Manteca City Council
September 15, 2026

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LAND EXCHANGE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
This Land Exchange Agreement and Joint Escrow Instructions (“Agreement”) is made August 25, 2026 (“Reference Date”), by and between the CITY OF MANTECA, a general law city (the "City"), and P.D. DANNA, LLC, a California limited liability company, and P.L. DANNA, LLC, a California limited liability company (collectively, “Danna”). City and Danna are hereafter referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. The City is the owner of certain unimproved real property in the City of Manteca, County of San Joaquin, State of California, located at: (i) 19465 McKinley Avenue, consisting of approximately 0.51 acres, Assessor’s Parcel Number (“APN”): 241-410-19 (Parcel 16797-01-01), as legally described in Exhibit A attached hereto and incorporated herein (the “McKinley Property”), and (ii) 2901 Bronzan Road, consisting of approximately 0.43 acres, APN: 241-410- 20 (Parcel 16785-01-01), as legally described in Exhibit B attached hereto and incorporated herein (the “Bronzan Property”). (The McKinley Property and the Bronzan Property are collectively referred to as the "City Property"). The City Property is depicted in Exhibit C attached hereto and incorporated herein, and in total consists of approximately 0.94 acres. The City affirms that the City Property is no longer necessary for the City’s use.

B. Danna is the owner of certain unimproved real property in the City of Manteca, County of San Joaquin, State of California, located at 3131 W Woodward Avenue consisting of approximately 11.22 acres, APN: 241-260-330, as legally described in Exhibit D attached hereto and incorporated herein (the “Woodward Property”). The City affirms that a portion of the Danna Property is necessary for the City’s use for purposes of construction of a fire station for the City’s benefit.

C. In 2014, the Manteca Unified School District (the “School District”) acquired approximately seventeen (17) acres from Danna adjacent to the Woodward Property and legally described in that certain grant deed recorded October 31, 2014 as Doc No. 2014-110139, a copy of which is attached hereto as Exhibit E and incorporated herein (the “School District Property”).

The City is in the process of subdividing the School District Property to create an approximately one (1.0) acre separate legal parcel directly adjacent to the Eastern boundary line of the Woodward Property (the “One Acre Parcel”). The anticipated One Acre Parcel is depicted in Exhibit F attached hereto and incorporated herein. The City anticipates the subdivision and creation of the One Acre Parcel to be completed during or about September 2026.

D. Promptly following creation of the One Acre Parcel as a separate legal parcel, the School District will convey fee simple title ownership of that One Acre Parcel to the City as set forth in Section 7.11. Thereupon, the City will process a lot line adjustment as set forth in Sections

1.2 and 7.6 and depicted in Exhibit G whereby approximately 0.82 acres of the One Acre Parcel (the “0.82 Portion”) will be conveyed to Danna pursuant to the lot line adjustment, and approximately 0.18 acres of the One Acre Parcel (the “0.18 Portion”) will be added to the Danna Property (defined in Recital E) as part of the anticipated two (2) acre site for the new fire station.

E. The Parties acknowledge that this exchange transaction will require a lot line adjustment for Danna to convey approximately 1.82 acres of the Woodward Property to the City.

For purposes of this Agreement, the approximately 1.82 acres of the Woodward Property to be conveyed to the City pursuant to the lot line adjustment is referred to herein as the “Danna Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 2 4920-3765-4984v1
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Property” and is depicted in Exhibit G. The Parties anticipate the lot line adjustments described in Recitals D and E to be combined into a single lot line adjustment application to be processed by the City as set forth in Section 1.2 and depicted in Exhibit G.

F. The City desires to acquire the Danna Property, and in exchange, the City will convey to Danna the City Property and the 0.82 Portion. Danna desires to acquire the City Property and the 0.82 Portion, and in exchange, convey the Danna Property, by lot line adjustment, to the City.

G. For purposes of this Agreement, the remainder of the Woodward Property immediately following completion of the lot line adjustment and conveyance of the Danna Property to the City is referred to herein as the “Woodward Remainder Property.” Further, Danna currently owns certain unimproved real property in the City of Manteca, County of San Joaquin, State of California, located at 19589 McKinley Avenue, APN: 241-260-480 (the “Danna-McKinley Property”), which is located across Bronzan Road from the City Property.

H. The Parties acknowledge that a Phase I environmental assessment (the “Phase I”) was performed on the City Property in early-2026, and the Phase I report recommends further Phase II testing and sampling of the City Property for, among other things, lead-based paint and termiticides containing organochlorine pesticides (the “Phase II Testing”). The parties desire that such additional Phase II Testing be performed and any recommended remediation be completed.

I. The Parties acknowledge that the City Property requires the General Plan to be amended to a Commercial (C) General Plan land use designation and the Zoning to be changed to a General Commercial (CG) Zoning classification for the City Property to be suitable for Danna’s intended use and/or development of the City Property (collectively, the “Danna Entitlements”).

J. The Parties acknowledge that the Danna Property requires the General Plan to be amended to a Public/Quasi-Public (PQP) General Plan land use designation and the Zoning to be changed to a Public/Quasi-Public (PQP) Zoning classification for the Danna Property to be suitable for the City’s intended use and/or development of the Danna Property (collectively, the “City Entitlements”).

K. The Parties acknowledge that the General Plan designation and Zoning for the

0.82 Portion needs to be the same as the General Plan designation and Zoning for the Woodward Remainder Property as of the Reference Date for the 0.82 Portion to be suitable for Danna’s intended use and/or development of the 0.82 Portion combined with the Woodward Remainder Property (collectively, the “0.82 Portion Entitlements”).

L. In accordance therewith, the City desires to exchange all of the City’s rights, title and interest in the City Property and the 0.82 Portion for the Danna Property, and Danna desires to exchange all of Danna's rights, title and interest in the Danna Property for the City Property and the 0.82 Portion. As used herein, the term “Property” means the City Property and the 0.82 Portion or the Danna Property, as the context requires; and the term “Properties” means collectively the City Property, the 0.82 Portion and the Danna Property. As used in this Agreement, “Acquiring Party” means, as the context requires, the City in its capacity as the entity acquiring the Danna Property and Danna in its capacity as the entities acquiring the City Property and the 0.82 Portion, and “Conveying Party” means, as the context requires, the City in its capacity as the entity conveying the City Property and the 0.82 Portion, and Danna in its capacity as the entities conveying the Danna Property.

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NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, and for other good and valuable consideration moving between the Parties, the City and Danna agree as follows:

AGREEMENT

1. Land Exchange and Lot Line Adjustment.

1.1 Land Exchange. The City desires to exchange the City Property and the 0.82 Portion for the Danna Property, and Danna desires to exchange the Danna Property for the City Property and the 0.82 Portion, each upon the terms and conditions set forth in this Agreement.

The City and Danna acknowledge and agree that, except for the exchange of each Property and the other terms set forth in this Agreement, no purchase price or other consideration shall be paid to either Party under this Agreement. The Parties agree that the City Property and the 0.82 Portion, combined, and the Danna Property have equal fair market values.

1.2 Lot Line Adjustment. Subject to the terms and conditions of this Agreement, the Danna Property shall be conveyed to the City, and the 0.82 Portion shall be conveyed to Danna, by means of a lot line adjustment (the “LLA”). The Danna Property and the 0.82 Portion are both depicted in Exhibit G. Promptly following the One Acre Parcel being created by subdivision and the City acquiring fee simple title to that One Acre Parcel, the City shall promptly apply for and diligently process the LLA. The City shall submit the application for the LLA (the “LLA Application”) electronically through the City’s applicable permitting portal, together with the information, plans, legal descriptions, reports, Letter of Authorization, Hazardous Materials Affidavit, Plat Map, and other materials required by the Lot Line Adjustment Application Checklist and Procedures attached hereto as Exhibit H and incorporated herein (the “LLA Checklist”), as the same may be reasonably modified or supplemented to satisfy applicable City requirements subject to the mutual approval of the Parties. The Parties shall reasonably cooperate in providing any signatures, documents, or other information required to complete and process the LLA. Danna shall not be responsible for the payment of any cost or expense in connection with applying for, processing or obtaining the LLA, all of which costs and expenses shall be paid by the City as set forth in Section

7.6. 2. Escrow. Within three (3) business days following the full execution and delivery of this Agreement, an Escrow shall be opened with First American Title Insurance Company, 333 W.

Santa Clara Street, Ste. 220, San Jose, CA 95113-1714; Teresa Woest, Sr. Commercial Escrow Officer, email: [email protected], phone (408) 451-7972 ("Escrow Holder"), by the Parties delivering a copy of this fully executed Agreement to Escrow Holder. This Agreement shall, to the extent possible, act as Escrow instructions; provided, however, legal counsel for either Party may provide additional escrow instructions to Escrow Holder consistent with this Agreement. The Parties agree to execute all further reasonable Escrow instructions required by Escrow Holder, which further instructions shall be consistent with this Agreement and subject to the reasonable approval of the Party required to executed such Escrow instructions.

3. Closing. "Close of Escrow" or "Closing" is the date a grant deed conveying fee title to the Danna Property from Danna to the City, in the form attached hereto and incorporated herein as Exhibit I (the "Danna Property Grant Deed"), and a grant deed (or grant deeds, if applicable) conveying fee title to the City Property and the 0.82 Portion from the City to Danna, in the form attached hereto and incorporated herein as Exhibit J (individually and collectively, the "City Property Grant Deed(s)") (collectively, the "Grant Deeds"), are concurrently recorded in the Official Records of the Office of the San Joaquin County Recorder. Provided all conditions of Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4 4920-3765-4984v1
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Closing in Section 7 have been satisfied or waived, and this Agreement has not been previously terminated by the Parties in accordance with the terms of this Agreement, the Close of Escrow shall occur within sixty (60) days after the end of the Feasibility Period (as defined in Section 6.2), or on such other date as the Parties mutually agree in writing, subject to the terms of this Agreement ("Closing Date"). Time is of the essence as to the Closing. The City and Danna shall each have the right to extend the Closing Date on two (2) separate and concurrent occasions for up to ninety (90) days for each extension by delivering written notice to the other Party on or before the then scheduled Closing Date; provided, however, the City and Danna collectively and in exercising all of their respective extension rights set forth in this Section 3 shall not extend the Closing Date for more than a collective total of one hundred eighty (180) days (the “Extension Deadline”). Except as set forth in the preceding sentence, the Closing Date may not be extended beyond the Extension Deadline without the prior written approval of both the City and Danna (which approval may be given or withheld in the Party’s sole and absolute discretion).

