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PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this “Agreement”) is entered into as of ___________, 2024 (the “Effective
Date”), by and between the CITY OF SOUTH SAN FRANCISCO, a California municipal
corporation (“Purchaser”), and GIFFRA ENTERPRISES, LLC, a California limited liability
company (“Seller”). Seller and Purchaser are individually referred to herein as a “Party,” and
collectively referred to herein as the “Parties.”
RECITALS
A. Seller is the owner of three parcels of improved real property located at 226-230
Grand Avenue, 232-238 Grand Avenue, and 240-246 Grand Avenue, South San Francisco,
California, designated as APN Nos. 012-315-130, 012-315-140, and 012-315-150 (the
“Property”). The Property is approximately 0.48 acres in size, and is improved with structures
used for commercial purposes, together with associated parking and landscaping. The Property
is more particularly described in Exhibit “A” attached hereto and incorporated herein by this
reference.
B. Purchaser desires to acquire the Property from Seller for public purposes in its
“as-is” condition, and Seller desires to sell the Property to Purchaser, on the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
contained in this Agreement, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged by the Parties, Seller and Purchaser hereby agree as
follows:
1. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals set forth
above and the Exhibits attached to this Agreement are each incorporated into the body of this
Agreement.
2. PURCHASE AND SALE
2.1 Agreement to Buy and Sell. Subject to the terms and conditions set forth
herein, Seller hereby agrees to sell the Property to Purchaser, and Purchaser hereby agrees to
purchase the Property from Seller. The Property shall include the following:
(a) All of Seller’s right, title and interest in and to all rights, privileges,
tenements, hereditaments, rights-of-way, easements, licenses, appurtenances, mineral rights,
development rights, permits, approvals, air rights, and water and riparian rights belonging or
appertaining to the Property or any improvements thereon.
(b) All of Seller’s right, title and interest in and to all buildings, fixtures,
structures, parking areas, landscaping and other improvements constructed and located on the
Property, including, but not limited to, Seller’s right, title and interest in and to any machinery and
mechanical equipment, space heaters, heating, ventilation and air conditioning systems and
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equipment, air lines, plumbing systems, electrical systems and electrical distribution systems
(power panels, buss ducting, conduits, disconnects, lighting fixtures), telephone distribution
systems (lines, jacks and connections), fire sprinkler systems, security systems, carpets, window
coverings, wall coverings, but excluding any such items owned by Existing Tenants or public or
private utilities.
(c) All of Seller’s interests, if any, in and to all trade names, trademarks
or intellectual property, warranties, guarantees, plans, specifications, architects’, engineers’, and
all other consultants’ contracts, reports and all governmental approvals obtained or applied for as
of the date of this Agreement relating to the Property or any improvements thereon.
2.2 Purchase Price. The purchase price for the Property to be paid by
Purchaser to Seller (the “Purchase Price”) is Seven Million One Hundred Thousand Dollars
($7,100,000). The Purchase Price will be paid in immediately available funds to Seller on the
Outside Closing Date (defined below) through the Escrow.
2.3 Deposit. Purchaser has previously deposited into the Escrow the sum of
Twenty-Five Thousand Dollars ($25,000) (the “Initial Deposit”), and the additional sum of Three
Hundred Fifty-Five Thousand Dollars ($355,000) (the “Additional Deposit”). The Initial Deposit
and Additional Deposit (collectively referred to as the “Deposit”) shall be applicable toward the
Purchase Price. Purchaser shall be entitled to a refund of the Additional Deposit if this Agreement
is terminated prior to the Close of Escrow, and the Closing does not actually occur, for any reason
other than the Default of Purchaser.
2.4 Existing Tenants. Seller and Purchaser acknowledge that there are
multiple tenants occupying portions of the Property, as identified on the “Rent Roll” attached
hereto as Exhibit “B” and incorporated herein (the “Existing Tenants”). Seller shall deliver to
Purchaser a copy of each of the Leases between Seller and the Existing Tenants (the “Leases”)
within ten (10) days after the Effective Date. The Parties intend that each of the Existing Tenants
will be permitted to remain as occupants of the Property until and after the Close of Escrow. Seller
and Purchaser shall execute an Assignment of Leases, substantially in the form attached hereto as
Exhibit “C” and incorporated herein, pursuant to which Seller will assign to Purchaser all of its
right, title and interest in the Leases, including any Existing Tenant deposits (the “Assignment of
Leases”). Seller shall obtain and deliver into the Escrow an estoppel certificate from each of the
Existing Tenants, substantially in the form attached hereto as Exhibit “D” and incorporated herein
(the “Estoppel Certificates”). Seller shall not terminate or amend the Lease with any Existing
Tenant, or notify any Existing Tenant to vacate the Property, without the prior written approval of
Purchaser. Purchaser shall be solely responsible for any relocation assistance or payments that
may be due to the Existing Tenants as a result of this transaction or Purchaser’s later displacement
of any of the Existing Tenants.
3. ESCROW
3.1 Escrow Account. Prior to execution of this Agreement, Purchaser has
opened an escrow account (the “Escrow”) with Chicago Title Insurance Company (the “Escrow
Holder”). Escrow Holder shall perform all Escrow and title services in connection with this
Agreement.
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3.2 Deposit of Agreement. Within three (3) days after the Effective Date, the
Parties will deposit into Escrow a fully executed copy of this Agreement, or executed counterparts
thereto.
