1 AGREEMENT FOR PURCHASE AND SALE OF
REAL PROPERTY AND ESCROW INSTRUCTIONS
This AGREEMENT is entered into this _______ day of May 2025, (hereinafter the “Effective Date” by and between the CITY OF GLENDALE, a municipal corporation (“Buyer”), and SILVERGLEN PROPERTIES LLC, a California limited liability company, (“Seller”), for acquisition by Buyer of certain real property hereinafter described.
WHEREAS, Buyer desires to acquire all of Seller’s right, interest, and title in and to Seller’s real property, consisting of one lot and legally described as follows:
Commonly known as 1745 Gardena Avenue, Glendale, California, with Assessor’s Parcel Number 5640-031-023, which is more particularly described in Exhibit “A” hereto, and the related improvements, appurtenances, and certain related personal and intangible property.
Included on the Land (as hereinafter defined) is an approximately 7,280 square foot (0.17 acre) site improved with a low-rise office building totaling approximately 6,640 gross square feet.
WHEREAS, Seller desires to sell to Buyer the Property, as defined and specifically described below.
NOW, THEREFORE, with reference to the foregoing Recitals which are incorporated herein by this reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller agrees to sell, and Buyer agrees to purchase all Property described below under the terms and conditions of this Agreement.
1. Agreement of Sale
1.1 Description of the Property. The property to be sold and purchased under this Agreement (collectively, the “Property”) consists of all of Seller’s right, title and interest in the following:
1.1.1 Land. As described in Exhibit “A” (the “Land”).
1.1.2 Appurtenances. All privileges, rights, easements appurtenant to the Land, vested in Seller, if any, including without limitation all minerals, oil, gas, and other hydrocarbon substances on and under the Land; all development rights, air rights, water, water rights, and water stock vested in Seller and relating to the Land; all right, title and interest of Seller in and to any streets, alleys passages, water and sewer taps, sanitary or storm drain capacity or reservations and right under utility easements, and other easements and other rights-of-way including in, adjacent to or used in connection with the beneficial use and enjoyment of the Land (collectively “Appurtenances”).
2 1.1.3 Improvements. The building described above (the “Improvements”) and all other buildings, structures, fences, parking areas, or improvements located upon the Land or upon the Improvements and owned by Seller, including fixtures, systems, and equipment attached to the Land or Improvements and used in connection with the operation or occupancy of the Land and all Improvements.
1.1.4 Contracts. Certain identified contractual rights and obligations (collectively, “Contracts”). Contracts includes, without limitation, all of the following, to the extent such Contracts are assignable at no out-of- pocket expense to Seller: (a) service contracts listed on Exhibit “B” to this Agreement, which Buyer elects to assume, by written notice to Seller not less than thirty five (35) days before the Closing; (b) all warranties and guarantees on or related to construction, repair, or alteration work on the Property; (c) all licenses and permits related to the Property; and (d) all plans, drawings, engineering studies located within, used in connection with, or related to the Property.
2. Purchase Price
2.1 Amount. The full purchase price (the “Purchase Price”) for the Property is TWO
MILLION, SEVEN-HUNDRED AND NINETY-NINE THOUSAND DOLLARS ($2,799,000.00) payable by Buyer through Escrow (as hereinafter defined) to Seller. Payment to Seller will be in all cash at Closing (as hereinafter defined). The Purchase Price is the total settlement which includes any and all claims Seller may be entitled to by reason of investigations, planning, precondemnation activity, and acquisition by Seller, including, but not limited to, value of real property rights, severance damages, value of improvements pertaining to realty, if any, compensation for good will, if any, relocation expenses, if any, costs for precondemnation damages, interest, costs, disbursements and expenses incurred in connection with the acquisition of the Property and improvements pertaining to realty, if any and subsequent removal of any items retained by Seller.
2.2 Payment of Purchase Price. The Purchase Price shall be paid as follows:
2.2.1 Earnest Money Deposit. Within three (3) Business Days (as hereinafter defined) after the execution of this Agreement by Buyer and Seller, Buyer shall deposit in Escrow with the Escrow Holder (as hereinafter defined) immediately available funds in the amount of EIGHTY THREE THOUSAND NINE HUNDRED SEVENTY DOLLARS ($83,970.00) (the “Earnest Money Deposit”).
The Earnest Money Deposit shall be held in an interest bearing account and all interest thereon shall be deemed a part of the Earnest Money Deposit. If the sale of the Property as contemplated hereunder is consummated, then the Earnest Money Deposit shall be paid to Seller at the Closing against the Purchase Price.
2.2.2 Purchase Price Balance. The balance of the Purchase Price (plus or minus the prorations and Buyer’s share of closing costs pursuant to this Agreement) (the 3 “Purchase Price Balance”) shall be deposited in Escrow with the Escrow Holder by wire transfer of immediately available funds on or before 12:00 pm Pacific Time on the scheduled Closing Date.
3. Buyer’s Contingencies
3.1 Seller’s Delivery of Documents. Buyer’s obligation to purchase the Property is expressly conditioned on Seller’s delivering to Buyer all documents listed in Sections 3.2, 3.3, 3.4 and 3.5 below to the extent in Seller’s possession (collectively “Preliminary Documents”). Failure to deliver the Preliminary Documents within five (5) Business Days after the Effective Date will extend the Contingency Date (as hereinafter defined) by one (1) day for each one (1) day thereafter that the last such Preliminary Document is delivered. Buyer acknowledges that documents and items listed in Sections 3.2, 3.3, 3.4 and 3.5 below may not exist or may not be in Seller’s possession.
3.2 Preliminary Report. A preliminary report (the “Preliminary Report”) dated no earlier than thirty (30) days before the Effective Date covering the Real Property and issued by Fidelity National Title Insurance Company (the “Escrow Holder” and “Title Company”), together with a copy of all exceptions to title shown in the Preliminary Report, including each document, map, and survey referred to in the Preliminary Report.
3.3 Surveys. Any ALTA survey of the Property in Seller’s possession, if any (the “Survey”).
3.4 Contracts and Leases. Copies of any and all management, service, supply, equipment rental and other contracts or leases related to the operation of the Property which would survive the Closing Date, including the service contract listed on Exhibit “B” hereto.
3.5 Materials Related to Condition of the Property. That certain Phase I Environmental Site Assessment dated September 28, 2010 prepared by QA2 Environmental.
3.6 Excluded Documents. The Preliminary Documents shall not include any books, records, documents, or information on the corporate, financial, and accounting records of the operations of Seller as an entity (as opposed to records concerning the Property), regarding offers or inquiries made by third parties concerning the purchase of some or all of the Property, or appraisals of the value of the Property, or any internal analyses or studies prepared by Seller, any information regarding the Property received by Seller on a confidential basis, or any attorney-client communications of Seller, that is Seller’s attorney’s work product, or that is not in the possession of Seller or persons under Seller’s control.
3.7 Buyer’s Approval of Preliminary Documents. Buyer’s obligation to purchase the Property is expressly conditioned on its approval, in its sole discretion, of the 4 matters disclosed in the Preliminary Documents. Buyer shall have the period from the Effective Date until ____________[INSERT DATE THAT IS 45 DAYS AFTER THE EFFECTIVE DATE], 2025 (the “Contingency Date”) to review the Preliminary Documents and to decide whether to approve the matters disclosed in the Preliminary Documents. On or before the Contingency Date, Buyer shall deliver written notice to Seller either accepting the matters disclosed in the Preliminary Documents or terminating this Agreement. If Buyer fails to give such notice on or before the Contingency Date, Buyer shall be deemed to have elected to terminate this Agreement.
3.8 Approval of Title. Buyer’s obligation to purchase the Property is expressly conditioned on Buyer’s approval of the condition of title of the Property no later than ten (10) days before the Contingency Date in accordance with the following procedure:
3.8.1 Permitted Exceptions. The following exceptions shown on the Preliminary Report (hereinafter referred to as “Permitted Exceptions”) are approved by Buyer: (a) exceptions for a lien for local real estate taxes and assessments not yet delinquent, including without limitation, special taxes under Government Code §§53311-53368.2 or installment assessments under Streets & Highways Code §§8500-8887; (b) the standard preprinted exceptions and exclusions of the Title Company; (c) zoning restrictions, regulations and requirements, all building codes and all other applicable laws, ordinances and governmental regulations affecting the Property; (d) matters directly or indirectly created or caused by or arising through Buyer or persons acting on Buyer’s behalf or created with the written consent of Buyer or arising through Buyer; (e) matters which would be disclosed by an ALTA/ACSM survey of the Property except to the extent the ALTA/ACSM survey reflects matters that are inconsistent with the Preliminary Report; and (f) any other exception to title shown on the Preliminary Report which Buyer does not object to by written notice to Seller (the “Buyer’s Title Notice”). All exceptions to the Preliminary Report other than the Permitted Exceptions will be “Title Objections.” If Buyer fails to deliver Buyer’s Title Notice at least fifteen (15) days before the Contingency Date, Buyer shall be deemed to have objected to each title exception shown in the Preliminary Report that is not otherwise a Permitted Exception.
