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HomeMy WebLinkAbout96-19 RDA Resolution RESOLUTION NO. RDA 96-19 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMIECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PURCHASE AND SALE AG AND JOINT ESCROW INSTRUCTTONS" FOR ACQUISITION OF CERTAIN REAL PROPERTIES LOCATED AT 28485-28497 PUJOL STREET AND 28595- 28565 PUJOL STREET IN THE CITY OF TEMIECULA THE REDEVELOP AGENCY OF Tl[iE CITY OF TEMEECULA DOES RESOLVE AS FOLLOWS: Section 1. The Redevelopment Agency does hereby find, determine and declare that: a. The Agency is currently implementing the Redevelopment Plan for RedevelopmentProject No. 1--1988, originally approved by the Board of Supervisors of Riverside County on July 12, 1988 prior to the incorporation of the City and subsequently approved and transferred to the Redevelopment Agency of the City of Temecula on April 9, 1991 (the "Plan"). b. The Agency has established a Low and Moderate Income Housing Fund pursuant to the provisions of Health and Safety Code Section 33433 for the purposes of increasing, improving and preserving the supply of low and moderate income housing within the Project Area and the City. C. The Agency proposes to purchase the properties described in the attached "Purchase and Sale Agreement and Joint Escrow Instructions" for acquisition of certain real properties located at 28485-28497 Pujol Street and 28559- 28565 Pujol Street in the City of Temecula ("Property") for the purposes of increasing, improving and preserving the supply of low and moderate income housing within the Project Area and the City as the properties are zoned for multi-family residential housing and are located in an area already developed with multi-family housing. d. The acquisition of the Properties for low and moderate income housing purposes is consistent with the Redevelopment Plan and with the Implementation Plan adopted by the Agency. Additionally, acquisition of the Properties and the improvement and preservation of low and moderate income housing thereon will assist in the elimination of blight in the Project Area. Resos.rda\96-19 e. The acquisition of the Properties and the units thereon is exempt from the provisions of the California Environmental Quality Act pursuant to 14 Cal. Admin. Code 15326. Moreover, the EIR approving the Plan addressed the impacts of housing development in the area of the Properties. Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby approves that certain agreement entitled "Purchase and Sale Agreement and Joint Escrow Instructions' for acquisition of certain real properties located at 28485-28497 Pujol Street and 28559- 28565 Pujol Street in the City of Temecula and authorizes the Chairperson to execute the Agreement in substantially the form attached hereto as Exhibit A. Section 3. The Secretary shall certify the adoption of this Resolution. PASSED, APPROVED AND ADOPTED by the Redevelopment Agency of the City of Temecula on October 8, 1996. Patricia H. Birdsall, Chairperson ATTEST: Ju@. Greek, CMC, City Clerk/Agency Secretary [SEAL] Resos.rda\96-19 2 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ss CITY OF TEMECULA 1, June S. Greek, City Clerk/Secretary of the Redevelopment Agency of the City of Temecula, do hereby certify that the Resolution No. RDA 96-19 was duly and regularly adopted by the Redevelopment Agency of the City of Temecula at a regular meeting thereof, held on October 8, 1996, by the following vote, to wit: AYES: 4 AGENCY MEMBERS: Birdsall, Ford, Roberts, Lindemans NOES: 0 AGENCY MEMBERS: None ABSENT: 0 AGENCY MEMBERS: None ABSTAIN: 1 AGENCY MEMBERS: Stone June- Greek, CMC, City Clerk/Agency Resos.rda\96-19 3 EXHIBIT "A" PURCHASE AND SAL~ AGI~'.k'%fi~IVT AND $OINT ESCROW INSTRUCTIONS Tills PURCHASE AND SAI~E AGP~-'MENT (thi~ **,bmw'm~*) is entered into between Seller and Purchaser. - PA~T! Part II of this Agreement, including the Exhibits and Addenda, makes r~ference to the following items that must be completed or noted as 'Not Applicable' prior to execution of this Agreement. All Addcoda and Exhibits checked on the signamr~ page are part of this Agreement. 1. The "S~.ll~" iS Fetternl T'ie~it ln~nmne~ ~..nrp~mtinn n~ Rve~=iw.r fnr Amerienn ~nmm~.rC~ Narinnni Rnnk 2. The "!:hlrehn~=r" is City nf T~.m~enla Rt~t~,v~.iopme. nt Ag~ne.y. 3. The "R~nl Pml~rty" iS located at ?g4RS-?g497 P~jnl Strt~t and ?R~;Sq-?R565 Pnjnl .gtr~n-t Teme~',da ~..A arid is more fully described in ]=,hihit 'A' and Section I of Part II. 4. The "l~h,~n. hn-,~ Prir~'" i~ One Millinn Two I-hmttre4 Fifty-fo.r Thnnnnnd AND 00/100 DOLLARS ($ 1 ,?54,fYI0 ). The '!::ameer Money" is an amount equal to five percent (5%) of the Purchase Price, that amount being calculated as $ 6~;700, and payable in accordance with the provisions of Section 2 of Part II. 6. The "D,e Diligence Pericrl' shall mean the period commentrag with the Effective Date and termmating ten ( l0 ) days thereafter. PURCIIASER EXPRESSLY ACKNOWLEDGES, UNDERSTANDS AND AGREES TItAT PURCHASER'S FAILURE TO PROVIDE SELLER WITH wRrrTEN NOTICE WITHIN THE DUE DILIGENCE PERIOD OF ANY OBJECTION TO ANY MATTER CONCERNING ~ PROPERTY OTHER THAN GENERAL MATTERS OF TITLE AS SET FORTH IN SECTION 4 HEREOF, SHALL BE DE!rM]~ PURCHASER'S APPROVAL OF AIJ. SUCH MATTERS. PURCHASER'S INITIAI~ o 7. The "Rrnker" is N/A_ 8. The "lthlreha':er's Sales Agent" is N/A 9. The "Title Cnmpany", which issued the Commitment for Title Insurance dated September 20 1995, is Fir~! Amer'icnn Title Insnr-ance Campany and September ?fi, 1905, ig Continental I awyerq Title Company. 10. The "~.ffoctive Date" is , which is the date upon which this Agreement is executed by the Seller, as erodeneed by the mmicion of such date below the Seller's signature. 11. The "('Insing Date" is 30 dayq nr qnoner 12. For purposes of notice, as provided in Section 7 of Pan 1I, the addresses of the partie~ shall be as follows: If to Seller, to: l:etleml I3et'~it ln.qnmne~, Corpnratinn n~ Re~-iver l, Amerienn I'%mmert'~ NTnfinnnl Rank If to Purchaser, to: P. O. Box 7549 Mail Stop #: $-624A-60 Newport Beach, CA 92658-7549 Arm: Sue l=edudra Telephone No.: 714-2t71-77~4 City nf Temeenla Revtevelnpment Agency P ('} Rox 00'¥t Tem~t'ula~ CA O?'