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HomeMy WebLinkAboutReso 120-2001RESOLUTION NO. 120-2001 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION FINDING THAT THE SALE OF CITY PROPERTY TO GIORGI BROTHERS CONFORMS WITH THE GENERAL PLAN AND APPROVING A PURCHASE AND SALE AGREEMENT WITH GIORGI NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby finds that the conveyance of the property identified in the Purchase and Sale Agreement conforms to the General Plan and approves the Purchase and Sale Agreement attached hereto as Exhibit A. BE IT FURTHER RESOLVED THAT, the City Manager is hereby authorized to sign the Purchase and Sale Agreement and Grant Deed. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco, held on the 14th day of November 2001, by the following vote: AYES: Councilmembers Pedro Gonzalez, Karyl Matsumoto and John R. Penna, Mayor Pro Tem Eugene R. Mullin and Mayor Joseph A. Femekes NOES: None. ABSTAIN: None. ABSENT: None. ATTEST: /} City Clerk EXHIBIT A REAL PROPERTY PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Purchase Agreement") is entered into this day of ,2001 ("Effective Date") by and between the THE CITY OF SOUTH SAN FRANCISCO, a municipal corporation of the State of California ("Seller") and ROBERT GIORGI ("Purchaser"). Recitals This Purchase Agreement is entered into upon the basis of the following facts, understandings and intentions of the parties: A. Seller is the owner of that certain real property ("Property") located in South San Francisco, California, and more particularly described in attached Exhibit A. B. Purchaser desires to purchase the Property from Seller, and Seller desires to sell the Property to Purchaser on the terms and conditions in this Purchase Agreement. C. Seller is selling the Property to Purchaser at the fair market value. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises and undertakings set forth herein, and for good and valuable consideration, the receipt and sufficiency 0fwhich are hereby acknowledged, the parties agree as'follows: 1. Purchase and Sale. Seller agrees tO sell the Property to Purchaser, and Purchaser agrees to purchase the Property from Seller, on the terms and conditions provided herein. 2. Purchase Price. The purchase price that Purchaser shall pay Seller for the Property (the "Purchase Price") shall be NINE THOUSAND ONE HUNDRED DOLLARS ($9,100,00). 3. Costs. Purchaser agrees to pay all of ~"scrow and title insurance costs associated with the purchase of the Property. 4. Possession. Seller shall deliver possession of the Property to Purchaser upon delivery of the Quitclaim Deed. 5. Disclaimer of Representations and Warranties. Purchaser and Seller agree that (i) except as specified in this Purchase Agreement, neither Seller nor any agent or representative of Seller has made any representations or warranties regarding the Property, including without limitation any representations or warranties concerning the Property's physical condition, access, zoning laws, environmental matters, utilities, physical equipment or fixtures on the Property, or any other matter affecting the Property or the use of the Property; and (ii) except for the representations and warranties in this Purchase Agreement, Purchaser has not relied and will not rely on any implied warranties, guaranties, statements, representations, or information about the Property, whether made by Seller or any agents or representatives of Seller. Purchaser has examined the Property, is familiar with its physical condition, and accepts the Property in an "as is" condition. Seller has not made and does not make any representations as to the physical condition of the Property. 6. Environmental Indemnity. After delivery of the Quitclaim Deed, Purchaser shall, and hereby agrees to, unconditionally and fully indemnify, reimburse, defend, protect and hold Seller harmless from and against all claims, demands, damages, losses, liabilities, fines, orders, judgments, actions, injunctive or other relief (whether or not based on personal injury, property damage, contamination of, or adverse effects upon, the environment or natural resources), costs, economic or other loss, expenses (including without limitation attorneys' fees and any expenses associated with the investigation, assessment, monitoring, response, removal, treatment, abatement or remediation of Hazardous Materials (as defined in attached Exhibit B) on the Property), and administrative, enforcement or judicial proceedings, whether known or unknown, and which might, at any time, directly or indirectly, or in whole or in part, be (i) caused by, arise out of or be related to the presence, release or discharge or alleged presence, release or discharge of any Hazardous Materials in, on or under the Property; or (ii) be based on any Environmental Law (as defined in attached Exhibit B) applicable to the Property. 