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AGREEMENT OF SALE
[Stockton, CA– 303 North El Dorado Street] (BE #199560)
KEY PROVISIONS SUMMARY
Effective Date: The date this Agreement is executed by the last to sign of Buyer and Seller (as indicated by the date associated with such party’s signature) as shown on the signature page(s) attached hereto (Section 18.15) Seller: Wells Fargo Bank, N.A., a national banking association Buyer: City of Stockton, a municipal corporation
Property: That certain real property containing approximately 1.41 acres located at 303 North El Dorado Street, Stockton, California (all of San Joaquin County tax parcel number 139-080-030) as more particularly described by a legal description from a deed/title policy attached hereto as Exhibit A and as depicted on the site plan or survey attached hereto as Exhibit B, together with all appurtenances, rights, privileges, and easements benefiting, be- longing, or pertaining thereto as well as any improvements and fixtur es located thereon (except as otherwise provided in Section 10 below)
Escrow Agent: First American Title Insurance Company, 333 W. Santa Clara Street, Suite 220, San Jose, CA 95113-1714, Attn:
Carol Herrera (email: [email protected]; telephone: (408) 451-7829); Order No. NCS-1179309-SC Earnest Money: $60,000.00 (Section 3)
Purchase Price: $425,000.00 (Section 4)
Acceptance Date: Thirty (30) days after the First Party Signature Date (Section 20) NOTE: Agreement is void if signed/dated after the Acceptance Date per Section 20.
Title Period: Thirty (30) days after the Effective Date (Section 7.1) Inspection Period: One hundred eighty (180) days after the Effective Date (Section 7.2) Closing Date: Not later than sixty (60) days after expiration of the Inspection Period (Section 11.1) Brokers: Corporate Advisory Group, Inc., dba Cresa, representing Seller, and Burns Group, representing Buyer (Sec- tion 17)
Notices:
(Section 16)
Seller: Buyer:
Wells Fargo Bank, N.A.
Corporate Properties Group
Attn: Property Admin (BE #199560)
MAC D1116-L10
1525 West W.T. Harris Blvd.
Charlotte, NC 28262
E: [email protected]
With a copy to:
Luis Rustia
Wells Fargo Bank, N.A.
E: [email protected]
And with a copy to:
SSL Law Firm LLP
505 Montgomery Street, Suite 620
San Francisco, CA 94111
Attn: Linda Jones
E: [email protected]
City of Stockton
Attn: Carrie Wright
Director of Economic Development
400 East Main Street, 4th Floor
Stockton, CA 95202
E: [email protected]
Exhibits: Exhibit A – Legal Description of Property
Exhibit B – Site Plan or Survey of Property
Exhibit C – Form of Deed
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Exhibit D – List of Due Diligence Documents
Exhibit E – Form of Lease
Exhibit F – Buyer’s Self-Insurance
Exhibit G – Decommission Scope
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AGREEMENT OF SALE
THIS AGREEMENT OF SALE (“Agreement”) is entered into as of the Effective Date by Seller and Buyer.
The parties agree as follows:
1. Key Provisions Summary; Enumeration of Exhibits . References in the body of this Agreement to a portion of the Key Provisions Summary (e.g., the defined terms in the left-hand column of the Key Provisions Summary) shall be deemed and construed to incorporate all the terms provided under each such referenced portion of the Key Provisions Summary. References in the Key Provisions Summary to a portion of the body of this Agreement (e.g., Section references in the right -hand column of the Key Provisions Summary) shall be deemed and construed to incorporate all the terms provided under each such referenced portion of the body of this Agreement. Notwithstanding anything set forth above, if there is any inconsistency between the Key Provisions Summary and another portion of this Agreement, the terms of the Key Provisions Summary shall control. The Exhibits enumerated in the Key Provisions Summary and attached to this Agreement are incorporated in this Agreement by reference and are to be construed as a part of this Agreement. Each party shall perform any obligation s on its part as set forth in any and all such Exhibits. Except where otherwise expressly provided for in this Agreement, any consent or approval required under this Agreement shall not be unreasonably withheld, delayed, or conditioned.
2. Agreement of Sale and Purchase. Subject to the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Property.
3. Earnest Money.
3.1. On or before 5:00 p.m. on the tenth business day after the Effective Date, Buyer shall deposit with the Escrow Agent (as set forth in the Key Provisions Summary) the Earnest Money (as set forth in the Key Provisions Summary). All sums paid by Buyer to Escrow Agent hereunder are included as part of the Earnest Money. Escrow Agent shall deposit the Earnest Money in a non -interest bearing account and shall hold, refund, disburse, and/or distribute, as the case may be, the Earnest Money in ac- cordance with the terms hereof.
3.2. Upon request from Escrow Agent, Seller and Buyer shall enter into such escrow agreement as Escrow Agent may reasonably request and shall jointly and severally hold Escrow Agent harmless with respect to the performance of its duties as Escrow Agent, except to the extent caused by the gross negligence or willful or wanton misconduct of Escrow Agent.
3.3. Escrow Agent Terms.
3.3.1. In the event of a default by Buyer under the terms of this Agreement leading to termination of this Agreement by Seller as provided in Section 12.1 below, or the termination of this Agreement by Seller in accordance with its terms, Escrow Agent is instructed to deliver the Earnest Money to Seller. In the event of a default by Seller under the terms of this Agreement as provided in Sec- tion 12.2 below, or the termination of this Agreement by Buyer in accordance with its terms, Escrow Agent is instructed to deliver the Earnest Money to Buyer. If the sale of the Property is closed, Escrow Agent is instructed to deliver the Earnest Money to Seller to be treated as a credit against the Purchase Price at Closing.
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3.3.2. The duties of the Escrow Agent are only as herein specifically provided and purely ministerial in nature and the Escrow Agent incurs no liability whatever except for gross negli- gence or willful or wanton misconduct. Seller and Buyer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. If Escrow Agent is also attorney for a party hereto, s ervice by the Escrow Agent as Escrow Agent does not disqualify it from repres enting such party in connection with the transactions provided for in this Agree- ment.
3.3.3. Any request for disbursement of the Earnest Money must be signed by Buyer and Seller; provided, however, that: (1) if either party terminates this Agreement in accordance with its terms, the non -terminating party’s joinder in a request for disbursement of the Earnest Money to the terminating party pursuant to such termination is not required and (2) if either party makes a written request for disbursement to Escrow Agent, with a copy to the other party, and the oth er party fails to object in writing within ten (10) business days, Escrow Agent is authorized to disburse the Earnest Money to the requesting party. In addition, Escrow Agent is authorized to disburse the Earnest Money in accordance with a court order.
