4859-8127-0512.2
__________________________________________________________________________
CONVEYANCE AGREEMENT
between the
CITY OF GONZALES
and
BANNER BANK
Dated as of November 1, 2024
___________________________________________________________________________
EXHIBIT A
4859-8127-0512.2
CONVEYANCE AGREEMENT
THIS CONVEYANCE AGREEMENT, dated as of November 1, 2024 (as amended and supplemented hereafter, the “Conveyance Agreement”), between the CITY OF GONZALES, a municipal corporation that is duly organized and validly existing under the general laws of the State of California (the “City”), and BANNER BANK (including its successors and permitted assigns hereunder, the “Lender”);
R E C I T A L S:
WHEREAS, the City and the Lender desire to provide funds to finance the Project (as defined in the Installment Purchase Contract), to be repaid by installment purchase payments to be made by the City, as purchaser of the Project, to the Lender, as seller, pursuant to that certain installment purchase contract dated as of November 1, 2024 (the “Installment Purchase Contract”).
NOW, THEREFORE, in consideration of receipt of the amount of up to $10,000,000 by the City as the purchase price of the Project and of the foregoing and the mutual covenants and conditions contained herein, the parties hereto agree as follows:
Section 1. The City hereby sells, conveys and transfers to the Lender all of its right, title and interest in and to the Project, as well as any Alternate Project, if applicable under the Installment Purchase Contract, but only to the extent that the components of the Project and any Alternate Project may be legally transferred by the City, and the Lender hereby purchases, acquires and accepts from the City, the Project and any Alternate Project, subject to the obligation of the Lender to resell the Project and any Alternate Project to the City pursuant to the Installment Purchase Contract.
Section 2. The City hereby agrees to cooperate and provide further assurances to the Lender in order to accomplish the purposes of this Conveyance Agreement. The City hereby agrees to indemnify and hold the Lender harmless against any and all claims, losses, costs or damages as a result of the City’s conveyance and acquisition of the Project and any Alternate Project to the Lender as provided herein, or the acquisition of the Project and any Alternate Project pursuant to the Installment Purchase Contract.
(Signatures on the following page)
2 4859-8127-0512.2
IN WITNESS WHEREOF, the parties hereto have executed this Conveyance Agreement by their officers as of the date first above written.
CITY OF GONZALES
By:
Carmen Gil
City Manager
BANNER BANK, as Lender
By:
Authorized Officer