Agenda packet — Pittsburg City Council, November 17, 2025 (part 3 of 3)

9 This will help to ensure that nesting BUOW are not cut off from foraging opportunities as work proceeds.

Buffer widths will then be determined on a case-by-case basis, based on biologist recommendations in consideration of the factors above and informed by the guidance in the 2012 Staff Report.

Additionally, if active nests are identified during preconstruction surveys, a construction monitoring plan will be developed and submitted for approval by the East Contra Costa Habitat Conservancy, consistent with HCP/NCCP requirements; if multiple nests are identified, monitoring plans for each nest will be tailored to that nest’s location and characteristics, per the factors above. (3) Capping of Open Pipes, Culverts, Etc.

To prevent Western Burrowing Owls and other wildlife from sheltering or nesting in exposed material stored on the site, all pipes, culverts, hoses, and similar materials greater than two inches offering potential refuges for wildlife will, if stored for a period exceeding 1 week, be capped or securely covered to prevent wildlife entry; pipes will be thoroughly inspected for wildlife prior to capping/covering, to prevent wildlife entrapment, and will be re-inspected prior to use; and if stored for less than 1 week, be thoroughly inspected for the presence of Burrowing Owl and other special-status wildlife prior to use.

Inspections may be conducted by contractor staff trained by the Data Center Project biologist.

2.10 Noise. Owner will minimize offsite, sensitive receptor noise impacts by using noise mitigation elements. Specifically, Owner must reduce noise through acoustic louvers, insulated wall panels around generators, low noise fans on roof-mounted mechanical equipment, and rooftop screening.

Whenever feasible, locate or park all stationary construction equipment as far from sensitive receptors as possible and direct emitted noise away from sensitive receptors, provided Owner is always compliant with the noise code.

Owner must certify that construction equipment has properly operating and maintained mufflers.

3. Mitigation for a Warehouse and/or Logistics Permitted Uses in Any Phase.

Any discretionary approval for a warehouse and/or logistics project constructed as part of any phase of the Project (each such project, the “Warehouse/Logistics Project”) shall include, as part of the required environmental review and MMRP, all of the mitigation measures set forth in

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10 this Section 3 of the Agreement. Owner shall request that the City incorporate these measures into the Mitigation, Monitoring and Reporting Plan (“MMRP”) for the applicable Warehouse/Logistics Project, and Owner shall adhere to these Section 3 measures. These measures shall be enforceable by and through this Agreement, in addition to by and through the MMRP. Any approval of a discretionary entitlement which relies upon these mitigation measures shall occur, if at all, prior to the issuance of any grading permits for any phase of a Warehouse/Logistics Project.

3.1 Rooftop Solar. Owner must construct and install on-site solar, with photovoltaic (“PV”) coverage of: (1) 90% of undisturbed roof area, where the need for other mechanical equipment, safety & access corridors, productivity, or proximity to mechanical systems that may impact Power Usage Effectiveness performance do not preclude solar installation, and (2) 90% of on-site parking spaces, excluding locations where building shading makes PV energy generation unproductive, or state or local safety requirements prevent the construction of parking shade structures.

For purposes of this provision, the productive area for PV systems will be those meeting the minimum requirements of Reference Joint Appendix JA11 of the 2022 California Energy Code. PV sizing will not be less than the smaller of (1) the PV system size determined by equation 140.10-A or (2) total of all solar access roof area multiplied by 14 W/SF. Owner will evaluate the solar access roof area for the building and solar access roof area and will not include any area that has less than 70 percent annual solar access.

3.2 Construction Measures. During construction of a warehouse/logistics center in Phase I, II, or III, Owner will require the following:
(a) Require all generators, and all diesel-fueled off-road construction equipment greater than 75 horsepower, to be zero-emissions or equipped with CARB Tier IV-compliant engines (as set forth in Section 2423 of Title 13 of the California Code of Regulations) or better by including this requirement in applicable bid documents, purchase orders, and contracts with successful contractors. After either (1) the completion of grading or, (2) the completion of an electrical hookup at the site, whichever is first, require all generators and all diesel-fueled off-road construction equipment, to be zero-emissions or equipped with CARB Tier IV- compliant engines (as set forth in Section 2423 of Title 13 of the California Code of Regulations) or better by including this requirement in applicable bid documents, purchase orders, and contracts with successful contractors. An exemption from these requirements may be granted by the City in the event that Owner documents that equipment with the required tier is not reasonably available and corresponding reductions in criteria air pollutant emissions are

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11 achieved from other construction equipment.5 Before an exemption may be considered by the City, Owner shall be required to demonstrate that at least two construction fleet owners/operators in the Pittsburg Region were contacted and that those owners/operators confirmed Tier 4 Final or better equipment could not be located within the Pittsburg Region. To ensure that Tier 4 Final construction equipment or better would be used during the proposed Warehouse/Logistics Project’s construction, Owner shall include this requirement in applicable bid documents, purchase orders, and contracts. Successful contractors must demonstrate the ability to supply the compliant construction equipment for use prior to any ground-disturbing and construction activities. (b) Provide electrical hook ups to the power grid as soon as available through the utility, rather than diesel-fueled generators, for contractors’ electric construction tools, such as saws, drills and compressors. Should the requisite grid connection not be available, Tier IV generators may be used.
(c) Use at least 20 percent of local or recycled building materials, in accordance with BAAQMD Best Management Practices.
(d) Limit idling times of 2 minutes or less.
(e) Require construction equipment to be turned off when not in use. (f) Recycle and/or salvage for reuse a minimum of 65 percent of the nonhazardous construction and demolition waste in accordance with Section 5.408.1 of the California Green Building Standards Code Part 11.
(g) All construction in Phase I, II, and III will comply with the standards set forth in the most recent California Green Building Standards Code in effect at the time each Warehouse/Logistics Project is approved.
(h) Use paints and architectural coatings for all interior painting that have volatile organic compound levels of less than 10 g/L.

3.3 Operation. During Warehouse/Logistics Project operation, Owner will comply with the following:
(a) All outdoor cargo handling equipment (including yard trucks, hostlers, yard goats, pallet jacks, forklifts, and landscaping equipment) shall be zero-emission vehicles.

Each building shall include the necessary charging stations or other necessary

5 For example, if a Tier 4 Final piece of equipment is not reasonably available at the time of construction and a lower tier equipment is used instead (e.g., Tier 4 interim), another piece of equipment could be upgraded from a Tier 4 Final to a higher tier (i.e., Tier 5) or replaced with an alternative-fueled (not diesel-fueled) equipment to offset the emissions associated with using a piece of equipment that does not meet Tier 4 Final standards.

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12 infrastructure for cargo handling equipment. The building manager or their designee shall be responsible for enforcing these requirements. (b) In anticipation of a transition to zero emissions truck fleets during the lifetime of the Warehouse/Logistics Project, install at least four heavy-duty truck vehicle charging stations on-site by 2035.
(c) Prior to certificate of occupancy, install conduit and infrastructure for Level 2 (or faster) electric vehicle charging stations on-site for employees for the percentage of employee parking spaces commensurate with Title 24 requirements in effect at the time of building permit issuance or charging stations equal to 50% of the total employee parking spaces in the building permit, whichever is greater. (d) Install HV AC and/or HEPA air filtration systems in all warehouse facilities. (e) Active warehouses must maintain enough electric vehicles (EVs), hydrogen, or other zero-emission vehicles during operation to account for at least 25% percent of their transport trucks.
(f) Include contractual language in tenant lease agreements requiring that any facility operator shall:
(1) Ensure that site enforcement staff in charge of keeping the daily log and monitoring for excess idling will be trained/certified in diesel health effects and technologies, for example, by requiring attendance at California Air Resources Board-approved courses (such as the free, one-day Course #512); (2) Be required to train managers and employees on efficient scheduling and load management to eliminate unnecessary queuing and idling of trucks. The building manager or their designee shall be responsible for enforcing these requirements;
(3) Be in, and monitor compliance with, all current air quality regulations for on- road trucks including CARB’s Heavy-Duty (Tractor-Trailer) Greenhouse Gas Regulation, Periodic Smoke Inspection Program (PSIP), and the Statewide Truck and Bus Regulation.

3.4 Biological Mitigation. Owner will implement the enumerated project design measures (PDMs) related to biological resources as filed with the CEC on February 29, 2024, modified only to the extent as may be required by the CEC. These include the following:
(a) Western Pond Turtle Protection: Prior to the start of construction or operation and maintenance activities, Owner shall ensure that a qualified biologist approved by the City of Pittsburg Community Development Director conducts a pedestrian preconstruction survey of the Warehouse/Logistics Project site and adjacent

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13 suitable habitat for western pond turtle. The survey shall be conducted no more than 24 hours prior to start of work, and shall include walking the work area limits and interior and investigating all areas that could be used by the species. If western pond turtle individuals are found, the biologist shall relocate them to suitable habitat outside the disturbance area and far enough away that they would not be expected to return. If the biologist determines that it is warranted, exclusion measures shall be implemented to prevent individuals returning to the active work site.
(b) Western Burrowing Owl Protection:

Prior to the start of construction or operations and maintenance activities, Owner shall ensure that the following mitigation measures are in place:
(1) Surveys
A qualified (CDFW-approved) biologist will conduct planning surveys to identify suitable burrowing owl habitat within the Warehouse/Logistics Project site and a 1,625-foot-wide (500-meter-wide) buffer. The entirety of the Warehouse/Logistics Project site and lands legally accessible to the applicant will be surveyed on foot, using pedestrian survey transects and survey methodology per guidance in the 2012 Staff Report. Lands owned/controlled by others will be surveyed via spotting scope, to the extent feasible given existing topography, vegetation, and structures
Conduct preconstruction surveys of identified suitable habitat, consistent with East Contra Costa HCP/NCCP requirements, and taking into account additional guidance for determinations of presence/absence provided in the 2012 Staff Report.

Western Burrowing Owl surveys will include breeding season surveys for nesting owls during the nesting season (February 1 to August 31) prior to the anticipated construction start date, and may additionally include surveys for wintering burrowing owls during the wintering season (September 1 to January 31).

Preconstruction surveys for Western Burrowing Owl will also be conducted per the HCP/NCCP, no more than 30 days prior to the start of construction.

All surveys will be conducted by qualified (CDFW-approved) biologists as required by the HCP/NCCP.
(2) Buffers for Active Nests
If active Western Burrowing Owl nest burrows are identified during preconstruction surveys, they will be assessed on a case-by-case basis for distance

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14 to existing sources of disturbance (e.g., homes, roadways), and the level of existing disturbance (presence of existing visual/noise screening between burrow location and work area due to topography, vegetation, structures, etc.). This will provide a better understanding of how acclimated the nesting pair may be to disturbance, and whether there are inherent parameters that will reduce Warehouse/Logistics Project-related disturbance.

Assessment will also consider the type of habitat that would be affected in proximity to the nest if work proceeds, and the types of habitat that would remain.

This will help to ensure that nesting BUOW are not cut off from foraging opportunities as work proceeds.

Buffer widths will then be determined on a case-by-case basis, based on biologist recommendations in consideration of the factors above and informed by the guidance in the 2012 Staff Report.

Inspections may be conducted by contractor staff trained by the Warehouse/Logistics Project biologist.

4. General Provisions.

4.1 Non-Interference. With respect to the Phase I Data Center (including associated infrastructure), the Center covenants not to challenge or oppose the implementation of the Data Center, which means, the Center shall not itself as a group, demand or object, nor advocate that any individual members object, or support (monetarily or otherwise) any other

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15 party in objecting, in any administrative, regulatory or legal proceeding (including any administrative hearing or proceeding, administrative appeal, arbitration, judicial challenge, referendum, initiative, or moratorium), nor take any action whatsoever that is intended to or would have the effect of delaying, impairing, prohibiting or interfering with any part or all of the development, construction, operation or decommissioning of the Data Center (including associated infrastructure), permitting approval or authorization thereof, so long as Owner, or its permitted assignee remains in substantial compliance with the terms of this Agreement and the City’s, or any other governing agencies’ required approvals. For the avoidance of doubt, this includes the California Energy Commission (CEC), as well any subsequent City approvals to implement the Data Center, such as a development agreement, which development agreement does not prevent the Data Center from remaining in substantial compliance with the terms of this Agreement.

Nothing in this Agreement shall prevent the Center from litigating or contesting a subsequent application for substantial changes to the Project or the EIR, or from engaging in, commenting on, and/or opposing approval of Phases 2 and 3 of the Project described in the Environmental Impact Report.

Further, nothing in this Agreement prohibits the Center from commenting on, supporting, and/or opposing proposed actions by any governmental authority that is generally applicable and not directly related to the development of the Project, even though such proposed agency actions may have an impact on the Project, due to the general applicability of such proposed actions by any Governmental Authority. Examples of governmental actions of general applicability that the Center is free to comment on, support and/or oppose include but are not limited to rules promulgated by local air district related to emissions; regulations promulgated by California agencies related to emissions; approvals for regional transportation plans; approvals of urban water management plans; listing decisions for threatened and endangered species; and the regulation of industrial equipment.

In the event that Owner or the City believes the Center to be in violation of its obligations under this Section 4.1, Owner shall provide the Center with written notice of any alleged breach of this term, and if there is a breach, the Center shall have thirty (30) days from the date notice is given to cure the breach. Specific performance is the sole remedy for any breach of this Section 4.1. If the Center does not cure the breach within 30- days, and (a) Owner brings a court action to enforce this Section 4.1, (b) the court issues a final judgement finding the Center to be in material breach of this Section 4.1, that shall fully excuse Owner and City from performing any remaining obligations under this Agreement.

4.2 Release of Claims. Except for the obligations provided herein, the Center does, and agrees to cause each of its representatives, agents, attorneys, successors and assigns to, hereby

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16 unconditionally release, acquit and forever discharge the City, the Owner, and each of its representatives, attorneys, agents, successors and assigns from any and all claims, demands, injuries, actions, causes of action, either at law or in equity or of any kind, nature or description, known or unknown, which the Center has had in the past or has up through the date of this Agreement against the City or Owner arising out of, based upon, or relating directly to the City’s approval of the Project.

Accordingly, the Center hereby waives the provision of California Civil Code section 1542, which provides as follows:

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.

4.3 Conflicts. The commitments to the terms and conditions for the Data Center represent the best efforts by Owner to commit to specific design and mitigation measures. However, to the extent that the CEC, or any other government agency having jurisdiction, mandates a design or mitigation measure that conflicts with this Agreement, the CEC or government mandate will supersede and will govern, and the Parties agree that compliance with the superseding requirement will not be a breach of this Agreement. Owner agrees to provide a copy of the Agreement to any government agency having jurisdiction over the Project who may mandate a design or mitigation measure that conflicts with this Agreement and attempt to work with such agency to reconcile such mandates with this Agreement such that they do not conflict.

4.4 Successorship and Survivability. Owner shall have the right at any time, without need for the Center’s prior consent, to assign or convey all or any portion of this Agreement to an assignee or assignees, on an exclusive or nonexclusive basis, or to mortgage or collaterally assign all or any part of its interest in this Agreement and its rights hereunder to any entity without the consent of the Center.

This Agreement is and shall be binding and legally effective upon (i) any successor to Owner, whether by merger, consolidation, acquisition or otherwise, and (ii) any person or entity that acquires all or any portion of Owner’s right, title or interest in all or any portion of the Project whether by sale, lease, or other transfer, or contribution to partnership, joint venture or other entity. Any transaction described in (i) or (ii) shall include an express assumption of the obligations and undertakings of Owner in this Agreement, including this successorship provision. Within sixty (60) days following the close of any transaction described in (i) or (ii), Owner shall provide the Center with written notice thereof and an original, executed assumption of this Agreement by the successor entity.

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17 The Parties agree that Owner shall be released from all obligations under this Agreement with respect to all or any portion of the Project and shall have no liability for any breach of this Agreement by a successor, upon the Center’s receipt of a fully executed express assumption of the obligations and undertakings of Owner in this Agreement by a successor entity that has acquired Owner’s right, title or interest in the Project as set forth in this Successorship and Survivability clause.

