Preview
FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM INDEX NO. E2024010178
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024
MONROE COUNTY CLERK’S OFFICE THIS IS NOT A BILL. THIS IS YOUR RECEIPT.
Receipt # 3910914
Book Page CIVIL
Return To: No. Pages: 16
JACK MADEB
2433 Knapp Street STE 203A Instrument: EXHIBIT(S)
Brooklyn, NY 11235
Control #: 202406200450
Index #: E2024010178
Date: 06/20/2024
PARKSIDE FUNDING GROUP LLC Time: 10:50:33 AM
AZ FACILITY SOLUTIONS LLC
IMELDA SPARKLE CLEANING SERVICES, LLC
A&R EVENTS, LLC
IMY'S JCXA BUILDING SERVICES LLC
CONTRERAS, RITA IMELDA
Total Fees Paid: $0.00
Employee:
State of New York
MONROE COUNTY CLERK’S OFFICE
WARNING – THIS SHEET CONSTITUTES THE CLERKS
ENDORSEMENT, REQUIRED BY SECTION 317-a(5) &
SECTION 319 OF THE REAL PROPERTY LAW OF THE
STATE OF NEW YORK. DO NOT DETACH OR REMOVE.
JAMIE ROMEO
MONROE COUNTY CLERK
202406200450 Index #
INDEX : E2024010178
NO. E2024010178
FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024
Parkside
FUNDINGGROUP
AGREEMENT FOR THE PURCHASE AND SALE OF FUTURE RECEIVABLES
This purchase and sale of future receivables agreement (“Agreement”) dated 05/21/2024, is made by and
between Parkside Funding Group LLC (hereinafter “Parkside” or “Purchaser”) and each Seller listed
below (together referred to as “Seller”).
TERMS AND CONDITIONS
SECTION A:
1. SALE OF FUTURE RECEIVABLES : Seller, identified on page 2 and 3, in addition to any
Seller attached to this agreement in Addendum A, hereby sells, assigns and transfers to Parkside, the
Specified Percentage of the proceeds of each future sale (“Future Receivables”) made by Seller in
consideration for receiving the Purchase Price, minus any Fees and/or any Payoff/Refinance, until
Parkside has received the full Purchase Amount.
Purchase Amount:
Q: What is the Purchase Amount? $29,000.00
A: The Purchase Amount is the amount of future receivables
Parkside is purchasing from Seller.
Purchase Price:
Q: What is the Purchase Price? $20,000.00
A: The Purchase Price is the amount Parkside is paying upfront for the
Purchase Amount before deducting any Fee or REFI.
Payoff/Refinance (“REFI”):
Q: What is a Payoff/Refinance?
A: If Seller has an open balance with either Parkside or another third $0.00
party, Seller may request Parkside to Payoff said balance with part or all
of the Purchase Price.
Total Funds Received by Seller(s):
Purchase Price received by Seller minus any Fee $19,000.00
and/or any Payoff from REFI.
Percentage Purchased (“PP”):
Q: What is the Percentage Purchased?
A: The Percentage Purchased is the percentage of receivables to be
8.00%
remitted to Parkside until the Purchase Amount is fully remitted to
Parkside or the Seller no longer has such obligation pursuant to the terms
of the Agreement.
Estimated Payment (“EP”):
Q: What is the Estimated Payment?
A: An estimated initial amount calculated based on Sellers’s past
$906.25 Weekly
receivables amount and the Percentage Purchased, to be paid from the
Seller’s receivables to Parkside, which is subject to Reconciliation
pursuant to Section A (3).
Fee:
Q: What is a Fee that will deducted from the Purchase Price?
$1,000.00
A: Up to 5.00% of the Purchase price
will be deducted from the Purchase Amount for underwriting costs.
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SELLERINFORMATION
Seller(s) Information
Legal/Corporate Name: AZ FACILITY SOLUTIONS
LLC
D/B/A: Federal Tax ID:
Type of Entity Limited Liability Company State of Incorporation AZ
Physical Addess: 5321 WST KATERIDR City: LAVEEN State: AZ Zip:
8533
Business Phone: 000-000-0000 Email:
Seller 2
Legal/Corporate Name: IMELDASPARKLECLEANINGSERVICES,LLC
D/B/A:
Type of Entity Limited Liability Company State of Incorporation AZ
8501
Physical Addess: 3411 N 32NDST City: PHOENIX State: AZ Zip:
Business Phone: Email:
Seller 3
Legal/Corporate Name: A&REVENTS, LLC
D/B/A:
Type of Entity Limited Liability Company State of Incorporation AZ
8503
Physical Addess: 1619 N 59TH AVE City: PHOENIX State: AZ Zip:
5
Business Phone: Email:
Seller 4
Legal/Corporate Name: IMY'S JCXABUILDINGSERVICESLLC
D/B/A:
Type of Entity Limited Liability Company State of Incorporation AZ
Physical Address: 5321 WST KATERYDR City: LAVEEN State: AZ Zip:
8533
9
Business Phone: Email:
Guarantor ("Guarantor") Information 1
Corporate Officer/Owner Name: RITA IMELDACONTRERAS Title: Owner
Ownership %: 100
HomeAddess: 5321 WST KATEM
D__R
City: LAVEEN State: -
AZ Zip Code: 85339
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FUNDINGGROUP
Home Phone Number: -- Cell Phone Number: -- Email: ritacontreras1971@hotmail.com
2. THIS AGREEMENT IS NOT A LOAN : PARKSIDE and each Seller (together the
“Parties”) intend and agree that the purchase and sale of the Future Receivables by Seller is not,
nor interpreted to be, a loan. There is no interest rate, or payment schedule and no time period during
which the Purchase Amount must be collected by Parkside. Parkside is purchasing the Purchase Amount
knowing the risks that Seller’s receivables may be substantially reduced, or that Seller’s business may fail
in which Parkside will not receive any remittance from Seller. In such an event, Seller would not be in
breach/default of this Agreement. Parkside assumes these risks based on the Seller’s representations,
warranties and covenants in this Agreement that are designed to give Parkside a reasonable and fair
opportunity to receive the benefit of the bargain. The Parties agree that the Purchase Price is the fair
market value for said receivables. If a court determines that Parkside has charged or received interest
hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be
reduced to the maximum rate permitted by applicable law and Parkside shall promptly refund to seller
any interest received by Parkside in excess of the maximum lawful rate, it being intended that Seller not
pay or contract to pay and that Parkside not receive or contract to receive, directly or indirectly in an
manner whatsoever, interest in excess of that which may be paid by Seller under applicable law. Seller
knowingly and willingly waives the defense of usury in any action or proceeding.
3. Reconciliation: To ensure that Parkside has collected from Seller an amount that equals
the Percentage Purchased, and as long as Seller has not breached this Agreement, any Seller may
give written notice to Parkside requesting that Parkside conduct a reconciliation to adjust the daily
amount to reflect the Seller’s actual past and expected future receivables. A reconciliation may also
be requested by sending an e-mail to Parkside at Accounting@parksidefundinggroup.com. Seller shall
provide Parkside with any financial documentation or information requested by Parkside for Parkside
to verify the actual receivables and complete the reconciliation. Parkside will complete each
reconciliation within five business days after receipt of a written request and accompanied by the
documentation and information required for it. If after Parkside conducts the reconciliation, and it is
determined by Parkside that Parkside received more funds from Seller than it was intitled to, Parkside
shall remit the excess funds to Seller within three business days of completing the Reconciliation.
4. Authorized Bank Account: Seller shall deposit all of the Future Receivables into the single
business banking account (the “Account”) acceptable to Parkside to obtain electronic fund transfer
services and/or “ACH” payments. Seller must instruct Seller’s credit card processor, which must be
approved by Parkside, (the “Processor”) to deposit all payment card receipts of Seller into the Account.
Seller shall provide Parkside and/or its authorized agent with all of the information, authorizations, and
passwords necessary to verify each Seller’s Receivables. Seller shall not change any of the passwords
without prior written consent from Parkside. Seller authorizes Parkside to debit the Estimated Payment
from the Account each business day/week/month by either electronic fund transfer services and/or
“ACH” payments.
5. Insufficient Funds In Account: Seller understands that it is responsible for ensuring that the
Estimated Payment amount is available in the Account each business day/week/month or advising
Parkside prior to each daily/weekly/monthly withdrawal of a shortage of funds. Seller will be responsible
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FUNDINGGROUP
for any fees incurred by Parkside as a result of a rejected electronic check or ACH debit attempt (if no
prior notice was provided) and such rejection may be result in event of default as defined with Section D.
Parkside is not responsible for any overdrafts or rejected transactions that may result from Parkside’s
debiting any amount authorized under the terms of the Agreement. Seller acknowledges that the foregoing
ACH authorization is a fundamental condition to induce Parkside to accept the Agreement. As such, such
authorization is intended to be irrevocable.
6. Fiduciary Duty of Seller: Each Seller agrees that it is a fiduciary for Parkside, and each Seller
will hold its receivables in trust for Parkside in its capacity as a fiduciary for Parkside. Until the
Purchased Amount has been received in full by Parkside, Seller’s receivables, up to the balance of the
Purchased Amount, shall be the property of Parkside.
7. Information To Be Delivered To Parkside : Seller shall provide to Parkside any authorizations,
bank or financial statements, tax returns, as Parkside deems necessary in its sole discretion prior to or
any time after execution of this Agreement. Seller shall provide the requested documents within five (5)
business days after request by Parkside. Seller authorizes all of its banks, brokers and credit card
processors to provide Parkside with Seller’s banking, brokerage and/or processing history to determine
qualification or continuation of the Agreement or for collections upon the event of Default. A photocopy
of this authorization shall be deemed acceptable as an authorization for release of financial and credit
information.
8. Financial Information Authorization: Seller authorize Parkside, its agents, representatives and
any credit reporting agency engaged in Parkside to:
(i) Investigate any references given or other statements or data obtained from or about Seller
for the purpose of this Agreement.
(ii) Obtain consumer and business reports on the Seller.
(iii) Contact any current or prior banks of the Seller, to obtain any information regarding
Seller’s transactions with said banks, in the furtherance of this Agreement.
(iv) Investigate its financial responsibility and history.
(v) Update such information and financial and credit reports/profiles from time to time as
Parkside deems appropriate.
(vi) Seller Waives to the maximum extent permitted by law any claim for damages against
Parkside or any of its affiliates related to any investigation undertaken by or on behalf of
Parkside as permitted by this Agreement or disclosure of information as permitted by
this Agreement.
9. No Liability: In no event shall Parkside be liable for any claims asserted by Seller or Guarantor
under any legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive,
special, incidental, indirect, or consequential damages, each of which is waived by both Seller and
Guarantor.
SECTION B
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
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1. Good Faith, Best Efforts And Due Diligence : Seller and each Guarantor represents, warrants
and covenants that it will conduct its business in good faith and will use its best efforts to ensure that
Parkside obtains the Purchase Amount. Seller represents, warrants and covenants that it is entering this
Agreement for business purposes and not as a consumer for personal, family, or household purposes.
2. Financial Condition And Financial Information : Seller and each Guarantor represents,
warrants and covenants that any information provided to Parkside under Section A, Paragraph 7 or 8,
fairly represent the financial condition of Seller and each Guarantor at such dates.
3. Material Change In Business: Seller represents, warrants and covenants that Seller shall notify
Parkside immediately if there are material adverse changes, financial or otherwise, in the operation of
Seller or any change in the ownership of Seller.
4. Governmental Compliance: Seller represents, warrants and covenants that Seller is in
compliance and shall comply with any and all laws and regulations promulgated by the State or Federal
government including State and Federal Taxes. Seller has valid permits, authorizations and licenses to
own operate, lease its properties, and to conduct its business in which it is presently engaged and or will
engage in hereafter.
5. Authority To Enter Into This Agreement : Seller represents, warrants and covenants that Seller
has full power and authority to incur and perform the obligations under this Agreement, all of which have
been duly authorized.
6. Change Of Business Name, Location Or Closing Of Business : Seller shall not conduct Seller’s
business under any name other than as disclosed to Parkside. Seller shall not change its place of business
without prior written consent of Parkside. Seller shall not sell, dispose, transfer or otherwise convey all
or substantially all of its business or assets without,
(i) The express prior written consent of Parkside and
(ii) The written Agreement of any purchaser or transferee assuming all of Seller’s obligations
under this Agreement pursuant to documentation satisfactory to Parkside.