7. Risk of Loss. In the event of any damage or other loss to the Property, or any portion thereof, caused by fire or other casualty prior to the delivery of the Quitclaim Deed, Purchaser shall not be entitled to terminate this Purchase Agreement, but shall be obligated to purchase the Property as provided in this Purchase Agreement, without abatement in the Purchase Price. 8. Accuracy as of Closing. In the event of any material change to any of the representations or warranties contained herein before delivery of the Quitclaim Deed, the party with knowledge of such change shall promptly notify the other party. 9. Assignment. This Purchase Agreement shall not be assigned by Purchaser without Seller's prior written approval, which approval shall not be unreasonably withheld, provided that Purchaser shall remain liable for the performance of all of Purchaser's obligations under this Purchase Agreement. Notwithstanding, Purchaser may assign this Purchase Agreement to: (i) a subsidiary, affiliate, parent or other entity which controls, is controlled by, or is under common control with Purchaser; (ii) a successor corporation related to Purchaser by merger, consolidation, non-bankruptcy reorganization, or government action; or (iii) a joint venture in which Purchaser or any successor in interest to Purchaser under the preceding clauses (i) or (ii) is a venturer or partner. 10. Brokers. Each party warrants and represents to the other that no brokers have been retained or consulted in connection with this transaction. Each party agrees to defend, indemnify and hold harmless the other party from any claims, expenses, costs or liabilities arising in connection real estate commissions or brokerage fees which may arise from this Purchase Agreement and be incurred by the other party. 11. Notices. All notices, demands, requests, and other communications between Seller and Purchaser under this Purchase Agreement made by either party shall be in writing and shall be sent by registered or certified mail, postage prepaid, return receipt requested (in which case notice shall be deemed delivered three (3) business days after the date sent), or delivered personally (in which case notice shall be deemed delivered on the date of such delivery), to the principal offices of Seller and Purchaser as follows: Seller: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94083 Purchaser: Robert Giorgi 212 Baden Avenue South San Francisco, CA 94080 Such written notices, demands, requests and other communications may be sent or delivered to such other addresses as the affected party may from time to time designate by giving notice to the other party. Notice of a change of address shall not be effective unless and until such notice is sent or delivered in accordance with this Section. 12. Litigation Costs. If any legal action or any other proceeding, including arbitration (excepting that provided for in Section 4 above) or action for declaratory relief, is brought for the enforcement of this Purchase Agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with this Purchase Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs, in addition to any other relief to which the party may be entitled. 13. Waivers. No waiver of any breach of any covenant or provision of this Purchase Agreement shall be deemed a waiver of any other covenant or provision in this Purchase Agreement, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. 14. Successors. This Purchase Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors and assignees of the parties to this Purchase Agreement. 15. Provisions Not Merged With Deeds. None of the provisions of this Purchase Agreement are intended to or shall be merged by any quitclaim deed transferring title to the Property from Seller to Purchaser, and any such quitclaim deed shall not be deemed to affect or impair the terms, conditions and covenants of this Purchase Agreement. 16. Construction. Headings at the beginning of each Section are solely for the convenience of the parties and are not part of and shall not be used to interpret this Purchase Agreement. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. 