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HomeMy WebLinkAbout25N - 1303 N BRISTOL STREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 7, 2008 TITLE: PURCHASE AGREEMENT FOR 1303 N. BRISTOL STREET (PROJECT 08-1700-C) / ~~- CITY MANAGER DED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ^ As Recommended ^ As Amended ^ Ordinance on 15` Reading ^ Ordinance on 2"d Reading ^ Implementing Resolution ^ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached agreement with Karen Min Lo, William Ming Lo, and Jim Ming Lo in the amount of $1,120,000, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION On March 6, 2006 the City Council approved the cooperative agreement between the City and the Orange County Transportation Authority to fund Bristol Street widening project. The improvements include widening of the street from four lanes to six, construction of landscaping in the parkways and the median islands, traffic improvements, drainage structures, sound walls, and other amenities as outlined in the Specific Plan. To accommodate the widening, the acquisitio at 1303 N. Bristol is necessary, (Exhibit 1). the appraised value prepared by an appraiser California. ENVIRONMENTAL IMPACT n of the entire property The purchase amount is licensed in the State of In accordance with the California Environmental Quality Act, the proposed project has been determined to be adequately evaluated in the previously prepared Environmental Impact Report/Environmental Impact Assessment EIR No. $9-01 approved by City Council in 1990. 25N-1 Acquisition Agreement For 1303 N. Bristol July 7, 2008 Page 2 FISCAL IMPACT Funds are appropriated in the Select Street Construction Fund (account no. 59-553-6611). ~ Jam s G. Ross Ex cutive Director Public Works Agency APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 25N-2 LEGEND SUBJECT PROPERTY WABFNGTON AVE --r--•-1-----r-------------~ o ~ ~ I M I M I I I I /220 I I I i I I I -~-----~-1--~----r-----,------ I I I I i ~ ~ ~ ~ ~ p ~ p 17TH 8T -----T---~---~----T----1 ,. ~ - - - --rt----------- ~ - -- - ~ I 1404 1401 l4oi ------------- ~ ----------------I I------ 1321 ~ 1324 ~ 1323 --------------t----------- ---~ I------ /3!9 ~ 1320 ; I ~ /319 I--------------T---------- ---~ I------ KT~B /3/5 ~ /3/6 ~ ------------ ~ --------------~ ~ l3/5 I------ l3/1 ---------- 13/0 ~ 1 ~ 13/1- J 1308 : ~ 1307 ---------- ---~ I- ---- 1302 : 130! I -----------J I I ~-----• (.----- ~ -- i - --~ I 1221 ~ ---- 12/2 ~ ~------------ I I I 1208 1206 ' --------------~ I 1116 I ///2 : i //// - - ' i-----------nna EXHIBIT 1 SANTA ANA cmr couNCiL PURCHASE AGREEMENT FOR P~ ~If A ~ AGENDA DATE 1303 N. BRISTOL STREET ~~I JULY 7, zoos (PROJECT 08-1700-C) RBIJC Ngil{S AGFNC7 1211 ' 1207 I------ ' ///9 I------ ' 1115 I------ l!lI ------ ~~ ~ ~~11 25N-3 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA") is 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 Karen Min Lo, William Ming Lo and Jim Ming Lo (hereinafter "Seller"), regardless of number or gender; THEREFORE, 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 ("Said Real Property") located in the State of California, County of Orange, City of Santa Ana, described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1303 N. 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 Mariners Escrow, 1100 Newport Center Drive #200, Newport Beach, California, within thirty (30) days after the date on which 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 (including any and all leases), liens, clouds or defects in title except those exceptions shown in Section 15, below. Seller hereby warrants that 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 (including any and all leases), 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 referenced title insurance company, with City therein named as the insured, in the amount ONE MILLION ONE HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS ($1,120,000.00) insuring the that Page 1 of I I Seller's Initials 25N-4 title to Said Real Property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (including any and all leases), 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 title 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 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 Mariners Escrow, 1100 Newport Center Drive, Suite 200, Newport Beach, California, (hereinafter "Escrow Agent") within five (5) days after the date on which City has approved this PSA. This PSA constitutes the joint escrow instructions of City and the Seller and a duplicate original of this PSA shall be deliver ed to the Escrow Agent upon the opening of the escrow. Escrow is to close on or before July 30, 2008. The Escrow Agent hereby is empowered to act under this PSA, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to 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 conveying of 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. The liability of the Escrow Agent under this PSA is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 11 and the General Escrow Provisions as referenced in Exhibit "B" of this PSA, attached hereto. 