3.3.4. In connection with this escrow, Buyer and Seller shall execute such ad- ditional agreements as Escrow Agent may reasonably request. If, at any time, there exist s any dispute or contradiction among the parties hereto with respect to the holding or disposition of the E arnest Money or funds for Closing, or if at any time Escrow Agent is unable to determine to Escrow Agent’s sole satisfaction the proper disposition of the E arnest Money or funds for Closing, or Escrow Agent’s proper actions with respect to its obligations hereunder, then Escrow Agent may, in its sole discretion, resign as Escrow Agent hereunder by delivery of written notice to all parties hereto, and upon such resignation, Escrow Agent shall pay the Earnest Money or funds for Closing and all interest, if any, earned thereon to (i) any court of com- petent jurisdiction for holding and disposition in accordance with the instructions of such court, or (ii) any successor escrow agent designated mutually among the parties hereto for holding and disposition in accord- ance herewith or any successor escrow agreement. Upon such resignation, Escrow Agent has no further obligations under this Agreement. Escrow Agent has no liability to any party hereto or any other person with respect to any such suspension of performance or disbursement into court or successor escrow agent, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the E arnest Money or funds for Closing, or any delay in or with respect to any other action required or requested of Escrow Agent. Buyer and Seller, jointly and sev- erally, shall reimburse Escrow Agent for all costs and expenses of any legal action or proceeding in con- nection with the Earnest Money, funds for Closing, or Escrow Agent ’s obligations hereunder, including reasonable attorneys’ fees and disbursements actually incurred, and shall indemnify, defend, and hold harm- less Escrow Agent from any and all claims, actions, liabilities, judgments, and costs (including reasonable attorneys’ fees actually incurred) incurred in connection with the escrow of the Earnest Money or funds for Closing. Escrow Agent is not liable for any loss of the Earnest Money or funds for Closing by (or as a result of failure of) the bank in which such funds are deposited. Escrow Agent may rely upon any instrument, not only as to its due execution, validity, and effectiveness, but also as to the truth and accuracy of any infor- mation contained therein, which appears to have been signed or presented by the person or party purporting to sign the same. Escrow Agent is not liable for incidental, indirect, special, consequential, or punitive damages.
3.4. Independent Consideration. The Earnest Money being delivered by Buyer in- cludes the amount of One Hundred No/100 Dollars ($100.00) as independent consideration for Seller’s performance under this Agreement (“Independent Consideration”), which shall be retained by Seller in all instances. If the Closing occurs or if this Agreement is terminated for any reason, then Escrow Holder shall first disburse to Seller from the Earnest Money, the Independent Consideration. The Independent Consideration shall be nonrefundable under all circumstances and shall not be applied to the Purchase Price EXHIBIT 2
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at Closing. The Independent Consideration, plus Buyer’s agreement to pay the costs provided in this Agree- ment, has been bargained for as consideration for Seller’s execution and delivery of this Agreement and for Buyer’s review, inspection and termination rights during the Inspection Period, and such consideration is adequate for all purposes under any applicable law or judicial decision.
4. Purchase Price.
The Purchase Price for the Property (as adjusted by the terms of this Agreement) is payable as follows: (i) Escrow Agent will deliver the Earnest Money to Seller at Closing (as defined in Section 11) and (ii) Buyer shall pay the balance of the Purchase Price to Seller (or Escrow Agent) at Closing by wired funds.
Seller shall provide wire instructions to Escrow Agent prior to Closing. The Purchase Price will not be adjusted if the number of acres contained in the boundaries of the Property or the square footage of any improvements at the Property is later shown to be more or less than the number of acres or square footage as set forth in the Key Provisions Summary or any of the Due Diligence Documents (as defined in Section 14).
5. Costs and Pro-Rations at Closing.
5.1. Transfer Taxes, Recording Fees and Other Fees. Seller shall pay the cost to pre- pare the Deed from Seller, and the cost of recording all documents necessary to correct or remove defects in or encumbrances upon Seller ’s title to the Property (if applicable). Buyer shall pay the cost of any title examination fees or other due diligence costs (including but not limited to any survey obtained by Buyer), the cost of any title insurance obtained by Buyer, the cost of preparing and/or recording all documents to be recorded other than those referred to in the preceding sentence, all escrow fees, and any other costs related to the Closing. Each party shall pay its own attorney ’s fees. Buyer hereby represents to Seller that the sale of the Property by Seller to Buyer is exempt from documentary transfer taxes.
5.2. Taxes. Ad valorem taxes and assessments (“Taxes”) assessed against the Property for the year in which Closing occurs will be pro-rated on a calendar year or fiscal year basis, as applicable, as of the day of Closing, with Seller charged at Closing for the portion of such Taxes for the year in which Closing occurs that are outstanding and attributable to the period prior to the Closing Date (and with Seller credited at Closing for the portion of Taxes for the year in which Closing occurs that were paid by Seller prior to Closing and are attributable to the period on or after the Closing Date) . If tax bills/notices/assess- ments have not yet been issued for the current calendar or fiscal year as of Closing, such taxes charged to (or credited to) Seller at Closing shall be pro-rated at Closing based upon the most recent tax bill /notice/ assessment available as of the Closing Date, which shall be deemed conclusive between Seller and Buyer for all purposes. Buyer hereby represents to Seller that Buyer is not required to pay Taxes on real property it owns in the City of Stockton; as such, Buyer shall not be charged at Closing for any Taxes assessed against the Property for the year in which Closing occurs attributable to the period on and after the Closing Date.
5.3. Utilities. If any utility services are presently being provided to the Property, Seller will pay for such services through the Closing Date, but thereafter any such services in the name of Seller will be terminated. Notwithstanding the foregoing, Buyer shall transfer all utility services at the Property to Buyer as of the Closing Date. If Buyer fails to so transfer the utility services, Buyer shall indemnify, hold harmless, pay, and reimburse Seller, its agents, employees, and contractors, from, for, and against any and all suits, actions, claims, costs, fees, sums, amounts, losses, causes of action, damages, liabilities, and ex- penses (including reasonable attorneys ’ fees, court costs, and alternative dispute resolution expenses) caused in whole or in part or arising directly or indirectly out of Buyer’s failure to so transfer such utilities.
