HomeMy WebLinkAbout25P - PURCHASE AGMT 2909 S BRISTOLREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
CLERK OF COUNCIL USE ONLY:
JUNE 2, 2008
TITLE:
PIIRCHABE AOREEb~NT FOR A PORTION OF
BANTA ANA CALIFORNIA, LLC PROPERTY
AT 2909 3. BRIBTOL (PROJECT 06-3510)
APPROVED
^ As Recommended
^ As Amended
^ Ordinance on 1~' Reading
^ Ordinance on 2nd Reading
^ Implementing Resolution
^ Set Public Hearing For
CONTINUED TO
FILE NUMBER
RECOMMENDED ACTION
Authorize the City Manager and Clerk of the Council to execute the
attached agreement with Santa Ana California Lodge, LLC for the purchase
of a portion of 2909 S. Bristol in the amount of $18,000., subject to non-
substantive changes approved by the City Manager and City Attorney.
DIBCIIBBION
The San Lorenzo Avenue pump station replacement project was approved by
the City Council in 2007 (Exhibit 1) . Improvements include a wet well, a
below ground dry pit, equipment and appurtenances. The existing lift
station must remain in service until the new one is complete. A small
block building (estimated at 15' x 15') will be constructed to house the
electrical panels and provide a stairway access.
To accommodate the new construction acquisition of 292 square feet at 2909
S. Bristol is required. Construction is estimated to begin in December of
2009. New landscape and hardscape improvements will be constructed around
the new building.
ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, the proposed
project has been determined to be adequately evaluated in previously
prepared Negative Declaration No. 2002-440.
25P-1
Purchase Agreement with
Santa Ana California Lodge, LLC
June 2, 2008
Page 2
FISCAL IMPACT
Funds for the proposed acquisition are available in the Sewer Connection
Fee Fund (account no. 55-532-6631, Project No. 06-3510).
APPROVED AS TO FUNDS AND ACCOUNTS:
James G. Ross
Executive Director
Public Works Agency
1
~~ rancisco Gutierrez Fg
Executive Director
Finance & Mgmt. Services Agency
25P-2
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LINE TABLE
LINE BEARING LENGTH
L1 N01'43'S8"E 92.32
L2 N8s'1 s'o2"w 10.00
L3 S34'45'49"W 7.85
L4 534'45'49"W 32.06
L5 S09'57'23"W 12.17
L6 N01'43'S8"E 38.92
L7 S88'16'02"E 19.21
EXHIBIT 1
PARCEL ~
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PARCEL "A"
292 SQ FT r~
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- P.O.C. ~"
/s""r" "~'""~'" PURCHASE AGREEMENT FOR A PORTION OF
P~ wa ~ JO NE.2, 2008 SANTA ANA CALIFORNIA, LLC PROPERTY AT
~J 2909 S. BRISTOL (PROJECT 06-3510)
25P-3
25P-4
PURCHASE AND SALE AGREEMENT FOR ACQUISITIONOF REAL PROPERTY
AND BILATERAL ESCROW INSTRUCTIONS
THIS AGREEMENT (hereinafter "PSA"), entered into on 2008,
between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized
under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and
Santa Ana California Lodge, LLC, a California limited liability company, (hereinafter "Seller"),
regardless of number or gender;
THEREFORE, for and in consideration of their promises, covenants and agreements
hereinafter set forth, and subject to the terms, conditions and provisions hereinafter set forth,
Seller agrees to sell to City, and City agrees to purchase from Seller, all that certain real
property located in the State of California, County of Orange, City of Santa Ana (hereinafter
"Said Real Property") described as follows:
SEE EXHIBITS "A" and "B" ATTACHED HERETO
AND BY THIS REFERENCE MADE A PART HEREOF
(Commonly known as a portion of 2909 South Bristol Street, Santa Ana, California)
Said purchase and sale of Said Real Property shall be in accordance with and subject to all of
the following terms, conditions, promises, covenants, agreements and provisions, to wit:
1. Conveyance by Seller. Seller agrees to convey Said Real Property to City, by Grant
Deed, at the office of First American Title Insurance Company, located at 2 First American
Way, Santa Ana, California, within thirty (30) days from and after the date on which the City has
approved this PSA.
