's obliga Ɵon to provide ﬁnancing is conƟngent upon Seller's reasonable approval of Buyer's ﬁnancial condiƟon. Buyer to provide a current ﬁnancial statement and copies of its Federal tax returns for the last 3y e a rs to Seller within 10 days following the Date of Agreement.S e l l er has 10 days following receipt of such documentaƟon to saƟsfy itself with regard to Buyer's ﬁnancial condiƟon and to noƟfy Escrow Holder as to whether or not Buyer's ﬁnancial condiƟon is acceptable. If Selle r fails to noƟfy Escrow Holder, in wriƟng, of the disapproval of this conƟngency within said Ɵme period, it shall be conclusively presumed that Seller has approved Buyer's ﬁnancial condiƟon. If Seller is not sa Ɵsﬁed with Buyer's ﬁnancial condiƟon or if Buyer fails to deliver the required documenta Ɵon then Seller may noƟfy Escrow Holder in wriƟng that Seller Financing will not be available, and Buyer shall have the opƟon, within 10 days of the receipt of such noƟce, to either terminate this transacƟon or to purchase the Property without Seller ﬁnancing. If Buyer fails to no Ɵfy Escrow Holder within said Ɵme period of its elecƟon to terminate this transacƟon then Buyer shall be conclusively presumed to have elected to purchase the Property withou t Seller ﬁnancing.I f B u y er elects to terminate, Buyer's Deposit shall be refunded less Title Company and Escrow Holder cancella Ɵon fees and costs, all of which shall be Buyer's obliga Ɵon.

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Attachment: 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Purchase and Sale Agreement (4981 : PROPERTY ACQUISITION -

7. Real Estate Brokers.

7.1 Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Rela Ɵonship, conﬁrms and consents to the following agency rela Ɵonships in this transacƟon with the following real estate broker(s) ("Brokers") and/or their agents (“Agent(s)”):

Seller's Brokerage Firm Jones Lang LaSalle, Inc. L i c e n s eN o . i st h eb r o k e r o f( c h e c ko n e ) : t h eS e l l e r ;o r b o t ht h e Buyer and Seller (dual agent).

Seller's Agent Sofi Choi, Steven Chon, and Trent Barmby License No. 01445024 is (check one): the Seller' s Agent (salesperson or broker associate); or both the Seller's Agent and the Buyer's Agent (dual agent).

Buyer's Brokerage Firm DCG Strategies, Inc. License No. is the broker of (check one): the Buyer; or both the Buyer and Seller (dual agent).

Buyer's Agent Landis Graden License No. is (check one): the Buyer's Agent (salesperson or broker associate); or both the Buyer's Agent and the Seller's Agent (dual agent).

The ParƟes acknowledge that other than the Brokers and Agents listed above, there are no other brokers or agents represen Ɵng the ParƟes or due any fees and/or commissions under this Agreement. Buye r shall use the service s of Buyer's Broker exclusively in connecƟon with any and all negoƟaƟons and oﬀers with respect to the Property for a period of 1 year from the date inserted for reference purposes at the top of page 1.

7.2 Buyer and Seller each represent and warrant to the other that he/she/it has had no dealings with any person, ﬁrm, broker, agent or ﬁnder in connecƟon with the negoƟaƟon of this Agreement and/or the consummaƟon of the purchase and sale contemplated herein, other than the Brokers and Agents named in paragraph 7.1, and no broker, agent or other person, ﬁrm or enƟty, other than said Brokers and Agents is/are enƟtled to any commission or ﬁnder's fee in connecƟon with this transacƟon as the result of any dealings or acts of such Party. Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and against any costs, expenses or liability for compensaƟon, commission or charges which may be claimed by any broker, agent, ﬁnder or other similar party, other than said named Brokers and Agents by reason of any dealings or act of the indemnifying Party.

8. Escrow and Closing.

8.1 Upon acceptance hereof by Seller, this Agreement, including any countero ﬀers incorporated herein by the ParƟes, shall consƟtute not only the agreemen t of purchase and sale between Buyer and Seller, but also instrucƟons to Escrow Holder for the consummaƟon of the Agreement through the Escrow. Escro w Holder shall not prepare any further escrow instrucƟons restaƟng or amending the Agreement unless speci ﬁcally so instructed by the ParƟes or a Broker herein. Subject to the reasonable approval of the ParƟes, Escrow Holder may, however, include its standard general escrow provisions. I n the event that there is any conﬂict between the provisions of the Agreement and the provisions of any addi Ɵonal escrow instrucƟons the provisions of the Agreement shall prevail as to the Par Ɵes and the Escrow Holder .
8 . 2 A ss o o n a sp r a cƟcal aŌer the receipt of this Agreement and any relevant countero ﬀers, Escrow Holder shall ascertain the Date of Agreement as de ﬁned in paragraphs 1.2 and 20.2 and advise the ParƟes and Brokers, in wriƟng, of the date ascertained.

8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and prac Ɵce of the community in which Escrow Holder is located, including any reporƟng requirements of the Internal Revenue Code. I n the event of a conﬂict between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shal lp r e v a i l .

8.4 Subject to saƟsfacƟon of the conƟngencies herein described, Escrow Holder shall close this escrow (the "Closing") by recording a general warranty deed (a grant deed in California) and the other documents required to be recorded, and by disbursing the funds and documents in accordance with this Agreement .

8.5 Buyer and Seller shall each pay onehalf of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes. Selle r shall pay the premium fo r a standard coverage owner's or joint protecƟon policy of Ɵtle insurance. (See als o paragraph 11.)

8.6 Escrow Holder shall verify that all of Buyer's con Ɵngencies have been saƟsﬁed or waived prior to Closing. The ma Ʃers contained in paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are, however, maƩers of agreement between the ParƟes only and are not instrucƟons to Escrow Holder .

8.7 If this transacƟon is terminated for nonsaƟsfacƟon and nonwaiver of a Buyer's ConƟngency, as deﬁned in paragraph 9.2 or disapproval of any othe r maƩer subject to Buyer's approval, then neither of the Par Ɵes shall thereaŌer have any liability to the other under this Agreement, except to the extent of a breach o f any aﬃrmaƟve covenant or warranty in this Agreement. I n the event of such terminaƟon, Buyer shall, subject to the provisions of paragraph 8.10, be promptly refunded all funds deposited by Buyer with Escrow Holder, less only the $100 provided for in paragraph 4.4 and the Title Company and Escrow Holder cance llaƟon fees and costs, all of which shall be Buyer's obligaƟon. If thi s transacƟon is terminated as ar e s u lt of Seller's breach of this Agreement then Seller shall pay the Title Company and Escrow Holder cancellaƟ on fees and costs.

8.8 The Closin g shall occur on the Expected Closing Date, or as soon thereaŌer as the Escrow is in condiƟon for Closing; provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instruc Ɵons of the ParƟes, a Party not then in default under this Agreement ma y noƟfy the other Party, Escrow Holder, and Brokers, in wriƟng that, unless the Closing occurs within 5b u s i n e ss days following said noƟce, the Escrow shall be deemed terminated without further noƟce or instrucƟons.

8.9 Except as otherwise provided herein, the terminaƟon of Escrow shall not relieve or release either Party from any obligaƟon to pay Escrow Holder's fees and costs or consƟtute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligaƟ ons, agreements, covenants or warranƟes contained therein.

8.10 If this Escrow is terminated for any reason other than Seller's breach or default, then as a condi Ɵon to the return of Buyer's deposit, Buyer shall within 5 days aŌer wriƩen request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. 9 . ConƟngencies to Closing.

9.1 IF, BEFORE EXPIRATION OF THE APPLICABLE TIME, BUYER FAILS TO PROVIDE ESCROW HOLDER WRITTEN NOTICE OF BUYER'S DISAPPROVAL OF ANY OF

BUYER'S CONTINGENCIES OR ANY OTHER MATTER THAT IS SUBJECT TO BUYER'S APPROVAL IN THIS AGREEMENT , THEN BUYER SHALL BE CONCLUSIVELY DEEMED TO HAVE SATISFIED SUCH BUYER'S CONTINGENCIES AND/OR APPROVED OF SUCH OTHER MATTERS . If a number of days is completed in any of the op Ɵonal spaces in subparagraphs 9.1 (a) through (m), then such number shall apply and override the preprinted number, even if the preprinted number is not stricken. The Closin g of this transacƟon is conƟngent upon the saƟsfacƟon or waiver of the following conƟngencies:
(a) Disclosure.S e l l er shall make to Buyer, through Escrow, all of the applicable disclosure s required by law (See AIR CRE ("AIR") standard form enƟtled "Seller's Mandatory Disclosure Statement" ) a n dp r o v i d eB u y e r w i t ha c o m p l e t e dP r o p e r t yI n f o r m aƟon Sheet ("Property InformaƟon Sheet") concerning the Property, duly

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Attachment: 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Purchase and Sale Agreement (4981 : PROPERTY ACQUISITION - executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 10 or three (3) days following the Date of Agreement. Buyer has 10 days from the receipt of said disclosures to approve or disapprove the ma