4. Title. As soon as possible after the opening of Escrow, Escrow Holder shall provide each Party with a separate preliminary title report covering the City Property, the One Acre Parcel (or the School District Property until the One Acre Parcel is a separate legal parcel), and the Woodward Property (individually and collectively, the "Preliminary Report(s)"), along with legible copies of all recorded documents shown as exceptions to title in the Preliminary Reports, and a color-coded map containing any easement, rights-of-way, license, or other real property rights encumbering the City Property, the One Acre Parcel (or the School District Property, as applicable), and the Woodward Property to the extent available. The City, at the City’s sole cost and expense, shall provide Danna with a current ALTA survey of the City Property sufficient for the Title Company to issue an ALTA extended coverage owner’s title insurance policy to Danna at Close of Escrow (the “City Property ALTA Survey”). The City shall provide the City Property ALTA Survey to Danna within sixty (60) days following the Effective Date (the “City Property ALTA Survey Deadline”), and shall cause its surveyor or engineer to promptly make any revisions to the City Property ALTA Survey reasonably requested by Danna or its legal counsel. The Acquiring Party shall approve or disapprove any exceptions to title shown on its Preliminary Report(s) and/or any matters shown on the City Property ALTA Survey or any other current or updated survey if Acquiring Party elects to obtain any other current or updated survey at Acquiring Party’s sole cost and expense, by notifying the Conveying Party in writing by the later of (the “Title Objection Notice Date”): (i) ninety (90) days after the Effective Date, or (ii) thirty (30) days after Danna receives the City Property ALTA Survey; provided that any delinquent taxes or assessments that encumber the Property, any deeds of trust, mortgages, or any other instruments that secure the repayment of funds that encumber the Property, or any judgments, mechanic’s and materialmen liens or other monetary liens that encumber the Property (collectively the “Monetary Encumbrances”) are considered disapproved exceptions and the Conveying Party agrees to remove all Monetary Encumbrances at or before the Closing. Except for the Monetary Encumbrances, Conveying Party shall notify Acquiring Party of whether Conveying Party is willing to remove the items disapproved by Acquiring Party within fifteen (15) days after receipt of Acquiring Party's title objections. If Conveying Party does not agree in writing delivered to the Acquiring Party prior to the expiration of said 15-day period to remove all of such disapproved exceptions or matters at or before the Closing, or if any New Title Exception(s) (defined below) appear after the Title Objection Notice Date, and Conveying Party fails to agree in writing to remove such New Title Exception(s) at or before the Closing (the “Removal Notice”) by delivering the Removal Notice to the Acquiring Party within five (5) business days after Acquiring Party's notification to Conveying Party of the New Title Exception(s), then Acquiring Party shall have the choice of: (i) terminating this Agreement and the Escrow, in which event, except for any obligations that expressly survive termination, neither Acquiring Party nor Conveying Party shall have any further rights or obligations under this Agreement; or (ii) waiving such objection(s) and complete the Property Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 5 4920-3765-4984v1
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exchange called for in this Agreement. Except for Monetary Encumbrances and any title exceptions or survey matters that Conveying Party agrees in writing to remove at or before the Closing, Conveying Party shall have no obligation to remove or cure any title exceptions or survey matters objected to by Acquiring Party. The Acquiring Party has the right to object to any new title exception or survey matter which materially adversely affects the Property or the Acquiring Party’s intended use or development of the Property and arises after the Title Objection Notice Date and prior to the Closing (the “New Title Exception(s)”).

5. As-Is Property Condition.

5.1 AS-IS. Each Acquiring Party acknowledges and agrees that, except for Conveying Party’s representations, warranties, agreements, and/or covenants expressly set forth in this Agreement or in any of the documents to be delivered by the Conveying Party to Acquiring Party at the Closing and except as otherwise expressly provided in this Agreement (collectively, the “Excluded Representations”), to the maximum extent permitted by law, the transfer of the Property is made on an "As Is," "Where Is" condition, and basis with all faults. The terms and conditions set forth herein are the result of arms-length bargaining between entities familiar with transactions of this kind. Each Acquiring Party further acknowledges and agrees that, except for the Excluded Representations, Conveying Party has not made, does not make, and specifically negates and disclaims, any representations, warranties, promises, covenants, agreements, or guaranties 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 of the Property; (b) the income to be derived from the Property; (c) the suitability of the Property for any and all activities and uses which Acquiring Party may conduct thereon, including the possibilities for future development of the Property; (d) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; (e) the manner, quality, state of repair or lack of repair of the Property; (f) the nature, quality or condition of the Property, including, without limitation, the water, soil and geology; (g) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body; (h) the manner or quality of the construction or materials, if any, incorporated into the Property; (i) compliance with any environmental protection, pollution or land use laws, rules, regulations, orders or requirements; (j) the presence or absence of Hazardous Materials, as defined in Section 9.4 below, at, on, under or adjacent to the Property; (k) the content, completeness or accuracy of any materials obtained by Acquiring Party in its investigation of the Property, including, without limitation, any title report issued by the Escrow Holder; (l) the conformity of any improvements on the Property, if any, to any plans or specifications of the Property, including any plans and specifications that may have been or may be provided to Acquiring Party; (m) the fact that all or a portion of the Property may be located on or near an earthquake fault line; (n) the Property Documents (as defined in Section 6.1), except for the completeness of such Property Documents; (o) the condition of title to the Property, or (p) with respect to any other matter.

5.2 Own Investigations. Each Acquiring Party acknowledges that it is conducting its own investigation of the Property, and, except for the Excluded Representations, is relying solely on such investigations, inspections and evaluations of such Property in making its decision to consummate the transaction contemplated by this Agreement, and not on any information provided or to be provided by Conveying Party. Each Acquiring Party hereby expressly acknowledges that it shall be solely responsible for determining the status and condition of the Property, including land use, building and other governmental regulations, and physical, geological and environmental conditions. Each Conveying Party shall not, except for the Excluded Representations, be liable or bound in any manner by any oral or written statements, Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 6 4920-3765-4984v1
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representations or information pertaining to the Property, or the operation thereof, furnished by any real estate broker, agent, employee, representative, or any other person.

5.3 Natural Hazards. Each Conveying Party, at that Conveying Party’s expense, shall arrange for Escrow Holder to provide to the Acquiring Party a Natural Hazard Disclosure Statement in accordance with the Natural Hazard Disclosure Act (California Civil Code Section 1103 et seq.) pertaining to the Conveying Party’s Property (the “Natural Hazard Disclosure”). The Natural Hazard Disclosure shall serve to satisfy the disclosure requirements, if any, relating to the matters referenced in the Natural Hazard Disclosure. The Conveying Party does not warrant or represent either the accuracy or completeness of the information in the Natural Hazard Disclosure provided to the Acquiring Party, and Acquiring Party shall use the Natural Hazard Disclosure merely as a part in its overall investigation of the Conveying Party’s Property.

5.4 Release. Except for the Excluded Claims (defined below), as of the Closing, Acquiring Party, on behalf of itself and its agents, heirs, affiliates, agencies, council members, officials, employees, successors, assigns and representatives (collectively, “Acquiring Party’s Related Persons”), hereby waives, releases, acquits and forever discharges and releases Conveying Party of and from any and all claims, actions, causes of actions, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Acquiring Party or any of Acquiring Party’s Related Persons now has or which may arise in the future on account of or in any way related to or in connection with any past, present or future aspect, feature, characteristic, circumstance or condition arising out of or in connection with the Property (including, without limitation, the items listed in Sections 5.1,

5.2, and 5.3 above). The preceding to the contrary notwithstanding, the waiver and release described in this Section 5.4 shall not apply to (i) any claims for breach of any express representation or warranty of Conveying Party set forth in this Agreement, (ii) any other breach by Conveying Party of any express covenant, agreement or obligation of Conveying Party under this Agreement which by its terms survives the Close of Escrow, or (iii) Conveying Party’s fraud, if applicable (such claims covered by clauses (i), (ii) and (iii) of this sentence are referred to herein as “Excluded Claims”). In connection with this Section 5.4, Acquiring Party specifically waives the provisions of California Civil Code Section 1542 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.

EACH OF THE CITY AND DANNA HEREBY WAIVE THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES.
____________ ____________ ____________
City’s Initials Danna’s Initials

5.5 Survival. The provisions of this Section 5 shall indefinitely survive the Close of Escrow hereunder or termination of this Agreement and shall not be merged into the Grant Deeds.

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6. Property Inspection and Feasibility Period.

6.1 Property Documents.

6.1.1 City’s Property Documents. Within ten (10) business days after the Effective Date (the “Delivery Period”), the City shall provide to Danna true, correct and complete copies of all plans, surveys, building permits issued in connection with the City Property and the One Acre Parcel (or the School District Property as applicable), environmental reports, engineering studies, notices from local, county, state and federal governmental agencies, leases (including amendments thereto), service and maintenance agreements and other contracts pertaining to the City Property, soils reports, and other reports and studies relating to the Property that are in its possession or under its control, if any (collectively, "City’s Property Documents").

In addition, within three (3) business days after Danna’s request therefor, the City shall provide any additional information in the City’s possession or control concerning the City Property and/or the One Acre Parcel (or the School District Property as applicable) reasonably requested by Danna from time to time. Notwithstanding the foregoing, the City shall have no obligation to cause any of the City’s Property Documents to be created or produced if such document does not already exist.

6.1.2 Danna’s Property Documents. Danna shall furnish or electronically make available to the City as a courtesy to the City within the Delivery Period (unless furnished or electronically made available to the City prior thereto) the documents listed in Exhibit K attached hereto and incorporated herein (the “Danna’s Property Documents”). Danna makes no representation or warranty, express or implied, as to the accuracy or completeness of the Danna’s Property Documents or any other reports, assessments and studies that are provided by Danna to the City under the terms of this Agreement. The City covenants, represents and warrants to Danna that Danna shall have no liability to the City or any of the City’s agents, heirs, affiliates, agencies, council members, officials, employees, consultants, advisors, successors, assigns and representatives (collectively, the “City’s Related Persons”) in any manner arising from the use or reliance on any of the Danna’s Property Documents and/or third party reports, assessments and studies by the City or any of the City’s Related Persons. Prior to the Close of Escrow, the City shall maintain as confidential the Danna’s Property Documents, the results of the City’s Inspections, and any and all other material obtained about the Danna Property (the “Danna Property Confidential Information”) and shall not disclose Danna Property Confidential Information to any uninvolved third party; provided, however, the City shall have the right to disclose Danna Property Confidential Information to involved third parties who require information to assist the City in the City’s due diligence investigations of the Danna Property or otherwise complete the transaction contemplated by this Agreement or as otherwise required by applicable law or court order. The City shall require such third parties to whom the City discloses any such Danna Property Confidential Information to maintain the same in strict confidence in accordance with the confidentiality provisions set forth in this Agreement. If escrow fails to close for any reason other than Danna’s default, at Danna’s request, the Danna’s Property Documents shall be promptly returned to Danna.

