CA Purch - Sample.docm 1 of 13 INITIALS INITIALS
Copyright Marcus & Millichap 2025
PURCHASE AGREEMENT
THIS DOCUMENT IS MORE THAN A RECEIPT FOR MONEY.
IT IS INTENDED TO BE A LEGALLY BINDING AGREEMENT. READ IT CAREFULLY.
City of Glendale, a municipal corporation, shall be hereafter referred to as Aria Investments LLC, a California limited liability corporation, shall be hereafter referred to as Buyer shall deliver to Escrow Holder as defined in Paragraph 3, or to Marcus & Millichap Real Estate Investment Seller, the sum of Three Hundred Sixty Thousand dollars ($ 360,000 ) in the form of a wire transfer upon the Effective Date of this Agreement. price of that certain real property (referred to as the located in the City of Glendale, County of Los Angeles, State of California, and more particularly described -
and incorporated herein by this reference, and generally described as follows:
Vacant JoAnn Building
Approximately 33,818 Square Feet Building on 2.39 Acre Lot 1000 South Central Avenue, Glendale, CA 91204
APN: 5641-018-017
RECITALS
1) acknowledge and agree that the purchase of the Property is expressly made under the threat of eminent domain by Buyer, a municipal corporation with the power to condemn the Property pursuant to 2025 California Code of Civil Procedure, Part 3, Title 7, §§1230.010 et seq. 2) a Statement of Just Compensation, including a summary of the basis for just compensation, information about how the value was determined and that it was being made pursuant to California Government Code Section 7267.2.
3) Agreement were negotiated in good
faith to arrive at a settlement in-lieu of Buyer using its power of eminent domain to acquire the Property.
TERMS AND CONDITIONS
Seller agrees to sell the Property, and Buyer agrees to purchase the Property, on the following terms and conditions:
1) PURCHASE PRICE: The purchase price for the Property is Twenty Four Million dollars ($24,000,000).
Deposit, shall be delivered directly to the Escrow Company indicated in Paragraph 3 of this Agreement, by check or wire, upon the full execution of this Agreement. Broker shall deliver and deposit same in escrow as provided in Paragraph 3 below. The balance of the purchase price shall be payable at close of escrow pursuant to the terms stated below.
2) DOWN PAYMENT:Deposit only, cash balance paid at Closing. 3) ESCROW: Within two (2) calendar days after the Effective Date (defined as the date this Agreement is fully ) Seller shall open escrow with Fidelity Title Company
Seller
and Buyer agree to prepare and execute such escrow instructions as may be necessary and appropriate to close the transaction. C
recorded) shall occur within thirty (30) calendar days of the Effective Date of this Agreement. Escrow fee of Escrow Holder shall be paid by Buyer. County transfer taxes shall be paid by Buyer. The amount of such transfer taxes shall not be posted on the Grant Deed, but shall be supplied by separate affidavit. City transfer taxes, if any, shall be paid by Buyer. All other closing costs shall be paid as follows: The cost and expense of the Title Policy attributable to CLTA coverage shall be paid by Buyer. Buyer shall pay the Escrow Holder' s customary charges to Buyer and Seller for document drafting, recording, and miscellaneous charges. If, as a result of no fault of Buyer or Seller, Escrow fails to close, Buyer shall pay all of Escrow Holder's actually incurred fees and charges. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Exhibit 2
CA Purch - Sample.docm 2 of 13 INITIALS INITIALS Copyright Marcus & Millichap 2025 Section 1265.240. 4) PRORATIONS: Real property taxes, premiums on insurance acceptable to Buyer, and any other expenses of the Property shall be prorated as of the Closing Date. The amount of any bond or assessment which is a lien and not customarily paid with real property taxes shall be paid by Seller. 5) TITLE: Within two (2) calendar days (excluding holidays and weekends as defined in Section 34 herein below) after the Effective Date of this Agreement, Seller shall procure and cause to be delivered to Buyer a preliminary title report with copies of all exceptions issued by Fidelity National Title (the the Property. Upon receipt of preliminary title report, Buyer shall have two (2) calendar days to either approve in writing the exceptions contained in said title report or specify in writing any exceptions to which Buyer reasonably objects and deliver same to Seller . If Buyer objects to any exceptions, Seller, within two (2) calendar days following, delivery of Buyerwritten notice shall either which Buyer has objected before the Closing Date, or (ii) provide Buyer written notice that Seller is unwilling or unable to eliminate said exception(s)of . If Seller fails to so notify Buyer in writing, or is unwilling or unable to remove any such exception by the Closing Date, Buyer shall elect in writing, within five (5) calendar days from , or S to notify Buyer of its election not to cure, to either terminate this Agreement and receive back the entire Deposit (in which event Buyer and Seller shall have no further obligations under this Agreement); or to purchase the Property subject to such exception(s). Seller shall convey by grant deed to Buyer (or to such other person or entity as Buyer may specify) marketable fee title subject only to the exceptions approved by Buyer in accordance with this Agreement. Title shall be insured by a standard California Land Title Association policy of title insurance issued by the Title Company in the amount of the purchase price with premium paid by Buyer. 