Ʃ
ers disclosed.
(b) Physical InspecƟon. Buyer has 10 or thirty (30) days following the receipt of the Property InformaƟon Sheet or the Date of Agreement, whichever is later, to saƟsfy itself with regard to the physical aspects and size of the Property. (c) Hazardous Substance CondiƟons Report. Buyer has 30 or days following the receipt of the Property InformaƟon Sheet or the Date of Agreement,w h i c h e v e ri s l a t e r ,to saƟsfy itself with regard to the environmental aspects of the Property. Seller recommends that Buyer obtain a Hazardous Substance CondiƟons Report concerning the Property and relevant adjoining properƟes. Any suc h report shall be paid for by Buyer. A " Hazardous Substance"f or purposes of this Agreement is deﬁned as any substance whose nature and/or quan Ɵty of existence, use, manufacture, disposal or e ﬀect, render it subject to Federal, state or local regulaƟon, invesƟgaƟon, remediaƟon or removal as potenƟally injurious to public health or welfare. A " Hazardous Substance CondiƟon"f or purposes of this Agreement is deﬁned as the existence on, under or relevantly adjacent to the Property of a Hazardous Substance that would require remedia Ɵon and/or removal under applicable Federal, state or local law.
(d) Soil InspecƟon. Buyer has 30 or days following the receipt of the Property InformaƟon Sheet or the Date of Agreement,w h i c h e v e r i s later, to saƟsfy itself with regard to the condiƟon of the soils on the Property. Seller recommends that Buyer obtain a soil test report. Any such report shall be paid for by Buyer. Selle r shall provide Buyer copies of any soils report that Seller may have within 10 days following the Date of Agreement. (e) Governmental Approvals. Buyer has 30 or days following the Date of Agreement to sa Ɵsfy itself with regard to approvals and permits from governmental agencies or departments which have or may have jurisdicƟon over the Property and which Buyer deems necessary or desirable in connecƟon with its intended use of the Property, including, but not limited to, permits and approvals required with respect to zoning, planning, building and safety , ﬁre, police, handicapped and Americans with DisabiliƟes Act requirements, transportaƟon and environmental maƩers. (f) CondiƟons of Title. Escrow Holder shall cause a current commitment for Ɵtle insurance ("Title Commitment") concerning the Property issued by th e Title Company, as well as legible copies of all documents referred to in the Title Commitment ("Underlying Documents"), and as c a l ed and dimensioned plot showing the locaƟon of any easements to be delivered to Buyer within 10 or days following the Date of Agreement. Buyer has 10 days from the receipt of the Title Commitment, the Underlying Documents and the plot plan to saƟsfy itself with regard to the condiƟon of Ɵtle. The disapproval by Buye r of any monetary encumbrance, which by the terms of this Agreement is not to remain against the Property a Ōer the Closing, shall not be considered a failure of this con Ɵngency, as Seller shall have the obliga Ɵon, at Seller's expense, to saƟsfy and remove such disapproved monetary encumbrance at or before the Closing. (g) Survey. Buyer has 30 or days following the Date of Agreement receipt of the Title Commitment and Underlying Documents to saƟsfy itself with regard to any ALTAƟtle supplement based upon a survey prepared to American Land Title AssociaƟon ("ALTA") standards for an owner's policy by a license d surveyor, showing the legal descripƟon and boundary lines of the Property, any easements of record, and any improvements, poles, structures and things located within 10 feet of either side of the Property boundary lines. Any suc h survey shall be prepared at Buyer's direc Ɵ on and expense. If Buye r has obtained as u r v e ya nd approved the ALTAƟtle supplement, Buyer may elect within the period allowed for Buyer' s approval of a survey to have an ALTA extended coverage owner's form o f Ɵtle policy, in which event Buyer shall pay any addi Ɵonal premium aƩributable thereto. (h) ExisƟng Leases and Tenancy Statements. Seller shall within 10 or three (3) days following the Date of Agreement provide both Buyer and Escrow Holder with legible copies of all leases, subleases or rental arrangements (collecƟvely, "ExisƟng Leases") aﬀecƟng the Property,a nd with a tenancy statement (" Estoppel Cer Ɵﬁcate") in the latest form or equivalent to that published by the AIR, executed by Seller and/or each tenant and subtenant of the Property. Seller shall use its best eﬀorts to have each tenant complete and execute an Estoppel CerƟﬁcate. If any tena ntf a i ls or refuses to provide an Estoppel CerƟﬁcate then Seller shall complete and execute an Estoppel CerƟﬁcate for that tenancy. Buyer has 10 days from the receipt of said Exis Ɵng Leases and Estoppel CerƟﬁcates to saƟsfy itself with regard to the ExisƟng Leases and any other tenancy issues. (i) Owner's Associa Ɵon. Seller shall within 10 or days following the Date of Agreement provide Buyer with a statement and transfer package from any owner's associaƟon servicing the Property. Such transfer package shall at a minimum include: copies of the associa Ɵon's bylaws, arƟcles of incorporaƟon, current budget and ﬁnancial statement.B u y er has 10 days from the receipt of such documents to saƟsfy itself with regard to the associaƟon. (j) Other Agreements. Seller shall within 10 or three (3) days following the Date of Agreement provide Buyer with legible copies of all other agreements ("Other Agreements") known to Seller that will aﬀect the Property aŌer Closing. Buyer ha s 3010 days from the receipt of said Other Date of Agreements to saƟsfy itself with regard to such Agreements.
(k) Financing. If paragrap h 5 hereof dealing with a ﬁnancing conƟngency has not been stricken, the saƟsfacƟon or waiver of such New Loan conƟngency. (l) ExisƟng Notes. If paragraph 3.1(c) has not been stricken, Seller shall within 10 or days following the Date of Agreement provide Buyer with legible copies of the ExisƟng Notes, ExisƟng Deeds of Trust and related agreements (collecƟvely, "Loan Documents") to which the Property will remain subject aŌer the Closing. Escrow Holder shall promptly request from the holders of the Exis Ɵng Notes a beneﬁciary statement ("Beneﬁciary Statement") conﬁrming: (1) the amount of the unpaid principal balance, the current interest rate, and t h ed a t eto which interest is paid, and (2) the nature and amount of any impounds held by the beneﬁciary in connecƟon with such loan. Buyer has 10 or days following the receipt of the Loan Documents and Bene ﬁciary Statements to saƟsfy itself with regard to such ﬁnancing. Buyer' s obligaƟon to close is condiƟoned upon Buyer being able to purchase the Property without acceleraƟon or change in the terms of any ExisƟng Notes or charges to Buyer except as otherwise provided in this Agreement or approved by Buyer, provided, however, Buyer shall pay the transfer fe e referred to in paragraph 3.2 hereof. Likewise if Seller is to carry back a Purchase Money Note then Seller shall within 10 or days following the Date of Agreement provide Buyer with a copy of the proposed Purchase Money Note and Purchase Money Deed of Trust. Buyer has 10 or days following the receipt of such documents to saƟsfy itself with regard to the form and content thereof. (m) Personal Property. In the event that any personal property is included in the Purchase Price, Buyer has 10 or thirty (30) days following the Date of Agreement to saƟsfy itself with regard to the Ɵtle condiƟon of such personal property. Selle r recommends that Buyer obtain aU CC1r e p o r t . A n ys u ch report shall be paid for by Buyer . Seller shall provide Buyer copies of any liens or encumbrances a ﬀecƟng such personal property that it is aware of within 10 or three (3) days following the Date of Agreement.
(n) DestrucƟon, Damage or Loss. Subsequen t to the Date of Agreement and prior to Closing there shall not have occurred ad e s t r u cƟon of, or damage or loss to, the Property or any porƟon thereof, from any cause whatsoever, which would cost more than $10,000.00 to repair or cure. If the cost of repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buye r shall have the opƟon, within 10 days aŌer receipt of wriƩen noƟce of a loss cosƟng more than $10,000.00 to repair or cure, to either terminate this Agreement or to purchase the Property notwithstanding such loss, but without deduc Ɵon or oﬀset against the Purchase Price. If the cos t to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this Agreement, Buyer shall be enƟtled to any insurance proceeds applicable to such loss. Unless otherwise no Ɵﬁed in wriƟng, Escrow Holder shall assume no such destruc Ɵon, damage or loss has occurred prio r to Closing.
(o) Material Change. Buyer shall have 10 days following receipt of wri Ʃen noƟce of a Material Change within which to sa Ɵsfy itself with regard to such $100,000
$100,000
$100,000
$100,000

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Attachment: 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Purchase and Sale Agreement (4981 : PROPERTY ACQUISITION - change. " Material Change"s h a l lm e an as u b s t a nƟal adverse change in the use, occupancy, tenants, Ɵtle, or condiƟon of the Property tha t occurs aŌer the date of this oﬀer and prior to the Closing. Unless otherwise no Ɵﬁed in wriƟng, Escrow Holder shall assume that no Material Change has occurred prior to the Closing. (p) Seller Performance. The delivery of all document s and the due performance by Seller of each and every undertaking and agreement to be performed by Seller under this Agreement.
(q) Brokerage Fee.P a y m e nt at the Closing of such brokerage fee as is speciﬁed in this Agreement or later wriƩen instrucƟons to Escrow Holder executed by Seller and Brokers ("Brokerage Fee"). It is agreed by the Par Ɵes and Escrow Holder that Brokers are a third party bene ﬁciary of this Agreement insofar as the Brokerage Fee is concerned, and that no change shall be made wit h respect to the payment of the Brokerage Fee speciﬁed in this Agreement, without the wriƩen consent of Brokers.

9.2 The conƟngencies speciﬁed in subparagraphs 9.1(a) through (m) are for the beneﬁt of, and may be waived by, Buyer, and are referred to collecƟvely as "Buyer's ConƟngencies" and individually as a " Buyer's ConƟngency."

9.3 Buyer' s Ɵmely and wriƩen disapproval or condiƟonal approval of a Buyer' s ConƟngency or any other maƩer that is subject to Buyer's approval in this Agreement shall consƟtute disapproval thereof ("Disapproved Item(s)"). Concurrent with no Ɵce of a Disapproved Item, Buyer may make a request to Seller regarding such Disapproved Item ("Buyer's Request"). If Buye r fails to make a Ɵmely and wriƩen Buyer's Request, then this Agreement shall terminate due to the nonsaƟsfacƟon and nonwaiver of a conƟngency. Seller may respond to a Buyer's Request with in 10 days following Seller's receipt thereof (" Seller's Response").

Seller's acceptance of a Buyer' s Request shall amend this Agreement accordingly. If Selle r fails to provide a Ɵmely and wriƩen Seller's Response, then Seller's Response shall be deemed to be a rejec Ɵon of Buyer's Request. Buyer may, within 10 days following the earlier of Buyer's receipt of a Seller's Response (which is not an acceptance of Buyer's Request) or the date of Seller' s deemed rejecƟon of a Buyer's Request ("Buyer's Reply Period"), reply to a Seller's Response ("Buyer's Reply") and elect to (i) terminate this Agreement due to the non saƟsfacƟon and nonwaiver of the applicable con Ɵngency, (ii) accept the Seller's Response in which event this Agreement shall be amended accordingly, or (iii) withdraw Buyer's Request and waive the Disapproved Item in which event Buyer shall accept the Property subject to the Disapproved Item. If Buyer fails to provide a Ɵmely and wriƩen Buyer's Reply, then Buyer shall be deemed to have elected to terminate this Agreement as of the end of the Buyer's Reply Period. The date Buye r accepts aS e l l e r 's Response or withdraws aB u y e r 's Request and waives aD i s a p p r o v ed Item shall be the date of Buyer's approval of the Disapproved Item. A Party shall provide to Escrow Holder copy of all no Ɵces of a Disapproved Item, Buyer's Request, Seller's Response and Buyer's Reply and Escrow Holder shall promptly provide copies thereof to the other Party. Unles s theP a rƟes in wriƟng agree otherwise, if the Expected Closing Date is a speciﬁc calendar date and a Buyer's Reply Period expires a Ōer such speciﬁc calendar date, then notwithstanding paragraph 1.1, the Expected Closing Date shall be extended to be 3 business days aŌer the earlier of the date Buyer withdraws aB u y e r 's Request and waives the applicable Disapproved Item or Buyer accepts the applicable Seller's Response.

9.4 The Par Ɵes acknowledge that extensive local, state and Federal legisla Ɵon establish broad liability upon owners and/or users of real property for the invesƟgaƟon and remediaƟon of Hazardous Substances. The determina Ɵon of the existence of a Hazardous Substance CondiƟon and the evaluaƟon of the impact of such a condiƟon are highly technical and beyond the exper Ɵse of Brokers. The Par Ɵes acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardou s Substances on the Property or adjoining properƟes, and Buyer and Seller are not relying upon any invesƟgaƟon by or statement of Brokers with respect thereto. The Par Ɵes hereby assume all responsibility for the impact of such Hazardous Substances upon their respecƟve interests herein.