6.2 Feasibility Period. For a period of one hundred twenty (120) days following the Effective Date, or sixty (60) days following the creation of the One Acre Parcel as a separate legal parcel with fee simple title thereto vested in the City, whichever is later (the "Feasibility Period"), each Acquiring Party may undertake, at Acquiring Party's expense, inspection and review of the Property and Conveying Party’s respective Documents provided pursuant to Section 6.1, including, but not limited to, inspections, investigations, tests, reports, copies, verifications, assessments, surveys and studies as the Acquiring Party considers reasonably necessary or Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 8 4920-3765-4984v1
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desirable under the circumstances regarding the Property and its condition, which may include, without limitation, inspections regarding zoning, building codes and other governmental regulations; imposition of governmental obligations and assessments; architectural inspections; engineering tests; economic feasibility and marketing studies; availability of sewer, water, storm drain and other utilities; availability of roads, access and services; soils, seismic, engineering and geologic reports; the presence of Hazardous Materials (defined below”); and availability of permits, land use entitlements, development rights and approvals and other governmental approvals (collectively, “Inspections”). Notwithstanding any provision to the contrary, Acquiring Party shall not undertake, or cause to be undertaken, any invasive or Phase II testing or investigations or borings on, in, under or around the Property without Conveying Party’s prior written approval, which approval may be given or withheld in Conveying Party’s sole and absolute discretion, except for the Phase II Testing referenced in Recital H which the Parties agree shall be performed in accordance with Section 6.6. If Conveying Party approves of Acquiring Party undertaking, or causing to be undertaken, any invasive or Phase II testing or investigations or borings (other than the Phase II Testing pursuant to Section 6.6 which shall not require further approval), then Conveying Party may impose reasonable conditions on such invasive or Phase II testing or investigations or borings.

6.3 Access. Each Acquiring Party is granted reasonable access to the Property from the Effective Date through the end of the Feasibility Period for Acquiring Party, its agents, employees, representatives, advisors, consultants, or contractors (collectively, “Consultants”) during normal business hours at reasonable times, at Acquiring Party's own cost and risk, to conduct its investigations during normal business hours and at reasonable times, provided such Acquiring Party is not in default of this Agreement. Acquiring Party shall promptly repair any damage to the Property caused by any of its investigations and otherwise restore the Property to substantially the same condition as existed immediately prior to the investigations, which obligation shall survive the termination of this Agreement. Acquiring Party shall not unreasonably disrupt Conveying Party’s activities, if any, on the Property. Acquiring Party shall indemnify, protect, defend the Conveying Party against and hold the Conveying Party and its members, managers, employees, affiliates, principals, heirs, successors and assigns (collectively, “Conveying Party’s Related Persons”) harmless from all losses, costs, damages, claims, liens (including, without limitation, mechanics’ and materialmen liens), judgments, actions, causes of action, injuries, penalties, demands, obligations, liabilities, and expenses (including, without limitation, attorneys’ fees) (collectively, “Losses”) to the extent arising out of the negligence or willful misconduct or any entry onto the Property by Acquiring Party or its Consultants in connection with Acquiring Party’s Inspections or other entry onto the Property or any activity thereon prior to the Close of Escrow except to the extent any such Losses arise out of any negligent or willful act of the Conveying Party or the Conveying Party’s agents, employees or contractors; provided however, the foregoing indemnity shall not apply, nor shall Acquiring Party have any other liability to Conveying Party, in the event of Acquiring Party’s mere discovery of any existing physical condition or defect on, under, or otherwise affecting the Property, including without limitation, the discovery by Acquiring Party of any environmental condition, biological condition or other physical condition that may require remediation, governmental disclosure, disclosure to future owners if Acquiring Party does not acquire the Property, or that otherwise may impact the value of the Property. Subject to the foregoing limitations, Acquiring Party’s obligation to indemnify, protect, defend, and hold harmless the Conveying Party shall survive the Closing or the termination of this Agreement. Acquiring Party shall provide at least one (1) business day advance notice to Conveying Party prior to entry onto the Property so that Conveying Party or its Consultants will have an opportunity to accompany Acquiring Party and/or its Consultants while they are present on the Property, which notice may be by telephone. Upon request, the Acquiring Party will promptly provide a copy of its studies and Inspection reports prepared by third party Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 9 4920-3765-4984v1
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Consultants to the Conveying Party, without representation, warranty, obligation, or liability as to the accuracy or completeness of any such third party studies and Inspection reports.

6.4 Insurance and Other Requirements. The Consultants performing the Acquiring Party’s Inspections shall be properly licensed (to the extent an applicable license is required) and qualified and shall have obtained all appropriate permits, if necessary, for performing relevant tests on the Property and shall have delivered copies of such permits to the Conveying Party, prior to performing any tests on the Property. Prior to any entry onto the Property by Acquiring Party or any Consultant(s) of Acquiring Party, Acquiring Party shall furnish, or Acquiring Party shall cause such Consultant to furnish, as the case may be, to Conveying Party, written evidence of commercial general liability insurance coverage in an amount not less than $2,000,000 for personal injury to or death of any one person, $2,000,000 for personal injury to or death of any number of persons in any one accident and $1,000,000 for property damage, and with companies reasonably satisfactory to Conveying Party, and adequate to insure against claims of personal injury, death and property damage arising from such Consultant’s activities on the Property. Such insurance shall name Conveying Party and Conveying Party’s Related Persons as additional insureds. Such insurance shall be primary and non-contributing with respect to insurance maintained by or for the benefit of Conveying Party.

6.5 Termination. At any time prior to the expiration of the Feasibility Period, each Acquiring Party may either give the Conveying Party written notice that the Acquiring Party (i) approves the condition, feasibility and suitability of the Property (a “Notice of Feasibility Approval”) (a form of which is attached hereto as Exhibit L), or (ii) disapproves the condition, feasibility or suitability of the Property for any reason or no reason (a “Notice of Feasibility Disapproval”) (a form of which is attached hereto as Exhibit M). A Notice of Feasibility Approval substantially in the form of Exhibit L must be received by the Conveying Party no later than 6:00 p.m. (California time) on the last day of the Feasibility Period (the “Feasibility Deadline”). In the event that Acquiring Party, by the Feasibility Deadline, either delivers a Notice of Feasibility Disapproval, or fails to deliver a Notice of Feasibility Approval, this Agreement shall terminate automatically, and:
(i) the Conveying Party and Acquiring Party shall execute and deliver to Escrow Holder cancellation instructions and all other documents that are reasonably required by Escrow Holder and/or the Conveying Party in order to cancel this Escrow and release any interest of Acquiring Party in and to the Property; and (ii) Escrow Holder shall return all documents to the Party that deposited the documents. Except for any obligations of Acquiring Party or Conveying Party set forth in this Agreement that expressly survive termination of this Agreement, if this Agreement is terminated pursuant to this Section 6.5, neither Party shall have any rights or obligations arising out of this Agreement.

6.6 Phase II Testing of City Property. The Parties agree that during the Feasibility Period, Condor Earth (“Condor”) shall perform Phase II Testing of the City Property as recommended by its Phase I report and as further determined appropriate from such testing. The cost of all such Phase II Testing and other testing related thereto at or about the City Property shall be paid by the City, either directly to Condor or any other testing companies performing tests, analysis or inspections, or by reimbursement to Danna within ten (10) business days following the City’s receipt of an invoice therefor. The cost of any and all remediation work recommended by the Phase II Testing and any other testing pertaining to the City Property (the “Remediation Work”) shall be paid by the City. The Parties agree that any and all such Remediation Work recommended by the Phase II Testing and any other testing, or otherwise required for Danna to be able to use the City Property for Danna’s intended purposes as reasonably determined by Danna, shall be completed, and any applicable governmental approvals and closure letters, and/or written confirmation from Condor that no further Remediation Work is needed at or about Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 10 4920-3765-4984v1
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the City Property, shall be obtained prior to the Close of Escrow (the “Closure”), all at the City’s sole cost and expense. The provisions of this Section 6.6 shall survive the Close of Escrow.

7. Conditions of Closing.

7.1 Acquiring Party’s Conditions of Closing. The obligations of the Acquiring Party under this Agreement to acquire the Property, accept title from the Conveying Party and to consummate the Close of Escrow are subject to the satisfaction of all of the conditions set forth in this Section 7.1. (collectively, the “Acquiring Party’s Closing Conditions”). If any of the Acquiring Party’s Closing Conditions are not satisfied or waived in writing by Acquiring Party on or before the Close of Escrow (or Feasibility Deadline in the case of Section 7.1.6, and the One Acre Deadline in the case of Section 7.1.14), then, at the option of Acquiring Party, this Agreement shall terminate upon written notice given by Acquiring Party to Conveying Party and, in the event of such termination the Parties shall have no further obligations under this Agreement (other than those that expressly survive the termination of this Agreement); provided, however, in the event this Agreement is terminated as a result of a default by Conveying Party of its obligations concerning any of the conditions set forth in Sections 7.1.1 thru 7.1.13 and 7.1.15 below, Acquiring Party shall also have all of the rights and remedies available to Acquiring Party under Section 11 below. Notwithstanding the foregoing, if Acquiring Party proceeds with the Closing, Acquiring Party shall be deemed to have waived any and all of Acquiring Party’s Closing Conditions that Acquiring Party actually knew had not been satisfied as of the Closing.

7.1.1 Title. At Close of Escrow, the Acquiring Party is conveyed good and marketable fee title to the Property, subject only to the exceptions approved or deemed approved by the Acquiring Party in accordance with Section 4 herein, which shall be evidenced by the irrevocable commitment of the Title Company to issue the Title Policy.

7.1.2 Deliveries into Escrow. Conveying Party delivered into Escrow all documents or instruments required by this Agreement.

7.1.3 Conveying Party's Representations. Conveying Party's representations and warranties are correct as of the Effective Date and as of the Close of Escrow.

7.1.4 Conveying Party's Performance. Conveying Party performs in all material respects all obligations under this Agreement and the related documents executed, or to be executed, by Conveying Party.

7.1.5 Title Policy. Prior to Close of Escrow, the Acquiring Party shall have received evidence that Escrow Holder's title insurer ("Title Company") is ready, willing, and able to issue, upon payment of Title Company's regularly scheduled premium, a CLTA or ALTA standard owner's policy of title insurance (or an ALTA extended coverage owner’s policy of title insurance if, prior to the expiration of the Feasibility Period, the Title Company has committed in writing to issue an ALTA extended coverage policy of title insurance to Acquiring Party as of the Closing and Acquiring Party has satisfied prior to Closing all requirements of the Title Company for issuance of such ALTA extended coverage, including, without limitation, providing the Title Company with an ALTA survey acceptable to the Title Company and upon which the Title Company is willing to rely in issuing such extended coverage to Acquiring Party at Closing) ("Title Policy"), to be determined by the Acquiring Party prior to Close of Escrow, with the endorsements the Acquiring Party may require, showing title to the Property vested in the Acquiring Party, subject only to the exceptions approved or deemed approved by the Acquiring Party in accordance with Section 4 herein.

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7.1.6 Feasibility. Prior to the Feasibility Deadline, the Acquiring Party’s delivery of a Notice of Feasibility Approval to Conveying Party and Escrow Holder.

7.1.7 Escrow Fees. The Conveying Party deposits in Escrow all escrow and title costs and fees apportioned to Conveying Party.

7.1.8 No Adverse Change. There shall have been no material adverse change in the physical, title, environmental, or other condition of the Conveying Party’s Property from the expiration of the Feasibility Period through the Closing Date.

7.1.9 Entitlements. The Danna Entitlements and the 0.82 Portion Entitlements (set forth in Section 7.4.1) and the City Entitlements (set forth in Section 7.4.2) shall be approved by the City, the County of San Joaquin, and all other applicable governmental authorities, quasigovernmental authorities, and/or utility providers and regulators (collectively, “Governmental Authorities”) in form commercially reasonably acceptable to Danna and the City, respectively.