6) FINANCING CONTINGENCIES: NO FINANCING CONTINGENCY ALL CASH 7) PEST CONTROL CONTINGENCIES: NO PEST CONTROL CONTINGENCY - 8) INSPECTION CONTINGENCIES: 8.1) BOOKS AND RECORDS: Seller agrees to provide Buyer with items a, g, j, and k listed below within five (5) (5) calendar days following the Effective Date: a. All insurance policies, latest tax bill(s) and other written agreements, written code violations or other notices which affect the Property. b. The operating statements of the Property for the *** ( *** ) calendar months immediately preceding the Effective Date hereof. c. For commercial properties, copies of whatever documents the Seller may have regarding the financial condition, business prospects or prospective continued occupancy of any tenant (including but not limited to financial statements, credit reports, etc.). d. All notes and security instruments affecting the Property. e. A complete and current rent roll, including a schedule of all tenant deposits and fees. f. A written inventory of all items of Personal Property to be conveyed to Buyer and included as part of the purchase price at close of escrow. g Buyer, hereby waives receipt of a report , containing the Natural Hazard Disclosures (as defined below) concerning the Property. Hazard shall mean whether the Property is located within: (1) Special Flood Hazard Area; (2) Dam Failure Inundation Area; (3) Earthquake Fault Zone; (4) Seismic Hazard Zone; (5) High Fire Severity Area; and/or (6) Wildland Fire Area. Buyer is a public entity that has access to data bases containing the Natural Hazard Disclosure information. Seller represents and warrants that, unless otherwise noted by Seller to Buyer in writing, Seller is unaware of any inaccuracies in the Natural Hazard Disclosures. h. Any and all documents, of any type or nature, that in any way reference the existence of mold or mold-related problems with the Property or any toxic substance on or about the Property. i. Any and all documents, of any type or nature, that in any way reference the existence of lead-based paint or lead-based paint problems with the Property. j. Any and all documents, of any type or nature, that in any way reference the existence of litigation affecting the property. k. The following items, if readily available to Seller: Phase I Environmental Site Assessment . Buyer shall acknowledge receipt of or waive receipt of these items in writing within ten (10) calendar days following receipt of these items from the Seller and to review and approve in writing each of these items. If Seller fails to provide
CA Purch - Sample.docm 3 of 13 INITIALS INITIALS Copyright Marcus & Millichap 2025 these items or if Buyer fails to either waive or approve these items within the specified time, this Agreement shall berendered null and void, Buyer's entire deposit shall be returned, and Buyer and Seller shall have no further obligations hereunder.8.2) PHYSICAL INSPECTION: Buyer shall have fifteen (15) calendar days following the Effective Date to inspect the physical condition of the Property, including, but not limited to the soil conditions and the presence or absence of lead-based paint, mold and other hazardous materials on or about the Property. Seller agrees to provide access to the Property within twenty-to notify the Seller in writing that Buyer approves the physical condition of the Property within fifteen (15) calendar days following the Effective Date. If Buyer fails to approve the physical condition of the Property within the specified time, this Agreement shall be null and void and Escrow Holder is hereby authorized to return Buyer's entire deposit. Buyer and Seller shall have no further obligations hereunder. 9) DEPOSIT TRANSFER: Escrow terms and conditions of this Agreement. Buyer acknowledges and agrees that, in the event Buyer defaults on this Agreement after removal of -refundable and is forfeited to Seller. Provided, however, if the Property is made unmarketable by Seller or Seller defaults on this Agreement, the Escrow Officer shall immediately return the Deposit to Buyer and the grant deed shall be returned to Seller. Notwithstanding the foregoing, no party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when, and to the extent, such failure or delay is caused by as the Force such as hurricane, flood, earthquake, tornado, fire, avalanche, or tsunami; (b) war, invasion, armed conflict (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (c) epidemics, pandemics, or government- mandated quarantines or stay-at-home orders (excluding recurrences of prior epidemics, pandemics, or quarantines or stay-at-home orders); or (d) government law, regulation, order, or other action. In such a Force Majeure Event, the Impacted Party must provide written notice to all other parties to this Agreement demonstrating that the Force Majeure Event has rendered performance of the Impacted obligations under this Agreement impossible. Upon service of such written notice in accordance with the notice provisions of this Agreement, this Agreement shall be deemed terminated at no fault to either party and the deed shall be returned to Seller. If Buyer, as the Impacted Party, timely serves such written notice upon all other parties within five (5) calendar days of the Force Majeure Event rendering refunded to Buyer; otherwise, Seller shall be entitled to retain the Deposit. 