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MICHAEL C. MILLER SBN 51155
530 Oak Grove Avenue, Suite 106
Menlo Park, CA 94025 ELECTRONICALLY
Telephone: (650) 323 2003
3 Facsimile: (650) 323 2005 F I L E D
Superior Court of California,
County of San Francisco
Attorneys for Luminous ion LLC
07/28/2020
Clerk of the Court
BY: ERNALYN BURA
Deputy Clerk
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 COUNTY OF SAN FRANCISCO
10 LUMINOUS ION LLC,
Plaintiff,
FIRST AMENDED COMPLAINT
12 vs.
BREACH OF CONTRACT,
13 VICKI CHIAO aka VICTORIA CHIAO, 367 NEGLIGENCE,
LIBERTY LLC, EASTWOOD MISREPRESENTATION, RESCISSION,
14 DEVELOPMENT INCORPORATED, IEE & DISREGARD LIMITED LIABILITY
GEORGIOU INC. dba GEORGIOU COMPANY ENTITY
15 CONST, AND DOES 1-100,
16 Defendants.
17
18
Plaintiffs LUMINOUS ION LLC hereby, alleges:
19
1. Plaintiff LUMINOUS ION LLC (hereafter, LUMINOUS) is the owner of the real
20
property at 367 Liberty Street, San Francisco, California (hereafter, the property).
21
LUMINOUS is a limited liability company organized under the laws of the State of
22
California and is in good standing.
23
2. At all times mentioned herein, 367 LIBERTY LLC (hereafter, LIBERTY) was a
limited liability company organized in Delaware and registered in California. It's principal
25
place of business is in San Francisco, California.
3. At all times mentioned herein, VICKI CHIAO aka VICTORIA CHIAO (hereafter,
27
CHIAO) was the managing director of LIBERTY. She managed the development of the
property, and made the representations relied upon by Plaintiff, as hereinafter alleged.
First Amended Complaint
4. At all times mentioned herein, EASTWOOD DEVELOPMENT INCORPORATED
{hereafter, EASTWOOD) was and is a corporation with it'sprincipal place of business
located in San Francisco, California. EASTWOOD was and is licensed as a "B" general
contractor by the Contractors State License Board
It's license number is 959948..
5. At all times mentioned herein, LEE 8 GEORGIOU INC. dba GEORGIOU
CONST. thereafter, LEE) was and is a corporation with its'rincipal place of business
located in San Francisco, California. LEE is and was licensed as a "B" general contractor
and as a C-36 plumbing contractor by the Contractors State License Board. Its license
10 number is 975563.
6. At all times mentioned herein, DOES 1 through 100, inclusive, the identities of
12 which will be identified as soon as they are ascertained, were either individuals or business
13 entities organized and/or existing under and by virtue of the laws of the State of California.
14 Plaintiffs are presently unaware of the true names and capacities of said Plaintiffs and will
15 seek leave of Court to amend this Complaint to allege such when they are ascertained.
16 7. Plaintiff is informed and believe and thereon alleges that all Defendants, and
17 each of them, including DOES 1 through 100, participated in some way in the matters
18 hereafter alleged, are responsible in whole or in part for the damages alleged, and will
19 allege such participation when itis discovered.
20 8. Plaintiffs are informed and believe and thereon allege that at all times, each of
21 the Plaintiffs, including DOES 1 through 100, was the agent, partner, co developer, joint
22 venturer, subcontractor, predecessor in interest, successor in interest, and/or employee of
23 one or more of the Defendants and were at all times acting within their course and scope of
24 employment or agency.
25 9. LIBERTY acquired title to the property in 2013 with the intention of remodeling
26 the structure and reselling it.Through CHIAO, LIBERTY acted as a Developer concerning
27 the property because of its purpose in improving and then selling it. Plaintiff is informed
28 and believes that LIBERTY and/or CHIAO retained John Lum Architecture Inc., an
First Amended Complaint
2-
architect, (hereafter, LUM) to design the project and produce contract documents.
LIBERTY may also have hired other construction professionals to perform similar tasks.
10. LIBERTY and/or CHIAO hired LEE as its general contractor to perform the
construction work during or after 2013. The work included almost totally rebuilding the
structure and modernizing its plumbing, electrical and mechanical systems pursuant to
drawings prepared by LUM.
11. LEE applied for a building permit for the property on or about November 20,
2013. A permit was issued on or about Apdil 10, 2015. Plaintiff is informed and believes
that LEE thereafter commenced work on the property.
10 12. At times unknown to Plaintiff, various changes in the project were made while
LEE was still the contractor of record. Plaintiff is informed and believes that LIBERTY
12 initiated and directed these changes.
13 13. LIBERTY and/or CHIAO replaced LEE with EASTWOOD as the contractor for
14 the property on a date as yet unknown in 2017. Plaintiff is informed and believes that
15 LIBERTY hired EASTWOOD to complete the construction work on the property.
16 14. EASTWOOD commenced work on the property in 2017 and completed itby
17 July 2, 2019, when the City and County of San Francisco issued a Certificate of Final
18 Completion for all of the construction work.
19 15. On or about June 26, 2019, LIBERTY contracted with Ludwig Pettersson to sell
20 him the property by written contract entitled "San Francisco Purchase Agreement", a copy
21 of which is attached as Exhibit 1. The terms of the contract are incorporated herein by this
22 reference.
23 16. On or about July 7, 2019, Ludwig Pettersson assigned all of his rights in the
24 "San Francisco Purchase Agreement" with LIBERTY to Luminous lon LLC.
25 17. As part of the contract, LIBERTY provided LUMINOUS with a "Limited Fit and
26 Finish Warranty". A copy of the Warranty is attached hereto as Exhibit 2 and its terms are
27 incorporated herein.
28 16. The transaction between LIBERTY and LUMINOUS was completed and a
First Amended Complaint
deed was recorded in the Official Records of the City and County of San Francisco
transferring title to the property to LUMINOUS on July 12, 2019.
19. After title passed to LUMINOUS, various defects, building code violations and
deficiencies in the property were discovered. These defects and deficiencies have caused
damage to multiple portions of the property and to work either performed by others or
already existing. These include defects resulting in unintended water intrusion, foundation
and structural defects, heating defects causing flooring damage, plumbing and electrical
defects as well as other defects, all of which have caused property damage. LUMINOUS
notified EASTWOOD of such defects by written notice served February 20, 2020.