4. DUE DILIGENCE AND PRE-CLOSING REQUIREMENTS
4.1 Condition of Title/Preliminary Report. Upon or prior to the Opening of
Escrow, Chicago Title Insurance Company (the “Title Agent”) shall deliver to Purchaser a
Preliminary Report for the Property (the “Preliminary Report”). Purchaser shall have thirty (30)
days after receipt to approve the Preliminary Report in writing (the “Purchaser Title Notice”),
provided that all existing deeds of trust, mechanic’s liens and other financial liens and
encumbrances shall be paid off and removed from title concurrently with or prior to the Closing.
If there are any changes to the Preliminary Report prior to Closing, Purchaser shall have thirty (30)
days after receipt of the revised Preliminary Report to approve such changes. The exceptions to
the Preliminary Report that are not disapproved by Purchaser in the Purchaser Title Notice are
referred to herein as the “Permitted Exceptions.”
4.2 Due Diligence Contingency Period . Purchaser will have ninety (90) days
from the Effective Date (the “Due Diligence Contingency Period”) to complete physical
inspections of the Property and due diligence related to the purchase of the Property.
4.3 Seller Delivery of Due Diligence Materials. Within five (5) days after the
Effective Date, Seller shall provide to Purchaser copies of all plans, studies, records, reports,
governmental notices and approvals, and other written materials related to the use, occupancy or
condition of the Property that Seller has in its possession, including without limitation
environmental, geotechnical, engineering and land surveys.
4.4 Natural Hazard Disclosure. Purchaser and Seller acknowledge that Seller
is required to disclose if any of the Property lies within the following natural hazard areas or zones:
(i) a special flood hazard area designated by the Federal Emergency Management Agency; (ii) an
area of potential flooding; (iii) a very high fire hazard severity zone; (iv) a wild land area that may
contain substantial forest fire risks and hazards; (v) an earthquake fault or special studies zone; or
(vi) a seismic hazard zone. Purchaser acknowledges that Seller intends to employ the services of
an independent natural hazard disclosure company to examine the maps and other information
specifically made available to the public by government agencies and to report the results of its
examination to Purchaser in writing.
4.5 Inspection of Property. During the Due Diligence Contingency Period,
Purchaser, its agents, contractors and employees shall have the right to enter upon the Property for
the purpose of making inspections, surveying the Property, and to perform Phase I and Phase II
environmental site analyses, geotechnical tests, structural engineering studies, surveys and other
physical testing of the Property at Purchaser’s sole risk, cost and expense. All of such entries upon
the Property shall be at reasonable times during normal business hours and after at least twenty-
four (24) hours’ prior notice to Seller, and Seller or Seller’s agent shall have the right to accompany
Purchaser during any activities performed by Purchaser on the Property. At Seller’s request,
Purchaser shall provide Seller with a copy of the results of any tests and inspections made by
Purchaser, at no cost to Seller. If any inspection or test disturbs the Property, Purchaser will restore
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the Property to the substantially the same condition as existed before the inspection or test.
Purchaser shall defend, indemnify and hold Seller and the Property harmless from and against any
and all losses, costs, damages, claims or liabilities, including but not limited to, mechanic’s and
materialmen’s liens, arising out of or in connection with Purchaser’s inspection of the Property as
allowed pursuant to this Section 4.5. The provisions of this Section 4.5 shall survive the Closing
or any earlier termination of this Agreement.
4.6 Satisfaction of Due Diligence Contingency. Purchaser shall have the
right, in its sole and absolute discretion, to terminate this Agreement for any reason, or no reason,
until the expiration of the Due Diligence Contingency Period. If Purchaser elects to terminate this
Agreement, Purchaser shall provide written notice to Seller prior to the expiration of the Due
Diligence Contingency Period of Purchaser’s election to terminate the Agreement. Upon provision
of such notice to Seller, this Agreement will terminate, and the Additional Deposit deposited by
Purchaser into Escrow will be returned to Purchaser, and neither Party will have any further rights
or obligations hereunder except those which expressly survive the termination of this Agreement.
4.7 Damage and Destruction Prior to Closing. If prior to Closing the
Property is damaged by fire or other casualty, Seller shall reasonably estimate the cost to repair
and the time required to complete repairs (both of which shall be supported by independent third
party reports) and will provide Purchaser written notice of Seller's estimate (the “Casualty
Notice”) as soon as reasonably possible after the occurrence of the casualty. In the event of any
damage to or destruction of the Property or any portion thereof prior to Closing, Purchaser may,
at its option, terminate this Agreement by delivering written notice to the Seller on or before the
expiration of fifteen (15) days after the date Seller delivers the Casualty Notice to Purchaser (and
if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) day period
to make such election). Upon any such termination, the Deposit and any monies deposited into
Escrow by Purchaser and interest earned thereon shall be returned to Purchaser and the parties
hereto shall have no further rights or obligations hereunder, other than those that by their terms
survive the termination of this Agreement. If Purchaser does not so terminate this Agreement
within said fifteen (15) day period, then the parties shall proceed under this Agreement and close
on schedule (subject to extension of Closing as provided above), and as of Closing, Seller shall
assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller's
rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to
any period on and after the Closing Date) due to Seller as a result of such damage or destruction,
and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a
credit at Closing for any deductible amount under such insurance policies. .
5. CLOSING AND PAYMENT OF PURCHASE PRICE
5.1 Closing. The closing (“Closing” or “Close of Escrow”) will occur no later
than one hundred twenty (120) days after the Effective Date (“Outside Closing Date”). In the
event that Closing has not occurred on or prior to the Outside Closing Date, either Party not then
in default may, upon five (5) days advance written notice to the other Party, terminate this
Agreement and the Escrow. As long as neither Party so elects to terminate this Agreement and the
Escrow, Escrow Holder shall close the Escrow as soon as possible. Upon any such termination of
this Agreement, neither Party shall have any further rights or obligations hereunder, except for the
rights and obligations expressly provided to survive termination of this Agreement.