10. Documents and Other Items Required at or Before Closing.

10.1 Five day s prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof to each of the ParƟes.

10.2 Seller shall deliver to Escrow Holder in Ɵme for delivery to Buyer at the Closing:
(a) Grant or general warranty deed, duly executed and in recordable form, conveying fee Ɵtle to the Property to Buyer . (b) If applicable , the Beneﬁciary Statements concerning ExisƟng Note(s). (c) If applicable, the Exis Ɵng Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer. The assignment of ExisƟng Leases shall be on the most recent Assignment and AssumpƟon of Lessor's Interest in Lease form published by the AIR or its equivalent. (d) An a ﬃdavit executed by Seller to the e ﬀect that Seller is not a "foreign person" within the meaning of Internal Revenue Code Sec Ɵon 1445 or successor statutes. If Selle r does not provide such aﬃdavit in form reasonably saƟsfactory to Buyer at least 3b u s i n e ss days prior to the Closing , Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Internal Revenue S ervice such sum as is required by applicable Federal law with respect to pu rchases from foreign sellers.
(e) If the Property is located in California, an a ﬃdavit executed by Seller to the eﬀect that Seller is not a ''nonresident" within the meaning of California Revenue and Tax Code SecƟon 18662 or successor statutes. If Selle r does not provide such aﬃdavit in form reasonably saƟsfactory to Buyer at least 3b u s i n e ss days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as is required by suc hs t a t u t e . (f) If applicable , a bill of sale, duly executed, conveying Ɵtle to any included personal property to Buyer . (g) If the Seller is a corpora Ɵon, a duly executed corporate resoluƟon authorizing the execuƟon of this Agreement and the sale of the Property.

10.3 Buye r shall deliver to Seller through Escrow:
(a) The cash por Ɵon of the Purchase Price and such addi Ɵonal sums as are required of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder in immediately collectable funds, no later than 2:00 P. M . on the business day prior to the Expected Closing Date provided, however, that Buyer shall not be required to deposit such monies into Escrow if at the Ɵme set for the deposit of such monies Seller is in default or has indicated that it will not perform any of its obligaƟons hereunder . Instead, in such circumstances in order to reserve its rights to proceed Buyer need only provide Escrow with evidence establishing that the required monies were available. (b) If a Purchase Money Note an d Purchase Money Deed of Trust are called for by this Agreement, the duly executed originals of those documents, the Purchase Money Deed of Trust being in recordable form, together with evidence of ﬁre insurance on the improvements in the amount of the full replacement cost naming Seller as am o r t g a g el o ss payee, and a real estate tax service contract (at Buyer's expense), assuring Seller of noƟce of the status of payment of real property taxes during the life of the Purchase Money Note.
(c) The Assignmen t and AssumpƟon of Lessor's Interest in Lease form speciﬁed in paragraph 10.2(c) above, duly executed by Buyer . (d) Assump Ɵons duly executed by Buyer of the obliga Ɵons of Seller that accrue a Ōer Closing under any Other Agreements. (e) If applicable , aw r iƩen assumpƟon duly executed by Buyer of the loan documents with respect to ExisƟng Notes. (f) If the Buyer is a corpora Ɵon, a duly executed corporate resoluƟon authorizing the execuƟon of this Agreement and the purchase of the Property.

10.4 At Closing, Escrow Holder shall cause to be issued to Buyer as t a n d a rd coverage (or ALTA extended, if elected pursuant to 9.1(g)) owner's form policy of Ɵtle insurance eﬀecƟve as of the Closing, issued by the Title Company in the full amount of the Purchase Price, insuring Ɵtle to the Property vested in Buyer, subject only to the excepƟons approved by Buyer . In the event there is aP u r c h a s eM o n e y D e ed of Trust in this transacƟon, the policy of Ɵtle insurance shall be a join t protecƟon policy insuring both Buyer and Seller.

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Attachment: 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Purchase and Sale Agreement (4981 : PROPERTY ACQUISITION - IMPORTANT: IN AP U R C H A S EOR EXCHANGE OF REAL PROPERTY , IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHIC H AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.

11. Prora Ɵons and Adjustments.

11.1 Taxes. Applicable real property taxe s and special assessment bonds shall be prorated through Escrow as of the date of the Closing , based upon the latest tax bill available. The Par Ɵes agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prio r to the Closing. Paymen t of the prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill.

11.2 Insurance. WARNING: Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised to obtain appropriate insurance t o cover the Property.

11.3 Rentals, Interest and Expenses. Scheduled rentals, interest on Exis Ɵng Notes, uƟliƟes, and operaƟng expenses shall be prorated as of the date of Closing.

The ParƟes agree to promptly adjust between themselves outside of Escrow any rents received aŌer the Closing.

11.4 Security Deposit. Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing.

11.5 Post Closing MaƩers.A n y i t e m to be prorated that is not determined or determinable at the Closing shall be promptly adjuste d by the ParƟes by appropriate cash payment outside of the Escrow when the amount due is determined.

11.6 VariaƟons in ExisƟng Note Balances.I n the event that Buyer is purchasing the Property subject to an ExisƟng Deed of Trust(s), and in the event that a Beneﬁciary Statement as to the applicable ExisƟng Note(s) discloses that the unpaid principal balance of such Exis Ɵng Note(s) at the closing will be more or less than the amount set forth in paragraph 3.1(c) hereof ("ExisƟng Note VariaƟon"), then the Purchase Money Note(s) shall be reduced or increased by an amount equal to such ExisƟng Note VariaƟon. If there is to be no Purchase Money Note, the cash required at the Closing per paragraph 3.1(a) shall be reduced or increased by the amount of such ExisƟng Note VariaƟon.

11.7 VariaƟons in New Loan Balance . In the event Buyer is obtaining a New Loan and the amount ul Ɵmately obtained exceeds the amount set forth in paragraph 5.1, then the amount of the Purchase Money Note , if any, shall be reduced by the amount of such excess.

11.8 Owner's Associa Ɵon Fees. Escrow Holder shall: (i) bring Seller's account with the associa Ɵon current and pay any delinquencies or transfer fees from Seller's proceeds, and (ii) pay any up front fees required by the associaƟon from Buyer's funds.

12. Representa Ɵons and WarranƟes of Seller and Disclaimers.

12.1 Seller' s warranƟes and representaƟons shall survive the Closing and delivery of the deed for ap e r i od of 3 years, and any lawsuit or acƟon based upon them must be commenced within such Ɵme period. Seller' s warranƟes and representaƟons are true, material and relied upon by Buyer and Brokers in all respects.S e l l er hereby makes the following warranƟes and representaƟons to Buyer and Brokers:
(a) Authority of Seller.S e l l er is the owner of the Property and/or has the full right, power and authority to sell, convey and transfer the Property to Buyer as provided herein, and to perform Seller's obliga Ɵons hereunder. (b) Maintenance During Escrow and Equipment CondiƟon At Closing.E x c e pt as otherwise provided in paragraph 9.1(n) hereof, Seller shall maintain the Property unƟl the Closing in its present condi Ɵon, ordinary wear and tear excepted. (c) Hazardous Substances/Storage Tanks.S e l l er has no knowledge, except as otherwise disclosed to Buyer in wriƟng, of the existence or prior existence on the Property of any Hazardous Substance, nor of the existence or prior existence of any above or below ground storage tank. (d) Compliance.E x c e pt as otherwise disclosed in wriƟng, Seller has no knowledge of any aspec t or condiƟon of the Property which violates applicable laws, rules, regulaƟons, codes or covenants, condiƟons or restricƟons, or of improvements or alteraƟons made to the Property without a permit where one was required, or of any unfulﬁlled order or direcƟve of any applicable governmental agency or casualty insurance company requiring any invesƟgaƟon, remediaƟon, repair, maintenance or improvement be performed on the Property. (e) Changes in Agreements.P r i or to the Closing, Seller will not violate or modify any ExisƟng Lease or Other Agreement, or create any new leases or other agreements aﬀecƟng the Property, without Buyer's wriƩen approval, which approval will not be unreasonably withheld. (f) Possessory Rights. Selle r has no knowledge that anyone will, at the Closing, have any right to possession of the Property, except as disclosed by this Agreement or otherwise in wri Ɵng to Buyer .
(g) Mechanics' Liens.T h e r e a r e no unsaƟsﬁed mechanics' or materialmens' lien rights concerning the Property. (h) AcƟons, Suits or Proceedings. Seller has no knowledge of any ac Ɵons, suits or proceedings pending or threatened before any commission, board, bureau, agency, arbitrator, court or tribunal that would aﬀect the Property or the right to occupy or uƟlize same. (i) NoƟce of Changes. Seller will promptly no Ɵfy Buyer and Brokers in wriƟng of any Material Change (see paragraph 9.1(o)) a ﬀecƟng the Property that becomes known to Seller prior to the Closing.
(j) No Tenant Bankruptcy Proceedings.S e l l e r h a s n o n oƟce or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency proceeding.
(k) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy, insolvency or probate proceeding. (l) Personal Property.S e l l er has no knowledge that anyone will, at the Closing, have any right to possession of any personal property include d in the Purchase Price nor knowledge of any liens or encumbrances a ﬀecƟng such personal property, except as disclosed by this Agreement or otherwise in wri Ɵng to Buyer .

12.2 Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in its exisƟng condiƟon and will, by the Ɵme called for herein, make or have waived all inspec Ɵons of the Property Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Property. The Par Ɵes acknowledge that, except as otherwise stated in this Agreement, no representaƟons, inducements, promises, agreements, assurances, oral or wriƩen, concerning the Property, or any aspect of the occupa Ɵonal safety and health laws, Hazardous Substance laws, or any other act, ordinance or law, have been made by either Party or Brokers,o r relied upon by either Party hereto.

12.3 In the event that Buyer learns that a Seller representa Ɵon or warranty might be untrue prior to the Closing, and Buyer elects to purchase the Property anyway then, and in that event, Buyer waives any right that it may have to bring an acƟon or proceeding against Seller or Brokers regarding said representaƟon or warranty.

12.4 Any environmental reports, soils reports, surveys, and other similar documents which were prepared by third party consultants and provided to Buyer by Seller or Seller's representaƟves, have been delivered as an accommoda Ɵon to Buyer and without any representaƟon or warranty as to the su ﬃciency, accuracy, completeness, and/or validity of said documents, all of which Buyer relies on at its own risk. Selle r believes said documents to be accurate, but Buyer is advised to retain appropriate consultants to review said documents and invesƟgate the Property.