10 20. After title passed to LUMINOUS, various defects and deficiencies covered by
the "Fit and Finish Warranty" were discovered. LUMINOUS has complied with the notice
12 provisions of the Warranty by sending LIBERTY notice of various fit and finish defects.
13 21. Due to the Covid 19 cffisis, the parties have been unable to undertake the
14 procedures set forth in Civil Code 896 et seq.
15 22. LUMINOUS has suffered damage as a result of the defects and deficiencies
16 discovered to date and the consequent property damage. LUMINOUS has not yet
17 performed any destructive testing to determine the full extent of such defects and damages
18 and will amend its claim to allege the full extent of the defects and damages when such are
19 ascertained.
20 23. LUMINOUS'amages include the cost to correct the various defects and
21 deficiencies and consequent property damage. LUMINOUS is informed and believes that
22 the property will be uninhabitable while repairs are being made and therefore will suffer the
23 loss of use of the property, the value of which is as yet unknown. LUMINOUS has and will
require the services of construction professionals to determine the defects and defects and
25 design the repairs. LUMINOUS does not currently know the amount of such damages but
26 is informed and believes that such exceeds the jurisdictional minimum of this court.
27
28
First Amended Complaint
FIRST CAUSE OF ACTION
BREACH OF CONTRACT
(Against LIBERTY)
24. Plaintiff incorporates herein each allegation in Paragraphs 1 to 23 above.
25. Plaintiff has performed all its obligations under the contract.
26. LIBERTY and Does 1-20 acted as developers of the property. It purchased
and developed the property with the intent to market itand profit from the sale. Ithired
architects, other design professionals and contractors to essentially rebuilt the entire
property.
27. LIBERTY and Does 1-20 represented to Plaintiff that the property and structure
10 was essentially new and free from defects. However, LIBERTY failed to perform testing or
other commissioning activities to establish that the property was in fact free of defects.
12 28. LIBERTY and DOES 1-20 breached the contract by performing defective work,
13 either directly or through its agents, contractors and suppliers, all of which have caused
14 property damage.
15 29. As a direct consequence of the breaches of the contract by LIBERTY and
16 DOES 1 through 100, Plaintiffs have suffered damages as alleged.
17 Wherefore, Plaintiffs pray as set forth below.
18
SECOND CAUSE OF ACTION
19 NEGLIGENCE
(Against ALL DEFENDANTS)
20
21 30. Plaintiffs reallege here each of the allegations in Paragraphs 1 through 29
22 above.
23 31. Each Defendant and Does 1 to 100 had a duty to perform the construction
24 work in accordance with applicable building codes and standards of workmanship so that
25 the property would be free from defects.
32. Each Defendant and Does 1 to 100 performed its work in a negligent manner
and without inspecting or installing either the materials or the work or to confirm that the
28 work complied with the contract, all industry standards, codes and Plaintiffs'easonable
First Amended Complaint
-5-
expectations.
33. LIBERTY and Does 1 to 20 were also negligent by failing to test or commission
the property prior to completing the sale to Plaintiff. Had itdone so, it would have
discovered at least some of the defects that have been discovered since Plaintiff took title.
34. The negligence of all Defendants and Does 1 to 100 was a substantial factor
in causing Plaintiffs'amages as alleged.
Wherefore, Plaintiffs pray as set forth below.
THIRD CAUSE OF ACTION
NEGLIGENT MISREPRESENTATION
(Against CHIAO and LIBERTY)
10 35. Plaintiffs reallege here each allegation in Paragraphs 1 through 34 above.
36. LIBERTY, CHIAO and Does 1-20 represented to Plaintiff that the property was
12 essentially new, just completed and that it was free of defects, deficiencies and was code
13 compliant.
14 37. LIBERTY'S and CHIAO'S representations were untrue as defects and code
15 violations have been found within months of Plaintiff's purchase of the property. These
16 defects existed prior to the transfer of title to Plaintiff.
17 38. Plaintiff relied on LIBERTY'S and CHIAO'S representations when deciding to
18 purchase the property. Had Plaintiff known the true condition of the property, itwould not
19 have purchased the property.
20 39. Plaintiffs reliance was reasonable because the property appeared to have
21 been recently completed and the City and County of San Francisco issued the Certificate
22 of Final Completion on July 2, 2019..
23 40. LIBERTY, CHIAO and DOES 1 TO 20 made these representations negligently.
24 Among other things, Although LIBERTY may have believed such representations were
25 true, ithad done no testing or commissioning of the property to determine whether defects
26 existed or not.
27 41. These representations were a substantial factor in causing Plaintiff to
28 purchase the property and are a substantial factor causing Plaintiffs'amages as alleged.
First Amended Complaint
WHEREFORE, Plaintiff prays as set forth below:
FOURTH CAUSE OF ACTiON
RESCISSION
(Against LIBERTY and CHIAO)
42. Plaintiff realleges here each allegation in Paragraphs 1 through 41 above.
43. Plaintiff paid the contract price for the property based on the LIBERTY and
CHIAO's representations that the property was essentially new, that construction had just
been completed and that it was free of defects.
44. The truth was and is that although construction of the property had just been
completed, the work was defective in major respects so that the property's real value was
10 much less than the price Plaintiff paid. The difference between the price Plaintiff paid and
the actual value of the defective property constitutes a failure of consideration.
12 45. Plaintiff hereby rescinds the contract and offers to return the property to
LIBERTY and CHIAO in return for the purchase price paid, plus all expenses of purchase
14 and all consequential damages Plaintiff has suffered.
15 Wherefore, Plaintiff prays as set forth below
16 FIFTH CAUSE OF ACTION
DISREGARD OF LLC ENTITY
17
46. Plaintiff realleges here each allegation in Paragraphs 1 through 45 above.
18
47. At all times mentioned herein, Defendant CHIAO was LIBERTY's managing
19
director. She and Does 1-20 so dominated and controlled LIBERTY so that the separate
20
identity of the limited liability company was merged into her personal affairs.
21
48. Plaintiff is informed and believe that CHIAO and Does 1-20 so
22
undercapitalized LIBERTY so that it could not and cannot meet its obligations. Whatever
23
assets it possessed have been diverted to CHIAO or others at her direction to the
24
detriment of creditors including Plaintiff, and that the LLC form has been otherwise
25
disregarded so that it is united with her personal interests.
26
49. Plaintiff is further informed and believe that CHIAO and Does 1 to 20 so
27
managed and operated LIBERTY so as to commingle its assets with her own according to
First Amended Complaint
her convenience and in order to make LIBERTY unable to meet its obligations to creditors,
including Plaintiff.