10) ESTOPPEL CERTIFICATE CONTINGENCY (Leased Properties): ESTOPPEL CERTIFICATES NOT APPLICABLE 11) INDEPENDENT CONSIDERATION: Notwithstanding anything to the contrary in this Agreement, Buyer and Seller agree that Five Hundred Dollars ($500.00) of the Deposit will be non-refundable and will be distributed to Seller upon any termination of this Agreement as full payment and independent consideration for performance under this If this Agreement is properly terminated by the Buyer, subject to Paragraphs 5 and 8.1-8.2 herein above, the Deposit less the Five Hundred Dollars ($500) will be promptly returned to Buyer and the parties will have no further rights or obligations under this Agreement except for any that expressly survive the termination of this Agreement. 12) SERVICE AND TENANT CONTRACTS/OTHER MATERIAL CHANGES: After Buyer has removed all contingencies, Seller shall not, without the prior written consent of Buyer which cannot be unreasonably withheld, enter into any new service or tenant contracts that cannot be canceled with 30 notice and without penalty. Seller shall not make any material changes to the Property, do any act, or enter into any agreements of any kind that materially changes the value of the Property or the rights of the Buyer as they relate to the Property. 13) PERSONAL PROPERTY: Title to any personal property to be conveyed to Buyer in connection with the sale of the Property shall be conveyed to Buyer by Bill of Sale on the Closing Date free and clear of all encumbrances (except those approved by Buyer as provided above). The price of these items shall be included in the Purchase Price for 14) CONDITION OF PROPERTY: It is understood and agreed that the Property is being that Buyer has, or will have prior to the Closing Date, inspected the Property; and that neither Seller nor Broker make any representation h and every matter of concern or relevance to Buyer relating to the Property, including without limitation the financial, legal, title, physical, geological and environmental condition and sufficiency of the Property and all improvements and equipment thereon; applicable governmental laws, regulations, and zoning; building codes, and presence of hazardous materials; title matters; and contracts to be assumed by Buyer. s 5 and 8.1-8.2 of this Agreement, Buyer agrees,
CA Purch - Sample.docm 4 of 13 INITIALS INITIALS Copyright Marcus & Millichap 2025 and represents and warrants that upon Closing Buyer will purchase the and solely on reliance on its own investigation of the Property. Seller had no obligation to repair, correct or compensate Buyer for any Property Condition, and upon closing, Buyer shall be deemed to have waived any and all objections to the Property Condition, whether or not known to Buyer. Upon Closing, Buyer hereby waives, releases, acquits, and forever discharges Seller, and claims, actions, causes of action, demands, rights, liabilities, damages, losses, costs expenses, or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, that it now has or which may arise in the future on account of or in any way growing out of or connected with Property Condition. BUYER EXPRESSLY WAIVES ANY OF ITS RIGHTS GRANTED UNDER CALIFORNIA CIVIL CODE SECTION 1542, 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, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 15) RISK OF LOSS: Risk of loss to the Property shall be borne by Seller until title has been conveyed to Buyer. In the event that the improvements on the Property are destroyed or materially damaged between the Effective Date of this Agreement and the date title is conveyed to Buyer, Buyer shall have the option of demanding and receiving back the entire Deposit and being released from all obligations hereunder, or alternatively, taking such improvements as Seller can deliver. Upon physical inspection and approval of the Property, Seller shall maintain the Property through Close of Escrow in the same condition and repair as approved, reasonable wear and tear excepted. 16) POSSESSION: Possession of the Property shall be delivered to Buyer on Closing Date. 17) LIQUIDATED DAMAGES: 17a. By placing their initials immediately below, Buyer and Seller agree that it would be impracticable or extremely difficult to fix actual damages in the event of a default by Buyer, that the amount of Deposit hereunder the event of default, and that upon default in its purchase obligations under this Agreement, not caused by any breach by Seller, Seller shall be released from its obligations to sell the Property and shall increased by the terms hereof) as liquidated damages, which shall 18) SELLER EXCHANGE: Buyer agrees to cooperate should Seller elect to sell the Property as part of a like-kind exchange under IRC Section 1033. liability or financial obligation, and Seller agrees to hold Buyer harmless from any liability that might arise from such exchange. This Agreement is not subject to or contingent upon ability to acquire a suitable exchange property or effectuate an exchange. In the event any exchange contemplated by Seller should fail to occur, for whatever reason, the sale of the Property shall nonetheless be consummated as provided herein. 19) DISCLOSURE OF REAL ESTATE LICENSURE: N/A. 20) AUTHORIZATION: Buyer and Seller authorize Broker to disseminate sales information regarding this transaction, including the purchase price of the Property. 21) AGENCY DISCLOSURE: 21a. EXCLUSIVE LISTING 21b. DUAL AGENCY 21c. SELLER'S AGENT: Marcus & Millichap Real Estate Investment Services is the broker representing the Seller (and the Seller only) in this transaction. 21d. BROKER 22) OTHER BROKERS: Buyer and Seller agree that, in the event any broker other than Broker or a broker affiliated with Broker is involved in the disposition of the Property, Broker shall have no liability to Buyer or Seller for the acts or omissions of such other broker, who shall not be deemed to be a subagent of Broker. 23) LIMITATION OF LIABILITY: breach or negligence in its performance of this Agreement shall be limited to the greater of $50,000 or the amount of compensation actually received by Broker in any transaction hereunder. 24) Broker shall have no authority to bind either Buyer or Seller to any modification or amendment of this Agreement. Broker shall not be responsible for performing any due diligence or other investigation of the Property on behalf of either Buyer or Seller, or for providing either party