13. Possession.

Possession of the Property shall be given to Buyer at the Closing subject to the rights of tenants under Exis Ɵng Leases. the period set forth in the Addendum.
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Attachment: 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Purchase and Sale Agreement (4981 : PROPERTY ACQUISITION -

14. Buyer's Entry.

At any Ɵme during the Escrow period, Buyer, and its agents and representa Ɵves, shall have the right at reasonable Ɵmes and subject to rights of tenants, to enter upon the Property for the purpose of making inspecƟons and tests speciﬁed in this Agreement. N o destrucƟve tesƟng shall be conducted, however, without Seller's prior approval which shall not be unreasonably withheld. Following any such entry or work, unless otherwise directed in wri Ɵng by Seller, Buyer shall return the Property t o the condiƟon it was in prior to such entry or work, including the recompacƟon or removal of any disrupted soil or material as Seller may reasonably direct. All suc h inspecƟons and tests and any other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabiliƟes, losses, expenses (including reasonable aƩorneys' fees), damages, including those for injury to person or property, arising out of or rela Ɵng to any such work or materials or the acts or omissions of Buyer, its agents or employees in connecƟon therewith.

15. Further Documents and Assurances .

The ParƟes shall each, diligently and in good faith, undertake all acƟons and procedures reasonably required to place the Escrow in condiƟon for Closing as and when required by this Agreement. The Par Ɵes agree to provide all further informa Ɵon, and to execute and deliver all further documents, reasonably required by Escrow Holder or the Title Company.

16. A Ʃorneys' Fees.

If any Party or Broker brings an acƟon or proceeding (including arbitraƟon) involving the Property whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereaŌer deﬁned) in any such proceeding, ac Ɵon, or appeal thereon, shall be en Ɵtled to reasonable aƩorneys' fees and costs. Such fees may be awarded in the same suit or recovered in as e p a r a t es u i t, whether or not such acƟon or proceeding is pursued to decision or judgment. The term "Prevailing Party" shall include, without limita Ɵon, a Party or Broker who substanƟally obtains or defeats the relief sought, as the case may be, whether by compromise, seƩlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The a Ʃorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all a Ʃorneys' fees reasonably incurred.

17. Prior Agreements/Amendments.

17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property.

17.2 Amendments to this Agreement are eﬀecƟve only if made i n wriƟng and executed by Buyer and Seller .

18. Broker's Rights.

18.1 If thi s sale is not consummated due to the default of either the Buyer or Seller, the defaulƟng Party shall be liable t o and shall pay to Brokers the Brokerage Fee that Brokers would have received had the sale been consummated.I f B u y er is the defaulƟng party, payment of said Brokerage Fee is in addiƟon to any obligaƟon with respect to liquidated or other damages.

18.2 Upon the Closing, Brokers are authorized to publicize the facts of this transacƟon.

19. No Ɵces.

19.1 Wheneve r any Party, Escrow Holder or Brokers herein shall desire to give or serve any noƟce, demand, request, approval, disapproval or other communicaƟon, each such communicaƟon shall be in wri Ɵng and shall be delivered personally, by messenger, or by mail, postage prepaid, to the address set forth in this agreement or by facsimile transmission, electronic signature, digital signature, or email.

19.2 Service of any such communica Ɵon shall be deemed made on the date of actual receipt if personally delivered, or transmi Ʃed by facsimile transmission, electronic signature, digital signature, or email. Any suc h communicaƟon sent by regular mail shall be deemed given 48 hours aŌer the same is mailed.

CommunicaƟons sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours a Ōer delivery of the same to the Postal Service or courier. If suc h communicaƟon is received on aS a t u r d a y, Sunday or legal holiday, it shall be deemed received on the next business day.

19.3 Any Party or Broker hereto may from Ɵme to Ɵme, by noƟce in wriƟng, designate a di ﬀerent address to which, or a diﬀerent person or addiƟonal persons to whom, all communicaƟons are thereaŌer to be made.

20. Dura Ɵon of Oﬀer.

20.1 If this oﬀer is not accepted by Seller on or before 5:00 P.M. according to the Ɵme standard applicable to the city of on the date o f , it shall be deemed automa Ɵcally revoked.

20.2 The acceptance of this oﬀer, or of any subsequent counteroﬀer hereto, that creates an agreement between the ParƟes as described in paragraph 1.2, shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed wriƟng uncondiƟonally accepƟng the last outstanding o ﬀer or counteroﬀer.

21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if ini Ɵaled by both ParƟes).

THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT , THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER O

F ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT , BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF . UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW

CANCELLATIO
N FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.

Buyer's IniƟals Seller's IniƟals

22. ARBITRATION OF DISPUTES. (This ArbitraƟon of Disputes paragraph is applicable only if ini Ɵaled by both ParƟes.)

22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF THE DEPOSI T SHALL BE DETERMINED BY BINDING ARBITRATION ADMINISTERED BY THE JUDICIAL ARBITRATION &M E D I A T I ON SERVICES, INC. ("JAMS") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES ("COMMERCIAL RULES"). ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED.

SUCH CONTROVERSY SHALL BE ARBITRATED BY A SINGLE ARBITRATOR, APPOINTED UNDER THE COMMERCIAL RULES WHO HAS HAD AT LEAST 5 YEARS OF EXPERIENCE IN THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT. THE ARBITRATOR SHALL HEAR AND DETERMINE SAID CONTROVERSY IN

ACCORDANCE WITH APPLICABLE LAW OF THE JURISDICTION WHERE THE PROPE RTY IS LOCATED, THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS

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Attachment: 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Purchase and Sale Agreement (4981 : PROPERTY ACQUISITION - AGREEMENT AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING. PREARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE ARBITRATOR SHALL RENDER AN AWARD WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, WHICH MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF AND SHALL BE ACCOMPANIED BY A REASONED OPINION. THE FAILURE OR REFUSAL OF A PARTY TO PAY SUCH PARTY'S REQUIRED SHARE O

F THE DEPOSITS FOR ARBITRATOR COMPENSATION OR ADMINISTRATIVE CHARGES SHALL CONSTITUTE A WAIVER BY SUCH PARTY TO PRESENT EVIDENCE OR CROSSEXAMINE WITNESSES, BUT SUCH WAIVER SHALL NOT ALLOW FOR A DEFAULT JUDGMENT AGAINST THE NON PAYING PARTY IN THE ABSENCE OF EVIDENCE AND LEGAL ARGUMENT AS THE ARBITRATOR MAY REQUIRE FOR MAKING AN AWARD. JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.

22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURTO F COMPETENT JURISDICTION BY THE

BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARB ITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A BA R AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.

22.3 NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LA W AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL
, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION O F DISPUTES" PROVISION. IF YO U REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMEN T TO THIS ARBITRATION PROVISION IS VOLUNTARY .

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES A RISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION.

Buyer's IniƟals Seller's IniƟals

23. Miscellaneous.

23.1 Binding Eﬀect.T h is Agreement shall be binding on the ParƟes without regard to whether or notp a r a g r a p hs 21 and 22 are iniƟaled by both of the ParƟes.

Paragraphs 21 and 22 are each incorporated into this Agreement only if ini Ɵaled by both ParƟes at the Ɵme that the Agreement is executed. Signatures to this Agreement accomplished by means of electronic signature or similar technology shall be legal and binding.

23.2 Applicable Law. This Agreement shall be governed by, and paragraph 22.3 is amended to refer to, the laws of the state in which the Property is located.

Any liƟgaƟon or arbitraƟon between the ParƟes hereto concerning this Agreement shall be iniƟated in the county in which the Property is located.

23.3 Time of Essence. Time is of the essence of this Agreement.

23.4 Counterparts.T h is Agreement may be executed by Buyer and Seller in counterparts, each of which shall be deemed an original, and all of which together shall consƟtute one and the same instrument. Escrow Holder , a Ōer verifying that the counterparts are iden Ɵcal except for the signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts, which shall then consƟtute the Agreement.

23.5 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

23.6 Conﬂict.A n y c o nﬂict between the printed provisions of this Agreement and the typewri Ʃen or handwriƩen provisions shall be controlled by the typewriƩen or handwriƩen provisions. Seller and Buyer must iniƟal any and all handwriƩen provisions.

23.7 1031 Exchange. Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to par Ɵcipate in a 1031 exchange. Any party iniƟaƟng an exchange shall bear all costs of such exchange. The coopera Ɵng Party shall not have any liability (special o r otherwise) for damages to the exchanging Party in the event that the sale is delayed and/or that the sale otherwise fails to qualify as a 1031 exchange.

23.8 Days.U n l e ss otherwise speci ﬁcally indicated to the contrary, the word "days" as used in this Agreement shall mean and refer to calendar days.

24. Disclosures Regarding The Nature of a Real Estate Agency Rela Ɵonship.

24.1 The Par Ɵes and Brokers agree that their relaƟonship(s) shall be governed by the principles set forth in the applicable secƟons of the California Civil Code , as summarized in paragraph 24.2.

24.2 When entering into a discussion with ar e a le s t a t e a g e nt regarding ar e a le s t a t e t r a n s a cƟon, aB u y er or Seller should from the outset understand what type of agency relaƟonship or representaƟon it has with the agent or agents in the transac Ɵon. Buyer and Seller acknowledge being advised by the Brokers in this transacƟon, as follows:
(a) Seller's Agent. A Seller's agent under a lis Ɵng agreement with the Seller acts as the agent for the Seller only. A Seller's agent or subagent has the following aﬃrmaƟve obligaƟons: (1) To the Seller: A ﬁduciary duty of utmos t care, integrity, honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the agent's du Ɵes. b. A duty of honest and fair dealing and good faith. c. A duty to disclos e all facts known to the agent materially aﬀecƟng the value or desirability of the property that are not known to, or within the diligent aƩenƟon and observaƟon of, the ParƟes. An agent is not obligated to reveal to either Party any con ﬁdenƟal informaƟon obtained from the other Party which does not involve the a ﬃrmaƟve duƟes set forth above.
(b) Buyer's Agent. A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situa Ɵons, the agent is not the Seller's agent, even if by agreement the agent may receive compensaƟon for services rendered, either in full or in part from the Seller. A n agent acƟng only for aB u y er has the following aﬃrmaƟve obligaƟons. (1) To the Buyer: A ﬁduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer . (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the agent's duƟes. b. A duty of hones t and fair dealing and good faith. c. A duty t o disclose all facts known to the agent materially a ﬀecƟng the value or desirability of the property that are not known to, or within the diligent a ƩenƟon and observaƟon of, the ParƟes. A n agent is not obligated to reveal to either Party any conﬁdenƟal informaƟon obtained from the other Party which does not involve the aﬃrmaƟve duƟes set forth above.
(c) Agent RepresenƟng Both Seller and Buyer. A real estate agent , either acƟng directly or through one or more associate licensees, can legally be the agent of both the Seller and the Buyer in a transac Ɵon, but only with the knowledge and consent of both the Seller and the Buyer . (1) In a dual agency situa Ɵon, the agent has the following aﬃrmaƟve obligaƟons to both the Seller and the Buyer: a. A ﬁduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Seller or the Buyer. b. Other du Ɵes to the Seller and the Buyer as stated above in their respec Ɵve secƟons (a) or (b) of this paragraph 24.2. (2) In represen Ɵng both Seller and Buyer, the agent may not, without the express permission of the respecƟve Party, disclose to the other Party conﬁdenƟal informaƟon, including, but