~g0-O0Rg County of Attention: Craig Ruiz Telephone No.: OOO ti04- F:aj No 00c} 604- With copy to: Peter Thnr~nn RICI-I'ARD.q, WAT,qON, A, GF. RSI-I'ON Thirty-l::.i~hth Floor ~3 South l-lope .qtreet lnq An~leq, CA 13. The "State" i~ California 14. residence. Buyer does N/A does not NI/A intend to occupy the Prol~erty as his/her 15. Title to the Property shall be vested in Purchaser as follows: Cirv nf Temeenla Redevelopment Agency 16. The "f"ln~ing Agent" i~ Firqt Americ-~n Title Inqnrance C'nrnpany 17. The "C. Inqing I neatinn" is 200 1:. Sandpointe. Suite IqO0, Santa Ann CA 92707 575-'~633 ext 770? Attention- Patty Rrnwn 18. Additinnal l')i~lnqnreq. In addition to those items disclosed in the due diligence materials provided to Purchaser, including, without limitation, a preliminary title report, an environmental assessment report, a survey, service contracts, and building lease(s), if any, Seller discloses the following defects, or other material information, regarding the Property: 19. Additional Prnviqinnq PART II WITN'~g ~ £TF/: In consideration of the mutual covenants and agreements set forth herein, the parties hereto hereby agree as follows: Section 1. ~ni~ and l~rehne~. Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller for the Purchase Price and on and subject to the terms and conditions in this Agreement all of Se!!er's interest in the following: (a) that certain tract or parcel of land described in gYMhit 'A' attached hereto and incorporated heroin for all purposes, together with all rights and appurtenances pertaining thereto, including, but not limited to, any right, title and intomat of Seller in and to adjacent streets, alleys or rights-of-way (the '1 and"), (b) all buildings and other improvements sit, mtn'i on the Land, together with all fixtures and other property attached thereto (collectively called the 'lmpmve. ment~"), arid (c) any equipment, machinery, building materials, fiantishings, furniture and other personalty (the "Per~,nnalty'), now or hereafter located on or about the Land and the Improvements. The Land, the Improvements and the Personcity are collectively called the 'Property'. Only that Personcity which is owned by SeLler and on the Property at the time of Closing will be conveyed. Section 2. l~rchago Price; Farn~ Mono. y. (a) The P,rehase Pfc~ is the amount for which SeLler agrees to sell and convey the Property to Purchaser, and which Purchaser agrees to pay to Seller, subject to the terms hereof. Co) On the Effective Date, Purchaser shall deliver or cause to be delivered to the Closing Agent Fnme~t Mone. y. If the Purchaser is seeking financing from another source than Seller ("Third Party Financing") the Earnest Money will not be refunded if Purchaser is unable to obtain such Third Party Financing. (c) All sums to be paid by Purchaser in tiffs Agreement (other than monthly payments for SeLlefts financing, if any, after Closing), shall be paid in United States currency by cash, wired funds, cashier's check or otherwise immediately available funds. Section 3. rhw Diligence Perind. (a) If Purchaser objects to any matter concerning the condition of the Property other than the Permitted Exceptions in Sect/on 4, Purchaser's objection shall be made in writing and delivered to Seller during the Due Diligence Period. Seller shall have ten (10) calendar days following receipt of Purchaser's written objection to elect not to cure the objection or to commence to cure the objection. If Seller elects not to cure the object/on during the ten (10) day period or is unable thereafter to complete the cure of an objection, Seller shall so notify Purchaser in writing. Within seven (7) calendar days of the date of Seller's notification, Purchaser shall elect either to waive its objection or to terminate this Agreement. Upon termination all funds and documents, except funds constituting Purchaser's share of expenses as shall then be due, shall be returned by the Closing Agent to the party or parties depositing the same with Closing Agent, and neither party shall have any 1/ability or obligation to the other, nor shall Purchaser have any right of action concerning either title to or possession of the Property; provided, however, that any and all agreements of indemnity and/or to hold harmless contained in t. his Agreement shall survive such termination. (b) In the event that termination of this Agreement shall not have occurred, then, upon the expiration of the Diligence Period, as extended, as necessary, by any cure and waiver periods provided in Section 3(a) of Part II, the Earnest Money shall be released to Seller and Purc. haser's obligation to purcha.~ the Property on or before the Closing Date shall become unconditional except for Selier's duty to de. liver title to and possession of the Property in the condition which Purchaser has approved or is deemed to have approved. Notwithstandin. anything to the contrary contained within this Agreement, however, SeUer's obligation to sell th~ Property is expressly subject to and con,agent upon the meeting by Purchaser of all of its obligations hereunder. Section 4. Titl~ C. nmmitment. (a) Prior to or concurrent with Purchaser's execution of this Agreement Purchaser has received and reviewed a commitment for Title Insurance (the "Commitment") covering the Property and binding the Title Company to issue to Purchaser at Closing a C.L.T.A. Standard Form Owner's Policy of Tifie Insurance (the "Title Policy") in the amount of the Purchase Price, with such Commitment setting forth the status of the title of the Property and showing all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions and any other matters of record affecting the Property. Seller, in its sole discretion, may require Purchaser to obtain a survey at Purchaser's sole cost fulfilling the Survey Requirements, if any. (b) The sale of the Property is contingent upon Seller having the ability to transfer marketable fee title subject to the matters set forth in the Commitment (including, without limitation, all matters set forth in the exceptions schedule of the Commitment, the resolution of which is not required (i) to establish the correct identity or authority of SeLler or (ii) as a condition to the issuance of a title policy), all of which shall be included within the term "Perrnirt~cl P. xc~,ptinnq" as used herein. (c) Purchaser hereby accepts the matters set forth in the exceptions schedule of the Commitment, (except set forth in 4Co) of Pan II above) as