7. Bankruptcy: Seller represents, warrants and covenants that as of the date of the executed
Agreement, Seller is not insolvent, is not contemplating bankruptcy, has not filed any petition for
bankruptcy protection under any Title of the United States Bankruptcy code, and to Sellers’s knowledge,
there has been no involuntary petition brought or pending against Seller.
8. Business Interruption Insurance: Seller shall maintain business interruption insurance and shall
provide PARKSIDE proof of such insurance upon request.
9. No Conflict with Other Agreements : Seller represents, warrants and covenants that Seller’s
execution and performance of this Agreement will not conflict with any other agreement, obligation,
promise, court order, administrative order or decree, law or regulation, to which Seller is subject,
including any agreement which prohibits the sale or pledge of Seller’s future receivables.
10. No Stacking: Seller represents, warrants and covenants that Seller shall not enter into any
purchase and sale of future receivables or any loan agreement that relates to or involves its future
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receivables with any party other than Parkside for the duration of this Agreement, without the prior
written consent of Parkside.
11. No Diversion of Receipts: Seller represents, warrants and covenants that Seller shall not permit
any event to occur that could cause a diversion of any of Seller’s Future receivables from the Account to
another entity.
12. Negative Pledge: Seller agrees not to create, incur, assume, or permit to exist, directly or
indirectly, any lien on or with respect to any of the “Collateral” (Defined in Section C paragraph 1).
13. Seller’s Knowledge And Representation: Seller represents, warrants and covenants that it is a
sophisticated business entity familiar with the kind of transaction covered by the Agreement and that it
was or had the opportunity to be represented by legal counsel prior to signing this Agreement.
14. Title of Receipts: Seller represents, warrants and covenants that Seller has good, complete,
unencumbered and marketable title to all future receivables, free and clear of any and all liabilities, liens,
claims, changes, restrictions, options, rights, mortgages, security interests, equities, pledges and
encumbrances of any kind or nature whatsoever or any other rights or interest that may be inconsistent
with the transactions contemplated with or adverse to the interests of Parkside.
15. Estoppel Certificate: Seller represents, warrants and covenants that Seller shall, at least one day
after notice from Parkside to Seller, execute, acknowledge and deliver to Parkside or to any other
person, firm, entity specified by Parkside a statement certifying that this agreement is unmodified and in
full force and effect (if modified- the same is in full force and effect as modified and stating the
modifications).
SECTION C
RIGHTS OF PARKSIDE
1. Security Interest: Seller hereby grants to Parkside a first priority security interest in and lien
upon: (a) All accounts receivable as defined in Article 9 of the Uniform Commercial Code (the “UCC”),
now or hereafter owned or acquired by Seller and (b) all proceeds of any account receivable, as the term
is defined in Article 9 of the UCC (together, the “Collateral”). Seller hereby represents and warrants that
no other person or entity has a security interest in the Collateral. Seller acknowledges and agrees that any
security interest granted to Parkside under any other agreement between Seller and Parkside (the
“Cross-Collateral”) will secure the obligations hereunder. Seller agrees to execute any documents or take
any action in connection with this Agreement as Parkside deems necessary to perfect or maintain
Parkside’s first priority security interest in the Collateral or to effectuate Parkside’s right of setoff. Seller
hereby authorizes Parkside to file any financing statements deemed necessary by Parkside to perfect or
maintain Parkside’s security interest. Pursuant to Article 9 of the Uniform Commercial Code, upon any
Event of Default hereunder, Parkside has control over and may direct the disposition of the Collateral,
without further consent of Seller. Upon any Event of Default hereunder, Parkside shall have the right,
without notice or demand of any kind, to notify account debtors of Parkside’s lien and collect any
amount owed to Parkside directly from the account debtors.
2. Fees: Underwriting fee 5.00% of the Purchase Amount to cover underwriting related expenses.
(Will be deducted from Purchase Price). Seller agrees that the Fees are reasonable.
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3. Refinance/Payoff: At the time of this Agreement, Seller may have an existing balance, in which
Seller previously sold its future receivables, with (i) Parkside (ii) another purchaser. Seller must disclose
any prior Agreement to Parkside prior to signing this Agreement. Seller may opt to refinance or payoff
its prior balance with part or all of the Purchase Price in order to enter this Agreement with Parkside.
Seller shall direct Parkside to refinance or payoff its prior balance.
4. Right To Access: In order to ensure that Seller is complying with the terms of this Agreement,
Parkside shall have the right to:
(i) Enter the premises, without notice, of Seller’s business, for the purpose of inspection of
Seller’s transaction processing terminals.
(ii) Access to Seller’s employees and records and all other items as requested Parkside
5. Phone Recordings and Contact: Seller and each Guarantor agrees that any call between
Parkside and Seller, their agents, and employees may be recorded and monitored. In addition, Seller and
each Guarantor agrees that:
(i) It has an established business relationship with Parkside including its employees and agents,
and that Seller may be contacted, via phone, mail or email, from time-to-time regarding this
Agreement or other related business transactions.
(ii) Such communications and contacts are not unsolicited or inconvenient.
(iii) Any such contact may be made by any phone number including cell phone numbers, email
address, or facsimile number given to Parkside by Seller, its agents or employees.
(iv) Seller and each Guarantor acknowledge that such calls or electronic communications may
incur a charge or fee from the company that provides them with telecommunications,
wireless, and/or Internet services, and that Parkside has no liability for any such charges.
6. Publicity: Parkside may, at its discretion, use Seller and each Guarantor’s name in listings of
clients, and in marketing and advertising materials.
7. SERVICE OF PROCESS: IN ADDITION TO THE METHODS OF SERVICE ALLOW
BY NEW YORK COURT RULES, SELLER AND GUARANTOR HEREBY CONSENTS TO
SERVICE OF PROCESS UPON IT BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED TO THE ADDRESSES PROVIDED ON PAGE 1 OF THIS
AGREEMENT, SERVICE HEREUNDER SHALL BE COMPLETE UPON SELLER’S OR
GUARANTOR’S ACTUAL RECEIPT OF PROCESS OR UPON PARKSIDE’S RECEIPT OF
THE RETURN THEREOF BY THE UNITED STATES POSTAL SERVICE AS REFUSED OR
UNDELIVERABLE. SELLER AND GUARANTOR MUST PROMPTLY NOTIFY PARKSIDE,
IN WRITING, OF EACH AND EVERY CHANGE OF ADDRESS TO WHICH SERVICE OF
PROCESS CAN BE MADE.
SECTION D
EVENTS OF DEFAULT
1. Events of Default: The occurrence of any of the following events shall constitute an “Event of
default” and Parkside shall be intitled to pursue without limitation any of the Remedies under Section D
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(2) immediately and without notice to Seller in addition to any remedy available to PARKSIDE under the
law, in equity or otherwise pursuant to this Agreement.
(i) Seller or Guarantor violates any term, covenant, warranty, or condition in this Agreement.
(ii) Seller interferes with Parkside’s right to collect the Purchase Amount.
(iii) Seller uses multiple depository accounts without the prior written consent of Parkside.
(iv) Seller changes its depositing account or its payment card processor without the prior written
consent of Parkside.
(v) Any representation or warranty by Seller in the Agreement shall prove to have been incorrect,
false or misleading in any material respect when made.
(vi) Seller notifies Parkside that it is unilaterally terminating the Agreement.
(vii) Seller transfers or sells all or substantially all of its assets without the prior written consent of
Parkside.
(viii) Seller transports, moves, interrupts, suspends, dissolves, or terminates its business without the
prior written consent of Parkside other than a bankruptcy filing.
(ix) Seller changes its processor or adds terminals without the prior written consent of Parkside.
(x) Seller changes the Account username and/or password credentials without giving Parkside at
least twenty-four-hour advance written notice of said change with the updated username and
password.
(xi) Seller causes its account to stop allowing Parkside to withdraw the Estimated Payment from
the account and Seller does not notify Parkside by email at
Accounting@parksidefundinggroup.com, within three business days of a valid reason for
causing the account to stop payment.
2. Protections Against Default: The following protections may be invoked by Parkside
immediately and without notice to Seller if any Event of Default occurs.
(i) The full uncollected Purchase Amount plus all fees under section C (2) and Section D (5)
due under the Agreement.
(ii) Parkside may enforce the provisions of the Limited Personal Guaranty of performance –
Attached to this Agreement – against the Guarantor.
(iii) Parkside may enforce its security interest in the collateral under Section C (1).
(iv) Parkside may proceed to protect and enforce its right and remedies by bringing a legal
action against Seller and Guarantor pursuant to the Agreement in addition to any remedy
available to Parkside under the law or in equity. In said action if judgment should be
granted in favor or Parkside against Seller or Guarantor, Seller and Guarantor shall be liable
for Parkside’s costs of said action, including but not limited to collection costs, reasonable
attorneys’ fees, and court costs.
(v) Parkside may debit Seller’s depository accounts wherever situated by means of ACH debit
or facsimile signature on a computer-generated check drawn on Seller’s bank account or
otherwise for all sums due to Parkside.
(vi) Parkside may notify Seller’s credit card and check processor and to request said credit card
processor to remit payments to Parkside for any remaining balance under the Purchase
Amount on behalf of seller.
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3. Temporary Restraining Order (“TRO”) : In the event an Event of Default occurs, Seller and
Guarantor hereby consent and agree that Parkside may be intitled to apply, in any action arising from a
breach of this Agreement, for an Ex Parte entry of a preliminary or permanent injunction, temporary
restraining order or other equitable relief, in an effort to protect Parkside’s collateral. Seller
acknowledges that unless Parkside chooses to file a TRO, Parkside may be unable to adequately protect
it’s interest in the Collateral and RNS may not have another remedy at law.
4. Statutes of Limitations: Any claim not asserted by Seller or Guarantor against Parkside within
one year of its accrual will be time barred.
5. Costs and Legal Fees: Seller and Guarantor shall be responsible to pay all of Parkside’s
reasonable costs associated with any Event of Default, and the enforcement thereof, including a ‘Default
fee’ of $2,500.00, and collection fees and or attorney fees, which may include a contingency fee of up to
33% of the amount demanded, and costs of suit.
SECTION E
MISCELLANEOUS
1. No Modification: No modification, amendment waiver or consent of any provision of this
Agreement shall be effective unless the same shall be in writing and signed by Parkside.
2. Assignment: Parkside may assign, transfer or sell its rights to receive the Purchase Amount or
delegate its duties hereunder, either in whole or in part, with or without prior written notice to Seller.
3. Notice: Except for Service of Process under Section C (7), all notices and other communications
to Seller and Guarantor, required or permitted to be given shall be in writing, and shall be deemed duly
given as follows: (a) on the date delivered if personally delivered, (b) on the date sent by facsimile with
automatic confirmation by the transmitting machine showing the proper number of pages were
transmitted without error to the addresses listed on page 1, (c) on the next business day if sent by
overnight mail by Federal Express or other recognized overnight mail service to the addresses listed on
page 1, or (d) five business days after mailing, if mailed by certified or registered mail, return receipt
requested, in each case addressed to the parties at their respective addresses set forth on page 1 of this
agreement.
4. Waiver: No course of dealing or omission or delay on the part of Parkside in asserting or
exercising any right hereunder shall constitute or operate as a waiver of any such right. No waiver by
Parkside of any provision hereof shall be effective, unless in writing and signed by Parkside. No waiver
by Parkside shall be deemed a continuing waiver or waiver in respect of any other or subsequent breach
or default, unless expressly so stated in writing.
5. Severability: The provisions hereof are severable and in the event that any provision of this
Agreement shall be determined to be invalid or unenforceable in any respect by a court of competent
jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the discretion of
such court, remain in full force and effect, and any invalid or unenforceable provision shall be deemed,
without further action on the part of the parties hereto, amended and limited to the extent necessary to
render such provision, as so amended and limited, valid and enforceable.
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6. Titles and Captions: The titles, captions and Sections of this Agreement are for convenience of
reference only and do not in any way define or interpret the intent of the parties or modify or otherwise
affect any of the provisions hereof and shall not affect the construction or interpretation of any provision
hereof.