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5.2 Purchaser’s Conditions to Closing. Purchaser's obligation to purchase the
Property is subject to the satisfaction of all of the following conditions or Purchaser's written
waiver (in Purchaser’s sole discretion) of such conditions on or before the Outside Closing Date:
(a) Expiration of the Due Diligence Contingency Period with no
exercise by Purchaser of its rights under this Agreement to terminate this Agreement.
(b) Seller has deposited into the Escrow a fully executed “Grant Deed”
in the form of Exhibit “E” hereof, an “Assignment of Leases” in the form of Exhibit “C” hereof; a
“Non-Foreign Affidavit” (as defined in Section 5.5(a) below), a “California Certificate” (as
defined in Section 5.5(a) below), and all other documents to be submitted by Seller pursuant to
this Agreement, all duly executed by Seller (as appropriate).
(c) Each of the Existing Tenants of the Property has duly executed an
Estoppel in the form of Exhibit “D” hereof, and an original copy of each such Estoppel shall have
been delivered to Purchaser.
(d) Seller's representations and warranties herein are true and correct in
all material respects as of the Closing Date.
(e) Seller shall have removed all of Purchaser’s objections to title as
required pursuant to Section 5.4 hereof, and the Title Company shall be irrevocably committed to
issue a CLTA or ALTA Owner’s Title Policy to Purchaser, together with any endorsements
requested by Purchaser, effective as of the Closing Date, insuring title to Purchaser in the full
amount of the Purchase Price subject only to the Permitted Exceptions.
(f) Seller has performed all obligations to be performed by Seller
pursuant to this Agreement, and Seller is not in Default as of the Closing Date.
(g) Possession of the Property will be delivered to Purchaser
immediately upon the Close of Escrow, subject to the Leases to the Existing Tenants.
(h) There shall be no litigation or administrative proceeding pending or
threatened with respect to the Property as of the Closing, nor any moratoria which would adversely
impact the development, use or value of the Property.
(i) The Parties shall not have terminated this Agreement as a result of
Material Damage to or destruction of the Property pursuant to Section 4.8 hereof.
5.3 Seller’s Conditions to Closing. The Close of Escrow and Seller's
obligation to sell and convey the Property to Purchaser are subject to the satisfaction of the
following conditions or Seller's written waiver (in Seller’s sole discretion) of such conditions on
or before the Outside Closing Date:
(a) Purchaser has deposited into the Escrow the full amount of the
Purchase Price, and all other costs required by this Agreement to be paid by Purchaser.
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(b) Purchaser has deposited into the Escrow a fully executed
Acceptance of Grant Deed, and all other documents to be submitted by Purchaser pursuant to this
Agreement, all duly executed by Purchaser (as appropriate).
(c) Purchaser's representations and warranties set forth herein are true
and correct in all material respects as of the Closing Date.
(d) Purchaser has performed all obligations to be performed by
Purchaser pursuant to this Agreement on or before the Closing Date.
5.4 Conveyance of Title. Seller shall deliver fee simple title to Purchaser at
the Closing, subject only to the Permitted Exceptions. The Property shall be conveyed by Seller
to Purchaser in an “as is” condition, with no warranty, express or implied, by Seller as to the
physical condition of the Property including, but not limited to, the soil, its geology, or the presence
of known or unknown faults or Hazardous Substances on, in, under and adjacent to the Property,
the air, soil, and groundwater.
5.5 Deliveries at Closing.
(a) Deliveries by Seller. Seller shall deposit into the Escrow for
delivery to Purchaser at Closing: (i) a grant deed, substantially in the form of Exhibit “E” attached
hereto and incorporated herein (the “Grant Deed”); (ii) an affidavit or qualifying statement which
satisfies the requirements of paragraph 1445 of the Internal Revenue Code of 1986, as amended,
and any regulations thereunder (the “Non-Foreign Affidavit”); and (iii) a California Franchise
Tax Board Form 590 to satisfy the requirements of California Revenue and Taxation Code
Sections 18805(b) and 26131 (the “California Certificate”).
(b) Deliveries by Purchaser. No less than one (1) business day prior to
the Close of Escrow, Purchaser shall deposit into Escrow (i) the acceptance of the Grant Deed, and
(ii) immediately available funds in the amount which is equal to the Purchase Price as adjusted by
any prorations between the Parties, the Escrow fees and recording fees, and the cost of the Title
Policy and endorsements.
(c) Closing. Upon Closing, Escrow Holder shall: (i) record the Grant
Deed; (ii) disburse to Seller the Purchase Price, less Seller’s share of any property tax prorations
and rent prorations and other expenses payable hereunder; (iii) deliver to Purchaser the Non-
Foreign Affidavit, the California Certificate, and a conformed copy of the original recorded Grant
Deed; (iv) pay any expenses payable through Escrow; (v) distribute to itself the payment of Escrow
fees and expenses required hereunder, and (vi) direct the Title Company to issue the Title Policy
to Purchaser.
(d) Closing Costs.
(i) Seller will pay:
(1) All documentary transfer taxes and all transfer taxes
assessed by the County of San Mateo;
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(2) All costs associated with removing any title
exceptions which are disapproved by Purchaser;
(3) All costs associated with Seller’s attorneys’ fees and
brokers’ fees; and
(4) Seller’s share of prorations, if applicable.
(ii) Purchaser will pay:
(1) All Escrow and recording fees;
(2) The cost of the Owner’s Policy of Title Insurance and
the cost of any title endorsements which are requested by the Purchaser; and
(3) Purchaser’s share of prorations, if applicable.