Permitted Exceptions. (d) Exceptions to title first appearing of record after the date of the Commitment F. xc~fnn~") shall also consuture Permit-ted Exceptions unless Purchaser reasonably objects to such New Exceptions within five (5) days after receipt of notice of any such New Exception. If the Purchaser fails to notify the Seller in writing of such objections within the five (5) day period, any objection will be deemed to have been waived. If Purchaser reasonably objects to any New Exception, Seller may exercis~ reasonable efforts to cure such objection prior to Closing or may provide Purchaser an endorsement to the Title Policy, at Seller's expense, insuring against such New Exception. Objections to New Exceptions shall be deemed unreasonable if the New Exception does not substantially or adversely affect title to the Property or the Purchaser's proposed operation, use or development of the Property. If Seller is unable or unwLLking to cure or provide insurance over any New Exception to which Purchaser reasonably objects, Purchaser shall release all claims and interest in the Property, and Purchaser and Seller shall each be released of all further liability hereunder, except for Purchaser's obligations under Section 14 of Part of this Agreement. Section 5. Repr~entatinns and Warrnnti~(~; !')i.e. elaimer; Waiver of Claims. (a) Purchaser represents and warrants to Seller as follows: (1) If Purchaser executes this Agreement as a corporation, Purchaser and each of the persons executing this Agreement on behalf of Purchaser represent and warrant that (i) Purchaser is a duly organized and existing corporation in good standing; (ii) Purchaser is qualified to do business in the State and its state of incorporation (if different); ('tii) Purchaser has full right and authority to enter into this Agreement and to consummate the transaction contemplated herein; (iv) each of the persons executing tiffs Agreement ( behalf of Purchaser is authorized to do so; and (v) this Agreement constitutes a valid an,. legally binding obligation of Purchaser, enforceable in accordance with its terms. (2) If Purchaser executes this Agreement as a partnership or joint venture, Purchaser and each of the persons executing this Agreement on behalf of Purchaser represent and warrant that (i) Purchaser is a duly organized and existing parmership or joint venture; ('fi) Purchaser is qualifts! to do business in the State and the state of its formation (if different); ('tii) Purchas~ has full right and authority to enter into this Agreement and to consummate the transaction contemplated herein; (iv) each of the persons executing this Agreement on behalf of Purchaser is authorized to do so; and (v) this Agreement constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its tea-ms. (3) If Purchaser executes this Agreement as a corporation, parmership or joint venture, Purchaser, as soon as possible and in no event later than seven (7) days after the Effective Date, shall deliver to Seller such dooamentation as Seller may reasonably require to evidence the matters set forth in either Sections 5(a)(1) or (2) of Part II above, including, without limitation, corporate or parmership resolutions authorizing the transaction contemplated herein. (4) There are no material legal or ad 'mufistrafive p _roee_~i___ings pending or, to the best of Purchaser's knowledge, threatened against or affecting Purchaser. (5) Purchaser is not aware of any employee of FDIC or Resolution Trust Corporation ('RTC') or any 'family member' of any FDIC or RTC employee who has any interest, direct or indirect, in the acquisition of the Property pursuant to this Agreement (the 'Transaction'). For purposes of this Agreement, 'family member' of an FDIC or RTC employee shall mean the employee's spouse or dependent child or any member of the employee's immediate household. tharchas~ agrees to execute an Affidavit of Disclosure in the form attached as F~ehihit 'r)' and provide it to Seller on or before the Effective Date. INITIALS OF PURCHASER (6) Purchaser is not a person prohibited from purchasing assets under 12 U.S.C. Section 1821(p). The Purchaser also warrants and represents to FDIC that except as otherwise disclosed to FDIC in writing and attached hereto: (a) Neither Purchaser, if an individual, nor any director, if a corporation, nor any officer or employee participating or expected to participate in any manner in the Transaction prior to its consummation CParticipatmg Person') is a former employee of FDIC, the Federal Savings and Loan Insurance Corporation ('FSLIC'), the Federal Home Loan Bank Board ('FHLBB'). Co) Neither Purchaser nor any director of Potential Purchaser, if a corporation, nor any Participating Person has any obligation owed to FDIC that is not performing as agreed or from which such person has been released (if such release involved the forgiveness of indebtedness). (c) Purchaser is not aware of (i) any debtor of FDIC whose obligations are not performing as agreed or (ii) any debtor of FDIC who was released from Us or her obligations (if such release involved the forgiveness of indebtedness) who has any interest, direct or indirect, int he acquisition of assets through the Transaction. (d) Purchaser is not aware of any former director or officer of a failed insured depository institution who is the subject of an outstanding judgment or restitution order held by FDIC, with which such director or officer is not in compliance, who has any interest, direct or indirect, in the acquisition of -.qsets through the Transaction. Purchaser agrees to execute an Affidavit of Dis;zlosure in the form attached as Exhibit "13' and provide it to Seller on or before the Effective Date. INITIALS OF PURCI-IASER (7) In addition to the acts and deeds recited herein and contemplated to be performed, executed and delivered by Purchaser, Purchaser shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after ~ Closing, any and all further acts, d__~_s and aSstLr~qces as Seller, Closing Agent or tL Title Company may reasonably require to-consummate the transaction contemplated herein. (b) SELL£R AND PURCHASER ACKNOWI.F. DGE AND AGREE THAT SE~J.k'R ACQUIRED ~ PROPERTY AS A RECEIVER, OR PURSUANT TO A TRANSFER FROM FSLIC/FDIC AS RECEIVER, OR IN ITS CORPORATE CAPACITY, OR THE GENERAL PARTNER OF SF.I.I.F.R Vg'HICH IS A SUBSIDIARY