CA Purch - Sample.docm 5 of 13 INITIALS INITIALS Copyright Marcus & Millichap 2025 with professional advice with respect to any legal, tax, engineering, construction or hazardous materials issues. future negotiations regarding the terms of this Purchase Agreement or as otherwise required by law, Buyer and Seller 25) BROKER DISCLAIMER: Buyer and Seller acknowledge that, except as otherwise expressly stated herein, Broker has not made any investigation, determination, warranty or representation with respect to any of the following: (a) the financial condition or business prospects of any tenant, or such intent to continue or renew its tenancy in the Property; (b) the legality of the present or any possible future use of the Property under any federal, state or local law; (c) pending or possible future action by any governmental entity or agency which may affect the Property; (d) the physical condition of the Property, including but not limited to, soil conditions, the structural integrity of the improvements, and the presence or absence of fungi, mold or wood-destroying organisms; (e) the accuracy or completeness of income and expense information and projections, of square footage figures, and of the texts of leases, options, and other agreements affecting the Property; (f) the possibility that lease, options or other documents exist which affect or encumber the Property and which have not been provided or disclosed by Seller; or (g) the presence or location of any hazardous materials on or about the Property, including, but not limited to, asbestos, -based paint and underground storage tanks. Buyer agrees that inshall not hold Broker responsible therefore. Buyer further agrees to reaffirm its acknowledgment of this disclaimer at close of escrow and to confirm that it has relied upon no representations of Broker in connection with its acquisition of the Property. 26) MOLD/ALLERGEN ADVISORY AND DISCLOSURE: Buyer is advised of the possible presence within properties of toxic (or otherwise illness-causing) molds, fungi, spores, pollens and/or other botanical substances and/or allergens (e.g. dust, pet dander, insect material, etc.). These substances may be either visible or invisible, may adhere to walls and other accessible and inaccessible surfaces, may be embedded in carpets or other fabrics, may become airborne, and may be mistaken for other household substances and conditions. Exposure carries the potential of possible health consequences. Broker strongly recommends that Buyer contact the State Department of Health Services for further information on this topic. Buyer is advised to consider engaging the services of an environmental or industrial hygienist (or similar, qualified professional) to inspect and test for the presence of harmful mold, fungi, and botanical allergens and substances as part of physical condition inspection of the Property, and Buyer is further advised to obtain from such qualified professionals information regarding the level of health-related risk involved, if any, and the advisability and feasibility of eradication and abatement, if any. Buyer is expressly cautioned that Broker has no expertise in this area and is, therefore, incapable of conducting any level of inspection of the Property for the possible presence of mold and botanical allergens. Buyer acknowledges that Broker has not made any investigation, determination, warranty or representation with respect to the possible presence of mold or other botanical allergens, and Buyer agrees that the investigation and analysis of the foregoing 27) WATER HEATER DISCLOSURE: Seller certifies that it has complied with the water heater earthquake protection requirements set forth in California Health and Safety Code section 19211. Buyer is advised that Broker has no expertise in this area and is, therefore, incapable of conducting any level of inspection of the Property for the possible non-standard and/or unsafe water heater bracing, anchoring, or strapping to resist movement due to earthquakes. Buyer understands that Broker has not made any investigation, determination, warranty or representation with respect to the possible unfit water heater bracing, anchoring, or strapping or other standards, and Buyer agrees that the investigation and analysis of the foregoing matters is sole responsibility and that Buyer shall not hold Broker responsible therefore. 28) MANDATORY TITLE 24 LIGHTING REQUIREMENTS: C new Building Energy Efficiency Standards (Title 24, part 6), which took effect on July 1, 2014, established higher standards for improving energy efficiency in both residential and non-residential California real estate. Buyer acknowledges and agrees that it is aware of and familiar with the standards, as well as the potential cost of retrofitting and compliance, and has considered and incorporated such cost in its decision to enter into this Agreement. For more information, see https://www.energy.ca.gov/programs- and-topics/programs/building-energy-efficiency-standards 29) ARBITRATION OF DISPUTES AND WAIVER OF JURY TRIAL: All disputes arising between the Parties, including Broker, with respect to the subject matter of this Purchase Agreement or the transaction contemplcommissions as provided herein) shall be settled exclusively by final, binding arbitration. The judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