If, as a result of no fault of Purchaser or Seller, Escrow fails to close, Purchaser shall pay
all of Escrow Holder's fees and charges; however, if the transaction fails to close as the result of
the default of either party, then such defaulting party shall bear all Escrow Holder's fees and
expenses. Purchaser shall bear all costs associated with its due diligence inspections regarding
the Property. All other costs and expenses shall be allocated between Purchaser and Seller in
accordance with the customary practice of the County of San Mateo for transactions of this type.
(e) Proration of Taxes. At the Close of Escrow, Seller shall be
responsible for a prorated share of property taxes and assessments due through the Close of
Escrow. In the event that, prior to the Close of Escrow, Seller has paid the installment of property
taxes and assessments applicable to the current period, there shall be no proration of property
taxes and assessments, and Seller shall be responsible for applying for a refund of any overpayment
of property taxes and assessments as a result of the acquisition of the Property by a public agency.
In the event any real property taxes are due and unpaid at the Close of Escrow for any periods prior
to the Close of Escrow, Escrow Holder is hereby authorized and instructed to pay such taxes from
proceeds due the Seller at the Close of Escrow. At the Close of Escrow, the Purchaser will file a
Preliminary Change of Ownership Report and any necessary documentation with the County
Assessor-County Clerk-Recorder for the property tax exemption, and shall be responsible for
coordinating with Escrow Holder for the payment of any periods occurring from and after the
Close of Escrow (if any are due or payable). Seller shall have the right, after Close of Escrow, to
apply for a refund to the County Tax Collector/Assessor outside of Escrow for any overpayments,
and if eligible, to receive such refund.
(f) Rent Proration and Security Deposits. Rents paid by the Existing
Tenants shall be prorated through the Close of Escrow, and Seller shall transfer all security deposits
of Existing Tenants to Purchaser through the Escrow.
(g) Utility Deposits. Seller will notify all utility companies servicing
the Property, if any, of the sale of the Property to Purchaser and will request that such companies
send Seller a final bill for the period ending on the last day before the Close of Escrow. Purchaser
will notify the utility companies that all utility bills for the period commencing on the Close of
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Escrow are to be sent to Purchaser. If Seller receives a bill for utilities provided to the Property
for the period in which the Close of Escrow occurred, Seller shall be responsible to pay the bill.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS
6.1 Seller’s Representations, Warranties and Covenants. In addition to the
representations, warranties and covenants of Seller contained in other sections of this Agreement,
Seller hereby represents, warrants and covenants to Purchaser that the statements below in this
Section 6.1 are each true and correct as of the Closing Date provided however, if to Seller’s actual
knowledge any such statement becomes untrue prior to Closing, Seller will notify Purchaser in
writing and Purchaser will have ten (10) days thereafter to determine if Purchaser wishes to
proceed with Closing.
(a) Authority. Seller has the full right, capacity, power and authority to
enter into and carry out the terms of this Agreement. This Agreement has been duly executed by
Seller, and upon delivery to and execution by Purchaser is a valid and binding agreement of Seller.
All the instruments, agreements and other documents executed by Seller that are to be delivered
to Purchaser at Closing are and at the time of Closing will be duly authorized, executed and
delivered by Seller, and will be the valid and binding agreements and obligations of Seller
enforceable in accordance with their respective terms.
(b) Encumbrances. Seller has not alienated, encumbered, transferred,
mortgaged, assigned, pledged, or otherwise conveyed its interest in the Property or any portion
thereof, nor entered into any agreement to do so, and there are no liens, encumbrances, mortgages,
covenants, conditions, reservations, restrictions, easements or other matters affecting the Property,
except as disclosed in the Preliminary Report. Seller will not, directly or indirectly, alienate,
encumber, transfer, mortgage, assign, pledge, or otherwise convey its interest in the Property or
any portion thereof prior to the Close of Escrow, as long as this Agreement is in force.
(c) Other Agreements. There are no agreements affecting the Property
except those which have been disclosed by Seller to Purchaser. There are no agreements which
will be binding on the Purchaser or the Property after the Close of Escrow which cannot be
terminated on thirty (30) days prior written notice.
(d) Leases. Between the Effective Date and the earlier of the Closing
or the termination of this Agreement, Seller shall not enter into any new leases or extend the term
of any existing Leases of any portion of the Property.
(e) Title. Except as disclosed herein, and in the Preliminary Report,
Seller has no actual knowledge of any unrecorded or undisclosed legal or equitable interest in the
Property owned or claimed by anyone other than Seller.
(f) Litigation. There is no pending, or, to Seller’s actual knowledge,
threatened litigation, administrative proceeding or other legal or governmental action with respect
to the Property.
(g) Disclosure. Seller has disclosed all material facts with respect to the
Property of which Seller has actual knowledge, and Seller further represents that it has performed
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a reasonably diligent search of Seller’s place of business for non-privileged documents relevant
and material to the condition of the Property and provided a copy of such documents to Purchaser.
(h) Non-Foreign Person. Seller is not a foreign person as defined in
Internal Revenue Code section 1445(f)(3).
The truth and accuracy of each of the representations and warranties, and the
performance of all covenants of Seller contained in this Agreement are conditions precedent to
Purchaser’s obligation to proceed with the Closing hereunder. The foregoing representations and
warranties shall survive the expiration, termination, or Close of Escrow of this Agreement and
shall not be deemed merged into the deed upon closing.
6.2 Purchaser’s Representations and Warranties. In addition to the
representations, warranties and covenants of Purchaser contained in other sections of this
Agreement, Purchaser hereby represents, warrants and covenants to Seller that the statements
below in this Section 6.2 are each true as of the Effective Date, and, if to Purchaser’s actual
knowledge any such statement becomes untrue prior to Closing, Purchaser shall so notify Seller in
writing and Seller shall have ten (10) days thereafter to determine if Seller wishes to proceed with
Closing.