50. Continued recognition of the separate existence of the corporation will cause
an injustice to Plaintiff who would be unable to satisfy the obligations owed to them by
LIBERTY should such continued to be recognized.
51. Therefore, Plaintiff requests that the corporate entity of LIBERTY. be
disregarded and that CHIAO and Does 1-20 be held liable personally for all of Plaintiffs's
losses and damages.
9 WHEREFORE, Plaintiff prays:
10 1. For damages in an amount in excess of the jurisdictional minimum of this court
to compensate Plaintiff for the cost of curing and correcting the defects and property
12 damage in the property.
13 2. For damages to compensate Plaintiffs for the cost of investigating the
14 damages and determining the work needed to correct such defects and damage.
15 3. For damages to compensate Plaintiffs for the loss of use of the property at
16 present and when construction work is underway.
17 4. For all money paid by Plaintiff for the purchase of the property upon rescission
of the contract.
19 4. For consequential damages according to proof.
20 5. For an order disregarding the separate existence of LIBERTY from CHIAO by
21 finding that the continued existence of LIBERTY is unjust under the circumstances.
22 6. For an order rescinding the contract between LIBERTY and LUMINOUS,
23 restoring all consideration Plaintiff paid and all consequential damages.
24 7. For attorneys fees pursuant to the contract from LIBERTY and CHIAO
25 8. For such other and further relief as the court may allow.
26
27 Dated: July 28, 2020
Michael C. Milter
Attorney for Luminous lon LLC
First Amended Complaint
. ~
"I
DocuBign Envelope ID: F2E4813E-227FA888-SCAS-382551 2858DO
SAN FRANCISCO SAN PRANCISCO PURCHASE AGREEMENT
SAN FRANCISCO ASSOCIATION OF REALTORSdb STANDARD FORM
ASSOCIATION of
REALTORS''I'I;l This is intended to be a legally binding contract for the pwchase of real plOpeny in San Francisco
June?6,?01 9 (Date Prepared)
Ludipltt Peuerssan and/ar Related Entify (" Buyer" )
known
offers to purchase the real property as 367 Liberty St,San Francisco, CA 941 14-292D
or {if checked) this is a purchase of a % undivided interest in the entire Tenants-in-Common (TIC) property above pursuant
to the attached TIC Purchase Addendum (the "Property" ) for the Purchase Price of Eiukt Million, Seven Hundred Thousand
Dollars ($ 8,700,D00.00 ) and upon the following TERMS and CONDITIONS.
i. FINANCIAL TERMS:
A. $ 26/,000.00 INITIAL DEPOSIT by electronic funds transfer or check payable to Escrow
Holder or to P (" Payee" ), which Buyer or Buyer'
business days of Acceptance of this Contract.
Broker/Agent shall deposit with Payee within 2 or
B. $ ADDITIONAL DEPOSIT to be deposited with Escrow Holder within days after Acceptance
or on or before
C. $ NEW FIRST LOAN: This Contract is contingent upon Buyer obtaining a new conventional or
FHA VA other first loan for a term of 30 or years at an initial
annual rate of interest not to exceed % for a loan which is fixed for the entire term or fixed
for an initial periodofQ year(s) oSrj month(s) and thereafteradjustable according tothe
lender's predetermined schedule, secured by a first deed of trust on the Property, with a loan fee of zero
or not more than points and on other terms and conditions satisfactory to Buyer. For an FHA/YA
loan, an Amendatory Clause Addendum is attached.
D. $ OTHER FINANCING: This Contract is contingent upon Buyer obtaining a new second loan or other
additional financing on the following terms:
Assumed Financing Addendum and/or Seller Financing Addendum are attached ifchecked.
E. $ NONCONTINGENT FINANCING: Buyer intends to obtain new financing in the amount specified. Buyer
acknowledges that the full amount may not be obtainable and that the terms and availability of loans are subject
to change. Buyer acknowledges that obtaining financing is not a contingency of this Contract.
F. $ 8 439 DDEDD CASH BALANCE which shall be deposited by Buyer with Escrow Holder prior to Close of Escrow("COE").
G. $ 8,7DD,DDD.DD PURCHASE PRICE. EXCLUDING CLOSING COSTS (Total of A through F).
2. ESCROW: Escrow shall close on (date)or g{ifchecked) 14 days after Acceptance. If COE falls
the
on a weekend or legal holiday, it shall be extended to next business day. This Contract, including any addenda and counter
offers,shallconstituteescrow instructionsof Buyer and Seller (the"Parties").The Partiesshallexecute additional instructions
consistent with this Contract and deliver them to Old Republic Title - Jill Penrod (" Escrow Holder" ).
3. FINANCING PROYISIONSI Buyer affirms that only the loan(s) specified in Paragraph 1 are needed to complete this purchase and
shall act diligently and in good faith to obtain them. If Buyer does not remove this financing contingency within 21 or days
after Acceptance,eitherParty may terminatethisContract. Brokers/Agents urge Buyer to personallyconfirm loan(s)willfund before
removing the financing contingency. Buyer further represents that the funds required for the Deposits, Cash Balance and Closing
Costs are available at Buyer's disposal, and that obtaining these funds is not a contingency of this Contract.
Any credits to Buyer
from any source shall be disclosed to Buyer's lenders. If the total
credits exceed the lenders'imits then they shall be reduced
accordingly with no adjustment in Purchase Price to make up the difference. Seller agrees to provide prompt access to the Property
for appraisal purposes, but has no obligation to cooperate with Buyer's efforts to obtain any financing other than as specified herein.
4. APPRAISAL: This Contract is Q(if checked) subject to written appraisal at no less than the Purchase Price or$
If Buyer does not remove this contingency within 15 or days after Acceptance, either Party may terminate this Contract.
5. AGENCY RELATIONSHIPS CONFIRMATION: The following agency relationships are hereby confirmed for this transaction:
Seller's Brokerage Firm Zetytt Fr Real Estate License Number 01339125
is the broker of(check one):
Seller's Agent
g the Seller; or both the Buyer and Seller(dual agent).
Erik Re/der License Number
is (check one):g the Seller's Agent (salesperson or broker associate)
Buyer's Brokerage Firm Vanguard Proper/ies
both the Buyer's and Seller's Agent (dual agent).
License Number 01486075
is the broker of(check one):
Buyer's Agent
g the Buyer; or both the Buyer and Seller (dual agent).