CORPORATION OF A FAH.ED SAVINGS AND LOAN ASSOCIATION WHICH WAS PLACED IN RECEIVERSHIP AND THeE PROPERTY IS BEING SOLD IN FURTHERANCE OF THE SAVINGS AND LOAN RECEIVERS1TI'P PROCESS AND THE FDIC IS RECEIVER OF THE PARE, NT SAVINGS AND LOAN ASSOCIATION AND CONSEQUENTLY SFI.I.k'TR HAS LITFL,E, IF ANY, KNOWI.k'T}GE OF TH'F~ PHYSICAL OR ECONOMIC CHARA~TICS OF THE PROPERTY. ACCORDINGLY, EXCEPT AS OTHERWISE SPECIFICALLY STATED IN THLR AGRF. F~MENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR ~, OF, AS TO, OR CONCERNING 6) THE NATURE AND CONDITION OF ~ PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, AND THE SUITABII.1TY THF. REOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITW. q AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON, AND THE EXISTENCE OF ANY ENVIRONMF_,NTAL HAZARDS OR CONDITIONS THEREON (INCLUDING THE PRESENCE OF ASBESTOS) OR COMPLIANCE WITH ALL APPLICABLE LAWS, RULES OR REGULATIONS; (ii) EXCEPT FOR ANY WARRANTW-q CONTAINED IN TH'F~ DEED TO BE DELIVERE' BY Sv.I.I.IL~R. AT CLOSING, THE NATURE AND EXTENT OF ANY RIGHT-OF-WA~ LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHERWISE; AND (ih') TKE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GO~NM]~CY OR OTHER BODY. PURCHASER ACKNOW~k-:DGES THAT IT WILL INSPECT THE PROPERTY AND PURCHASER WILL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. PURCHASER FLIRTHER ACKNOWLEDGES THAT TH'F~ INFORMATION PROVIDED AND TO BE PROVIDED WITH'RF-qPECT TO TH~ PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND SELLER (i) HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION; AND (h') DOES NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE SALE OF ~ PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS' BASIS, AND PURCHASER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGRF. EM]~NTS OF Sk-71.I.k-PR HEREIN, EXCEPT AS OTtIERWISE SPF_.CIFIF. D IqF~REIN, SKI.I.I~R IViAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLr!~D, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LINtITEl) TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN IZF-qPECT OF THE PROPERTY. FUR'I'HF~R, THE PURCHASER EXPRESSLY WAIVF~ ANY RIGHTS OF DISCLOSUR~ IT MAY HAVE AGAINST THE Sk'~.I.F31, AND IZFI.FASES THE SFJJ.KR FROM ANY OBLIGATION IT ,MAY HAVE TO DISCLOSE MATERIAL DEFECTS OR OTHER INFORMATION UNLESS OTHERWISE SPECII~F~D IN THIS AGREEMENT. (c) Purchaser agrees that Seller shall not be responsible or liable to Purchaser for an~ construction defect, errors, omissions, the presence of "Fnvirnnmentally lqa?nrctnu~ Materials" (as deftned below), or any other conditions affecting the presence of "]:.nvirnnmenmlly lqn?nrdo~ Materials", (herein so called, which term shall include, without limitation, friable asbestos, hazardous waste, any petroleum-based products and/or any property, fixtures or equipment containing polychlormated biphenyls) or any other conditions affecting the Property as Purchaser iz purchasing the Property AS-IS, WI-IERE-IS, and WITH ,~LL FAULTS. Purchaser or anyone claiming by, through or under Purchaser, hereby fully releases Seller, its employees, officers, directors, representatives, shareholders and agents from any and all claims that it may now have or hereafter acquire against Seller, its employees, officers, directors, representatives, shareholders and agents for any cost, los~, liability, damage, expense, demand, action or cause of action arising from or related to any construction defectz, errors, omitions, the presence of environmentally hazardous material{, or any other conditions affecting the Property. Purchaser further acknowledges and agre~ that ~ release shall be given full force and effect according to each of its expressed terms and provisions, including, but not limited to, those relating to unknown and suspected claims, damages and causes of action. As a material covenant and condition of this Agreement, Purchaser agrees thai in the event of any such consu'ucfion defects, errors, omissions, the presence of Environmentally Ha~,ardous Materials, or any other conditions affecting the Property, Purchaser shall look solely to Seller's predecessors or to such contractors and consultants as may have contracted for work in connection with the Property for any redress or relief. Purchaser hereby releazes Seller of all rights, express or implied, Purchaser may have against Seller arising out of or resulting from any construction defects, errors, omissions or the presence of Environmentally Hazardous Materials on or in the Property. ?urchaser indemnifies and holds Seller harmless from and agaln~ any liabilities, claims, demands or actions incident to, resulting from or in any way arising out of such construction defects, errors, omissions, or the presence of Environmentally Hazardous Materials on or in the Property. Purchaser further understands that some of Seller's predecessors in interest may have fried petitions under the bankruptcy code and Purchaser may have no remedy against such predecessors, contractors or consultants. This waiver and relea.~e of claims shall survive Closing. (d) For the purposes of this Agreement, haTa,'dous materials shall mean "Any substance, product, waste or other material of any nature whatsoever which (i) is or becomes listed, regulated, or addressed pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, e-t-~:t. ("CERCLA"); the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, eS_seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et ~. ("RCRA"); the Toxic Substances Control Act, 15 U.S.C. Section 2601, ea_.xeq.; the Clear Water Act, 33 U.S.C. Section 1251, ea_seq.; the California Ha?ardous Waste Control Act, Health and Safety Code Section 25100, ea_seq.; the California Hazardous Substance Account Act, Health and Safety Code Section 25249.5, California Health and Safety Code Section 25280, es_seq.; (Underground Storage of t-laTardous Substances; the California Hazardous Waste Management Act, Health and Safety Code Section 25170.1, eL.seq.; California Health and Safety Code Section 2550, e_t_seq.; (Ha:,ardous Materials Release Response Plans and Inventory); or the California Porter-Cologne Water Quality Control Act, Water Code Section 13000, et ~'I.; all as amended, or any other federal, state or local statute, law, ordinance, resolution, code, rule, regulations, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any