3.8.2 Title Objections. With respect to any Title Objection, Seller shall have five (5) days after delivery of Buyer’s Title Notice, to give notice to Buyer in writing (the “Seller’s Title Notice”), stating either (a) the manner in which Seller will remove or cure such Title Objection, or (b) that Seller shall not remove or cure such Title Objection. If Seller fails to deliver Seller’s Title Notice within the time specified in this Section 3.8.2, Seller shall be deemed to have elected not to cure such Title Objection. Despite the foregoing, Seller agrees to remove all 5 monetary liens created by or at the direction of Seller that encumber the Property.
3.8.3 Seller Elects Not to Cure. If Seller elects not to cure or remove a Title Objection (or is deemed to have so elected), then Buyer shall have five (5) days after delivery of Seller’s Title Notice to deliver a written notice to Seller (the “Buyer’s Election Notice”) of Buyer’s election either to (a) proceed with the purchase of the Property without reduction of the Purchase Price and in accordance with this Agreement, waive such Title Objection, and accept the such Title Objection as a Permitted Exception, or (b) terminate this Agreement. If Buyer fails to deliver Buyer’s Election Notice within the time specified in this Section 3.8.3, Buyer shall be deemed to have elected to terminate this Agreement, and Escrow Holder shall refund the total Earnest Money Deposit to Buyer within ten (10) Business Days following termination.
3.8.4 Seller’s Election to Cure Title Objections. If Seller elects to cure or remove a Title Objection, Seller shall have until the scheduled Closing Date to remove or cure such Title Objection. If Seller notifies Buyer that Seller elects to cure any such Title Objection but then does not for any reason effect such cure by the scheduled Closing Date, then Buyer, as Buyer’s sole and exclusive remedy, shall have five (5) days after the scheduled Closing Date to deliver a new Buyer’s Election Notice of Buyer’s election either to (a) proceed with the purchase of the Property without reduction of the Purchase Price and in accordance with this Agreement, waive such Title Objection, and accept the such Title Objection as a Permitted Exception, or (b) terminate this Agreement (and the scheduled Closing Date shall be extended to provide Buyer with such full five (5) day period to deliver said new Buyer’s Election Notice). If Buyer fails to deliver said new Buyer’s Election Notice within the time specified in this Section 3.8.4, Buyer shall be deemed to have elected to terminate this Agreement. If Buyer terminates this Agreement pursuant to clause (b) of this Section 3.8.4 or is deemed to have terminated this Agreement pursuant to the immediately preceding sentence, Escrow Holder shall refund the total Earnest Money Deposit to Buyer within ten (10) Business Days following termination.
3.8.5 Additional Encumbrances. If any encumbrance or other exception to title arises or is discovered after the delivery of the Preliminary Report which is not a Permitted Exception (an “Additional Encumbrance”), the party discovering such Additional Encumbrance shall promptly give written notice to the other. No later than five (5) days after delivery of the notice of such Additional Encumbrance, Buyer shall deliver a new Buyer’s Title Notice to Seller specifying whether the Additional Encumbrance is a Title Objection or a Permitted Exception. If Buyer objects to the Additional Encumbrance, the parties shall proceed in the 6 same manner as set forth above for Title Objections arising from the Preliminary Report. If Buyer fails to deliver Buyer’s Election Notice within the five (5) day period specified in this Section 3.8.5, Buyer shall be deemed to have elected to terminate this Agreement, and Escrow Holder shall refund the total Earnest Money Deposit to Buyer within ten (10) Business Days following termination.
3.8.6 Seller’s Failure to Remove Title Objection. If Seller is obligated or elects to cure or remove a Title Objection and fails to do so on or before the Closing Date then Seller shall not be in default hereunder and Buyer’s sole and exclusive remedy shall be that Buyer may terminate this Agreement, and Escrow Holder shall refund the total Earnest Money Deposit to Buyer within ten (10) Business Days following termination. Notwithstanding anything contained herein to the contrary, Seller shall have no obligation to take any steps, bring any action or proceeding or incur any effort or expense whatsoever to cure any Title Objection. Notwithstanding the provisions of Section 3.8.2 above, Seller agrees the following shall be deemed to be Title Objections and, subject to the foregoing sentences of this Section 3.8.6, Seller shall endeavor to cause to be removed as exceptions to Title: (i) any recorded documents affecting title to the Property entered into by Seller on or after the Effective Date of this Agreement that were not consented to by Buyer, and (ii) any mortgages entered into by Seller, and any mechanic’s or materialmen’s liens filed against the Property due to work performed at the Property by Seller at Seller’s direction; provided that with respect to (i) and (ii) above, Seller shall have the right to adjourn the Closing Date for up to twenty (20) Business Days in order to effectuate same and with respect to (ii) above, such removal from Title may be effectuated, at Seller’s election, by having any such mortgages or liens bonded over or satisfied out of the Purchase Price at Closing, or by the delivery by Seller to the Title Company at Closing of an indemnity covering such judgments, mortgages or liens in a form reasonably acceptable to Buyer. Seller shall not execute any document that creates an exception to Title without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed.
3.9 Review of Preliminary Documents and Physical Condition.
3.9.1 Due Diligence. Buyer’s obligation to purchase the Property is expressly conditioned on its approval, in its sole discretion, of the condition of the Property and all other matters concerning the Property, including without limitation economic, financial, and accounting matters relating to or affecting the Property or its value, and the physical and environmental condition of the Property. Buyer shall have until the Contingency Date to conduct and complete, to the extent not already conducted and completed by Buyer, such investigations as Buyer may 7 choose (the “Due Diligence”) to determine, in its sole discretion, whether the contingency in this Section 3.9.1 is met. On or before the Contingency Date, Buyer shall deliver written notice to Seller accepting the Property or terminating this Agreement. If Buyer fails to give such notice on or before the Contingency Date, Buyer shall be deemed to have elected to terminate this Agreement, and Escrow Holder shall refund the total Earnest Money Deposit to Buyer within ten (10) Business Days following termination. Notwithstanding the foregoing or anything to the contrary contained herein, Buyer shall not perform any intrusive or destructive testing, including, without limitation, any so called “Phase II” environmental assessment or boring, without (i) submitting to Seller a written proposal for such testing or investigation, which shall include, without limitation, the scope and nature of the inspections to be included in such testing, and (ii) obtaining the prior written consent of Seller for such testing, which consent may be withheld or conditioned in Seller’s sole and absolute discretion. Buyer shall give Seller at least forty-eight (48) hours’ prior notice of any entry onto the Property by Buyer or its agents for purposes of conducting any of the inspections, tests, investigations or other matters described herein and prior to any entry onto the Property by Buyer or its agents Seller and/or its agents shall have the right to be present during any such inspections, tests, investigations or other matters described herein.
Upon Seller’s written request, Buyer shall provide Seller with copies of all reports, test results, updates to surveys and other written materials obtained by Buyer in connection with its investigation of the Property promptly following Buyer’s receipt thereof. Buyer agrees and covenants with Seller not to disclose to any third party (other than lenders, accountants, attorneys and other professionals and consultants in connection with the transaction contemplated herein), the terms of this Agreement or the underlying transaction, any of the reports or any other documentation or information provided to or obtained by Buyer which relate to the Property or Seller in any way without Seller’s prior written consent, unless Buyer is obligated by law or legal process to make such disclosure, and all such reports, documentation and information shall be used by Buyer and its agents solely in connection with the transaction contemplated hereby.
3.9.2 Access to Property. As part of its Due Diligence, Buyer may investigate economic, financial, and accounting matters relating to or affecting the Property or its value, and conduct inspections, tests, and studies with respect to the physical and environmental condition of the Property.
Buyer and Buyer’s consultants, agents, engineers, inspectors, contractors, and employees (hereinafter referred to collectively as “Buyer’s Representatives”) shall be given reasonable access to the Property during regular business hours for the purpose of performing such Due Diligence. Buyer shall undertake the Due Diligence at its sole 8 cost and expense. After the Contingency Date, and upon 48 hours prior written notice, Buyer shall be given reasonable access to the Property during regular business hours for the purpose of a final inspection walk through of the Property prior to the Closing Date. Buyer shall indemnify, defend with counsel reasonably acceptable to Seller, and hold Seller harmless from all claims (including claims of lien for work or labor performed or materials or supplies furnished), demands, liabilities, losses, damages, costs, fees, and expenses, including Seller’s reasonable attorney fees, costs, and expenses, arising from the acts or activities of Buyer or Buyer’s Representatives in, on, or about the Property during or arising in connection with Buyer’s inspections of the Property. This Section 3.9.2 shall survive the Closing and any termination of this Agreement.