7. Survival of Representation: All representations, warranties, and covenants herein shall survive
the execution and delivery of this Agreement and shall continue in full force until all obligations under
this Agreement shall have been satisfied in full and this Agreement shall have terminated.
8. Entire Agreement: This Agreement contains a complete statement of the agreement and
supersedes all prior agreements and understandings.
9. Governing Law: This Agreement shall be governed by, interpreted and enforced in accordance
with the laws of the State of New York, without regard to choice or conflict of laws principles that would
defer to the substantive laws of any other jurisdiction .
10. Forum and Venue Selection: Parkside and Seller agree that any legal dispute, controversy,
demand, or claim (“claim” or “claims”) arising out of, or relating to, the Agreement, any breach
thereof, shall be instituted in any federal or state court sitting in the State of New York (the
“Satisfactory Forums”) provided that Parkside may institute suit in another forum. Seller, and any
Guarantor agree that the Satisfactory Forums are convenient to them and submit to the personal
jurisdiction of the acceptable forums. Should a proceeding be initiated by Seller or Guarantor in any
other forum, Seller and Guarantor each waive any right to oppose any motion or application by
Parkside to dismiss such proceeding to remove and/or transfer the proceeding to a Satisfactory Forum
and for an anti-suit injunction against such proceeding.
11. Arbitration: Parkside and Seller agree that any legal dispute, controversy, demand, or claim
arising out of, or relating to, the Agreement, any breach thereof, including, but not limited to issues of
arbitrability, will, at the option of any party to such action or dispute, be determined by arbitration before
a single arbitrator. Such Arbitration shall be at a place and time agreed upon by the parties in the county
in New York. A neutral arbitrator shall conduct the matter in accordance with the commercial rules of
the American Arbitration Association in New York, New York. The arbitrator will be a neutral person
agreed upon by the parties. The parties agree that the costs of mediation and arbitration shall be shared
equally unless otherwise agreed or ordered. Seller and/or Guarantor acknowledges and agrees that the
Purchase and Sale of future receivables Agreement and/or the Guaranty Agreement is the product of
communications conducted by telephone and the Internet, which are instrumentalities of interstate
commerce, and that the transactions contemplated under this Agreement will be made by wire transfer
and/or ACH, which are also instrumentalities of interstate commerce, and that the Purchase and Sale of
future receivables Agreement and/or the Guaranty Agreement therefore evidences a transaction affecting
interstate commerce.
12. Jury Waiver: EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER
AGREEMENT OR INSTRUMENT DELIVERED IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
10
202406200450 IndexNO.
INDEX #: E2024010178
E2024010178
FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024
Parkside
FUN DI N G GROUP
13. Class Action Waiver. Guarantor, Seller, and Parkside each agree that they may bring claims
against each other arising from or related to this Agreement only in their individual capacities and not as a
class action member in any purported class or any such similar proceedings.
ADVICE OF COUNSEL. EACH PARTY HERETO ACKNOWLEDGES THAT HE OR
IT HAS CAREFULLY REVIEWED ALL OF THE PROVISIONS CONTAINED IN THIS
AGREEMENT PRIOR TO ITS EXECUTION, THAT HE OR IT HAS HAD THE
OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF HIS OR ITS CHOICE, AND
THAT HE OR IT HAS EXECUTED THIS AGREEMENT FREELY AND VOLUNTARILY AND
BELIEVES THIS AGREEMENT TO BE FAIR, JUST, AND REASONABLE.
I have reviewed and agree with the terms and conditions set forth above in the Agreement.
Signature:
Name: RITA IMELDA CONTRERAS, Owner Name: PARKSIDE
L __ __ __ 3 3/__ __
Seller: AZ FACILITY SOLUTIONS LLC Date: 05/21/2024
Date: 05/21/2024
Signature:
Name:
Seller: AZ FACILITY SOLUTIONS LLC
Date: 05/21/2024
11
202406200450 IndexNO.
INDEX #: E2024010178
E2024010178
FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024
Parkside
FUN DI N G GROUP
Signature: Signature:
RITA IMELDA CONTRERAS,
Name: 1
__ 2/3 Name:
Owner
IMELDA SPARKLE CLEANING IMELDA SPARKLE CLEANING
Seller: Seller:
SERVICES, LLC SERVICES, LLC
Date: 05/21/2024 Date: 05/21/2024
Signature: Signature:
RITA IMELDA CONTRERAS,
Related Content
in Monroe County
Case
Paladin Funding Group v. Waterline Systems, Inc., Waterline, Inc., Waterline Systems Inc, C 30 One Design Class, Waterline Systems, Llc, International C&C30 Class Association, U.S. Watercraft, Llc, Waterline Group Holdings, Inc., Randall Hale Borges
Jul 09, 2024 |
Commercial - Contract |
Commercial - Contract |
E2024011270
Ruling
ENCINO NEWCASTLE HOMEOWNERS ASSOCIATION VS DEL SOL PROPERTY MANAGEMENT, INC., ET AL.
Jul 11, 2024 |
21STCV12444
Case Number:
21STCV12444
Hearing Date:
July 11, 2024
Dept:
78
Superior Court of California
¿
County of Los Angeles
¿
Department 78
¿
¿
ENCINO NEWCASTLE HOMEOWNERS ASSOCIATION
,
Plaintiff
(s)
,
vs.
DEL SOL PROPERTY MANAGEMENT, INC.
, et al.,
Defendant
(
s
)
.¿
Case No.:¿
21STCV12444
Hearing Date:¿
July
11
, 2024
[TENTATIVE]
ORDER
GRANTING TRIAL CONTINUANCE
I.
BACKGROUND
& PROCEDURAL HISTORY
On
April 1, 2021
,
p
laintiff
Encino Newcastle Homeowners Association
(Plaintiff)
initiated this
action against defendant
s
Del Sol Property Management, Inc.
(
Del Sol
)
, Lara
Sinitsin
, and Does 1 through 100
(collectively, Defendants)
for
breach of contract, breach of implied covenant of good faith and fair dealing, breach of fiduciary duty,
accounting
, conversion and theft, fraud
, specific performance for return of Plaintiffs books and records, and declaratory relief
.
On September 22, 2021
, Plaintiff
filed its First Amended Complaint against Defendants.
On September 28, 2022, Del Sol filed its cross-complaint against
cross-defendants
Encino Newcastle Homeowners Association, Kourosh
Yaghoobian
,
Giv
Bastanielahhabadi
, and
Allen Tabibi
.
On November 1, 2022,
Encino Newcastle Homeowners Association, Kourosh
Yaghoobian
, Giv
Bastanielahhabadi
, and Allen Tabibi
filed their Answers to Del Sols cross-complaint.
The t
rial
date
is currently set for
July 11, 2024
.
Cross-Defendants
Kourosh
Yaghoobian
and
Giv
Bastanielahhabadi
(collectively, Cross-Defendants)
request the Court to continue the trial date and all related dates
by approximately six months to January 29, 2025
, or a date thereafter, in order for its motion for
terminating sanctions to be heard, and for it to be able to file its MSJ prior to the current trial date.
Del Sol did not file an opposition to the motion to continue trial, but the Court notes
that it did file an opposition to
the
ex
parte
application for a trial continuance on the grounds that Cross-Defendants have not
named
any specific discovery that would require a continuance, and that Cross-Defendants have not been diligent in terms of the desire to file a motion for summary judgment.
II.
LEGAL STANDARD
Although continuances of trials are disfavored, each request for a continuance must be considered on its own merits
.
(CRC Rule 3.1332(c).) The Court may grant a continuance only on an affirmative showing of good cause requiring the continuance
.
(CRC Rule 3.1332(c).) The Court may look to the following factors in determining whether a trial continuance is warranted: (1) proximity of the trial date; (2) whether there was any previous continuance of trial due to any party; (3) the length of the continuance requested; (4) the availability of alternative means to address the problem that gave rise to the motion; (5) the prejudice that parties or witnesses will suffer as a result of the continuance; and (6) whether trial counsel is engaged in another trial. (See generally, CRC Rule 3.1332(d)(1)-(11).)
Additional
factors for the Court to consider include: a partys excused inability to obtain essential testimony, documents, or other material evidence despite diligent efforts; whether all parties have stipulated to a continuance; and any other fact or circumstance relevant to the fair determination of the motion or application. (CRC Rule 3.1332(c), (d).)
III.
DISCUSSION
Here,
the Court notes that there is a hearing on a motion to quash subpoena for business records, a motion for
terminating
sanctions, and a motion to compel discovery all set to be heard after the current trial date. Further, the Court recently continued Del Sols
Motion
For
An
Order
To
Show Cause Re: Contempt
to the same date and time as the motion to quash due to the relationship between the motions.
Based on the number of motions currently set after the hearing date, and
the circumstance of
this case matters recent reassignment effective July 5, 2024, the Court finds good cause to briefly continue the trial date by six months in order for all matters currently set to be heard, and to provide this Court sufficient time to familiarize itself with the issues.
However, t
he Court notes that this action
, filed on April 1, 2021,
has been
fully
at issue since November 2022, and there have been
numerous
continuance
s
.
Given the age and extensive history of this
matter
, the parties are on notice that the Court will not grant any further
requests for a trial
continuance
.
IV.
CONCLUSION
Based on the foregoing,
Cross-Defendants
motion to continue the trial date by approximately six months
is
GRANTED
.
The
July 29,
2024
trial date is continued to ______________ at
9
:30 a.m. in Department 31 of the Spring Street Courthouse. The
July 16,
2024
Final Status Conference is continued to _______________ at
8
:
3
0 a.m. in Department 31. All discovery and expert cutoff dates are continued to reflect the new trial date. The parties must plan all discovery and trial preparation accordingly.
Moving Party is ordered to give notice
.
DATED:
July
10
, 2024
__________________________
Hon.
Michelle C. Kim
¿
Judge of the Superior Court
PLEASE TAKE NOTICE:
"
Parties are encouraged to meet and confer after reading this tentative ruling to see if they can reach an agreement.
"
If a party intends to
submit
on this tentative ruling, the party must send an email to the court at SMCDEPT78@lacourt.org with the Subject line SUBMIT followed by the case number. The body of the email must include the hearing date and time, counsels contact information, and the identity of the party
submitting
.
"
Unless all parties
submit
by email to this tentative ruling, the parties should arrange to appear remotely (encouraged) or in person for oral argument. You should assume that others may appear at the hearing to argue.
"
If the parties neither
submit
nor appear at hearing, the Court may take the motion off calendar or adopt the tentative ruling as the order of the Court. After the Court has issued a tentative ruling, the Court may prohibit the withdrawal of the subject motion without leave.
Ruling
FOULKE, et al. vs. FORD MOTOR COMPANY
Jul 14, 2024 |
CVCV21-0197638
FOULKE, ET AL. VS. FORD MOTOR COMPANY
Case Number: CVCV21-0197638
This matter is on calendar for review regarding status of dismissal. At the hearing on April 8, 2024, counsel for
Plaintiff informed the Court that the only issue that remains pending in Federal Court is attorney fees. No status
report was filied informing the Court of the status of attorney fees and no Request for Dismissal has been filed.
An appearance is necessary on today’s calendar.
Ruling
CREDITORS ADJUSTMENT BUREAU, INC., VS ADDITION BUILDING & DESIGN, INC., ET AL.
Jul 11, 2024 |
21STCV07347
Case Number:
21STCV07347
Hearing Date:
July 11, 2024
Dept:
40
Superior Court of California
County of Los Angeles
Department 40
CREDITORS ADJUSTMENT BUREAU, INC.,
Plaintiff,
v.
ADDITION BUILDING & DESIGN, INC., MICHAEL ROSS aka MICHAEL EDWARD ROSS dba GREEN BUILD DESIGN LA, and DOES 1 through 10,
Defendants.