The foregoing indemnification obligations of Buyer survive Closing. Notwithstanding the foregoing, in the event Buyer and Seller enter into the Lease (as defined in Section 8 below ) at Closing, Buyer shall EXHIBIT 2
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transfer all utility services at the Property to Buyer upon the expiration of the decommissioning period under the Lease, instead of as of the Closing Date.
6. Conveyance of Title.
6.1. Deed. Seller shall convey title to the Property to Buyer by grant deed in the form attached hereto as Exhibit C (the “Deed”), subject to Taxes for the year of Closing which will be pro-rated between the parties at Closing as provided in Section 5.2 above, subject to the Lease, and subject to matters of survey, easements, encumbrances, restrictions, and any other matters of record, other than defects and encumbrances to be removed, corrected and/or satisfied in accordance with Section 7 below. Seller shall not cause or permit any other defects in or liens, encumbrances , or limitations upon Seller ’s title to the Property to arise from and after the Effective Date ; provided, however, that Seller has no obligation to remove “Fieri Facias” which are not specific to the Property and/or for which Seller is but a garnishee.
6.2. Legal Description. Seller shall convey the Property by the Deed using the historic legal description of the Property that is of record. If requested by Buyer, and at Buyer’s expense, Seller also shall convey the Property by a quit-claim (non-warranty) deed using the legal description taken from a current and accurate survey of the Property obtained by Buyer at Buyer ’s expense from a registered land surveyor.
7. Inspection Period.
7.1. Inspection of Seller’s Title. Buyer may during the Title Period examine Seller’s title to the Property and notify Seller of any defects in or encumbrances upon Seller ’s title to the Property (the “Objections”). Seller may, but is not obligated to, remove, correct, and/or satisfy any Objections. If Buyer fails to notify Seller of any Objections prior to 5:00 p.m. on the last day of the Title Period (the “Title Notice Deadline”), then Buyer is deemed to have waived any Objections and to have accepted Seller’s title to the Property. If Buyer notifies Seller of any Objections prior to the Title Notice Deadline (“Buyer’s Objections Notice”), Seller shall notify Buyer within ten (10) business days after receipt of Buyer’s Ob- jections Notice (“Seller’s Response Period ”) whether or not Seller will seek to remove, correct, and/ or satisfy the Objections (“Seller’s Objections Response”). If Seller fails to notify Buyer of Seller’s Objec- tions Response within Seller’s Response Period, then Seller is deemed to have elected not to seek to remove, correct, and/or satisfy any Objections. If Seller’s Objections Response indicates that Seller will not seek to remove, correct, and/or satisfy all Objections set forth in Buyer’s Objections Notice, or if Seller fails to notify Buyer of Seller’s Objections Response within Seller’s Response Period, then Buyer may either (i) waive the Objections set forth in Buyer ’s Objections Notice and proceed with Closing or (ii) terminate this Agreement by giving written notice thereof to Seller not later than five (5) business days after the earlier of (A) Buyer’s receipt of Seller ’s Objections Response if Seller sent a Seller ’s Objections Response or (B) Seller’s Response Period if Seller failed to notify Buyer of Seller’s Objections Response within Seller’s Response Period. If Buyer fails to so terminate this Agreement, Buyer is deemed to have waived all Objec- tions and to have accepted Seller’s title to the Property. If there remain at Closing any Objections that Buyer included in Buyer ’s Objections Notice for which Seller affirmatively agreed to seek to remove, correct, and/or satisfy in Seller ’s Objections Response, then Buyer may elect to: (1) consummate the transaction contemplated hereby without regard to such Objections (in which event, the Purchase Price shall not be adjusted because of such Objections) or (2) terminate this Agreement at Closing (in which case the Earnest Money shall be refunded promptly to Buyer).
7.2. Inspection of the Property . Buyer may during the Inspection Period determine whether the Property is suitable for Buyer’s intended development and/or use thereof. Subject to the limi- tations set forth in this Section and the requirements set forth in Section 7.3 below, Buyer, its agents, em- ployees, and contractors, may access the Property for the purpose of making inspections, surveys, soil and EXHIBIT 2
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drainage tests, and generally collecting information deemed necessary by Buyer to make its determination as to the suitability of the Property for Buyer ’s intended development and/or use, all at Buyer ’s sole cost and expense. Within five (5) business days after the Effective Date, Seller shall deliver copies of the docu- ments listed on Exhibit D attached hereto. If Buyer desires to enter upon the Property (or have a repre- sentative of or consultant for Buyer enter upon the Property), Buyer shall give Seller five (5) business days’ prior notice of the time of such proposed entry , specifying the purpose of such proposed entry, and Seller (or its representative) is entitled to be present during such entry. At Seller’s request, Buyer shall furnish Seller a copy of any “Phase I” or other report concerning the Property obtained by Buyer during the course of its due diligence efforts. In addition, Buyer shall not conduct any invasive testing of the Property (e.g., a Phase II environmental assessment, geotechnical borings, etc.) without the prior written consent of Seller (which consent may be withheld in Seller’s sole discretion without considering the interests of Buyer ). In connection with any such request for consent, Buyer shall furnish to Seller a detailed description of the contemplated testing or sampling work, including a site map indicating the location of the proposed testing or sampling. The parties shall, prior to any invasive environmental/hazardous substance testing, enter into a separate access agreement governing such invasive testing. Buyer shall conduct such testing/sampling in such a way as to minimize interference with the business operations of Seller and other occupants, if any, at the Property. Buyer shall furnish to Seller copies of all invasive testing/sampling reports and shall keep such reports confidential unless disclosure is required by applicable law. Notwithstanding anything set forth in this Section to the contrary, if Seller is still open for business at the Property Buyer may not access the vault, safe deposit area, behind the teller counter, or any other secured area of the Property without the prior written consent of Seller and in the company of a Seller representative (which consent may be withheld in Seller’s sole discretion without conside ring the interests of Buyer or any third -party). Buyer shall repair any damage to the Property caused by Buyer’s entry or testing and restore the Property to its condition prior to such testing, at Buyer’s sole cost and expense. Until restoration is complete, Buyer shall take commer- cially reasonable steps to cause any conditions on the Property created by Buyer’s testing to not interfere with the normal operation of the Property, Seller’s business operations, or create any dangerous conditions on the Property. The foregoing covenant shall survive any termination of this Agreement. If Buyer delivers written notice to Seller on or before 5:00 p.m. on the last day of the Inspection Period (the “Inspection Period Deadline”) that the Property is not suitable for Buyer ’s intended development and/or use thereof, then the Earnest Money will be returned promptly to Buyer and this Agreement is deemed terminated. If Buyer does not deliver such written notice prior to the Inspection Period Deadline, or if Buyer notifies Seller prior to the Inspection Period Deadline that the Property is suitable for Buyer’s intended development and/or use, then this Agreement continues to be effective and binding upon the parties, the conditions set forth in this Section 7.2 are deemed to have been satisfied, and the Earnest Money is non-refundable to Buyer (except in the event of Seller ’s default hereunder (but such Earnest Money shall be applied against the Purchase Price)).