17. Action or Approval. Where action and/or approval by Seller is required by this Purchase Agreement, it may act on and/or approve such matter by and through its City Manager/Executive Director, unless the City Manager/Executive Director determines in his or her discretion that the City Council/Redevelopment Agency must undertake such action and/or approval, in which case the City Manager/Executive Director shall refer such matter to the City Council/Redevelopment Agency for consideration. 18. Integration, This Purchase Agreement contains the entire agreement between the parties and supersedes all previous or contemporaneous agreements, understandings, representations or statements between the parties respecting the purchase and sale of the Property. 19. Counterparts. This Purchase Agreement may be executed in on or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. 20. Severability. If any term, provision, covenant or condition of this Purchase Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. 21. Authority of Parties. Each of the parties to this Purchase Agreement represents and warrants that the persons who have executed this Purchase Agreement have been authorized to do so by the party on whose behalf the party is signing and that each party has a good and legal right to enter into this Purchase Agreement and to perform all of its terms and conditions. 22. Third Party Rights. Nothing in this Purchase Agreement is intended to confer upon any person, other than the parties to this Purchase Agreement and their respective successors and assigns, any rights or remedies under this Purchase Agreement. 23. Parties Not Co-Venturers. Nothing in this Purchase Agreement is intended to or does establish the parties as partners, co-venturers, or principal and agent with one another. 24. Conflicts of Interest. No member, official or employee of Seller shall make any decision relating to the Purchase Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. 25. Non-Liability of Officials, Employees and Agents. No member, official, employee or agent of Seller shall be personally liable to Purchaser, or any assignee or successor in interest, 4 in the event of any default or breach by Seller or for any amount which may become due to Purchaser or assignee or successor in interest on any obligation under the terms of this Purchase Agreement. 26. Time of the Essence. Time is of the essence for each condition, term and provision of thi~ Purchage Agreement. 27. Amendment. This Purchase Agreement may be amended or modified only by a written instrument executed by Seller and Purchaser. 28. Exhibits. All Exhibits referred to in this Purchase Agreement are incorporated herein by this reference and made a part hereof. 29. Governing Law. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State of California. (end of sections) 5 IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement as of the day and year first above written. CITY OF SOUTH SAN FRANCISCO ROBERT GIORGI Michael A. Wilson, City Manager Robert Giorgi ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney EXHIBIT A TO REAL PROPERTY PURCHASE AND SALE AGREEMENT [Legal description of the Real Property] BADEN A VENUE SOUTH 24 SCALE 1"= 20' N 74'27'00" W "-- ~.oo' d'"'~:4-~-' I E LOCKI141 FIRANCiISCO SAN PLAT I 25 /,.- SECOND INO 26 I 27 J I I I 3,640 SF I 7,170.7+/- SF 50.0' I 26.00' q t"" 43;00' N 74"27'00" W .[.~NE 'OMINGUEZ ASSOCIATES 306 RAILROAD AVE. SOUTH SAN FRANCISCO, CA. 94080 PH. (650) 588-0915 1 OF1 7/12/01 G109808 EXHIBIT FOOT STRIP - CITY OF SOUTH SAN FRANCISCO TO GIORGI All that certain real property situate in the City of South San Francisco, County of San Mateo, State of California and being more particularly described as follows: The Northwesterly 1 foot, by perpendicular measure, of Lot 26, in Block 141, as said Lot and Block are shown on that certain map entitled "SOUTH SAN FRANCISCO, PLAT NO. 1", filed in the office of the County Recorder of San Mateo County, State of California, on March 1, 1892 in Book w of Maps at page 52. EXHIBIT ADJUSTED LANDS OF GIORGI All that certain real property situate in the City of South San Francisco, County of San Mateo, State of California and being described as follows: Lot 25 and the Northwesterly 1 foot, by perpendicular measure, of Lot 26, in Block 141, as said Lots and Block are shown on that certain map entitled "SOUTH SAN FRANCISCO, PLAT NO. 1", filed in the office of the County Recorder of San Mateo County, State of California, on March 1, 1892 in Book w