The approval by all applicable Governmental Authorities of the Danna Entitlements, the 0.82 Portion Entitlements, and the City Entitlements, respectively, and other necessary approvals, shall include the expiration of all applicable protest, challenge, appeal, and referendum periods without a protest, appeal, or referendum being filed (or if a protest, challenge, appeal, or referendum has been filed, then on the date that such protest, appeal, or referendum has been resolved on terms commercially reasonably satisfactory to Danna or the City, respectively, as determined in Danna’s or the City’s sole and absolute discretion, respectively) (“Approved”).

7.1.10 Storm Drainage. The storm drainage requirements set forth in Section 7.5 shall be satisfied in the sole and absolute discretion of the Acquiring Party, or alternatively, the City shall have provided any additional assurances that the Acquiring Party may require in the Acquiring Party’s sole and absolute discretion to be satisfied that the storm drainage requirements set forth in Section 7.5 shall be fulfilled.

7.1.11 LLA. All Governmental Approval of the LLA shall be received in accordance with the terms and conditions of this Agreement. For purposes hereof, the term “Governmental Approval” means final approval of the LLA Application by the applicable Governmental Authorities having jurisdiction is issued or given and the appeal period, if any, applicable to such approval shall have lapsed without any appeal or challenge pending (or if an appeal or challenge is timely made to such approval, such appeal or challenge is resolved in a manner acceptable to the Parties) and a Notice of Lot Line Adjustment is signed by the City’s Development Services Director and recorded by the City’s engineering staff in the Official Records of the Office of the San Joaquin County Recorder in accordance with the LLA Checklist.

7.1.12 Access to the City Property. The Access Requirements set forth in Section

7.7 shall be satisfied, and for any Access Requirements not completed by the Closing, the City shall have provided assurances acceptable to Danna, in Danna’s sole and absolute discretion, that the remaining Access Requirements shall be completed in a manner and timeframe acceptable to Danna.

7.1.13 Approval of Improvements. If and to the extent requests for approval of any Improvements have been submitted by Danna to the City and/or any other Governmental Authorities, such requests for Improvements shall have been approved by the City and/or the other Governmental Authorities, to the extent allowable by applicable law, to Danna’s reasonable satisfaction.

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7.1.14 One Acre Parcel. All required Governmental Approval shall be obtained to create the One Acre Parcel and the One Acre Parcel shall be a separate legal parcel with fee simple title vested in the City as set forth in Section 7.11.

7.1.15 Remediation. All Remediation Work, if any, required by Section 6.6 shall have been performed, and the Closure obtained.

7.2 Conveying Party's Conditions of Closing. The obligations of Conveying Party under this Agreement to consummate the Close of Escrow on the transfer and conveyance of the Property to the Acquiring Party are subject to the satisfaction of all of the conditions set forth in this Section 7.2. (collectively, the “Conveying Party’s Closing Conditions”). If any of the Conveying Party’s Closing Conditions are not satisfied or waived in writing by Conveying Party on or before the Close of Escrow (or the One Acre Deadline in the case of Section 7.1.10), then, at the option of Conveying Party, this Agreement shall terminate upon written notice given by Conveying Party to Acquiring Party and, in the event of such termination the Parties shall have no further obligations under this Agreement (other than those that expressly survive the termination of this Agreement); provided, however, in the event this Agreement is terminated as a result of a default by Acquiring Party of any of the conditions set forth in Sections 7.2.2 thru

7.2.9 and 7.2.11 below, Conveying Party shall also have all of the rights and remedies available to Conveying Party under Section 11 below. Notwithstanding the foregoing, if Conveying Party proceeds with the Closing, Conveying Party shall be deemed to have waived any and all of Conveying Party’s Closing Conditions that Conveying Party actually knew had not been satisfied as of the Closing.

7.2.1 Surplus Land Act Compliance. The land swap contemplated by this Agreement is exempt from the Surplus Land Act pursuant to Government Code Section 54221(f)(1)(C) as the City’s adopted 2043 General Plan (adopted on March 5, 2024 by resolution No. R2024-45), including the City’s Community Facilities & Services Element (Element 7) as a contemplated “agency use” as defined in the Surplus Land Act (Gov’t. Code Section 54221, et.

Seq.).

7.2.2 Escrow Fees. The Acquiring Party deposits in Escrow all escrow and title costs and fees apportioned to Acquiring Party.

7.2.3 Deliveries into Escrow. Acquiring Party delivered into Escrow all documents or instruments required by this Agreement.

7.2.4 Acquiring Party's Representations. Acquiring Party's representations and warranties are correct as of the Effective Date and as of the Close of Escrow.

7.2.5 Acquiring Party's Performance. Acquiring Party performs in all material respects all obligations under this Agreement and the related documents executed, or to be executed, by Acquiring Party.

7.2.6 Entitlements. The Danna Entitlements and the 0.82 Portion Entitlements (set forth in Section 7.4.1) and the City Entitlements (set forth in Section 7.4.2) shall be Approved by all Governmental Authorities.

7.2.7 Storm Drainage. The storm drainage requirements set forth in Section 7.5 shall be satisfied in the sole and absolute discretion of the Conveying Party, or alternatively, the City shall have provided any additional assurances that the Conveying Party may require in the Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 13 4920-3765-4984v1
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Conveying Party’s sole and absolute discretion to be satisfied that the storm drainage requirements set forth in Section 7.5 shall be fulfilled.

7.2.8 LLA. All Governmental Approval of the LLA shall be received in accordance with the terms and conditions of this Agreement, and the LLA requirements set forth in Section 7.6 and elsewhere in this Agreement shall be satisfied in the sole and absolute discretion of the Conveying Party.

7.2.9 Approval of Improvements. If and to the extent requests for approval of any Improvements have been submitted by Danna to the City and/or any other Governmental Authorities, such requests for Improvements shall have been approved by the City and/or any other Governmental Authorities, to the extent allowable by applicable law, to Danna’s reasonable satisfaction.

7.2.10 One Acre Parcel. All required Governmental Approval shall be obtained to create the One Acre Parcel and the One Acre Parcel shall be a separate legal parcel with fee simple title vested in the City as set forth in Section 7.11.

7.2.11 Remediation. All Remediation Work, if any, required by Section 6.6 shall have been performed, and the Closure obtained.

7.3 Agreements Affecting the Property.

7.3.1 Contracts. After the Feasibility Period has expired, Conveying Party shall not enter into any new lease, property management agreement, or service contract affecting the Property or any part thereof that shall continue beyond the Close of Escrow, without the prior written approval of Acquiring Party.

7.3.2 Management of the Property. Conveying Party shall manage, or cause to be managed, the Property consistent with its current operating practices. Conveying Party shall not make any material physical change to the Property, or any part thereof, except as may be required by law, court order, or existing agreement or covenant, without the prior written approval of Acquiring Party.

7.3.3 Notices. Conveying Party shall promptly deliver to Acquiring Party copies of written default notices, notices of lawsuits, and notices of violations, if any such notices are received by Conveying Party.

7.3.4 Liens. Conveying Party shall not convey any interest in the Property and shall not voluntarily subject the Property to any additional liens or encumbrances.

7.4 Entitlements.

7.4.1 Danna Entitlements and 0.82 Portion Entitlements. With regard to the City Property, the City shall, in good faith and to the fullest extent permitted by law, expeditiously process and consider at duly noticed public hearings the Danna Entitlements, together with such other entitlements, approvals, amendments, changes, and other matters requested by Danna.

With regard to the 0.82 Portion (and the Woodward Remainder Property, as applicable), the City shall, in good faith and to the fullest extent permitted by law, expeditiously process and consider at duly noticed public hearings the 0.82 Portion Entitlements, as applicable, together with such Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 14 4920-3765-4984v1
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other entitlements, approvals, amendments, changes, and other matters requested by Danna pertaining to the 0.82 Portion (and the Woodward Remainder Property, as applicable).

7.4.2 City Entitlements. With regard to the Danna Property, the City shall, in good faith and to the fullest extent permitted by law, expeditiously process and consider at duly noticed public hearings the City Entitlements, together with such other entitlements, approvals, amendments, changes, and other matters desired by the City.

7.5 Storm Drainage. The City, at City’s sole cost and expense, shall provide the City Property, the Danna Property, the Woodward Remainder Property, the 0.82 Portion, the 0.18 Portion, and the Danna-McKinley Property with sufficient and lawful access to the regional storm drainage basin serving the area where the City Property, the Danna Property, the Woodward Remainder Property, the 0.82 Portion, the 0.18 Portion, and the Danna-McKinley Property are located, respectively, to accommodate the development of those parcels in accordance with the Danna Entitlements, the 0.82 Portion Entitlements, the City Entitlements, and any entitlements currently existing or obtained in the future for the Woodward Remainder Property (and the 0.82 Portion) and/or the Danna-McKinley Property, respective. The City represents, affirms and warrants that the existing and/or planned public storm drainage infrastructure has sufficient access and capacity to handle all stormwater runoff generated by the development of the City Property, the Danna Property, the Woodward Remainder Property, the 0.82 Portion, the 0.18 Portion, and the Danna-McKinley Property pursuant to the Danna Entitlements, the 0.82 Portion Entitlements, the City Entitlements, and any entitlements currently existing or obtained in the future for the Woodward Remainder Property, the 0.82 Portion, and/or the Danna-McKinley Property, respective. Such access shall include, without limitation, physical connection to the regional storm drainage basin facility, and the right to discharge all stormwater in compliance with applicable City, California and federal government regulations. The City shall, at City’s sole cost and expense, grant or facilitate the granting of any easements, permits, approvals and other items required to enable the City Property, the Danna Property, the Woodward Remainder Property, the 0.82 Portion, the 0.18 Portion, and the Danna-McKinley Property to utilize the regional storm drainage system in accordance herewith and in compliance with all requirements. The City shall not charge Danna any fee to connect the City Property, the Danna Property, the Woodward Remainder Property, the 0.82 Portion, the 0.18 Portion, or the Danna-McKinley Property to the regional storm drainage system. City’s obligations pursuant to this Section 7.5 shall survive the Close of Escrow or earlier termination of this Agreement.