7.3. Insurance Requirements. Buyer hereby represents to Seller that Buyer’s self-in- surance with respect to Commercial General Liability insurance, Commercial Auto Liability insurance and Workers’ Compensation insurance, and Seller’s protection thereunder, is as set forth in Exhibit F attached hereto. Prior to any contractor or consultant of Buyer entering the Property, Buyer shall deliver to Seller a certificate of insurance from the applicable contractor or consultant of Buyer entering the Property naming Seller as an additional insured and evidencing not less than the following insurance coverage: (i) Commer- cial General Liability insurance with limits of liability not less than $ 3,000,000 per occurrence; (ii) Com- mercial Auto Liability insurance with combined single limits of liability not less than $1,000,000; and (iii) Workers’ Compensation insurance in accordance with applicable statutory requirements.
7.4. Indemnity. Buyer shall indemnify, hold harmless, pay, and reimburse Seller, its agents, employees, and contractors, from, for, and against any and all suits, actions, claims, costs, fees, sums, amounts, losses, causes of action, damages, liabilities, and expenses (including reasonable attorneys’ fees, court costs, and alternative dispute resolution expenses) caused or arising out of Buyer or its agents, EXHIBIT 2
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employees, consultants or contractors entering upon the Property prior to Closing , except to the extent caused by Seller’s gross negligence or willful misconduct. The foregoing indemnification obligations of Buyer survive the expiration or earlier termination of this Agreement as well as Closing.
8. Lease; No Seller Financing. At Closing, Buyer and Seller enter into a l ease for Seller’s continued use and occupancy of portions of the Property (such portions collectively, the “Leaseback Prem- ises”) in the form attached hereto as Exhibit E (the “Lease”). Buyer represents that it shall not be obtaining financing from Seller or any entity that controls, is controlled by or is under common control with Seller of all or any portion of the Purchase Price to be secured by the Property at Closing . Execution of the Lease and no Seller financing of the Purchase Price or any portion thereof are conditions precedent to Closing for the benefit of Seller and to Seller’s obligation to sell the Property to Buyer. Notwithstanding the foregoing, in the event that Seller, in its sole and absolute discretion, determines prior to Closing that Seller does not need to lease the Leaseback Premises post-Closing, Seller shall notify Buyer thereof (endeavoring to do so not later than fifteen (15) days prior to the Closing Date), in which event execution of the Lease shall no longer be a condition precedent to Closing.
9. Condemnation or Casualty Pending Closing. Buyer shall be bound to purchase the Prop- erty for the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect of any damage or destruction of any improvements on the Property or any condemnation of any portion of the Property that occurs prior to Closing. Seller shall have no obligation to repair or replace any damage or destruction, deliver to Buyer or credit Buyer for any insurance proceeds, or pay any deductibles or credit Buyer therefor. In the event of any condemnation of any portion of the Property, at Closing Buyer shall be credited against the Purchase Price the amount of any condemnation awards collected by Seller.
10. Condition of Property. Buyer has the right and has ample opportunity to fully inspect the Property and if Buyer proceeds with the Closing Buyer purchases the Property wholly in “AS IS ”, “WHERE IS” condition, with all faults, and without warranty or representation by Seller whatsoever, ex- press, implied, or statutory, pertaining to the Property including the condition thereof or the suitability or fitness thereof for any particular use or purpose, the merchantability thereof or of any improvement thereon, the value or dimensions th ereof, or any other matter with respect to the Property or the improvements thereon. Notwithstanding anything set forth herein to the contrary, to the extent Seller has not already done so prior to the Closing, Seller shall, prior to the later of the expiration of the License Period (as defined in Section 11.2 below) or the expiration of the decommissioning period under the Lease, remove from the Property the items expressly designated for removal on the decommission scope attached hereto as Exhibit G (the “Decommission Scope”). For the avoidance of doubt, other than the items expressly designated for removal from the Property on the Decommission Scope, Seller shall have no obligation to remove from the Property at any time any alterations, improvements, trade fixtures, machinery, appliances, equipment, fur- niture, personal property, safe deposit boxes, under counter steel , vaults, vault doors, cabling or wiring, signs, signage structures, signage panels , telephone equipment, security systems and equipment, o r any other items, including without limitation, the items designated to remain at the Property on the Decommis- sion Scope. In addition, and n otwithstanding anything set forth in this Agreement to the contrary, in no event shall any ATM (including any currency, checks, stamps, transaction records, or other contents located therein) or any proprietary or confidential items (e.g., disks, computers, hard drives, etc.) (collectively, “Banking Equipment”) be transferred to Buyer at Closing and all such Banking Equipment shall remain the property of Seller. If any Banking Equipment remains on the Property after the later of the expiration of the License Period or the expiration of the decommissioning period under the Lease, Buyer shall notify Seller thereof and Seller shall have a period of not less than thirty (30) days after receipt of such notice to remove such Banking Equipment from the Property.
For the foregoing purposes, Buyer hereby specifically waives the provisions of Section 1542 of the Cali- fornia Civil Code and any similar law of any other state, territory or jurisdiction. Section 1542 provides:
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“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 FA VOR AT THE TIME OF EXECUTING THE
RELEASE, AND THAT, IF KNOWN BY HIM OR HER WOULD HA VE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY .”
BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY
REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT. _________________
Buyer
11. Closing.
11.1. Closing Date. The Closing (the “Closing”) of the acquisition will occur, if at all, at the offices of Escrow Agent. The date of Closing is the Closing Date set forth in the Key Provisions Summary.
11.2. Possession: Post-Closing License. Unless otherwise agreed, Seller shall deliver possession of the Property at Closing, subject to Seller’s continued possession under the Lease and Seller’s rights under this Section 11.2. Buyer hereby grants Seller a license, for a period of forty-five (45) days after the Closing occurs (the “ License Period”), to access areas of the Property as necessary in order for Seller (at its cost) to accomplish removal and decommissioning activities as contemplated in Section 10 above.