5. Property Taxes. Such 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 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 Said Real Property to City. Page 2 of 1 I Seller's Initials ~, ~~ ~cJ~-' 25N-5 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 improvements to Said Real Property, business goodwill (if any), fixtures, equipment and improvements to the realty, severance damages (if any), bonus value, and any and all other damages or compensation to which Seller is or could be entitled to as a result of City's acquisition of Said Real Property, the total sum of ONE MILLION ONE HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS ($1,120,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days after the date on which City has approved this PSA, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (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 required; (d) Recordation of the Deed conveying Said Real Property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying Said Real Property to City is recorded, quiet and peaceful possession of Said Real Property, which shall be made free by Seller of all personal property. 8. Rental and Oceunancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Estoppel Certificate) on a form furnished to Seller by Buyer, and shall deliver same to Buyer within fifteen (15) days hereof with copies of any written leases or rental agreements attached thereto. All rents will be prorated as of the close of escrow on the basis of a 30-day month/360-day year consistent with that statement, subject to approval of Buyer. Seller hereby agrees not to rent any units on the premises which are now vacant, or which may be vacated by present occupants prior to close of escrow. Any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of Buyer during escrow. Seller hereby warrants that the statement of rentals referred in this paragraph shall include the terms of all rental agreements, tenancies, and leases (whether oral or written, recorded, or unrecorded) and Seller agrees to hold Buyer harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of Seller 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 hereof, shall apply to and bind the heirs, executors, administrators, successors and Page 3 of 11 Seller's Initials _~~~'~---, ~ ~' 25N-6 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. Purchase Price. Seller acknowledges that the Property is for sale on the Multiple Listing Service and agrees that said purchase price reflects the fair market value for Said Real Property, including improvements to Said Real Property, business goodwill (if any), fixtures, equipment and improvements to the realty, and severance damages (if any), bonus value, and any and all other damages or compensation to which Seller is or could be entitled to as a result of City's acquisition of Said Real Property. Seller acknowledges that this acquisition is voluntary and not made under a threat of condemnation. Seller has approached City with an offer for the disposition of this real property and acknowledges that City has not approved nor taken any action in furtherance of condemnation of this property for public use. 14. Notices. All Notices pertaining to this PSA shall be sent via U.S. Postal Service or overnight carrier, properly addressed and postage prepaid, to the following addresses, which may be periodically changed provided notice of the change of address is first given to the other party: To City: The City of Santa Ana 20 Civic Center Plaza, M-36 P.O. Box 1988 Santa Ana, California 92702 To Seller: Karen Min Lo, William Ming Lo and Jim Ming Lo 3281 N Rimcrest Laguna Beach CA 92651-2089 15. Exceptions. City agrees to accept title to Said Real Property subject to the following: NONE. 16. Entire Agreement. It is mutually agreed that the parties hereto have set forth herein the whole of their 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 by Seller in connection with the acquisition of Said Real Property by City. 17. Hazardous Waste. Except for the previous owner (BP ARCO), neither Seller, nor to Seller's knowledge, tenant, occupant, and/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 Page 4 of I 1 Seller's Initials ~ ~, ,~~, 25N-7 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. S 1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et seg. (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. 