Frank Nolan License Number 01300017
6.
is (check one):g theBuyer's Agent {salesperson or brokerassociate) both the Buyer's and Seller's
Agent (dualagent).
PHYSICAL POSSESSION: Physical possession of the Property shall be delivered to Buyer upon recordation of the deed or
(if checked) by 10 a.m. or (time) on (date). (If checked) An Addendum setting forth
terms upon which Seller may continue to use the Property after COE is attached to and made a part of this Contract.
7. OCCUPANCY: Buyer intends (or does not intend) to occupy the Property as Buyer's residence.
B~er's Initials gr's Initials
Page I of 7 f
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Property: 367 13/rer/p Sl, Suu Freud/geo Date: Juue26,28/9
TITLE REVIEW: Within 3 days afler Acceptance, Buyer, at Buyer's expense, shall order a Preliminary Report ("Prelimn) from
Escrow Holder. A Prelim is only an offer to issue a policy of title insurance and may not contain every item aflecting title. Buyer
shall take title to the Property subject to all encumbrances, easements, rights, covenants, conditions, restrictions and other matters,
whether of record or not, as of the day of Acceptance except: (1) monetary liens which, unless otherwise agreed in writing, Seller
will pay ofl'rom Seller's proceeds at COE; and (2) any matters which Seller hasagreed in writing toremove prior to COB.
Within 3 days afler Acceptance, Seller shall disclose to Buyer all matters known to Seller affecting title, whether those matters
are of record or not. Buyer's review and approval of the Prelim, and of all matters affecting title, is a contingency of this Contract.
If Buyer does not remove this contingency within 5 or days afler receipt of the Prelim, either Partymay terminate this
Contract. At COE Buyer shallreceive a grant deed conveying including
title any associated rightsowned by Seller. {If the
Property is a cooperative apartment Buyer shall receive a pledge or assignment of the stock and an assignment of the leasehold
interest.)Title shall vest as specified by Buyer, The manner of taking title may have significant legal and tax consequences.
Buyer should consult with their legal and tax advisors. Buyer should direct all questions regarding title insurance coverage, its
cost, and the availability of enhanced coverages, such as those oflered by an ALTA policy, to the Escrow Holder or Title Company.
ITEMS INCLUDED IN THE SALE: To the extent owned by Seller,unless excluded in Paragraph 10 below, all existing
fixtures and fittings attached to the Property and major appliances for which custom openings or encasements have been made are
included, free of liens,in the Purchase Price,including electrical,lighting,plumbing and heating fixtures,hardware, solar
systems, screens, awnings, shutters, window coverings, attached floorcoverings, televisionantennas/satellitedishesand related
equipment, water soflening systems, air coolers or conditioners,pool and spa equipment, mailbox, garage door openers and
transmitters,trees,shrubs and outdoor plantsplanted inthe ground, private telephone systems, security systems and home
automation systems, together with any dedicated hardware and/or applicable soflware and passwords needed to operate them.
A. PERSONAL PROPERTY ITEMS INCLUDED: Items listed in the MLS, disclosures or marketing materials, are not
included in the sale unless specified in this Contract. The personal property checked below, on the Property at Acceptance, is
included in the sale, free of liens, but with no warranty of condition:
IltflAII refrigerators I IBIWashers and dryers I IXI Microwave I I I
II20Allranges/stoves IIBIWinecooler IUFreezer I U See Additional Terms I
B. LEASED OR LIENED ITEMS: If any included items are leased or liened, Seller shall identify them within 3 days oF Acceptance
and deliver to Buyer all leases, contracts, terms of use, and warranties, which shall be subject to Buyer's reasonable approvaL If Buyer
does not remove this contingency within 12 or days afler receipt of documents, either Party may terminate this Contract.
10. ITEMS EXCLUDED PROM THE SALE: All items owned by the staging company, which may include window coverings and
mirrors; furnitureattachedonly for earthquake safety;externally mounted audio-visual equipment {e.g. flatpanel screens) and
brackets (when removed, holes shall be repaired but not painted); and these additional exclusions:
11. PRORATIONS AND EXPENSES: The following shall be paid cunent and then prorated between Buyer and Seller as of COE: real
property taxes (based upon the latest information available regarding the assessed value of the Properly and the applicable tax rate);
bonds and assessments; Homeowners'ssociation (nHOAn) dues and assessments; interest on any loan(s) secured by the Pmperty
assumed by Buyer; premiums for any insurance on the Property assumed by Buyer; rents; and operating expenses. Buyer shall pay
the escrow fee, title insurance premiums, any community enhancement fee, and any HOA transfer, certification and move-in fees.
Seller shall pay the City and County transfer tax, any HOA move-out fee, and any prepayment penalty or other fees or charges
Unless specitied in this Contract, all other prorations and expenses shall
imposed by lenders for loans being paid ofl'through escrow.
Buyer and Seller understand that the Property will be reassessed
be paid by either Buyer or Seller in accordance with local custom.
upon change of ownership. Supplemental tax bills will be sent to Buyer which will reflect a change in property taxes based on the
Purchase Price becoming the new assessed value. Any tax bills issued afler COB, for periods of time before COE, shall be paid by
Seller.
12. BUYER'S DUE DILIGENCE: Brokers/Agents strongly recommend that Buyer obtain the inspection reports provided by
Paragraph A and any further inspections recommended in those reports.
A. PROPERTY INSPECTIONS: Buyer's obligations under this Contract are contingent upon Buyer's written approval, at
Buyer's sole discretion, of the physical condition of the Property, including parking and storage availability, neighborhood issues,
and any other matter reasonably affecting the Property. Within the time specitied below, Buyer shall have the right to conduct
inspections oF the Property by contractors, engineers, architects, and/or other experts retained by Buyer, which inspections may
include, but are not limited to, a general property inspection, a structural pest control inspection, the foundation, framing, roof,
plumbing, sewer lines, heating, air conditioning, electrical and mechanical systems, built-in appliances, retaining walls, geologic
conditions, pool/spa and related equipment, environmental hazards (such as asbestos, mold, electromagnetic fields,radon gas,
lead-based paint or lead hazards, fuel or chemical storage tanks, and other materials or products), noise transmission, water/utility
lines. Brokers/Agents do not certify or verify
use restrictions, and location of property lot size, boundary lines or interior
square footage, information contained in inspection reports, advertising, or representations of others. Seller shall permit
the inspections upon receiving reasonable advance notice from Buyer. Buyer shall provide Seller with copies of all written reports
received. During the due diligence period, Buyer may request that Seller make repairs or credit Buyer for the estimated costs of
identified repair work, but Seller shall not be obligated to agree to any such request. If Buyer does not remove this contingency
within 15 or days after Acceptance, either Party may terminate this Contract.