3.9.3 Buyer’s Insurance. Buyer is a public agency that is a self-insured public entity. Buyer shall deliver to Seller a Certificate of Self Insurance, and shall ensure that all of Buyer’s agents, contractors and other Buyer’s Representatives performing any inspection, investigation or testing on the Property maintain, at all times, public liability and property damage insurance insuring Buyer and Buyer’s agents, contractors and other Buyer’s Representatives against any liability arising out of any entry or other inspection, investigation or testing on the Property pursuant to the provisions of this Agreement. Such insurance maintained by Buyer agents, contractors and other Buyer’s Representatives shall be in the amount of Two Million Dollars ($2,000,000.00) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence.
The Certificate of Self Insurance maintained by Buyer, and the policy/ies maintained by Buyer’s agents, contractors and other Buyer’s Representatives shall insure the contractual liability of Buyer covering the indemnities in Error! Reference source not found.2 above and shall (a) name Seller (and Seller’s successors and assigns) as additional insureds, (b) contain a cross-liability provision, and (c) contain a provision that the Self Insurance Certificate and the insurance provided by Buyer’s agents, contractors and other Buyer’s Representatives hereunder shall be primary and noncontributing with any other insurance available to Seller. Buyer shall provide Seller with evidence of such insurance coverage prior to any entry onto the Property or any inspection, investigation or testing on the Property. This Section 3.9.3 shall survive the Closing and any termination of this Agreement.
3.9.4 Section 25359.7 of Health and Safety Code. Section 25359.7 of the California Health and Safety Code requires owners of non-residential real property who know, or have reasonable cause to believe, that any release of hazardous substance has come to be located on or beneath the real property to provide written notice of such to a buyer of the real property. Seller confirms that the sole inquiry and investigation Seller 9 has conducted in connection with the environmental condition of the Property is to obtain and/or review that certain Phase I Environmental Site Assessment dated September 28, 2010 , prepared by QA2 Environmental. In furtherance of the foregoing, (a) Buyer acknowledges Buyer’s receipt of the foregoing notice given pursuant to Section 25359.7 of the California Health and Safety Code; (b) Buyer has arranged for the preparation of a new Phase I Environmental Site Assessment, and is, or will be prior to the expiration of the Approval Date, fully aware of the matters described in such new Phase I Environmental Site Assessment; and (c) after receiving advice of Buyer’s legal counsel, Buyer waives any and all rights Buyer may have to assert that Seller has not complied with the requirements of Section 25359.7 of the California Health and Safety Code. The agreements set forth in this Section 3.9.4 shall survive the Closing and shall not merge into the Grant Deed or any other document or instrument delivered at the Closing.
3.9.5 Natural Hazard Disclosure. Seller will instruct Escrow Holder to request from the Title Company and deliver to Buyer prior to the Contingency Date a Natural Hazard Disclosure Statement in the form provided under California law if the Property lies within the following natural hazard areas or zones (the “Natural Hazard Areas”): (a) a special flood hazard area designated by the Federal Emergency Management Agency (California Civil Code Section 1102.17); (b) an area of potential flooding (California Government Code Section 8589.4); (c) a very high fire hazard severity zone (California Government Code
Section 51183.5); (d) a wild land area that may contain substantial forest fire risks and hazards (Public Resources Code Section 4136); (e) an earthquake fault zone (Public Resources Code Section 2621.9); or (f) a seismic hazard zone (Public Resources Code Section 2694). The Title Company or another qualified expert as described in California Civil Code Section 1102.4(c) (the “Natural Hazard Expert”) shall be engaged by Seller to examine the maps and other information specifically made available to the public by government agencies with respect to the Natural Hazard Areas and the Natural Hazard Expert shall be instructed to deliver the written results of the Natural Hazard Expert’s examination to Buyer prior to the Contingency Date. For the purpose of this Agreement, the provisions of Civil Code Section 1103.4 regarding non-liability of Seller for errors or omissions not within Seller’s personal knowledge shall be deemed to apply and the Natural Hazard Expert shall be deemed to be an expert, dealing with matters within the scope of the Natural Hazard Expert’s expertise with respect to the examination and written report regarding the natural hazards referred to above. Buyer acknowledges and agrees as follows: (i) Buyer is a sophisticated investor in commercial real estate and possesses the expertise to assess whether the Property is located in any of the Natural Hazard Areas and the impact on Buyer’s use, operation, ownership and 10 enjoyment of the Property if the Property is located in any of the Natural Hazard Areas; (ii) prior to the Contingency Date, independent of any Natural Hazard Disclosure Statement, Buyer shall have determined or had an opportunity to determine whether the Property is located in any of the Natural Hazard Areas and will have assessed or had an opportunity to assess the impact on Buyer’s use, operation, ownership and enjoyment of the Property if the Property is located in any of the Natural Hazard Areas; and (iii) Buyer is not relying on any Natural Hazard Disclosure Statement (if one is delivered) in consummating the transactions contemplated hereby. This Section 3.9.5 shall survive the Closing and shall not merge into the Grant Deed or any other document or instrument delivered at the Closing.
4. Seller’s Preclosing Covenants
4.1 No Amendment or Agreements. On or after the Effective Date, Seller shall not (a) amend or waive any right under any Preliminary Document or (b) enter into any lease or other agreement of any type affecting the Property, in each case that would survive the Closing Date, without Buyer’s prior written consent. Before the Contingency Date, Buyer may not unreasonably withhold or delay its consent under this Section 4.1; after the Contingency Date, however, Buyer shall have sole discretion in all such matters.
4.2 Insurance. Through the Closing Date, Seller must maintain or cause to be maintained in full force and effect Seller’s existing property insurance covering the Property.
4.3 Maintenance and Operation. Seller, at its sole cost and expense, shall operate the Property in substantially the same manner as it has operated the property before the Effective Date and shall maintain and keep the Property such that on the Closing Date the Property is in substantially the same condition and repair as on the Effective Date, reasonable wear and tear accepted. From and after the Contingency Date, Seller may not make any material alterations to the Property without Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed.
4.4 No Marketing. From and after the Contingency Date, Seller agrees not to market, show or list the Property to any other prospective buyer during the term of this Agreement.
4.5 Access to Property. Buyer and Buyer’s agents and other Buyer’s Representatives shall have the right at all reasonable times until Closing to enter the Property subject to the terms and conditions provided in Section 3.9.2, Section 3.9.3 and elsewhere in this Agreement.
4.6 Notification. Seller shall promptly notify Buyer of any material change in the physical condition of the Property or of any material event or circumstance of which 11 Seller becomes aware and that makes any representation or warranty of Seller under this Agreement materially untrue.
4.7 Service Contracts. Seller covenants and agrees that before the Closing Date it shall terminate all service contracts related to the Property other than those service contracts which Seller has elected to assume pursuant to Section 1.1.4 hereof.
5. Representations and Warranties
5.1 Seller’s Representations and Warranties. Seller hereby represents and warrants that each of the following is true as of the Effective Date.
5.1.1 Legal Compliance. Seller has not received any written notices of any material violations of any building code or other law with respect to the Property which have not been corrected to the satisfaction of the issuer of the notice.
5.1.2 Compliance with Laws. Seller has not received any written notice that either the Property or its operation are, to Seller’s Knowledge, in material violation of any applicable law, ordinance, rule, regulation, judgment, order, or covenants, conditions and restrictions, whether federal, state, local, foreign or private.
5.1.3 Documents. To Seller’s Knowledge, all Preliminary Documents delivered to Buyer under Section 3, and all other documents delivered to Buyer by or on behalf of Seller, are true and correct copies of the documents in Seller’s possession; provided, however, Seller makes no representation or warranty whatsoever with respect to the Preliminary Report, any copies of exceptions to title shown in the Preliminary Report, any document, map or survey referred to in the Preliminary Report, or any other document or item received from the Title Company.
5.1.4 Litigation. To Seller’s Knowledge, there is no pending or threatened in writing litigation by any governmental authority or person against Seller relating to the Property that might, if it and all other pending and threatened in writing litigation were adversely determined, result in a material adverse change in the Property or its operation or that challenges the validity of or otherwise materially adversely affects the transaction contemplated by this Agreement.
5.1.5 Other Proceedings. To Seller’s Knowledge, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending against Seller or Seller’s interest in the Property, nor are any such proceedings contemplated by Seller.
12 5.1.6 Due Authorization. This Agreement and the performance of Seller’s obligations under it and all documents executed by Seller that are to be delivered to Buyer at the Closing are, or on the Closing Date shall be, duly authorized, executed, and delivered by Seller and are, or at the Closing Date shall be binding obligations of Seller, and to Seller’s Knowledge do not, and on the Closing Date shall not, violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or the Property is subject. No consent of any partner, shareholder, creditor, investor, judicial or administrative body, government agency, or other party is required for Seller to enter into or to perform Seller’s obligations under this Agreement, except as has already been obtained.