(a) Purchaser is a California city and municipal corporation, in good
standing under the laws of the State of California. Purchaser has the full right, capacity, power
and authority to enter into and carry out the terms of this Agreement. This Agreement has been
duly executed by Purchaser, and upon delivery to and execution by Seller shall be a valid and
binding agreement of Purchaser.
(b) Purchaser is not bankrupt or insolvent under any applicable federal
or state standard, has not filed for protection or relief under any applicable bankruptcy or creditor
protection statute, and has not been threatened by creditors with an involuntary application of any
applicable bankruptcy or creditor protection statute.
The truth and accuracy of each of the representations and warranties, and the
performance of all covenants of Purchaser contained in this Agreement are conditions precedent
to Seller’s obligation to proceed with the Closing hereunder.
7. ENVIRONMENTAL OBLIGATIONS
7.1 Seller Responsibilities. California Health & Safety Code Section 25359.7
requires owners of real property who know, or have reasonable cause to believe, that any release
of Hazardous Substances are located on or beneath the real property to provide written notice of
same to the buyer of real property. Other applicable laws require Seller to provide certain
disclosures regarding natural hazards affecting the Property. Seller shall disclose to Purchaser the
actual knowledge Seller has with respect to the deposit of Hazardous Substances on the Property,
if any. Seller agrees to make all disclosures required by law within ten (10) days after the Effective
Date. Seller's responsibility and obligations of this section are solely limited to Seller's knowledge
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of, or Seller's reasonable cause to believe, Hazardous Substances that have been stored upon or
released upon or under the Property.
7.2 As Is Sale. Notwithstanding anything to the contrary in this Agreement,
except for Seller’s representations and warranties in Section 6.1 hereof (“Seller’s Warranties”),
this sale is made and will be made without representation, covenant, or warranty of any kind by
Seller. As a material part of the consideration for this Agreement, Purchaser agrees to accept the
Property on an “as is” and “where is” basis, with all faults, and without any representation or
warranty, all of which Seller hereby disclaims, except for Seller’s Warranties. Except for Seller’s
Warranties, no warranty or representation is made by Seller as to fitness for any particular purpose,
merchantability, design, quality, condition, operation or income, compliance with drawings or
specifications, absence of defects, absence of hazardous or toxic substances, hazardous materials,
hazardous wastes, absence of faults, flooding, or compliance with laws and regulations including,
without limitation, those relating to health, safety, and the environment. Purchaser acknowledges
that it has entered into this Agreement with the intention of making and relying upon its own
investigation of the physical, environmental, economic use, compliance, and legal condition of the
Property and that Purchaser is not now relying, and will not later rely, upon any representations
and warranties made by Seller or anyone acting or claiming to act, by, through or under or on
Seller’s behalf concerning the Property, except for Seller’s Warranties, Seller’s representations
and warranties set forth in Section 6.1 hereof, and any other representations and warranties of
Seller set forth in this Agreement. The provisions of this Section 7.2 shall survive indefinitely any
closing or termination of this Agreement.
7.3 Hazardous Substances. For purposes of this Agreement, “Hazardous
Substances” means all of the following:
(a) Any substance, product, waste or other material of any nature
whatsoever which is or becomes defined, listed or regulated as a “hazardous substance”,
“hazardous material”, “hazardous waste”, “toxic substance”, “solid waste” or similarly defined
substance, product, waste or other material pursuant to any Environmental Law (which
Environmental Law shall include any and all regulations in the Code of Federal Regulations or
any other regulations implemented under the authority of such Environmental Law), including all
of the following and their state equivalents or implementing laws: (i) the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601, et seq. (“CERCLA”);
(ii) the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et. seq.; (iii) those substances
listed on the United States Department of Transportation Table (49 C.F.R. 172.01 and amendments
thereto); (iv) The Resource Conservation and Recovery Act, 42 U.S.C. §6901 et. seq. (“RCRA”);
(v) the Toxic Substances Control Act, 15 U.S.C. §2601 et. seq.; (vi) the Clean Water Act, 33 U.S.C.
§1251 et. seq.; (vii) the Clean Air Act, 42 U.S.C. §7401 et. seq.; and (viii) any other Federal, state
or local law, regulating, relating to, or imposing liability or standards of conduct concerning, any
hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in
effect; or any substance, product, waste or other material of any nature whatsoever which may give
rise to liability under any of the above laws or under any statutory or common law theory based
on negligence, trespass, intentional tort, nuisance or strict liability or under any reported decisions
of a state or Federal court.
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(b) Any Environmental Law, petroleum, any petroleum by-products,
waste oil, crude oil or natural gas;
(c) Any material, waste or substance that is or contains asbestos or
polychlorinated biphenyls, or is radioactive, flammable or explosive;
(d) Lead based paint and other forms of lead and heavy metals, mold,
grease tanks, waste storage areas, batteries, light bulbs, refrigerators, freezers, appliances, heating
and cooling systems, thermostats, electronic devices, electrical switches, gauges, thermometers,
aerosol cans, cleaning products, formaldehyde, polyurethane, pressure treated wood containing
arsenic, and building materials containing PCBs or volatile organic compounds, and
(e) Any other substance, product, waste or material defined or to be
treated or handled as a Hazardous Substance pursuant to the provisions of this Agreement.