Buyer's Initials
Page 2 of 7
(Rev. 04/19) Lj / Copyright 2019 San Francisco Association of REALTORS48
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DocuSign Envelops ID: F2E4513E-227FPSSS-SCA3-3625512858DO
Property: 367 /Jbery v Ss, San Franc/sea Date: June 26, 20/9
B. WAIVER OF PROPERTY INSPECTIONSi If initialed below,
Buyer waives the contingency established in Paragraph
12A above and the right toperform inspections.Buyer is aware that allreal property and improvements contain defects and
conditions which are not readily apparent and which may affect the value and/or desirability of the Property.Buyer and Seller
acknowledge that Broker/Agents do not guarantee and in no way assume responsibility for the condition of the Property. Buyer
also is aware of Buyer's own affirmative duty to exercise due diligence in observing the condition of and inspecting the Property
to protect Buyer's interests. Buyer understands, acknowledges and agrees that any reports Buyer msy have received from
any source do not constitute representations or warranties by either Seller or Brokers/Agents as to the past, present or
future condition, use or development potential of the Property. Brokers/Agents strongly recommend that Buyer retain
Buyer's own contractors and other appropriate experts to investigate the condition and suitability of all aspects of the
Property including, but not limited to, all matters affecting its use, value and desirability for the purposes intended by
Buyer. If Buyer waives any or all rights to perform the inspections as specified in Paragraph 12A above, then Buyer is
proceeding against the advice of Brokers/Agents, and Buyer agrees to release Seller and Brokers/Agents from all claims,
demands, snd liabilities which in any way relate to or arise from any issue which might have been disclosed, detected
and/or evaluated by such inspections.
Bqyer's Initials
/ Buyer hereby waives the inspection contingency established by Paragraph 12A above.
13..: MINIUM / COOPERATIVE APARTMENT DISCLOSURE:l If the Property is a condominium
or
or cooperative
days alter
apartment, this Contractis contingent upon Buyer's review of the documents described below. Within 10
Buyer with copies of
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MICHAEL C. MILLER SBN 51155 530 Oak Grove Avenue, Suite 106 Menlo Park, CA 94025 ELECTRONICALLY Telephone: (650) 323 2003 3 Facsimile: (650) 323 2005 F I L E D Superior Court of California, County of San Francisco Attorneys for Luminous ion LLC 07/28/2020 Clerk of the Court BY: ERNALYN BURA Deputy Clerk 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 COUNTY OF SAN FRANCISCO 10 LUMINOUS ION LLC, Plaintiff, FIRST AMENDED COMPLAINT 12 vs. BREACH OF CONTRACT, 13 VICKI CHIAO aka VICTORIA CHIAO, 367 NEGLIGENCE, LIBERTY LLC, EASTWOOD MISREPRESENTATION, RESCISSION, 14 DEVELOPMENT INCORPORATED, IEE & DISREGARD LIMITED LIABILITY GEORGIOU INC. dba GEORGIOU COMPANY ENTITY 15 CONST, AND DOES 1-100, 16 Defendants. 17 18 Plaintiffs LUMINOUS ION LLC hereby, alleges: 19 1. Plaintiff LUMINOUS ION LLC (hereafter, LUMINOUS) is the owner of the real 20 property at 367 Liberty Street, San Francisco, California (hereafter, the property). 21 LUMINOUS is a limited liability company organized under the laws of the State of 22 California and is in good standing. 23 2. At all times mentioned herein, 367 LIBERTY LLC (hereafter, LIBERTY) was a limited liability company organized in Delaware and registered in California. It's principal 25 place of business is in San Francisco, California. 3. At all times mentioned herein, VICKI CHIAO aka VICTORIA CHIAO (hereafter, 27 CHIAO) was the managing director of LIBERTY. She managed the development of the property, and made the representations relied upon by Plaintiff, as hereinafter alleged. First Amended Complaint 4. At all times mentioned herein, EASTWOOD DEVELOPMENT INCORPORATED {hereafter, EASTWOOD) was and is a corporation with it'sprincipal place of business located in San Francisco, California. EASTWOOD was and is licensed as a "B" general contractor by the Contractors State License Board It's license number is 959948.. 5. At all times mentioned herein, LEE 8 GEORGIOU INC. dba GEORGIOU CONST. thereafter, LEE) was and is a corporation with its'rincipal place of business located in San Francisco, California. LEE is and was licensed as a "B" general contractor and as a C-36 plumbing contractor by the Contractors State License Board. Its license 10 number is 975563. 6. At all times mentioned herein, DOES 1 through 100, inclusive, the identities of 12 which will be identified as soon as they are ascertained, were either individuals or business 13 entities organized and/or existing under and by virtue of the laws of the State of California. 14 Plaintiffs are presently unaware of the true names and capacities of said Plaintiffs and will 15 seek leave of Court to amend this Complaint to allege such when they are ascertained. 16 7. Plaintiff is informed and believe and thereon alleges that all Defendants, and 17 each of them, including DOES 1 through 100, participated in some way in the matters 18 hereafter alleged, are responsible in whole or in part for the damages alleged, and will 19 allege such participation when itis discovered. 20 8. Plaintiffs are informed and believe and thereon allege that at all times, each of 21 the Plaintiffs, including DOES 1 through 100, was the agent, partner, co developer, joint 22 venturer, subcontractor, predecessor in interest, successor in interest, and/or employee of 23 one or more of the Defendants and were at all times acting within their course and scope of 24 employment or agency. 25 9. LIBERTY acquired title to the property in 2013 with the intention of remodeling 26 the structure and reselling it.Through CHIAO, LIBERTY acted as a Developer concerning 27 the property because of its purpose in improving and then selling it. Plaintiff is informed 28 and believes that LIBERTY and/or CHIAO retained John Lum Architecture Inc., an First Amended Complaint 2- architect, (hereafter, LUM) to design the project and produce contract documents. LIBERTY may also have hired other construction professionals to perform similar tasks. 10. LIBERTY and/or CHIAO hired LEE as its general contractor to perform the construction work during or after 2013. The work included almost totally rebuilding the structure and modernizing its plumbing, electrical and mechanical systems pursuant to drawings prepared by LUM. 11. LEE applied for a building permit for the property on or about November 20, 2013. A permit was issued on or about Apdil 10, 2015. Plaintiff is informed and believes that LEE thereafter commenced work on the property. 10 12. At times unknown to Plaintiff, various changes in the project were made while LEE was still the contractor of record. Plaintiff is informed and believes that LIBERTY 12 initiated and directed these changes. 