Case No.: 21STCV07347
Hearing Date: July 11, 2024
Trial Date: November 12, 2024
[TENTATIVE] RULING RE:
Plaintiff Creditors Adjustment Bureau, Inc.s Motion for Terminating Sanctions, Striking Defendant Addition Building & Design, Inc.s Answer and Entering Default
On February 25, 2021, Plaintiff
CREDITORS ADJUSTMENT BUREAU, INC
. (Plaintiff) filed a Complaint against Defendants
ADDITION BUILDING & DESIGN, INC. (
Addition B&D)
MICHAEL ROSS aka MICHAEL EDWARD ROSS dba GREEN BUILD DESIGN LA (Green BD), and DOES 1 through 10 (collectively, Defendants). The Complaint asserts the following causes of action against all Defendants:
1. Breach of Contract
2. Open Book Account
3. Account Stated
4. Reasonable Value
Plaintiff
now brings a Motion for Terminating Sanctions, which Defendant Addition B&D has not opposed. The motion includes a proof of service on Defendants counsel by mail and email on May 21, 2024.
After review, the Court GRANTS the Motion because Plaintiff has established Defendant Addition B&D has engaged in a pervasive and consistent pattern of misuse of the discovery process.
Background Allegations
This action involves a written agreement between State Compensation Insurance Fraud (Plaintiffs Assignor) and Defendants, wherein Plaintiffs Assignor agreed to provide Defendants with a workers compensation insurance policy in exchange for payment of premiums covering the period of January 11, 2018 through January 11, 2019. (Compl., ¶¶1, 11.) On or about May 26, 2020, Defendants breached the policy requiring payment of premiums. (
Id.
at ¶14.) Defendants owes $296,480.20 with ten percent interest per annum and has failed to pay it despite a demand for payment made by Plaintiff. (
Id.
at ¶¶2, 14.)
Motion for Terminating Sanctions
Legal Standard
:
Code of Civil Procedure Section 2023.030, states in pertinent part: To the extent authorized by the chapter governing any particular discovery method or any other provision of this title, the court, after notice to any affected party, person, or attorney, and after opportunity for hearing, may impose&[monetary, issue, evidence, or terminating] sanctions against anyone engaging in the misuse of the discovery process&. (Code Civ. Proc., § 2023.030, subds. (a)-(d);
see also
Code Civ. Proc., §§ 2030.290(c), 2031.320(c).) Misuses of the discovery process include, but are not limited to&(d) Failing to respond or to submit to an authorized method of discovery&(g) Disobeying a court order to provide discovery. (Code Civ. Proc., § 2023.010.)
Nevertheless, absent unusual circumstances, such as repeated and egregious discovery abuses, two facts are generally prerequisite to the imposition of a nonmonetary sanction. There must be a failure to comply with a court order and the failure must be willful. (
Lee v. Lee
(2009) 175 Cal.App.4th 1553, 1559.) Even where nonmonetary sanctions are called for, they & should be appropriate to the dereliction, and should not exceed that which is required to protect the interests of the party entitled to but denied discovery. [Citations] &[¶] The sanctions the court may impose are such as are suitable and necessary to enable the party seeking discovery to obtain the objects of the discovery he seeks, but the court may not impose sanctions which are designed not to accomplish the objects of discovery but to impose punishment. [Citations.] (
Biles v. Exxon Mobil Corp
.
(2004) 124 Cal.App.4th 1315, 1327.)
A trial court has broad discretion when imposing a discovery sanction. (
Lee
,
supra
, 175 Cal.App.4th at 1559.) In exercising this discretion [for nonmonetary sanctions], a variety of factors may be relevant, including, 1) the time which has elapsed since [the discovery requests] were served, 2) whether the party served was previously given a voluntary extension of time, 3) the number of [the discovery requests] propounded, 4) whether the unanswered questions sought information which was difficult to obtain, 5) whether the answers supplied were evasive and incomplete, 6) the number of questions which remained unanswered, 7) whether the questions which remained unanswered are material to a particular claim or defense, 8) whether the answering party has acted in good faith, and with reasonable diligence, 9) the existence of prior orders compelling discovery and the answering partys response thereto, 10) whether the party was unable to comply with the previous order of the court, 11) whether an order allowing more time to answer would enable the answering party to supply the necessary information, and 12) whether a sanction short of dismissal or default would be appropriate to the dereliction. (
Deyo v. Kilbourne
(1978) 84 Cal.App.3d 771, 796-97.)
Here, Defendant Addition B&D was ordered to provide further responses to Plaintiffs Form Interrogatories, Set Two and Request for Admissions, and pay monetary sanctions in the amount of $3,578.35 within 30 days of the March
1, 2023 order. (Frischer Decl., ¶¶2-3, Ex. 1.) The ordered sanctions were amended in a subsequent Nunc Pro Tunc Order on March 7, 2023 as against Defendant Addition B&D and current defense counsel of record, Gary Schwartz only. (
Id.
at ¶4, Ex. 2.) Plaintiff contends although Defendant Addition B&D paid the ordered sanctions, it has still failed to provide any further proper and meaningful responses in compliance with the March 1 and 7, 2023 orders. (
Id.
at ¶5.) Furthermore, Defendant Addition B&D has not filed an opposition, thus provides no rebuttal response to this contention.
This Court previously denied a motion for terminating sanctions, noting in May 2023 that noncompliance with previous orders did not justify terminating sanctions at the time, but specifically warning that should such conduct continued, it could justify an eventual order of termination. Unfortunately, it did continue. On May 10, 2023, when the Court denied the terminating sanctions, Defendant Addition B&D was ordered to pay $3,490.62 in monetary sanctions for noncompliance with the March 1 and 7, 2023 orders. (Frischer Decl., ¶¶6-7, Ex. 3.) Plaintiff asserts that Defendant Addition B&D and its counsel have failed to pay these ordered sanctions. (
Id.
at ¶9.) Moreover, this Court heard and granted Plaintiffs motions to compel responses to Form Interrogatories, Set Three; Special Interrogatories, Set Three; Demand for Production of Documents, Set Three; and Request for Admission, Set Three. (Frischer Decl., ¶¶10-20, Exs. 5-9.) This Court also ordered sanctions in an amount totaling $9,681.55 for all four motions. (
Id
.)
Defendant Addition B&D has now also failed to provide responses and produce documents in accordance with the January 23, 2024, January 29, 2024, and February 5, 2024 orders. (
Id.
) Likewise, Defendant Addition B&D has failed to pay the ordered sanctions. (
Id.
) As such, Plaintiff has demonstrated that Defendant Addition B&D is engaging in a pervasive and consistent pattern of misuse of the discovery process. Additionally, the issuance of monetary sanctions has not produced compliance. Last, Defendant Addition B&D has not shown it is interested in defending against this lawsuit since no opposition has been filed attesting to any substantial justification or other circumstances that would make imposing terminating sanctions unjust.
Therefore, Defendant Addition B&Ds conduct in violating multiple court orders for discovery and failure to respond to this motion warrants terminating sanctions and monetary sanctions for the reasonable expense of bringing this motion.
Conclusion
Based on the foregoing, Plaintiff Creditors Adjustment Bureau, Inc.s Motion for Terminating Sanctions is GRANTED. Defendant Addition Building & Design, Inc.s Answer to Complaint is stricken and default is entered against it. Sanctions in the amount of $2,579.15 for the reasonable fees and costs of bringing this motion is granted. Plaintiff is to file a default judgment package within 30 days of this order.
Ruling
WILMINGTON TRUST, NATIONAL ASSOCIATION, AS ET AL VS. EMPORIUM MALL LLC, A DELAWARE LIMITED LIABILTY ET AL
Jul 11, 2024 |
CGC23609424
Real Property/Housing Court Law and Motion Calendar for July 11, 2024 line 3. DEFENDANT EMPORIUM MALL LLC, A DELAWARE LIMITED LIABILTY COMPANY, S.F. CENTRE LIMITED PARTNERSHIP, A DELAWARE MOTION OF DEFENDANTS EMPORIUM MALL LLC AND S.F. CENTRE LIMITED PARTNERSHIP FOR ORDER STAYING LITIGATION; MEMORANDUM OF POINTS AND AUTHORITIES is continued to July 15, 2024 per July 10, 2024 ex-parte order. =(501/HEK) Parties may appear in-person, telephonically or via Zoom (Video - Webinar ID: 160 560 5023; Password: 172849; or Phone Dial in: (669) 254-5252; Webinar ID: 160 560 5023; Password: 172849). Parties who intend to appear at the hearing must give notice to opposing parties and the court promptly, but no later than 4:00 p.m. the court day before the hearing unless the tentative ruling has specified that a hearing is required. Notice of contesting a tentative ruling shall be provided by sending an email to the court to Department501ContestTR@sftc.org with a copy to all other parties stating, without argument, the portion(s) of the tentative ruling that the party contests. A party may not argue at the hearing if the opposing party is not so notified and the opposing party does not appear.
Ruling
MADRID vs SINGLETON
Jul 11, 2024 |
CVSW2302172
MOTION TO STRIKE 2ND AMENDED
CVSW2302172 MADRID VS SINGLETON
COMPLAINT
Tentative Ruling:
Technically, the moving party is correct as to the lateness of the amendment. However, the law
abhors rulings on technicalities and with the matter fully briefed, no resulting prejudice is seen
by the delay in the amendment. Punitive Damages are correctly stricken until the 3COA and
5COA are perfected. Again, the Attorney’s Fees is an interpretation of contract issue at the
close of litigation. As such, it is not ripe.
3.
MOTION FOR INTERLOCUTORY
CVSW2309240 SPENCER VS ALVARADO JUDGMENT OF PARTITION AND
APPOINTMENT OF REFEREE
Tentative Ruling:
With the pending MX to set aside the default set for August 1, 2024, this current hearing is
continued until that date.
Ruling
Monroy- Bautista -v - American Honda Motor CO., INC et al Print
Jul 15, 2024 |
CIVSB2315690
PROCEDURAL/FACTUAL BACKGROUND
Currently before the Court is a Motion to Compel related to lemon law litigation.
As alleged, in March 2019, Plaintiff Salvador Monroy-Bautista (hereinafter, “Plaintiff”)
purchased a 2019 Honda Civic (hereinafter, “Subject Vehicle”) that was covered by Defendant
American Honda Motor Co., Inc.’s (hereinafter, “Defendant” or “Honda”) warranties. (Compl.
¶¶9-10.) Plaintiff alleges the Subject Vehicle was delivered defective and, after its purchase,
showed defects in its electrical and transmission systems. (Id. at ¶11.)
On July 7, 2023, Plaintiff filed his Complaint against Honda and co-defendant Ontario
Automotive LLC d/b/a Penske Honda Ontario (“Penske Honda Ontario,” and collectively, with
Honda, “Defendants”). The Complaint pleads four causes of action: (1) Violation of the Song—
Beverly Act — Breach of Express Warranty (against Honda); (2) Violation of the Song—Beverly
Act — Breach of Implied Warranty (against Honda); (3) Violation of the Song—Beverly Act
section 1793.2, subdivision (b) (against Honda); and (4) Negligent Repair (against Penske Honda
Ontario). Defendant answered on August 14, 2023.
2
On October 11, 2023, the parties entered into a protective order governing discovery. 1 On
November 29, 2023, Plaintiff filed a motion to compel further responses to Plaintiff’s Request for
Production of Documents, Set One, which was noticed for February 14, 2024. On January 12, this
Court held a Trial Setting Conference, in which it set an Informal Discovery Conference for March
8 and continued the hearing for the motion to compel until March 27. (Jan. 12, 2024 Min. Order.)
Honda did not appear at the March 8 discovery conference, and the Court set another one for May
17, continuing the hearing on the motion to compel to May 30. (Mar. 8, 2024 Min. Order.)
On March 29, Plaintiff filed the instant motion to compel, seeking further responses to
Plaintiff’s Request for Production of Documents, Set Two. Plaintiffs’ motion seeks to compel
further responses to their requests for production (hereinafter, “RFPs”) 10, 14, 23, 24, 33, 37, 46,
and 47. In support of their motion, Plaintiff also filed a proposed order, declaration of counsel, and
separate statement.
On May 17, the parties met for an informal discovery conference, and the Court vacated
the hearing date for May 30, which was set to rule on Plaintiff’s first motion to compel. In the
minute order, the Court stated:
Parties agree that the only Request for productions that remain at
issue are No.’s 10, 14, 23, 24, 33, 37, 46, and 47.
The only document in contention is the Honda “Quality
Improvement Sheet(s)”, otherwise, all documents responsive to
these request[s] for production[] have been produced.