7.6 LLA. The Parties agree that MCR Engineering, Inc., 1242 Dupont Court, Manteca, CA 95336, Phone 209-239-6229 (“MCR”), shall prepare all engineering drawings, surveys, site plans, and legal descriptions for the LLA, deed(s) for the LLA, and any other recordings for the LLA, together with all other survey and engineering work for the LLA (collectively, the “LLA Engineering Work”). At the request of either Party, Ron Cheek may assist with the LLA Engineering Work and any other engineering work related to the transactions contemplated by this Agreement. The City, at the City’s sole cost and expense, shall diligently (i) cause the LLA Engineering Work to be performed, subject to Danna’s reasonable approval, (ii) submit the LLA Application and all supporting documentation in accordance with the LLA Checklist to all applicable Governmental Authorities and pay all filing fees, engineering costs, and all other fees, costs and expenses for the LLA Application and the LLA, and (iii) seek approval of the LLA Application from all applicable Governmental Authorities. If Danna (or any entity comprising Danna) hires MCR or Ron Cheek or any other engineer or engineering company to perform all or any portion of the LLA Engineering Work or other engineering work related to the transactions contemplated by this Agreement, the City shall reimburse Danna for Danna’s out-of-pocket costs and expenses incurred in connection with such LLA Engineering Work or other engineering work, Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 15 4920-3765-4984v1
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the LLA Application (and supporting documentation), and/or the LLA, which reimbursement shall be paid by the City within fifteen (15) days following written demand therefor, or at Closing, at Danna’s discretion; which obligation shall survive the Closing or earlier termination of this Agreement. Danna may, from time to time in Danna’s discretion, invoice the City for such costs, expenses and other amounts to be reimbursed by the City pursuant to this Section 7.6. The Parties, or their respective representatives or designees, shall be co-applicants on the LLA Application, except the Hazardous Materials Affidavit which shall be signed solely by the City.

The adjusted lot line of the Danna Property and the 0.82 Portion shall be in the location shown on Exhibit G. Unless otherwise provided herein, the Parties shall reasonably cooperate with each other with regard to the LLA process. Danna shall be entitled to disapprove any LLA conditions or requirements imposed by the City or any other Governmental Authorities which would have, in Danna’s sole and absolute discretion, an adverse impact on Danna or the Woodward Remainder Property (and/or the 0.82 Portion) or any portion thereof. The City shall keep Danna regularly and promptly apprised of the status of the LLA Application and all matters related thereto and provide Danna with advance notice of all hearings and meetings involving the LLA. Danna, and/or its representatives or designees, shall be permitted to attend and participate in all hearings, meetings, and decision-making involving the LLA. The City agrees to waive all fees, including processing, application, and related fees, associated with the LLA. If this Agreement terminates for any reason prior to Closing, the Parties shall promptly cancel the LLA Application with the applicable Governmental Authorities, which obligation shall survive termination of this Agreement. The City and Danna shall execute and acknowledge a Notice of Lot Line Adjustment and/or other instrument(s), notices or documents to be recorded evidencing the LLA, if any, as may be required by the applicable Governmental Authorities and approved by the Parties.

7.7 Access to the City Property. The City, at the City’s sole cost and expense, shall provide (collectively, the “Access Requirements”): (i) direct access including a curb cut from Bronzan Road (both Eastbound and Westbound) into the Bronzan Property; (ii) direct access including a curb cut from Bronzan Road (both Eastbound and Westbound) into the McKinley Property; (iii) direct access including a curb cut from Southbound McKinley Avenue into the McKinley Property; and (iv) a turn lane or other turn improvements and signage sufficient for vehicles to turn from Northbound McKinley Avenue onto Westbound Bronzan Road. The curb cuts shall be in locations reasonably approved by Danna, subject to applicable laws. All approvals for and construction of the Access Requirements shall be completed by the City no later than one hundred eighty days (180) days following the Close of Escrow. The obligations of the City pursuant to this Section 7.7 shall survive the Closing or earlier termination of this Agreement.

7.8 Danna Improvement Work. Danna intends to make improvements (collectively, the “Improvements”) to: (i) the Woodward Remainder Property and the 0.82 Portion, (ii) the City Property, and (iii) the Danna-McKinley Property (collectively, the “Improvement Property”). The City covenants and agrees that it shall, to the extent allowable by applicable law, expedite (without additional cost, fee or charge to Danna) and approve the Improvements to the Improvement Property, and grant or facilitate the granting of any easements, permits, approvals, waivers, and other items required to enable Danna (or its contractors or successors-in-interest) to make the Improvements in accordance herewith. The City’s obligations pursuant to this Section 7.8 shall survive the Closing or earlier termination of this Agreement.

7.9 Right-of-Way Along Bronzan Road. The City acknowledges, covenants, warrants and agrees that no additional right-of-way dedication shall be required from the City Property along Bronzan Road in connection with any and all future development or improvement of said parcels. The existing right-of-way shall be deemed sufficient to satisfy all current and future City Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 16 4920-3765-4984v1
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requirements related to Bronzan Road frontage improvements for the City Property being acquired by Danna from the City pursuant to this Agreement. The provisions of this Section 7.9 shall survive the Closing.

7.10 Construction of CMU Wall. The City shall, at its sole cost and expense, construct an eight-foot (8’) tall concrete masonry unit (“CMU”) wall along the property line of the Danna Property and the 0.18 Portion being acquired by the City where it is contiguous to the Woodward Remainder Property and the 0.82 Portion. The CMU shall be constructed entirely on the Danna Property and the 0.18 Portion, and shall not encroach onto the Woodward Remainder Property or the 0.82 Portion, and the City shall comply with all then existing setback requirements from the property line of the Woodward Remainder Property and the 0.82 Portion. Construction of said CMU wall shall be completed prior to the issuance of any Certificate of Occupancy for any structure located on the Danna Property or the Woodward Remainder Property (and/or the 0.82 Portion) or any earlier deadline imposed by any Governmental Authorities or applicable law for completion of a CMU or other barrier along said property line. The CMU shall be planned and constructed in accordance with City standards for appearance, design, engineering, structural integrity, workmanship, quality of materials, soil compaction, footings, and durability, and shall be maintained in good condition and repair by the City, at the the City’s sole cost and expense. The provisions of this Section 7.10 shall survive the Closing.

7.11 One Acre Parcel. The City, at City’s sole cost and expense, shall diligently process in accordance with all applicable law, the subdivision of the School District Property to create the One Acre Parcel as set forth in this Agreement and depicted in Exhibits F and G, and shall cause the School District to convey good, marketable and insurable fee simple title to the One Acre Parcel to the City no later than October 31, 2026 (the “One Acre Deadline”), unless the Parties mutually agree in writing to extend such deadline in their respective sole and absolute discretion.

8. Close of Escrow.

8.1 Conveying Party's Deposits. At least one (1) business day before the Close of Escrow, Conveying Party shall deposit with Escrow Holder the following:

8.1.1 Grant Deed for Property. From Danna, an original duly executed and acknowledged Danna Property Grant Deed conveying the Danna Property to the City; and from the City, the original duly executed and acknowledged City Property Grant Deed(s) conveying the City Property and the 0.82 Portion to Danna.

8.1.2 Closing Costs. Funds in the amount necessary to pay Conveying Party's share of closing costs, as set forth in Section 8.3.

8.1.3 Settlement Statement. The Title Company’s settlement statement.

8.1.4 Affidavits. Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement, including reasonable affidavits and indemnities required by the Title Company and reasonably approved by Conveying Party (including any reasonable affidavits required in connection with an extended coverage title policy).

8.1.5 Additional Documents. Any other documents or funds reasonably required by Escrow Holder or Acquiring Party from Conveying Party for the Close of Escrow in accordance with this Agreement, or otherwise contemplated by this Agreement.

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8.2 Acquiring Party's Deposits. At least one (1) business day before the Close of Escrow, Acquiring Party shall deposit with Escrow Holder the following:

8.2.1 Closing Costs. Funds in the amount necessary to pay Acquiring Party's share of closing costs, as set forth in Section 8.3.

8.2.2 Settlement Statement. The Title Company’s settlement statement.

8.3.3 PCOR. An original duly executed preliminary change of ownership report for the Property.

8.2.4 Additional Documents. Any other documents or funds reasonably required by Escrow Holder or Conveying Party from Acquiring Party for the Close of Escrow in accordance with this Agreement, or otherwise contemplated by this Agreement.

8.3 Closing Costs and Fees. Notwithstanding anything to the contrary herein, the City shall pay all costs associated with the Close of Escrow for this property exchange and LLA, including but not limited to the standard CLTA or ALTA title premium for the Owner’s Policy, any State, County or local transfer taxes, all additional costs for any CLTA and ALTA Title Policy endorsements, one hundred percent (100%) of the Escrow Holder’s fees, all recording charges, and any miscellaneous closing costs customarily incurred in San Joaquin County. All other taxes, assessments, utility charges, and any other charges and credits with respect to the City Property, the 0.82 Portion, or the Danna Property shall be prorated as of the Close of Escrow (with Conveying Party to be responsible for the costs and charges which accrue prior to the Close of Escrow and Acquiring Party to be responsible for those costs and charges which accrue on or after the Close of Escrow).

8.4 At Close of Escrow, Escrow Holder shall:

8.4.1 Concurrently record the Danna Property Grant Deed and the City Property Grant Deed(s) with the San Joaquin County Clerk/Recorder; and

8.4.2 Issue the Title Policies.

9. Representations and Warranties of Conveying Party. Each Conveying Party hereby represents and warrants to each Acquiring Party as of the Effective Date that:

9.1 Authority of Conveying Party. Conveying Party is duly organized and validly existing and in good standing under the laws of the State of California and has the authority to own and convey the Property. This Agreement and all documents executed by Conveying Party which are to be delivered to Acquiring Party at the Close of Escrow are, or at the time of Close of Escrow, will be duly authorized, executed and delivered by Conveying Party. Conveying Party has the legal right, power and authority to enter into this Agreement and to consummate this transaction. Each person signing on behalf of a Party are duly authorized to execute this Agreement and to bind such Party, and has legal capacity to do so.

9.2 Enforceability. This Agreement and all documents required to be executed by Conveying Party are and shall be valid, legally binding obligations of and enforceable against Conveying Party in accordance with their terms and the execution and performance of this Agreement will not constitute a breach or violation of any other agreement of Conveying Party.

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9.3 No Rights Granted. Conveying Party has not granted any options or rights of first refusal to purchase or transfer the City Property, the 0.82 Portion or the Danna Property to any person or entity, and has not granted or entered into any unrecorded leases, easements, licenses, encroachment rights, rights of entry or other rights to use or occupy any portion of the City Property, the 0.82 Portion or the Danna Property with any person or entity that will continue beyond the Closing and has not been disclosed by the Conveying Party’s Property Documents or otherwise disclosed in writing or is otherwise actually known by the Acquiring Party.

9.4 Representations Regarding Hazardous Materials. To each Conveying Party's current actual knowledge, except as disclosed by the Conveying Party's Property Documents, or otherwise disclosed in writing to, or otherwise actually known by, the Acquiring Party, (i) there has been no production, storage or disposal at the Property of any Hazardous Materials by Conveying Party or by any previous owner or tenant of the Property; (ii) Hazardous Materials have not been dumped, buried, leaked, or otherwise released upon, in, or under the Property at any time during the Conveying Party's ownership of the Property; and (iii) there is no current proceeding or inquiry by any federal, state or local governmental agency with respect to any Hazardous Materials on the Property. “Hazardous Materials,” means any hazardous or toxic substance, material or waste that is (i) regulated by any local governmental authority, the State of California or the United States Government; (ii) defined as an “acutely hazardous waste,” “extremely hazardous waste,” “hazardous waste,” or “waste” under Sections 25110.02, 25115, 25117 or 25124 or listed pursuant to Sections 25141 and 25141.5 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control); (iii) defined as a “hazardous material,” “hazardous substance,” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (iv) defined as a “hazardous substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (v) petroleum; (vi) asbestos; (vii) listed under Chapter 10 of Division 4.5 of Title 22 or defined as “hazardous” or “extremely hazardous” pursuant to Division 21.5 of Title 26 of the California Code of Regulations; (viii) designated as a “hazardous waste” pursuant to Section 6903 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. section 6901 et seq.; (ix) defined as a “hazardous substance” pursuant to Section 9601 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. section 9601 et seq.; (x) any flammable substances or explosive; or (xi) any radioactive material.