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Attachment: 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Purchase and Sale Agreement (4981 : PROPERTY ACQUISITION - not limited to, facts relaƟng to either Buyer's or Seller's ﬁnancial posiƟon, moƟvaƟons, bargaining posiƟon, or other personal informaƟon that may impact price, including Seller's willingness to accept a price less than the lis Ɵ ng price or Buyer's willingness to pay a price greater than the price o ﬀered. (3) The above du Ɵes of the agent in ar e a l e s t a t et r a n s a cƟon do not relieve a Seller or Buyer from the responsibility t o protect their own interests. Buye r and Seller should carefully read all agreements to assure that they adequately express their understanding of the transac Ɵon. A real estate agent is a person quali ﬁed to advise about real estate. If legal or tax advice is desired, consult ac o m p e t e nt professional. Buye r has the duty to exercise reasonable care to protect Buyer, including as to those facts about the Property which are known to Buyer or within Buyer's diligent a ƩenƟon and observaƟon. Both Seller and Buyer should strongl y consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transacƟon can be complex and subject to change. (d) Further Disclosures. Throughout this transac

Ɵ
on Buyer and Seller may receive more than one disclosure, depending upon the number of agents assisƟng in the transacƟon. Buye r and Seller should each read its contents each Ɵme it is presented, considering the relaƟonship between them and the real estate agent in this transacƟon and that disclosure. Buyer and Seller each acknowledge receipt of a disclosure of the possibility of mul Ɵple representaƟon by the Broker represenƟng that principal. Thi s disclosure may be part of a lisƟng agreement, buyer representaƟon agreement or separate document. Buye r understands that Broker represenƟng Buyer may also represent other poten Ɵal buyers, who may consider, make oﬀers on or ul Ɵmately acquire the Property. Seller understands that Broker represen Ɵ ng Seller may also represent other sellers with compe Ɵ ng properƟes that may be of interest to this Buyer . Brokers have no responsibility with respect to any default or breach hereof by either Party. The Par Ɵes agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relaƟng to this transacƟon may be brought against Broker more than one year aŌer the Date of Agreement and that the liability (including court costs and aƩorneys' fees), of any Broker with respect to any breach of duty, error or omission rela Ɵng to this Agreement shall not exceed the fee received by such Broker pursuant to this Agreement; provided, however, that the foregoing limitaƟon on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker .

24.3 ConﬁdenƟal InformaƟon.B u y er and Seller agree to idenƟfy to Brokers as "Conﬁden Ɵ al" any communicaƟon or informaƟon given Brokers that is considered by such Party to be conﬁdenƟal.

25. ConstrucƟon of Agreement. In construing this Agreement, all headings and Ɵtles are for the convenience of the Par Ɵes only and shall not be considered ap a rt of this Agreement. Whenever required by the context, the singular shall include the plural and vice versa. This Agreement shall not be construed as if p repared by one of the ParƟes, but rather according to its fair meaning as aw h o l e, as if both ParƟes had prepared it.

26. Addi Ɵonal Provisions.

AddiƟonal provisions of this o

ﬀ
er, if any, are as follows or are aƩached hereto by an addendum or addenda consis Ɵng of paragraphs through . (If there are no addi Ɵonal provisions write "NONE".) ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY , LEGAL EFFECT , OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY , THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE.

WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS O F THE STATE IN WHICH THE PROPERTY IS LOCATED.

NOTE:

1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY.

2. IF EITHER PARTY IS A CORPORATION, IT IS RECOMMENDED T HAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS.

The undersigned Buyer oﬀers and agrees to buy the Property on the terms and condiƟons stated and acknowledges receipt of a copy hereof.

BROKER
D

CG Strategies, Inc.

AƩn: Landis Graden
Title: Senior Vice President
Address: 4085 Campbell Avenue, Suite 150,
Menlo Park, CA 94025
Phone: 650.480.2235
Fax:

Email:

Federal ID No.:

Broker DRE License #:

Agent DRE License #:

Date:

BUYER
City of Fremont
By:

Name Printed:

Title:

Phone:

Fax:

Email:

By:

Name Printed:

Title:

Phone:

Fax:

Approved as to form:

City Attorney
Attest:
_______________
City Clerk

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Attachment: 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Purchase and Sale Agreement (4981 : PROPERTY ACQUISITION - Email:

Address:

Federal ID No.:

27. Acceptance.

27.1 Seller accepts the foregoing o ﬀer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and condi Ɵons therein speciﬁed.

27.2 In consideraƟon of real estate brokerage service rendered by Brokers, Seller agrees to pay Brokers a real estate Brokerage Fee in a sum equal to % of the Purchase Price to be divided between the Brokers as follows: Seller's Broker % and Buyer's Broker %. This Agreement shall serve as an irrevocable instrucƟon to Escrow Holder to pay such Brokerage Fee to Brokers out of the proceeds accruing to the account of Seller at the Closing as per separate agreement .

27.3 Selle r acknowledges receipt of a copy hereof an d authorizes Brokers to deliver as i g n ed copy to Buyer .

NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT.

BROKER
Jones Lang LaSalle, Inc.

AƩn: Sofi Choi
Title:

Address:

Phone:

Fax:

Email:

Federal ID No.:

Broker DRE License #:

Agent's DRE License #: 01445024
Date:

SELLER
By:

Name Printed: Marilyn Jayne Gordon
Title: Trustee of the Robert B. Gordon and
Marilyn J. Gordon Declaration of Trust
dated January 31, 1996
Phone: (480)419-4219 (H); (480)652-8611 (C)
Fax:

Email: [email protected]
By:

Name Printed: Shirley Ann Abreu
Title: Trustee of the Abreu Living Trust dated
November 3, 1988
Phone: (510)797-1849
Fax:

Email: [email protected]
Address:

Federal ID No.:

B
y:

Name Printed: Gregory Krause
Title:C o-Trustees of the Bishop 2001 Living Trust
Phone:( 4 15)706-2332
Fax:

Email:: [email protected]
By:

Name Printed: Eu gene Roeben
Title:C o-trustee of the Bishop 2001 Living Trust
Phone:( 5 59)688-1030
Fax:

Email: [email protected]
AIR CRE * h Ʃps://www.aircre.com * 213 6878777 * [email protected] NOTICE: No part of these works may be reproduced in any form without permission in wriƟng.

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Attachment: 2023.08.15 - Staff Report re 39180 Liberty Street Acquisition Purchase and Sale Agreement (4981 : PROPERTY ACQUISITION -

4878-5375-5508 v5

ADDENDUM TO STANDARD OFFER, AGREEMENT AND ESCROW

INSTRUCTIONS FOR PURCHASE OF REAL ESTATE

THIS ADDENDUM dated as of July __, 2023 (this “ Addendum”), hereby supplements and amends that certain Standard Offer, Agreement and Escrow Instructions For Purchase of Real Estate (the “Form Agreement”) between the City of Fremont, a municipal corporation (“Buyer”), and Marilyn Jayne Gordon, as Trustee of the Robert B. Gordon and Marilyn J. Gordon Declaration of Trust dated January 31, 1996, Shirley Ann Abreu as Trustee of the Abreu Living Trust dated November 3, 1988, and Gregory Krause and Eugene Roeben as co -trustees of the Bishop 2001 Living Trust (“Seller”), covering that certain property located at 39180 Lib erty Street, Fremont, CA 94538 (the Form Agreement, as supplemented and amended by this Addendum, is referred to herein and in the Form Agreement as the "Agreement"). To the extent there is any inconsistency between the terms of this Addendum and the term s of the Form Agreement, the terms of this Addendum shall supersede and control in all respects.

28. Property. In addition to the items described in Section 2 of the Form Agreement, the Property specifically includes all of Seller’s right, title and interest in: (i) all rights, privileges and easements appurtenant to the real property described in Section 2.1 of the Form Agreement (the “Real Property”), which Real Property is more fully described on Exhibit A attached hereto, including without limitation interest in any development rights, entitlements, air rights, water, water rights and water stock relating to the Real Property; (ii) any and all intangible property (the “Intangible Property ”) arising out of or in connection with the ownership or operation of the Real Property, including all licenses, permits, approvals, certificates of occupancy and franchises issued by federal, state or local municipal authorities relating to the use, maintenance, occupancy or operation of the Real Property; (iii) all tangible personal property (the “ Personal Property”) located in, on, arising out of or in connection with the ownership or operation of the Real Property, including all equipment and machinery, but excluding personal property owned by tenants of the Real Property.

29. The following sentence is added to the end of Section 8.5 of the Form Agreement:

No recording fees or documentary transfer tax shall be due because Buyer is a public entity.

30. Due Diligence; Inspections.

At any time during Buyer’s 30-day inspection period set forth in Paragraph 9.1(a) through (e), 9.1(g),

9.1(h), 9.1(j), and 9.1(m) of the Form Agreement , as these periods may be extended pursuant to Section 30.f (the “ Contingency Period ”), Buyer, its agents and representatives (“ Buyer’s Representatives”), shall have the right at reasonable times and subject to rights of tenants, to enter upon the Property for the purpose of making non -intrusive inspections and tests specified in this agreement, pursuant to this Paragraph. No invasive or destructive tes ting shall be conducted, however, without Seller’s prior approval , which shall not be unreasonably withheld . Buyer shall pay all costs arising from any inspections of the Property and shall provide Seller with no less than forty eight (48) hour’s notice pr ior to entering the Property, and Seller shall have the right to have a representative present. Prior to any access of the Property by Buyer or any of Buyer’s Representatives, Buyer shall provide Seller with a certificate of insurance from Buyer and Buyer ’s Representatives accessing the Property or performing inspections (from an insurance carrier reasonably acceptable to Seller) evidencing the existence of (i) commercial general liability insurance, in an amount not less than $2,000,000 combined limits for any injuries, deaths or property damage sustained as a result of any one accident or occurrence, (ii) worker’s compensation insurance at statutory limits, and (iii) employer’s liability insurance in an amount not less than $1,000,000 for each accident, d isease per employee and disease policy limit. The commercial general liability insurance shall name Seller and any other designees as additional insured.

Additionally, Buyer, on behalf of Buyer and Buyer’s Representatives, hereby waives any claims against the Seller and Seller’s officers, members, directors, partners, employees, agents, contractors, and affiliates (collectively, “ Seller Parties ”), and their respective partners, members, officers, directors, employees, contractors, asset managers, agents, attorneys, beneficiaries, predecessors, successors and assigns for any injury to persons or damage to property arising out of any inspections, including, without limitation, any damage to the tools and equipment of Buyer or Buyer’s Representatives, all of which shall be brought onto the Property at the sole risk and

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4878-5375-5508 v5
responsibility of Buyer and Buyer’s Representatives; provided, however, the foregoing shall not apply to the extent of claims arising from the negligence or willful misconduct of Seller or the Seller Parties.