CA Purch - Sample.docm 6 of 13 INITIALS INITIALS Copyright Marcus & Millichap 2025 rules (the Any party who fails or refuses to submit to arbitration following a demand by the other party shall The arbitration will be decided by a single arbitrator selected according to the Rules. The arbitrator will decide any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication and may grant any remedy or relief that a court could order or grant on similar motions. The arbitrator shall apply the provisions of this Representation Agreement without varying therefrom, and shall not have the power to add to, modify, or change any of the provisions hereof. In any arbitration proceeding discovery will be permitted only in accordance with the terms of this paragraph. Discovery by each party shall be limited to: (i) a maximum number of five (5) depositions limited to four hours each; (ii) requests for production of documents; (iii) two interrogatories: one inquiring into the amount of damages sought by the other party and another into the calculation of those damages; and (iv) subpoenas upon third parties for production of documents, depositions, and to appear at a hearing. The scope of discovery may be expanded only upon the mutual consent of the parties. Discovery not set forth in this paragraph shall not be permitted. NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE OF PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT O NEUTRAL ARBITRATION. 30) In any litigation, arbitration or other legal proceeding which may arise between any of the parties hereto, including Broker, the prevailing party shall be entitled to recover its costs, including costs of arbitration, and reasonable expert witness and fees, in addition to any other relief to which such party may be entitled. 31) MMCC FINANCING EVALUATION: Intentionally omitted. 32) SUCCESSORS & ASSIGNS: This Agreement and any addenda hereto shall be binding upon and inure to the benefit of the heirs, successors, agents, representatives and assigns of the parties hereto. 33) TIME: Time is of the essence of this Agreement. 34) NOTICES: All notices required or permitted hereunder shall be given to the parties in writing (with a copy to Broker) at their respective email and physical addresses as set forth below. Should the date upon which any act required to be performed by this Agreement fall on a Saturday, Sunday or holiday, the time for performance shall be extended to the next business day. 35) FOREIGN INVESTOR DISCLOSURE: Seller and Buyer agree to execute and deliver any instrument, affidavit or statement, and to perform any act reasonably necessary to carry out the provisions of this Foreign Investment in Real Property Tax Act and regulations promulgated thereunder. Seller represents that Seller is not a foreign person as defined in Section 1445 of the Internal Revenue Code and withholding of any portion of the purchase price is not required under Sections 18662 or 18668 of the California Revenue and Taxation Code. 36) ADDENDA: Any addendum attached hereto and either signed or initialed by the parties shall be deemed a part hereof. This Agreement, including addenda, if any, expresses the entire agreement of the parties and supersedes any and all previous agreements between the parties with regard to the Property. There are no other understandings, oral or written, which in any way alter or enlarge its terms, and there are no warranties or representations of any nature whatsoever, either express or implied, except as set forth herein. Any future modification of this Agreement will be effective only if it is in writing and signed by the party to be charged. 37) ACCEPTANCE AND EFFECTIVE DATE: signature hereon constitutes agreement with the terms of this Agreement for purchase of the Property on the terms and conditions set forth herein. If Seller fails to execute this Agreement and deliver a fully executed copy to Buyer, either in person or at the address shown below, or by facsimile or e-mail with a legitimate confirmation of receipt, on or before June 25, 2025, this Agreement shall be null and void, and neither Seller nor Buyer shall have any further rights or obligations hereunder. Delivery shall be effective upon personal delivery to Buyer if by mail, on the next business day following the date of postmark. of this Agreement shall be the date upon which all parties have fully executed this Agreement,
CA Purch - Sample.docm 7 of 13 INITIALS INITIALS Copyright Marcus & Millichap 2025 and the fully executed Agreement is delivered to the Buyer and Seller. . Buyer and Seller both acknowledge and agree that a facsimilevalid and binding as the original Agreement with an original signature. If Buyer is not an individual but a legal entity, represents that he/she is authorized on behalf of the legal entity to sign this Agreement. 38) OTHER BUYERS: Broker does not represent the Buyer, a municipal corporation who is purchasing the property through negotiated purchase in lieu of exercising its power of eminent domain. Buyer understands that Broker represents other buyers who may have an interest in similar, or the same property that Buyer is considering purchasing. Buyer understands that Broker may represent other prospective buyers in the purchase of any property offered for sale. 39) GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of California. 