5.1.7 [Reserved.]
5.1.8 [Reserved.]
5.1.9 Environmental Site Condition. Except as disclosed in the Environmental Reports and documents of public record, Seller has no actual knowledge of the release of any Hazardous Materials onto the Real Property in violation of applicable Environmental Laws (as hereinafter defined). Specifically, and without limiting any other provision of this Agreement, Buyer acknowledges that other than obtaining the Environmental Reports, Seller has not at any time conducted any investigation or other inquiry whatsoever with respect to the matters contained in this Section 5.1.9. As used herein, the term “Environmental Laws” includes without limitation the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act and other federal laws governing the environment as in effect on the Effective Date of this Agreement together with their implementing regulations and guidelines as of the Effective Date of this Agreement, and all state, regional, county, municipal and other local laws, regulations and ordinances that are equivalent or similar to the federal laws recited above or that purport to regulate Hazardous Materials. As used herein, the term “Hazardous Materials” includes petroleum, including crude oil or any fraction thereof, natural gas, natural gas-liquids, liquidated natural gas, or synthetic gas usable for fuel (or mixtures of natural gas or such synthetic gas), and any substance, material waste, pollutant or contaminate listed or defined as hazardous or toxins under any Environmental Law.
5.1.10 Foreign Person. Seller is not a foreign person and is a “United States Person” as such term is defined in §7701(a)(30) of the Internal Revenue Code of 1986, as amended.
13 5.1.11 No Leases. Except for the Permitted Exceptions, there are no leases or other agreements for the use or occupancy of space in the Property that will be binding on the Property or Buyer following the Closing and, to Seller’s Knowledge, there are no other parties in possession or with claims to occupancy, use, or possession of the Property or any portion thereof.
5.1.12 No Contracts. Except for the service contract(s) set forth on Exhibit “B” hereto, there are no brokerage, leasing, listing, asset management, property management, service, utility, janitorial or maintenance contracts or agreements, or agreements for the provision of supplies or other goods, to which the Property is subject, and Seller is a party, which will be binding upon Buyer or the Property after the Closing to which Buyer has not already agreed to assume in writing.
5.1.13 Seller’s Knowledge. As used in this Agreement, the phrase, “Seller’s Knowledge” and any other reference to the knowledge of Seller, or words of similar import, shall be deemed to mean and are limited to the actual knowledge only of Jay Gilbert and Debra Gilbert and not any implied, imputed or constructive knowledge of such individual(s) or of Seller or any Seller Parties (as hereinafter defined), and without any independent investigation or inquiry having been made or any implied duty to investigate, make any inquiries or review the Preliminary Documents or any other documents, materials or information. It is understood and agreed that such individuals are named herein solely for the purpose of defining Seller’s Knowledge and such individuals shall have no personal liability in any manner whatsoever under this Agreement or otherwise with respect to the transactions contemplated by this Agreement. This Section 5.1.13 shall survive the Closing.
5.2 Buyer’s Representations and Warranties. Despite anything to the contrary in this Agreement, Buyer hereby warrants and represents that, as of the Effective Date, this Agreement and the performance of Buyer’s obligations under it and all the documents executed by Buyer that are to be delivered to Seller at the Closing are, or on the Closing Date shall be, duly authorized, executed, and delivered by Buyer and are, or at the Closing Date shall be, legal, valid, and binding obligations of Buyer do not, and on the Closing Date shall not, violate any provisions of any agreement or judicial order to which Buyer is a party or to which Buyer or the Property is subject. No consent of any partner, shareholder, creditor, investor, judicial or administrative body, government agency, or other party is required for Buyer to enter into or to perform Buyer’s obligations under this Agreement, except as has already been obtained. Buyer is a governmental entity, a body corporate and politic, and is qualified to do business in the State of California.
5.3 Effect of Representations and Warranties. Each representation and warranty in this Agreement (a) is material and being relied upon by the party to which the 14 representation and warranty is made; (b) is true in all respects as of the Effective Date; (c) shall be true in all material respects on the Closing Date; and (d) shall survive the Closing, except as otherwise provided in this Agreement.
Notwithstanding anything to the contrary contained in this Agreement, if Buyer (or any Buyer’s Representative) has actual knowledge from any source before the Closing of any matter which would make a representation or warranty of Seller contained in this Agreement untrue or incorrect in any material respect (an “Exception Matter”), but Buyer nonetheless elects to proceed with the Closing and the acquisition of the Property, Seller shall have no liability with respect to such Exception Matter notwithstanding any contrary provision, covenant, representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement. As used in this Agreement, the phrase, “Buyer’s Knowledge” and any other reference to the knowledge of Buyer, or words of similar import, shall be deemed to mean and are limited to the actual knowledge only of Daniel Hernandez and not any implied, imputed or constructive knowledge of such individual(s) or of Buyer, and without any independent investigation or inquiry having been made or any implied duty to investigate, make any inquiries or review the Preliminary Documents or any other documents, materials or information. It is understood and agreed that such individual are named herein solely for the purpose of defining Buyer’s Knowledge and such individuals shall have no personal liability in any manner whatsoever under this Agreement or otherwise with respect to the transactions contemplated by this Agreement. This Section 5.3 shall survive the Closing. Furthermore, without limiting the foregoing and notwithstanding anything to the contrary contained in this Agreement or in any document delivered pursuant to this Agreement, in no event shall Seller be deemed to be in breach or default, or be liable to Buyer, under this Agreement or any document delivered pursuant to this Agreement by reason of any breach or inaccuracy of a covenant, representation or warranty of Seller contained in this Agreement which results from any change that occurs between the Effective Date of this Agreement and the Closing due to the passage of time or which is expressly permitted pursuant to this Agreement or which is beyond the control of Seller.
5.4 Survival of Seller’s Representations and Warranties and Limitation on Liability.
The parties agree that (a) Seller’s warranties and representations in this Agreement and in any document executed by Seller under this Agreement with respect to the Property shall survive until six months after the Closing Date, and (b) if Buyer fails to provide written notice to Seller of any breach of such warranties or representations within six months of the Closing Date, Buyer shall be deemed to have waived all claims for breach of any representations and warranties with respect to the Property. Buyer’s sole remedies shall be an action at law for damages prior to the Limitation Period (defined in Section 8.2.2) as a consequence of such breach or termination of this Agreement and waiver of any further claims against Seller. In no event will Seller’s liability for damages to Buyer after the Closing exceed the amount set forth in Section 8.2.2 or apply until such damages exceed the threshold in Section 8.2.2.