2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise
expressly provided, Said Real Property shall be conveyed by Seller to City, as aforesaid, free
and clear of any and all conditions, restrictions, reservations, exceptions, easements,
assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general
or specific, including any and all leasehold interests), liens, clouds or defects in title, except
those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to Said
Real Property to be conveyed by Seller to City shall be free and clear as provided above. Seller
further agrees that acceptance by City of any deed to Said Real Property, with or without
knowledge of any condition, restriction, reservation, exception, easement, assessment, profit,
limitation, encumbrance (whether monetary or non-monetary, general or specific, and including
any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City
of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of
any right which might accrue to City because of the failure of Seller to convey title as
hereinabove provided.
3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of
Said Real Property to City, within the time and at the place hereinabove specified for said
conveyance of Said Real Property, a policy of title insurance to be issued by the above
mentioned title company, with the City therein named as the insured, in the amount of
EIGHTEEN THOUSAND AND NO/100 DOLLARS ($18,000.00) insuring City's title to Said
Real Property is free and clear of any and all conditions, restrictions, reservations, exceptions,
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Seller's Initials
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easements, assessments, profits, limitations, encumbrances (whether monetary or non-
monetary, general or specific, and including any and all leasehold interests), liens, clouds or
defects in title, excepting such specific ones as city may hereinafter expressly agree to take
subject to. Acceptance by City of any such policy of insurance, whether such insurance
complies with the requirements of this paragraph or not, shall not constitute a waiver by City of
its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights
of action for damages or any other rights which may accrue to City by reason of the failure of
Seller to convey title or to provide title insurance as required in this PSA.
4. Escrow. City agrees to open an escrow at the office of First American Title Insurance
Company (hereinafter "Escrow Agent"), located at 2 First American Way, Santa Ana, California,
within five (5) days from and after the date on which the City has approved this PSA. This PSA
constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this
PSA shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow is to close
within thirty (30) days after Owner's execution of this PSA.
Escrow Agent is empowered to act under this PSA and upon communicating its acceptance of
this Section 4 and of the General Escrow Provisions described in Exhibit "C" attached hereto,
in writing, delivered to the City and to the Seller within five (5) days after delivery of this PSA,
shall carry out its duties as Escrow Agent hereunder.
City agrees to bear, and Escrow Agent is hereby authorized to charge to City, the cost of any
transfer taxes, recording fees, cost of title insurance, reconveyance fees, document preparation
fees, escrow fees and any other closing costs incidental to the conveyance of title to Said Real
Property to City. Penalties for prepayment of bona fide obligations secured by any existing
deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240.
Escrow Agent's liability under this PSA is limited to the performance of the obligations imposed
upon it under Sections 4, Section 6, Section 11 and the General Escrow Provisions reflected in
Exhibit "C" of this PSA.
5. Property Taxes. Real property taxes, if any, on Said Real Property for the fiscal year
within which Said Real Property is conveyed to City as are unpaid at the time of said
conveyance shall be cleared and/or paid in accordance with the provisions of Section 4986 of
the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund
under Section 5096.7 of the Revenue and Taxation Code of the State of California for that
portion of property taxes on Said Real Property for said fiscal year which have been paid prior
to the date the deed conveying Said Real Property to City is recorded which is allocable to that
portion of the fiscal year which begins on the date the deed conveying Said Real Property to
City is recorded and made uncollectible if unpaid by reason of Section 4986 of the Revenue
and Taxation Code of the State of California. All unpaid taxes on Said Real Property for any
and all years prior to the fiscal year within which said conveyance is made shall be paid by
Seller before conveyance of title to Said Real Property to City.
6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept
from City, as and for the full purchase price for Said Real Property, including fixtures &
equipment (improvements pertaining to the realty), goodwill (if any), severance damages (if any),
and bonus value (if any), the total cash sum of EIGHTEEN THOUSAND AND N0/100
DOLLARS ($18,000.00).
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Seller's Initials
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City agrees to deposit said purchase price with Escrow Agent within Thirty (30) days after the
date on which the City has approved this PSA, and Escrow Agent is hereby authorized to pay
said purchase price to Seller only after or concurrent with the satisfaction of the following
conditions precedent:
(a) Conveyance of Said Real Property by Seller to City as hereinabove provided;
(b) Acceptance by City of a Grant Deed conveying Said Real Property to City;
(c) Delivery to City of the policy of title insurance as hereinabove provided;
(d) Recordation of the Grant Deed conveying Said Real Property to City.