7.4 Environmental Law(s). For purposes of this Agreement, “Environmental
Law” means all of the following means any federal, state, or local laws, ordinances, rules,
regulations, requirements, orders, formal guidelines, or permit conditions, in existence as of the
Effective Date of this Agreement or as later enacted, promulgated, issued, modified or adopted,
regulating or relating to Hazardous Substances, and all applicable judicial, administrative and
regulatory judgments and orders and common law, including those relating to industrial hygiene,
public safety, human health, or protection of the environment, or the reporting, licensing,
permitting, use, presence, transfer, treatment, analysis, generation, manufacture, storage,
discharge, release, disposal, transportation, investigation or remediation of Hazardous Substances.
Environmental Laws shall include, without limitation, all of the laws listed under the definition of
Hazardous Substances.
8. REMEDIES
(a) Seller Default. In the event of a breach or default under this
Agreement by Seller, if such breach or default occurs prior to Close of Escrow, Purchaser reserves
the right to either (a) seek specific performance from Seller or (b) to do any of the following: (i)
to waive the breach or default and proceed to close as provided herein; (ii) to extend the time for
performance and the Closing until Seller is able to perform; or (iii) to terminate this Agreement
upon written notice to Seller, whereupon Seller shall cause Escrow Holder to return to Purchaser
the Deposit and any and all sums placed into the Escrow by Purchaser, and except for the rights
and obligations expressly provided to survive termination of this Agreement, neither Party shall
have any further obligations or liabilities hereunder.
(b) Purchaser Default. IN THE EVENT OF A BREACH OR
DEFAULT HEREUNDER BY PURCHASER AND THE CLOSING DOES NOT OCCUR
SOLELY DUE TO SUCH DEFAULT, SELLER’S SOLE REMEDY SHALL BE TO RETAIN
THE DEPOSIT AND ALL INTEREST ACCRUED THEREON, AS LIQUIDATED
DAMAGES. THE PARTIES AGREE THAT IN SUCH INSTANCE, THE DEPOSIT AND ALL
INTEREST ACCRUED THEREON REPRESENTS A REASONABLE APPROXIMATION OF
SELLER’S DAMAGES AND IS NOT INTENDED AS A FORFEITURE OR PENALTY BUT
RATHER AN ENFORCEABLE LIQUIDATED DAMAGES PROVISION PURSUANT TO
12
CALIFORNIA CIVIL CODE SECTION 1671, ET SEQ. IN NO EVENT SHALL EITHER
PARTY BE ENTITLED TO LOST PROFITS OR CONSEQUENTIAL DAMAGES AS A
RESULT OF THE OTHER PARTY’S BREACH OF THIS AGREEMENT.
Purchaser’s Initials Seller’s Initials
9. BROKERS. Purchaser represents that no real estate broker has been retained by
Purchaser in the sale of the Property or the negotiation of this Agreement. Seller represents that no
real estate broker has been retained by Purchaser in the sale of the Property or the negotiation of
this Agreement. Each Party shall indemnify, hold harmless and defend the other Party from any
and all claims, actions and liability for any breach of the preceding, and any commission, finder’s
fee, or similar charges arising out of the indemnifying Party’s conduct.
10. MISCELLANEOUS
10.1 Attorneys’ Fees. If any Party employs counsel to enforce or interpret this
Agreement, including the commencement of any legal proceeding whatsoever, the prevailing Party
shall be entitled to recover its reasonable attorneys’ fees and court costs (including service of
process costs, filing fees, court and court reporter costs, investigative fees, expert witness fees, and
the costs of any bonds, whether taxable or not), and shall include the right to recover such fees and
costs incurred in any appeal or efforts to collect or otherwise enforce any judgment in its favor in
addition to any other remedy it may obtain or be awarded. Any judgment or final order issued in
any legal proceeding shall include reimbursement for all such attorneys’ fees and costs.
10.2 Interpretation. This Agreement has been negotiated at arm’s length, each
Party has been represented by independent legal counsel in this transaction, and this Agreement
has been reviewed and revised by counsel to each of the Parties. Accordingly, each Party hereby
waives any benefit under any rule of law (including Section 1654 of the California Civil Code) or
legal decision that would require interpretation of any ambiguities in this Agreement against the
drafting Party.
10.3 Survival. All indemnities, covenants, representations and warranties
contained in this Agreement shall survive Close of Escrow.
10.4 Assignment. Absent an express signed written agreement between the
Parties to the contrary, neither Seller nor Purchaser may assign its rights or delegate its duties
under this Agreement without the express written consent of the other, which consent may be
withheld for any reason. No permitted assignment of any of the rights or obligations under this
Agreement shall result in a novation or in any other way release the assignor from its obligations
under this Agreement.
10.5 Successors. Except as provided to the contrary in this Agreement, this
Agreement shall be binding on and inure to the benefit of the Parties and their successors and
assigns.
10.6 Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of California. Venue for any dispute arising hereunder shall
13
be in the Superior Court of San Mateo County for state law actions or the Northern District of
California for federal law actions.
10.7 Integrated Agreement; Modifications. This Agreement contains all the
agreements of the Parties concerning the subject hereof and cannot be amended or modified except
by a written instrument executed and delivered by the Parties. There are no representations,
agreements, arrangements or understandings, either oral or written, between or among the Parties
hereto relating to the subject matter of this Agreement that are not fully expressed herein. In
addition there are no representations, agreements, arrangements or understandings, either oral or
written, between or among the Parties upon which any Party is relying upon in entering this
Agreement that are not fully expressed herein. Any modifications to this Agreement must be in
writing and signed by Seller and Purchaser.
10.8 Severability. If any term or provision of this Agreement is determined to
be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable,
or invalid provisions or part thereof shall be stricken from this Agreement, and the remainder of
this Agreement shall remain in full force and effect unless the invalidated provision materially
alters the consideration being exchanged between Seller and the Purchaser. However, if any
provision or part thereof of this Agreement is stricken in accordance with the provisions of this
Section, but the stricken provision can be replaced with a legal, enforceable and valid provision in
keeping with the intent of the Parties as expressed herein and which fairly restores the
consideration lost as a result of the stricken provision or stricken part thereof, then this Agreement
shall remain in full force and effect.