13 13. LIBERTY and/or CHIAO replaced LEE with EASTWOOD as the contractor for 14 the property on a date as yet unknown in 2017. Plaintiff is informed and believes that 15 LIBERTY hired EASTWOOD to complete the construction work on the property. 16 14. EASTWOOD commenced work on the property in 2017 and completed itby 17 July 2, 2019, when the City and County of San Francisco issued a Certificate of Final 18 Completion for all of the construction work. 19 15. On or about June 26, 2019, LIBERTY contracted with Ludwig Pettersson to sell 20 him the property by written contract entitled "San Francisco Purchase Agreement", a copy 21 of which is attached as Exhibit 1. The terms of the contract are incorporated herein by this 22 reference. 23 16. On or about July 7, 2019, Ludwig Pettersson assigned all of his rights in the 24 "San Francisco Purchase Agreement" with LIBERTY to Luminous lon LLC. 25 17. As part of the contract, LIBERTY provided LUMINOUS with a "Limited Fit and 26 Finish Warranty". A copy of the Warranty is attached hereto as Exhibit 2 and its terms are 27 incorporated herein. 28 16. The transaction between LIBERTY and LUMINOUS was completed and a First Amended Complaint deed was recorded in the Official Records of the City and County of San Francisco transferring title to the property to LUMINOUS on July 12, 2019. 19. After title passed to LUMINOUS, various defects, building code violations and deficiencies in the property were discovered. These defects and deficiencies have caused damage to multiple portions of the property and to work either performed by others or already existing. These include defects resulting in unintended water intrusion, foundation and structural defects, heating defects causing flooring damage, plumbing and electrical defects as well as other defects, all of which have caused property damage. LUMINOUS notified EASTWOOD of such defects by written notice served February 20, 2020. 10 20. After title passed to LUMINOUS, various defects and deficiencies covered by the "Fit and Finish Warranty" were discovered. LUMINOUS has complied with the notice 12 provisions of the Warranty by sending LIBERTY notice of various fit and finish defects. 13 21. Due to the Covid 19 cffisis, the parties have been unable to undertake the 14 procedures set forth in Civil Code 896 et seq. 15 22. LUMINOUS has suffered damage as a result of the defects and deficiencies 16 discovered to date and the consequent property damage. LUMINOUS has not yet 17 performed any destructive testing to determine the full extent of such defects and damages 18 and will amend its claim to allege the full extent of the defects and damages when such are 19 ascertained. 20 23. LUMINOUS'amages include the cost to correct the various defects and 21 deficiencies and consequent property damage. LUMINOUS is informed and believes that 22 the property will be uninhabitable while repairs are being made and therefore will suffer the 23 loss of use of the property, the value of which is as yet unknown. LUMINOUS has and will require the services of construction professionals to determine the defects and defects and 25 design the repairs. LUMINOUS does not currently know the amount of such damages but 26 is informed and believes that such exceeds the jurisdictional minimum of this court. 27 28 First Amended Complaint FIRST CAUSE OF ACTION BREACH OF CONTRACT (Against LIBERTY) 24. Plaintiff incorporates herein each allegation in Paragraphs 1 to 23 above. 25. Plaintiff has performed all its obligations under the contract. 26. LIBERTY and Does 1-20 acted as developers of the property. It purchased and developed the property with the intent to market itand profit from the sale. Ithired architects, other design professionals and contractors to essentially rebuilt the entire property. 27. LIBERTY and Does 1-20 represented to Plaintiff that the property and structure 10 was essentially new and free from defects. However, LIBERTY failed to perform testing or other commissioning activities to establish that the property was in fact free of defects. 12 28. LIBERTY and DOES 1-20 breached the contract by performing defective work, 13 either directly or through its agents, contractors and suppliers, all of which have caused 14 property damage. 15 29. As a direct consequence of the breaches of the contract by LIBERTY and 16 DOES 1 through 100, Plaintiffs have suffered damages as alleged. 17 Wherefore, Plaintiffs pray as set forth below. 18 SECOND CAUSE OF ACTION 19 NEGLIGENCE (Against ALL DEFENDANTS) 20 21 30. Plaintiffs reallege here each of the allegations in Paragraphs 1 through 29 22 above. 23 31. Each Defendant and Does 1 to 100 had a duty to perform the construction 24 work in accordance with applicable building codes and standards of workmanship so that 25 the property would be free from defects. 32. Each Defendant and Does 1 to 100 performed its work in a negligent manner and without inspecting or installing either the materials or the work or to confirm that the 28 work complied with the contract, all industry standards, codes and Plaintiffs'easonable First Amended Complaint -5- expectations. 33. LIBERTY and Does 1 to 20 were also negligent by failing to test or commission the property prior to completing the sale to Plaintiff. Had itdone so, it would have discovered at least some of the defects that have been discovered since Plaintiff took title. 34. The negligence of all Defendants and Does 1 to 100 was a substantial factor in causing Plaintiffs'amages as alleged. Wherefore, Plaintiffs pray as set forth below. THIRD CAUSE OF ACTION NEGLIGENT MISREPRESENTATION (Against CHIAO and LIBERTY) 10 35. Plaintiffs reallege here each allegation in Paragraphs 1 through 34 above. 36. LIBERTY, CHIAO and Does 1-20 represented to Plaintiff that the property was 12 essentially new, just completed and that it was free of defects, deficiencies and was code 13 compliant. 14 37. LIBERTY'S and CHIAO'S representations were untrue as defects and code 15 violations have been found within months of Plaintiff's purchase of the property. These 16 defects existed prior to the transfer of title to Plaintiff. 17 38. Plaintiff relied on LIBERTY'S and CHIAO'S representations when deciding to 18 purchase the property. Had Plaintiff known the true condition of the property, itwould not 19 have purchased the property. 20 39. Plaintiffs reliance was reasonable because the property appeared to have 21 been recently completed and the City and County of San Francisco issued the Certificate 22 of Final Completion on July 2, 2019.. 23 40. LIBERTY, CHIAO and DOES 1 TO 20 made these representations negligently. 