4.5 No Admission. It is understood and agreed that this settlement is the compromise of disputed claims, and that the terms and conditions recited hereinabove are not to be construed as an admission of liability on the part of the Parties hereby released, and that said Parties deny liability therefore and intend merely to avoid litigation.

4.6 Entire Agreement. This Agreement contains all representations and the entire understanding among the Parties with respect to the subject matter of this Agreement. Any prior correspondence, memoranda, or agreements, whether or not such correspondence, memoranda or agreements are in conflict with this Agreement, and whether written or oral, are intended to be replaced in total by this Agreement. Each Party warrants and represents that no representative of any other Party has made any oral representations or oral agreements not contained in this Agreement. Each Party further warrants and represents that it has not relied upon any oral statements or promises made by any representative of any other Party to this Agreement in executing this Agreement.

4.7 Counterparts. This Agreement may be executed in counterparts and each counterpart when executed shall have the efficacy of a signed original. Delivery of a copy of this Agreement bearing an original signature by facsimile transmission, electronic mail in “portable data format” form, or by DocuSign or similar system shall have the same effect as physical delivery of the paper document bearing the original signature.

4.8 Stay and Effective Date. The Parties intend to jointly apply for, and obtain, an order of the court staying proceedings in the Lawsuit until 31 days after the Implementation Date. The effective date of this Agreement shall be the date, after the last Party to sign the Agreement has executed its signature (the “Effective Date”.) If the Court has not entered a stay of proceedings in this Lawsuit consistent with this section within 60 days after the last Party has executed the Agreement, the Parties shall meet and confer.

4.9 Severability. In the event any of the provisions of this Agreement are deemed to be invalid or unenforceable, those provisions shall be severable from the remainder of the Agreement and shall not cause the invalidity or unenforceability of the balance of the Agreement.

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18 4.10 Joint Preparation. This Agreement shall be deemed to have been jointly prepared by the Parties and shall not be construed against any Party in the event of any claimed uncertainty or ambiguity. The Parties acknowledge that each Party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendment or exhibits hereto.

4.11 No Third Parties. This Agreement is made and entered into for the sole protection and benefit of the Parties and their successors and assigns. No other person shall have or acquire any right or action based upon any provisions of this Agreement. There are no intended third- party beneficiaries.

4.12 Warranty of Authority. The Parties, and each of them, represent and warrant to the other Parties hereto that the individual signatories to this Agreement have authority to execute this Agreement and to release claims as outlined by this Agreement, on behalf of themselves and the entities on whose behalf they purport to act, and have obtained all necessary approvals.

Each Party executing the Settlement Agreement represents and warrants that no other person or entity had, nor now has, any interest in any of the claims, demands, obligations, or causes of action referred to in this Settlement Agreement and to deliver and receive the settlement consideration specified herein; and that each Party has not sold, assigned, transferred, conveyed, hypothecated or otherwise disposed of any of the claims, demands, obligations, or causes of action referred to in this Settlement Agreement.

4.13 Amendment. No amendment to this agreement shall be permitted, except by the mutual written consent of the Parties.

4.14 Notice. All notices required under this Agreement must be in writing, and may be given either personally, by overnight delivery by nationally recognized overnight courier service or by email. Any Party hereto may at any time, by giving ten (10) days’ written notice to the other Parties hereto, designate any other person or address in substitution of the address to which such notice shall be given. Such notices shall be given to the Parties at their addresses set forth below:

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19 If to the City:

Jordan Davis
Director, CEDD and PPC
City of Pittsburg
65 Civic Avenue
Pittsburg, CA 94565
[email protected]

If to Owner and/or ADP:

Mark McComiskey
Partner
A V AIO Management, LP
107 Elm St – Suite 501
Stamford, CT 06902
[email protected]
With a copy to:

Donna Mooney
City Attorney, City of Pittsburg
65 Civic Avenue
Pittsburg, CA 94565
[email protected]
(925) 252-4007
[email protected]

With a copy to:

Andrew B. Sabey
Cox, Castle & Nicholson LLP
50 California Street, Suite 3200
San Francisco, CA 94111
(415) 262-5103
[email protected]

If to the Center:

Meredith Stevenson
Center for Biological Diversity
2100 Franklin St., Suite 375
Oakland, CA 94612
(510) 844-7100
[email protected]

With a copy to:

Theresa Rettinghouse
Center for Biological Diversity
2100 Franklin St., Suite 375
Oakland, CA 94612
(510) 844-7100
[email protected]

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20 4.15 Applicable Law. This Settlement Agreement shall be construed an interpreted in accordance with the laws of the State of California.

4.16 Cooperation. The Parties to this Settlement Agreement will cooperate in all manners necessary to effectuate the terms of this Settlement Agreement including, but not limited to, executing all necessary documents.

4.17 No Waiver on Delay or Failure to Perform. Unless otherwise expressly provided in this Agreement, no waiver by a Party of any provision hereof shall be deemed to have been made unless expressed in writing and signed by such Party. No delay or omission in the exercise of any right or remedy accruing to either Party upon any breach under this Agreement shall impair such right or remedy or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by a Party of any breach of any term, covenant or condition herein stated shall not be deemed to be a waiver of any other term, covenant, or condition.

4.18 No Monetary Damages. Except to the extent this Agreement expressly obligates a Party to pay money, including attorneys’ fees and costs, no Party shall seek or be entitled to any monetary damages in the event of any breach or default under this Agreement. If any action, or proceeding is brought to enforce the terms of this Agreement, the Party prevailing in that action or proceeding shall be entitled to recover from the Party not prevailing all of its reasonable costs, expenses, and attorneys’ fees incurred therein.

4.19 Compliance with Laws. This Settlement Agreement is not a permit, or a modification of any permit, under any federal, State, or local laws or regulations. Developer is responsible for achieving and maintaining complete compliance with all applicable federal, State, and local laws, regulations, and permits, and Developer’s compliance with this Settlement Agreement shall be no defense to any action commenced pursuant to any such laws, regulations, or permits, except as set forth herein. The People do not, by consent to the entry of this Settlement Agreement, warrant or aver in any manner that Developer’s compliance with any aspect of this Settlement Agreement will result in compliance with provisions of State or local laws, regulations, or permits.

4.20 Captions. The captions/titles of the various Sections in this Agreement are for convenience and organization only and are not intended to be any part of the body of this Agreement, nor are they intended to be referred to in construing the provisions of this Agreement.

4.21 Exhibits. All exhibits referenced in this Agreement are attached hereto and made a part of and incorporated herein.

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21 4.22 Days. Except as otherwise noted, all references to days shall be to calendar days.

4.23 Joint Obligation. The obligations imposed by this Agreement upon the entities that comprise “Developer” shall be joint and several.

[Signature Page to Follow]

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22 IN WITNESS WHEREOF, the Parties hereto have executed one or more copies of this Agreement as of the Effective Date.

PITTSBURG DATA HUB, LLC:

By:

Name: Mark McComiskey
Title: President

AVAIO DIGITAL PARTNERS I, LLC:

By: AVAIO Digital Management, LLC, its Manager
By:

Name: Mark McComiskey
Title: President

CITY OF PITTSBURG AND CITY COUNCIL OF THE CITY OF PITTSBURG:

By:

Name:

Title:

APPROVED AS TO FORM:

CITY OF PITTSBURGH AND
CITY COUNCIL OF THE CITY OF PITTSBURGH:

OFFICE OF THE CITY ATTORNEY
By:

Name: Donna R. Mooney
Title: City Attorney

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23 CENTER FOR BIOLGICAL DIVERSITY

By:________________________
Name: _____________________
Its:________________________

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Exhibit 1
Tentative Map

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VESTING TENTATIVE SUBDIVISION MAPPITTSBURG TECHNOLOGY CENTERTRACT NO. XXXXXX

SHEET INDEX
VESTING TENTATIVESUBDIVISION MAPTRACT NO. XXXXXXFORPITTSBURG TECHNOLOGY CENTER2232 GOLF CLUB ROAD, PITTSBURG, CA 94565LEGAL DESCRIPTION PER TITLE REPORT

VICINITY MAPPITTSBURG,CALIFORNIA
NOT TO SCALESite
TM1.0COVER SHEET

PROJECT DATA

UTILITY PURVEYORSLEGEND

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4113.76
5162.45
8217.40
WEST LELAND ROADGOLF CLUB ROAD∆
VESTING TENTATIVE SUBDIVISION MAPPITTSBURG TECHNOLOGY CENTERTRACT NO. XXXXXX NORTH
TITLE REPORT EXCEPTIONSLEGENDTREE TABLETree #Common NameBotanical NameDBH (in.)1Balckwood AcaciaAcacia Melanoxylon19.72Mexican Fan PalmWashingtonia robusta17 3Mexican Fan PalmWashingtonia robusta19 4Italian Stone PinePinus pinea35¹ 5Italian Stone PinePinus pinea47¹ 6Mexican Fan PalmWashingtonia robusta25 7Black CottonwoodPopulus trichocarpa45² 8Mexican Fan PalmWashingtonia robusta18.79Aleppo PinePinus halepensis17.910Aleppo PinePinus halepensis24.5²11Aleppo PinePinus halepensis19.712Aleppo PinePinus halepensis18.8¹13Italian Stone PinePinus pinea32.714Italian Stone PinePinus pinea23.3, 1315Italian Stone PinePinus pinea19 16Italian Stone PinePinus pinea32¹ 17Italian Stone PinePinus pinea25 18Italian Stone PinePinus pinea32 19Silver Dollar EucalyptusEucalyptus polyanthemos14.820Silver Dollar EucalyptusEucalyptus polyanthemos18.721Silver Dollar EucalyptusEucalyptus polyanthemos21.222Silver Dollar EucalyptusEucalyptus polyanthemos12.3, 1523Silver Dollar EucalyptusEucalyptus polyanthemos25.524Stone PinePinus pinea31.3¹25Silver Dollar EucalyptusEucalyptus polyanthemosMulti‐stemmed TREE TABLETree #Common NameBotanical NameDBH (in.)26EucalyptusEucalyptus spp.26 27EucalyptusEucalyptus spp.19.328EucalyptusEucalyptus spp.23.429EucalyptusEucalyptus spp.14.330EucalyptusEucalyptus spp.29.231Peruvian PepperSchinus molle16.5³32Peruvian PepperSchinus molle14, 16.5²33Deodar CedarCedrus deodara19.234Aleppo PinePinus pinea35.5²35Monterey PinePinus radiata26¹ 36FigFicus caricaMulti‐stemmed37Canary Island PinePinus canariensis17.638Aleppo PinePinus halepensis25.239Aleppo PinePinus halepensis17 40Valley OakQuercus lobata17 41Aleppo PinePinus halepensis21.742Aleppo PinePinus halepensis16.5¹43Aleppo PinePinus halepensis30² 44Aleppo PinePinus halepensis18.345Peruvian PepperSchinus molle19.846Shamel AshFraxinus uhdei22.547Shamel AshFraxinus uhdei22 48Aleppo PinePinus halepensis26.549Peruvian PepperSchinus molle23 50Shamel AshFraxinus uhdei22 TREE TABLETree #Common NameBotanical NameDBH (in.)51Aleppo PinePinus halepensis30¹ 52Peruvian PepperSchinus molle27 53Shamel AshFraxinus uhdei14 54Peruvian PepperSchinus molle27.355Shamel AshFraxinus uhdei18.656Shamel AshFraxinus uhdei15.657Aleppo PinePinus halepensis16.1, 16.258Aleppo PinePinus halepensis27.5¹59Shamel AshFraxinus uhdei21.360EucalyptusEucalyptus spp.16.561Shamel AshFraxinus uhdei20.762Shamel AshFraxinus uhdei21.2⁴63Shamel AshFraxinus uhdei20.964Shamel AshFraxinus uhdei15.765Shamel AshFraxinus uhdei15.866Shamel AshFraxinus uhdei14.467AshFraxinux spp.19.868AshFraxinux spp.23.469Black CottonwoodPopulus trichocarpa48 70Peruvian PepperSchinus molle32⁴ 71Raywood AshFraxinus angustifolia'Raywood'18.172Raywood AshFraxinus angustifolia'Raywood'18.173Raywood AshFraxinus angustifolia'Raywood'11.774Shamel AshFraxinus uhdei20 75Peruvian PepperSchinus molle25.5 ¹: Measured at 36 inches above level grade.²: Measured at 24 inches above level grade.³: Measured at near grade.⁴:Measured at 12 inches above level grade.

NOTETREE REMOVALS
TM2.0EXISTING CONDITIONS

ABBREVIATIONS

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GOLF CLUB ROAD
WEST LELAND ROADGOLF CLUB ROADPARCEL 577,199 SF
PARCEL 23 STORY DATA CENTER680,783 SF
PARCEL 942,458 SFPARCEL 8256,501 SF
PARCEL 11957,598 SF
PARCEL 483,525 SFPHASE 1
PARCEL 1232,537 SF
PARCEL 7150,776 SFPARCEL 6826,086 SF

FUTURE PHASE

FUTURE PHASE
44' EVAE AND PUE
30' LIMITEDRIGHT-OF-WAY,SEE NOTE 1
PUE
20' EVA
10' PUBLIC SEWEREASEMENTEVA / EVAE

EVA / EVAE
EVA / EVAE10' PUBLIC STORMDRAIN EASEMENT
PARCEL 10100,793 SF
RETAINING WALL,HEIGHT VARIES,6' MAX
10' PRIVATE RECYCLEDWATER EASEMENT
PARCEL 3SUBSTATION57,572 SF

PUBLIC WATER LINEEASEMENT (FOR EXISTINGWATER MAINS), WIDTH VARIES 10' PRIVATE RECYCLEDWATER EASEMENT
±∆ ±∆±∆
±∆±∆±∆±∆±∆
±∆ ±∆
20' EVA TO BEPRIVATELY MAINTAINED

GOLF CLUB ROAD
RETAINING WALL, HEIGHT VARIES,16' MAX, SEE NOTE 2.RETAINING WALL, HEIGHT VARIES,13' MAX, SEE NOTE 2.

BTM3.0
ATM3.0 PARCEL 1SUBSTATION 61,383 SF
CTM3.0
(PRIVATEROADWAYWITH PUE)
(PRIVATEROADWAYWITH PUE)
10' PUBLIC STORMDRAIN EASEMENT
PUBLIC DRAINAGEEASEMENT, SEENOTE 3.10' PUBLIC STORMDRAIN EASEMENT PUBLIC DRAINAGEEASEMENT, SEE NOTE 3. (PRIVATEROADWAYWITH PUE)
PARCEL 13396,818 SF
PARCEL 14133,525 SF
PARCEL 15210,150 SF
PARCEL 16155,385 SFPARCEL 17211,137 SF
VESTING TENTATIVE SUBDIVISION MAPPITTSBURG TECHNOLOGY CENTERTRACT NO. XXXXXX NORTHTM3.0SITE PLAN ANDPARCELIZATION PLAN -OPTION 1
SECTION A: GOLF CLUB ROAD EXTENSION

ABBREVIATIONSLEGEND
SECTION B: GOLF CLUB ROAD EXTENSIONSECTION C: EVA ROADNOTES

Page 294 of 355 ends

GOLF CLUB ROAD
WEST LELAND ROADGOLF CLUB ROADPARCEL 577,199 SF
PARCEL 942,458 SFPARCEL 8256,501 SF
PARCEL 11957,598 SF
PHASE 1
PARCEL 1232,537 SF
PARCEL 7150,776 SFPARCEL 6826,086 SF

FUTURE PHASE

FUTURE PHASE
30' LIMITEDRIGHT-OF-WAY,SEE NOTE 1
PUE
20' EVA
10' PUBLIC SEWEREASEMENTEVA / EVAE

EVA / EVAE
EVA / EVAE10' PUBLIC STORMDRAIN EASEMENT

PROPOSED ROADWAY
PARCEL 10100,793 SF
RETAINING WALL,HEIGHT VARIES,6' MAX
10' PRIVATE RECYCLEDWATER EASEMENT
PARCEL 3SUBSTATION57,572 SF

PUBLIC WATER LINEEASEMENT (FOR EXISTINGWATER MAINS), WIDTH VARIES 10' PRIVATE RECYCLEDWATER EASEMENT
24' ROADWAY TO BEPRIVATELY MAINTAINED
±∆ ±∆±∆
±∆±∆±∆±∆±∆
±∆ ±∆
44' ROADWAY EASEMENTRETAINING WALL, HEIGHT VARIES,16' MAX, SEE NOTE 2.RETAINING WALL, HEIGHT VARIES,13' MAX, SEE NOTE 2.