10.9 Notices. Any delivery of this Agreement, notice, modification of this
Agreement, collateral or additional agreement, demand, disclosure, request, consent, approval,
waiver, declaration or other communication that either Party desires or is required to give to the
other Party or any other person shall be in writing. Any such communication may be served
personally, or by nationally recognized overnight delivery service (e.g., FedEx) which provides a
receipt of delivery, or sent by prepaid, first class mail, return receipt requested to the Party’s
address as set forth below:
14
To Purchaser: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94083
Attn: ________________
With copy to: City Attorney
To Seller: Giffra Enterprises, LLC
P.O. Box 706
South San Francisco, CA 94083
Attn: Gregory M. Giffra
To Escrow Holder: Chicago Title Company
3620 Happy Valley Road #100
Lafayette, CA 94549
Attn: Laurie Edwards, Escrow Officer
Any such communication shall be deemed effective upon personal delivery or on the date
of first refusal to accept delivery as reflected on the receipt of delivery or return receipt, as
applicable. Any Party may change its address by notice to the other Party. Each Party shall make
an ordinary, good faith effort to ensure that it will accept or receive notices that are given in
accordance with this section and that any person to be given notice actually receives such notice.
10.10 Time. Time is of the essence to the performance of each and every
obligation under this Agreement.
10.11 Days of Week. If any date for exercise of any right, giving of any notice,
or performance of any provision of this Agreement falls on a Saturday, Sunday or legal holiday,
the time for performance will be extended to 5:00 p.m. on the next business day.
10.12 Reasonable Consent and Approval. Except as otherwise provided in this
Agreement, whenever a Party is required or permitted to give its consent or approval under this
Agreement, such consent or approval shall not be unreasonably withheld or delayed. If a Party is
required or permitted to give its consent or approval in its sole and absolute discretion or if such
consent or approval may be unreasonably withheld, such consent or approval may be unreasonably
withheld but shall not be unreasonably delayed.
10.13 Further Assurances. The Parties shall at their own cost and expense
execute and deliver such further documents and instruments and shall take such other actions as
may be reasonably required or appropriate to carry out the intent and purposes of this Agreement.
10.14 Waivers. Any waiver by any Party shall be in writing and shall not be
construed as a continuing waiver. No waiver will be implied from any delay or failure to take
action on account of any default by any Party. Consent by any Party to any act or omission by
another Party shall not be construed to be a consent to any other subsequent act or omission or to
waive the requirement for consent to be obtained in any future or other instance.
15
10.15 Signatures/Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Any one of such completely executed counterparts shall
be sufficient proof of this Agreement.
10.16 Date and Delivery of Agreement. Notwithstanding anything to the
contrary contained in this Agreement, the Parties intend that this Agreement shall be deemed
effective, and delivered for all purposes under this Agreement, and for the calculation of any
statutory time periods based on the date an agreement between Parties is effective, executed, or
delivered, as of the Effective Date.
10.17 Representation on Authority of Parties. Each person signing this
Agreement represents and warrants that he or she is duly authorized and has legal capacity to
execute and deliver this Agreement. Each Party represents and warrants to the other that the
execution and delivery of the Agreement and the performance of such Party’s obligations
hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding
on such Party and enforceable in accordance with its terms.
10.18 Purchaser Approvals. Whenever this Agreement calls for Purchaser
approval, consent, extension or waiver, the written approval, consent, or waiver of the Purchaser’s
City Manager or his or her designee(s) shall constitute the approval, consent, extension or waiver
of the Purchaser, without further authorization required from the Purchaser’s City Council. The
Purchaser hereby authorizes the City Manager and his or her designee(s) to sign documents, to
deliver any such approvals, consents, or extensions or waivers as are required by this Agreement,
and to waive requirements under this Agreement, on behalf of the Purchaser.
[Signatures on following pages]
16
IN WITNESS WHEREOF, this Agreement is executed by Purchaser and Seller as of the
Effective Date.
Purchaser:
CITY OF SOUTH SAN FRANCISCO,
a California municipal corporation
By:________________________________
Attest:
___________________________________
City Clerk
Reviewed as to Form:
___________________________________
City Attorney
Seller:
GIFFRA ENTERPRISES, LLC
a California limited liability company
By:________________________________
Gregory M. Giffra
EXHIBIT A
LEGAL DESCRIPTION
That real property located in the City of South San Francisco, County of San Mateo, State of
California, described as follows:
Lot 4, Block 139, as designated on the Map entitled "South San Francisco Plat No. 1, San Mateo Co.",
which map was filed in the office of the Recorder of the County of San Mateo, State of California, March
1, 1892 in Volume "B" of Maps at Page 6, and a copy thereof entered in Volume 2 of Maps at Page 52.
APN: 012-315-130
Lot 5, Block 139, as designated on the Map entitled "South San Francisco Plat No. 1, San Mateo Co.",
which map was filed in the office of the Recorder of the County of San Mateo, State of California, March
1, 1892 in Volume "B" of Maps at Page 6, and a copy thereof entered in Volume 2 of Maps at Page 52.
APN: 012-315-140
Lot 6, Block 139, as designated on the Map entitled "South San Francisco Plat No. 1, San Mateo Co.",
which map was filed in the office of the Recorder of the County of San Mateo, State of California, March
1, 1892 in Volume "B" of Maps at Page 6, and a copy thereof entered in Volume 2 of Maps at Page 52.