15 5.5 “As is” Purchase. BUYER ACKNOWLEDGES AND AGREES THAT BUYER
WILL BE CONCLUDING THE PURCHASE OF THE PROPERTY BASED
SOLELY UPON BUYER’S INSPECTION AND INVESTIGATION OF THE
PROPERTY, AND THAT BUYER WILL BE PURCHASING THE PROPERTY ON AN “AS IS, WHERE IS” BASIS, WITH ALL FAULTS, LATENT AND PATENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY CONTAINED IN SECTION 5.1 OF THIS AGREEMENT, SELLER HAS NOT
MADE, IS NOT HEREBY MAKING AND SELLER HEREBY EXPRESSLY
DISCLAIMS AND NEGATES ANY REPRESENTATIONS OR WARRANTIES
OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, ON
WHICH BUYER IS RELYING AS TO ANY MATTER CONCERNING THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, MATTERS RELATING
TO THE ZONING, LAND-USE OR OTHER ENTITLEMENTS, THE
ENVIRONMENTAL CONDITION OF THE PROPERTY, AND/OR SOILS,
SEISMIC, GEOTECHNICAL AND/OR OTHER MATTERS RELATING TO
THE CONDITION OF THE PROPERTY. BUYER ACKNOWLEDGES AND
AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED
WITH RESPECT TO THE PROPERTY BY OR ON BEHALF OF SELLER,
INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL REPORTS
AND THE OTHER DOCUMENTS AND INSTRUMENTS TO BE DELIVERED
TO, OR OTHERWISE MADE AVAILABLE TO, BUYER PURSUANT TO
SECTION 5.1. HEREOF OR OTHERWISE, WAS OBTAINED FROM A
VARIETY OF SOURCES, THAT SELLER HAS NOT MADE ANY
INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH
INFORMATION, THAT ALL SUCH INFORMATION HAS BEEN AND
SHALL BE PROVIDED SOLELY AS AN ACCOMMODATION TO BUYER,
THAT SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO
THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH
INFORMATION, AND THAT SELLER IS NOT, AND SHALL NOT BE,
LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN
STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO
THE PROPERTY, OR THE OPERATION OR CONDITION THEREOF,
FURNISHED BY OR ON BEHALF OF SELLER OR ANY CONSULTANT,
ADVISOR, ATTORNEY, REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. AS PART OF BUYER’S
AGREEMENT TO PURCHASE AND ACCEPT THE PROPERTY “AS-IS,
WHERE-IS,” AND “WITH ALL FAULTS”, AND NOT AS A LIMITATION ON
SUCH AGREEMENT, BUYER HEREBY UNCONDITIONALLY AND
IRREVOCABLY WAIVES ANY AND ALL ACTUAL OR POTENTIAL
CLAIMS OR RIGHTS AGAINST THE SELLER PARTIES (AS HEREINAFTER
DEFINED) ARISING OUT OF THE INACCURACY OR INCOMPLETENESS
OF ANY MATERIALS SO FURNISHED, ARISING OUT OF ANY ALLEGED
DUTY OF THE SELLER PARTIES TO ACQUIRE, SEEK OR OBTAIN SUCH
MATERIALS, ARISING OUT OF OR IN CONNECTION WITH THE
ENVIRONMENTAL CONDITION OF THE PROPERTY AND ANY AND ALL 16 ACTUAL OR POTENTIAL CLAIMS OR RIGHTS BUYER MIGHT HAVE
REGARDING ANY FORM OF REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE
PROPERTY OTHER THAN IN CONNECTION WITH THOSE
REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN
SECTION 5.1 OF THIS AGREEMENT. SUCH WAIVER IS ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. SUCH WAIVER
INCLUDES, BUT IS NOT LIMITED TO, A WAIVER OF EXPRESS
WARRANTIES, IMPLIED WARRANTIES, WARRANTIES OF FITNESS FOR
A PARTICULAR USE, WARRANTIES OF MERCHANTABILITY,
WARRANTIES OF HABITABILITY, STRICT LIABILITY RIGHTS, AND
CLAIMS, LIABILITIES, DEMANDS OR CAUSES OF ACTION OF EVERY
KIND AND TYPE, WHETHER STATUTORY, CONTRACTUAL OR UNDER
TORT PRINCIPLES, AT LAW OR IN EQUITY, INCLUDING, BUT NOT
LIMITED TO, CLAIMS REGARDING DEFECTS WHICH MIGHT HAVE
BEEN DISCOVERABLE, CLAIMS REGARDING DEFECTS WHICH WERE
NOT OR ARE NOT DISCOVERABLE, PRODUCT LIABILITY CLAIMS,
PRODUCT LIABILITY TYPE CLAIMS, ALL OTHER EXISTING OR LATER
CREATED OR CONCEIVED STRICT LIABILITY OR STRICT LIABILITY
TYPE CLAIMS AND RIGHTS, AND ANY AND ALL CLAIMS RELATING TO
THE ENVIRONMENTAL CONDITION OF THE PROPERTY, INCLUDING,
WITHOUT LIMITATION, ANY AND ALL CLAIMS UNDER CERCLA AND RCRA. EFFECTIVE UPON THE CLOSING DATE, AND TO THE FULLEST
EXTENT PERMITTED BY LAW, BUYER HEREBY RELEASES,
DISCHARGES AND FOREVER ACQUITS SELLER AND EVERY ENTITY
AFFILIATED WITH SELLER AND ALL OF ITS AND THEIR RESPECTIVE
PARTNERS, MEMBERS, SUBSIDIARIES, AFFILIATES, OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS
AND INDEPENDENT CONTRACTORS AND THE SUCCESSOR OF EACH
AND EVERY ONE OF THEM (COLLECTIVELY, THE “SELLER PARTIES”)
FROM ALL DEMANDS, CLAIMS, LIABILITIES, OBLIGATIONS, COSTS
AND EXPENSES WHICH BUYER MAY SUFFER OR INCUR RELATING TO THE PROPERTY. SPECIFICALLY, AND NOT BY WAY OF LIMITATION,
BUYER HEREBY RELEASES, DISCHARGES AND FOREVER ACQUITS
THE SELLER PARTIES FROM ALL DEMANDS, CLAIMS, LIABILITIES,
OBLIGATIONS, COSTS AND EXPENSES ARISING OUT OF OR
OTHERWISE RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY. AS PART OF THE PROVISIONS OF THIS ARTICLE 5, BUT NOT
AS A LIMITATION THEREON, BUYER HEREBY AGREES, REPRESENTS
AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT
LIMITED TO MATTERS WHICH ARE KNOWN OR DISCLOSED, AND
BUYER HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS
WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED
UPON IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR
LOCAL LAWS, RULES OR REGULATIONS, INCLUDING WITHOUT
LIMITATION, SECTION 1542 OF THE CIVIL CODE OF THE STATE OF 17 CALIFORNIA OR ANY SIMILAR STATUTE, LAW, RULE OR REGULATION OF ANY OTHER STATE. BUYER ACKNOWLEDGES THAT SECTION 1542
OF THE CIVIL CODE OF THE STATE OF CALIFORNIA 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.
IN THIS CONNECTION AND TO THE FULLEST EXTENT PERMITTED BY
LAW, BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT
BUYER REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS
NOW UNKNOWN TO BUYER MAY HAVE GIVEN OR MAY HEREAFTER
GIVE RISE TO CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS,
CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES WHICH
ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED,
AND BUYER FURTHER AGREES, REPRESENTS AND WARRANTS THAT
THE WAIVERS AND RELEASES HEREIN HAVE BEEN NEGOTIATED AND
AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT BUYER
NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND
ACQUIT THE SELLER PARTIES FROM ANY SUCH UNKNOWN CAUSES
OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES,
COSTS, LOSSES AND EXPENSES WHICH MIGHT IN ANY WAY BE
INCLUDED IN THE WAIVERS AND MATTERS RELEASED AS SET FORTH IN THIS ARTICLE. THE PROVISIONS OF THIS ARTICLE ARE MATERIAL
AND INCLUDED AS A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO SELLER BY BUYER IN EXCHANGE FOR SELLER’S
PERFORMANCE HEREUNDER. SELLER HAS GIVEN BUYER MATERIAL
CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR
BUYER AGREEING TO THE PROVISIONS OF THIS ARTICLE. SELLER
AND BUYER HAVE EACH INITIALED THIS ARTICLE TO FURTHER
INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND
EVERY PROVISION HEREOF. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS ARTICLE 5 SHALL CONSTITUTE A WAIVER BY
BUYER WITH RESPECT TO ANY FRAUD BY SELLER.
BUYER’S INITIALS: __________ SELLER’S INITIALS: _________
5.6 Release of Seller. Except as provided in Section 5.4, effective from and after the Closing, Buyer hereby waives, releases, acquits, and forever discharges Seller, all Seller Parties, and each of their respective agents, affiliates, subsidiaries, successors and assigns (collectively, the “Releasees”) from any and all claims, actions, causes of action, demands, rights, liabilities, damages, losses, costs, expenses, or compensation whatsoever, direct or indirect, known or unknown, foreseen or 18 unforeseen, that it now has or that may arise in the future because of or in any way growing out of or connected with this Agreement and the Property including without limitation the condition of the Property, except matters arising from Seller’s fraud or intentional misrepresentation. Buyer expressly waives its rights granted under the provisions of any law that provides that a general release does not extend to claims that Buyer does not know or suspect to exist in its favor at the time of executing the release, which if known by it must have materially affected its agreement to release seller including, without limitation, California Civil Code section 1542 regarding the matters covered by a general release, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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.”
Buyer acknowledges that the foregoing acknowledgments, releases and waivers, including without limitation the waiver of the provisions of California Civil Code section 1542, were expressly bargained for.
Buyer has initialed this Section 5.6 to further indicate Buyer’s awareness and acceptance of each and every provision of this Agreement. The provisions of this Section 5.6 shall survive the Closing.
Buyer’s Initials: _______________
6. Closing Conditions
6.1 Buyer’s Closing Conditions. All obligations of Buyer under this Agreement are subject to the fulfillment, before or at the Closing, of each of the following conditions (the “Buyer’s Closing Conditions”). Buyer’s Closing Conditions are solely for Buyer’s benefit and any or all of the Buyer’s Closing Conditions may be waived in writing by Buyer in whole or in part without prior notice.