BTM3.1
ATM3.1
PARCEL 23 STORY DATA CENTER680,783 SF
PARCEL 483,525 SF
PARCEL 1SUBSTATION 61,383 SF
CTM3.1
(PRIVATEROADWAYWITH PUE)
(PRIVATEROADWAYWITH PUE)
10' PUBLIC STORMDRAIN EASEMENT
PUBLIC DRAINAGEEASEMENT, SEENOTE 3.10' PUBLIC STORMDRAIN EASEMENT PUBLIC DRAINAGEEASEMENT, SEE NOTE 3. (PRIVATEROADWAYWITH PUE)
PARCEL 13396,818 SF
PARCEL 14133,525 SF
PARCEL 15210,150 SF
PARCEL 16155,385 SFPARCEL 17211,137 SF
VESTING TENTATIVE SUBDIVISION MAPPITTSBURG TECHNOLOGY CENTERTRACT NO. XXXXXX NORTHTM3.1SITE PLAN ANDPARCELIZATION PLAN -OPTION 2
SECTION A: GOLF CLUB ROAD EXTENSIONSECTION B: PROPOSED ROADWAYSECTION C: PROPOSED ROADWAY

ABBREVIATIONSLEGEND
NOTES

Page 295 of 355 ends

VAN

GOLF CLUB ROAD

CONTRA COSTA CANAL
PARCEL 5
PARCEL 23 STORY DATA CENTER
PARCEL 3SUBSTATION
PARCEL 9PARCEL 8
PARCEL 11
PARCEL 4
PARCEL 12
PARCEL 7
PARCEL 5
PARCEL 10

APPROXIMATEDEVELOPMENTFOOTPRINT FORFUTURE PHASE

APPROXIMATEDEVELOPMENTFOOTPRINT FORFUTURE PHASE
PROPOSED WALL,MAX HEIGHT (6 FT)
PROPOSED WALL,MAX HEIGHT (17 FT)
PROPOSED WALL,MAX HEIGHT (3 FT)
PROPOSED WALL,MAX HEIGHT (13 FT)
10' PRIVATE RECYCLEDWATER EASEMENT10' PRIVATE RECYCLEDWATER EASEMENT

FUTURE PHASE

FUTURE PHASE
WEST LELAND ROADGOLF CLUB ROAD30' EVAE AND PUE
PARCEL 1SUBSTATION
44' EVAE
PARCEL 6
10' PUBLICSTORM DRAINEASEMENT
10' PUBLIC SEWEREASEMENT
10' PUBLICSTORM DRAINEASEMENT
PUBLIC DRAINAGEEASEMENT, SEENOTE 3.

PUBLIC DRAINAGEEASEMENT, SEE NOTE 3.

PARCEL 13
PARCEL 14
PARCEL 15
PARCEL 16PARCEL 17
74,542 CF26,445 CF17,681 CF
19,411 CF
15,745 CF
VESTING TENTATIVE SUBDIVISION MAPPITTSBURG TECHNOLOGY CENTERTRACT NO. XXXXXX NORTHTM4.0
NORTHTM4.0CONCEPTUAL GRADING &STORMWATER MANAGEMENTPLAN - OPTION 1

ABBREVIATIONSLEGEND

ESTIMATED EARTHWORK QUANTITIESNOTE

GRADING AND DRAINAGE NOTES
1 IMP DETAIL

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VAN

GOLF CLUB ROAD

CONTRA COSTA CANAL
PARCEL 5
PARCEL 23 STORY DATA CENTER
PARCEL 3SUBSTATION
PARCEL 9PARCEL 8
PARCEL 11
PARCEL 4
PARCEL 12
PARCEL 7
PARCEL 5
PARCEL 10

APPROXIMATEDEVELOPMENTFOOTPRINT FORFUTURE PHASE

APPROXIMATEDEVELOPMENTFOOTPRINT FORFUTURE PHASE
PROPOSED WALL,MAX HEIGHT (6 FT)
PROPOSED WALL,MAX HEIGHT (17 FT)
PROPOSED WALL,MAX HEIGHT (3 FT)
PROPOSED WALL,MAX HEIGHT (13 FT)
44' ROADWAYEASEMENT
10' PRIVATE RECYCLEDWATER EASEMENT10' PRIVATE RECYCLEDWATER EASEMENT

FUTURE PHASE

FUTURE PHASE
WEST LELAND ROADGOLF CLUB ROAD30' EVAE AND PUE
PARCEL 1SUBSTATION
PARCEL 6
10' PUBLICSTORM DRAINEASEMENT
10' PUBLIC SEWEREASEMENT
10' PUBLICSTORM DRAINEASEMENT
PUBLIC DRAINAGEEASEMENT, SEENOTE 3.

PUBLIC DRAINAGEEASEMENT, SEE NOTE 3.

PARCEL 13
PARCEL 14
PARCEL 15
PARCEL 16PARCEL 17
74,542 CF26,445 CF17,681 CF
19,411 CF
15,745 CF
VESTING TENTATIVE SUBDIVISION MAPPITTSBURG TECHNOLOGY CENTERTRACT NO. XXXXXX NORTHTM4.1
NORTHTM4.1CONCEPTUAL GRADING &STORMWATER MANAGEMENTPLAN - OPTION 2

ABBREVIATIONSGRADING AND DRAINAGE NOTES
1 IMP DETAIL
LEGEND

ESTIMATED EARTHWORK QUANTITIESNOTE

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VAN

GOLF CLUB ROAD

WEST LELAND ROADGOLF CLUB ROAD
BTM5.0
ATM5.0

STORM DRAIN LINEWATER LINESANITARY SEWER LINE

PROPOSED PUBLIC ROADWAY

RECYCLED WATER LATERAL(TYP PER BUILDING)DOMESTIC WATER LATERAL(TYP PER BUILDING) PARCEL 5
PARCEL 23 STORY DATA CENTER
PARCEL 3SUBSTATION
PARCEL 9PARCEL 8
PARCEL 11
PARCEL 4
PARCEL 12
PARCEL 7
PARCEL 6
PARCEL 10

EXISTING RWSTORAGE TANKTO REMAIN
24 ' PUBLICUTILITYEASEMENT
EXISTING 8" SS MAIN
EXISTING 20" WATER MAINEXISTING 14" RAW WATER MAINEXISTING 30" RECYCLEDWATER MAINEXISTING SD MAINEXISTING 8" SS MAINEXISTING 20"WATER MAINEXISTING 14"WATER MAIN EXISTING 24"SD CULVERT
EXISTING 6" WATER MAIN

RW EASEMENT

SANITARY SEWER LATERAL(TYP PER BUILDING)STORM DRAIN LATERAL(TYP PER BUILDING) PUE
30' PUE
10' PUBLICSEWER EASEMENT
10' PUBLIC STORMDRAIN EASEMENT10' RECYCLEDWATER EASEMENTPROPOSED WATEREASEMENT (WIDTH VARIES)AND ELECTRIC EASEMENT

PROPOSED WATEREASEMENT (WIDTH VARIES)
PROPOSED WATERMAIN EXTENSIONEXISTING 8"WATER LINE
EXISTING 20"WATER MAINEXISTING 14"WATER MAIN
JOINT TRENCH LINERECYCLED WATER LINEELECTRIC LINEELECTRIC LINE TIE INTO JOINT TRENCHPARCEL 1SUBSTATION 20' EVA
CTM5.0
10' PUBLIC STORMDRAIN EASEMENT

PUBLIC DRAINAGEEASEMENT
PUBLIC DRAINAGEEASEMENTPARCEL 13
PARCEL 14
PARCEL 15
PARCEL 16PARCEL 17
VESTING TENTATIVE SUBDIVISION MAPPITTSBURG TECHNOLOGY CENTERTRACT NO. XXXXXX NORTHTM5.0CONCEPTUAL UTILITYPLAN - OPTION 1
SECTION A: GOLF CLUB ROAD EXTENSIONSECTION B: GOLF CLUB ROAD EXTENSIONSECTION C: EVA ROAD LEGEND

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VAN

GOLF CLUB ROAD

WEST LELAND ROADGOLF CLUB ROAD
BTM5.1
ATM5.1

STORM DRAIN LINEWATER LINESANITARY SEWER LINE

PROPOSED PUBLIC ROADWAY

RW EASEMENT

PUBLIC DRAINAGEEASEMENT
PUBLIC DRAINAGEEASEMENTPARCEL 13
PARCEL 14
PARCEL 15
PARCEL 16PARCEL 17
VESTING TENTATIVE SUBDIVISION MAPPITTSBURG TECHNOLOGY CENTERTRACT NO. XXXXXX NORTHTM5.1CONCEPTUAL UTILITYPLAN - OPTION 2
SECTION A: GOLF CLUB ROAD EXTENSIONSECTION B: PROPOSED ROADWAYSECTION C: PROPOSED ROADWAY LEGEND

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25 Exhibit 2
Pittsburg Technology Park Draft Resolution

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BEFORE THE CITY COUNCIL OF THE CITY OF PITTSBURG
In the matter of:
)
Subsequent Environmental Review under ) Resolution No. 25-_______ CEQA for Potential Future Phases of the Pittsburg )
Technology Park Specific Plan )
)
__________________________________________)

WHEREAS, on November 4, 2024, the City Council unanimously adopted Resolution 24-14560, which (1) certified the Final Program Environmental Impact Report (“Program EIR”) for the Pittsburg Technology Park Specific Plan (“Project”) and adopted the associated CEQA Findings of Fact and Mitigation Monitoring and Reporting Program (“MMRP”), and approved the Vesting Tentative Map for a Major Subdivision for the Project; and (2) waived a further reading, and passed to second reading, an ordinance assigning zoning of PD (Planned Development) District to properties located within the Pittsburg Technology Park Specific Plan Area and adopted the Project; and
WHEREAS, the Project involves a phased, master planned development with three construction phases, with Phase I “assumed” to involve a 347,000 square foot data center on 22 acres, Phase II involving a 368,551 square foot development on 29 acres, and Phase III involving a 392,567 square foot development on 25 acres; and
WHEREAS, the General Plan’s land use designation of the Project site as “Employment Center Industrial” and the City’s rezoning of the Project site to “Planned Development” allows for any Project phase to include high-traffic manufacturing and distribution warehouses or data centers, which have yet to be determined; and
WHEREAS, given the conceptual nature of future build out of the Plan Area described in the Specific Plan, the EIR prepared for the Project was a Program EIR, pursuant to the definition of Program EIR in CEQA Guidelines Section 15168; and
WHEREAS, the prior Resolution 24-14560 stated that additional environmental review under CEQA only “may be” required for future development projects depending on the project’s consistency with the Specific Plan and the analysis in the Program EIR, as required under CEQA; and
WHEREAS, the City Council now desires to adopt this Resolution addressing the environmental review for any future warehouse/logistics center proposed to occur in any phase of the Project.

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NOW, THEREFORE, the City Council of the City of Pittsburg does hereby find, determine, conclude and resolve as follows:

Section 1. The City shall prepare or require an environmental impact report in advance of any potential approval of a discretionary entitlement for any future warehouse/logistics center for any phase of the Project, and shall not approve such entitlement until the environmental impact report has been or concurrently is certified. While subsequent environmental impact reports may incorporate by reference sections of the previously certified Program EIR, the City Council now directs that review of warehouse/logistics centers may not rely on the conclusions contained in the Program EIR. Rather, environmental analysis for any warehouse/logistics centers proposed and requiring discretionary approvals must specifically analyze a proposed warehouse/logistics project. The City shall not consider the impacts of a warehouse/logistics center to have been addressed, evaluated, or mitigated by the previously adopted EIR.

Section 2. The facts set forth in the Recitals of this Resolution are true and correct.

Section 3. The City Manager, or designee, is hereby authorized and directed to take all actions necessary or advisable to carry out this Resolution.

Section 4. This Resolution shall take effect immediately upon its adoption by the City Council.

Section 5. The City Clerk of the City of Pittsburg shall certify the adoption of this Resolution.

PASSED AND ADOPTED by the City Council of the City of Pittsburg at a regular meeting on the ______, by the following vote:

AYES:

NOES:

ABSTAINED:

ABSENT:

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OFFICE OF THE CITY MANAGER/EXECUTIVE DIRECTOR
65 Civic Avenue
Pittsburg, CA 94565

TO: Mayor and Council Members

FROM: Maria M. Aliotti - Interim City Manager

SUBJECT: Adoption of a City Council Resolution Declaring Property at 1000 Center Drive (APNs: 086-100-049; 086-100-050; 086- 100-051; and 086-100-052) as Exempt Surplus Lands and
Authorizing an Exchange Agreement with ADS III Holdings, LLC

MEETING DATE: November 17, 2025

EXECUTIVE SUMMARY

The City of Pittsburg (“City”) owns four undeveloped properties totaling approximately

2.86 acres (collectively, the "Property") across from City Hall, adjacent to the Richard E.

Arneson Justice Center. The City and ADS III Holdings, LLC (“ADS”), an affiliate of Discovery Builders, Inc., propose to exchange this City-owned property for a newly constructed single-family home to be deed-restricted for affordable housing. The proposed exchange advances the City’s affordable housing goals and facilitates the construction of a new Discovery Builders corporate headquarters in Pittsburg.

This action would declare the City’s parcels as exempt surplus land under Government Code Section 54221(f)(1)(C) and authorize the City Manager to execute a property exchange agreement with ADS.

FISCAL IMPACT

The Property, consisting of APNs 086-100-049, 050, 051, and 052, has an appraised value of $450,000; while the ADS parcel, located at 2125 Birchwood Court, APN 095- 460-006, which includes a newly constructed home, has an appraised value of $800,000.

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Because the City will receive a property of higher appraised value, there is no net fiscal cost to the City. Minimal administrative costs associated with title transfer, escrow, and recording will be covered through existing departmental budgets. Once acquired, the property will become part of the City’s affordable housing portfolio and be managed by the Housing Authority of the City of Pittsburg.

RECOMMENDATION

Staff recommends that the City Council adopt the attached resolution:

1. Declaring the City-owned property as exempt surplus land pursuant to Government Code Section 54221(f)(1)(C);

2. Authorizing the City Manager to execute a Property Exchange Agreement with ADS III Holdings, LLC, substantially in the form attached as Exhibit A and a Grant Deed conveying the Property to ADS III Holdings, LLC;

3. Authorizing the City Manager to accept 2125 Birchwood Court from ADS III Holdings, LLC and issue a Certificate of Acceptance; and

4. Directing staff to record a Regulatory Agreement, deed-restricting 2125 Birchwood Court as affordable for 55 years.

BACKGROUND

ADS, has received approvals to construct 27 single-family homes within the City as part of the Bancroft Gardens II Development. As part of this development, ADS has agreed to construct a new 2,300 square foot single-family home at 2125 Birchwood Court. The City has long supported the construction of affordable housing to meet community needs and State housing requirements. In partnership discussions, ADS and the City identified an opportunity to exchange the Property for 2125 Birchwood Court. The City would then deed-restrict the new home for affordable housing, while ADS or Discovery Builders would pursue development of a new corporate headquarters on the Property.