of Maps at page 52, said lands being more particularly described as follows: Beginning at a point on the southwesterly line of Baden Avenue, as shown on said map, at the northwesterly comer of said Lot 25; Thence along said line of Baden Avenue and the northeasterly lines of said Lots 25 and 26, South 74o27'00" East, 26.00 feet to a point on a line which lies parallel to and 1 foot, by perpendicular measure, southeasterly of the northwesterly line of said Lot 26; Thence leaving said line of Baden Avenue and along said parallel line, South 15o33'00" West 140.00 feet to the southwesterly line of said Lot 26; Thence at right angles and along the southwesterly line of said Lots 26 and Lot 25, North 74°27'00" West 26.00 feet to the Southwesterly comer of said Lot 25; thence along the northwesterly line of said Lot 25, North 15o33'00" East 140.00 feet to the Point of Beginning. Said Lands containing 3,640 Sq. Ft., more or less. Description prepared by: ~~ ~C~~ EXHIBIT ADJUSTED LANDS OF THE CITY OF SOUTH SAN FRANCISCO All that certain real property situate in the City of South San Francisco, County of San Mateo, State of California and being described as follows: Lots 26 and 27 in Block 141, as said Lots and Block are shown on that certain map entitled "SOUTH SAN FRANCISCO, PLAT NO. 1", filed in the office of the County Recorder of San Mateo County, State of California, on March 1, 1892 in Book w of Maps at page 52, EXCEPTING therefrom the Northwesterly 1 foot, by perpendicular measure, of Lot 26, said lands being more particularly described as follows: Beginning at the intersection of the southeasterly line of Baden Avenue and the northwesterly line of Cypress Avenue as said Avenues are shown on said map, said point being the most northeasterly comer of said Lot 27, Thence along said line of Baden Avenue and the northeasterly lines of said Lot 27 and Lot 26, North 74o27'00" West 59.44 feet, more or less, to a point on a line which lies parallel to and 1 foot, by perpendicular measure, southeasterly of the northwesterly line of said Lot 26; Thence leaving said line of Baden Avenue and along said parallel line, South 15o33'00" West 140.00 feet to the southwesterly line of said Lot 26; Thence at right angles and along the southwesterly line of said Lots 26 and Lot 27, South 74o27'00" East 43.00 feet, more or less, to the northwesterly line of Cypress Avenue; Thence along said line of Cypress Avenue, 140.96 feet, more or less, to the Point of Beginning. Said Lands containing 7,170.7 Sq. Ft., more or less. Description Prepared by:~~ [(-'~ ~~ EXHIBIT EXHIBIT B TO REAL PROPERTY PURCHASE AND SALE AGREEMENT "Environmental Law" means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to Hazardous Materials (as defined below) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [ 15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health aod Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder. "Hazardous Materials" means any substance, material or waste which is or becomes regulated by any federal, state or local governmental authority, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a "hazardous substance," "hazardous material, "hazardous waste, "toxic waste," "toxic pollutant, .... toxic substance," "solid waste," or "pollutant or contaminant" in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act [ 15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water EXHIBIT Quality Control Act [Califomia Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any "Superfund" or "Superlien" law, or any Environmental Law (as defined above); or (v) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. F:\wpdhMnrsw\738\001XAgreeUuly\Giorgi sale and purchase 7_27.doc EXHIBIT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Robert Giorgi 212 Baden Avenue South San Francisco, California 94080 (Space Above This Line Reserved For Recorder's Use) OUITCLAIM DEED For valuable consideration, receipt of which is hereby acknowledged, the City of South San Francisco, a political corporation ("Transferor"), does hereby remise, release, and forever quitclaim to Robert Giorgi ("Transferee"), all right, title, and interest Transferor has in the real property located in the portion of South San Francisco, County of San Mateo, State of California, as described in the attached Exhibit "A" and incorporated into this Quitclaim Deed and made a part hereof the same as if particularly set forth herein. IN WITNESS WHEREOF, Transferor and Transferee have caused this Quitclaim Deed to be executed on their behalf by their respective officers duly authorized, this __ day of ,2001. CITY OF SOUTH SAN FRANCISCO ROBERT GIORGI Michael A. Wilson, City Manager Robert Giorgi ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney The provisions of this Quitclaim Deed are hereby approved and accepted. 