6.1.1 Title. It is a Buyer’s Closing Condition that, on the Closing Date, Seller convey to Buyer insurable, fee simple title to the Real Property by execution and delivery of a grant deed (hereinafter referred to as the “Grant Deed”), and the Title Company shall be willing to issue, at Closing, its Owner’s standard form of CLTA Standard Coverage Policy of Title Insurance in the amount of the Purchase Price showing title to the Land and Improvements vested in Buyer, subject to the Permitted Exceptions (the “Title Policy”). If Buyer elects to obtain any particular title insurance endorsements or an extended coverage policy (such as an ALTA policy), the additional premium and costs for the extended 19 coverage policy and the cost of any endorsements will be at Buyer’s sole cost and expense, provided however, that Buyer’s election to obtain an extended coverage policy (such as an ALTA policy) shall not delay Closing and Buyer’s inability to obtain an extended coverage policy or any such endorsements shall not be deemed to be a failure of any Buyer’s Closing Condition. Seller shall have no obligation to provide any indemnity or agreement to the Title Company or Buyer to support the issuance of the Title Policy or any such endorsements other than a reasonable and customary owner’s affidavit. The Title Policy may be delivered after the Closing if at the Closing the Title Company issues an effective, proforma title policy or a duly-executed “marked-up” title commitment and irrevocably commits to issue the Title Policy in the form of either a proforma title policy or a “marked-up” title commitment after the Closing Date. Indemnification of the Title Company to induce it to insure any otherwise unpermitted exception to title will not be allowed except with Buyer’s prior written consent after full disclosure to Buyer of the nature and substance of such exception and indemnity, which consent will not be reasonably withheld, condition or delayed by Buyer for exceptions not material to marketable title to the Real Property. If Seller has requested, by written notice to Buyer accompanied by a copy of the proposed indemnity document, Buyer’s consent to such an indemnification of the Title Company to remove an exception to title to the Property Buyer shall either deliver written consent to such indemnification either within ten (10) business days after Seller’s written request for such consent, or Buyer shall deliver Buyer’s notice of objection to such indemnification stating the reasons for Buyer’s refusal to grant Seller’s request. Provided, however, Buyer’s objection to such indemnification shall not be unreasonably conditioned or withheld.
6.1.2 Liens. Buyer must have received, at Buyer’s sole cost and expense, a certified report, with copies of all documents, satisfactory to Buyer and Buyer’s counsel, from the Title Company or a reputable lien search company indicating that there are no personal property liens of record on file with the Secretary of State of California, other than those that will be discharged at the Closing, as of a date no more than five (5) Business Days before the Closing Date, and a confirmation dated no more than three (3) Business Days before the Closing Date that no further liens have been filed since the date of the certified report other than those that will be discharged at the Closing. Also, Buyer must have received, at Buyer’s sole cost and expense, a verified report, satisfactory to the Buyer and Buyer’s counsel, from the Title Company or a reputable lien search company, indicating that there are not federal or state tax liens of record against the Property and on file with the respective agencies as of a date no more than ten (10) Business Days before the Closing Date other than those that will be discharged at the 20 Closing. Buyer shall promptly order the certified report and verified report referred to in this Section 6.1.2 so as to ensure the timely receipt thereof and no delay in the Closing. Buyer’s failure to promptly order the certified report and verified report referred to in this Section 6.1.2 so as to ensure the timely receipt thereof and no delay in the Closing shall be deemed to be Buyer’s waiver of the Buyer’s Closing Condition in this Section 6.1.2
6.1.3 Seller’s Representations, Warranties, and Covenants. The representations and warranties of Seller in Section 5.1 of this Agreement must be true in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. Seller must have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it before or on the Closing Date. Buyer must have been furnished with a certificate of Seller dated as of the Closing Date, certifying the truth and accuracy in all material respects of the representations and warranties of Seller in Section 5.1 of this Agreement. Such certificate shall have the effect of a representation and warranty of Seller made on and as of the Closing Date, subject to all of the qualifications and limitations upon Seller’s representations and warranties contained in this Agreement.
6.1.4 Closing Documents. Seller must have delivered to Escrow the documents and funds it is required by this Agreement to deliver through Escrow at Closing.
6.1.5 Adverse Actions. Other than those matters already disclosed by Seller to Buyer, there shall exist no other actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings, pending or threatened, against the Seller or regarding the Property that would materially and adversely affect the Seller’s ability to perform its obligations under this Agreement or Buyer’s title to the Property and there shall exist no pending or threatened action, suit or proceeding regarding Seller before or by any court or administrative agency that seeks to restrain or prohibit this Agreement or the consummation of the transactions contemplated by this Agreement.
6.1.6 Hazardous Material. No Hazardous Materials in violation of Environmental Laws shall have been discovered on the Property after the Contingency Date that were not previously disclosed to Buyer or discovered by Buyer before the Contingency Date.
6.1.7 No Material Changes. No event shall have occurred, nor shall any condition have arisen, after the Contingency Date that as of the Closing 21 Date materially and adversely affects all or any part of the Property or its current operation, use, value, income, expenses, or occupancy.
6.1.8 Consents. All necessary agreements and consents of all parties to consummate the transaction contemplated by this Agreement shall have been obtained and furnished by Seller to Buyer.
6.2 Seller’s Closing Conditions. Seller’s obligation to sell the Property is expressly conditioned on the fulfillment of each condition precedent at or before the Closing (the “Seller’s Closing Conditions”). Seller’s Closing Conditions are solely for Sellers’ benefit and any of Seller’s Closing Conditions may be waived in writing by Seller in whole or in part without prior notice.
6.2.1 Approval of Contingencies. It is a Seller’s Closing Condition that Buyer must have acknowledged its approval or waiver of all contingencies as required under Article 3.
6.2.2. Purchase Price. Buyer must have delivered the Purchase Price to Escrow for payment to Seller via wire instructions to be delivered by Seller to Escrow prior to Closing.
6.2.3 Delivery of Closing Documents and Funds. Buyer must have delivered to Escrow the documents, the Purchase Price and any funds required to close the escrow hereunder.
6.2.4 Buyer’s Representations, Warranties, and Covenants. The representations and warranties of Buyer in this Agreement must be true in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. Buyer must have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer before or on the Closing Date. Seller must have been furnished with a certificate of Buyer dated as of the Closing Date, certifying the truth and accuracy in all material respects of the representations and warranties of Buyer in Section 5.2 of this Agreement. Such certificate shall have the effect of a representation and warranty of Buyer made on and as of the Closing Date, subject to all of the qualifications and limitations upon Buyer’s representations and warranties contained in this Agreement.
6.2.5 Consents. All necessary agreements and consents of all parties to consummate the transaction contemplated by this Agreement shall have been obtained and furnished by Buyer to Seller.
6.3 Termination for Failure of a Condition. If Buyer’s Closing Conditions or Seller’s Closing Conditions, as the case may be, are not satisfied for any reason other than 22 a material default by Seller or Buyer, respectively, and Buyer’s Closing Conditions or Seller’s Closing Conditions have not been previously approved or waived, then, the party in whose favor the Closing Condition runs may, in its sole discretion and as its sole remedy, terminate this Agreement by five (5) days written notice to the other, or elect to proceed with the Closing in accordance with this Agreement, notwithstanding the non-satisfaction of such Closing Condition, thereby waiving satisfaction of such Closing Condition. If this Agreement is so terminated, the parties shall have no further obligation or liability under this Agreement. Any cancellation fee or other costs of the Escrow Holder and Title Company shall be borne equally by Seller and Buyer and each party shall pay its own expenses. This Section 6.3 shall survive any termination of this Agreement.
7. Closing
7.1 Escrow. The Escrow shall be opened with the Escrow Holder on the execution of this Agreement. This Agreement shall serve as the instructions of Buyer and Seller to Escrow Holder with respect to the transactions contemplated hereby; provided, however, Buyer and Seller shall promptly on the Escrow Holder’s request execute such additional escrow instructions as are reasonably required to consummate the transaction contemplated by this Agreement and are not inconsistent with this Agreement.
7.2 Closing Definitions.
7.2.1 Closing. The “Closing” means the exchange of money and documents as described in this Section 7.2, and shall be deemed to have occurred when Seller’s Grant Deed to Buyer has been recorded, the Escrow Holder holds and can record and deliver the remaining documents described in this Section 7.2, the Title Company is irrevocably and unconditionally committed to issue the Title Policy, Buyer has delivered the Purchase Price in immediately available funds to Escrow Holder, and Escrow Holder is irrevocably and unconditionally committed to deliver the Purchase Price to Seller in immediately available funds. .
7.2.2 Closing Date. Seller and Buyer agree that the Closing shall occur on the “Closing Date”. The Closing Date shall be a date mutually agreeable to Buyer and Seller that is no later than ______________[INSERT DATE THAT IS 15 DAYS AFTER THE CONTINGENCY DATE],
2025. If the Closing has not occurred within fifteen (15) days after the Contingency Date, then subject to Section 6.3 either party may elect to terminate this Agreement and neither party will have any obligations to the other except on account of any breach of this Agreement and except for those provisions which expressly survive any termination of this Agreement. The Closing of the purchase and sale of the Property contemplated by this Agreement and the delivery of all items required 23 for the Closing pursuant to this Agreement shall be made through the escrow established with the Title Company pursuant to this Agreement.