ba?ardous, toxic or dangerous waste, substance or material, as now if effect, (ii) petroleum or crude oil other than petroleum products which are contained within regularly operated motor vehicles, and (iii) asbestos. (e) The release contained in this Part II, Section 5 is intended as a full and complete release and discharge of any and all claims between the parties with respect to any construction defects, errors, omissions, the presence of Environmentally Hazardous Materials, or any other conditions affecting the Property, whether the same or any circumstances pertaining thereto, are now known or unknown to the parries or anyone else, or have already appeared or developed or may now be latent, or may in the future appear or develop or become known to the parties or to anyone else, and all n~: :s under Section 1542 of the Civil Code of the State of Califorma are hereby expressly waiveti. The undersigned understands that said Section 1542 of the Civil Code provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIlVIE OF ~G THE ]~F~T,FASE, W~ICH, ~ KNOWN BY HI.I, MUST HAVE ~'VL~,.TERL~T.T~Y ~ ~ S~'V't'LE.~ff, NT WITH THE DEBTOR. Section 6. (a) The Closing of the sale of the Properry by Seller to Purchaser ('~_ln~i,~') $ha' occur on or before the Closing Date. The Closing Date may be extended in the sole discretio, of Seller. All extension requests are evaluated by the Seller on a case-by-case basis and may be accorded if Purchaser has shown good faith in a~mpting to close by the scheduled date. This Agreement shall not be conditioned upon the Seller granting any extension. The Closing shall occur at the Closing Location or in such other place as Seller designates, at Seller's option. Co) At the Closing, the following shall occur: (1) Seller shall deliver or cause to be delivered to Purchaser the following: (i) Evidence satisfactory to the Title Company that the person or persons execudng this Agreement and the closing documents on behalf of Seller have full right, power and authority to do so. (ii) A Quitclaim D_~tl__ (the 'Dt,~zt') executed and acknowledged by Seller and conveying the Property to Purchaser. ('tii) The Title Policy, issued in the full amount of the Purchase Price (premium cost allocated as provided hereinbelow), insuring fee simple indefeasible title to the Property in Purchaser, subject only to the Permitted Exceptions, including, without limitation, the standard printed exceptions contained therein; provided however: (a) The standard exception as to restrictive covenants shall be deleted in its entirety (unless recorded restrictive covenants are specified ~ or deemed to be Pertained Exceptions, in which event the recordin~ information thereof shall be listed under such exception). 0a) The standard exception as to taxes shall be limited to the current year and subsequent years not yet due and payable and subsequent ac.e, sessments for prior years due to change in land usage or ownership, and (c) The standard exception as to rights of parties in possession shall be limited to rights of tenants in possession as ter~ants under any presently effective unrecorded and recorded leases; provided further, however, delivery of the Title Policy may be delayed in order to allow the Title Company to insert recording information as to documents recited therein which must be recorded at Closing. (iv) A Non-Foreign Affidavit stating, under penalty of perjury, that Seller is not a 'foreign person" within the meaning of Sections 1445(0(3) and 7701(a)(30) of the Internal Revenue Code of 1986, as amended. (2) Purchaser shall deliver or cause to be delivered to Closing Agent the balance of the Purchase Price, due credit being given for the Earnest Money (including interest, if any, earned thereon) and any deposits, fees or the LLke retained by Seller, together with such additional funds as may be necessary to cover Purchaser's share of the closing costs and prorations hereunder. (3) Seller and Purchaser shall cause to be delivered to the Closing Agent such other documents as may be reasonably n~essary and appropriate to complete the Closing of the lamasaction contemplated herein. (4) Seller's certification m the effect that it is not subject to withholding under California Revenue and Taxation Code Section 18805(d). (5) Seller's and Puxchn~r__'s written e~'row instructions to Close in accordance with the terms of this Agreement. (c) All normal and customarily pro rotable items, including, without limitation, collected rents and other expenses and fees, and payments relating to the Service Contracts as defined in the Addendum (Income Producing Property) ff applicable, which are defined as at[ contract agreements in force on the Closing Date relating to the ownership, operations, maintenance and use of the Property, together with all rights and obligations arising therefrom, which survive Closing, shall be prora_tM as of the Closing Date. Seller being chargeel and credited for all of the same to such date and Pun:haser being charged and credited for all of the same on or after such date. All ad valorem real e.vtate taxes and assessments levied or assessed against the Property shall be prorated according to the calendar year as of the Closing Date, based on the most recent tax bill for the Property. All prorations at the time of Closing are considered final. Regarding utility deposits Purchaser must replace bonds provided by Seller (if any) or pay the cost of any cash deposit at or prior to the Close of E.sc~w. The provisions of this Section shall survive Closing. (d) In the event the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., Nroll-back' taxes) based upon the change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and to indemnify and save Seller harmless from and against all claims and liability for such taxes. Such indemnity shall survive Closing and not be merged therein. If a tax appeal or contest is pending as of the Closing Date, any savings resulting from the time period before the Closing Date shall be paid to Seller. Current year tax savings, when received, will be prorated according to the period of time during the current tax year when the Property was tired in the respective names of Seller and Purchaser. For the current year, costs of the appeal or contest, including attorneys' fees, will be prorated between Seller and