7. Possession. Seller agrees to deliver quiet and peaceful possession of Said Real
Property to City on the date the Grant Deed conveying title to Said Real Property is recorded
with the Office of the County Recorder for Orange County.
8. Blank. This secfion intentionally left blank.
9. Waivers. The waiver by City of any breach of any covenant or agreement herein
contained shall not be deemed or held to be a waiver of any subsequent or other breach of said
covenant or agreement nor a waiver of any breach of any other covenants or agreements
contained herein.
10. Heirs, Assigns, Successors in Interest. This PSA, and all the terms, covenants and
conditions contained herein, shall apply to and bind the heirs, executors, administrators,
successors and assigns of the respective Parties hereto.
11. Time is of the Essence. In all matters and things hereunder to be done and in all
payments hereunder to be made, time is and shall be of the essence.
12. Permission to Enter on Premises. Seller hereby grants City, and its authorized
agents, permission to enter upon Said Real Property at all reasonable times prior to close of
escrow for the purpose of making necessary inspections.
13. Just Compensation. Seller acknowledges and agrees that said purchase price is just
compensation at fair market value for Said Real Property, including fixtures & equipment
(improvements pertaining to the realty), goodwill (if any), severance damages (if any), and bonus
value (if any).
14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36,
P.O. Box 1988, Santa Ana, California 92702. The mailing address of the Seller is:
11693 South San Vicente
Los Angeles, California 90049-5105
15. Exceptions. City agrees to accept title to Said Real Property subject to the following
NONE
16. Agreement. Performance of this PSA by City shall lay at rest, each, every, and all
issue(s) that were raised or could have been raised in connection with the acquisition of Said
Real Property by City.
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Seller's Initials
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17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous
owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored,
or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous
Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or
from the Property. Seller shall not cause or permit the presence, use, generation, release,
discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the
transportation of any Hazardous Materials to or from, the Property. The term "Hazardous
Material" shall mean any substance, material, or waste which is or becomes regulated by any
local governmental authority, the State of California, or the United States Government,
including, but not limited to, any material or substance which is (i) defined as a "hazardous
waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115,
25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code,
Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance"
under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8
(Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous
material", "hazardous substance", or "hazardous waste" under Section 25501 of the California
Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response
Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the
California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of
Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed
under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of
Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a
"hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317),
(x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and
Recovery Act, 42 U.S.C. S6901 et sew. (42 U.S.C. S6903) or (xi) defined as a "hazardous
substances" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, as amended by Liability Act, 42. U.S.C. S9601 et sew. (42 U.S.C. S9601).
18. Compliance With Environmental Laws. To the best of Seller's knowledge the
Property complies with all applicable laws and governmental regulations including, without
limitation, all applicable federal, state, and local laws pertaining to air and water quality,
hazardous waste, waste disposal, and other environmental matters, including, but not limited to,
the Clean Water, Ctean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource
Conservation Recovery and Comprehensive Environmental Response Compensation and
Liability Acts, and the California Environment Quality Act, and the rules, regulations, and
ordinances of the city within which the subject property is located, the California Department of
Health Services, the Regional Water Quality Control Board, the State Water Resources Control
Board, the Environmental Protection Agency, and all applicable federal, state, and local
agencies and bureaus.
19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and
against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty,
punitive damage, or expense (including, without limitation, attorneys' fees), resulting from,
arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or
disposal of any Hazardous Material on, under, in or about, or the transportation of any such
materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute,
ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation,
release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or
about, to or from, the Property. This indemnity shall include, without limitation, any damage,
liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action,
Page 4 of 10
Seller's Initials
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suit or proceeding for personal injury (including sickness, disease, or death, tangible or
intangible property damage, compensation for lost wages, business income, profits or other
economic loss, damage to the natural resource or the environment, nuisance, pollution,
contamination, leak, spill, release, or other adverse effect on the environment). This indemnity
extends only to liability created prior to or up to the date this escrow shall close. Seller shall not
be responsible for acts or omissions to act post-close of this escrow.
20. Contingency. It is understood and agreed between the parties hereto that the
enforceability of this PSA, and the escrow created hereby, is contingent upon the express
acceptance and approval of this PSA by City. The execution of this PSA by City, and the
delivery of same to Escrow Agent, shall constitute said acceptance and approval.
21. Modification and Amendment. This PSA may not be modified or amended except in
writing signed by the Seller and City.
22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or that
would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but
all the remaining provisions of this PSA shall remain in full force.
