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5A Consent
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Packet 20250519
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5A Consent
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9/23/2025 9:40:22 AM
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9/15/2025 2:13:15 PM
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CM City Clerk-City Council
Document Date (6)
5/19/2025
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Document Relationships
Reso 2025-047 Eden Road Intention to Vacate
(Amended)
Path:
\City Clerk\City Council\Resolutions\2025
Reso 2025-048 Eden Road Exempt Surplus Land
(Amended)
Path:
\City Clerk\City Council\Resolutions\2025
Reso 2025-049 Eden Road Approve Purchase Sale Agreement
(Amended)
Path:
\City Clerk\City Council\Resolutions\2025
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<br /> <br /> - 3 - <br />reports (such as environmental, engineering and land surveys) that City has in its possession not <br />later than ten (10) days following the execution and delivery of this Agreement. <br /> <br />3.4 Due Diligence Inspections. During the Due Diligence Contingency <br />Period, Purchaser and its agents, contractors and employees shall have the right to enter upon the <br />Property for the purpose of making inspections or to perform environmental testing, at Purchaser’s <br />sole risk, cost and expense. All of such entries upon the Property shall be within fifteen days after <br />the Effective Date of this Agreement, during normal business hours and after at least twenty-four <br />(24) hours prior notice to City, and City or City’s agent shall have the right to accompany Purchaser <br />during any activities performed by Purchaser on the Property. At City’s request, Purchaser shall <br />provide City with a copy of the results of any environmental tests and inspections made by <br />Purchaser, at no cost to City. If any inspection or test disturbs the Property, Purchaser will restore <br />the Property to the substantially the same condition as existed before the inspection or test. <br />Purchaser shall defend, indemnify and hold City and the Property harmless from and against any <br />and all losses, costs, damages, claims or liabilities, including but not limited to, mechanic’s and <br />materialmen’s’ liens, arising out of or in connection with Purchaser’s inspection of the Property <br />as allowed pursuant to this Section 3.4. <br /> <br />3.5 Termination Upon Due Diligence Disapproval. Purchaser shall have the <br />right, in its sole discretion, to terminate this Agreement for any reason (or no reason) by written <br />notice to City prior to the expiration of the Due Diligence Contingency Period (as it may be <br />extended). If Purchaser timely sends such a termination notice, this Agreement shall terminate, <br />and neither party shall have any further rights or obligations hereunder except those which <br />expressly survive the termination hereof. In the event of Purchaser’s termination of this <br />Agreement pursuant to this Section 3.5, Purchaser shall be responsible for the costs of Escrow and <br />any cancellation fees. <br /> <br />4. Property Disclosure Requirements. <br />4.1 Condition of Title/Preliminary Title Report. Escrow Holder shall <br />deliver a Preliminary Title Report for the Property (the “Preliminary Report”) to Purchaser within <br />three (3) days after the Opening of Escrow. Purchaser shall have until the end of the Due Diligence <br />Contingency Period to approve or disapprove the condition of title to the Property; provided that <br />all existing deeds of trust, mechanic’s liens and other financial liens and encumbrances, if any, <br />shall be paid off and removed from title concurrently with or prior to the Closing. If there are any <br />changes to the Preliminary Report prior to Closing, Purchaser shall have five (5) days after receipt <br />of the revised Preliminary Report to approve or disapprove such changes. <br /> 4.2 Environmental and Natural Hazards Disclosure. California Health & <br />Safety Code section 25359.7 requires owners of non-residential real property who know, or have <br />reasonable cause to believe, that any release of hazardous substances are located on or beneath the <br />real property to provide written notice of same to the buyer of real property. Other applicable laws <br />require City to provide certain disclosures regarding natural hazards affecting the Property. City <br />agrees to make any necessary disclosures required by law. City shall provide Purchaser with all <br />documents reasonably known to City pertaining to the environmental condition of the Property. <br />
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