Honda’s opposition to the motion will focus on its refusal to
produce the Quality Improvement Sheet(s).
(May 17, 2024 Min. Order.) The RFPs referenced above correspond to the RFPs at issue in the
current motion to compel, however, despite what is written in the May 17 Minute Order, Honda’s
1
This protective order was filed with the Court on October 17, 2023, but based on a review of Odyssey, it does not
appear to be signed by the Court.
3
opposition does not just “focus on its refusal to produce the Quality Improvement Sheet(s).” (Ibid.)
It, instead, addresses all of Plaintiff’s motion. On July 8, Plaintiff filed his reply.
This motion is currently scheduled to be heard Monday, July 15, 2024.
DISCUSSION
I. Legal Standard.
a. The Parameters of Discovery.
Under California’s Civil Discovery Act, “parties may conduct discovery ‘regarding any
matter, not privileged, that is relevant to the subject matter involved in the pending action … if the
matter either is itself admissible in evidence or appears reasonably calculated to lead to the
discovery of admissible evidence.’” (Perlan Therapeutics, Inc. v. Superior Court (2009) 178
Cal.App.4th 1333, 1351, fn.12 (citing Code Civ. Proc., §2017.010).)
“Thus, for discovery purposes, information is relevant to the ‘subject matter’ of an action
if the information might reasonably assist a party in evaluating a case, preparing for trial, or
facilitating settlement.” (Jessen v. Hartford Cas. Ins. Co. (2003) 111 Cal.App.4th 698, 711-712.)
With respect to whether a request will lead to the discovery of admissible evidence, “[i]nformation
is relevant if its discovery will tend to promote settlement or assist in preparation for trial” and the
party seeking discovery is entitled to substantial leeway, with doubts resolved in favor of allowing
discovery. (Norton v. Superior Court (1994) 24 Cal.App.4th 1750, 1760-1761.)
Although trial courts have “wide discretion” to allow or prohibit discovery, “trial courts
issuing discovery orders and appellate courts reviewing those orders should do so with the pro-
discovery policies of the statutory scheme firmly in mind. A trial court must be mindful of the
Legislature’s preference for discovery over trial by surprise, must construe the facts before it
liberally in favor of discovery, may not use its discretion to extend the limits on discovery beyond
4
those authorized by the Legislature, and should prefer partial to outright denials of discovery.”
(Williams v. Superior Court (2017) 3 Cal.5th 531, 540.)
b. Motions to Compel.
A party who deems a statement of compliance with a document demand as incomplete, or
the representation of inability to comply as inadequate, incomplete, or evasion, or an objection to
a document demand as without merit or too general can move to compel further responses. (Code
Civ. Proc., §2031.310, subd. (a).) In ruling on the motion, courts may consider the relationship of
the information sought to the issues framed in the pleadings; the likelihood that disclosure will be
of practical benefit to the party seeking discovery; and the burden or expense likely to be
encountered by the responding party in furnishing the information sought. (Weil & Brown, Cal.
Prac. Guide (TRG 2013), Civil Procedure Before Trial, §8:1180-8:1181.)
The motion to compel must be noticed within 45 days of receipt of the responses (plus the
additional time if not personally served). (Code Civ. Proc., §2031.310, subd. (c).) The motion to
compel must be accompanied by a declaration stating facts showing a reasonable and good faith
attempt to resolve informally the issues presented by the motion before filing the motion. (Code
Civ. Proc., §§2031.310, subd. (b)(2), 2016.040.) Additionally, the moving party must set forth
facts showing good cause justifying the discovery sought by the demand. (Code Civ. Proc.,
§2031.310, subd. (b)(1).) Motions to compel must also be accompanied by a separate statement
containing the requests and the responses, verbatim, as well as reasons why a further response is
warranted. (Cal. Rules of Court, rule 3.1345(a).) The separate statement must be complete in itself;
no extrinsic materials may be incorporated by reference. (Id., rule 3.1345(c).)
A motion to compel further responses to a demand for inspection or production of
documents may be brought based on: (1) incomplete statements of compliance; (2) inadequate,
5
evasive or incomplete claims of inability to comply; or (3) unmerited or overly generalized
objections. (Code Civ. Proc., § 2031.310, subd. (c).) A motion to compel further responses “shall
set forth specific facts showing good cause justifying the discovery sought by the inspection
demand.” (Code Civ. Proc. § 2031.310(b)(1).)
Unverified discovery responses are tantamount to no response at all, and are subject to a
motion to compel responses (rather than a motion to compel further responses). (Appleton v.
Superior Court (1988) 206 Cal. App. 3d 632, 635-36.) However, objections to interrogatories and
demands for production are not required to be verified because “objections are legal conclusions
interposed by counsel, not factual assertions by a party.” (Blue Ridge Insurance Co. v. Superior
Court (1988) 202 Cal.App.3d 339, 345.)
The standard of review for discovery orders in general is abuse of discretion. (Costco
Wholesale Corp. v. Superior Court (2009) 47 Cal.4th 725, 733.) The determination whether a
privilege applies likewise is subject to the abuse of discretion standard. (Kirchmeyer v.
Phillips (2016) 245 Cal.App.4th 1394, 1402.)
II. Analysis.
In Plaintiff’s motion he seeks further responses to eight specific RFPs (10, 14, 23, 24, 33,
37, 46, and 47), all of which seek documents, including emails, relating to “field technical reports”.
Each of the eight RFPs relate to slightly different topics, and are analyzed below.
a. Meet and Confer Requirement
Procedurally, Plaintiff is required to file “a meet and confer declaration,” that states “facts
showing a reasonable and good faith attempt at an informal resolution of each issue presented,”
along with its motion to compel. (Code Civ. Proc., §§ 2016.040; 2031.310, subd. (b)(2).) Along
with his motion, Plaintiff filed the declaration of counsel Chris Grigoryan, which stated that
counsel sent two separate meet and confer letters, in good faith, prior to filing this motion. (C.
6
Grigoryan ¶¶19-20.) Although Honda argues that Plaintiff did not attempt to meet and confer after
the May discovery conference as was requested by the Court, the meet and confer requirement has
technically been met. As such, the Court will rule on the merits to avoid further delays.
b. RFP 10: Structural Defects
Plaintiffs seek further responses to RFP 10, which seeks “field technical reports … with
information relating to warranty parts replacement trends relating to the STRUCTURAL
DEFECTS in vehicles of the same year, make, and model as the Subject Vehicle.” (Pl.’s Sep.
Statement at 16 (emphasis in original).) To this request, Honda objects, but then also states that it
“has made a diligent search and reasonable inquiry in an effort to comply with this request and has
no field technical reports directed to warranty parts replacement trends and no responsive
documents have ever existed.” (Id. at 17.)
Defendant’s response that it made a diligent search, reasonable inquiry and no document
exists is code-compliant and the Court cannot order Honda to produce records it states do not exist.
(Code Civ. Proc., § 2031.230.) To the extent Honda is interpreting the request too narrowly and
responsive documents do exist, Honda is correct that the documents sought by RFP 10 are
irrelevant and beyond the scope of discovery in this case.
In his complaint, Plaintiff alleges problems with electrical and transmission defects, but
RFP 10 seeks documents related to “structural defects.” In his motion, Plaintiff goes through the
repair history of the Subject Vehicle (Mem. at 3), and none of those repairs deal with the Subject
Vehicle’s structure. As such, RFP 10 is beyond the scope of discovery. The Court denies the
motion to compel as to RFP 10.
c. RFPs relating to Transmission and Electrical Defects (14, 23, 24, 33, 37, 46,
47).
7
Plaintiff seeks further responses to seven RFPs that seek “field technical reports” related
to “common parts failures,” (RFPs 14, 37) “commonly observed problems,” (RFP 23), “repeat
repair failures,” (RFP 24, 47), warranty parts replacements (RFP 33), and “suggested repair
procedures” (RFP 46) relating to electrical or transmission defects in vehicles of the same year,
make, and model as the Subject Vehicle.
To these requests, Honda objects but then also states that it “has made a diligent search and
reasonable inquiry in an effort to comply with this request and has no field technical reports…and
no responsive documents have ever existed.” (Pl.’s Sep. Statement at 19-27.)
Defendant’s response that it made a diligent search, reasonable inquiry and no document
exists is code-compliant and the Court cannot order Honda to produce records it states do not exist.
(Code Civ. Proc., § 2031.230.) As Honda has noted, Plaintiff did not define “field technical
reports,” in its RFPs, and if Honda has no documents under this title, it cannot be expected to
produce anything responsive to these requests.
It may be, however, that at the informal discovery conference, the parties came to an
understanding that these RFPs are actually seeking “Quality Improvement Sheet(s),” related to the
specific topics. (May 17, 2024 Min. Order.) To the extent the parties do have an understanding
that these RFPs seek “Quality Improvement Sheet(s)” and these documents do exist, they are
relevant to the litigation and should be produced.
Discovery is relevant if it is admissible or reasonably calculated to lead to admissible
evidence. (Code Civ. Proc., §2017.010.) “In the context of discovery, evidence is ‘relevant’ if it
might reasonably assist a party in evaluating its case, preparing for trial, or facilitating a settlement.
(Glenfed Dev. Corp. v. Superior Court (National Union Fire Insurance Company of Pittsburgh,
PA) (1997) 53 Cal.App.4th 1113, 1117; Norton v. Superior Court (Ein) (1994) 24 Cal.App.4th
8
1750, 1760.) Case law allows the discovery of other vehicles having the same defects as the at-
issue vehicle. (Doppes v. Bentley Motors, Inc. (2009) 174 Cal.App.4th 967, 973-74 (the court
allowed the discovery of all warranty complaints received on vehicles of the same make, model,
and year as the plaintiff’s vehicle); Donlen v. Ford Motor Company (2013) 217 Cal.App.4th 138,
152-532 (the Court of Appeal recognized that submitted evidence concerning the same make and
model vehicle that showed the same non-conformities, as the subject vehicle, was evidence the
expert properly relied upon to show the defendant failed to conform the subject vehicle to its
warranty).)
Plaintiff cites several cases to illustrate that it is common practice to allow production of
internal emails, bulletins, and database searches related to similarly situated vehicles of the
involved in litigation. For example, in Santana v. FCA US, LLC (2020) 56 Cal.App.5th 334, 340-
347, the Court of Appeal noted that internal e-mails demonstrated that Chrysler was aware of the
problem with the Totally Integrated Power Module, which affected the plaintiff’s vehicle, and this
ultimately led the Santana Court to conclude the jury could infer from the emails that the
manufacturer intentionally chose not to fully honor the express warranty, which was sufficient to
support a civil penalty under section 1794, subdivision (c).
Honda argues these RFPs are entirely too broad, and, even if narrowed, do not seek
information allowed pursuant to the case law cited by Plaintiff. Defendant essentially argues this
action is for one vehicle hence these requests exceed the scope of relevant discovery. For support
to limit the discovery, Defendant relies on Calcor Space Facility v. Superior Court (Thiem
Industries, Inc.) (1997) 53 Cal.App.4th 216, 224-225 (Calcor Space Facility) and distinguishes
2
In Velasco v. Mercedes-Benz USA, LLC (C.D.Cal. 2019) 2019 U.S.Dist. LEXIS 222387, at *3, the Central District Court
of Appeal indicates Donlen is superseded by statute. But the Velasco court is referring to revisions in the Federal
Rules of Civil Procedure. (Ibid.) This Court relies on California law, not the Federal Rules of Civil Procedure.
Therefore, the holding of Velasco is irrelevant.
9
Plaintiff’s relied on cases Doppes v. Bentley Motors, Inc. (2009) 174 Cal.App.4th 967 (Doppes)
and Donlen v. Ford Motor Co. (2013) 217 Cal.App.4th 138 (Donlen).
In Calcor Space Facility (cited by Defendant), the Court of Appeal, Fourth District vacated
a trial court order compelling discovery, where it found Plaintiff had been allowed to proceed with
a “fishing expedition,” because the plaintiff’s requests failed to “bear any relationship to the
manner in which [defendant] Calcor maintains its records. The burden is sought to be imposed on
Calcor to search its extensive files, at many locations, to see what it can find to fit [plaintiff’s]
definitions, instructions and categories.” (Calcor Space Facility v. Superior Court, supra, 53
Cal.App.4th at 222.)