23. Captions. Captions and headings in this PSA, including the title of this PSA, are for
convenience only and are not to be considered in construing this PSA.
24. Governing Law. This PSA shall be governed by and construed in accordance with the
laws of the State of California.
25. No Reliance By One Party On The Other. Each party has received independent legal
advice from its attorneys with respect to the advisability of executing this PSA and the meaning of
the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and
not for or against any party based upon any attribution to such party as the source of the
language in question.
26. No Third Party Beneficiary. This PSA is intended to benefit only the parties hereto and
no other person or entity has or shall acquire any rights hereunder.
27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the
other, execute and deliver such further documents (in form and substance reasonably acceptable
to the party to be charged) and do such other acts and things as are reasonably necessary and
appropriate to effectuate the terms and conditions of this PSA, without cost.
28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties to this PSA.
29. Authority to Execute Agreement. Each of the undersigned Parties represent and
warrants that its has the power, authority and right to bind their respective parties to each of the
terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees,
for any injuries or damages to City in the event that such authority or power is not, in fact, held by
the signatory.
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Seller's Initials
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30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be
incorporated as if fully set forth in the body of this PSA.
IN WITNESS WHEREOF, the Parties have executed this PSA as of the date first written
above.
SELLER:
San ta Ana California Lodge, LLC, a California limited liability company
By: Date: , 2008
Jen-Chih Lin
By: Date: , 2008
Heng-Mei Huang Lin
By: Date: , 2008
Jen-Chian Lin
By: Date: , 2008
Lan-Ying Lin
By: Date: , 2008
I-Joen Lin
By: Date: , 2008
I-Shin Lin
By: Date: , 2008
E-Chang Lin
By: Date: , 2008
E-Shiun Lin
By: Date: , 2008
Ing-Sei Hwang
By: Date: , 2008
Hua-Mei Hwang
By: Date: , 2008
Ing-Wen Hwang
By: Date: , 2008
Ling-Long Hwang
By: Date: , 2008
I-Duan Lin
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Seller's Initials
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By:
I-Shyh Lin
gy:
E-Tse Lin
CITY OF SANTA ANA:
By:
David N. Ream
City Manager
ATTEST:
By:
Patricia E. Healy
Clerk of the Council
APPROVED O
Sandoval
Waging Senior As
Date: , 2008
Date:
Date:
2008
2008
Date: , 2008
Date: ~ , 2008
nt City Attorney
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Seller's Initials
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EXHIBIT "A"
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS:
p~ti~n rtt' ~'~r~l ~., ft"a ~ p ut ~c t~ of Sa.n1n ~~n ~+C+t~t't~yi° 4'+'t ~r.~tt,
~tnM of ~.nl~taua, fsl+~d it3 P~t:~rlc ~~,. d~ cif l~' }~! pia tthe ~~.~ t11~ ~+:littL~}°
Rcx~~ of~id~ tae t=ta+ ~ f~ilr.~~;
C"~r-e~cir,~ ai dhe Fes! ~ Ciit~t1~"~ cif serrt~nt lines fig tf~,e txrli
of .~~?~ ,'1s~ctusc, a~ sl~otivn ~nn said P'at~l afitip; tlt~e, t~tly n1txt~ mid
semi-tt~r-1,*t~! lice.', iF ~ ~tr~a->tnt ling for tic next ~ctuare r~crrlh~tlc`~~' iu ~tid
cerlitu ~f S~e .4~•tcn~, to ~ ~sntz 8f Inst s~rl setn~~a~cnk line kvith
s~-ut.l~ri7 ~Lu€~gation rd t3~a cx+s~ture ~si°tl~ ~I t~>~ rrE` ~iar~t,~l Strut, u Sri
r~IF~y i3 u«t't ~,n zuld l'~~ kiap` forth ~?"?~+~a" E,; S4?.rte I~ir tle'e, nrrrtt-,"ri},
t~un8 paid ~I.l,` !~rs`~Ir.tt~'r~ 1Mt~ t~fley ~nt,eriiJ.x, !North ~4"~13'S8' ~~[,'~.~~ Ii1~
t~cnc~, ~~ ~ lit .ni~1 ~~rtt~-rRin~. 7 KK"I e~^()~' `-~~, Ilt.t~? fan Sn ~ an}t
lt! t esl}' lip ~' s>:tid F> 3, stsisl c~le puittl axt~ ~ tt~ tir~'riy termin~t
c~thr lirw:#sa~Ta st:a;v ?:~"i~.i`~. ~~ $?' r3t'9 P`ar:.el P•ta{ac ilt~snw;ac. ~uthwtt~>~"
~r s~sid eastc~v luxe, Str+~,~h 3+1=~'~y' ~h'~rt, ~.8~ fect ~t- th~c 3'r~e F'fli~t aE)~iawwitt
t°~c~orn ennt~uir-~ a~uthia~slarl~ nlor'Cl~r- ~ss1~i:~ Iit~ ~;r~ ~iri ~r~crcl ~.