7.3 Seller’s Deposit of Documents and Funds. Seller must deposit into Escrow the following documents duly executed by Seller in form and substance customary in Los Angeles County, California:
7.3.1 Grant Deed. The Grant Deed duly executed and acknowledged by Seller conveying the Property to Buyer, subject only to the Permitted Exceptions;
7.3.2 General Assignment. A bill of sale and assignment by Seller of those service contracts Buyer has elected to assume and those warranties and guarantees, licenses and permits, plans, drawings and studies and other documents and agreements affecting the Property to be assigned to Buyer hereunder, duly executed by Seller (the “General Assignment”);
7.3.3 Non-foreign Certification. Certificates required by §1445 of the Internal Revenue Code of 1986, and the California Revenue and Taxation Code §18815, executed by Seller or appropriate upstream entity of Seller and in the form required by such statutes to relieve Buyer of any potential transferee’s withholding liability under such statutes (the “Non-foreign Certification”);
7.3.4 Seller’s Proof of Power and Authority. Such proof of Seller’s authority and authorization to enter into and perform under this Agreement, and such proof of power and authority of the individuals executing or delivering any instruments, documents, or certificates on behalf of Seller to act for and bind Seller as may reasonably be required by the Escrow Holder; and
7.3.5 Additional Documents. Such additional documents, including written Escrow instructions consistent with this Agreement, as may be reasonably necessary or desirable to convey the Property in accordance with this Agreement, provided any such additional document shall not expand any obligation, covenant, representation or warranty of Seller, result in any new or additional obligation, covenant, representation or warranty of Seller, or diminish any of Seller’s rights under this Agreement.
7.4 Buyer’s Deposit of Documents. Buyer must deposit into Escrow the following documents duly executed by Buyer in form and substance reasonably satisfactory to Seller:
7.4.1 General Assignment. A counterpart of the General Assignment assuming those service contracts Buyer has elected to assume and those 24 warranties and guarantees, licenses and permits, plans, drawings and studies and other documents and agreements affecting the Property to be assigned to Buyer hereunder, duly executed by Buyer;
7.4.2 Buyer’s Proof of Power and Authority. Such proof of Buyer’s authority and authorization to enter into and perform under this Agreement, and such proof of power and authority of the individuals executing or delivering any instruments, documents, or certificates on behalf of Buyer to act for and bind Buyer as may reasonably be required by Seller and the Escrow Holder;
7.4.2 Conveyance Documents. Such additional documents, including written Escrow instructions consistent with this Agreement, as may be reasonably necessary or desirable to convey the Property in accordance with this Agreement, provided any such additional document shall not expand any obligation, covenant, representation or warranty of Buyer, result in any new or additional obligation, covenant, representation or warranty of Buyer, or diminish any of Buyer’s rights under this Agreement; and
7.4.4 Purchase Price. The Purchase Price plus or minus applicable prorations and closing costs as provided in this Agreement, in immediate, same- day U.S. federal funds wired for credit into Escrow Holder’s escrow account.
7.5 Closing. When the Escrow Holder receives all documents and funds identified in Sections 7.3 and 7.4, and the Title Company is ready, willing, and able to issue the Title Policy, then, and only then, the Escrow Holder shall close Escrow by:
7.5.1 Recording the Grant Deed;
7.5.2 Issuing the Title Policy to Buyer;
7.5.3 Delivering to (a) Buyer the counterpart of the General Assignment executed by Seller, the Non-foreign Certification, copies of all recorded documents related to the transfer or encumbering of the Property, and a copy of Seller’s Escrow instructions, and (b) Seller the counterpart of the General Assignment executed by Buyer and a copy of Buyer’s Escrow instructions;
7.5.4 Paying the Purchase Price to Seller in immediate, same-day U.S. federal funds wired for credit into Seller’s bank account, plus or minus prorations and Seller’s share of any closing costs; and
7.5.5 Thereafter, Escrow Holder shall deliver signed closing statements showing all receipts and disbursements to Buyer and Seller and shall 25 file with the Internal Revenue Service (with copies to Buyer and Seller) the reporting statement required under Internal Revenue Code §6045(e).
7.6 Closing Costs and Prorations.
7.6.1 Escrow fees of the Escrow Holder shall be shared equally by Seller and Buyer;
7.6.2 Seller shall pay the cost of the CLTA portion of the Title Policy, and Buyer shall pay for the ALTA extended coverage, all endorsements, and any Survey;
7.6.3 Buyer shall pay the cost of recording the Grant Deed;
7.6.4 Buyer shall pay any sales tax;
7.6.5 The documentary transfer tax and any municipal transfer tax shall be paid by Buyer;
7.6.6 Real property taxes and assessments, water, sewer and utility charges; amounts payable under any Contracts or other agreements or documents assumed by Buyer hereunder; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property actually incurred by Seller shall all be prorated as of 12:01 a.m. on the date of Closing (i.e., such that Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a three hundred sixty- five (365)-day year.
7.7 Risk of Loss. The Closing shall be effective as of 12:01 a.m. Pacific Time on the Closing Date. Notwithstanding the foregoing, the risk of loss of all or any portion of the Property shall be borne by Seller up to and including the actual time of the Closing and completion of the wire transfer of the Purchase Price to Seller, and thereafter by Buyer, subject, however, to the terms and conditions of Section 7.7.1 below.
7.7.1 Seller shall promptly give Buyer written notice of any damage to the Land or the Improvements of which Seller is aware, describing such damage, and the Seller’s estimate of time to repair such damage. If such damage is not material, as defined below, then this Agreement shall remain in full force and effect and at Closing Buyer shall receive an assignment of the insurance proceeds relating to such damage and a credit for any deductible applicable to such insurance coverage and repair of such damage. If such damage is material, Buyer may elect by notice to Seller given within 10 days after Buyer is notified of such damage (and the Closing shall be extended, if necessary, to give Buyer 26 such 10-day period to respond to such notice) to proceed in the same manner as in the case of damage that is not material or to terminate this Agreement, in which event the Earnest Money shall be immediately returned to Buyer and thereafter the parties shall have no further obligations to each other hereunder except as otherwise expressly provided hereunder. Damage as to any one or multiple occurrences is “material” if in the reasonably exercised judgment of Seller, it will take more than six (6) months after Closing to repair.
8. Remedies for Default
8.1 Default. Buyer or Seller shall be deemed to be in default under this Agreement if either such party fails, for any reason other than the other party’s default under this Agreement or the failure of a condition precedent to such party’s obligation to perform under this Agreement, to meet, comply with, or perform any covenant, agreement, or obligation required on its part within the time limits and in the manner required in this Agreement, or a material breach shall have occurred of any representation or warranty (made by such party) by reason of such party’s actual fraud or intentional misrepresentation; provided, however, that no such default shall be deemed to have occurred unless and until the other party has given the defaulting party written notice of the default, describing the nature of the default, and the defaulting party has failed to cure such default within five (5) days after the receipt of such notice (but in any event before the Closing Date). IN NO EVENT SHALL
SELLER, ANY SELLER PARTY AND OF THEIR RESPECTIVE AGENTS,
AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS BE LIABLE TO
BUYER FOR ANY ACTUAL, PUNITIVE, SPECULATIVE,
CONSEQUENTIAL OR OTHER DAMAGES FOR A DEFAULT UNDER THIS AGREEMENT.
8.2 Default by Seller.
8.2.1 Seller's Default Prior to Closing. If Seller fails to complete the sale of the Property as provided in this Agreement by reason of any default of Seller, then Buyer shall be entitled to either (a) terminate this Agreement, whereupon the Earnest Money Deposit shall be returned to Buyer and or (b) pursue specific performance of Seller’s obligations under this Agreement; provided that Buyer must commence any action for such specific performance within sixty (60) days following the Closing Date. Buyer hereby waives any other remedy as a result of a default by Seller to complete the sale of the Property to Buyer. Which Seller might otherwise have at law or in equity by reason of such default by Seller.
8.2.2 Seller’s Default Following Closing. To the extent Buyer is entitled under the terms of this Agreement to seek damages following the Closing due to the breach by Seller hereof, Seller’s liability for breach of any such covenant, indemnity, representation or warranty with respect to the Property 27 shall be limited to claims in excess of an aggregate of TWENTY FIVE THOUSAND DOLLARS ($25,000.00), and Seller shall be liable only to the extent that such aggregate exceeds such figure. Seller’s aggregate liability for claims arising out of such covenants, indemnities, representations and warranties with respect to the Property shall not exceed
EIGHTY THREE THOUSAND NINE HUNDRED AND SEVENTY
DOLLARS ($83,970.00) (the “Damage Limit”). Buyer shall provide written notice to Seller prior to the date which is six (6) months after the Closing Date (the “Limitation Period”) of any alleged breach of such covenants, indemnities, warranties or representations and shall allow Seller thirty (30) days within which to cure such breach, or, if such breach cannot reasonably be cured within thirty (30) days, an additional reasonable time period, so long as such cure has been commenced within such thirty (30) days and is being diligently pursued. If Seller fails to cure such breach after written notice and within such cure period, Buyer’s sole remedy shall be an action at law for actual damages not to exceed the Damage Limit as a consequence thereof, and any permitted remedies hereunder must be commenced, if at all, within the Limitation Period. The Limitation Period referred to herein shall apply to known, as well as unknown, breaches of such covenants, indemnities, warranties or representations. Buyer specifically acknowledges that such termination of liability represents a material element of the consideration to Seller.