Under the Surplus Land Act (Government Code § 54220 et seq.), local agencies must generally offer surplus land to affordable housing developers before disposing of it.

However, the Act provides an exemption for property exchanges where the land is needed for City purposes (Gov. Code § 54221(f)(1)(C)). Staff has determined this exemption applies because the exchange will facilitate affordable housing, a recognized public purpose.

SUBCOMMITTEE FINDINGS

This item was not presented to a subcommittee.

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STAFF ANALYSIS

The proposed property exchange serves several City objectives:

• Advances Affordable Housing Goals: The City will gain an immediately available single-family home to be deed-restricted for affordable rental housing for 55 years, expanding the City’s affordable housing stock.
• Promotes Economic Development: The exchange allows ADS or Discovery Builders to establish a new corporate headquarters in Pittsburg, increasing local investment, employment opportunities, and business activity. • Maximizes Public Benefit: The appraised value of 2125 Birchwood Court is $800,000, which exceeds the appraised value of the Property to be exchanged. which has an appraised value of $450,000, representing a net gain to the City. • Complies with Legal Requirements: The transaction qualifies as an exempt surplus land exchange under Government Code § 54221(f)(1)(C), eliminating the need for Surplus Land Act offer procedures.

Staff has reviewed the appraisal data, transaction structure, and deed restriction requirements, and finds that the exchange is in the best interest of the City and consistent with the Housing Element, the Economic Development Strategic Plan, and the City's Fiscal Year 2025-2026 Strategic Plan, which addresses improving the job- housing balance and increasing the tax base through new businesses.

The proposed property exchange advances City Council priorities for affordable housing and economic development, leverages City-owned assets for public benefit, and complies with applicable State law. Staff recommends adoption of the resolution declaring the property exempt surplus land and authorizing execution of the Property Exchange Agreement.

ATTACHMENTS:

1. Resolution

2. Land Swap Exchange Agreement

3. Temporary Construction License

Report Prepared By: Jordan Davis, Director of Community and Economic Development

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Resolution No. 25- Page 1 of 2 November 17, 2025

BEFORE THE CITY COUNCIL OF THE CITY OF PITTSBURG

In the Matter of:

Declaring Property at 1000 Center Drive )
(APNs: 086-100-049; 086-100-050; )
086-100-051; and 086-100-052) as Exempt ) RESOLUTION NO. 25- Surplus Lands and Authorizing a Property )
Exchange Agreement with ADS III HOLDINGS, LLC )

WHEREAS, the City of Pittsburg (“City”) has long-supported construction of housing, including affordable housing, within the City; and

WHEREAS, the City is the fee owner of four contiguous undeveloped parcels totaling 2.86-acres with Assessor’s Parcel Numbers 086-100-049, 086-100-050; 086- 100-051; and 086-100-052 (collectively “City Property”), located across from the Pittsburg City Hall, next to the Richard E. Arneson Justice Center; and

WHEREAS, the City Property has an appraised value of $450,000; and

WHEREAS, ADS III HOLDINGS, LLC (“ADS”), an affiliate of Discovery Builders, Inc. (“Discovery Builders”) has an approved application to construct 27 single-family homes within the City on land that ADS owns in fee (“Bancroft Gardens II Development”), including a new 3-bedroom, 3-bathroom, 2,300 square foot single family home (“New Home”) on a 0.14 acre parcel with a street address of 2125 Birchwood Court, Pittsburg, CA 94565 (APN 095-460-006) (“ADS Parcel”); and

WHEREAS, the ADS Parcel has an appraised value of $800,000 assuming the New Home is completed; and

WHEREAS, City proposes to acquire and deed restrict the ADS Parcel and New Home for affordable housing for the benefit of the Housing Authority of the City of Pittsburg, who would then lease the home at an affordable rent to a Housing Choice Voucher participant; and

WHEREAS, the appraised value of the ADS Parcel exceeds the appraised value of the City Property; and

WHEREAS, City and ADS propose to exchange the City Property for the ADS Parcel to: (1) expand the supply of affordable housing within the City; and (2) enable ADS, Discovery Builders or a Discovery Builders affiliate to pursue development of the City Property with a new Discovery Builders headquarters building on the City Property; and

WHEREAS, the Surplus Land Act (Government Code 54220 et seq.) (“SLA”) limits the circumstances under which a City may transfer land that is no longer required for City uses. Generally, such land must be offered to low income housing developers for

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Resolution No. 25- Page 2 of 2 November 17, 2025
construction of housing or to certain entities for use of the property for open space and recreational purposes. There are, however, certain exemptions to that process. In particular, Government Code Section 54221(f)(1)(C) allows a City to transfer property as exempt surplus land, without offering the property to housing developers or recreational entities, when the property is being exchanged for other property needed for City purposes (“Exemption”).

NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Pittsburg hereby declares the City Property as exempt surplus lands pursuant to the Exemption.

BE IT FURTHER RESOLVED that in compliance with the Exemption and the Pittsburg Municipal Code, the City:

• Finds that the exchange described above will help achieve City purposes, including without limitation, by facilitating the construction of affordable housing. • Authorizes the City Manager to enter into an agreement with ADS to exchange the City Property for the ADS Parcel in substantially the form of the agreement attached hereto as Exhibit A.
• Directs City staff to ensure that once the ADS Parcel and New Home to be developed thereon is acquired by the City, all necessary steps are taken to ensure it is deed-restricted for exclusive use as affordable housing and rented to an income eligible household at an affordable rent.

PASSED AND ADOPTED by the City Council of the City of Pittsburg at a regular meeting on the 17th day of November 2025, by the following vote:

AYES:

NOES:

ABSTAINED:

ABSENT:

Jelani Killings, Mayor
ATTEST BY:

Alice E. Evenson, City Clerk

Page 307 of 355 ends

4896-3030-7145 v14
1 ASSESSOR’S PARCEL NOS: 086-100-049; 086-100-050; 086-100-051; 086-100-052; & 095- 460-006

TITLE REPORT NOS: _____

AGREEMENT FOR EXCHANGE OF REAL

PROPERTY (INCLUDING ESCROW INSTRUCTIONS)
THIS AGREEMENT FOR EXCHANGE OF REAL PROPERTY (“Agreement”) is entered into as of _____________________, 2025, the later of the dates indicated on the signature page below (“Execution Date”), by and between CITY OF PITTSBURG, a municipal corporation of the State of California (“City”), and ADS III HOLDINGS, LLC, a California Limited Liability Company (“ADS III Holdings”).

R E C I T A L S
A. ADS III Holdings is the fee owner of and has obtained land use entitlements, including a tentative subdivision map, of a 27-unit single-family residential subdivision project known as Bancroft Garden II project, Subdivision No. 8805 (“Bancroft Project”). ADS III Holdings may satisfy the City’s inclusionary housing requirements by paying an in-lieu fee. If paid in cash, the in-lieu fee for the inclusionary housing requirements relating to the Bancroft Project would be $288,900 (“In-lieu Fee”).

B. The Bancroft Project property owned by ADS III Holdings includes, among other parcels, the approximately 0.14-acre parcel designated as Lot 6 in the Bancroft Garden II subdivision, with a street address of 2125 Birchwood Court, Pittsburg, California, designated as APN: 095-460-006, and more particularly described in Exhibit A attached hereto (“ADS III Holdings Parcel”). ADS III Holdings intends to construct thereon an approximately 1,896 square foot, 3-bedroom, 2.5-bath single family home as shown in “Plan 2” pursuant to the attached Exhibit G. (“New Home” and, together with the ADS III Holdings Parcel, the “ADS III Holdings Property”).

C. City is the owner of that certain approximately 2.86 acres consisting of four (4) parcels of real property generally located adjacent to the Contra Costa County Courthouse, and across the street from Pittsburg City Hall in the City of Pittsburg, County of Contra Costa, State of California designated as APNs 086-100-049, 086-100-052, 086-100-051, 086-100-050 as legally described on Exhibit B (the “City Property”).

D. By City Council Resolution No. 25______ (“Exempt Surplus Land Resolution”), the City Council has determined that the City Property is exempt surplus land under section 54221(f)(1)(C) of the State Surplus Land Act (Government Code section 54220 et seq.) because City desires to exchange the City Property for the ADS III Holdings Property, which will be added to the City Housing Authority’s inventory of affordable residential homes available to income eligible persons and families.

E. ADS III Holdings desires to acquire the City Property for development of a new ADS III Holdings headquarters building, for its affiliate Discovery Builders (“Discovery

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4896-3030-7145 v14
2 Headquarters”) on the City Property and to commence construction of such building prior to the closing of the real property exchange transaction contemplated by this Agreement.

F. ADS III Holdings and City have determined it is in their respective interests and the interest of the community for ADS III Holdings and City to exchange the ADS III Holdings Property for the City Property, pursuant to the terms and conditions described herein.

NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby mutually agreed between the parties as follows:

A G R E E M E N T

1. Conditions Precedent to Effectiveness. This Agreement shall become effective only when and if the California Department of Housing and Community Development (“HCD”) shall have expressly approved the exempt surplus land determination made by City in the Exempt Surplus Land Resolution. The “Effective Date” of this Agreement shall be the date on which HCD has approved City’s exempt surplus land determination. If HCD has not approved City’s exempt surplus land determination as set forth in the Exempt Surplus Land Resolution by the date which is sixty (60) days after the Execution Date, this Agreement shall terminate and neither party shall have any further rights or obligations hereunder other than those obligations which survive expiration or termination. The City Manager may, in their sole, absolute discretion, extend the time period in increments of 30 days to a maximum of 180 days.

2. Agreement to Exchange.

2.1. Exchange; Conditions Precedent. Subject to satisfaction of the conditions precedent to closing set forth in Sections 7.3 and 7.4 below, City shall grant to ADS III Holdings a fee interest in the City Property, and ADS III Holdings shall grant to City, a fee interest in the ADS III Holdings Property.

2.2. Value. City and ADS III Holdings acknowledge and agree that the value of the ADS III Holdings Property is approximately equal to the combined value of the City Property and the In-lieu Fee.

3. Conveyance of Title.

3.1. Conveyance to City. ADS III Holdings shall convey to City, by the ADS III Holdings Grant Deed (defined in Section 5.1 below), fee title to the ADS III Holdings Property, free and clear of all recorded and unrecorded liens, encumbrances, assessments, easements, leases, and taxes except the ADS III Holdings Property Title Exceptions approved or deemed approved by City as provided in Section 7.1 below (collectively, “City’s Permitted Exceptions”). ADS III Holdings shall not voluntarily create any new exceptions to title following the Execution Date unless otherwise approved by City in its sole, absolute discretion.

3.2. Conveyance to ADS III Holdings. City shall convey to ADS III Holdings, by the City Grant Deed (defined in Section 5.1 below), fee title to the City Property, free and clear of all recorded and unrecorded liens, encumbrances, assessments, easements, leases, and

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4896-3030-7145 v14
3 taxes except (i) the City Property Title Exceptions approved or deemed approved by ADS III Holdings as provided in Section 7.2 below; and (iii) matters created by, through or under ADS III Holdings (collectively, “ADS III Holdings’ Permitted Exceptions”). City shall not voluntarily create any new exceptions to title following the Execution Date.

4. Title Insurance Policies. Following recordation of the ADS III Holdings Grant Deed Escrow Agent shall provide City with an ALTA owner’s policy of title insurance in the amount of $[_____________], issued by the Title Company, together with any endorsements that City may reasonably request, showing fee simple title to the ADS III Holdings Property vested in City, subject only to City's Permitted Exceptions and the printed exceptions and stipulations in the policy. Following recordation of the City Grant Deed Escrow Agent shall provide ADS III Holdings with an ALTA owner’s policy of title insurance in the amount of $[_____________], issued by the Title Company, together with any endorsements that ADS III Holdings may reasonably request, showing fee simple title to the City Property vested in ADS III Holdings, subject only to ADS III Holdings’ Permitted Exceptions and the printed exceptions and stipulations in the policy. City and ADS III Holdings shall each pay the title policy premium for its respective title insurance policy.

5. Escrow. City has opened an escrow (“Escrow”) at Chicago Title Company, Concord Airport Plaza, 1200 Concord Ave #400, Concord, CA 94520 (the “Escrow Agent”).

This Agreement, together with any supplemental escrow instructions prepared by Escrow Agent and executed by City and ADS III Holdings, constitutes the joint escrow instructions of City and ADS III Holdings, and Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement.

5.1. Grant Deeds. Prior to the close of Escrow, ADS III Holdings shall execute, acknowledge and deliver into Escrow a grant deed in the form attached hereto as Exhibit D (“ADS III Holdings Grant Deed”) conveying fee title to the ADS III Holdings Property to City and City shall execute, acknowledge and deliver into escrow a grant deed in the form attached hereto as Exhibit E (“City Grant Deed”) conveying fee title to the City Property to ADS III Holdings. A Certificate of Acceptance to be attached to the ADS III Holdings Grant Deed shall be executed, acknowledged and delivered into Escrow by City on or before the close of Escrow. City and ADS III Holdings agree to deposit with Escrow Agent owners’ affidavits and any additional documents as may be reasonably necessary to complete this transaction.

5.2. Insurance. Insurance policies for fire or casualty, if any, are not to be transferred pursuant to the real property exchange, and ADS III Holdings and City will each cancel its own policies after close of Escrow. Nothing herein is intended to alter the insurance requirements of the License Agreement.

5.3. Escrow Account. Because this Agreement involves a land exchange, there will be no purchase money funds deposited into the Escrow account. However, the parties will deposit funds to pay their respective share of closing costs, and all funds received in the Escrow shall be deposited with other escrow funds in a general escrow account(s) and may be transferred to any other escrow trust account in any state or national bank doing business in the State of California. All disbursements shall be made by check from such account.

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4 5.4. Pro Rations; Tax Adjustment Procedure. Escrow Agent is authorized and is instructed to comply with the following pro ration and tax adjustment procedure:
a. Delinquent Taxes. Escrow Agent shall pay and charge ADS III Holdings for any unpaid delinquent property taxes, assessments or bonds and/or penalties and interest thereon, payable with respect to the ADS III Holdings Property. b. Current Taxes. Escrow Agent shall pay and charge ADS III Holdings for that portion of current property taxes and assessments payable with respect to the ADS III Holdings Property, which are allocable to the period prior to the close of Escrow. The portion of current property taxes payable with respect to the ADS III Holdings Property which would otherwise be allocable to the period after the close of Escrow shall not be allocated, as City is exempt from payment of property taxes. Escrow Agent shall not be concerned with proration of property taxes and assessments on the City Property, as the City Property is currently exempt from property taxes. c. Refund of Taxes. ADS III Holdings shall have the sole right, after close of Escrow, to apply to the Contra Costa County Tax Collector for refund of any excess property taxes paid by ADS III Holdings with respect to the ADS III Holdings Property. This refund would apply to the period after City's acquisition of the ADS III Holdings Property pursuant to Revenue and Taxation Code Section 5096.7. d. Rents. There are no tenants on the ADS III Holdings Property, or the City Property, therefore there shall be no proration of rents.

6. Escrow Agent Authorization. Escrow Agent is authorized to, and shall:

6.1. Pay and Charge ADS III Holdings. Pay and charge ADS III Holdings for (i) any amount necessary to place title to the ADS III Holdings Property in the condition necessary to satisfy Section 3.1 above, and (ii) ADS III Holdings’ share of Escrow fees, recording fees and other costs and expenses of Escrow payable under Section 6.8 below.

6.2. Pay and Charge City. Pay and charge City for (i) any amount necessary to place title to the City Property in the condition necessary to satisfy Section 3.2 above, and (ii) City's share of Escrow fees, recording fees and other costs and expenses of Escrow payable under Section 6.8 below.

6.3. Recordation and Delivery. Record the ADS III Holdings Grant Deed, the Certificate of Acceptance, and the City Grant Deed; and deliver the title policies and the Non- Foreign Transferor Declarations to City and ADS III Holdings, when conditions of the Escrow have been fulfilled by City and ADS III Holdings.