Purchaser in the same proportion as they would share in the tax savings, if any. (e) Upon completion of the Closing, Seller shall deliver to Purchaser possession of the Property free and clear of all tenancies of every kind and parties in possession, except for tenants entitled to possession under the Leases local ordinances or state law, and except for the Service Contracts, with the Property in the same condition as of the date hereof, normal wear and tear excepted. Purchaser hereby agrees to defend (with counsel acceptable to Seller), indemnify and hold Seller harmless from and against all claims, demands and actions by tenants including eviction proceedings, under the Leases local ordinances or state law, or by vendors, suppliers and tradespeople providing goods and services to the Property, for the period after'Closing. Such indemnity shall survive Closing and not be merged therein. (f) (I) Purchaser shall pay for the cost of: (i) recording the Deed, and all other recording costs; (ii) any financing obtained by Purchaser in connection with its purchase of the Property pursuant hereto; (iii) services incurred by Purchaser in performing any feasibility study and related tests and investigations; (iv) all licenses, permits and authorizations n~essary to operate the Property; and (v) to the extent of one-haft (1/2) of said cost, any escrow or closing feet. (vi) any documentary stump taxes, deed taxes, transfer taxes, intangible taxes, mortgage taxes or other similar taxes, bonds, fees or assessments, (2) Seller shall pay for the cost of: (3) (i) preparing the Deed; (ii) the Commitment; ('tii) the Tide Policy; and (iv) to the ex,~mt of one-half (1/2) of said cost of any escrow or closing fe~. Each party shall pay its own attorney's fees. (g) The Closing Agent shall Close on or before the Closing Date (i) when and if it has received all of the items to be deposited by Seller and Purchaser, and (ii) it is prepared to issue Purchaser's Tide Policy in the condition required pursuant to the terms of this Agreement. The closing Agent shall Close pursuant to Seller's closing insauctions letter, which includes insauctions to close by: (I) Recording the Deed and if the Seller is providing financing, the following: (i) Deed of Trust; (ii) Assignment of Leases and Cash Collateral; and ('tii) UCC-1 Financing Statements; (2) Issuing the Tide Policy to Purchaser and if Seller is providing financing, issuing the ALTA Lender's Policy to Seller; (3) Delivering to Seller the Seller's Funds after deducting Sellefts share of closing costs and adjusting for prorations; (4) Delivering to Purchaser, Seller's certification that it is not a "foreign person', if available; (5) Delivering to Purchaser the items deposited into Escrow by Seller for Delivery to Purchaser, and (6) Delivering to Seller the items deposited into Escrow by Purchaser for Delivery to seller. Section 7. Nntie~, Any notice provided or required to be given under this Agreement must be in writing and shall be served (and shall be deemed to have been served) (i) by depositing same in the United Status mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested; (ii) by delivering the same to such party or agent of such party, in person or by commercial courier; or (iii) by facsimile or by depositing the same into the custody of a nationally recognized overnight delivery service such as Federal Express Corporation, Airborne Express, Emery or Purolator, addressed to the party to be notified. The parties' addresses are provided in Part I. From time to time either party may designate another address for all purposes of this Agreement by giving the other party no less than ten (10) days advance notice of such change of address in accordance with the provisions hereof. Section 8. Cnmmiisinns. In the event, but only in the event, the transaction described in this Agreement closes in accordance with the terms of this Agreement or any extension hereof (including without limitation any deadlines for closing), Seller agrees to pay, if applicable, subject to the terms hereof, and in accordance with the terms of a separate agreement between Seller and Broker, a brokerage commission (the "Commission"). The Commission shall be payable at Closing only ffand when the transaction contemplated by this Agreement actually closes and then only as and when Seller _receives the Purchase Price. No Commission shall be paid if the transaction contemplated by this Agreement is not completely closed in accordance with the terms hereof. Broker may agree to divide commissions with any other licensed real estate broker or salesman, but Seller shall be fully protected in paying the entire Commission to Broker and Seller shall have no obligation to any such other broker or salesman. Purchaser represents and warrants to the Seller that, except as set forth above with respect to Broker, and as provided in Purchaser's sepazate agreement with Purchaser's Sales Agent, if any, no real estate broker or agent has been authorized to act on Purchaser's behalf and hereby indemnifies Seller and holds Seller harmless from any and all demands and claims which now have or hereafter may be ~ against Seller as to brokerage fees, commissions or similar types of compensation with respect to the Property from Purchaser's Sales Agent or brokers engaged by Purcba?r and from all expenses and costs in handling or defending such demands or claims. Purchaser acknowledges that at the time of execution of this Agreement, Broker advised Purchaser by this writing that Purchaser should have the abstract, if any, covering the Property examined by an attorney of Purchaser's own selection or that Purchaser should be furnished with or obtain a policy of title insurance. Section 9. A~ignm~,nt. This Agreement may not be assigned by Purchaser without the written consent of Seller, which consent maybe withheld for any reason in Seller's sole discretion. Section 10. Gnvprning law; Time in nf the F.a~nee. The consta'uction, interpretation and performance of this Agreement shall be governed by the laws of the United States of America, and to the extent that state law would apply under applicable federal law, the laws of the state where the property is located. Time is of the essence in the performance of each party's obligatfions hereunder. Section 11. Remedi~. (a) IF PURCHASER REFUSES