24 Among other things, Although LIBERTY may have believed such representations were 25 true, ithad done no testing or commissioning of the property to determine whether defects 26 existed or not. 27 41. These representations were a substantial factor in causing Plaintiff to 28 purchase the property and are a substantial factor causing Plaintiffs'amages as alleged. First Amended Complaint WHEREFORE, Plaintiff prays as set forth below: FOURTH CAUSE OF ACTiON RESCISSION (Against LIBERTY and CHIAO) 42. Plaintiff realleges here each allegation in Paragraphs 1 through 41 above. 43. Plaintiff paid the contract price for the property based on the LIBERTY and CHIAO's representations that the property was essentially new, that construction had just been completed and that it was free of defects. 44. The truth was and is that although construction of the property had just been completed, the work was defective in major respects so that the property's real value was 10 much less than the price Plaintiff paid. The difference between the price Plaintiff paid and the actual value of the defective property constitutes a failure of consideration. 12 45. Plaintiff hereby rescinds the contract and offers to return the property to LIBERTY and CHIAO in return for the purchase price paid, plus all expenses of purchase 14 and all consequential damages Plaintiff has suffered. 15 Wherefore, Plaintiff prays as set forth below 16 FIFTH CAUSE OF ACTION DISREGARD OF LLC ENTITY 17 46. Plaintiff realleges here each allegation in Paragraphs 1 through 45 above. 18 47. At all times mentioned herein, Defendant CHIAO was LIBERTY's managing 19 director. She and Does 1-20 so dominated and controlled LIBERTY so that the separate 20 identity of the limited liability company was merged into her personal affairs. 21 48. Plaintiff is informed and believe that CHIAO and Does 1-20 so 22 undercapitalized LIBERTY so that it could not and cannot meet its obligations. Whatever 23 assets it possessed have been diverted to CHIAO or others at her direction to the 24 detriment of creditors including Plaintiff, and that the LLC form has been otherwise 25 disregarded so that it is united with her personal interests. 26 49. Plaintiff is further informed and believe that CHIAO and Does 1 to 20 so 27 managed and operated LIBERTY so as to commingle its assets with her own according to First Amended Complaint her convenience and in order to make LIBERTY unable to meet its obligations to creditors, including Plaintiff. 50. Continued recognition of the separate existence of the corporation will cause an injustice to Plaintiff who would be unable to satisfy the obligations owed to them by LIBERTY should such continued to be recognized. 51. Therefore, Plaintiff requests that the corporate entity of LIBERTY. be disregarded and that CHIAO and Does 1-20 be held liable personally for all of Plaintiffs's losses and damages. 9 WHEREFORE, Plaintiff prays: 10 1. For damages in an amount in excess of the jurisdictional minimum of this court to compensate Plaintiff for the cost of curing and correcting the defects and property 12 damage in the property. 13 2. For damages to compensate Plaintiffs for the cost of investigating the 14 damages and determining the work needed to correct such defects and damage. 15 3. For damages to compensate Plaintiffs for the loss of use of the property at 16 present and when construction work is underway. 17 4. For all money paid by Plaintiff for the purchase of the property upon rescission of the contract. 19 4. For consequential damages according to proof. 20 5. For an order disregarding the separate existence of LIBERTY from CHIAO by 21 finding that the continued existence of LIBERTY is unjust under the circumstances. 22 6. For an order rescinding the contract between LIBERTY and LUMINOUS, 23 restoring all consideration Plaintiff paid and all consequential damages. 24 7. For attorneys fees pursuant to the contract from LIBERTY and CHIAO 25 8. For such other and further relief as the court may allow. 26 27 Dated: July 28, 2020 Michael C. Milter Attorney for Luminous lon LLC First Amended Complaint . ~ "I DocuBign Envelope ID: F2E4813E-227FA888-SCAS-382551 2858DO SAN FRANCISCO SAN PRANCISCO PURCHASE AGREEMENT SAN FRANCISCO ASSOCIATION OF REALTORSdb STANDARD FORM ASSOCIATION of REALTORS''I'I;l This is intended to be a legally binding contract for the pwchase of real plOpeny in San Francisco June?6,?01 9 (Date Prepared) Ludipltt Peuerssan and/ar Related Entify (" Buyer" ) known offers to purchase the real property as 367 Liberty St,San Francisco, CA 941 14-292D or {if checked) this is a purchase of a % undivided interest in the entire Tenants-in-Common (TIC) property above pursuant to the attached TIC Purchase Addendum (the "Property" ) for the Purchase Price of Eiukt Million, Seven Hundred Thousand Dollars ($ 8,700,D00.00 ) and upon the following TERMS and CONDITIONS. i. FINANCIAL TERMS: A. $ 26/,000.00 INITIAL DEPOSIT by electronic funds transfer or check payable to Escrow Holder or to P (" Payee" ), which Buyer or Buyer' business days of Acceptance of this Contract. Broker/Agent shall deposit with Payee within 2 or B. $ ADDITIONAL DEPOSIT to be deposited with Escrow Holder within days after Acceptance or on or before C. $ NEW FIRST LOAN: This Contract is contingent upon Buyer obtaining a new conventional or FHA VA other first loan for a term of 30 or years at an initial annual rate of interest not to exceed % for a loan which is fixed for the entire term or fixed for an initial periodofQ year(s) oSrj month(s) and thereafteradjustable according tothe lender's predetermined schedule, secured by a first deed of trust on the Property, with a loan fee of zero or not more than points and on other terms and conditions satisfactory to Buyer. For an FHA/YA loan, an Amendatory Clause Addendum is attached. D. $ OTHER FINANCING: This Contract is contingent upon Buyer obtaining a new second loan or other additional financing on the following terms: Assumed Financing Addendum and/or Seller Financing Addendum are attached ifchecked. E. $ NONCONTINGENT FINANCING: Buyer intends to obtain new financing in the amount specified. Buyer acknowledges that the full amount may not be obtainable and that the terms and availability of loans are subject to change. Buyer acknowledges that obtaining financing is not a contingency of this Contract. F. $ 8 439 DDEDD CASH BALANCE which shall be deposited by Buyer with Escrow Holder prior to Close of Escrow("COE"). G. $ 8,7DD,DDD.DD PURCHASE PRICE. EXCLUDING CLOSING COSTS (Total of A through F). 2. ESCROW: Escrow shall close on (date)or g{ifchecked) 14 days after Acceptance. If COE falls the on a weekend or legal holiday, it shall be extended to next business day. This Contract, including any addenda and counter offers,shallconstituteescrow instructionsof Buyer and Seller (the"Parties").The Partiesshallexecute additional instructions consistent with this Contract and deliver them to Old Republic Title - Jill Penrod (" Escrow Holder" ). 