6.4. Close of Escrow. The term “close of Escrow,” if and where written in these instructions, shall mean the date the ADS III Holdings Grant Deed and Certificate of Acceptance and the City Grant Deed are recorded in the office of the Contra Costa County Recorder. The term “Closing” shall refer to the close of Escrow. Recordation of instruments delivered through this Escrow is authorized, if necessary or proper in the issuance of the policies of title insurance pursuant to Section 4 hereof.

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5 6.5. Time Limits. All time limits within which any matter specified is to be performed may be extended by mutual agreement of the parties. Any amendment of, or supplement to, any instructions must be in writing. City Manager is authorized to agree to time limit extensions on behalf of City.

6.6. Time of the Essence. TIME IS OF THE ESSENCE IN THESE INSTRUCTIONS AND ESCROW IS TO CLOSE ON OR BEFORE August 1, 2027, or such later date as the parties may agree each in its sole discretion. (“Outside Date”.) If this Escrow is not in condition to close by the Outside Date, then any party who has fully complied with this Agreement may, in writing, demand the return of its money, papers or documents; provided, however, no demand for return shall be recognized until five (5) days after Escrow Agent shall have mailed copies of demand to the other party at the respective addresses shown in Section 20, below, and if any objections are raised within such five (5) day period, Escrow Agent is authorized to hold all money, papers and documents until instructed by a court of competent jurisdiction or mutual instructions.

6.7. Escrow Agent Responsibility. The responsibility of the Escrow Agent under this Agreement is expressly limited to Sections 2, 3, 4, 5, 6, 7, 8, 10, and 15 of this Agreement and to its liability under any policy of title insurance issued in regard to this Escrow.

6.8. Escrow Fees, Charges and Costs. City and ADS III Holdings shall each pay one-half of all usual fees, charges, and costs which arise in this Escrow.

6.9. FIRPTA. ADS III Holdings and City agree to execute and deliver as directed by Escrow Agent any instrument, affidavit, and statement, including without limitation a Non- Foreign Transferor Declaration in the form attached hereto as Exhibit F, and to perform any act reasonably necessary to comply with the provisions of FIRPTA and any similar state act and regulation promulgated thereunder. If the provisions of FIRPTA or similar state act apply to the transaction memorialized in this Agreement, and unless is ADS III Holdings not a "foreign person" or an exemption applies, the Escrow Agent shall charge and collect from ADS III Holdings all amounts necessary to comply with all applicable provisions of FIRPTA and any similar state act.

6.10. Tax Requirements. Escrow Agent shall prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including an IRS 1099-S form, and be responsible for withholding taxes, if any such forms are provided for or required by law.

6.11. Transfer Taxes. No transfer tax shall be due in connection with conveyance of the ADS III Holdings Property because City is a public entity. Transfer taxes, if any, payable in connection with conveyance of the City Property shall be paid by ADS III Holdings.

7. Conditions Precedent to Close of Escrow.

7.1. City’s Due Diligence. City shall, with respect to the ADS III Holdings Property, review and approve or disapprove in its sole and absolute discretion, as hereafter provided, all physical, legal and investment aspects of the ADS III Holdings Property and its

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6 condition and suitability for City's purposes, including, without limitation, zoning determination, title review, market review, construction and permit review, environmental and physical review, ingress and egress study and other studies desired by City, and compliance with any laws, ordinances, codes, statutes, rules, orders, decisions and/or regulations with respect to the Property, and all of the following matters:
a. Physical and Governmental Inspections. City and City’s representatives, agents, contractors, consultants, employees and designees shall have the right to enter upon the ADS III Holdings Property from time to time with twenty-four (24) hours’ advance telephonic notice to ADS III Holdings, at City’s sole cost, to conduct such inspections, investigations, including without limitation with regard to all of the matters set forth above in the preceding paragraph, and non-invasive tests as City may elect to make or obtain including, without limitation, an ALTA survey and a Phase 1 Environmental Study (collectively, “City's Inspections”). Any environmental investigation of the ADS III Holdings Property beyond a “Phase 1 Site Assessment” must first be approved by ADS III Holdings, which approval shall not be unreasonably withheld or delayed. City shall promptly repair all physical damage to the ADS III Holdings Property caused by City’s Inspections and restore as nearly as possible the ADS III Holdings Property to its condition prior to City’s Inspections and shall protect, defend, indemnify and hold ADS III Holdings harmless from all claims, demands, liabilities and costs, including, without limitation, reasonable legal fees, arising from or related to any damage to property (real or personal) or injury to or death of any person to the extent caused by City’s activities in performing City’s Inspections; provided, however, that the foregoing indemnity, defense and hold harmless obligations do not apply to (a) any loss, liability cost, claim, damage, injury or expense to the extent arising from the negligent acts or omissions of ADS III Holdings, (b) any diminution in value in the ADS III Holdings Property arising from or relating to matters discovered by City during its investigation of the ADS III Holdings Property, (c) any latent defects in the ADS III Holdings Property discovered by City, and (d) the release or spread of any Hazardous Materials that are discovered (but not deposited or exacerbated) on or under the ADS III Holdings Property by City unless caused by the negligence of City or its agents or contractors. Such obligation to protect, defend, indemnify and hold ADS III Holdings harmless shall survive the Closing or any termination of this Agreement. b. Property Information. Within five (5) days after the Effective Date ADS III Holdings, at its expense, shall deliver to City a Natural Hazard Disclosure Report with respect to the ADS III Holdings Parcel. ADS III Holdings has, prior to the Effective Date, delivered to City certain property condition reports, analysis, surveys, results of property investigations, studies, easements and other documents (collectively, the “ADS III Holdings Property Information”). ADS III Holdings may deliver additional documents pertaining to the ADS III Holdings Property to the City following the Effective Date. Such additional documents shall also be deemed to constitute ADS III Holdings Property Information. The ADS III Holdings Property Information is delivered to City without any representation or warranty, expressed or implied, on the part of ADS III Holdings as to the accuracy or completeness thereof. City shall not rely on any ADS III Holdings Property Information without independently verifying the accuracy and completeness of the same.

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7 c. Title Inspection.
(1) ADS III Holdings shall endeavor to cause Fidelity National Title (the “Title Company”) to issue and deliver to ADS III Holdings and City a Preliminary Title Report with respect to the ADS III Holdings Property (the “ADS III Holdings Title Report”) within ten (10) days following the Effective Date and City shall have twenty (20) days following receipt thereof (“City Title Review Period”) within which to notify ADS III Holdings of any exceptions to title as shown in the ADS III Holdings Title Report which City disapproves. Any exceptions which are timely disapproved in writing by City pursuant to this section shall be referred to collectively as the “City Title Objections.” If City fails to notify ADS III Holdings of its disapproval of any matters shown in the ADS III Holdings Title Report within the City Title Review Period, City shall be deemed to have disapproved such matters. If City notifies ADS III Holdings of any City Title Objections within the City Title Review Period then, at ADS III Holdings’ sole discretion, ADS III Holdings may elect (but shall not be obligated) to remove or cause to be removed any of the City Title Objections at ADS III Holdings’ expense, or to cause any City Title Objections to be insured against by the Title Company, which removal will be deemed achieved by the issuance of title insurance insuring against the effect of the City Title Objections or removal of such exception from the ADS III Holdings Title Report, in each case subject to City's reasonable approval. ADS III Holdings may notify City in writing (“ADS III Holdings’ Title Notice”) within three (3) business days after receipt of City’s notice of City Title Objections (“ADS III Holdings’ Cure Notice Period”) whether ADS III Holdings elects to remove or to cause the Title Company to insure against the same, and, by the Closing Date, ADS III Holdings shall remove or cause the Title Company to insure against those City Title Objections elected to be removed or insured against by ADS III Holdings in ADS III Holdings’ Title Notice.

ADS III Holdings' failure to deliver ADS III Holdings’ Title Notice to City shall constitute ADS III Holdings’ election not to cure such City Title Objections.

Notwithstanding the foregoing, ADS III Holdings agrees to remove as exceptions to title to the Property the following prior to the Closing Date (i) all delinquent taxes and assessments and interest and penalties thereon affecting the Property, if any, (ii) all delinquent installments and accrued interest due on any bonds affecting the Property, (iii) all mortgages and deeds of trust, (iv) all mechanic's liens not created by City or resulting from City's Inspections, (v) judgment and income tax liens against ADS III Holdings, and (vi) any exceptions or encumbrances to title which are created by ADS III Holdings after the Execution Date without the written consent of City. (2) If ADS III Holdings elects or is deemed to have elected not to cause one or more of the exceptions identified in City Title Objections to be removed or insured against prior to the Closing Date, City may elect, by written notice to ADS III Holdings on or before 5:00 p.m. (Pacific Standard Time) December 31, 2025 (“Contingency Date”), to accept such exceptions in which case such exceptions shall be deemed accepted and approved City Permitted Exceptions. City’s failure to give notice accepting such title exceptions on or before the Contingency Date shall be deemed an election by City to terminate this Agreement in which case each party shall promptly execute and deliver to Escrow Agent such documents as Escrow Agent may reasonably require to evidence such termination, and the respective obligations of City and ADS III Holdings

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8 under this Agreement shall terminate, except as to matters which expressly survive termination.
d. Contingency Date. City shall have until 5:00 p.m. (Pacific Standard Time) on the Contingency Date in which to approve or disapprove, in City’s sole and absolute discretion, any and all inspections, investigations, tests and studies set forth in Section 7.1 by providing written notice to ADS III Holdings (“City’s Approval Notice”). In the event City determines the ADS III Holdings Property is not acceptable to City for any reason, in accordance with the immediately preceding sentence, City shall have the right to terminate this Agreement by delivering written notice to ADS III Holdings of its election to terminate pursuant to this Section 7.1 at or before the Contingency Date (“City’s Disapproval Notice”). In the event City has not provided ADS III Holdings, by the Contingency Date, with City's Approval Notice or City’s Disapproval Notice, this Agreement shall automatically be deemed to have been terminated effective as of the Contingency Date, except for covenants that survive the termination of this Agreement. If City timely notifies ADS III Holdings of City’s election to terminate this Agreement or if this Agreement is deemed to have been terminated as provided above, upon such termination, each party shall promptly execute and deliver to Escrow Agent such documents as Escrow Agent may reasonably require to evidence such termination, and the respective obligations of City and ADS III Holdings under this Agreement shall terminate, except as to matters which expressly survive termination.

7.2. ADS III Holdings’ Due Diligence. ADS III Holdings shall, with respect to the City Property, review and approve or disapprove in its sole and absolute discretion, as hereafter provided, all physical, legal and investment aspects of the City Property and its condition and suitability for ADS III Holdings’ purposes, including, without limitation, zoning determination, title review, market review, construction and permit review, environmental and physical review, ingress and egress study and other studies desired by ADS III Holdings, and compliance with any laws, ordinances, codes, statutes, rules, orders, decisions and/or regulations with respect to the City Property, and all of the following matters:
a. Physical and Governmental Inspections. ADS III Holdings and ADS III Holdings’ representatives, agents, contractors, consultants, employees and designees shall have the right to enter upon the City Property from time to time with twenty-four (24) hours' advance telephonic notice to City, at ADS III Holdings’ sole cost, to conduct such inspections, investigations, including without limitation with regard to all of the matters set forth above in the preceding paragraph, and non-invasive tests as ADS III Holdings may elect to make or obtain including, without limitation, an ALTA survey and a Phase 1 Environmental Study (collectively, “ADS III Holdings’ Inspections”). Any environmental investigation of the City Property beyond a “Phase 1 Site Assessment” must first be approved by City, which approval shall not be unreasonably withheld or delayed. ADS III Holdings shall promptly repair all physical damage to the City Property caused by ADS III Holdings’ Inspections and restore as nearly as possible the City Property to its condition prior to ADS III Holdings’ Inspections and shall protect, defend, indemnify and hold City harmless from all claims, demands, liabilities and costs, including, without limitation, reasonable legal fees, arising from or related to any damage

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9 to property (real or personal) or injury to or death of any person to the extent caused by ADS III Holdings’ activities in performing ADS III Holdings’ Inspections; provided, however, that the foregoing indemnity, defense and hold harmless obligations do not apply to (a) any loss, liability cost, claim, damage, injury or expense to the extent arising from the negligent acts or omissions of City, (b) any diminution in value in the City Property arising from or relating to matters discovered by ADS III Holdings during its investigation of the City Property, (c) any latent defects in the City Property discovered by ADS III Holdings, and (d) the release or spread of any Hazardous Materials that are discovered (but not deposited or exacerbated) on or under the City Property by ADS III Holdings unless caused by the negligence of ADS III Holdings or its agents or contractors. Such obligation to protect, defend, indemnify and hold City harmless shall survive the Closing or any termination of this Agreement. b. Property Information. Within five (5) days after the Effective Date, City, at its expense, shall deliver to ADS III Holdings a Natural Hazard Disclosure Report with respect to the City Property. City has, prior to the Effective Date, delivered to ADS III Holdings certain property condition reports, analysis, surveys, results of property investigations, studies, and other documents (collectively, the “City Property Information”). City may deliver additional documents pertaining to the City Property to ADS III Holdings following the Effective Date. Such additional documents shall also be deemed to constitute City Property Information. The City Property Information is delivered to ADS III Holdings without any representation or warranty, expressed or implied, on the part of City as to the accuracy or completeness thereof. ADS III Holdings shall not rely on any City Property Information without independently verifying the accuracy and completeness of the same.
c. Title Inspection.
(1) ADS III Holdings shall endeavor to cause the Title Company to issue and delivery to City and ADS III Holdings a Preliminary Title Report with respect to the City Property (the “City Title Report”) within ten (10) days following the Effective Date and ADS III Holdings shall have twenty (20) days following receipt thereof, but in all events not later than the Contingency Date (the “ADS III Holdings Title Review Period”) within which to notify City of any exceptions to title as shown in the City Title Report which ADS III Holdings disapproves. Any exceptions which are timely disapproved in writing by ADS III Holdings pursuant to this section shall be referred to collectively as the “ADS III Holdings Title Objections.” If ADS III Holdings fails to notify City of its disapproval of any matters shown in the City Title Report within the ADS III Holdings Title Review Period, ADS III Holdings shall conclusively be deemed to have approved such matters. Any such matter not disapproved in writing by ADS III Holdings within the ADS III Holdings Title Review Period shall constitute a “ADS III Holdings Permitted Exception” hereunder. If ADS III Holdings notifies City of any ADS III Holdings Title Objections within the ADS III Holdings Title Review Period then, at City’s sole discretion, City may elect (but shall not be obligated) to remove or cause to be removed any of the ADS III Holdings Title Objections at City’s expense, or to cause any ADS III Holdings Title Objections to be insured against by the Title Company, which removal will be deemed achieved by the issuance of title insurance insuring against the

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10 effect of the ADS III Holdings Title Objections or removal of such exception from the City Title Report, in each case subject to ADS III Holdings’ reasonable approval. City may notify ADS III Holdings in writing (“City’s Title Notice”) within three (3) business days after receipt of ADS III Holdings’ notice of ADS III Holdings Title Objections (“City’s Cure Notice Period”) whether City elects to remove or to cause the Title Company to insure against the same, and, by the Closing Date, City shall remove or cause the Title Company to insure against those Title Objections elected to be removed or insured against by City in City’s Title Notice. City’s failure to deliver City’s Title Notice to ADS III Holdings shall constitute City’s election not to cure such ADS III Holdings Title Objections. Notwithstanding the foregoing, City agrees to remove as exceptions to title to the City Property the following prior to the Closing Date (i) all delinquent taxes and assessments and interest and penalties thereon affecting the City Property, if any, (ii) all delinquent installments and accrued interest due on any bonds affecting the City Property, (iii) all mortgages and deeds of trust, if any, (iv) all mechanic's liens not created by ADS III Holdings or resulting from ADS III Holdings’ Inspections, (v) judgment liens against City, and (vi) any exceptions or encumbrances to title which are created by City after the Execution Date without the written consent of ADS III Holdings. (2) If City elects or is deemed to have elected not to cause one or more of the exceptions identified in ADS III Holdings Title Objections to be removed or insured against prior to the Closing Date, ADS III Holdings may elect, by written notice to City on or before the Contingency Date, to accept such exceptions in which case such exceptions shall be deemed approved and accepted ADS III Holdings Permitted Exceptions. ADS III Holdings’ failure to give such notice accepting such exceptions on or before the Contingency Date shall be deemed ADS III Holdings’ election to terminate this Agreement in which case each party shall promptly execute and deliver to Escrow Agent such documents as Escrow Agent may reasonably require to evidence such termination, and the respective obligations of City and ADS III Holdings under this Agreement shall terminate, except as to matters which expressly survive termination. d. Contingency Date. ADS III Holdings shall have until 5:00 p.m. (Pacific Standard Time) on the Contingency Date in which to approve or disapprove, in ADS III Holdings’ sole and absolute discretion, any and all inspections, investigations, tests and studies set forth in Section 7.2 by providing written notice to City (“ADS III Holdings’ Approval Notice”). In the event ADS III Holdings determines the City Property is not acceptable to ADS III Holdings for any reason, in accordance with the immediately preceding sentence, ADS III Holdings shall have the right to terminate this Agreement by delivering written notice to City of its election to terminate pursuant to this Section 7.2 at or before the Contingency Date (“ADS III Holdings’ Disapproval Notice”).