APN: 012-315-150
EXHIBIT B
RENT ROLL
[To Be Attached]
EXHIBIT C
ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (“Assignment”), is
made as of _______________________, 202__ (“Effective Date”) by and between Giffra
Enterprises, LLC, a California limited liability company (“Assignor”), and City of South San
Francisco, a California city and municipal corporation (“Assignee”).
RECITALS
A. Assignor is the Lessor and _____________________ is the Lessee pursuant to that
certain Lease of the premises located at __________ Grand Avenue, South San Francisco,
California, dated __________, as amended _____________________ (as so amended, the
“Lease”).
B. Assignor desires to assign to Assignee its interests in the Lease, and Assignee
desires to assume such interests.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Assignment. Assignor hereby assigns and transfers to Assignee all of its right, title
and interest in, to and under the Lease. A copy of the Lease is attached hereto as Exhibit A.
2. Assumption of Lease. Assignee hereby assumes and agrees to perform all
obligations of the “Lessor” under the Lease arising as of the Effective Date.
3. Miscellaneous. This Assignment and the obligations of the parties hereunder shall
be governed by and construed in accordance with the laws of the State of California, and may not
be modified or amended in any manner other than by a written agreement signed by the parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Assignment as of the date first
set forth above.
ASSIGNOR:
Giffra Enterprises, LLC
a California limited liability company
By: __________________________________
Gregory M. Giffra
ASSIGNEE:
City of South San Francisco,
a California municipal corporation
By: __________________________________
By: __________________________________
EXHIBIT D
ESTOPPEL CERTIFICATE
The undersigned, _________________________ (the “Lessee”), does hereby certify,
represent and warrant to Giffra Enterprises, LLC, a California limited liability company (the
“Landlord”), as follows:
1. The Lease (the “Lease”) between Tenant and Landlord, dated
__________________, 20__, for the real property and improvements located at _______ Grand
Avenue, South San Francisco, California (the “Property”), is in full force and effect, has not been
amended or modified, and is a binding obligation of the parties thereto. A full copy of the Lease
is attached hereto as Attachment No. 1 and incorporated herein.
2. To the knowledge of Tenant, Landlord is not in default in the performance of its
obligations under the Lease as of the date of the execution of this Certificate.
3. The term of the Lease is _______________________.
4. The rent payable under the Lease is $________ per month. No amount of rent has
been prepaid.
5. The security deposit held by Landlord pursuant to the Lease is $_______.
6. Tenant understands that Landlord has entered into an agreement to sell the Property
to the City of South San Francisco (“City”). Tenant understands and agrees that upon City’s
acquisition of the Property, City will be the Landlord under the Lease, and Tenant agrees, in such
event, to attorn to City and to recognize City as the Landlord under the Lease.
7. Tenant agrees that City may rely upon Tenant’s representations in this Certificate
in connection with its purchase of the Property.
IN WITNESS WHEREOF, this Certificate has been executed as of _________________,
202__.
By: ________________________________
By: ________________________________
6
EXHIBIT E
Recording Requested by
and When Recorded, Return to:
City of South San Francisco
400 Grand Avenue
South San Francisco, California 94083
Attn: City Clerk
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Exempt from Documentary Transfer Tax
Per Rev. & Tax. Code § 11922
Governmental Agency acquiring title
GRANT DEED
For valuable consideration, receipt of which is hereby acknowledged, as of
_________________, 202_, Giffra Enterprises, LLC, a California limited liability company,
hereby grants to the City of South San Francisco, a California municipal corporation, all that real
property located in the City of South San Francisco, County of San Mateo, State of California and
more particularly described in Attachment No. 1 hereto and incorporated in this Grant Deed by
this reference.
Giffra Enterprises, LLC,
a California limited liability company
By: __________________________________
Gregory M. Giffra
7
Attachment No. 1 to Grant Deed
LEGAL DESCRIPTION
That real property located in the City of South San Francisco, County of San Mateo, State of
California, described as follows:
Lot 4, Block 139, as designated on the Map entitled "South San Francisco Plat No. 1, San Mateo Co.",
which map was filed in the office of the Recorder of the County of San Mateo, State of California, March
1, 1892 in Volume "B" of Maps at Page 6, and a copy thereof entered in Volume 2 of Maps at Page 52.
APN: 012-315-130
Lot 5, Block 139, as designated on the Map entitled "South San Francisco Plat No. 1, San Mateo Co.",
which map was filed in the office of the Recorder of the County of San Mateo, State of California, March
1, 1892 in Volume "B" of Maps at Page 6, and a copy thereof entered in Volume 2 of Maps at Page 52.
APN: 012-315-140
Lot 6, Block 139, as designated on the Map entitled "South San Francisco Plat No. 1, San Mateo Co.",
which map was filed in the office of the Recorder of the County of San Mateo, State of California, March
1, 1892 in Volume "B" of Maps at Page 6, and a copy thereof entered in Volume 2 of Maps at Page 52.
APN: 012-315-150
8
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated
_________________, 202_ from Giffra Enterprises, LLC (“Grantor”) to the City of South San
Francisco (“Purchaser”), is hereby accepted on behalf of the Purchaser by the undersigned
officer or agent pursuant to authority conferred by resolution of the City Council of Purchaser
adopted on __________________________, and that the Purchaser consents to recordation of
the Grant Deed in the official records of San Mateo County by its duly authorized officer.
Dated: _________________, 202__
CITY OF SOUTH SAN FRANCISCO
By: ________________________________
9
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
State of California )
) ss.
County of _____________ )
On_____________________, 20____ before me, _____________________, a Notary Public, in
and for said State and County, personally appeared _______________________, who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
_______________________________
NOTARY PUBLIC
5580424.3