Buyer shall, at its cost and expense, comply with all applicable federal, state and local laws, rules, statutes, regulations, ordinances or policies in conducting any inspections. Buyer shall permit Seller’s consultants, agents, engineers, inspectors, contractors or employees to accompany Buyer and Buyer’s Representatives during all such inspections.

a. If Buyer fails to notify Seller and Escrow Holder of its approval or disapproval of the matters set forth in Section 9.1 (a) through ( e ), (g), (h), (j) and (m) prior to the expiration of the Contingency Period (an “Approval Notice” or “Disapproval Notice,” respectively), Seller shall provide notice to Buyer of its failure to provide an Approval Notice or Disapproval Notice, and Buyer shall have two (2) business days from receipt of Seller’s notice to provide an Approval Notice or Disapproval Notice to Seller and Escrow Holder. If Buyer provides a Disapproval Notice prior to the expiration of the Contingency Period or within the time set forth in the preceding sentence, or fails to timely respond to Seller’s notice described in the preceding sentence (which shall be deemed B uyer’s disapproval of the Property), such disapproval shall act to terminate this Agreement and the Escrow created pursuant hereto, in which event Buyer and Seller hereby direct Escrow Holder to pay the Deposit (together with accrued interest thereon) to Buyer and this Agreement shall have no further force and effect (except for any provision hereof expressly providing that the provision survives termination hereof), and Buyer and Seller shall have no liability or obligation hereunder whatsoever, except as otherwise expressly provided for herein. Buyer shall also have the right, on or before the expiration of the Contingency Period, to request in writing that Seller cure, to Buyer’s reasonable satisfaction prior to the Close of Escrow, any condition related to the Property to which Buyer objects, and in the event that Seller notifies Buyer in writing that Seller is unable or unwilling to cure any such disapproved condition, Buyer shall have five (5) days after receipt of Seller’s notice to either waive Buyer’s prior objection to the disapproved condition or terminate this Agreement. If, prior to the expiration of the Contingency Period, Buyer delivers an Approval Notice to Seller and Escrow Holder, such approval shall satisfy this condition and the Deposit shall be nonrefundable to Buyer.
b. 9.1(f) of the Form Agreement is deleted and replaced with the following:
“Escrow Holder shall cause a current commitment for title insurance or preliminary report (" Title Commitment") concerning the Property issued by the Title Company, as well as legible copies of all documents referred to in the Title Commitment (" Underlying Documents "), and a scaled and dimensioned plot showing the location of any easements to be delivered to Buyer within five (5) days following the Date of Agreement. Buyer has ten (10) days from the Date of Agreement or receipt of the Title Commitment, the Underlying Documents and the plot plan, whichever is later ( “Title Approval Date”), to give Seller and Escrow Holder written notice (“Buyer’s Title Notice”) of Buyer’s approval, disapproval or conditional approval of any matters shown on the Title Commitment. If Buyer does not timely provide Buyer’s Title Notice, Seller shall provide notice to Buyer of its failure to provide Buyer’s Title Notice and Buyer shall have two (2) business days from receipt of Seller’s notice to provide Buyer’s Title Notice. If Buyer fails to timely respond to Seller’s notice (which shall be deemed Buyer’s disapproval of the condition of title of the Property), such disapproval shall act to terminate this Agreement. If Buyer’s Title Notice disapproves or conditionally approves any matter of title shown in the Title Commitment, Seller shall give Buyer written notice (“Seller’s Title Notice”) not later five (5) days after Seller’s receipt of Buyer’s Title Notice of those disapproved or conditionally approved title matters, if any, which Seller agrees to either eliminate from the Title Commitment as exceptions to title to the Property or to ameliorate to Buyer’s satisfaction by the Closing Date. If Seller does not elect to eliminate or ameliorate to Buyer’s satisfaction any disapproved or conditionally approved title matters, or if Buyer disapproves of Seller’s Title Notice, or if Seller is unable to eliminate or ameliorate to B uyer’s satisfaction all such disapproved matters prior to the Closing Date, then Buyer shall elect by written notice to Seller and Escrow Holder on or before the date which is two (2) business days after Buyer’s receipt of Seller’s Title Notice, to: (1) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (2) terminate this Agreement and the Escrow created pursuant hereto, in which event, Escrow Holder shall disburse the then amount of the Deposit together with a ny interest accrued thereon (less the $100 independent consideration) to Buyer. At Closing, title to the Property shall be conveyed to Buyer by

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Seller subject only to the following matters: (i) a lien to secure payment of real estate taxes and assessments, not delinquent; (ii) the lien of supplemental real estate taxes; and (iii) all exceptions that are disclosed in the Title Commitment which are approved by Buyer in writing in accordance with this Agreement. The disapproval by Buyer of any monetary encum brance, which by the terms of this Agreement is not to remain against the Property after the Closing, shall not be considered a failure of this contingency, as Seller shall have the obligation, at Seller's expense, to satisfy and remove such disapproved monetary encumbrance at or before the Closing.” c. Buyer shall indemnify, defend with counsel reasonably acceptable to Seller and hold Seller harmless from all claims (including claims of liens for work or labor performed or materials or supplies furnished), demands, liabilities, losses, damages, costs, fees and expenses, including Seller’s reasonable attorneys’ fees, costs and expenses, incurred by Seller .and arising out of the acts or activities of Buyer or Buyer’s Representatives in, on or about the Proper ty or arising in connection with any inspections performed under this Agreement, or otherwise from the exercise by Buyer or Buyer’s Representatives of the right of access under this Agreement. Without limiting the generality of the foregoing, Buyer shall p romptly repair, at its sole cost and expense, any damage to the Property to the extent directly caused by any inspection or entry in, on or around the Property, provided, however, Seller shall have the right to supervise any such repair. Notwithstanding anything contained in this Agreement, in no event shall Buyer be liable for, and no indemnification obligation of Buyer contained in this Agreement shall apply to any claims, losses, injuries, damages, liabilities, liens, costs or expenses to the extent arising out of (i) pre-existing conditions, (ii) the mere discovery of adverse matters by Buyer or Buyer’s Representatives, and/or (iii) the fraud, negligence or willful misconduct of Seller or any of the Seller Parties. Buyer’s obligations under this Paragra ph shall survive the Closing or the earlier termination of this Agreement. d. Buyer acknowledges that Seller has provided Buyer with copies of certain due diligence documents in Seller’s possession and control by way of a Box link (collectively, the " Property Documents"), which Property Documents are more fully described on Exhibit B attached hereto . Except as expressly stated herein, Seller makes no representation or warranty as to the truth or accuracy of any materials, data or information contained in any opinions, reports, documents, or data generated by any third party ("Third Party Materials") and delivered by Seller to Buyer in connection with the transaction contemplated hereby. Buyer acknowledges and agrees that all such Third Party Materials delivered by Seller to Buyer in connection with the transaction contemplated hereby are provided to Buyer as a convenience only and that any reliance on or use of such Third Party Materials by Buyer shall be at the sole risk of Buyer, except as otherwise expressly stated herein. Without limiting the generality of the foregoing provisions, Buyer acknowledges and agrees that (a) any environmental or other Third Party Materials with respect to the Property which are delivered by Seller to Buyer shall be for general informational purposes only, (b) Buyer shall not have any right to rely on any such Third Party Materials delivered by Seller to Buyer, but rather will rely on its own inspections and investigations of the Property and any reports commissioned by Buyer with respect thereto, and (c) neither Seller, any affiliate of Seller nor the person or entity which prepared any such Third Party Materials delivered by Seller to Buyer shall have any liability to Buyer for any inaccuracy in or omission from any Third Party Materials.
e. Buyer shall have the right to extend the Contingency Period for a period of fifteen (15) days if Buyer discovers a Major Defect (as defined below) during the performance of its inspections or if its Phase 1 environmental report documents a recognized environmental condition (“ REC”) and recommends further testing to evaluate such REC. As used herein, “Major Defect” means a defect in the physical condition of the Building or any building component or system which is reasonably expected to cost more than fifty thousand dollars ($50,000) to repair. If Buyer wishes to extend the Contingency Period pursuant to the foregoing, Buyer must deliver written notice of such extension on or prior to expiration of the Contingency Period.
f. If Closing occurs, Buyer shall be entitled to a credit in the amount of Forty Thousand Dollars ($40,000.00) (the “ Credit”) which may be applied toward the out of pocket costs and expenses of Buyer’s diligence and inspection costs, including without limitation its Phase 1 report, as evidenced by invoices submitted to Escrow. Any remaining balance of such Credit shall be applied toward the

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commission due to Buyer’s Broker, if and only if, Closing occurs. If Closing does not occur, Buyer shall not be entitled to any Credit.

31. AS-IS SALE. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH 12 OF THE FORM AGREEMENT, SELLER HAS NOT MADE ANY REPRESENTATIONS,

WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUAR ANTEES OF ANY KIND OR

CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST,

PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE,

QUALITY OR CONDITION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, AND ANY IMPROVEMENTS THEREON; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USE S WHICH BUYER MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE

PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (G) THE COST TO DEVELOP THE PROPERTY; (H) COMPLIANCE WITH ANY LAWS, RULES, ORDINANCES OR

REGULATIONS OF ANY APPLICABLE GOVER NMENTAL AUTHORITY OR BODY, INCLUDING

WITHOUT LIMITATION ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS,

RULES, REGULATIONS, ORDERS OR REQUIREMENTS, OR THE DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTY, OF ANY HAZARDOUS SUBSTANCES OR MATERIALS ; OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY . BUYER FURTHER ACKNOWLEDGES AND AGREES

THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, BUYER IS RELYING

SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION

PROVIDED OR TO BE PROVIDED BY SELLER AND AGREES THAT ANY INFORMATION PROVIDED

OR TO BE PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY, WAS

OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT

INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH 12 OF THE FORM AGREEMENT MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMA TION. SELLER IS NOT LIABLE OR BOUND IN

ANY MANNER BY ANY OR AL OR WRITTEN STATEM ENTS, REPRESENTATIONS OR INFO RMATION

PERTAINING TO THE PR OPERTY, OR THE OPERA TION THEREOF, FURNIS HED BY ANY REAL ESTATE BROKER, AGENT , EMPLOYEE OR OTHER REPRESENTATIVE. EXC EPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN PARAGRAPH 12 OF THE FORM

AGREEMENT, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS-IS” CONDITION AND BASIS WITH A LL FAULTS. ADDITIONALLY, PARAGRAPH 12.1 IS HEREBY AMENDED TO REPLACE 3 YEARS WITH EIGHTEEN (18) MONTHS.

a. Buyer hereby agrees that Seller and Seller Parties, and their respective partners, members, officers, directors, employees, contractors, asset managers, agents, attorneys, beneficiaries, predecessors, successors and assigns (collectively, the “ Released Parties”) shall be, and are hereby, fully and forever released and discharged from any and all liabilities, losses, claims (including third party claims), demands, damages (of any nature whatsoever), causes of action, costs, penalties, fines, judgments, attorneys’ fees, consultants’ fees and costs and experts’ fees (collectively, the “Claims”) with respect to any and all Claims, whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the Property, this Agreement or the transactions contemplated hereby. Buyer hereby waives and agrees not to commence any action, legal proceeding, cause of action or suits in law or equity, of whatever kind or nature, directly or indirectly, against the Released Parties or their agents in connection with Claims described above and expressly waives the provisions of Section 1542 of the California Civil Code which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT 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,

WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

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and all similar provisions or rules of law. Buyer elects to and does assume all risk for such Claims heretofore and hereafter arising, whether now known or unknown by Buyer. Seller has given Buyer material concessions regarding this transaction in exchan ge for Buyer agreeing to the provisions of this Section. Buyer has initialed this Section to further indicate its awareness and acceptance of each and every provision hereof. The provisions of this Section shall survive the Closing and shall not be deemed merged into any instrument or conveyance delivered at the Closing.