OR FAN-R TO CONSUMMATE TIlE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT FOR ANY REASON OTIKER THAN BREACH BY SELLER OF ITS AGREEMENTS HEREUNDER, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL HAVE THE RIGHT TO TERMINATE THIS AGR~:.F. MENT BY GIVING PURCHASER AND THE TITLE COMPANY WRITTEN NOTICE TIffEREOF, IN WHICH EVENT NEITHER PARTY HERETO SHAH. HAVE ANY FURTHER RIGHTS, DUTIES OR OBLIGATIONS HEREUNDER AND SELLER SHALI~ BE EN'ITI'LED TO DEMAND AS LIQUIDATED DAMAGES (SELLER AND PURCHASER HEREBY ACKNOW~_EDGING THAT TIKE AMOUNT OF DAMAGES RESULTING FROM A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR I]VfPOSSIBLE TO ACCURATELY ASCERTAIN), THE EARNEST MONEY (OR THE INITIAL DEPOSIT THEREOF IF THE EARNEST MONEY REQUIREMENT HAS NOT BEEN COMPLETELY SATISFIED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMEbrT), OR FIVE PERCENT (5%) OF THE PURCHASE PRICE, WHICHEVER SHALL BE LESS, WIKICH SHALL BE IMMF. r~LATELY RELEASED AND DELIVERED TO SELLER BY TIlE TITLE COMPANY. BY ITS EXECI.r~ON I-IEP, F~F, PURCHASER ACKNOWLEDGES THAT THE TITLE COMPANY SHALL HAVE NO LIABILITY TO PURCHASER IN THE EVENT IT Dm .rVERS THE EARNEST MONEY TO SELLER IN ACCORDANCE WITH THE TERMS OF THIS AGP~.F~MENT, AND AGP~:AR THAT THE TITLE COMPANY SHALL COMPLY WITH THE PROVISIONS OF THIS SECTION 12~a) WITHOUT THE Ng~la:n FOR SUBSEQUENT APPROVAL OR AUTHORIZATION FROM PURCHASER. RETENTION OF THE EARNEST MONEY BY SELLER IS NOT INTENDED AS A FORFErrURE OR PENALTY, BUT INSTEAD IS INTENDED TO COMPENSATE SELLER FOR THE DAMAGES IT WILL SUFFER AS A R.F_.SULT OF SUCH DEFAULT BY PURCHASER, WHICH DAMAGES SHALL BE, IN PART, A RESULTS OF (i) THE REMOVAL OF THE PROPFRTY FROM THE MARKET AND THE BUSINESS OPPORTUNrriF~ LOST THEREBY AND (ii) TI-IE POTENTIAL LOSS OF DEVELOPMENT OPPORTUNITIF_S. I AGR~'rNG TO SUCH LIQUIDATED DAMAGES, PURCHASER ACKNOWLEDGES THA1 THE AMOUNT OF SELLER'S ACTUAL DAMAGES BY REASON OF PURCHASER'S DEFAULT WnJ~ BE SUBSTANTIAL BUT WOULD BE EXTREM~LY DIFFICULT TO ASCERTAIN, AND THE AMOUNT PROVIDED FOR HEREIN IS A REASONABLE ESTIMATE OF SUCH DAMAGES. IN ADDITION, PURCHASER DESIRES TO HAVE A LIMITATION PUT ON ITS POTENTIAL LIABILITY TO SF.I.I.I~R IN THE EVENT PURCHASER SHOULD SO DEFAULT IN THE PERFORMANCE OF rrs OBLIGATIONS HEREUNDER. ACCORDINGLY, IN ORDER TO INDUCE SELLER TO WAIVE ALL OF THE ~IES TI-IEY MIGHT OTHERWISE HAVE IN THE EVENT OF A DEFAULT BY PURCHASER, PURCHASER HAS PROPOSED, AND SELLER HAS ACCEPTED, THE CONCEPT OF LIQUIDATED DAMAGES AS SET FORTH I-IE~.rN, WITH THE AMOUNT THEREOF HAVE BF.F.N THE S~ OF SPECIFIC AGI~EF-MENT BETWEEN THE PARTIES. NOTWITHSTANDING THE FOREGOING, IF, CONTRARY TO THE AGI~F.I~.MENT OF PURCHASER AND SELLER AS SET FORTH I-IF~FJN, PURCHASER SHAI.I. CONTEST THIS PROVISION AND ANY COURT OF COMPETENT JURISDICTION SHALL RULE IN AN ACTION BETWF. FN PURCHASER AND SELLER THAT SELLER MAY NOT RETAIN THE EARNEST MONEY AS LIQUIDATED DAMAGES FOR PURCHASER'S DEFAULT, THEN SF.r.I.N-R SHAI.I. BE ENTITLED TO SEEK ALL i~FI.IEF NORMALLY PERMITrED AT LAW OR EQUITY TO AN AGGRIEVED SELLER. BY TI-IFIR INrIIALS HERETO, SF2 .I.N-R AND PURCHASER SPECIFICALt ~Y ACKNOWLEDGE TI-IFJR ACCEPTANCE AND APPROVAL OF THE FOREGOING LIQUIDATED DAMAGES PROVISION AND AGRF. F- TO EXECUTE SUCH DOCUN[ENTS AS ESCROW MAY REQUIRE TO RELEASE THE EARNEST MONEY TO SELLER IN ~ EVENT OF A DEFAULT BY PURCHASER: INITIALS OF PURCHASER: INITIALS OF SELLER' IF SELLER FAILS TO PERFORM ANY OF ITS OBLIGATIONS OR AGRE~ HEREUNDER ErrHER PRIOR TO OR AT CLOSING, PURCHASER MAY TERMINATE THIS AGREENIENT BY wRrrrEN NOTICE THEREOF TO SELLER AND THE TITLE COMPANY, AT WHICH TIME THE EARNEST MONEY SHALL BE REI-U-RNF~ TO PURCHASER AS PURCHASER*S SOLE AND EXCLUSIVE-REMEDY. IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER FOR ANY OTHER ACTUAL, PREVENTIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES, NOR SHALL PURCHASER BE ENTITLED TO BRING A CLAIM TO ENFORCE SPECIl~IC PERFORMANCE OF THIS AGREEMENT. Section 12. Cnndomnntinn/Cn~,nlty. (a) In the event that all or any substantial portion of the Property shall be damaged or destroyed by fi~ or other casualty or be condemned or taken by eminent domain prior to Closing, Purchaser may, at its option, rather (i) terminate ~ Agreement by written notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty or taking and receive the immediate return of the Earnest Money and all interest earned thereon if any; or (ii) proceed to close the transaction conmmplated herein pumuant to the terms hereof, in which event Seller shall deliver to Purchaser at Closing any proc_,~ci__s actually _received by Seller attributable to the Property from such casualty condemnation or eminent domain proceeding, or assign to Purchas, at Closing any fight Seller may have to any insurance proceeds condemnation or eminent doma: award attributable to the Property, and there shall be no reduction in the Purchase Price. In the event Purchaser fails to timely deliver written notice of termination as described in section (i) herein, Purchaser shall be deemed to have elecmd to proceed in accordance with section (ii). In no event shall any such casualty give rise to a claim by Purchaser against Seller for breach of this Agreement. Co) In the event the Property is damaged prior to Closing and such damage creates an emergency requiring immediate repair (prior to Purebarr's e~ection under this section), in order to prevent further dan~ge to the Property the contractor and method of repair to be used shall be selected by Seller. Taking or casualty proc__~l__s, if any, paid as a result of damage requiring immediate repair shall be used in paying the cost of such repairs. (c) Risk of loss or damage to the PropS, or any part thereof, by fire or other casualty up until Closing shall be borne by Seller and thereafter by Purchaser. Upon the mutual agreement of both Seller and Purchaser, the parties may either elect to (i) immediately pay the cost of such repairs with talcing or casualty proceeds, if any; (ii) place any talcing or casualty proceeds received into escrow until the repairs have been completed to the satisfaction of both Seller and Purchaser, and a release of any and all mechanic's liens which may have attached due to such repairs has been delivered to either party. Section 13. ¥~tlre A~ment; Intor~tntlnn; ~ver'ahillty; Attnr'ney~ Foes; C. mmte~pavt; Momnrnndt~m nf Agrooment. (a) TH/S