11.3. Closing Documents. Seller shall execute and deliver to Escrow Agent at Closing the Deed, a customary owner’s affidavit with respect to the Property, an affidavit evidencing Seller’s non- foreign status for federal tax purposes, and the Lease. Buyer shall execute and delivery to Escrow Agent at Closing the Lease. At or prior to Closing, each party shall deliver to Escrow Agent such other documents reasonably required by the other party or Escrow Agent to establish the authority of such party to enter into and close the transactions contemplated hereby and to complete and evidence the acquisition of the Property contemplated hereby, including, without limitation, a closing statement and such other documents as are reasonably necessary or appropriate to satisfy applicable federal requirements for the reporting of real estate transactions.
12. Breach, Termination, and Expiration.
12.1. Breach by Buyer. Notwithstanding anything to the contrary contained herein , if Buyer fails or refuses to close when required to do so, or is otherwise in breach of this Agreement, and fails to cure either of such breaches within ten (10) days of receipt of written notice of a breach from Seller, then the Earnest Money will be promptly paid over to Seller as full liquidated damages for Buyer ’s failure or refusal to close in accordance with the terms of this Agreement , or for Buyer’s other breach, as the case may be. The parties acknowledge the difficulty of ascertaining Seller’s damages in such a circumstance and agree that the amount of the Earnest Money represents a reasonable and mutual attempt by Buyer and Seller to anticipate the consequence to Seller of Buyer ’s breach. Upon the implementation of this Section 12.1, and except for obligations that survive the expiration or earlier termination of this Agreement, this Agree- ment is deemed terminated and neither party has any rights hereunder to specific performance or to damages EXHIBIT 2
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other than liquidated damages as provided in this Section 12.1 for Buyer’s failure or refusal to close, or for Buyer’s other breach of this Agreement, as the case may be.
12.2. Breach by Seller. Notwithstanding anything to the contrary contained herein, if Seller fails or refuses to close when required to do so, or is otherwise in breach of this Agreement, and fails to cure either of such breaches within ten (10) days of receipt of written notice of a breach from Buyer, then the Earnest Money, plus an amount equal to the amount of the Earnest Money (collectively, “Seller’s De- fault Payment”), will be promptly paid to Buyer as full liquidated damages for Seller ’s failure or refusal to close in accor dance with the terms of this Agreement or for Seller’s other breach , as the case may be .
The parties acknowledge the difficulty of ascertaining Buyer ’s damages in such a circumstance and agree that the amount of Seller’s Default Payment represents a reasonable and mutual attempt by Seller and Buyer to anticipate the consequence to Buyer of Seller ’s breach. Upon the implementation of this Section 12.2, and except for obligations that survive the expiration or earlier termination of this Agreement, this Agree- ment is deemed terminated and neither party has any rights hereunder to specific performance or to damages other than liquidated damages as provided in this Section 12.2 for Seller’s failure or refusal to close, or for Seller’s other breach, as the case may be.
13. Cancellation of Record of Buyer ’s Rights. If this Agreement expires or is terminated prior to Closing, Buyer’s rights and interests in and to the Property are deemed void; provided, however, that Buyer shall, upon request of Seller, execute and deliver to Seller a quit-claim deed releasing the Prop- erty from any right or interest of Buyer.
14. Confidentiality. All documents, records, and materials provided to or made available to Buyer hereunder, including the documents listed on Exhibit D attached hereto (collectively, the “Due Dili- gence Documents”) are confidential and Buyer shall not distribute or disclose them to any person or entity other than to (i) Buyer’s directors, officers, employees, and partners, (ii) those brokers, consultants, lenders, or other third parties working with Buyer in connection with this Agreement that need to know such infor- mation for the purpose of consummating Closing, and (iii) members of the public to the extent required for Buyer to comply with its obligations under California’s Public Records Act (California Government Code Section 7920.000 et seq.). If Buyer receives a subpoena or other request to disclose this Agreement or any such documents, records or materials under California’s Public Records Act, Buyer shall promptly notify Seller thereof in order to permit Seller the opportunity to seek a protective order or take any other appro- priate action to prevent disclosure of this Agreement or such documents, records or materials. If the trans- action evidenced hereby fails to close, Buyer shall return to Seller all copies of the Due Diligence Docu- ments that Seller or its agents delivered to Buyer. THE FURNISHING OF ANY MATERIALS, DOCU-
MENTS, REPORTS, OR AGREEMENTS DESCRIBED ABOVE IS NOT TO BE INTERPRETED
IN ANY MANNER AS A REPRESENTATION OR WARRANTY OF ANY TYPE OR KIND BY
SELLER OR ANY SHAREHOLDER , PARTNER, AGENT, OFFICER, DIRECTOR, OR EM-
PLOYEE OF SELLER OR ANY OTHER PARTY RELATED IN ANY WAY TO ANY OF THE FOREGOING. The confidentiality obligations of Buyer survive the expiration or earlier termination of this Agreement.
15. Assignment. Buyer shall not assign Buyer’s rights under this Agreement without Seller’s prior written consent, which may be withheld by Seller in its sole and absolute discretion (it being under- stood that Seller is entering into this transaction in part because of Buyer’s and/or Buyer’s principals’ spe- cific experience and creditworthiness).
16. Notices.
16.1. Written Notice; Delivery Methods. Each party giving or making any notice, re- quest, demand, consent, approval, or other communication (each, a “Notice” (but sometimes “notice”)) EXHIBIT 2
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pursuant to this Agreement shall: (i) give the Notice in writing; (ii) cause the Notice to be signed by an authorized representative of the sending party (the sending party’s attorney is authorized to sign and send a Notice on behalf of the sending party); and (iii) use one of the following methods of delivery, each of which for purposes of this Agreement is a writing: (a) personal delivery; (b) Certified Mail, return receipt re- quested, with postage paid; (c) nationally recognized overnight courier, with all fees paid; or (d) email (but only if a party’s email address is included in its notice address in the Key Provisions Summary or is other- wise provided to the other party by a Notice).
16.2. Addresses. Each party giving a Notice shall address the Notice to the appropriate person at the receiving party (the “Addressee”) at the address(es) listed in the Notice Addresses section of the Key Provisions Summary or to another Addressee or at another address as designated by a party in a Notice pursuant to this Section 16.