Buyer’s Initials: _________

Notwithstanding anything contained in this Agreement, in no event shall Buyer disclaim, waive or release Seller from any (i) fraud, gross negligence or wil lful misconduct, (ii) breach of an express representation, warranty or covenant which survives the closing or termination of this Agreement, or (iii) covenant or obligation contained in any document, agreement or instrument delivered by Seller at or through Closing.

b. When “Seller’s knowledge”, or comparable language is used in Paragraph 12 of the Form Agreement or in this Addendum, the same shall be deemed to refer to the knowledge of Jennifer Bishop-Krause (“Seller’s Representative ”), or matters of which Seller’s Representative should have knowledge after a reasonable inquiry; provided that so qualifying Seller’s knowledge shall in no event give rise to any personal liability on the part of Seller’s Representative, or any other partner, officer or employee of Seller, on account of any breach of any representation or warranty made by Seller herein. .

32. POST CLOSING LIABILI TY. SELLER SHALL HAVE NO LIABILITY FOR, BUYER AND ITS

SUCCESSORS AND ASSIGNS SHALL BE DEEMED TO HAVE WAIVED AND RELEASED SELLER FROM

AND AGAINST ANY AND ALL CLAIMS ARISING FROM ANY BREACH OR ALLEGED BREACH BY OR ON THE PART OF SELLER (COLLECTIVELY, “ BUYER’S POST-CLOSING CLAIMS”), UNLESS BUYER

HAS DELIVERED TO SELLER WRITTEN NOTICE TH AT BUYER IS SEEKING RECOURSE WITH RESPECT THERETO (THE “ RECOURSE NOTICE ”) AFTER THE CLOSE OF ESCROW BUT ON OR BEFORE THE DATE THAT IS TWELVE (12) MONTHS FOLLOWING THE CLOSE OF ESCROW AND BUYER HAS FILED SUIT WITH RESPECT THERETO ON OR BEFORE SUCH DATE. THE RECOURSE OF BUYER AND ITS SUCCESSORS OR ASSIGNS AGAINST SELLER WITH RESPECT TO BUYER’S

POST-CLOSING CLAIMS SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED FIVE HUNDRED THOUSAND ($ 500,000.00) IN THE AGGREGATE (PLUS ANY AWARD FOR PROFESSIONAL FEES),

PROVIDED HOWEVER, BUYER SHALL HAVE NO RIGHT TO FILE SUIT FOR RECOURSE WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS UNLESS AND UNTIL THE AGGREGATE AMOUNT OF SUCH RECOURSE EXCEEDS TWENTY THOUSAND DOLLARS ($20,000) (IN WHICH EVENT THE FULL AMOUNT OF SUCH CLAIMS SHALL BE ACTIONABLE). In no event shall Seller be liable to Buyer for any consequential, exemplary, punitive, or any other type of damages (other than dir ect damages) or for unrealized expectations or other similar claims in respect of any such claims, and in every case Buyer’s recovery for any claims shall be net of any insurance proceeds and any indemnity, contribution, or other similar payment recovered or recoverable by Buyer from any insurance company or other third party.

33. Natural Hazard Disclosure. Buyer and Seller acknowledge that Seller may be required to disclose if any of the Property lies within the following natural hazard areas or zones: (i) a special flood hazard area designated by the Federal Emergency Management Agency; (ii) an area of potential flooding; (iii) a very high fire hazard severity zone; (iv) a wild land area that may contain substantial forest fire risks and hazards; (v) an earthquake fault or special studies zone; or (vi) a seismic hazard zone. Buyer acknowledges that Seller will employ the services of Disclosure Source (“ Natural Hazard Expert ”) to examine the maps and other information specifically made available to the public by government agencies and to report the results of its examination to Buyer in writing. The written report prepared by the Natural Hazard Expert regarding the results of its examination fully and completely discharges Seller from its disclosu re obligations referred to herein, and, for the purposes of this Agreement, the provisions of Civil Code Section 1103.4 regarding the non-liability of Seller for errors and/or omissions not within its personal knowledge shall be deemed to apply, and the Natural Hazard Expert shall be deemed to be an expert dealing with matters within the scope of its expertise with respect to the examination and written report regarding the natural hazards referred to above.

34. The following shall be inserted at the end of Paragraph 9.1(h) of the Form Agreement:

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At least ten (10) days prior to the expiration of the Contingency Period, Seller shall provide Buyer with an Estoppel Certificate, executed by Seller and/or each tenant and subtenant of the Property. Seller shall use its best eﬀorts to have each tenant complete and execute an Estoppel Certificate. If any tenant fails or refuses to provide an Estoppel Cer tificate then Seller shall complete and execute an Estoppel Cer tificate for that tenancy.

35. The following shall be inserted as the first sentence of Paragraph 9.1(o) of the Form Agreement:

“There shall have been no Material Change, or Seller shall have satisfied itself with respect to any Material Change.”

36. The following shall be inserted as Paragraph 9.1(q) of the Form Agreement:

“There shall have been no Material Representation Change, or Seller shall have satisfied itself with respect to any Material Representation Change.”

37. All closing costs shall be allocated in accordance with the custom and practice of the county in which the Property is located. Rents shall be prorated as of the close of escrow and all security deposits shall be transferred to Buyer through escrow.

38. The following shall be inserted at the end of Section 10.2(a) of the Form Agreement : The grant deed shall be in the form of the Grant Deed attached hereto as Exhibit C (“Grant Deed”).

39. Section 10.2(b) and (c) of the Form Agreement are deleted and replaced with the following:
“(b) Intentionally deleted.
(c) An assignment of any Existing Leases and Other Agreements Buyer elects to assume and have assigned to Buyer. The assignment of leases shall be in substantially the form of the Assignment and Assumption of Leases attached hereto as Exhibit D (“Assignment and Assumption of Leases”). The assignment of any Other Agreements shall be in substantially the form of the Assignment and Assumption of Contracts attached hereto as Exhibit E (“Assignment and Assumption of Contracts”).”

40. The following shall be inserted at the end of Section 10.2(f) of the Form Agreement: “The bill of sale shall be in the form of the Bill of Sale attached hereto as Exhibit F.”

41. Paragraphs 10.3(b) through (e) of the Form Agreement are deleted and replaced with the following:

“(b) Intentionally deleted.
(c) The Assignment and Assumption of Leases, duly executed by Buyer. (d) The Assignment and Assumption of Contracts, duly executed by Buyer. (e) Intentionally deleted.
(g) A Certificate of Acceptance of the Grant Deed, in the form attached hereto as Exhibit G.

42. The following shall be inserted at the end of Paragraph 11.1 of the Form Agreement:

“The portion of current property taxes which would otherwise be allocable to the period after the close of Escrow shall not be allocated, as Buyer is exempt from payment of property taxes. Accordingly, Escrow Agent shall pay and charge Seller for that port ion of current property taxes and assessments and any penalties and interest thereon allocable to the period prior to the close of Escrow. Escrow Agent shall pay and charge Seller for any unpaid delinquent property taxes and/or penalties and interest ther eon, and for any delinquent assessments or bonds against the Property. Seller shall have the sole right, after Close of Escrow, to apply to the Alameda County Tax Collector for a refund of any excess property taxes which have been paid by Seller with resp ect to the Property. This refund would apply to the period after Buyer's acquisition of the Property, pursuant to Revenue and Taxation Code Section 5096.7 .”

43. The following shall be inserted at the end of Paragraph 12.1(i) of the Form Agreement:

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“Seller shall in all events at least ten (10) days prior to the Closing (and the Closing shall be extended if necessary to give Buyer ten (10) days to review such Material Change), give written notice of such Material Change to Buyer.”

44. The following shall be added to Paragraph 12.1 of the Form Agreement:

“(m) Seller has not received notice of any violation of any law or municipal ordinance, order, or requirement noted or issued against the Property by any governmental authority having jurisdiction over the Property, that has not been cured, corrected, or waived.

(n) A list of the Existing Leases, true, correct, and complete copies of which have been delivered to Buyer.

Except as otherwise provided for in Exhibit H to this Addendum, (i) the Existing Leases are in good standing and in full force and effect in accordance with their respective terms; (ii) the Existing Leases have not been modified, amended, terminated, renewed, or extended, except as set forth in the applicable Existing Lease; (iii) none of the parties to any Existing Lease is in default of any of its obligations thereunder and no event has occurred that, with the giving of notice or passage of time, or both, would constitute a default thereunder; and (iv) there are no leasing or other commission s, fees, or other amounts due or owing, to any third party, or that may become due and owing to any third party after the Closing, in connection with any Existing Leases or any existing listing or brokers' agreements related thereto (including with respect to any renewal of any Existing Lease, extension of the term of any Existing Lease, any expansion of any leased premises, or any right of any tenant under any Existing Lease to purchase the Property.

(o) Seller has not received any written notice or infor mation regarding any condemnation, environmental, zoning, sewer moratorium, or other land -use regulation proceedings, either instituted or planned to be instituted that would materially and adversely affect the use and operation of the Property .

(p) If, prior to the Closing, Seller becomes aware of any fact or circumstance that would (i) materially change a representation or warranty of Seller in this Agreement (“ Material Representation Change ”), then Seller shall promptly, and in all events at least ten (10) days prior to the Closing (and the Closing shall be extended if necessary to give Buyer ten (10) days to review such Material Representation Change), give written notice of such Material Representation Change to Buyer.

(q) The Property Documents delivered to Buyer pursuant to this Agreement or in connection with the purchase and sale contemplated hereby are all of the documents or agreements affecting the Property, are complete and accurate originals or copies, and are in full force and effect, wi thout default by Seller, and, to Seller's knowledge, without default by any other party.”

45. The following shall be added as a new Paragraph 12.5 of the Form Agreement:

“Seller hereby indemnifies and holds Buyer harmless from any and all losses, damages, costs, liabilities and expenses, including, without limitation, reasonable attorneys’ fees (and those fees incurred upon any appeals) incurred or suffered by Buyer as a result of the breach by Seller of any of the representations and warranties contained in this Agreement (subject to the limitations set forth in Paragraph 32), the failure by Seller to comply with any of the covenants contained in this Agreement or any other default by Seller under the terms of this Agreement.”