~tulh ~~^~s'~~' iy'e~c, ~~.tk`~ i ~ .fib a'~4'°5?~~3' V.'c~t, t?.I 7 fr~i„ ~h4~t~4, I~~+n
~,_i rmtrs~}~ line, parsll~l with ,+4,II~y tiaerlltae, I*tnrtlt l~E''~k'Sg.~ Lam., 36.ir: fhc+ct;
ih-q, ~erlse~rdierilar iu !rut xl~rttcrline ~.~tt ~41~s`tl~",~:, l`~ ~1 fecl ui ~tx "I`ctt~
Puittt ~~C'tttllt~,,
~:~ttt~lrt~ ~ .r~qt feel. °tnat ar key.
l ~ slum rtrt. eas'tsut `"8~,. ley tltt:~ r<~&~renctc mn~ ra, petrt'}tE.
5.-t ba all ~+.r~~r~tttrl;:. ~I~h,E.±c, ~i ~~~ l.r~ccxs. t~` atCa~y,
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Page 8 of 10
Seller's Initials
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EXHIBIT "B"
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25P-13
Seller's Initi
EXHIBIT "C"
GENERAL ESCROW PROVISIONS
All disbursements shall be made by Escrow's check or electronic funds transfer. All funds
received in this escrow shall be deposited in one or more of Escrow Agent's general escrow
accounts with any bank doing business in the State of California and may be transferred to any
other general escrow account or accounts. The expression "close of escrow" means the date
on which the transferring instrument(s) referred to herein are filed for recordation with the Office
of the Orange County Recorder. All prorations shall be made on the basis of a 30-day month /
360-day year. Recordation of any instruments delivered through this escrow, if necessary or
proper in the issuance of a policy of title insurance, is hereby authorized by the Parties to this
transaction.
There shall be no prorations of any existing insurance policies in this escrow
Escrow Agent is to furnish a copy of these instructions, including any amendments thereto,
closing statements, and/or any other documents deposited in this escrow, to the lender or
lenders, the real estate broker or brokers, and/or the attorney or attorneys involved in this
transaction upon request of such lenders, brokers or attorneys.
Should Escrow Agent, before or after close of escrow, receive or become aware of any
conflicting demands or claims with respect to this escrow; or to the rights of any of the Parties
hereto; or about any money or property deposited herein, then Escrow Agent shall have the
right to discontinue any or all further acts on its part until such conflict is resolved to its
satisfaction, and Escrow Agent shall have the right to commence or defend any action or
proceeding for the resolution of such conflict. The Parties to this escrow jointly and severally
agree to pay all costs, damages, judgments and expenses, including reasonable attorney's
fees, suffered or incurred by Escrow Agent in connection with, or arising out of, this escrow
including, but without limiting the generality of the foregoing, a suit in interpleader initiated by
Escrow Agent. In the event Escrow Agent should file a suit in interpleader, Escrow Agent shall
be fully released and discharged from all obligations imposed upon it by this escrow.
If for any reason funds are retained or remain in escrow, Escrow Agent shall be entitled to
deduct therefrom a reasonable monthly charge of not less than $10.00 per month as an
administrative fee.
Time is of the essence with regard to the execution of these general escrow instructions. If
Escrow Agent is unable to comply with these instructions within the time specified herein, and if
additional time as is required to make an examination of the official records, Escrow Agent shall
return all documents, money, or property to the party entitled thereto upon satisfactory written
demand and authorization. Any amendment or supplement to these instructions must be in
writing, signed by all Parties to this transaction.
These escrow instructions, and any amendments thereto, may be executed in one or more
counterparts, each of which independently shall have the same effect as if it were the original,
and all of which taken together shall constitute one and the same instruction.
Page 10 of 10
Seller's Initials
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