16.3. Effectiveness of a Notice. Except as provided elsewhere in this Agreement, a No- tice is effective only if (i) the party giving the Notice has complied with the two subsections set forth above and (ii) the Notice is deemed to have been received by the Addressee. A Notice is deemed to have been received by the Addressee as follows: (a) if a Notice is delivered in person, sent by Certified Mail, or sent by nationally recognized overnight courier: on the earlier of the date of delivery or the date the Notice is available for pickup, all as evidenced by the records of the delivering person or entity; (b) if a Notice is sent by email: on the date the email Notice is sent to the Addressee ’s email address; and (c) if the Addressee rejects or otherwise refuses to accept the Notice (e.g., if the Addressee does not pick up the Notice timely), or if the Notice cannot be delivered because of a change in address for which no Notice was given: upon the rejection, refusal, or inability to deliver the Notice, which shall be de emed to be the date of rejection, refusal, inability to deliver, or availability for pickup, all as evidenced by the records of the delivering person or entity. If a Notice is sent by email, the party sending the Notice also must send, unless such requirement is waived in a return email from the receiving party, a confirmation copy of the Notice by one of the other methods in the first subsection set forth above within three (3) business days after the send date of the email, but the lack of delivery of such other Notice does not negate the email Notice.
16.4. Delivery Time of Notice. Notwithstanding the foregoing, if any Notice is received after 5:00 p.m. on a Business Day where the Addressee is located, or on a day that is not a Business Day where the Addressee is located, then the Notice is deemed received at 9:00 a.m. on the next Business Day where the Addressee is located.
17. Brokers. Each party represents to the other that it has had no dealings with any real estate broker, agent, or finder in connection with the negotiation of this Agreement other than the Brokers and that it knows of no real estate broker or agent entitled to any commission or finder’s fee in connection with this Agreement other than the Brokers. Seller shall pay to Seller’s Broker a commission fee pursuant to a sepa- rate written agreement between Seller and Seller’s Broker. Seller’s Broker shall be responsible for paying any commission or finder’s fee due to Buyer’s Broker in connection with this A greement pursuant to a separate agreement between Seller’s Broker and Buyer’s Broker. Each party shall indemnify and hold harmless the other party from and against any and all claims, demands, losses, liabilities, lawsuits, judg- ments, costs, and expenses (including attorneys’ fees and costs) with respect to any leasing commission, finder’s fee, or equivalent compensation alleged to be owing on account of the indemnifying party ’s deal- ings with any real estate broker, agent , or finder. The provisions of this Section 17 survive Closing or the earlier termination of this Agreement.
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18. Additional Terms.
18.1. Successors or Assigns. The terms, conditions, covenants, and agreements of this Agreement extend to and are binding upon Seller, Buyer, and their respective heirs, administrators, execu- tors, legal representatives, and permitted successors and assigns, if any.
18.2. Severability. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforce- able (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this Section 18.2, the rest of this Agreement is to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable.
18.3. Waiver. The parties may waive any provision of this Agreement only by a writing executed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy or in requiring the satisfaction of any condit ion under this Agreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver once given is not to be construed as a waiver on any future occasion or against any other person or entity.
18.4. Amendment. The parties may amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.
18.5. Headings & Interpretation. The descriptive headings/captions of the sections and subsections of this Agreement are for convenience only, do not constitute a part of this Agreement, and do not affect this Agreement’s construction or interpretation. Whenever used in this Agreement: (i) the words “herein”, “hereof”, and similar words refer to this Agreement in its entirety and not solely to any specific sentence, paragraph, or section; (ii) the words “include,” “includes,” and “including” mean considered as part of a larger group, incorporate “without limitation”, and are not limited to the items recited (it being the intention of the parties that each hereby waives the benefits of Section 3534 of the California Civil Code); (iii) the word “shall” means “is obligated to”; (iv) the word “may” means “is permitted to, but is not obli- gated to”; and (v) unless otherwise noted reference to a specific Section or Exhibit is a reference to a Section or Exhibit in this Agreement.
18.6. Choice of Law. The laws of the state, commonwealth, or jurisdiction where the Property is located (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including its interpretation, construction, performance, and enforcement.
18.7. Authority to Execute . Each party represents to the other party that this Agree- ment: (i) resulted from an arm’s-length negotiation; (ii) has been duly authorized, executed, and delivered by and on behalf of such party; and (iii) constitutes the valid, binding, and enforceable agreement of such party in accordance with the terms of this Agreement. In addition, Seller represents to Buyer that Seller has the full right, power, and authority to enter into this Agreement without the necessity of obtaining any third party approval (other than those already obtained by Seller) and that the terms of this Agreement do not violate any agreement, loan, condition, covenant, restriction, exclusive, or any other agreement or provi- sions which existed prior to the date of this Agreement.
18.8. No Construction Against Drafting Party . Seller and Buyer acknowledge that each of them and their respective counsel have had an opportunity to review this Agreement and that this EXHIBIT 2
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Agreement will not be construed for or against either party merely because such party prepared or drafted this Agreement or any particular provision thereof.
18.9. Counterparts & Digital Signatures. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all parties need not appear on the same counterpart. This Agreement is valid, binding, and enforceable against a party only when executed by an authorized individual on behalf of a party by means of (i) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature has for all purposes the same validity, legal effect, and admissibility in evidence as an original manual signature. This Agreement is effective upon delivery of one executed counterpart from each party to the other party(ies) In proving this Agreement, a party must produce or account only for the exe- cuted counterpart of the party to be charged.
18.10. Damages. Notwithstanding anything set forth in this Agreement to the contrary, neither party is liable to the other for any special, indirect, punitive, or consequential damages.
18.11. Time of the Essence. Time is of the essence in this Agreement.
18.12. Business Days. “Business Day” (or “business day”) means, as to any party, any day that is not a Saturday, Sunday, or other day on which national banks are authorized or required to close in the state, commonwealth, or jurisdiction where the Property is located (“Bank Holiday”). To compute a time period under this Agreement when the period is stated in days or a longer unit of time: (i) exclude the day of the event that triggers the period; (ii) count every day, including intermediate Saturdays, Sundays, and Bank Holidays; and (iii) include the last day of the period, but if the last day is a Saturday, Sunday, or Bank Holiday, the period continues to run until the end of the next day that is not a Saturday, Sunday, or Bank Holiday.
18.13. Attorneys’ Fees. In the event of any litigation related to this Agreement, whether to enforce its terms, recover for default, or otherwise, if either party receives a judgment, settlement, or award in its favor (the “Receiving Party”) against the other party (the “Paying Party”) in such litigation, the Paying Party will pay upon demand all of the Receiving Party’s costs, charges, and expenses (including reasonable attorneys’ fees, court costs, and expert witness fees) arising out of such litigation (including the costs of any appeal related thereto); provided, however, that if prior to commencement of a trial in the litigation the Paying Party offers to pay an amount equal to or in excess of such judgment, settlement, or award, the Receiving Party is not entitled to any such costs, charges, or expenses.