9.5 No Litigation. There is no litigation, arbitration, or administrative proceeding pending or, to such Party’s current actual knowledge, threatened against such Party with respect to such Party’s Property or this Agreement.

10. Representations and Warranties of Acquiring Party. Each Acquiring Party hereby represents and warrants to each Conveying Party as of the Effective Date that:

10.1 Acquiring Party's Authority. Acquiring Party is duly organized and validly existing and in good standing under the laws of the State of California and has the authority to own and acquire the Property. This Agreement and all documents executed by Acquiring Party which are to be delivered to Conveying Party at the Close of Escrow are, or at the time of Close of Escrow, will be duly authorized, executed and delivered by Acquiring Party. Acquiring Party has the legal right, power and authority to enter into this Agreement and to consummate this transaction.

10.2 Enforceability. This Agreement and all documents required to be executed by Acquiring Party are and shall be valid, legally binding obligations of and enforceable against Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 19 4920-3765-4984v1
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Acquiring Party in accordance with their terms and the execution and performance of this Agreement will not constitute a breach or violation of any other agreement of Acquiring Party.

10.3 OFAC Compliance. Acquiring Party is currently in compliance with and shall at all times during the term of this Agreement remain in compliance with the regulations of the OFAC (including those named on OFAC’s Specially Designated and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

For purposes of Danna’s representations and warranties in Section 9 and 10 above, the phrase “to the current actual knowledge” of Conveying Party or Acquiring Party or phrases of similar import with respect to Danna shall mean the current actual knowledge as of the Effective Date of this Agreement of Peter D. Danna, without any investigation or duty of inquiry, and without any knowledge of any other person being imputed to Peter D. Danna. Neither Danna nor Peter D. Danna shall be charged with constructive, inquiry, imputed or deemed knowledge. In the event of any breach of any representation or warranty of Danna set forth herein or in any documents to be delivered to the City by Danna at the Closing, the City agrees that Peter D. Danna and Mary L. Danna shall not be personally liable for any damages, losses, liabilities, claims, costs or expenses suffered or incurred by the City in connection with such breach of such representation or warranty. The provisions of this paragraph shall survive the Close of Escrow or termination of this Agreement.

The representations and warranties of Conveying Party and Acquiring Party set forth in Sections 9 and 10, respectively, shall survive the Close of Escrow for a period of six (6) months, and each Party shall only be liable to the other Party hereunder for a breach of representation or warranty made by it herein with respect to which a claim is made in writing by a Party against the other Party before the end of such six (6) month period.

11. Remedies Upon Default.

11.1 Default by Conveying Party. Conveying Party shall be deemed to be in default under this Agreement if Conveying Party fails, for a reason other than Acquiring Party’s default hereunder or the failure of a condition precedent to Conveying Party’s obligation to perform hereunder, to meet, comply with, or perform in any material respect any covenant, agreement or obligation on its part required within the time limits and in the manner required in the Agreement, or there shall have occurred a material breach of any representation or warranty made by Conveying Party, provided, however, no such default shall be deemed to have occurred unless and until Acquiring Party has given Conveying Party written notice thereof, describing the nature of the default, and Conveying Party has failed to cure such default within eight (8) business days of receipt of such notice. If the default is not cured by the Conveying Party within eight (8) business days after the date the Conveying Party receives the notice, the Acquiring Party may elect, as its sole and exclusive remedy, to either (i) terminate this Agreement by written notice given to the Conveying Party in which event all obligations of Acquiring Party and Conveying Party under this Agreement (except for obligations that expressly survive the termination of this Agreement) shall cease, (ii) waive the default in writing, or (iii) enforce specific performance of the Conveying Party’s obligation to convey the Conveying Party’s Property. Acquiring Party shall only be entitled to bring a specific performance action against Conveying Party if Conveying Party breaches its obligation to convey the Property to Acquiring Party in accordance with this Agreement. The Acquiring Party shall be deemed to have elected to terminate this Agreement (as provided in subsection (i) above) if the Acquiring Party fails to deliver to the Conveying Party Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 20 4920-3765-4984v1
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written notice of its intent to file a cause of action for specific performance against the Conveying Party on or before twenty-one (21) days after written notice of termination from the Conveying Party or after the scheduled Closing Date, whichever shall occur first, or having given the Conveying Party notice (the “Action Notice”), fails to file a lawsuit asserting such cause of action within forty-five (45) days after the date of the Action Notice. Under no circumstances shall Conveying Party be liable to Acquiring Party for any consequential, special or exemplary damages, including, without limitation, lost profits, loss of business or lost income.

11.2 Default by Acquiring Party. Acquiring Party shall be deemed to be in default under this Agreement if Acquiring Party fails, for a reason other than Conveying Party’s default hereunder or the failure of a condition precedent to Acquiring Party’s obligation to perform hereunder, to meet, comply with or perform in any material respect any covenant, agreement or obligation on Acquiring Party’s part required within the time limits and in the manner required in this Agreement, or there shall have occurred a material breach of any representation or warranty made by Acquiring Party; provided, however, no such default shall be deemed to have occurred unless and until Conveying Party has given Acquiring Party written notice thereof, describing the nature of the default, and Acquiring Party has failed to cure such default within eight (8) business days of receipt of such notice. If the default is not cured by the Acquiring Party within eight (8) business days after the date the Acquiring Party receives the notice, the Conveying Party may elect, as its sole and exclusive remedy, to either (i) terminate this Agreement by written notice given to the Acquiring Party in which event all obligations of Acquiring Party and Conveying Party under this Agreement (except for obligations that expressly survive the termination of this Agreement) shall cease, or (ii) waive the default in writing. Under no circumstances shall Acquiring Party be liable to Conveying Party for any consequential, special or exemplary damages, including, without limitation, lost profits, loss of business or lost income.

11.3 Limit on Damages. If the Closing has occurred, Acquiring Party shall not be entitled to bring a claim against Conveying Party under or pursuant to this Agreement unless it constitutes any Excluded Claims (as defined in Section 5.4 above). In no event, however, shall Conveying Party be liable for damages based on any claims brought by Acquiring Party pursuant to the terms of the immediately preceding sentence in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) in the aggregate (the “Liability Cap”), except that such Liability Cap shall not be applicable to any claims of fraud asserted by Acquiring Party against Conveying Party. All other claims of Acquiring Party against Conveying Party shall be deemed waived to the extent provided in Section 5.4 above and in no event shall Conveying Party be liable to Acquiring Party for consequential, special or exemplary damages, including, without limitation, lost profits, loss of business or lost income. Acquiring Party shall not be entitled to bring any claim against Conveying Party for misrepresentation or breach of any warranty if and to the extent Acquiring Party had actual knowledge before Closing of the existence of such misrepresentation or breach of warranty and nevertheless elected to proceed to Closing.

11.4 Termination Procedure. Upon termination of this Agreement prior to Closing in accordance with Sections 11.1 or 11.2, the defaulting Party shall be responsible for all cancellation charges and escrow charges required to be paid to the Title Company. The provisions of this Section 11 shall survive the Close of Escrow or termination of this Agreement.

12. Assignment. This Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other, in their sole discretion.

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13. Brokers’ Fees. The Parties each hereby warrant to the other that no person or entity can properly claim a right to a commission, finder's fee or other compensation based upon contacts or understandings between such claimant and Danna or the City with respect to the transaction contemplated by this Agreement. If any broker or finder makes any claim for a commission or finder’s fee, the Party through which the broker or finder makes such claim shall indemnify, defend and hold the other Party harmless from all liabilities, expenses, losses, damages or claims (including the indemnified Party’s reasonable attorneys’ fees) arising out of such broker’s or finder’s claims.

14. Attorneys’ Fees. Should any litigation be commenced between the Parties hereto concerning the Property, this Agreement, or the rights and duties of either in relation thereto, the prevailing Party in such litigation shall be entitled, in addition to such other relief as may be granted, to its costs, including attorneys’ fees, and costs for such litigation and for executing upon or appealing any judgment. The provisions of this Section 14 shall survive the Close of Escrow or termination of this Agreement.

15. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California. In the event of litigation arising under this Agreement, venue shall reside exclusively in the Superior Court of the County of San Joaquin.

16. Notices. All notices, demands, consents, requests or other communications required to or permitted to be given pursuant to this Agreement shall be in writing, shall be given only in accordance with the provisions of this section, shall be addressed to the Parties in the manner set forth below, and shall be conclusively deemed to have been properly delivered and received by the receiving Party (a) upon receipt when hand delivered, (b) upon receipt when sent by email to the address set forth below, (c) upon the day of delivery if the notice has been deposited in an authorized receptacle of the United States Postal Service as first-class, registered or certified mail, postage prepaid, with a return receipt requested (provided that, the sender has in its possession the return receipt to prove actual delivery), or (d) upon actual delivery if deposited with any commercially-recognized overnight carrier that routinely issues receipts (provided that, the sending party receives a confirmation of actual delivery from the courier). The addresses of the Parties to receive notices are as follows:

If to the City: City of Manteca
Attn: Toni Lundgren
City Manager
1001 W. Center Street
Manteca, CA 95337
Telephone: (209) 456-8627
Email: [email protected]
With copy to: City Attorney’s Office
Attn: City Attorney
1001 W. Center Street
Manteca, CA 95337
Telephone: (209) 456-8551
Email: [email protected]
If to Danna: P.D. Danna, LLC
Attn: Pete Danna
520 E McGlincy Ln, #1
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Campbell, CA 95008
Telephone: 408-605-5922
Email: [email protected]
And: P.L. Danna, LLC
Attn: Mary Danna
3837 Castellina Way
Manteca, CA 95337
Telephone: 408-833-9796
Email: [email protected]
With copy to: Berliner Cohen LLP
Attn: Brad Hebert
10 Almaden Blvd, 11th Floor
San Jose, CA 95113
Telephone: (408) 286-5800
Email: [email protected]
If any notice is refused, the notice shall be deemed to have been delivered upon such refusal.

Any notice delivered after 6:00 p.m. (recipient's time) or on a non-business day shall be deemed delivered on the next business day. Notices given by a Party’s legal counsel shall be deemed given by that Party. A Party may change or supplement the addresses given above, or designate additional addressees, for purposes of this section by delivering to the other Party written notice in the manner set forth above.

17. Entire Agreement. This Agreement and the documents referenced herein contain the entire agreement between the Parties and this Agreement shall not be modified in any manner except by an instrument in writing executed by the Parties or their respective successors-ininterest.

18. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the Parties that all the other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the Parties.

19. Waivers. A waiver or breach of covenant or provision in this Agreement shall not be deemed a waiver of any other covenant or provision in this Agreement, and, except as otherwise expressly set forth herein, no waiver shall be valid unless in writing and executed by the waiving Party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act.