In the event ADS III Holdings has not provided City, by the Contingency Date, with ADS III Holdings’ Approval Notice or ADS III Holdings’ Disapproval Notice, this Agreement shall automatically be deemed to have been terminated effective as of the Contingency Date, except for covenants that survive the termination of this Agreement.

If ADS III Holdings timely notifies City of ADS III Holdings’ election to terminate this Agreement or if this Agreement is deemed to have been terminated as provided above, upon such termination, each party shall promptly execute and deliver to Escrow Agent such documents as Escrow Agent may reasonably require to evidence such termination,

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11 and the respective obligations of ADS III Holdings and City under this Agreement shall terminate, except as to matters which expressly survive termination.

7.3. City’s Conditions Prior to Closing. The obligation of the City to complete the exchange of the ADS III Holdings Property for the City Property is subject to the satisfaction or waiver by City of all of the following conditions:
a. ADS III Holdings shall have delivered through Escrow an executed, acknowledged and recordable ADS III Holdings Grant Deed sufficient to convey fee title in the ADS III Holdings Property to the City as set forth in Section 5.1. b. ADS III Holdings shall have delivered through Escrow a Non- Foreign Transferor Declaration duly executed and in the form of Exhibit F attached hereto and such other funds and documents as are necessary to comply with ADS III Holdings’ obligations under this Agreement.
c. ADS III Holdings shall not be in default of any of its obligations under the terms of this Agreement, and all of ADS III Holdings’ representations and warranties made as of the date of this Agreement shall continue to be true and correct as of the close of Escrow.
d. City shall have approved the condition of title to the ADS III Holdings Property and Escrow Agent shall have committed to deliver to City an owner title insurance policy meeting the requirements set forth in Section 4 above. e. City shall have shall have provided City’s Approval Notice as provided in Section 7.1 above.
f. ADS III Holdings shall hold a design meeting with City to allow City to select home finishes based upon standard options offered to buyers of homes within the Bancroft Project.
g. ADS III Holdings shall have satisfactorily completed construction of the New Home on the ADS III Holdings Parcel in accordance with the approved construction documents for “Plan 2” per Exhibit G and shall have obtained all required permits, approvals, and occupancy certificates, including a final certificate of occupancy, as well as paid all applicable fees for the New Home. City impact fees, City permit fees and City inspection fees for the New Home shall be waived or paid by City on ADS III Holdings’ behalf. Nothing in the foregoing shall be construed as a waiver of (i) fees City collects on behalf of other public agencies; or (ii) City impact fees, City permit fees or City inspection fees payable with respect to the other 26 residential units in the Bancroft Project.
h. No casualty event or other material adverse change as to the condition of the ADS III Holdings Property shall have occurred between the date a final certificate of occupancy is issued by City with respect to the New Home and the closing date of the transaction.

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12 On failure of any of the conditions set forth above, City may terminate this Agreement with no further liability to ADS III Holdings by giving notice to ADS III Holdings on or before the expiration of the time allowed for each condition.

7.4. ADS III Holdings’ Conditions Precedent to Closing. The obligation of ADS III Holdings to complete the exchange of the ADS III Holdings Property for the City Property is subject to the satisfaction or waiver by ADS III Holdings of all of the following conditions:
a. City shall have delivered through Escrow an executed, acknowledged and recordable City Grant Deed sufficient to convey fee title in the City Property to ADS III Holdings as set forth in Section 5.1. b. City shall have delivered through Escrow a Certificate of Acceptance in the form attached to the ADS III Holdings Grant Deed. c. City shall have delivered through Escrow a Non-Foreign Transferor Declaration duly executed and in the form of Exhibit F attached hereto and such other funds and documents as are necessary to comply with City's obligations under this Agreement.
d. City shall not be in default of any of its obligations under the terms of this Agreement, and all of City’s representations and warranties made as of the date of this Agreement shall continue to be true and correct as of the close of Escrow. e. ADS III Holdings shall have approved the condition of title to the City Property and Escrow Agent shall have committed to deliver to ADS III Holdings a title insurance policy meeting the requirements set forth in Section 4 above. f. ADS III Holdings shall have provided ADS III Holdings’ Approval Notice as provided in Section 7.2 above.

On failure of any of the conditions set forth above, ADS III Holdings may terminate its obligations under this Agreement with no further liability to City by giving notice to City on or before the expiration of the time allowed for each condition.

8. Acceptance of Properties As-Is.

8.1. City Acknowledgements. City acknowledges and agrees that prior to the close of Escrow it will have had full opportunity to inspect and investigate every aspect of the ADS III Holdings Property, including all matters related to legal status or requirements, physical condition, zoning, environmental condition, title and all other matters of significance. City specifically acknowledges and agrees that the ADS III Holdings Property is being conveyed in an “AS IS” condition and “WITH ALL FAULTS” as of the date of close of Escrow. Except as expressly set forth in this Agreement, no statements, representations or warranties have been made or are made and no responsibility has been or is assumed by ADS III Holdings, or by any officer, employee, person, firm, agent or representative acting or purporting to act on behalf of ADS III Holdings, as to any matters concerning, or that might in any manner affect, the ADS III

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13 Holdings Property, including the value or income potential thereof, and City is not relying upon any such statement, representation or warranty. City acknowledges that ADS III Holdings has requested City to inspect fully the ADS III Holdings Property and investigate all matters relevant thereto and to rely solely upon the results of City's own inspections or other information obtained or otherwise available to City, rather than any information that may have been provided by ADS III Holdings to City, other than ADS III Holdings’ express representations and warranties set forth in this Agreement or in the documents executed in connection with this Agreement. a. ADS III Holdings shall provide to City its standard warranty as stated in its “Homeowners Maintenance Manual,” form: May 3, 2021, or such other warranty that ADS III Holdings proposes, and City, in its sole discretion, accepts, and shall ensure that manufacturers’ warranties for all appliances and residential building systems are assigned or transferred, to the extent possible.

8.2. ADS III Holdings Acknowledgements. ADS III Holdings acknowledges and agrees that prior to the close of Escrow it will have had full opportunity to inspect and investigate every aspect of the City Property, including all matters related to legal status or requirements, physical condition, zoning, environmental condition, title and all other matters of significance. ADS III Holdings specifically acknowledges and agrees that the City Property is being conveyed in an “AS IS” condition and “WITH ALL FAULTS” as of the date of close of Escrow. Except as expressly set forth in this Agreement, no statements, representations or warranties have been made or are made and no responsibility has been or is assumed by City, or by any officer, employee, person, firm, agent or representative acting or purporting to act on behalf of City, as to any matters concerning, or that might in any manner affect, the City Property, including the condition or repair of the City Property or the value or income potential thereof, and ADS III Holdings is not relying upon any such statement, representation or warranty. ADS III Holdings acknowledges that City has requested ADS III Holdings to inspect fully the City Property and investigate all matters relevant thereto and to rely solely upon the results of ADS III Holdings’ own inspections or other information obtained or otherwise available to ADS III Holdings, rather than any information that may have been provided by City to ADS III Holdings, other than City's express representations and warranties set forth in this Agreement or in the documents executed in connection with this Agreement.

9. Other Obligations

9.1. Temporary Construction License Agreement. Within 10 days following the Effective Date, the parties shall execute a temporary construction license agreement substantially in the form attached hereto as Exhibit C (“License Agreement”) providing ADS III Holdings the right to access and, at its sole risk, commence construction of its new corporate headquarters building on the City Property prior to Closing, pursuant to the terms and conditions of the License Agreement and subject to the requirements of applicable laws and all land use entitlements and development permits.

9.2. Applications. City will expeditiously process applications for permits for construction of Discovery Headquarters.

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14 10. Closing Statement. ADS III Holdings and City hereby instruct Escrow Agent to release copies of their respective closing statements to each other.

11. Loss or Damage to Property. Loss or damage to the ADS III Holdings Property, by fire or other casualty, occurring prior to Closing, shall be at the risk of ADS III Holdings.

Loss or damage to any improvements constructed by ADS III Holdings on the City Property, by fire or other casualty, occurring prior to Closing, shall be at the risk of ADS III Holdings.

12. Warranties, Representations, and Covenants of City. City hereby warrants, represents, and/or covenants to ADS III Holdings that:

12.1. Pending Claims. To the best of City’s knowledge, there are no actions, suits, claims, legal proceedings, or any other proceedings affecting the City Property or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign.

12.2. Encroachments. To the best of City’s knowledge, there are no encroachments onto the City Property by improvements on any adjoining property.

12.3. City’s Title. Until the close of Escrow, City shall not do anything which would impair City's title to any of the City Property.

12.4. Conflict with Other Obligation. To the best of City’s knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, covenants, conditions and restrictions, or other agreement or instrument to which City or the City Property may be bound.

12.5. Authority. City is the owner of and has the full right, power, and authority to sell, convey, and transfer the City Property to ADS III Holdings as provided herein and to carry out City’s obligations hereunder. Each party executing this Agreement on behalf of City is duly and validly authorized to do so on behalf of City.

12.6. Bankruptcy. Neither City nor any related entity is the subject of a bankruptcy proceeding, and permission of a bankruptcy court is not necessary for City to be able to transfer the City Property as provided herein.

12.7. Governmental Compliance. City has not received any notice from any governmental agency or authority alleging that the City Property is currently in violation of any law, ordinance, rule, regulation or requirement applicable to its use and operation, including any Environmental Laws. If any such notice or notices are received by City following the date this Agreement is signed by City, City shall notify ADS III Holdings within ten (10) days of receipt of such notice. City then, at its option, may either elect to perform the work or take the necessary corrective action prior to the close of Escrow or refuse to do so, in which case City shall notify ADS III Holdings of such refusal and ADS III Holdings shall be entitled to either close Escrow with knowledge of such notice(s) or terminate this Agreement.

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15 12.8. Right to Possession. No person or entity other than City has the right to possess the City Property or any portion thereof, as of the date of this Agreement.

12.9. No Tenants. The City Property is not occupied by City or any other person or entity. City shall not enter into any lease or other agreement, respecting use or occupancy of the City Property or any portion thereof, without the written consent of ADS III Holdings.

12.10. Non-Foreign Transferor. City is not a "foreign person" within the meaning of the Foreign Investment in Real Property Act or any similar state statute, and City will comply with all of the requirements of the Foreign Investment in Real Property Act and any similar state statute in connection with this transaction.

12.11. Change of Situation. Until the close of Escrow, City shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 12 (12.1 through 12.10, inclusive) not to be true as of the close of Escrow, immediately give written notice of such fact or condition to ADS III Holdings.

13. Warranties, Representations, and Covenants of ADS III Holdings. ADS III Holdings hereby warrants, represents, and/or covenants to City that:

13.1. Pending Claims. To the best of ADS III Holdings’ knowledge, there are no actions, suits, claims, legal proceedings, or any other proceedings affecting the ADS III Holdings Property or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign.

13.2. Encroachments. To the best of ADS III Holdings’ knowledge, there are no encroachments onto the ADS III Holdings Property by improvements on any adjoining property.

13.3. ADS III Holdings’ Title. Until the close of Escrow, ADS III Holdings shall not do anything which would impair ADS III Holdings’ title to any of the ADS III Holdings Property.

13.4. Conflict with Other Obligation. To the best of ADS III Holdings’ knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, covenants, conditions and restrictions, or other agreement or instrument to which ADS III Holdings or the ADS III Holdings Property may be bound.

13.5. Authority. ADS III Holdings is the owner of and has the full right, power, and authority to sell, convey, and transfer the ADS III Holdings Property to City as provided herein and to carry out ADS III Holdings’ obligations hereunder.

13.6. Bankruptcy. Neither ADS III Holdings nor any related entity is the subject of a bankruptcy proceeding, and permission of a bankruptcy court is not necessary for ADS III Holdings to be able to transfer the ADS III Holdings Property as provided herein.

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16 13.7. Governmental Compliance. ADS III Holdings has not received any notice from any governmental agency or authority alleging that the ADS III Holdings Property is currently in violation of any law, ordinance, rule, regulation or requirement applicable to its use and operation, including any Environmental Laws (defined below). If any such notice or notices are received by ADS III Holdings following the date this Agreement is signed by City, ADS III Holdings shall notify City within ten (10) days of receipt of such notice. ADS III Holdings then, at its option, may either elect to perform the work or take the necessary corrective action prior to the close of Escrow or refuse to do so, in which case ADS III Holdings shall notify City of such refusal and City shall be entitled to either close Escrow with knowledge of such notice(s) or terminate this Agreement.

13.8. Right to Possession. No person or entity other than ADS III Holdings has the right to possess the ADS III Holdings Property or any portion thereof, as of the date of this Agreement. ADS III Holdings shall not enter into any lease or other agreement, respecting use or occupancy of the ADS III Holdings Property or any portion thereof, without the written consent of City, other than those agreements necessary to complete the New Home described in Exhibit G.

13.9. Non-Foreign Transferor. ADS III Holdings is not a “foreign person” within the meaning of the Foreign Investment in Real Property Act or any similar state statute, and ADS III Holdings will comply with all of the requirements of the Foreign Investment in Real Property Act and any similar state statute in connection with this transaction.

13.10. Change of Situation. Until the close of Escrow, ADS III Holdings shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 13 (13.1 through 13.10, inclusive) not to be true as of the close of Escrow, immediately give written notice of such fact or condition to City.

14. Hazardous Materials and Environmental Laws Definitions.

14.1. Hazardous Materials. As used in this Agreement, the term “Hazardous Materials” shall mean any substance, material, or waste which is or becomes, prior to the close of Escrow, regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” or “restricted hazardous waste” under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (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 or asbestos containing materials, (vii) polychlorinated byphenyls, (viii) Methyl-tert-Butyl Ether, (ix) listed under Article 9 or defined as “hazardous” or “extremely hazardous” pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (x) designated as a “hazardous substances”

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17 pursuant to Section 311 of the Clean Water Act, (33 U.S.C. §1317), (xi) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., or (xii) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq.

14.2. Environmental Laws. As used in this Agreement, the term “Environmental Laws” means all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environmental Quality Act, and the rules, regulations, and ordinances of the California Department of Toxic Substances Control, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus.

15. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the Escrow created hereby, is contingent upon the specific acceptance and approval of this Agreement by the City. The execution of this Agreement by City and the delivery of same to Escrow Agent constitutes said acceptance and approval.