40) OTHER TERMS AND CONDITIONS: THE PARTIES UNDERSTAND AND ACKNOWLEDGE THAT BROKER IS NOT QUALIFIED TO PROVIDE, AND HAS NOT BEEN CONTRACTED TO PROVIDE, LEGAL, FINANCIAL OR TAX ADVICE, AND THAT ANY SUCH ADVICE MUST BE OBTAINED FROM THE RESPECTIVE ATTORNEY, ACCOUNTANT OR TAX PROFESSIONAL. THE PARTIES AGREE THAT THIS AGREEMENT CAN BE SIGNED IN COUNTERPART WITH THE SAME LEGAL FORCE AND EFFECT AS IF NOT SIGNED IN COUNTERPART. The undersigned Buyer hereby agrees to purchase and Seller hereby agrees to sell the above-described Property for the price and upon the terms and conditions herein stated. BUYER AGREEMENT TO PAY COMMISSION Brokerage Commission. Notwithstanding the fact that Buyer has no legal obligation to pay any broker commission on this transaction, for purposes of negotiating a purchase in lieu of eminent domain, commission in the total amount of Four-Hundred and Eighty-Thousand Dollars ($480,000) in full on the Closing. Date and Buyer shall instruct, and also authorizes Broker to instruct, the Escrow Holder to pay Broker the commission from the proceeds deposited by Buyer for the sale. No other commission is due and owing to Broker by Buyer. The provisions of this paragraph may not be amended or modified without the written consent of Buyer or Broker. Broker accepts and agrees to the foregoing. Broker represents and warrants that Broker is unaware of any incorrect or incomplete information contained in any Natural Hazard Disclosures. This Agreement [SIGNATURES APPEAR ON NEXT PAGE]
CA Purch - Sample.docm 8 of 13 INITIALS INITIALS Copyright Marcus & Millichap 2025 BUYER: City of Glendale, a Municipal CorporationBY: ________________________________ Date: ____________________ Roubik Golanian, City Manager [email protected] 613 E. Broadway, Suite 200 Glendale, CA 91206 (818) 548-4844 WITH COPY TO: Gillian van Muyden, Chief Assistant City Attorney [email protected] 613 E. Broadway, Suite 220 Glendale, CA 91206 (818) 548-2080 SELLER: Aria Investments, LLC, a California limited liability corporation BY: _______________________________ Date: _____________________ Mojtaba Sajjadieh, President [email protected] P.O. Box 973 Montrose, CA 91021 (323) 228-1600 BROKER: MARCUS & MILLICHAP REAL ESTATE INVESTMENT SERVICES, INC. ADDRESS: SIGNATURE: 19800 MacArthur Blvd. Suite 150 BROKER LICENSE NO. 00530854 DATE: TELEPHONE: 9 4 9 - 4 1 9 - 3 2 6 5 Escrow Holder acknowledges receipt of a copy of this Agreement and a deposit amount of Three Hundred and Sixty Thousand dollars ($360,000)), and agrees to act as Escrow Holder subject to Paragraph 3 of this Agreement, any PARTIES UNDERSTAND AND ACKNOWLEDGE THAT BROKER IS NOT QUALIFIED TO PROVIDE, AND HAS NOT BEEN CONTRACTED TO PROVIDE, LEGAL, FINANCIAL OR TAX ADVICE, AND THAT ANY SUCH ADVICE MUST BE ESCROW HOLDER: ESCROW #: BY: DATE: ADDRESS: EMAIL: PHONE: FAX: ESCROW HOLDER IS LICENSED BY: LICENSE #::
CA Purch - Sample.docm 9 of 13 INITIALS INITIALS Copyright Marcus & Millichap 2025 DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP(As required by the Civil Code) (If checked) This form is being provided in connection with a transaction for a leasehold interest exceeding one year as per Civil Code section 2079.13(j), (k), and (l). When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction. AGENT A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations: To the Seller: A Fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. AGENT A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. This includes a agent under a buyer-broker representation agreement with the Buyer. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations: To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent, either acting directly or through one or more salespersons and broker associates, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer, a dual agent may not, without the express permission of the respective party, disclose to the other party confidential information, including, but not limited to, facts relating to either the Buyer's or Seller's financial position, motivations, bargaining position, or other personal information that may impact price, including the Seller's willingness to accept a price less than the listing price or the Buyer's willingness to pay a price greater than the price offered. SELLER AND BUYER RESPONSIBILITIES Either the purchase agreement or a separate document will contain a confirmation of which agent is representing you and whether that agent is representing you exclusively in the transaction or acting as a dual agent. Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. If you are a Buyer, you have the duty to exercise reasonable care to protect yourself, including as to those facts about the property which are known to you or within your diligent attention and observation. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction. This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE SECOND PAGE. BuyerSeller Landlord Tenant Date BuyerSeller Landlord Tenant Date Sheila Alimadadian DRE Lic. # 0126188 Real Estate Broker (Firm) By Marcus & Millichap DRE Lic. # 00530854 Date:
CA Purch - Sample.docm 10 of 13 INITIALS INITIALS Copyright Marcus & Millichap 2025 CIVIL CODE SECTIONS 2079.132079.242079.13. As used in Sections 2079.7 and 2079.14 to 2079.24, inclusive, the following terms have the following meanings: (a) means a person acting under provisions of Title 9 (commencing with Section 2295) in a real property transaction, and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Section 10130) of Part 1 of Division 4 of the Business and Professions Code, and under whose license a listing is executed or an offer to purchase is obtained. The agent in the real property transaction bears responsibility for that agent's salespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate functions. (b) means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering into a property in the state, except (1) single- family residential real property, (2) dwelling units made subject to Chapter 2 (commencing with Section 1940) of Title 5, (3) a mobile home, as defined in Section 798.3, (4) vacant land, or (5) a recreational vehi broker associate, as agent for both the seller and the buyer in a real property ract between a seller of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer, including rendering other services for which a real estate license is required to the seller pursuant to the terms of the agreement. (f) specified in the listing for which the seller is willing to in an offer to purchase for which the buyer is willing to buy the real property. by a buyer acting through a buyer's agent that becomes the contract for the sale of the real property upon acceptance by the seller. (j) means any estate specified by subdivision (1) or (2) of Section 761 in property, and includes (1) single-family residential property, (2) multiunit residential property with more than four dwelling units, (3) commercial real property, (4) vacant land, (5) a ground lease coupled with improvements, or (6) a manufactured home as defined in Section 18007 of the Health and Safety Code, or a mobile home as defined in Section 18008 of the Health and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business and Professions Code. (k) property a transaction for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transaction, and includes a listing or an offer to purchase. (l) refers to a transaction for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transactions for the creation of a real property sales contract within the meaning of Section 2985, and transactions for the creation of a leasehold exceeding one year's duration. (m) means the transferor in a real property transaction and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of 2079.14. A seller's agent and buyer's agent shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified in Section 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Section 2079.15, as follows: (a) The seller's agent, if any, shall provide the disclosure form to the seller prior to entering into the listing agreement. (b) The buyer's agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase. If the offer to purchase is not prepared by the buyer's agent, the buyer's agent shall present the disclosure form to the buyer not later than the next business day after receiving the offer to purchase from the buyer. 2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Section 2079.14, the agent shall set forth, sign, and date a written declaration of the facts of the refusal. 2079.16 Set forth on Page 1 of this form. 2079.17(a) As soon as practicable, the buyer's agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction as the buyer's agent, or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller, the buyer, and the buyer's agent prior to or coincident with execution of that contract by the buyer and the seller, respectively. (b) As soon as practicable, the seller's agent shall disclose to the seller whether the seller's agent is acting in the real property transaction as the seller's agent, or as a dual agent representing both the buyer and seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the seller's agent prior to or coincident with the execution of that contract by the seller. CONFIRMATION: (c) The confirmation required by subdivisions (a) and (b) shall be in the following form: Seller's Brokerage Firm License Number Is the broker of (check one): the seller; or both the buyer and seller. (dual agent) Seller's Agent License Number Is (check one): the Seller's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent) Buyer's Brokerage Firm License Number Is the broker of (check one): the buyer; or both the buyer and seller. (dual agent) Buyer's Agent License Number Is (check one): the Buyer's Agent. (salesperson or broker associate) both the Buyer's and Seller's Agent. (dual agent) (d) The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. An agent's duty to provide disclosure and confirmation of representation in this section may be performed by a real estate salesperson or broker associate affiliated with that broker. 2079.18 (Repealed pursuant to AB-1289) 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21 (a) A dual agent may not, without the express permission of the seller, disclose to the buyer any confidential information obtained from the seller. (b) A dual agent may not, without the express permission of the buyer, disclose to the seller any confidential information obtained from the buyer. (c) means facts relating to the client's financial position, motivations, bargaining position, or other personal information that may impact price, such as the seller is willing to accept a price less than the listing price or the buyer is willing to pay a price greater than the price offered.(d) This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a seller's agent from also being a buyer's agent. If a seller or buyer in a transaction chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent. 2079.23 A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. 2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure.