Plaintiff’s RFPs, however, do bear a relationship to the claims at issue and given that they
are tailored to issues named in the complaint and related to the same make and model of the Subject
Vehicle, they seem sufficiently narrowly tailored. While neither Doppes nor Donlen is directly on
point, they do establish a consensus that discovery associated with complaints and defects in
similar vehicles can be relevant under the Song Beverly Consumer Warranty Act, particularly, in
assisting on whether Honda was aware of the defects. Also, Civil Code section 1794, subdivision
(c), provides that if a buyer establishes the defendant willfully failed to comply with its obligation,
he is entitled to recover a civil penalty. However, if the manufacturer’s failure to repurchase or
replace was based on good faith and reasonable belief the statutory obligation did not exist, then
willfulness cannot be found. (Lukather v. General Motors, LLC (2010) 181 Cal.App.4th 1041,
1051; Oregel v. American Isuzu Motors, Inc. (2001) 90 Cal.App.4th 1094, 1104.) Nevertheless,
“[a] decision made without the use of reasonably available information germane to that decision
is not a reasonable, good faith decision.” (Lukather v. General Motors, supra, 181 Cal.App.4th at
1051.)
10
Applying this here, these RFPs seek documents discussing common part failures, observed
problems, warranty parts replacements, suggested repair procedures, and repeat repair failures
relating to electrical and transmission defects in vehicles of the same year, make, and model as the
Subject Vehicle. They thus go to Honda’s knowledge of the issues and/or ability to fix/repair the
defects present in the Subject Vehicle that were specifically plead in the Plaintiff’s complaint.
These RFPs also relate to the issue of Honda’s duty to replace or repurchase under the Song
Beverly Consumer Warranty Act.
As such, if Plaintiff’s RFPs 14, 23, 24, 33, 37, 46, and 47 are seeking “Quality
Improvement Sheet(s),” a document familiar to Honda, and related to electrical and transmission
defects in vehicles of the same year, make, and model as the Subject Vehicle, the Court grants the
motion to compel. But if the parties do not have an understanding as to what specific documents
these requests are seeking, Plaintiff is given leave to amend the requests.
CONCLUSIONS
Based on the foregoing analysis, the Court Grants, in part, and Denies, in part, Plaintiff s
Motion to Compel Further Responses:
(1) Denies the Motion as to RFP 10; and
(2) Grants the Motion to Compel and orders Defendant to further respond to RFPs 14,
23, 24, 33, 37, 46, and 47 if the parties have an understanding as to what title or category of
documents Plaintiff is seeking, given that repair reports related of vehicles of the same year, make
and model as the Subject Vehicle relating to electric or transmission defects are relevant. If the
parties do not have an understanding of the specific type of document Plaintiff is seeking, Plaintiff
is given leave to amend the requests to define “field technical reports”.
Plaintiff’s counsel is ordered to provide notice.
11
12
Ruling
CALIFORNIA CREDITS GROUP, LLC, A DELAWARE LIMITED LIABILITY COMPANY VS FOSTER POULTRY FARMS, LLC, ET AL.
Jul 10, 2024 |
23STCV09536
Case Number:
23STCV09536
Hearing Date:
July 10, 2024
Dept:
54
Superior Court of California
County of Los Angeles
California Credits Group, LLC,
Plaintiff,
Case No.:
23STCV09536
vs.
Tentative Ruling
Foster Poultry Farms, LLC f/k/a Foster Poultry Farms, et al.,
Defendants.
Hearing Date: July 10, 2024
Department 54, Judge Maurice Leiter
Motion To Compel Further Responses to Requests for Production of Documents
Moving Party
: Plaintiff California Credits Group, LLC
Responding Party
: Defendant Foster Poultry Farms, LLC
T/R
:
THE MOTION IS GRANTED IN PART.
PLAINTIFF TO GIVE NOTICE.
If the parties wish to submit on the tentative, please email the courtroom at
SMCdept54@lacourt.org
with notice to opposing counsel (or self-represented party) before 8:30 am on the day of the hearing.
The Court considers the moving papers, opposition, and reply.
BACKGROUND
Plaintiff California Credits Group, LLC sued defendants Foster Poultry Farms, LLC and Foster Farms, LLC on April 28, 2023 for breach of contract and breach of the covenant of good faith and fair dealing.
As alleged in its complaint, Plaintiff provides tax credit services with a primary focus on California Enterprise Zone credits. (Compl., ¶ 9.) Defendant Foster Poultry was one of Plaintiffs clients; Defendant Foster Farms acquired Foster Poultry in June 2022. (
Id.
, ¶¶ 11-13.) Under the contract, Plaintiff would locate employees for Foster Poultry who, once employed, would generate tax credits for Foster Poultry based on Enterprise Zone economic incentives. (
Ibid.
) Foster Poultry agreed to pay Plaintiff a portion of the credits generated when the credits were utilized, that is, when they were actually applied to reduce Foster Poultrys tax obligations. (
Id.
, ¶ 14-15, Exhs. A-B [initial 2005 and amended 2007 contracts].)
The Contract anticipated the possibility that Foster Poultry might be acquired, and there may be tax credits that had been
generated
by Plaintiffs recommended hires, but not yet
utilized
. (
Id.
, ¶ 20.) Those credits utility might be cut off by an acquisition. (
Id.
, ¶¶ 21-22.)
In that case, the contract required that all pending credits be deemed utilized, and Plaintiff paid for their use, upon Foster Poultrys acquisition. (
Id.
, ¶ 22.)
The private equity firm Atlas Holdings, Inc. acquired Foster Poultry in June 2022. (
Id.
, ¶¶ 4-5.) The transaction was structured so that Foster Poultrys co-defendant, Foster Farms, acquired Foster Poultry, and Atlas in turn acquired Foster Farms. (
Id.
, ¶ 5.) Plaintiff alleges that when Atlas acquired Foster Poultry, it cut off $70 million in outstanding, unutilized tax credits generated by Plaintiff. (
Id.
, ¶ 30.)
On May 17, 2024, Plaintiff filed the instant motion to compel further responses to its Requests for Production (Set One) propounded on Foster Poultry.
ANALYSIS
Plaintiff moves for further responses to its Requests for Production (RPDs) Nos. 9-11 and 40. Plaintiff frames these as requests for communications relating to the June 2022 reorganizing transactions that suspended the tax credits allocated by [Plaintiff]. (MPA, 4:22-23.) Plaintiff contends these documents must be produced because they are critical to understanding the scope and significance of the June 2022 transactions and determining whether they constitute a Reorganization under the parties Agreements. (
Id.
, 26-28.)
Defendant argues that communications involving the June 2022 transactions are irrelevant to whether the transaction was a Reorganization for purposes of the parties contract. Defendant contends that all Plaintiff needs are the documents governing the transactions namely, the June 2022 Purchase Agreement (2022 Agreement). Defendant already has produced the 2022 Agreement. Defendant also objects that the requests are unduly burdensome, Plaintiff has not properly met and conferred about them, and, to the extent some portion of the materials might be relevant, Plaintiffs Requests should be narrowed after Plaintiff obtains its still-outstanding, more reasonable discovery.
Defendant has produced to Plaintiff excerpts of the 2022 Agreement that Plaintiff contends triggered the reorganization provisions of the Contract. Defendant contends this satisfies Plaintiffs asserted need to evaluate whether Defendants reorganization triggered the Contract.
Defendant cannot unilaterally identify what evidence Plaintiff needs. For discovery purposes, information is relevant if it might reasonably assist a party in evaluating the case, preparing for trial, or facilitating settlement. [Citation.] ... [T]he scope of discovery extends to any information that reasonably might lead to other evidence that would be admissible at trial. Thus, the scope of permissible discovery is one of reason, logic and common sense. (
Lipton v. Superior Court
(1996) 48 Cal.App.4th 1599, 16111612, 56 Cal.Rptr.2d 341.)
Communications surrounding the execution of the 2022 Agreement may lead to admissible evidence about how its execution was expected to impact the terms of the Contract. Plaintiff may explore evidence of how the 2022 Agreement was executed, and whether those facts are relevant to the alleged breach.
Defendants have not shown undue burden.
Some of the phrasing of Plaintiffs requests is overbroad; the Court will sustain Defendants objections in part:
The Court grants Plaintiffs motion and orders Defendant to provide Code-compliant responses to all the disputed requests within thirty (30) days of this ruling, except:
1. Defendant need only produce documents created between June 1, 2021 and the filing of the complaint, and
2. The terms in connection with and in connection with or following are narrowed to as a result of for purposes of this order.
The Court finds Defendant was substantially justified in opposing Plaintiffs motion. The Court awards no sanctions.