18.14. Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person or legal entity other than the signatories.
18.15. Effective Date. If Buyer or Seller signs this Agreement but fails to date its signa- ture then the date that the second party to sign receives the other party’s undated signature will be deemed to be the date of the undated signature and the second party to sign may inscribe such date as the date associated with the undated signature; provided, however, that if only one of Buyer or Seller dates its sig- nature below, then such date is deemed to be the Effective Date of this Agreement.
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18.16. Anti-Money Laundering, Sanctions, and Anti-Corruption.
18.16.1. “AML Laws” means all U.S. anti-money laundering laws that criminal- ize money laundering or any predicate crimes to money laundering. “Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act and any similar applicable statute, rule, or regulation relating to bribery or corruption. “Sanctions” means any economic, trade, or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes, or anti-terrorism laws imposed from time to time by the United States govern- ment including but not l imited to those administered or enforced by the U.S. Department of Treasury ’s Office of Foreign Assets Control. Each party represents to the other party that it is not a target of Sanctions and will not directly or indirectly transfer any of its interest in the Agreement to a target of Sanctions. At all times during the term of th is Agreement each party shall not violate applicable Sanctions, AML Laws, or Anti-Corruption Laws to the extent that such violation results in it being unlawful for the non -violating party to transact business under the Agreement with the violating party. If a violation occurs that results in it being unlawful for the non -violating party to transact business under the Agreement with the violating party, the non-violating party may suspend, upon written notice thereof to the violating party, any monetary obligations under the Agreement until such time as the violating party is no longer in violation. In addition, if such violation is not cured promptly, the non -violating party may ter minate the Agreement upon prior written notice thereof to the violating party.
18.16.2. “Sanctions Info” means (i) full legal name, (ii) TIN/SSN for an entity or individual, as applicable, that is a party to the Agreement, and (iii) full current business street address. “Entity Signatory” (collectively, “Entity Signatories”) means an entity that executes this Agreement di- rectly or indirectly for an entity party. Buyer shall, prior to execution of this Agreement, deliver to Seller a notice setting forth Sanctions Info for all entities and individuals that are a party to the Agreement and for all Entity Signatories (e.g., if the entity executing this Agreement is John Smith LLC (the entity party) by Peter Jones LLC, its sole manager (the Entity Signatory), by Jack Miller, its sole manager, then the notice must include Sanctions Info for John Smith LLC and for Peter Jones LLC, but not for Jack Miller). There- after, each party shall, within five (5) business days after receipt of written notice thereof from the other party, deliver to the requesting party a notice setting forth the Sanctions Info (se e example above) for all entities and individuals that are a party to the Agreement and for all Entity Signatories.
18.17. Tax-Free Exchange. Each party has informed the other that it may desire to have this transaction constitute a tax-free exchange of properties utilizing the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended. Each party agrees to cooperate with the other party to effec- tuate and facilitate such an exchange, provided that: (a) the exchange does not delay Closing under this Agreement, (b) the non-exchanging party does not incur any additional liability or expense (other than nominal legal fees for reviewing any exchange documentation) as a result of its cooperation, and (c) the non-exchanging party is not required to enter into any contract to purchase any other property, or take title to any property other than the Property. In particular, Buyer may, upon at least ten (10) business days’ prior written notice thereof to Seller, assign its rights under this Agreement prior to Closing to a “Qualified In- termediary,” as that term is defined in applicable Treasury Regulations.
18.18. Natural Hazard Disclosure . Seller has commissioned an affiliate of Escrow Agent to prepare a natural hazard disclosure statement (the “Natural Hazard Disclosure”), including the matters required by that certain Article 1.7 of the California Civil Code (currently Section 1103 through 1103.14). Buyer acknowledges that the Natural Hazard Disclosure shall serve to satisfy any and all disclo- sure requirements relating to the matters referenced in the Natural Hazard Disclosure. Seller does not war- rant or represent either the accuracy or completeness of the information in the Natural Hazard Disclosure, and Buyer shall use the same merely as a part of its overall investigation of the Property.
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19. Omitted.
20. Offer and Acceptance; Binding Effect. This Agreement, as executed by the first party to execute this Agreement (the “Offeror”), constitutes an offer to the other party to execute this Agreement (the “Offeree”). “First Party Signature Date” means the date the Offeror signs this Agreement as shown on the signature page (s) attached hereto. The Offeree may accept the offer, if at all, by delivering to the Offeror one (1) fully executed original or counterpart of this Agreement on or before 5:00 p.m. on the Ac- ceptance Date. Notwithstanding the notic e provisions of this Agreement, acceptance of the offer will be effective only upon the actual receipt by the Offeror of the above executed original or counterpart. The above offer, if not timely accepted as provided above, is void as of the date and time set forth above.
21. Merger/Prior Agreements . THIS AGREEMENT CONSTITUTES THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREOF. IT IS THE COMPLETE AND EXCLUSIVE EXPRESSION OF THE PARTIES ’ AGREEMENT ON THE MATTERS CONTAINED IN THIS AGREEMENT. ALL PRIOR AND CONTEMPORANE-
OUS NEGOTIATIONS AND AGREEMENTS BETWEEN THE PARTIES ON THE MATTERS
CONTAINED IN THIS AGREEMENT ARE EXPRESSLY MERGED INTO AND SUPERSEDED BY THIS AGREEMENT. THE PROVISIONS OF TH IS AGREEMENT MAY NOT BE EX-
PLAINED, SUPPLEMENTED, OR QUALIFIED THROUGH EVIDENCE OF TRADE USAGE OR A PRIOR COURSE OF DEALINGS. IN ENTERING INTO THIS AGREEMENT, THE PARTIES
HA VE NOT RELIED UPON ANY STATEMENT, REPRESENTATION, OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE EXPRESSLY CONTAINED IN THIS AGREEMENT.
THERE IS NO CONDITION PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT OTHER THAN THOSE EXPRESSLY STATED IN THIS AGREEMENT.
22. Waiver of Jury Trial . TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES.
THIS WAIVER APPLIES TO ANY ACTION OR OTHER LEGAL PROCEEDING, WHETHER SOUNDING IN CO NTRACT, TORT, OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL.
[Remainder of Page Left Blank Intentionally –
Signatures on Following Page(s)]
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The parties hereby execute this Agreement as of the dates set forth below.