10 EXHIBIT A TO QUITCLAIM DEED [Legal Description of the Property] 11 ~ BA DE,N AVENUE SOUTH N 74'27'00" W 59.44 '"'-- 26.00' --~' ~"-- "~ ' / I BLOCKI1 41 SAN FIR AN CiI SCO PLAT 24 I N 0 1.00' 2~ III 26 I 3,640 SF SCALE 1" = 20' SECOND 26.00' N 74'27'00" W L~NE DOMINGUEZ ASSOCIATES 306 RAILROAD AVE. SOUTH SAN FRANCISCO, CA. 94080 PH. (650) 588-0915 I 27 I I 7,170.7+/- SF I I 43!00' 50.0' 1 OF1 7/12/01 G109808 EXHIBIT 1 FOOT STRIP - CITY OF SOUTH SAN FRANCISCO TO GIORGI All that certain real property situate in the City of South San Francisco, County of San Mateo, State of California and being more particularly described as follows: The Northwesterly 1 foot, by perpendicular measure, of Lot 26, in Block 141, as said Lot and Block are shown on that certain map entitled "SOUTH SAN FRANCISCO, PLAT NO. 1", filed in the office of the County Recorder of San Mateo County, State of California, on March 1, 1892 in Book w of Maps at page 52. EXHIBIT ADJUSTED LANDS OF GIORGI All that certain real property s{tuate in the City of gouth gan Francisco, County of San Mateo, State of California and being described as follows: Lot 25 and the Northwesterly 1 foot, by perpendicular measure, of Lot 26, in Block 141, as said Lots and Block are shown on that certain map entitled "SOUTH SAN FRANCISCO, PLAT NO. 1", filed in the office of the County Recorder of San Mateo County, State of Califomia, on March 1, 1892 in Book w of Maps at page 52, said lands being more particularly described as follows: Beginning at a point on the southwesterly line of Baden Avenue, as shown on said map, at the n6rthwesterly comer of said Lot 25; Thence along said line of Baden Avenue and the northeasterly lines of said Lots 25 and 26, South 74°27'00'' East, 26.00 feet to a point on a line which lies parallel to and 1 foot, by perpendicular measure, southeasterly of the northwesterly line of said Lot 26; Thence leaving said line of Baden Avenue and along said parallel line, South 15033'00" West 140.00 feet to the southwesterly line of said Lot 26; Thence at right angles and along the southwesterly line of said Lots 26 and Lot 25, North 74027'00" West 26.00 feet to the Southwesterly comer of said Lot 25; thence along the northwesterly line of said Lot 25, North 15°33'00" East 140.00 feet to the Point of Beginning. Said Lands containing 3,640 Sq. Ft., more or less. Description prepared b .'~o X~7~/(>~t~~2~,) EXHIBIT ADJUSTED LANDS OF THE CITY OF SOUTH SAN FRANCISCO All that certain real property situate in the City of South San Francisco, County of San Mateo, State of California and being described as follows: Lots 26 and 27 in Block 141, as said Lots and Block are shown on that certain map entitled "SOUTH SAN FRANCISCO, PLAT NO. 1", filed in the office of the County Recorder of San Mateo County, State of California, on March 1, 1892 in Book w of Maps at page 52, EXCEPTING therefrom the Northwesterly 1 foot, by perpendicular measure, of Lot 26, said lands being more particularly described as follows: Beginning at the intersection of the southeasterly line of Baden Avenue and the northwesterly line of Cypress Avenue as said Avenues are shown on said map, said point being the most northeasterly comer of said Lot 27, Thence along said line of Baden Avenue and the northeasterly lines of said Lot 27 and Lot 26, North 74027'00'' West 59.44 feet, more or less, to a point on a line which lies parallel to and 1 foot, by perpendicular measure, southeasterly of the northwesterly line of said Lot 26; Thence leaving said line of Baden Avenue and along said parallel line, South 15033'00" West 140.00 feet to the southwesterly line of said Lot 26; Thence at fight angles and along the southwesterly line of said Lots 26 and Lot 27, South 74°27'00" East 43.00 feet, more or less, to the northwesterly line of Cypress Avenue; Thence along said line of Cypress Avenue, 140.96 feet, more or less, to the Point of Beginning. Said Lands containing 7,170.7 Sq. Ft., more or less. Description Prepared bY: ("~'-~d~7.~,/ /~~ EXh'iBII ACKNOWLEDGMENT State of California County of San Mateo On before me, a Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. NOTARY PUBLIC F:\wpdWlnrsw\738\00 l~AgreeXJulyXGiorgi sale and purchase 7_27.doc 12