20. Construction. The section headings and captions of this Agreement are, and the arrangement of this instrument is, for the sole convenience of the Parties to this Agreement. The section headings, captions, and arrangement of this instrument do not in any way affect, limit, amplify, or modify the terms and provisions of this Agreement. The singular form shall include plural, and vice versa.

21. Exhibits and Recitals. The Exhibits referred in and attached to this Agreement are incorporated herein fully by this reference. The Recitals above are an integral part of this Agreement and are hereby incorporated in the body of this Agreement as if fully rewritten and restated herein.

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22. Time of the Essence. Time is of the essence in this Agreement.

23. Successors. This Agreement shall inure to the benefit of and shall be binding upon the Parties to this Agreement and their respective successors and permitted assigns.

24. Third-Party Rights. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties and their respective successors and permitted assigns, any rights or remedies.

25. Further Assurances. The City and Danna agree to execute such additional documents and take such additional actions which are consistent with, and as may be reasonable and necessary to carry out the provisions of this Agreement. The provisions of this Section 25 shall survive the Close of Escrow or termination of this Agreement.

26. Joint Drafting. Danna and the City acknowledge that this Agreement was negotiated at arm’s length, that independent counsel has represented each Party and that this Agreement has been drafted by both Parties and no one Party shall be construed as the draftsperson.

27. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same Agreement.

28. Effective Date. The “Effective Date” of this Agreement is the day that all of the following have been completed: (i) the last of the City or Danna executes and delivers or transmits this Agreement, or its signed counterpart of this Agreement, to the other Party as noted below its signature on the following page, and (ii) the City delivers or transmits to Danna a duly executed and dated copy of the Resolution adopted by the City Council for the City approving this Agreement.

29. Electronic Signatures. Signatures to this Agreement transmitted by email or other electronic transmission (including, but not limited to, DocuSign or similar service) shall be valid and effective to bind the party so signing. Each party agrees to endeavor to deliver an execution original to this Agreement with its actual signature to the other party, but a failure to do so shall not affect the enforceability of this Agreement, it being expressly agreed that each party to this Agreement shall be bound by its own emailed or electronically transmitted signature and shall accept the emailed or electronically transmitted signature of the other party to this Agreement.

30. Limited Liability. The obligations of Conveying Party shall not be personally binding upon, nor shall any resort be had to, the private properties of Conveying Party’s members or managers or any of their respective agents, employees, members, managers, partners, trustees, beneficiaries, heirs, officers, directors, shareholders, or affiliates.

31. Computation of Time. Any and all references in this Agreement to time periods which are specified by reference to a certain number of days refer to calendar days, unless “business days” is otherwise expressly provided. Therefore, if (a) the last date by which close of escrow is permitted to occur hereunder, or (b) any date by which either party hereto is required to provide the other party with notice hereunder or otherwise perform hereunder, occurs on a Saturday or a Sunday or a day in which banks are closed in California, then and in any of such events, such applicable date shall be deemed to occur, for all purposes of this Agreement, on that calendar day which is the next succeeding day, which is not a Saturday, Sunday or banking holiday. Any Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 24 4920-3765-4984v1
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time period to be computed pursuant to this Agreement shall be computed by excluding the first day and including the last day.

32. No Recording. Neither this Agreement or any memorandum or short form thereof may be recorded by either Party.

33. Exchange. Either Party may consummate the conveyance of the Property as part of a socalled like kind exchange (the “Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, provided that (i) Close of Escrow shall not be delayed or affected by reason of the Exchange, nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to either Party’s obligations under this Agreement; (ii) the Party electing to consummate this transaction as part of an Exchange (the “Electing Party”) shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iii) the other party (the “Accommodator”) shall not be required to take an assignment of the purchase agreement for the relinquished property or be required to acquire or hold title to any real property for purposes of consummating the Exchange; and (iv) the Electing Party shall pay any additional costs that would not otherwise have been incurred by the Accommodator had the Electing Party not consummated this transaction through the Exchange. The Accommodator shall not by this Agreement or acquiescence to the Exchange proposed by the Electing Party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the Electing Party that the Exchange in fact complies with Section 1031 of the Internal Revenue Code of 1986, as amended. The Electing Party hereby agrees to indemnify, defend and hold harmless the Accommodator from any claim, damage, liability, demand, cause of action, loss, cost, or expense (including, without limitation, reasonable attorney’s fees) the Accommodator may suffer or incur as a result of the Accommodator’s participation in the aforesaid Exchange or Exchanges. The covenants, obligations and indemnity contained in this Section 33 shall survive the Close of Escrow hereunder.

34. WAIVER OF JURY TRIAL. THE CITY AND DANNA HEREBY WAIVE, TO THE

MAXIMUM EXTENT PERMITTED BY LAW, TRIAL BY JURY IN RESPECT OF ANY ACTION IN CONNECTION WITH THE TRANSACTION HEREUNDER OR THIS AGREEMENT. THIS

WAIVER IS KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND WILLINGLY MADE BY THE PARTIES HERETO. THE PARTIES HERETO HEREBY REPRESENT THAT NO

REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR

ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THE CITY AND DANNA ARE EACH HEREBY AUTHORIZED TO FILE

A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL. EACH PARTY REPRESENTS THAT IT HAS BEEN REPRESENTED

IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY

INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE

REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT.
(Remainder of Page Intentionally Left Blank)
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The Parties hereto have executed this Agreement as of the dates below.

CITY: DANNA:

CITY OF MANTECA,
a general law city
BY: _____________________________
Gary Singh
Mayor
Date: ___________________________
ATTEST:

BY: _____________________________
Cassandra Candini-Tilton
City Clerk
REVIEWED AS TO FORM:

BY: _____________________________
Toni Lundgren
City Manager
APPROVED AS TO FORM:

BY: _____________________________
Name: ___________________________
Title: City Attorney
P.D. DANNA, LLC,
a California limited liability company
BY: _____________________________
Peter D. Danna
Manager
Date: ___________________________
P.L. DANNA, LLC,
a California limited liability company
BY: _____________________________
Mary L. Danna
Manager
Date: ___________________________
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Acceptance: The undersigned hereby accepts its appointment as Escrow Holder under the terms of the foregoing Agreement and agrees to follow the terms and provisions thereof as its escrow instructions in connection with the contemplated transactions.

First American Title Insurance Company
By: __________________________
Name: Teresa Woest
Title: Sr. Commercial Escrow Officer
Date: ________________________
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Exhibit List to Exchange Agreement
Exhibit A: Legal Description of the McKinley Property located at APN: 241-410-19 Exhibit B: Legal Description of the Bronzan Property located at APN: 241-410-20 Exhibit C: Depiction of the City Property
Exhibit D: Legal Description of the Woodward Property located at APN: 241-260-330 Exhibit E: Copy of Grant Deed for School District Property Exhibit F: Depiction of One Acre Parcel
Exhibit G: Depiction of Danna Property, 0.82 Portion and 0.18 Portion by LLA Exhibit H: LLA Checklist
Exhibit I: Form of Grant Deed for Danna Property Transfer to City by LLA of a Portion of APN: 241-260-330
Exhibit J: Form of Grant Deed(s) for City Property Transfer to Danna of APNs: 241-410- 19 and 241-410-20, and for 0.82 Portion Transfer to Danna by LLA Exhibit K: Danna’s Property Documents
Exhibit L: Form Notice of Feasibility Approval
Exhibit M: Form Notice of Feasibility Disapproval
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Exhibit A to Exchange Agreement
(Legal Description of the McKinley Property at APN: 241-410-19) The land referred to herein below is situated in the City of Manteca, County of San Joaquin, State of California, and is described as follows:

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Exhibit B to Exchange Agreement
(Legal Description of the Bronzan Property at APN: 241-410-20) The land referred to herein below is situated in the City of Manteca, County of San Joaquin, State of California, and is described as follows:

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Exhibit C to Exchange Agreement
(Depiction of the City Property)
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Exhibit D to Exchange Agreement
(Legal Description of the Woodward Property at APN: 241-260-330) The Land referred to herein below is situated in the City of Manteca, County of San Joaquin, State of California, and is described as follows:

LOT 9 AS SHOWN ON MAP ENTITLED "TRACT NO. 4073 OAKWOOD TRAILS, UNIT NO. 2, FILED FOR RECORD ON APRIL 20, 2021 IN BOOK 43 OF MAPS & PLATS, AT PAGE 165, SAN JOAQUIN COUNTY RECORDS.

For conveyancing purposes only: APN 241-260-330
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Exhibit E to Exchange Agreement
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Exhibit F to Exchange Agreement
(Depiction of One Acre Parcel)
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Exhibit G to Exchange Agreement
(Depiction of Danna Property, 0.82 Portion and 0.18 Portion by LLA) Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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Exhibit H to Exchange Agreement
(See attached LLA Checklist)
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D E VEL O PM EN T SER VI C ES DE P A RT M E NT

LOT LINE ADJUSTMENT APPLICATIONCHECKLISTAND

PROCEDURES
MMC: Chapter 16.19 Project Prefix: LLA
BACKGROUND:

The purpose of the Lot Line Adjustment is to relocate the property lines between four or fewer adjacent parcels, to yield the same, or fewer number of parcels within the same overall footprint of the initial parcels. Land use zoning and its requirements, set forth in Manteca Municipal Code, Title 17 must be consistent between the existing and proposed parcels, so that the created parcels are in conformance with the zoning specifications.

The application is reviewed and approved by the Development Services Director, based on the requirements of Title 16 and the requirements governing approval of Lot Line Adjustments set forth in the Subdivision Map Act, and the following findings must be made for approval of the action:

A. The parcels resulting from the lot line adjustment conform to the zoning ordinance and applicable building ordinances of the city.

B. No conditions or exactions are required to bring the project into conformance with the zoning ordinance and applicable building ordinances of the city, or to facilitate the relocation of existing utilities, infrastructure, or easements.

SUBMITTAL REQUIREMENTS CHECKLIST:
 Completed and signed Development Services Entitlement Application Form, Letter of Authorization, and Hazardous Materials Affadavit.
 Electronic copy (PDF) of a Plat Map illustrating all parcels involved and adjacent parcels.