CA Purch - Sample.docm 11 of 13 INITIALS INITIALS Copyright Marcus & Millichap 2025 NOTICE REGARDING WATER USE EFFICIENCY IMPROVEMENTS As of January 1, 2019, California Civil Code Sections 1101.2. 1101.5 (a) and (e) provide that: On or before January 1, 2019, all noncompliant plumbing fixtures in any multifamily residential real property and in any commercial real property built and available for use on or before January 1, 1994 shall be replaced with water-conserving plumbing fixtures. On and after January 1, 2019, a seller or transferor of multifamily residential real property or of commercial real property built and available for use on or before January 1, 1994 shall disclose to the prospective purchaser or transferee, in writing o The requirements regarding the replacement of noncompliant plumbing fixtures with water-conserving plumbing fixtures; and o Whether the property includes any noncompliant plumbing fixtures. These requirements do not apply to the following according to Civil Code Section 1101.7: Registered historical sites; Real property for which a licensed plumber certifies that, due to the age or configuration of the property or its plumbing, installation of water-conserving plumbing fixtures is not technically feasible; or A building for which water service is permanently disconnected. For purposes of these requirements, the following definitions set forth in Civil Code Section 1101.3 apply: commercial use, including hotels and motels, that is not a single-family residential real property or a multifamily residential real property. residential real means any real property that is improved with, or consisting of, a building containing more than one unit that is intended for human habitation, or any mixed residential-commercial buildings or portions thereof that are intended for human habitation. Multifamily residential real property includes residential hotels but does not include hotels and motels that are not residential hotels. plumbing fi means any of the following: o Any toilet manufactured to use more than 1.6 gallons of water per flush. o Any urinal manufactured to use more than one gallon of water per flush. o Any showerhead manufactured to have a flow capacity of more than 2.5 gallons of water per minute. o Any interior faucet that emits more than 2.2 gallons of water per minute. -family residential real means any real property that is improved with, or consisting of, a building containing not more than one unit that is intended for human habitation. -conserving plumbing means any fixture that is in compliance with current building standards applicable to a newly constructed real property of the same type. or means the sale or transfer of an entire real property estate or the fee interest in that real property estate and does not include the sale or transfer of a partial interest, including a leasehold. The undersigned are advised to review the requirements of Civil Code Sections 1101.1 1101.9. Seller is advised to: (1) disclose in writing any non-compliant plumbing fixtures; and (2) seek advice from the appropriate plumbing and legal professionals regarding the requirements identified in this Notice. (SELLER TO INITIAL ONE BELOW): 1. Seller hereby discloses that the Property includes noncompliant plumbing fixtures. 2. Seller hereby discloses that the Property does not include noncompliant plumbing fixtures. INITIALS Buyer is advised to: (1) seek advice from the appropriate plumbing and legal professionals regarding the requirements identified in this Notice; and (2) ensure Buyer has received and is satisfied with disclosures prior to removal of any contingencies. The undersigned acknowledge they have received and reviewed this Water Use Efficiency Improvements Notice. Seller: Aria Investments, LLC, Buyer: City of Glendale, a Municipal Corporation Name: Mojtaba Sajjadieh, President Name: Roubik Golanian, City Manager Date: Date: PROPERTY ADDRESS: 1000 South Central Avenue, Glendale, CA 91204
CA Purch - Sample.docm 12 of 13 INITIALS INITIALS Copyright Marcus & Millichap 2025 EXHIBIT A Legal Description APN/Parcel ID(s): 5641-018-017 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: LOTS 2, 3, 4, 5 AND A AND B OF TRACT NO. 1066, IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS DESIGNATED ON THE MAP RECORDED IN BOOK 17 PAGE 74 OF MAPS, IN THE OFFICE OF THE RECORDER OF THE COUNTY OF LOS ANGELES, TOGETHER WITH THAT PORTION OF LOT 28 OF WATT'S SUBDIVISION, AS DESIGNATED IN THE MAP RECORDED IN BOOK 5 PAGES 200 AND 201 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE RECORDER OF THE COUNTY OF LOS ANGELES, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SUCH LOT 5 OF TRACT NO. 1066; THENCE SOUTH 89° 51' 30" WEST A DISTANCE OF 227.25 FEET; THENCE NORTH 0° 09' 30" WEST A DISTANCE OF 217 FEET; THENCE SOUTH 89° 51' 30" WEST A DISTANCE OF 10 FEET; THENCE NORTH 0° 09' 30" WEST A DISTANCE OF 85.90 FEET; THENCE NORTH 89° 51' 30" EAST A DISTANCE OF 237.25 FEET TO THE NORTHWESTERLY CORNER OF SUCH LOT 2; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF LOT 2 AND LOT 5 A DISTANCE OF 302.90 FEET TO THE POINT OF BEGINNING.
CA Purch - Sample.docm 13 of 13 INITIALS INITIALS Copyright Marcus & Millichap 2025 - SITE PLAN