16. Full and Complete Settlement for Fee Interest. The City Property is being conveyed by City to ADS III Holdings in consideration for all of ADS III Holdings’ interest in the ADS III Holdings Property and any rights or obligations which exist or may arise out of the acquisition of the ADS III Holdings Property for public purposes, including without limitation, ADS III Holdings’ fee interest in the land and any improvements and fixtures and equipment located thereon, improvements pertaining to the realty (if any), severance damages, relocation assistance, any alleged pre-condemnation or inverse condemnation damages, loss of business goodwill (if any), costs, interest, attorney's fees, and any claim whatsoever of ADS III Holdings or ADS III Holdings’ Parties (defined below) which might arise out of or relate in any respect to the acquisition of the ADS III Holdings Property by the City.

ADS III Holdings, on behalf of itself and all ADS III Holdings’ Parties, fully releases and discharges City from all and any manner of rights, demands, liabilities, obligations, claims, or cause of actions, in law or equity, of whatever kind or nature, whether known or unknown, whether now existing or hereinafter arising, which arise from or relate in any manner to (i) City’s acquisition of the ADS III Holdings Property or the relocation of ADS III Holdings’ Parties’ business operations, if any, or the relocation of any person or persons, business or businesses, or other occupant or occupants located on the ADS III Holdings Property, including the specific waiver and release of any right to any relocation benefits, assistance and/or payments under California Government Code Section 7260, et seq., notwithstanding that such relocation assistance, benefits and/or payments may be otherwise required under said sections or other state or federal law; and (ii) compensation for any interest in the ADS III Holdings Property or the business operations conducted thereon, if any, including, but not limited to, land and improvements, fixtures, furniture, or equipment thereon, goodwill, severance damage, attorneys' fees or any other compensation of any nature whatsoever. The term “ADS III Holdings’ Parties”

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4896-3030-7145 v14
18 means ADS III Holdings and ADS III Holdings’ employees, affiliates, subsidiaries, officers, representatives, successors and assigns.

It is hereby intended that the above release relates to both known and unknown claims that ADS III Holdings or ADS III Holdings’ Parties may have, or claim to have, against the City with respect to the subject matter contained herein or the events relating thereto. By releasing and forever discharging claims both known and unknown, which are related to or which arise under or in connection with the items set out above, ADS III Holdings expressly waives on behalf of himself and ADS III Holdings’ Parties any rights under 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.”

17. Broker’s Commission. ADS III Holdings and City each warrants and represents that it has not engaged the services of any agent, finder or broker in connection with the transaction which is the subject of this Agreement, and that it is not liable for any real estate commissions, broker’s fees or finder’s fees which may accrue by means of the sale of the ADS III Holdings Property, and/or the City Property. ADS III Holdings and City agree to and do hereby indemnify and hold the other harmless from and against any and all costs, liabilities, losses, damages, claims, causes of action or proceedings which may result from any broker, agent or finder, licensed or otherwise, which it has employed in connection with the transaction covered by this Agreement.

18. Waiver, Consent and Remedies. Each provision of this Agreement to be performed by City and ADS III Holdings shall be deemed both a covenant and a condition and shall be a material consideration for ADS III Holdings’ and City’s performance hereunder, as appropriate, and any breach thereof by City or ADS III Holdings shall be deemed a material default hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement.

Except as otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the other party’s breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Agreement.

19. Attorneys’ Fees. In the event any declaratory or other legal or equitable action is instituted between ADS III Holdings, City and/or Escrow Agent in connection with this

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4896-3030-7145 v14
19 Agreement, then as between City and ADS III Holdings, the prevailing party shall be entitled to recover from the losing party all of its costs and expenses, including court costs and reasonable attorneys’ fees, and all fees, costs and expenses incurred on any appeal or in collection of any judgment.

20. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by e-mail, reputable overnight courier, or sent by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received upon the earlier of: (i) if personally delivered, the date of delivery to the address of the person to receive such notice; (ii) if mailed, three (3) business days after the date of posting by the United States post office; (iii) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; or (iv) if sent by e-mail, with the original sent on the same day by overnight courier, the date on which the e-mail is received, provided it is before 5:00 P.M. Pacific Time. Notice of change of address shall be given by written notice in the manner described in this Section 20. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent.

Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:

If to City: City of Pittsburg
65 Civic Avenue
Pittsburg, CA 94565
Attention: City Manager
E-mail: [email protected]

With a copies to: City of Pittsburg
65 Civic Avenue
Pittsburg, CA 94565
Attention: City Attorney
E-mail: [email protected]

Burke Williams & Sorensen LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612
Attention: Gerald J. Ramiza, Esq.

E-mail: [email protected]

If to Developer: ADS III Holdings:
3240 Stone Valley Road West, Ste 2
Alamo, CA 94507
Attention: Louis Parsons
E-mail: [email protected]

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4896-3030-7145 v14
20 With a copy to: Hanson Bridgett LLP
1676 No. California Blvd., Suite 620
Walnut Creek, CA 94596
Attention: Ellis F. Raskin
E-mail: [email protected]

21. Default. Failure or delay by either party to perform any covenant, condition or provision of this Agreement within the time provided herein constitutes a default under this Agreement. The injured party shall give written notice of default to the party in default, specifying the default complained of. The defaulting party shall immediately commence to cure such default and shall diligently complete such cure within ten (10) days from the date of the notice. The injured party shall have the right to terminate this Agreement by written notice to the other party in the event of a default which is not cured within such ten (10) day period.

22. Gender and Number. In this Agreement (unless the context requires otherwise), the masculine, feminine and neuter genders and the singular and the plural shall be deemed to include one another, as appropriate.

23. Entire Agreement. This Agreement and its Exhibits A through G constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions thereof. All prior agreements, representations, negotiations and understanding of the parties hereto, oral or written, express or implied, are hereby superseded and merged herein.

24. Captions. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof.

25. Governing Law. This Agreement and the exhibits attached hereto have been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California, without reference to its choice of law provisions.

26. Severability. If any provision of this Agreement as applied to any party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole.

27. Amendments. No addition to or modification of any provision contained in this Agreement shall be effective unless fully set forth in writing by City and ADS III Holdings.

28. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

29. Time of Essence. Time is of the essence of each provision of this Agreement.

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21 30. Binding Upon Successors. The terms and conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereof. ADS III Holdings may not assign its rights or obligations under this Agreement to any other person or entity.

31. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day (such as the day escrow opens), and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term “holiday” shall mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time.

32. Legal Advice. Each party represents and warrants to the other the following:
they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise.

33. Cooperation. Each party agrees to cooperate with the other in the Closing of this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement.

[Remainder of Page Intentionally Blank]

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22 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.

CITY:

CITY OF PITTSBURG, a municipal corporation of
the State of California
Date: __________________, 2025 By: _____________________________ Maria M Aliotti, City Manager

APPROVED AS TO FORM:
_______________________________
Donna Mooney, City Attorney

ADS III HOLDINGS, LLC.:

Date: __________________, 2025 By: _______________________________ Albert D. Seeno, III, Manager

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4896-3030-7145 v14 Consent of Escrow Agent

CONSENT OF ESCROW AGENT
Escrow Agent hereby acknowledges receipt of a copy of a fully executed original of this Agreement. Escrow Agent hereby agrees (i) to be and serve as Escrow Agent pursuant to this Agreement; and (ii) subject to further escrow instructions mutually agreeable to the parties and Escrow Agent, to be bound by the Agreement in the performance of its duties as Escrow Agent and to hold and disburse all funds received by Escrow Agent in accordance with the provisions of this Agreement; provided, however, Escrow Agent shall have no obligation, liability, or responsibility under any amendment to the Agreement unless and until the same is accepted by Escrow Agent in writing. Escrow Agent has assigned this Agreement file number [____________].

[______________] TITLE COMPANY
By: _________________________

Its: __________________________

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4896-3030-7145 v14 Exhibit A

EXHIBIT A

LEGAL DESCRIPTION OF ADS III HOLDINGS PARCEL

TO BE INSERTED

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4896-3030-7145 v14 Exhibit B

EXHIBIT B

LEGAL DESCRIPTION OF CITY PROPERTY

TO BE INSERTED

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4896-3030-7145 v14 Exhibit C

EXHIBIT C

FORM OF TEMPORARY CONSTRUCTION LICENSE AGREEMENT

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4896-3030-7145 v14 Exhibit D

EXHIBIT D

ADS III HOLDINGS GRANT DEED
Recording Requested by and )
After Recordation Mail to: )
)
________________________ )
________________________ )
________________________ )
________________________ )
____________________________________________________________________________________________ This document is exempt from the payment of a recording fee pursuant to Government Code § 27383

GRANT DEED
For valuable consideration, the receipt of which is hereby acknowledged, ADS III HOLDINGS, LLC., a California limited liability company, hereby grants to CITY OF PITTSBURG, a municipal corporation of the State of California, the real property located in the City of Pittsburg, California, described in Attachment No. 1 attached hereto.

Dated: , 202_ ___________________________________
Albert D. Seeno, III, Manager

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4896-3030-7145 v14 Attachment No. 1 to Exhibit D

ATTACHMENT NO. 1

TO EXHIBIT D

LEGAL DESCRIPTION OF ADS III HOLDINGS PARCEL

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4896-3030-7145 v14 Acknowledgements to Exhibit D

ACKNOWLEDGEMENTS

STATE OF CALIFORNIA )
) ss.

COUNTY OF )
On , 20__, before me, , the
undersigned, personally appeared ,
( ) personally known to me
( ) 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.

WITNESS my hand and official seal:

Signature

STATE OF CALIFORNIA )
) ss.

COUNTY OF )
On , 20 , before me, , the
undersigned, personally appeared ,
( ) personally known to me
( ) 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.

WITNESS my hand and official seal:

Signature

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4896-3030-7145 v14 Certificate of Acceptance to Exhibit D

CERTIFICATE OF ACCEPTANCE
This is to certify that the fee interest in real property conveyed by Grant Deed dated , 202_, from ADS III Holdings, Inc., a California Corporation, as grantor, to City of Pittsburg, a municipal corporation of the State of California, as grantee, is hereby accepted by the pursuant to authority conferred by
Resolution No. _________, dated ___________, 202_, and the City, as grantee, consents to recordation of said Grant Deed.

Dated: , 202__ CITY OF PITTSBURG
By:

Its:

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4896-3030-7145 v14 Acknowledgement to Certificate of Acceptance – Exhibit D

ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
) ss.

WITNESS my hand and official seal:

Signature

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4896-3030-7145 v14 Exhibit E

EXHIBIT E

CITY GRANT DEED
Recording Requested by and )
After Recordation Mail to: )
)
________________________ )
________________________ )
________________________ )
Attn: ____________________ )

____________________________________________________________________________________ This document is exempt from the payment of a recording fee pursuant to Government Code § 27383

GRANT DEED
For valuable consideration, the receipt of which is hereby acknowledged, CITY OF PITTSBURG, a municipal corporation of the State of California, hereby grants to ADS III HOLDINGS, LLC., a California limited liability company, the real property located in the City of Pittsburg, California, described in Attachment No. 1 attached hereto.

Dated: ___________________202_ CITY OF PITTSBURG:

By: __________________________
Garrett Evans, City Manager

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4896-3030-7145 v14 Attachment 1 to Exhibit E

ATTACHMENT NO. 1

TO EXHIBIT E

LEGAL DESCRIPTION OF CITY PROPERTY

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4896-3030-7145 v14 Acknowledgement to Exhibit E

ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
) ss.

WITNESS my hand and official seal:

Signature

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4896-3030-7145 v14 Exhibit F

EXHIBIT F

NON-FOREIGN TRANSFEROR DECLARATION
Section 1445 of the Internal Revenue Code of 1954, as amended ("Code"), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.

To inform the transferee that withholding of tax is not required upon the disposition of a U. S. real property interest by , the undersigned hereby certifies the following:

1. The Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);

2. The Transferor's U. S. employer identification number or social security number is .

3. The Transferor's office address or mailing address is _______________________________________________________________________.

The Transferor understands that this Certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalty of perjury the undersigned declares that he/she has examined this Certification and to the best of his/her knowledge and belief it is true, correct, and complete, and further declares that he/she has authority to sign this document on behalf of the Transferor.

By: _______________________________
_______________________________
[Print Name]
Date:______________________________

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Exhibit G
4896-3030-7145 v14

EXHIBIT G
PLOT PLAN AND ELEVATION OF NEW HOME ‘Plan 2’

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1 4913-8350-0106 v7

TEMPORARY CONSTRUCTION LICENSE AGREEMENT
This Temporary Construction License Agreement (this “Agreement”) is entered into as of ___________________, 2025 (“Effective Date”), by and between the CITY OF PITTSBURG, a municipal corporation of the State of California ("City"), and ___________________ , a _________________ ("Developer"). City and Developer are referred to herein individually as a “Party” and collectively as the “Parties”.

RE C I T A L S
A. City is the owner of that certain approximately ______ acre real property located adjacent to the Contra Costa County Courthouse, and across the street from Pittsburg City Hall in the City of Pittsburg, County of Contra Costa, State of California designated as APNs 086-100- 050, -051, -052, ___, and _____ (“City Property”), as more particularly described and depicted in Exhibit 1 and Exhibit 2, attached hereto and incorporated herein by this reference.

B. Concurrently herewith the Parties are entering into an Agreement for Exchange of Real Property (Including Escrow Instructions) (“Exchange Agreement”) under which City, subject to satisfaction of certain City conditions precedent to Closing, will convey the City Property to Developer in exchange for Developer conveyance to City of a new single family dwelling to be constructed by Developer on that approximately 0.14 acre parcel designated as Lot 6 in the Bancroft Garden II subdivision, with a street address of 2125 Birchwood Court, Pittsburg, California.

C. As contemplated by Exchange Agreement, the Parties desire to enter into this Agreement to permit Developer, at its sole risk and expense, to commence construction of a new corporate office building for use by Developer and its affiliates (“Building”) on the City Property prior to satisfaction of the conditions precedent to closing.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AG R E E M E N T

1. Effect of Agreement; Grant of License. Subject to the terms of this Agreement, City hereby grants to Developer a non-exclusive temporary license (“License”) over all areas of the City Property (“License Area”), to allow Developer to perform the Work.

2. Definitions.
(a) The term “Work” as used in this Agreement refers to all work associated with the construction of the Building and ancillary improvements on or about the City Property. (b) The term “Project” as used in this Agreement means Developer’s proposed development of the Building on the City Property.

3. Term. The term of the License granted by this Agreement shall commence as of the Effective Date and shall terminate on the first to occur of: (1) the closing of the land exchange

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2 4913-8350-0106 v7
transaction as contemplated by the Exchange Agreement; (2) the expiration or termination of the Exchange Agreement in accordance with its terms prior to closing of the land exchange transaction, or (3) _________, 2027, or such later date as the Parties may agree each in their sole discretion.