59601 et sec . (42 U.S.C. S9601). 18. This Paragraph intentionally left Blank. 19. Indemnity. Subject to on-going monitoring and remediation of subsurface environmental conditions by Potential Responsible Party BP West Coast Products, LLC ("BP"), as reflected in a May 8, 2008 letter from BP to Seller, a copy of which is attached hereto as Exhibit "C", 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, 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, and applies only to the period during which Seller possessed an ownership interest in Said Real Property. Page 5 of 11 Seller's Initials ~~~2?~--, (il.)`o~ 25N-8 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of this PSA by City. The execution of this PSA and the delivery of same to Escrow Agent 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 the conclusion of which 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 divisibility 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 undersigned represents and warrants that its signature herein below 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 or is withdrawn. Page 6 of 1 I Seller's Initials ~~~t ~ ~- 25N-9 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. The parties have executed this PSA as of the date written below. SELLER(S) Dated: , 2008 ar Min o ~~ .~" Z Dated. / , 2008 William Ming Lo Dated: ,~ .z , 2008 Ming Lo CITYBUYER City of Santa Ana By: Dated: , 2008 David N. Ream City Manager ATTEST By: Dated: , 2008 Patricia E. Healy Clerk of the Council APPROVED AS TO FORM AND CONTENT Joseph W. Fletcher City Attorney l By: ~ Dated: Z.~ , 2008 Jo andoval anaging Senior Assistant City Attorney Page 7 of 11 Seller's Initials ~ _ ~ , ~L~'~ 25N-10 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: LOT 19 AND LOT 20 of Tract 863, as per map recorded in Book 26, Pages 30 of Miscellaneous Maps, records of Orange County. APN 405-272-11 Page 8 of 11 Seller's Initials ~~~' f_~~ 25N-11 EXHIBIT "B" 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 amendments hereto, 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 9 of 1 I Seller's Initials ~~.~~~~ 25N-12 EXHIBIT "C" by Lori A. Goldberg senior ParaleGal GBC ~- logal Group I3P America hic 4101 Winfield Road Mail Codo 4West Warrenville, Illinois 60555 Direct 630 821-243a Fax: 630 921-3406 Lori. G oldber g®bp_ com May 8, 2008 Jim M. Lo William M. Lo Karen M. Lo c/o Thomas M. Lo 1303 N. Bristol Santa Ana, California Re: Former ARCO SS# 1782 - 1303 N. Bristol Santa Ana CA I:)ear Mr. l.o: You have informed BP West Coast Products LLC {"BP") that you are in the process of selling your property to the City of Santa Ana ("City") and that the City has requested that BP provide certain assurances regarding ongoing monitoring and remediation of subsurface environmental conditions at the Site. Without admitting liability or responsibility for the aforementioned conditions, BP represents that it will continue to conduct subsurface monitoring, assessment and remediation to the extent required by contract or by any federal, state or focal government agency having competent jurisdiction, until such regulatory agencies have decided that such monitoring, assessment and remediation is adequate or complete. BP shall not be liable or responsible for remediation of conditions caused by sources other than BP operations. The above-described commitment is conditioned upon BP receiving cost-free and reasonable access pursuant to a mutually acceptable access agreement to perform any assessment, monitoring or remediation activities that BP finds necessary or useful to fulfilling this representation. All required work including site inspection, site characterization, monitoring, or other related activities, shall be ccnducted by a firm or firms chosen and engaged by BP, This agreement shall automatically terminate, without notice to any party, upon issuance of written notification by a public agency Page 10 of 1 1 Seller's Initials ~>~~ 'l!" , ~.L1~ 25N-13 Jim M. Lo William M. Lo Karen M. Lo c/o Thomas M. Lo May 8, 2008 Page 2 of competent jurisdiction, that the agency contemplates no further investigation or monitoring of the Site. Neither the execution or implementation of this letter or any instrument or correspondence whatsoever relating to the above Site, shall be construed or constitute an admission of liability as to any actual or claimed contamination or any other conditions, at, on, in, under or from the Site. We certainly hope this letter is satisfactory to you. If you have any questions regarding the foregoing, please feel free to contact me. Very truly yours, ~~ ~~1~~ Lori Goldberg Senior Paralegal LG:sr Page 11 of I I Seller's Initials ~~ ~ -~ 25N-14