AGR .Fi~fl~qT IS 'ITIE ENTIRE AGRR-Tk-MENT BEI'WIe~EN S~ J.F.R AND PURCHASER CONCERNING THE SALE OF THE PROPERTY AND SUPERSEDES ALL PRIOR AGRmmMENTS AND I. INDERSTANDINGS, IF ANY, wrrH REGARD THERETO, AND NO MODIFICATION I-IEREOF OR SUBSEQLIF. IqT AGR .Ieh--'MENT RIR'I ATIVE TO THE SUBJECT MATTER HEREOF SHALL BE BINDING ON EITHER PARTY UNLESS REDUCED TO WRITING AND SIGNED BY ~ PARTY TO BE BOUND. (b) The parties acknowledge that each party and its counsel have reviewed this Agreement, and the parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafdng party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. (c) In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. (d) Should either party employ an attorney or attorneys to enforce any of the provisions hereof, or to recover damages for the breach of this Agreement, the non-prevailing party in any final judgment agrees to pay the other party all reasonable costs, charges and expenses including attorney's fees expended or incurred in connection therewith. All references to attorneys' fees in this Agreement shall be deemed to include, without limitation, such amounts as may then be charged by attorneys in the employ of either party at rates not exceeding those that would be charged by outside attorneys for comparable services. (e) This Agreement may be executed in any number of identical counterparts. If so executed, each of such counterparts is to be deemed an original for all purposes, and all such counterparts shall collectively constitute one agreement. (f) In no event shall this Agreement or any memorandum hereof be recorded in the public records of the county in which the Property is situated, and any such recordation or attempted recordation shall constitute a breach of this Agreement by the party responsible for such recordation or attempted recordation. (g) This Agreement shall not be considered as or construed to be an interest in or lien against the Property. 01) All documents, certificates, insurance policies and other items required under the provisions of this Agreement to be executed or delivered to Seller shall be satisfactory to Seller in form, scope and substance. (i) The provisions of this Agreement are for the sole benefit of Seller and Pun:has and are not for the benefit of any third party. (j) Purchaser shall be responsible for obtaining, at its expense and prior to Closing, all licenses, permits and authorizations n~essary to operate the Property. Section 14. l~mi~hlnl~ nf lnfnrm~tlnn. The parties recogllize and agree that Purchaser will have access to certain information with respect to the construction, operation, maintenance, ownership and management of the Property. In the event the transaction contemplated by this Agreement does not close for any r~ason, Purchaser shall (i) notwithstanding any other provision of this Agreement to the conlzary, remain solely liable for the payment of such costs and expenses and (ii) deliver to Seller copies of all reports and analyses conducted by Purchaser or furrushed by Seller with respect to the Property. A~I information referenced shall be made available on site at the Property, at the business office of Broker, at the business office of Seller, or as otherwise determined by SeLler m its reachable ~on. All information furnished by Seller to Purchaser in accordance with this Section 14 or obtained by Purchaser in the course of its access shall be treated by Purchaser as confidential information. On or before the Effective Date, Purchaser shall execute a Confidentiality Agreement in the form attached l:~rhihit 'C.'. Purchaser shall defend, indemnify and hold Seller harmless from and against any liabilities, claims, demands or actions, including environmental risk, incident to, resulting from or in any way arising out of any entry by or on behalf of Purchaser onto the Property. Such indemnity shall survive Closing (or, notwithstanding any other provision of this Agreement to the contrary, the earlier termination hereof) and not be merged therein. Section 15. Alqni~t-Prinln ~qpoeinl ~qmdi~ Znn~ Ae~. The Property is/may be situated in spedal studies zone as designated under the Alquist-Priolo Special Studies Zones Act, Califorr. Public Resources Code Sections 2621-2630, and the construction or development on the property of any structure for human occupancy may be subject to the findings of a geologic report prepared by a geologist registered m the State of CaLifornia, unless such report is waived by the city or county under the terms of that Act. Section 16. Offer Only. Tiffs Agreement, until fully executed, is only an offer of the party first executing the same. IN WITNESS. WHEREOF, the parties have executed this Agxeement to be effective as of the Effective Date. PLrP. CI-IASER: SgJ .!.~R: City of Tem~ula R~evelopment Agency Patricia Birdsall, Chairperson Fotlml Bel~.qi! In.~umnc~ f"nrlx~ation aq Re.t~ver fnr American C. nrnmerr~ Natinnal Rank APPROVED AS TO FORM: By: By: RICHARDS, WATSON, & GERSHON Agency Counsel N~c: Title' ATTEST: By: June S. Greek, City Clerk/Agency Secretary Date: T~.x I.D. No. 33-0705699 Tax I.D. No. '~3-0002884 The undersigned hereby acknowledges receipt of a fully executed counterpart of this Agreement and joins in the making of this Agreement for purposes of agreeing to Secaon 8 hereof. Broker: N/A By: Name: Title: Address: T:iephone: X Exhibit A - Legal Description X Exhibit B - Preliminary Title Report X Exhibit C - Confidentiality Agreement X Exhibit D - Purchaser Eligibility Certification . Survey Requirements __ Deed Bill of Sale __ Non-Foreign Affidavit Closing Affidavit __ Addendum - Preference for Purchasers for Homeless or Low-Income Housing Section 16 (Housing for the Homeless, excluding AHP) Section 17 (Non-profit Organizations) X State Addendures X Addendum to Purchase and Sale Agreement (Income Producing Property) Tenant Notification Affidavit X Tenant Notification Letter X Rent Roll Affidavit X Assignment and Assumption of Leases and Contracts __ California Residential Addendum __ Seller Financing Addendum __ Loan Application __ Real Estate Note Deed of Trust (or Mortgage) __ Compliance Agreement __ Borrower's Loan Affidavit __ UCC-1 __ Assignment of ~ and Cash Collateral __ Borrower's Counsel°s Opinion Let~r PROPERTY DESCRIPTION 28485-28497 Pujol St~'eet 28559-28565 Pujol SU'eet Temecula, CA