4. Limitations on Developer’ Exercise of License Rights. In connection with any exercise of rights under the Agreement by Developer or its affiliates, the following shall apply:
(a) Operating Rules and Regulations. At all times during performance of the Work, Developer shall comply with the operating rules and regulations reasonably established by City (the “Operating Rules and Regulations”). All contractors and subcontractors directly contracted by Developer to perform the Work shall be properly licensed. All Work performed by or for Developer shall be performed lien-free and in a good and workmanlike manner. (b) Compliance with Exchange Agreement and Laws. Developer shall comply in all respects with the Exchange Agreement and all federal, state and local statutes, ordinances, rules and regulations of all governmental agencies and authorities (collectively, “Laws”) relating to its operations and exercise of rights under this Agreement and performance of the Work. (c) Project Approvals. Developer acknowledges and agrees that execution of this Agreement by City does not constitute City’s approval of the Project, does not limit in any manner the discretion of City in considering land use approvals or issuance of permits for the Project, and does not relieve Developer from the obligation to apply for and obtain from City and all other agencies with jurisdiction over the Property, all necessary approvals, entitlements, and permits for the Project, including without limitation, the approval of architectural plans, and the approval of the Project in compliance with CEQA, nor does it limit in any manner the discretion of City or any other agency in the approval process.
(d) Notice and Approval of Plans. Developer, when exercising its rights granted hereunder, shall give not less than ten (10) days’ prior written notice to City prior to commencing Work on the City Property. No Work may be performed within any portion of the License Area unless and until (i) Developer shall have obtained all required governmental approvals and permits for that portion of the Work; (ii) copies of all governmental approvals and permits issued by agencies other than City shall have been delivered to City; and (iii), evidence of all required insurance from Developer and all contractors and subcontractors shall be provided to the City prior to commencement of the Work by those contractors or subcontractors. (e) Lien Free. Developer shall keep the City Property free and clear of all encumbrances, mechanics’ liens, stop notices, demands and claims arising from work done by or for Developer or for persons claiming under Developer, and Developer shall indemnify and save City free and harmless from and against any claims arising from or relating to the same. If Developer fails to remove or satisfy any such encumbrance, mechanics’ lien, stop notice or claim in connection with such work performed by or on behalf of Developer within ten (10) business days after written notice by City, City shall have the right (but not the obligation), in addition to any other rights or remedies of City, to use whatever means in its discretion it may deem appropriate to cause said encumbrance, claim, stop notice, or lien to be rescinded, discharged, compromised, dismissed or removed, including, without limitation, posting a bond. Any such

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sums paid by City, including attorneys’ fees and bond premiums, shall be immediately due and payable to City by Developer. Developer shall immediately give City notice of any encumbrance, claim, demand, stop notice or lien made or filed against the City Property and/or any action affecting title to the City Property. City shall have the right to post and keep posted at the City Property notices of non-responsibility or other notices that City may deem to be proper for the protection of City’s interest in the City Property.
(f) All Work at Developer’s Sole Risk. All Work performed by Developer pursuant to this Agreement shall be at Developer’ sole risk. If for whatever reason, Closing under the Exchange Agreement does not occur, or the City Property is not otherwise conveyed to Developer, City shall have no liability to Developer for amounts expended by Developer in connection with design, planning, development or construction of the Building or any ancillary improvements on or about the City Property.
(g) Property Taxes and Assessments. Developer shall be solely responsible for paying, prior to delinquency, any property taxes or assessments associated with the value of any Project improvements constructed on the City Property.
(h) Survival. The provisions of this Section 4 shall survive the expiration or termination of this Agreement.

5. Indemnification.
(a) To the fullest extent permitted by law, and in addition to defense and indemnity obligations under the Exchange Agreement, Developer shall indemnify, protect, hold harmless, and defend (using counsel selected by City, after consultation with Developer) City and its councilmembers, officials, officers, contractors, agents and employees (collectively, the “City Parties”) from and against any and all claims made against any of the City Parties and all costs, damages, fines, judgments, penalties, citations, orders, losses, claims, liabilities or expenses, including attorneys’ fees and costs, suffered or incurred by the City Parties, or any of them, arising from the acts, omissions, negligence or willful misconduct of Developer or its employees, contractors, subcontractors, agents or invitees in connection with performance of Work on the City Property or development of the Project, including without limitation: any payments made under any workers compensation law or any plan of employee’s disability and death benefits, alleged violations of the California Labor Code or other laws concerning worker rights or safety, alleged violations of the California Environmental Quality Act, alleged failure to obtain a SWPPP and WDID, alleged failure to comply with the SWPPP or other General Permit obligations, alleged violations of other state or federal laws or regulations, negligence, inverse condemnation, and nuisance claims, except only such damages, costs, claims, causes of action or demands caused by the gross negligence or willful misconduct of City or City Parties. (b) The City Parties shall not be responsible or liable to Developer for any loss, damage or expense that may be occasioned by, through, or in connection with any acts or omissions of other users or occupants of the City Property, or authorized or unauthorized visitors to it during the term of this Agreement.

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(c) The covenants and conditions of this Section 5 shall survive the expiration or earlier termination of this Agreement until all claims, damages and obligations within the scope of this Section 5 are fully, finally, and absolutely resolved or barred by the applicable statutes of limitations.

6. City Rights in Event of Termination Prior to Closing. In the event this Agreement expires or is terminated in accordance with its terms prior to closing of the land exchange transaction contemplated by the Exchange Agreement, City, at its option, shall have the right by written notice to Developer (“Notice of Election”): (a) to require that Developer, at its expense, remove some or all improvements constructed or installed by Developer on the City Property, including below grade foundations, as designated in City’s notice and restore the City Property to substantially its condition existing as of the Effective Date, or (b) to require that Developer leave the improvements constructed and installed by Developer on and about the City Property in place and quitclaim and transfer to City, at no cost to City, all of Developer’s right, title and interest in such improvements, including all building materials located on the City Property, and assign to City, at no cost to City, all documents, reports, and other work product generated by third parties for Developer with respect to the Project that Developer owns or has the right to transfer, including:
(i) all environmental reports, geotechnical reports, surveys, lot studies and improvement plans; (ii) design concepts and draft land use and infrastructure plans, and any other permits and approvals for any other land use entitlements pertaining to the Project; and (iii) any other relevant information or documentation relative to entitlement, approval or development of the Project (excluding only attorney client privileged communications and Confidential Information) (collectively, “Third- Party Materials”). If City opts to pursue its rights under clause (a) above, Developer, at its expense, shall commence removal of all improvements identified in City’s Notice of Election from the City Property and the City Property to be restored to substantially its condition existing as of the Effective Date within 60 days following City’s delivery of its Notice of Election. Developer shall thereafter diligently proceed with the removal and complete the removal within 180 days. If City opts to pursue its rights under clause (b) above, then Developer, at no expense to City, within 30 days following City’s delivery of its Notice of Election, shall quitclaim, transfer and assign to City by quitclaim deed and bill of sale, assignment agreement or other written instrument reasonably acceptable to City, all of Developer’s right, title and interest in the Building and improvements constructed or installed by Developer on or about the City Property, all building materials located on the City Property, and all Third Party Materials.

The provisions of this Section 6 shall survive the expiration or termination of this Agreement.

7. Insurance and Subrogation.
(a) Developer and all contractors and subcontractors accessing the City Property shall keep in full force and effect during the term of the License, the following policies of insurance:
(i) a commercial general liability insurance policy, including blanket contractual and completed operations coverage, written on an “occurrence” basis, with the limits of liability as indicated below:

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Company Developer Contractors Subcontractors
Combined single limit
per occurrence of bodily
injury, including death,
and property damage
$2,000,000 $1,000,000 $1,000,000 (except as
otherwise approved by
City on a case-by-case
basis)
Annual aggregate $5,000,000 $2,000,000 $2,000,000

(ii) Automobile liability insurance with a limit of not less than One Million Dollars ($1,000,000) combined single limit per accident for bodily injury and property damage (which may be met with a combination of automobile and umbrella coverage). (iii) Workers’ compensation with a limit of not less than the applicable statutory limit.
(iv) Employer’s liability insurance with limits of not less than One Million Dollars ($1,000,000.00). Developer and its contractors’ general liability policies shall be endorsed as needed to confirm there is no insured versus insured exclusion as to coverage for City, City and Developer.
(b) It is the parties’ intent that Developer’ commercial liability insurance provides coverage to the maximum extent possible of its indemnification obligations under the License. The commercial general liability and automobile liability insurance policies shall be written on an occurrence form, shall be endorsed to include City as an additional insured and shall provide that City will receive at least thirty (30) days’ prior written notice of any cancellation or material change in such insurance policy. Developer’s and its contractor’s general liability policies shall be endorsed as needed to provide that the insurance afforded by those policies to the additional insureds is primary and that all insurance, self-insurance or joint self-insurance carried by City or City Parties is strictly excess and secondary and shall not contribute with Developer’s liability insurance. Additionally, Developer shall obtain a waiver of subrogation from its insurer on the policies listed above.
(c) Developer shall be required to furnish to City, prior to entry on the City Property, and for the duration of this Agreement thereafter, current certificates of insurance, including endorsements for additional insured, waiver of subrogation, primary and non- contribution, insured vs. insured and primary and non-contributing, confirming that Developer’s insurance coverage and that of its contractors as specified herein is in full force and effect. (d) Notwithstanding the foregoing insurance requirements, the insolvency, bankruptcy, or failure of any insurance company carrying insurance for Developer, or failure of any such insurance company to pay claims accruing, shall not be held to waive any of the provisions of this Agreement or relieve Developer from any obligations under this Agreement. (e) The provisions of this Section 7 shall survive the termination of this Agreement.

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8. Default; Remedies.
(a) Any one or more of the following events shall constitute a default (“Default”) by Developer under this Agreement: (i) the failure by Developer to pay any sum due to City within ten (10) days after City provides written notice thereof to Developer; (ii) the failure of Developer to observe or perform any non-monetary obligations under this Agreement within fifteen (15) days from its receipt of written notice of breach (provided that the time period shall be twenty-four (24) hours if the failure results in an imminent and material threat to persons, property, or the public); (iii) prosecution of any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign relating to bankruptcy, insolvency, reorganization or relief with respect to Developer, or seeking reorganization, arrangement, adjustment, winding-up liquidation, dissolution, composition, assignment for the benefit of creditors, or other relief with respect to Developer or Developer’ debts; or (iv) the making by Developer of an assignment or any other arrangement for the general benefit of creditors under any state statute. (b) In the event of a Default, in addition to and without limiting all of City’s rights under this Agreement and available at law or in equity, City shall be entitled at City’s option to terminate this Agreement immediately upon written notice to Developer and to remove and store any and all of equipment, personal property located at the License Area at Developer’s cost and expense. In the event that City should, as a result of the Default in the performance by Developer of its obligations hereunder, incur any costs or expenses on behalf of Developer or in connection with Developer’ obligations hereunder, such sums shall be immediately due and payable to City upon rendering of an invoice to Developer.
(c) No Default by Developer shall relieve Developer of Developer’s obligations or liabilities hereunder, including under Section 6 above, all of which shall survive such Default, and the termination of this Agreement.
(d) All of the rights, powers, and remedies of City provided for in this Agreement and the Exchange Agreement or now or hereafter existing at law or in equity, or by statute or otherwise, shall be deemed to be separate, distinct, cumulative, and concurrent. No one or more of such rights, powers, or remedies, nor any mention or reference to any one or more of them in this Agreement, shall be deemed to be in the exclusion of, or a waiver of, any other rights, powers, or remedies provided for in this Agreement or the Exchange Agreement, or now or hereafter existing at law or in equity, or by statute or otherwise. The exercise or enforcement by City of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise or enforcement by City of any or all of such other rights, powers, or remedies.

9. Assignment. Developer may not assign, transfer, or otherwise encumber its interest in this Agreement during the term of this Agreement without the prior written consent of City, which consent may be withheld in City’s sole and absolute discretion. Any assignment which is not consented to by City or permitted by this Section 9 shall terminate this Agreement and the License granted herein, effective immediately and without further action by City.

10. Notice. Any notice or report required to be given by this Agreement shall be in writing and may be given by overnight delivery by recognized national service such as FedEx or UPS, by personal delivery with evidence of delivery, or by E-Mail. Notices shall be effective upon

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receipt or one business day after E-Mail transmission or delivery to the appropriate overnight service, postage paid. However, a notice delivered by email shall not be deemed to be delivered unless and until the recipient expressly acknowledges receipt of the email (it being understood that an automatic reply is not an express acknowledgement). A copy of each such notice shall be delivered to:

If to City: City of Pittsburg
65 Civic Avenue
Pittsburg, CA 94565
Attention: City Manager
E-mail: [email protected]

With a copy to: City of Pittsburg
65 Civic Avenue
Pittsburg, CA 94565
Attention: City Attorney
E-mail: [email protected]

Burke Williams & Sorensen LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612
Attention: Gerald J. Ramiza, Esq.

E-mail: [email protected]

If to Developer: ADS III Holdings:
3240 Stone Valley Road West, Ste 2
Alamo, CA 94507
Attention: Louis Parsons
E-mail: [email protected]

With a copy to: Hanson Bridgett LLP
1676 No. California Blvd., Suite 620
Walnut Creek, CA 94596
Attention: Ellis F. Raskin
E-mail: [email protected]

11. Not a Public Work. The Work Developer intends to perform in the License Area are being constructed to benefit Developer, which expects to gain ownership of the City Property upon Closing pursuant to the Exchange Agreement. The City is not paying in whole or in part for the improvements to the City Property. Accordingly, the Parties do not believe that the work is subject to prevailing wage requirements or related DIR registration requirements, including without limitation under Labor Code section 1720. Notwithstanding the foregoing, Developer is solely responsible for ensuring that its Work complies with all applicable laws and is not relying on any representation from the City, here, or otherwise, as to what is legally required.

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12. City Cooperation. The Project will require a Stormwater Pollution Prevention Plan (“SWPPP”). As the owner of the Property, the City will be the Legally Responsible Person (LRP) for the SWPPP program. As such, the City will be responsible for certifying SWPPP documents created by Developer or Developer’s consultant. The City’s cooperation shall be at no cost to the City and the parties hereto agree that Developer shall be responsible for the preparation of SWPPP reporting, conducting all necessary testing, and uploading of the same to the water board.

Developer shall be solely responsible, at its sole cost, for performing all tasks required to comply with the SWPPP and any other General Permit requirements arising from the Project.

13. Miscellaneous.
(a) In the event of litigation between the Parties in connection with this Agreement, the prevailing party shall be entitled to its reasonable attorney’s fees. (b) This Agreement, together with the Exchange Agreement, constitutes the entire agreement and understanding of the Parties, and supersedes all offers, negotiations and other agreements, with respect to Developer’s entry onto the City Property to perform the Work. There are no representations or understandings of any kind not set forth herein or in the Exchange Agreement. In the event of a conflict between the provisions of this Agreement and the Exchange Agreement, the requirement that provides City with greater control and protection shall prevail; provided that nothing in this Agreement is intended to govern any aspect of the Parties’ relationship that is not directly related to Developer’s entry onto the City Property and performance of the Work. Any amendments to this Agreement must be in writing and executed by both Parties.

No waiver of any covenant or condition of this Agreement shall be effective unless in writing and signed by the Party deemed to have given the waiver.
(c) This Agreement creates a license only and Developer acknowledges that Developer does not and shall not claim at any time, any real property interest or estate of any kind or extent whatsoever in the City Property or any portion thereof by virtue of this Agreement or Developer’ use of the License Area pursuant hereto. Nothing herein contained shall be construed as constituting a partnership, joint venture or agency relationship between City and Developer. (d) Neither this Agreement nor any memorandum hereof shall be recorded in the land records of any county or city or otherwise.
(e) This Agreement shall be construed in accordance with the laws of the State of California, without regard to the choice of law rules thereof. (f) If any term of this Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect, unless an essential purpose of this Agreement would be defeated by loss of the invalid or unenforceable provision.
(g) This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. (h) City acknowledges and agrees that the undertaking by Developer of an investigation to determine whether the City Property, including License Area, is suitable for

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Developer’s purposes is good and valuable consideration that has been delivered by Developer and received by City in connection with this Agreement. [Remainder of Page Intentionally Blank.]

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[signature page]
4913-8350-0106 v7
IN WITNESS WHEREOF, City has executed this Agreement as of the date set forth above.

CITY: CITY OF PITTSBURG
a California municipal corporation

By: ______________________________________
Maria M. Aliotti, City Manager

APPROVED AS TO FORM:
_______________________________
Donna Mooney, City Attorney

DEVELOPER: ___________________,
a _________________

By: ______________________________________
Name: ____________________________________
Title: _____________________________________

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OAK #4838-8901-2268 v8 1-1

EXHIBIT 1

CITY PROPERTY
[Legal Description of License Area]

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2–1
EXHIBIT 2
[DIAGRAM OF LICENSE AREA]

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Pittsburg City CouncilNovember 17, 2025

Pittsburg City Council
November 17, 2025