The Exhibit Map shall be prepared by a Licensed Land Surveyor and should show the following:
o The owner(s) name(s), address(es), and Assessor Parcel Numbers of the lots or parcels proposed to be adjusted.
o Name of preparer, signed and sealed.
o Date prepared. If revised, date of revision.
o Title Block to read: Exhibit Map for Lot Line Adjustment or Resubdivision, and the legal description of the lots or parcels to be adjusted.
o Existing Zoning and General Plan designations of all parcels or lots being adjusted. o The Exhibit Map shall clearly show the existing parcels’:
1215 W. CENTER ST, SUITE 201 MANTECA, CA 95337 (209) 456-8500 www.manteca.gov
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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C. Designation (i.e., Parcel A, Lot 235, etc.)
D. Boundary Lines
E. Size
F. Assessors Parcel Numbers
G. Existing Easements
 The Exhibit Map shall also clearly show the proposed parcels’:
o Designation, if applicable (i.e., Parcel A-1, Lot 235-A, etc.) o Boundary lines, with bearings and distances, including distances to improvements
o Resulting size
o Proposed new easements and/or easements to be abandoned o If applicable, proposed Zoning and/or General Plan designation  Scale of the map (must be a standard Engineer’s scale, i.e., 1” = 10’, 1’ = 20’, etc.).  The surveyed location of all existing improvements within 100’ of the proposed parcel line(s) and their distance from the proposed parcel line(s) (i.e.: Buildings, wells, septic systems, leach lines, utility poles and lines, roads, utilities, easements, etc.).  Vicinity Map showing general location of parcels adjusted  Legal descriptions of existing and proposed parcels
 Current Condition of Title report for all affected parcels  Application Fee: Refer to current fee schedule at
https://www.manteca.gov/departments/development-services/planning/planning-feeschedule PROCESSING PROCEDURES:

1. Application is made via the City’s permitting portal website, Accela: https://acaprod.accela.com/MANTECA/Default.aspx

2. Upload completed Application Form, Exhibit Map, Legal Descriptions, and Condition of Title Reports to Accela.

3. Pay application fee.

4. Applicant will be informed by Development Services in writing within thirty calendar days of receipt of the application whether the application is complete or if additional information is needed.

5. Upon determination that the application is complete, theDevelopment Services Director has up to fifty calendar days to either approve, conditionally approve, or deny the lot line adjustment.
a. The Development Services Director will approve if the resulting parcels conform to the Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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zoning ordinance and applicable building ordinances of the city, and no conditions or exactions are required.
b. The Development Services Director will conditionally approve where conditions or exactions are needed to conform to local zoning or building ordinances, or to facilitate relocation of existing utilities, infrastructure, or easements. c. The Development Services Director will deny if the resulting parcels do not conform to the zoning ordinance or applicable building ordinances of the city and cannot be achieved through any reasonable set of conditions or exactions.

H. Written notice of the decision will be made within seven calendar days after the date of the decision to the applicant and any person included on the application.

I. The decision of the Development Services Director is final upon expiration of fourteen calendar days from and including the date of decision, unless an application appealing the decision is filed.

J. A “Notice of Lot Line Adjustment” will be prepared for the Development Services Director’s signature.

K. Engineering staff will record the Notice of Lot Line Adjustment at the County Recorder’s Office, along with a notary page, resultant parcel legal description(s), and a plat map. A second recording will include: Transfer Deed on a Grant Deed Form and Parcel Legal Description(s).

PRIOR TO RECORDATION:
 Prepare and submit final legal descriptions of the resultant parcel(s), final plat map, and closure calculations. The plat map for recordation must have the existing building and other major site features removed.
 Prepare and submit the new grant deed(s) in recordable form, containing the following language. All documents shall be prepared, stamped and signed by a licensed engineer or land surveyor.

This deed is being executed and recorded in compliance with California Government Code Section 66412(d) to fulfill requirements of City of Manteca Lot Line Adjustment No. recorded , 202_, as Document No.
, San Joaquin County Records.
 Submit a check payable to the San Joaquin County Recorder – Clerk to cover recording fees. A SJCo Recorder Clerk “Affidavit of Exemption from documentary transfer tax” may also be required at the time of recordation.
revised 12/2025
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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Exhibit I to Exchange Agreement
(See Attached Form of Grant Deed for Danna Property Transfer to City by LLA of a Portion of APN: 241-260-330)
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 1 4920-3765-4984v1
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NO FEE DOCUMENT
Government Code § 6103 & § 27383
Recording Requested By:

First American Title Company
Escrow #_______________
When Recorded, Mail To
and Mail Tax Statements To:
_____________
_____________
_____________
Attn: ________
(SPACE ABOVE FOR RECORDER'S USE)

LOT LINE ADJUSTMENT GRANT DEED
APN: _______________

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, GRANTOR(S) P.D. DANNA, LLC, a California limited liability company, and P.L. DANNA, LLC, a California limited liability company,
hereby GRANT(S) to CITY OF MANTECA, a general law city, the Grantee, the following described real property located in the City of Manteca, County of San Joaquin, State of California:

See the legal description set forth on Exhibit “A” and the plat map set forth on Exhibit “B” attached hereto and incorporated herein by this reference.

This Lot Line Adjustment Grant Deed is being recorded for the purpose of perfecting the legal description of the Resultant Lot ______ pursuant to City of Manteca Lot Line Adjustment Application Number ________, which has been approved by the City of Manteca. [This paragraph will be revised as appropriate based on the lot line adjustment process and requirements in the City of Manteca.]
[The Grantor(s)’ signatures are on the next page.]
Mail Tax Statements To: Same as Above
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 2 4920-3765-4984v1
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Dated: _____________, 20__. GRANTOR(S):

P.D. DANNA, LLC,
a California limited liability company
By: ___________________________
Name: Peter D. Danna
Its: Manager
P.L. DANNA, LLC,
a California limited liability company
By: ___________________________
Name: Mary L. Danna
Its: Manager
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Lot Line Adjustment Grant Deed, dated __________________, 202_, from __________________________________, to CITY OF MANTECA, a GENERAL LAW CITY, is hereby accepted by the undersigned officer or agent on behalf of CITY OF MANTECA pursuant to authority conferred by Resolution No. 202__-__ adopted _______________, 202_ by the City Council, City of Manteca, and the Grantee consents to recordation thereof by its duly authorized officer.

Dated: ___________, 202_ By:

Name: ___________________________________
Title: ___________________________________
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
)
COUNTY OF ____________ )
On ________________, 20__, before me, ___________________________________, a Notary Public, personally appeared _____________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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Exhibit A to Grant Deed
(See attached Legal Description)
[Note: to be attached by the parties.]
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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Exhibit B to Grant Deed
(See attached Plat Map)
[Note: to be attached by the parties.]
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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Exhibit J to Exchange Agreement
(See Attached Form of Grant Deed(s) for City Property Transfer to Danna of APNs: 241-410-19 and 241-410-20, and for 0.82 Portion Transfer to Danna by LLA) [The Parties acknowledge and agree that the form of Grant Deed set forth in this Exhibit J is for the conveyance of the City Property which does not involve a LLA. The grant deed for the conveyance by the City of the 0.82 Portion which does involve a LLA shall be similar to the Lot Line Adjustment Grant Deed set forth in Exhibit I.] Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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NO FEE DOCUMENT
Government Code § 6103 & § 27383
Recording Requested By:

First American Title Company
Escrow #_______________
When Recorded, Mail To
And Mail Tax Statements To:
_______________________
_______________________
_______________________
Attn: __________________
(THE ABOVE SPACE FOR RECORDER’S USE ONLY)

GRANT DEED
APNs: 241-410-19 and 241-410-20
The undersigned Grantor(s) declare(s):

Documentary Transfer Tax is $_______
( x ) computed on full value of property conveyed, or
( ) computed on full value less of liens and encumbrances remaining at time of sale. ( ) Unincorporated area: ( ) City of _____________________ FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, GRANTOR CITY OF MANTECA, a general law city,
hereby GRANTS to P.D. DANNA, LLC, a California limited liability company, and P.L. DANNA, LLC, a California limited liability company
that certain real property located in the City of Manteca, County of San Joaquin, State of California, as legally described in Exhibit A attached hereto and made a part hereof.

Dated: _______________, 20__ GRANTOR:
_____________________________,
a ____________________________,
By: __________________________
Name:__________________________
Title: __________________________
Mail Tax Statements To: Same as Above
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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

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

WITNESS my hand and official seal.

Signature ______________________________ (Seal)
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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Exhibit A to Grant Deed
(Legal Description of Property)
[Note: to be attached by the parties.]
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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Exhibit K to Exchange Agreement
Danna’s Property Documents
The following are the Danna’s Property Documents:

1. Oakwood trails improvement plans

2. Topographic survey prepared by VVH Consulting Engineers Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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Exhibit L to Exchange Agreement
(See attached Form Notice of Feasibility Approval)
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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[ACQUIRING PARTY NAME]
[ACQUIRING PARTY ADDRESS]
[ACQUIRING PARTY CITY, STATE, AND ZIP CODE]
[DATE]
[CONVEYING PARTY NAME]
[CONVEYING PARTY ADDRESS]
[CONVEYING PARTY CITY, STATE, AND ZIP CODE]
Re: Notice of Feasibility Approval
Assessor’s Parcel No. [XXX-XXX-XX]
Dear [CONVEYING PARTY],
Pursuant to the Land Exchange Agreement and Joint Escrow Instructions entered into by the Parties on _____________ __, 202__ (the “Agreement”), [ACQUIRING PARTY] (“Acquiring Party”) hereby provides written notice of the Feasibility Approval of the real property located at APNs: [XXX-XXX-XX] and [XXX-XXX-XX] (the “Real Property”). Capitalized terms used herein shall have the meaning set forth in the Agreement, unless otherwise defined herein. [ACQUIRING PARTY] hereby approves the condition, feasibility and suitability of the Real Property, and submits the same to the [CONVEYING PARTY] prior to the close of the Feasibility Period, being 6:00 PM on [LAST DATE OF FEASIBILITY PERIOD]. Acquiring Party does not waive any other contingencies, conditions of closing, or rights under the Agreement, nor any obligations or liabilities of Conveying Party.

Should [CONVEYING PARTY] have any questions, please do not hesitate to contact [ACQUIRING PARTY] at the address provided in the Agreement.

Very Truly Yours,
[ACQUIRING PARTY]
By:_______________________
[NAME]
[TITLE]
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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Exhibit M to Exchange Agreement
(See attached Form Notice of Feasibility Disapproval)
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D 4920-3765-4984v1
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[ACQUIRING PARTY NAME]
[ACQUIRING PARTY ADDRESS]
[ACQUIRING PARTY CITY, STATE, AND ZIP CODE]
[DATE]
[CONVEYING PARTY NAME]
[CONVEYING PARTY ADDRESS]
[CONVEYING PARTY CITY, STATE, AND ZIP CODE]
Re: Notice of Feasibility Disapproval
Assessor’s Parcel No. [XXX-XXX-XX]
Dear [CONVEYING PARTY],
Pursuant to the Land Exchange Agreement and Joint Escrow Instructions entered into by the Parties on or about _____________ __, 202__, [ACQUIRING PARTY] hereby provides written notice of the Feasibility Disapproval of the Real Property located at APN: [XXX-XXX-XX]. [ACQUIRING PARTY] hereby disapproves the condition, feasibility and suitability of the Real Property located at APN: [XXX-XXX-XX], and submits the same to the [CONVEYING PARTY] prior to the close of the Feasibility Period, being 6:00 PM on [LAST DATE OF FEASIBILITY PERIOD].

Should [CONVEYING PARTY] have any questions, please do not hesitate to contact [ACQUIRING PARTY] at the address provided in the Land Exchange Agreement and Joint Escrow Instructions.

Very Truly Yours,
[ACQUIRING PARTY]
By:_______________________
[NAME]
[TITLE]
Docusign Envelope ID: 685B9AA2-663E-8A82-83AA-EA95362F6A3D