46. Paragraph 21 of the Form Agreement is amended and restated as follows:

Liquidated Damages . SELLER AND BUYER AGREE THAT, IF THE PURCHASE AND SALE OF THE

PROPERTY IS NOT COMPLETED IN ACCORDANCE WITH THIS AGREEMENT AS A DIRECT RESULT

OF A MATERIAL DEFAULT BY BUYER UNDER THIS AGREEMENT, S ELLER SHALL BE ENTITLED

TO TERMINATE THIS AGREEMENT AND UPON TERMINATION THE DEPOSIT SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY. SELLER

AND BUYER AGREE THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE,

ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THE DEPOSIT IS A REASONABLE

ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED BY SELLER IF BUYER MATERIALLY

DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT AND FAILS TO PURCHASE THE PROPERTY IN ACCOR DANCE WITH THIS AGREEMENT. SUCH RETENTION OF THE DEPOSIT

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BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BUYER SHALL NOT BE

IN DEFAULT WITH RESPECT TO ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OTHER

THAN A FAILURE TO CLOSE ON THE CLOSING DATE UNLESS AND UNTIL BUYER RECEIVES

NOTICE FROM SELLER SPECIFYING SUCH DEFAULT AND BUYER FAILS TO CURE SUCH DEFAULT WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF SUCH NOTICE. BY PLACING ITS INITIALS

BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE

ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED,

AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. NOTWITHSTANDING ANYT HING TO THE CONTRARY SET FORTH IN THIS

AGREEMENT, IN NO EVENT WHATSOEVER WILL EITHER BUYER OR SELLER BE ENTITLED TO

RECOVER FROM THE OTHER ANY PUNITIVE, CONSEQUENTIAL OR SPECULATIVE DAMAGES PURSUANT TO THIS AGREEMENT.

SELLER’S INITIALS: _____ BUYER’S INITIALS: _____

47. Seller Default. Seller shall be in default under this Agreement if Seller breaches the terms of this Agreement and fails to cure such breach within five (5) days of receipt of notice from Buyer. In the event Seller defaults under this Agreement and Closing does not occur, as Buyer’s sole and exclusive remedy, Buyer shall have the right to either (a) sue Seller for specific performance (without the need to post a bond in connection therewith but Buyer shall in a position, ready, willing and able, as required by law, to fully perform all of its obligations under this Agreement, including without limitation, delivery to Escrow Agent of the Purchase Price) provided Buyer commences such action for specific performance within sixty (60) days after the expected Closing Date, o r (b) terminate the Agreement and receive an immediate return of the Deposit.

Buyer agrees that its failure to timely commence such an action for specific performance within such sixty (60) day period shall be deemed a waiver by it of its right to commenc e an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portions of the Property. In no event may Buyer seek, and Buyer hereby waives and releases Seller from any claim for damages, if either the transfer of the Property does not occur or if the transfer of the Property does occur pursuant to an action for specific performance.

This Paragraph 47 shall only limit Buyer’s rights and remedies in the event that Closing does not occur due to Seller’s breach. Subject to the limitation s set forth in Paragraph 32, Buyer shall have all rights and remedies available to it at law or equity with respect to any other breach by Seller including the rights set forth in Paragraph 12.5.

48. Personal Property. The Property shall include, at no additional cost to Buyer, Seller’s personal property, furniture and furnishings, except for that certain office furniture belonging Alan Bishop which s hall be removed by Seller prior to Closing. Notwithstanding anything to the contrary in the Agreement, title to any personal property owned or leased by any tenant of the Property is not included in the sale of the Property hereunder.

49. The following sentence shall be added to the end of Paragraph 19.1. Notices shall be provided to Buyer and Seller at the following addresses:

To Buyer:

City of Fremont
Attn: Christina Briggs, Assistant City Manager
300 Capitol Ave
Fremont, CA 94538

and

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City of Fremont
Attn: Donovan Lazaro, Economic Development Director
300 Capitol Ave
Fremont, CA 94538
Email: [email protected]

With a Copy to:

City of Fremont
Rafael Alvarado, Jr., City Attorney
300 Capitol Ave
Fremont, CA 94538
Email: [email protected]

and

Burke, Williams & Sorensen LLP
Attn: Jerry Ramiza and Meghan Nihan
1999 Harrison Street, Suite 1650
Oakland, CA 94612
Email: [email protected]
[email protected]

and

DCG Strategies, Inc.

Attn: Landis Graden, Senior Vice President
Address: 4085 Campbell Avenue, Suite 150,
Menlo Park, CA 94025
Email: [email protected]

To Seller:
[Seller insert]

50. Business Days. As used herein, the term “Business Day” means any day that is not a Saturday, Sunday or legal holiday for national banks in the city in which the Property is located; provided however, that if the expected Closing Date is scheduled to occur on a date on which the clerk’s office or office of public records and/or Escrow Agent are not open for business as a result of the coronavirus referred to as COVID -19, or, as a direct result of governmental actions taken in connection with such virus, it is otherwise not reasonably feasible for the employees, agents and representatives of Buyer or Seller to consummate Closing on the expected Closing Date, in which case the expected Closing Date shall automatically be extended to the next Business Day on which such offi ces are open for business and it is reasonably feasible for the employees, agents and representatives of Seller and Buyer to consummate Closing.

51. Office of Foreign Assets Control (“OFAC”) Representations. Seller and Buyer (each, a "Representing Party") each represents and warrants to the other: (i) that neither the Representing Party nor any person or entity that directly owns a 10% or greater equity interest in it nor any of its officers, directors or managing members is a person or entity (each, a " Prohibited Person ") with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (" OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Perso ns List) or under any statute, executive order (including Executive Order 13224 (the "Executive Order") signed on September 24, 2001 and entitled "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, (ii) that the Representing Party's activities do not violate the International Money Laundering Abatement and Financial Anti -Terrorism Act of 2001 or the regulations or orders promulgated thereunder (as amended from time to time, the "Anti- Money Laundering Act"), and (iii) that throughout the term of this Agreement the Representing Party shall comply with the Executive Order and with the Anti -Money Laundering Act. Calculation of Time. Unless otherwise specified, in computing any period of time described in the Agreement, the day of the act or event

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after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday under the laws of the State in which the Property is located, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday.

52. Confidentiality of Terms of Agreement . Except as required by statute, rule, regulation or legal process, Seller and Buyer shall each keep the terms of the Agreement, and all documents exchanged by the parties in connection with the transaction, strictly confidential and shall not disclose or permit their employees or agents to disclose the terms of the transaction, except to their respective attorneys, accountants, financial advisors or consultants, real estate brokers, actual and prospective len ders, and actual and prospective investors, or to enforce the terms of this Agreement. The foregoing confidentiality requirements shall not apply to any information or matter that is or becomes generally available to the public. For the avoidance of doubt, the Parties acknowledge and agree that (a) the Ralph M. Brown Act (California Government Code Sections 54950 to 54963 ) requires Buyer to submit the Agreement to the City Council for approval and include the Agreement in a publicly available agenda prior to City approval and (b) the Agreement will become public record once the Agreement is finalized and the documents exchanged in connection with the transaction will become public record after Closing pursuant to the California Public Records Act (California Government Code Sections 7920.000-7931.000).

53. Escrow Cancellation Fees. Notwithstanding anything in the Form Agreement to the contrary, the party who has defaulted under this Agreement shall pay all escrow cancellation fees. Where neither party is in default, such fees shall be split evenly between the parties.

54. Date of Performance . If the date of performance of any obligation or the last day of any time period (including, without limitation, the giving or effectiveness of notice) provided for herein should fall on a Saturday, Sunday or day on which banking institutions in the State of California are obligated by law or executive order to close (all of the foregoing collectively referred to herein as “Holiday”), then said obligation shall be due and owing, and said time period shall expire, on the first day thereafter which is not a Holiday.

The term “Business Day” shall mean any day of the week that is not a Holiday.

55. Counterparts / Electronic Signatures. This Agreement and any supplement, addendum, or modification, including any photocopy or facsimile, may be executed in two or more counterparts, all of which consti tute the same writing. Seller and Buyer each (a) has agreed to permit the use from time to time, where appropriate, of telecopy or other electronic signatures in order to expedite the transaction contemplated by this Agreement, (b) intends to be bound by its respective telecopy or other electronic signature, (c) is aware that the other will rely on the telecopied or other electronically transmitted signature, and (d) acknowledges such reliance and waives any defenses to the enforcement of this Agreement and the documents affecting the transaction contemplated by this Agreement based on the fact that a signature was sent by telecopy or electronic transmission only. Notwithstanding that the Form Agreement has places for the parties to ‘initial’, neither party shall be required to initial the Form Agreement , or the Agreement. Neither party shall be required to initial the bottom of any page of the Form Agreement which requires an initial.

[Remainder of Page Intentionally Blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first set forth above.

SELLER BUYER

_________________________________
Marilyn Jayne Gordon, as Trustee of the Robert
B. Gordon and Marilyn J. Gordon Declaration of
Trust dated January 31, 1996

___________________________________
Shirley Ann Abreu as Trustee of the Abreu
Living Trust dated November 3, 1988

______________________________________
Gregory Krause, co-trustee of the Bishop 2001
Living Trust

______________________________________
Eugene Roeben, co-trustee of the Bishop 2001
Living Trust

City of Fremont, a municipal
corporation

By: __________________
Name: ________________
Its: ___________________

Approved as to form:

City Attorney

Attest:

City Clerk

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Exhibit A
Legal Description

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FREMONT IN THE COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Parcel 2, Parcel Map 3153, filed April 25, 1980, Book 116 of Parcel Maps, Pages 86 and 87, Alameda County.

APN: 501-1130-050-00

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Exhibit B
Property Documents

- Preliminary title report (through escrow)
- Natural Hazards Report (through escrow)
- Copies of all tenant leases
- Offering Memorandum & Financials and Rent Roll Summary - Latest Rent Roll 2023
- Rent Roll 2020-2022
- Profit and Loss Statements 2020, 2021, 2022
- Property Tax Bill 2020-2021, 2021-2022, 2022-2023
- Assa Abloy contract – maintenance of automatic doors
- Environment Control letter – for janitorial services
- Ontario contract – HVAC
- Highland documents – roof
- Conveyance permit
- Kings contract – communications
- SF Elevator contract
- KBA contract – copy machine lease thru Feb 2024 for 2nd floor usage

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Exhibit C
Grant Deed
[Attached]

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EXHIBIT D
Assignment and Assumption of Leases
[Attached]

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EXHIBIT E
Assignment and Assumption of Contracts
[Attached]

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EXHIBIT F
Bill of Sale
[Attached]

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EXHIBIT G
Certificate of Acceptance
[Attached]

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EXHIBIT H
List of Existing Leases
[to be inserted]

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Fremont City CouncilAugust 15, 2023

Fremont City Council
August 15, 2023