Seller:
WELLS FARGO BANK, N.A.,
a national banking association
By:
Print Name:
Title:
Date:
By:
Print Name:
Title:
Date:
Buyer:
CITY OF STOCKTON,
a municipal corporation
By:
Print Name:
Title:
Date:
Escrow Agent:
FIRST AMERICAN TITLE INSURANCE
COMPANY
By:
Print Name:
Title:
Date:
EDOCS-#25509278-v2-WF_as_Seller_-_Sale_Agr_2023-09-30_(Final).docx EXHIBIT 2
{2124-00426/01327597;5} A-1
EXHIBIT A
LEGAL DESCRIPTION
EXHIBIT 2
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EXHIBIT B
SITE PLAN OR SURVEY
EXHIBIT 2
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EXHIBIT C
FORM OF DEED
RECORDING REQUESTED BY
AND WHEN RECORDED, RETURN TO AND
MAIL ANY TAX STATEMENTS TO:
City of Stockton
400 East Main Street, 4th Floor
Stockton, CA 95202
Attn: Carrie Wright
Director of Economic Development
___________________________________________________________________________ EXEMPT FROM BUILDING HOMES AND JOBS ACTS FEE PER GOVERNMENT CODE 27388.1(a)(2) APN: 139-080-030
303 North El Dorado Street
Stockton, CA 95202
THE UNDERSIGNED GRANTOR DECLARES
DOCUMENTARY TRANSFER TAX is Exempt; City Transfer Tax is Exempt This conveyance is exempt from Documentary Transfer Tax pursuant to Section 11922 of the California Revenue and Taxation Code
GRANT DEED
FOR V ALUE RECEIVED, WELLS FARGO BANK, N.A., a national banking association, succes- sor by dissolution to A TC Building Company, a California corporation (“Grantor”), grants to ______________________, a ______________________ (“ Grantee”), all that certain real property lo- cated in the City of Stockton, County of San Joaquin , State of California, more particularly described in Exhibit A attached hereto and incorporated herein by reference thereto (the “Property”). This conveyance is made and accepted subject to non-delinquent taxes and assessments and all matters which appear in the public record as of the date hereof, including those shown on any recorded plat or survey, or that would be revealed by a current/accurate survey or physical inspection of the Property.
This Grant Deed may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, Grantor has executed this Grant Deed effective as of th e ______ day of ________________, 202_.
GRANTOR: WELLS FARGO BANK, N.A.,
a national banking association,
successor by dissolution to ATC Building Company,
a California corporation
By:
Name:
Title:
By:
Name:
Title:
EXHIBIT 2
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
)
County of )
On _____________________, 20____ before me, _____________________________________, Notary Public, personally appeared ________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capac- ity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing para- graph is true and correct.
WITNESS my hand and official seal.
______________________________ (Seal)
(Signature)
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Exhibit A to Grant Deed
Legal Description of Property
The land referred to herein is situated in the City of Stockton, County of San Joaquin, State of California and is described as follows:
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EXHIBIT D
LIST OF DUE DILIGENCE DOCUMENTS
1. Preliminary Report dated November 30, 2023 (Amended December 20, 2023) issued by First American Title Insurance Company under Order No. NCS-1179309-SC (including the documents hyperlinked therein)
2. ALTA/NSPS Land Title Survey dated June 30, 2023 prepared by RPLS, LLC (coordinated by Part- ner)
3. Limited Asbestos Survey dated August 11, 2015 prepared by ACC Environmental Consultants
4. Limited Asbestos Survey dated February 25, 2003 prepared by ACC Environmental Consultants
5. Limited Asbestos Survey dated October 31, 2003 prepared by ACC Environmental Consultants
6. Limited Asbestos & Lead Based Paint Survey dated September 27, 2004 prepared by ACC Envi- ronmental Consultants
7. Air Sampling Results dated May 8, 2023 prepared by EMSL Analytical, Inc.
8. Air Sampling Results dated September 16, 2023 prepared by EMSL Analytical, Inc.
9. Clearance Project Report dated October 20, 2023 prepared by ACC Environmental Consultants
10. Water Intrusion Investigation Report dated September 17, 2019 prepared by Partner Engineering and Science, Inc.
11. CAD floor plans
12. BOMA 2018 Area Analysis dated June 15, 2023 prepared by Contoured, Inc.
13. BOMA 2017 Area Analysis (Method A) dated June 15, 2023 prepared by Contoured, Inc.
14. BOMA 2017 Area Analysis (Method B) dated June 15, 2023 prepared by Contoured, Inc.
EXHIBIT 2
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EXHIBIT E
FORM OF LEASE
EXHIBIT 2
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EXHIBIT F
BUYER’S SELF-INSURANCE
EXHIBIT 2
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EXHIBIT G
DECOMMISSION SCOPE
Stockton Main Decommission Scope
Furniture Remove all files, personal equipment and common area items - including appliances. Don't remove fixed appliances
All furniture to remain
All whiteboards and display items will be removed unless fixed to the wall by mastic Television and monitors removed - cabling to remain
Built-in millwork to remain
All permanent fixtures to remain
Cash vault, safe deposit box and vault door shall remain Technology Network cabling for furniture to remain
All network cabling will remain in IDF/MDF rooms - labeled if possible All servers and equipment that are WF property will be removed - Racks / cages to remain All wireless access point to be removed
All desktop equipment, phones, video conferencing and all other WF property/equipment will be removed cabling to remain
All WF circuits and leased equipment will be removed - cabling to remain All cabling in risers to remain
All patch panels to remain
All UPS and batteries to remain
All satellite dishes and roof top technology will be removed Security All WF equipment will be removed to include cameras, & motion sensors - keypads, cypher locks and cabling to remain
All cabling in risers to remain
Night drop to be sealed and capped but the night drop will remain. Combos set to factory setting.
Any security elements not proprietary to Wells Fargo to remain.
Signage and
branding
All interior signage and branding will be removed - Exit signage and evacuate maps to remain
Removal of exterior building signage performed by Retail Portfolio Property Manager BMS Operating system to remain - WF proprietary equipment, switches and circuits and leased items shall be removed - need owner to coordinate transition to their operating system Fire Life Safety Operating system to remain - WF proprietary equipment, switches and circuits and leased items shall be removed - need owner to coordinate transition to their operating system HVAC Operating systems to remain - including equipment in IDF/MDF rooms ATM Remove ATM and secure building per ATM closure guidelines. Holes boarded and secured.
All non-proprietary cable/power for the ATM to remain.
EXHIBIT 2