8.2.3 Buyer’s Default. If Buyer fails to complete the purchase of the Property as provided in this Agreement by reason of any default of Buyer, Seller shall be released from Seller’s obligation to sell the Property to Buyer. Buyer and Seller hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by Seller as a result of such default by Buyer and agree that the amount of the earnest money deposit theretofore made by Buyer, together with all interest thereon, is a reasonable approximation thereof. Accordingly, in the event that Buyer breaches this Agreement by defaulting in the completion of the purchase, the Earnest Money Deposit, together with all interest thereon, shall constitute and be deemed to be the agreed and liquidated damages of Seller, and shall be paid by Buyer to Seller as Seller's sole and exclusive remedy.
Seller hereby waives all other remedies against Buyer which Seller might otherwise have at law or in equity by reason of such default by Buyer, including without limitation the right to specific performance; provided, however, the foregoing shall not limit Buyer's indemnity obligations under sections 3.9.2 hereof. The payment of the Earnest Money Deposit, together with all interest thereon, as liquidated damages is not intended to be a forfeiture or penalty but is intended to constitute liquidated damages to Seller pursuant to California Civil Dode sections 1671, 1676 and 1677.
SELLER'S INITIALS: ____ BUYER'S INITIALS: ____
28 9. General.
9.1 Notices. Any notices relating to this Agreement shall be given in writing and shall be deemed sufficiently given and served for all purposes when delivered personally by a generally recognized overnight courier service, received by the other party when sent via United States mail certified or registered, return receipt requested, with postage prepaid, or send via email with confirmation of receipt by recipient, and addressed as follows:
If to Seller:Silverglen Properties LLC
PO Box 39379
Los Angeles, CA 90039
Attn: Debra Gilbert
Email: [email protected]
Tel: (213) 248-9155
with a copy to:
Silverglen Properties LLC
PO Box 39379
Los Angeles, CA 90039
Attn: Jay Gilbert
Email: [email protected]
Tel: (213) 248-9154
and a copy to:
Safarian Choi & Bolstad
515 S. Figuera Street, Suite 1760
Los Angeles, CA 90071
Attn: Chris K. Safarian, Esq.
Email: [email protected]
Tel: (213) 481-6576
If to Buyer:
City of Glendale
Director of Public Works
613 E. Broadway, Room 201
Glendale, CA 91206-4387
Attn: Daniel Hernandez
Phone: (818) 548-3900
with a copy to:
Gillian van Muyden,
Chief Assistant City Attorney
City Attorney’s Office
City of Glendale
613 E. Broadway, Suite 220
29 Glendale, CA 91040
[email protected]
Phone: (818) 548-2080
Escrow Holder/Title Company:
Fidelity National Title
555 S. Flower Street, Suite 4420
Los Angeles, CA 90071
Attn: Jessica D. Avila, J.D.
Email: [email protected]
Phone: 213-452-7132
9.2 Entire Agreement. The terms of this Agreement are intended by the parties as a final expression of their agreement with respect to such terms as are included therein and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement specifically supersedes any prior written or oral agreements between the parties. The language in all parts of this Agreement shall be construed as a whole in accordance with its fair meaning and without regard to California Civil Code §1654 or similar statues. Neither party has been induced to enter into this Agreement by, and neither party is relying on, any representation or warranty outside of those expressly set forth in this Agreement.
9.3 Amendments and Waivers. No addition to or modification of this Agreement shall be effective unless it is made in writing and signed by the party against whom the addition or modification is sought to be enforced. The party benefitted by any condition or obligation may waive the same, but such waiver shall not be enforceable by another party unless it is made in writing and signed by the waiving party.
9.4 Invalidity of Provision. If any provision of this Agreement as applied to either party or to any circumstance is adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, this fact 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.
9.5 Merger. Except for those provisions which expressly state they shall survive the Closing, this Agreement, each provision of it, and all warranties and representations in this Agreement shall not survive the Closing and shall merge into the Grant Deed and the other instruments executed and delivered at Closing.
9.6 References. Unless otherwise indicated, (a) all article and section references are to the articles and sections of this Agreement, and (b) except where otherwise stated, all references to days are to calendar days. Whenever under the terms of this Agreement the time for performance of a covenant or condition falls on a Saturday, Sunday, or California state holiday, such time for performance shall be extended to 30 the next Business Day. “Business Days” means days other than Saturday, Sunday, and California state holidays. The headings used in the Agreement are provided for convenience only and this Agreement shall be interpreted without reference to any headings. The Effective Date of the Agreement is for reference purposes only and is not necessarily the date on which it was entered into.
9.7 Governing Law. This Agreement shall be governed by the laws of the State of California applicable to contracts made by residents of the State of California and to be performed in California.
9.8 Time is of the Essence. Time is of the essence in the performance of the parties’ respective obligations under this Agreement.
9.9 Attorney Fees. In the event of any action or proceeding to enforce a term or condition of this Agreement, any alleged disputes, breaches, defaults, or misrepresentations in connection with any provision of this Agreement or any action or proceeding in any way arising from this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and expense, including without limitation reasonable attorney fees and costs of defense paid or incurred in good faith. The “prevailing party” for purposes of this Agreement, shall be deemed to be that party who obtains substantially the result sought, whether by settlement, dismissal, or judgment.
9.10 Assignment. Buyer shall have the right to assign Buyer’s right, title and interest in and to this Agreement to an entity owned and controlled by Buyer provided that (a) any such assignment is made not less than five (5) Business Days prior to the Closing Date and Seller receives written notice from Buyer of any such assignment not less than five (5) Business Days prior to the Closing Date, (b) the assignee shall assume all of the obligations of Buyer under this Agreement pursuant to an assignment agreement made expressly for the benefit of Seller, and (c) Buyer shall in no event be released from any of its obligations or liabilities hereunder in connection with any assignment, and all of the covenants, obligations, terms and conditions applicable to Buyer under this Agreement shall be binding upon such assignee. Subject to the foregoing, this Agreement will inure to the benefit of and be binding on the parties to this Agreement and their respective successors and assigns.
9.11 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third person to any party to this Agreement or give any third person any right of subrogation or action over or against any party to this Agreement.
31 9.12 Remedies Cumulative. The remedies set forth in this Agreement are cumulative and not exclusive to any other legal or equitable remedy available to a party, except where limited herein.
9.13 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 one and the same instrument.
9.14 Confidentiality. Buyer and Seller agree to hold all communications concerning the transaction which is the subject of this Agreement as confidential until the Closing or a termination of this Agreement. No documents, materials or any information concerning this transaction shall be disseminated by either party except for those persons specifically authorized in writing by the Buyer or Seller to do so in support of this transaction prior to Closing.
9.15 Electronic Signatures. Delivery of an executed counterpart of a signature page to this Agreement by telecopy, electronic scan transmission (such as a “pdf” file), DocuSign, Adobe Acrobat Sign or other electronic signatures in accordance with any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any state laws based on the Uniform Electronic Transactions Act, will be effective as delivery of a manually executed counterpart of this Agreement. Buyer and Seller intend to be bound by the signatures by telecopy, PDF file, DocuSign, Adobe Acrobat Sign or other electronic signatures, are aware that the other party will rely on the telecopy, PDF file, DocuSign, Adobe Acrobat Sign or other electronic signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature. [SIGNATURES APPEAR ON NEXT PAGE]
32 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Seller:
SILVERGLEN PROPERTIES LLC,
a California limited liability company
By: ____________________________
Name: __________________________
Title: ___________________________
Buyer:
CITY OF GLENDALE
By: __________________________________
Roubik Golanian, City Manager
Approved as to Form:
MICHAEL J. GARCIA, CITY ATTORNEY
By: ____________________________
Gillian van Muyden
Chief Assistant City Attorney
33 CONSENT OF ESCROW HOLDER
Fidelity National Title (the Escrow Holder) accepts the foregoing Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions as escrow instructions, agrees to act as escrow holder and agrees to be bound by its provisions applicable to it as Escrow Holder.
Date: May ____, 2025
FIDELITY NATIONAL TITLE
By: _______________________________
Name: Jessica Avila, J.D.
Title: Escrow Officer
1 EXHIBIT “A”
LEGAL DESCRIPTION
LOT 26 IN BLOCK 5 OF TRACT NO. 910, IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16, PAGE(S) 133 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN: 5640-031-023
2 EXHIBIT “B”
SERVICE CONTRACTS
•That certain AT&T Dedicated Internet & Voice Bundle Agreement dated June 5, 2023.