Preview
FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM INDEX NO. E2024010178 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024 MONROE COUNTY CLERK’S OFFICE THIS IS NOT A BILL. THIS IS YOUR RECEIPT. Receipt # 3910914 Book Page CIVIL Return To: No. Pages: 16 JACK MADEB 2433 Knapp Street STE 203A Instrument: EXHIBIT(S) Brooklyn, NY 11235 Control #: 202406200450 Index #: E2024010178 Date: 06/20/2024 PARKSIDE FUNDING GROUP LLC Time: 10:50:33 AM AZ FACILITY SOLUTIONS LLC IMELDA SPARKLE CLEANING SERVICES, LLC A&R EVENTS, LLC IMY'S JCXA BUILDING SERVICES LLC CONTRERAS, RITA IMELDA Total Fees Paid: $0.00 Employee: State of New York MONROE COUNTY CLERK’S OFFICE WARNING – THIS SHEET CONSTITUTES THE CLERKS ENDORSEMENT, REQUIRED BY SECTION 317-a(5) & SECTION 319 OF THE REAL PROPERTY LAW OF THE STATE OF NEW YORK. DO NOT DETACH OR REMOVE. JAMIE ROMEO MONROE COUNTY CLERK 202406200450 Index # INDEX : E2024010178 NO. E2024010178 FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024 Parkside FUNDINGGROUP AGREEMENT FOR THE PURCHASE AND SALE OF FUTURE RECEIVABLES This purchase and sale of future receivables agreement (“Agreement”) dated 05/21/2024, is made by and between Parkside Funding Group LLC (hereinafter “Parkside” or “Purchaser”) and each Seller listed below (together referred to as “Seller”). TERMS AND CONDITIONS SECTION A: 1. SALE OF FUTURE RECEIVABLES : Seller, identified on page 2 and 3, in addition to any Seller attached to this agreement in Addendum A, hereby sells, assigns and transfers to Parkside, the Specified Percentage of the proceeds of each future sale (“Future Receivables”) made by Seller in consideration for receiving the Purchase Price, minus any Fees and/or any Payoff/Refinance, until Parkside has received the full Purchase Amount. Purchase Amount: Q: What is the Purchase Amount? $29,000.00 A: The Purchase Amount is the amount of future receivables Parkside is purchasing from Seller. Purchase Price: Q: What is the Purchase Price? $20,000.00 A: The Purchase Price is the amount Parkside is paying upfront for the Purchase Amount before deducting any Fee or REFI. Payoff/Refinance (“REFI”): Q: What is a Payoff/Refinance? A: If Seller has an open balance with either Parkside or another third $0.00 party, Seller may request Parkside to Payoff said balance with part or all of the Purchase Price. Total Funds Received by Seller(s): Purchase Price received by Seller minus any Fee $19,000.00 and/or any Payoff from REFI. Percentage Purchased (“PP”): Q: What is the Percentage Purchased? A: The Percentage Purchased is the percentage of receivables to be 8.00% remitted to Parkside until the Purchase Amount is fully remitted to Parkside or the Seller no longer has such obligation pursuant to the terms of the Agreement. Estimated Payment (“EP”): Q: What is the Estimated Payment? A: An estimated initial amount calculated based on Sellers’s past $906.25 Weekly receivables amount and the Percentage Purchased, to be paid from the Seller’s receivables to Parkside, which is subject to Reconciliation pursuant to Section A (3). Fee: Q: What is a Fee that will deducted from the Purchase Price? $1,000.00 A: Up to 5.00% of the Purchase price will be deducted from the Purchase Amount for underwriting costs. 1 202406200450 #: E2024010178 Index NO. INDEX E2024010178 FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024 Parkside FUNDINGGROUP SELLERINFORMATION Seller(s) Information Legal/Corporate Name: AZ FACILITY SOLUTIONS LLC D/B/A: Federal Tax ID: Type of Entity Limited Liability Company State of Incorporation AZ Physical Addess: 5321 WST KATERIDR City: LAVEEN State: AZ Zip: 8533 Business Phone: 000-000-0000 Email: Seller 2 Legal/Corporate Name: IMELDASPARKLECLEANINGSERVICES,LLC D/B/A: Type of Entity Limited Liability Company State of Incorporation AZ 8501 Physical Addess: 3411 N 32NDST City: PHOENIX State: AZ Zip: Business Phone: Email: Seller 3 Legal/Corporate Name: A&REVENTS, LLC D/B/A: Type of Entity Limited Liability Company State of Incorporation AZ 8503 Physical Addess: 1619 N 59TH AVE City: PHOENIX State: AZ Zip: 5 Business Phone: Email: Seller 4 Legal/Corporate Name: IMY'S JCXABUILDINGSERVICESLLC D/B/A: Type of Entity Limited Liability Company State of Incorporation AZ Physical Address: 5321 WST KATERYDR City: LAVEEN State: AZ Zip: 8533 9 Business Phone: Email: Guarantor ("Guarantor") Information 1 Corporate Officer/Owner Name: RITA IMELDACONTRERAS Title: Owner Ownership %: 100 HomeAddess: 5321 WST KATEM D__R City: LAVEEN State: - AZ Zip Code: 85339 2 202406200450 IndexNO. INDEX #: E2024010178 E2024010178 FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024 Parkside FUNDINGGROUP Home Phone Number: -- Cell Phone Number: -- Email: ritacontreras1971@hotmail.com 2. THIS AGREEMENT IS NOT A LOAN : PARKSIDE and each Seller (together the “Parties”) intend and agree that the purchase and sale of the Future Receivables by Seller is not, nor interpreted to be, a loan. There is no interest rate, or payment schedule and no time period during which the Purchase Amount must be collected by Parkside. Parkside is purchasing the Purchase Amount knowing the risks that Seller’s receivables may be substantially reduced, or that Seller’s business may fail in which Parkside will not receive any remittance from Seller. In such an event, Seller would not be in breach/default of this Agreement. Parkside assumes these risks based on the Seller’s representations, warranties and covenants in this Agreement that are designed to give Parkside a reasonable and fair opportunity to receive the benefit of the bargain. The Parties agree that the Purchase Price is the fair market value for said receivables. If a court determines that Parkside has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and Parkside shall promptly refund to seller any interest received by Parkside in excess of the maximum lawful rate, it being intended that Seller not pay or contract to pay and that Parkside not receive or contract to receive, directly or indirectly in an manner whatsoever, interest in excess of that which may be paid by Seller under applicable law. Seller knowingly and willingly waives the defense of usury in any action or proceeding. 3. Reconciliation: To ensure that Parkside has collected from Seller an amount that equals the Percentage Purchased, and as long as Seller has not breached this Agreement, any Seller may give written notice to Parkside requesting that Parkside conduct a reconciliation to adjust the daily amount to reflect the Seller’s actual past and expected future receivables. A reconciliation may also be requested by sending an e-mail to Parkside at Accounting@parksidefundinggroup.com. Seller shall provide Parkside with any financial documentation or information requested by Parkside for Parkside to verify the actual receivables and complete the reconciliation. Parkside will complete each reconciliation within five business days after receipt of a written request and accompanied by the documentation and information required for it. If after Parkside conducts the reconciliation, and it is determined by Parkside that Parkside received more funds from Seller than it was intitled to, Parkside shall remit the excess funds to Seller within three business days of completing the Reconciliation. 4. Authorized Bank Account: Seller shall deposit all of the Future Receivables into the single business banking account (the “Account”) acceptable to Parkside to obtain electronic fund transfer services and/or “ACH” payments. Seller must instruct Seller’s credit card processor, which must be approved by Parkside, (the “Processor”) to deposit all payment card receipts of Seller into the Account. Seller shall provide Parkside and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify each Seller’s Receivables. Seller shall not change any of the passwords without prior written consent from Parkside. Seller authorizes Parkside to debit the Estimated Payment from the Account each business day/week/month by either electronic fund transfer services and/or “ACH” payments. 5. Insufficient Funds In Account: Seller understands that it is responsible for ensuring that the Estimated Payment amount is available in the Account each business day/week/month or advising Parkside prior to each daily/weekly/monthly withdrawal of a shortage of funds. Seller will be responsible 3 202406200450 IndexNO. INDEX #: E2024010178 E2024010178 FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024 Parkside FUNDINGGROUP for any fees incurred by Parkside as a result of a rejected electronic check or ACH debit attempt (if no prior notice was provided) and such rejection may be result in event of default as defined with Section D. Parkside is not responsible for any overdrafts or rejected transactions that may result from Parkside’s debiting any amount authorized under the terms of the Agreement. Seller acknowledges that the foregoing ACH authorization is a fundamental condition to induce Parkside to accept the Agreement. As such, such authorization is intended to be irrevocable. 6. Fiduciary Duty of Seller: Each Seller agrees that it is a fiduciary for Parkside, and each Seller will hold its receivables in trust for Parkside in its capacity as a fiduciary for Parkside. Until the Purchased Amount has been received in full by Parkside, Seller’s receivables, up to the balance of the Purchased Amount, shall be the property of Parkside. 7. Information To Be Delivered To Parkside : Seller shall provide to Parkside any authorizations, bank or financial statements, tax returns, as Parkside deems necessary in its sole discretion prior to or any time after execution of this Agreement. Seller shall provide the requested documents within five (5) business days after request by Parkside. Seller authorizes all of its banks, brokers and credit card processors to provide Parkside with Seller’s banking, brokerage and/or processing history to determine qualification or continuation of the Agreement or for collections upon the event of Default. A photocopy of this authorization shall be deemed acceptable as an authorization for release of financial and credit information. 8. Financial Information Authorization: Seller authorize Parkside, its agents, representatives and any credit reporting agency engaged in Parkside to: (i) Investigate any references given or other statements or data obtained from or about Seller for the purpose of this Agreement. (ii) Obtain consumer and business reports on the Seller. (iii) Contact any current or prior banks of the Seller, to obtain any information regarding Seller’s transactions with said banks, in the furtherance of this Agreement. (iv) Investigate its financial responsibility and history. (v) Update such information and financial and credit reports/profiles from time to time as Parkside deems appropriate. (vi) Seller Waives to the maximum extent permitted by law any claim for damages against Parkside or any of its affiliates related to any investigation undertaken by or on behalf of Parkside as permitted by this Agreement or disclosure of information as permitted by this Agreement. 9. No Liability: In no event shall Parkside be liable for any claims asserted by Seller or Guarantor under any legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages, each of which is waived by both Seller and Guarantor. SECTION B REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER 4 202406200450 IndexNO. INDEX #: E2024010178 E2024010178 FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024 Parkside FUNDINGGROUP 1. Good Faith, Best Efforts And Due Diligence : Seller and each Guarantor represents, warrants and covenants that it will conduct its business in good faith and will use its best efforts to ensure that Parkside obtains the Purchase Amount. Seller represents, warrants and covenants that it is entering this Agreement for business purposes and not as a consumer for personal, family, or household purposes. 2. Financial Condition And Financial Information : Seller and each Guarantor represents, warrants and covenants that any information provided to Parkside under Section A, Paragraph 7 or 8, fairly represent the financial condition of Seller and each Guarantor at such dates. 3. Material Change In Business: Seller represents, warrants and covenants that Seller shall notify Parkside immediately if there are material adverse changes, financial or otherwise, in the operation of Seller or any change in the ownership of Seller. 4. Governmental Compliance: Seller represents, warrants and covenants that Seller is in compliance and shall comply with any and all laws and regulations promulgated by the State or Federal government including State and Federal Taxes. Seller has valid permits, authorizations and licenses to own operate, lease its properties, and to conduct its business in which it is presently engaged and or will engage in hereafter. 5. Authority To Enter Into This Agreement : Seller represents, warrants and covenants that Seller has full power and authority to incur and perform the obligations under this Agreement, all of which have been duly authorized. 6. Change Of Business Name, Location Or Closing Of Business : Seller shall not conduct Seller’s business under any name other than as disclosed to Parkside. Seller shall not change its place of business without prior written consent of Parkside. Seller shall not sell, dispose, transfer or otherwise convey all or substantially all of its business or assets without, (i) The express prior written consent of Parkside and (ii) The written Agreement of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Parkside. 7. Bankruptcy: Seller represents, warrants and covenants that as of the date of the executed Agreement, Seller is not insolvent, is not contemplating bankruptcy, has not filed any petition for bankruptcy protection under any Title of the United States Bankruptcy code, and to Sellers’s knowledge, there has been no involuntary petition brought or pending against Seller. 8. Business Interruption Insurance: Seller shall maintain business interruption insurance and shall provide PARKSIDE proof of such insurance upon request. 9. No Conflict with Other Agreements : Seller represents, warrants and covenants that Seller’s execution and performance of this Agreement will not conflict with any other agreement, obligation, promise, court order, administrative order or decree, law or regulation, to which Seller is subject, including any agreement which prohibits the sale or pledge of Seller’s future receivables. 10. No Stacking: Seller represents, warrants and covenants that Seller shall not enter into any purchase and sale of future receivables or any loan agreement that relates to or involves its future 5 202406200450 IndexNO. INDEX #: E2024010178 E2024010178 FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024 Parkside FUNDINGGROUP receivables with any party other than Parkside for the duration of this Agreement, without the prior written consent of Parkside. 11. No Diversion of Receipts: Seller represents, warrants and covenants that Seller shall not permit any event to occur that could cause a diversion of any of Seller’s Future receivables from the Account to another entity. 12. Negative Pledge: Seller agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the “Collateral” (Defined in Section C paragraph 1). 13. Seller’s Knowledge And Representation: Seller represents, warrants and covenants that it is a sophisticated business entity familiar with the kind of transaction covered by the Agreement and that it was or had the opportunity to be represented by legal counsel prior to signing this Agreement. 14. Title of Receipts: Seller represents, warrants and covenants that Seller has good, complete, unencumbered and marketable title to all future receivables, free and clear of any and all liabilities, liens, claims, changes, restrictions, options, rights, mortgages, security interests, equities, pledges and encumbrances of any kind or nature whatsoever or any other rights or interest that may be inconsistent with the transactions contemplated with or adverse to the interests of Parkside. 15. Estoppel Certificate: Seller represents, warrants and covenants that Seller shall, at least one day after notice from Parkside to Seller, execute, acknowledge and deliver to Parkside or to any other person, firm, entity specified by Parkside a statement certifying that this agreement is unmodified and in full force and effect (if modified- the same is in full force and effect as modified and stating the modifications). SECTION C RIGHTS OF PARKSIDE 1. Security Interest: Seller hereby grants to Parkside a first priority security interest in and lien upon: (a) All accounts receivable as defined in Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Seller and (b) all proceeds of any account receivable, as the term is defined in Article 9 of the UCC (together, the “Collateral”). Seller hereby represents and warrants that no other person or entity has a security interest in the Collateral. Seller acknowledges and agrees that any security interest granted to Parkside under any other agreement between Seller and Parkside (the “Cross-Collateral”) will secure the obligations hereunder. Seller agrees to execute any documents or take any action in connection with this Agreement as Parkside deems necessary to perfect or maintain Parkside’s first priority security interest in the Collateral or to effectuate Parkside’s right of setoff. Seller hereby authorizes Parkside to file any financing statements deemed necessary by Parkside to perfect or maintain Parkside’s security interest. Pursuant to Article 9 of the Uniform Commercial Code, upon any Event of Default hereunder, Parkside has control over and may direct the disposition of the Collateral, without further consent of Seller. Upon any Event of Default hereunder, Parkside shall have the right, without notice or demand of any kind, to notify account debtors of Parkside’s lien and collect any amount owed to Parkside directly from the account debtors. 2. Fees: Underwriting fee 5.00% of the Purchase Amount to cover underwriting related expenses. (Will be deducted from Purchase Price). Seller agrees that the Fees are reasonable. 6 202406200450 IndexNO. INDEX #: E2024010178 E2024010178 FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024 Parkside FUNDINGGROUP 3. Refinance/Payoff: At the time of this Agreement, Seller may have an existing balance, in which Seller previously sold its future receivables, with (i) Parkside (ii) another purchaser. Seller must disclose any prior Agreement to Parkside prior to signing this Agreement. Seller may opt to refinance or payoff its prior balance with part or all of the Purchase Price in order to enter this Agreement with Parkside. Seller shall direct Parkside to refinance or payoff its prior balance. 4. Right To Access: In order to ensure that Seller is complying with the terms of this Agreement, Parkside shall have the right to: (i) Enter the premises, without notice, of Seller’s business, for the purpose of inspection of Seller’s transaction processing terminals. (ii) Access to Seller’s employees and records and all other items as requested Parkside 5. Phone Recordings and Contact: Seller and each Guarantor agrees that any call between Parkside and Seller, their agents, and employees may be recorded and monitored. In addition, Seller and each Guarantor agrees that: (i) It has an established business relationship with Parkside including its employees and agents, and that Seller may be contacted, via phone, mail or email, from time-to-time regarding this Agreement or other related business transactions. (ii) Such communications and contacts are not unsolicited or inconvenient. (iii) Any such contact may be made by any phone number including cell phone numbers, email address, or facsimile number given to Parkside by Seller, its agents or employees. (iv) Seller and each Guarantor acknowledge that such calls or electronic communications may incur a charge or fee from the company that provides them with telecommunications, wireless, and/or Internet services, and that Parkside has no liability for any such charges. 6. Publicity: Parkside may, at its discretion, use Seller and each Guarantor’s name in listings of clients, and in marketing and advertising materials. 7. SERVICE OF PROCESS: IN ADDITION TO THE METHODS OF SERVICE ALLOW BY NEW YORK COURT RULES, SELLER AND GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS UPON IT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO THE ADDRESSES PROVIDED ON PAGE 1 OF THIS AGREEMENT, SERVICE HEREUNDER SHALL BE COMPLETE UPON SELLER’S OR GUARANTOR’S ACTUAL RECEIPT OF PROCESS OR UPON PARKSIDE’S RECEIPT OF THE RETURN THEREOF BY THE UNITED STATES POSTAL SERVICE AS REFUSED OR UNDELIVERABLE. SELLER AND GUARANTOR MUST PROMPTLY NOTIFY PARKSIDE, IN WRITING, OF EACH AND EVERY CHANGE OF ADDRESS TO WHICH SERVICE OF PROCESS CAN BE MADE. SECTION D EVENTS OF DEFAULT 1. Events of Default: The occurrence of any of the following events shall constitute an “Event of default” and Parkside shall be intitled to pursue without limitation any of the Remedies under Section D 7 202406200450 IndexNO. INDEX #: E2024010178 E2024010178 FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024 Parkside FUNDINGGROUP (2) immediately and without notice to Seller in addition to any remedy available to PARKSIDE under the law, in equity or otherwise pursuant to this Agreement. (i) Seller or Guarantor violates any term, covenant, warranty, or condition in this Agreement. (ii) Seller interferes with Parkside’s right to collect the Purchase Amount. (iii) Seller uses multiple depository accounts without the prior written consent of Parkside. (iv) Seller changes its depositing account or its payment card processor without the prior written consent of Parkside. (v) Any representation or warranty by Seller in the Agreement shall prove to have been incorrect, false or misleading in any material respect when made. (vi) Seller notifies Parkside that it is unilaterally terminating the Agreement. (vii) Seller transfers or sells all or substantially all of its assets without the prior written consent of Parkside. (viii) Seller transports, moves, interrupts, suspends, dissolves, or terminates its business without the prior written consent of Parkside other than a bankruptcy filing. (ix) Seller changes its processor or adds terminals without the prior written consent of Parkside. (x) Seller changes the Account username and/or password credentials without giving Parkside at least twenty-four-hour advance written notice of said change with the updated username and password. (xi) Seller causes its account to stop allowing Parkside to withdraw the Estimated Payment from the account and Seller does not notify Parkside by email at Accounting@parksidefundinggroup.com, within three business days of a valid reason for causing the account to stop payment. 2. Protections Against Default: The following protections may be invoked by Parkside immediately and without notice to Seller if any Event of Default occurs. (i) The full uncollected Purchase Amount plus all fees under section C (2) and Section D (5) due under the Agreement. (ii) Parkside may enforce the provisions of the Limited Personal Guaranty of performance – Attached to this Agreement – against the Guarantor. (iii) Parkside may enforce its security interest in the collateral under Section C (1). (iv) Parkside may proceed to protect and enforce its right and remedies by bringing a legal action against Seller and Guarantor pursuant to the Agreement in addition to any remedy available to Parkside under the law or in equity. In said action if judgment should be granted in favor or Parkside against Seller or Guarantor, Seller and Guarantor shall be liable for Parkside’s costs of said action, including but not limited to collection costs, reasonable attorneys’ fees, and court costs. (v) Parkside may debit Seller’s depository accounts wherever situated by means of ACH debit or facsimile signature on a computer-generated check drawn on Seller’s bank account or otherwise for all sums due to Parkside. (vi) Parkside may notify Seller’s credit card and check processor and to request said credit card processor to remit payments to Parkside for any remaining balance under the Purchase Amount on behalf of seller. 8 202406200450 IndexNO. INDEX #: E2024010178 E2024010178 FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024 Parkside FUNDINGGROUP 3. Temporary Restraining Order (“TRO”) : In the event an Event of Default occurs, Seller and Guarantor hereby consent and agree that Parkside may be intitled to apply, in any action arising from a breach of this Agreement, for an Ex Parte entry of a preliminary or permanent injunction, temporary restraining order or other equitable relief, in an effort to protect Parkside’s collateral. Seller acknowledges that unless Parkside chooses to file a TRO, Parkside may be unable to adequately protect it’s interest in the Collateral and RNS may not have another remedy at law. 4. Statutes of Limitations: Any claim not asserted by Seller or Guarantor against Parkside within one year of its accrual will be time barred. 5. Costs and Legal Fees: Seller and Guarantor shall be responsible to pay all of Parkside’s reasonable costs associated with any Event of Default, and the enforcement thereof, including a ‘Default fee’ of $2,500.00, and collection fees and or attorney fees, which may include a contingency fee of up to 33% of the amount demanded, and costs of suit. SECTION E MISCELLANEOUS 1. No Modification: No modification, amendment waiver or consent of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Parkside. 2. Assignment: Parkside may assign, transfer or sell its rights to receive the Purchase Amount or delegate its duties hereunder, either in whole or in part, with or without prior written notice to Seller. 3. Notice: Except for Service of Process under Section C (7), all notices and other communications to Seller and Guarantor, required or permitted to be given shall be in writing, and shall be deemed duly given as follows: (a) on the date delivered if personally delivered, (b) on the date sent by facsimile with automatic confirmation by the transmitting machine showing the proper number of pages were transmitted without error to the addresses listed on page 1, (c) on the next business day if sent by overnight mail by Federal Express or other recognized overnight mail service to the addresses listed on page 1, or (d) five business days after mailing, if mailed by certified or registered mail, return receipt requested, in each case addressed to the parties at their respective addresses set forth on page 1 of this agreement. 4. Waiver: No course of dealing or omission or delay on the part of Parkside in asserting or exercising any right hereunder shall constitute or operate as a waiver of any such right. No waiver by Parkside of any provision hereof shall be effective, unless in writing and signed by Parkside. No waiver by Parkside shall be deemed a continuing waiver or waiver in respect of any other or subsequent breach or default, unless expressly so stated in writing. 5. Severability: The provisions hereof are severable and in the event that any provision of this Agreement shall be determined to be invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect, and any invalid or unenforceable provision shall be deemed, without further action on the part of the parties hereto, amended and limited to the extent necessary to render such provision, as so amended and limited, valid and enforceable. 9 202406200450 IndexNO. INDEX #: E2024010178 E2024010178 FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024 Parkside FUNDINGGROUP 6. Titles and Captions: The titles, captions and Sections of this Agreement are for convenience of reference only and do not in any way define or interpret the intent of the parties or modify or otherwise affect any of the provisions hereof and shall not affect the construction or interpretation of any provision hereof. 7. Survival of Representation: All representations, warranties, and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement shall have terminated. 8. Entire Agreement: This Agreement contains a complete statement of the agreement and supersedes all prior agreements and understandings. 9. Governing Law: This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of New York, without regard to choice or conflict of laws principles that would defer to the substantive laws of any other jurisdiction . 10. Forum and Venue Selection: Parkside and Seller agree that any legal dispute, controversy, demand, or claim (“claim” or “claims”) arising out of, or relating to, the Agreement, any breach thereof, shall be instituted in any federal or state court sitting in the State of New York (the “Satisfactory Forums”) provided that Parkside may institute suit in another forum. Seller, and any Guarantor agree that the Satisfactory Forums are convenient to them and submit to the personal jurisdiction of the acceptable forums. Should a proceeding be initiated by Seller or Guarantor in any other forum, Seller and Guarantor each waive any right to oppose any motion or application by Parkside to dismiss such proceeding to remove and/or transfer the proceeding to a Satisfactory Forum and for an anti-suit injunction against such proceeding. 11. Arbitration: Parkside and Seller agree that any legal dispute, controversy, demand, or claim arising out of, or relating to, the Agreement, any breach thereof, including, but not limited to issues of arbitrability, will, at the option of any party to such action or dispute, be determined by arbitration before a single arbitrator. Such Arbitration shall be at a place and time agreed upon by the parties in the county in New York. A neutral arbitrator shall conduct the matter in accordance with the commercial rules of the American Arbitration Association in New York, New York. The arbitrator will be a neutral person agreed upon by the parties. The parties agree that the costs of mediation and arbitration shall be shared equally unless otherwise agreed or ordered. Seller and/or Guarantor acknowledges and agrees that the Purchase and Sale of future receivables Agreement and/or the Guaranty Agreement is the product of communications conducted by telephone and the Internet, which are instrumentalities of interstate commerce, and that the transactions contemplated under this Agreement will be made by wire transfer and/or ACH, which are also instrumentalities of interstate commerce, and that the Purchase and Sale of future receivables Agreement and/or the Guaranty Agreement therefore evidences a transaction affecting interstate commerce. 12. Jury Waiver: EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 10 202406200450 IndexNO. INDEX #: E2024010178 E2024010178 FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024 Parkside FUN DI N G GROUP 13. Class Action Waiver. Guarantor, Seller, and Parkside each agree that they may bring claims against each other arising from or related to this Agreement only in their individual capacities and not as a class action member in any purported class or any such similar proceedings. ADVICE OF COUNSEL. EACH PARTY HERETO ACKNOWLEDGES THAT HE OR IT HAS CAREFULLY REVIEWED ALL OF THE PROVISIONS CONTAINED IN THIS AGREEMENT PRIOR TO ITS EXECUTION, THAT HE OR IT HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF HIS OR ITS CHOICE, AND THAT HE OR IT HAS EXECUTED THIS AGREEMENT FREELY AND VOLUNTARILY AND BELIEVES THIS AGREEMENT TO BE FAIR, JUST, AND REASONABLE. I have reviewed and agree with the terms and conditions set forth above in the Agreement. Signature: Name: RITA IMELDA CONTRERAS, Owner Name: PARKSIDE L __ __ __ 3 3/__ __ Seller: AZ FACILITY SOLUTIONS LLC Date: 05/21/2024 Date: 05/21/2024 Signature: Name: Seller: AZ FACILITY SOLUTIONS LLC Date: 05/21/2024 11 202406200450 IndexNO. INDEX #: E2024010178 E2024010178 FILED: MONROE COUNTY CLERK 06/18/2024 05:23 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/18/2024 Parkside FUN DI N G GROUP Signature: Signature: RITA IMELDA CONTRERAS, Name: 1 __ 2/3 Name: Owner IMELDA SPARKLE CLEANING IMELDA SPARKLE CLEANING Seller: Seller: SERVICES, LLC SERVICES, LLC Date: 05/21/2024 Date: 05/21/2024 Signature: Signature: RITA IMELDA CONTRERAS,