3. FINANCING PROYISIONSI Buyer affirms that only the loan(s) specified in Paragraph 1 are needed to complete this purchase and shall act diligently and in good faith to obtain them. If Buyer does not remove this financing contingency within 21 or days after Acceptance,eitherParty may terminatethisContract. Brokers/Agents urge Buyer to personallyconfirm loan(s)willfund before removing the financing contingency. Buyer further represents that the funds required for the Deposits, Cash Balance and Closing Costs are available at Buyer's disposal, and that obtaining these funds is not a contingency of this Contract. Any credits to Buyer from any source shall be disclosed to Buyer's lenders. If the total credits exceed the lenders'imits then they shall be reduced accordingly with no adjustment in Purchase Price to make up the difference. Seller agrees to provide prompt access to the Property for appraisal purposes, but has no obligation to cooperate with Buyer's efforts to obtain any financing other than as specified herein. 4. APPRAISAL: This Contract is Q(if checked) subject to written appraisal at no less than the Purchase Price or$ If Buyer does not remove this contingency within 15 or days after Acceptance, either Party may terminate this Contract. 5. AGENCY RELATIONSHIPS CONFIRMATION: The following agency relationships are hereby confirmed for this transaction: Seller's Brokerage Firm Zetytt Fr Real Estate License Number 01339125 is the broker of(check one): Seller's Agent g the Seller; or both the Buyer and Seller(dual agent). Erik Re/der License Number is (check one):g the Seller's Agent (salesperson or broker associate) Buyer's Brokerage Firm Vanguard Proper/ies both the Buyer's and Seller's Agent (dual agent). License Number 01486075 is the broker of(check one): Buyer's Agent g the Buyer; or both the Buyer and Seller (dual agent). Frank Nolan License Number 01300017 6. is (check one):g theBuyer's Agent {salesperson or brokerassociate) both the Buyer's and Seller's Agent (dualagent). PHYSICAL POSSESSION: Physical possession of the Property shall be delivered to Buyer upon recordation of the deed or (if checked) by 10 a.m. or (time) on (date). (If checked) An Addendum setting forth terms upon which Seller may continue to use the Property after COE is attached to and made a part of this Contract. 7. OCCUPANCY: Buyer intends (or does not intend) to occupy the Property as Buyer's residence. B~er's Initials gr's Initials Page I of 7 f (Rev. 04/19) I-F / Copyright tD 2019 San Francisco Association of REALTORS + / (Contract) dta I VttttptsnlPlept e e a Pttttltbcsen ellis Phase.dais) 1st-lets sll.1nd le1 Usetlat Sl Mmd~ tepans 'ett pledseed ydlh appemtoby at pico'a laoye pfseen Mde need. plssel, Michigan daoaa Immt Docusign Envelope ID; F254813E-227FP8684tCA3-3625512858DD Property: 367 13/rer/p Sl, Suu Freud/geo Date: Juue26,28/9 TITLE REVIEW: Within 3 days afler Acceptance, Buyer, at Buyer's expense, shall order a Preliminary Report ("Prelimn) from Escrow Holder. A Prelim is only an offer to issue a policy of title insurance and may not contain every item aflecting title. Buyer shall take title to the Property subject to all encumbrances, easements, rights, covenants, conditions, restrictions and other matters, whether of record or not, as of the day of Acceptance except: (1) monetary liens which, unless otherwise agreed in writing, Seller will pay ofl'rom Seller's proceeds at COE; and (2) any matters which Seller hasagreed in writing toremove prior to COB. Within 3 days afler Acceptance, Seller shall disclose to Buyer all matters known to Seller affecting title, whether those matters are of record or not. Buyer's review and approval of the Prelim, and of all matters affecting title, is a contingency of this Contract. If Buyer does not remove this contingency within 5 or days afler receipt of the Prelim, either Partymay terminate this Contract. At COE Buyer shallreceive a grant deed conveying including title any associated rightsowned by Seller. {If the Property is a cooperative apartment Buyer shall receive a pledge or assignment of the stock and an assignment of the leasehold interest.)Title shall vest as specified by Buyer, The manner of taking title may have significant legal and tax consequences. Buyer should consult with their legal and tax advisors. Buyer should direct all questions regarding title insurance coverage, its cost, and the availability of enhanced coverages, such as those oflered by an ALTA policy, to the Escrow Holder or Title Company. ITEMS INCLUDED IN THE SALE: To the extent owned by Seller,unless excluded in Paragraph 10 below, all existing fixtures and fittings attached to the Property and major appliances for which custom openings or encasements have been made are included, free of liens,in the Purchase Price,including electrical,lighting,plumbing and heating fixtures,hardware, solar systems, screens, awnings, shutters, window coverings, attached floorcoverings, televisionantennas/satellitedishesand related equipment, water soflening systems, air coolers or conditioners,pool and spa equipment, mailbox, garage door openers and transmitters,trees,shrubs and outdoor plantsplanted inthe ground, private telephone systems, security systems and home automation systems, together with any dedicated hardware and/or applicable soflware and passwords needed to operate them. A. PERSONAL PROPERTY ITEMS INCLUDED: Items listed in the MLS, disclosures or marketing materials, are not included in the sale unless specified in this Contract. The personal property checked below, on the Property at Acceptance, is included in the sale, free of liens, but with no warranty of condition: IltflAII refrigerators I IBIWashers and dryers I IXI Microwave I I I II20Allranges/stoves IIBIWinecooler IUFreezer I U See Additional Terms I B. LEASED OR LIENED ITEMS: If any included items are leased or liened, Seller shall identify them within 3 days oF Acceptance and deliver to Buyer all leases, contracts, terms of use, and warranties, which shall be subject to Buyer's reasonable approvaL If Buyer does not remove this contingency within 12 or days afler receipt of documents, either Party may terminate this Contract. 10. ITEMS EXCLUDED PROM THE SALE: All items owned by the staging company, which may include window coverings and mirrors; furnitureattachedonly for earthquake safety;externally mounted audio-visual equipment {e.g. flatpanel screens) and brackets (when removed, holes shall be repaired but not painted); and these additional exclusions: 11. PRORATIONS AND EXPENSES: The following shall be paid cunent and then prorated between Buyer and Seller as of COE: real property taxes (based upon the latest information available regarding the assessed value of the Properly and the applicable tax rate); bonds and assessments; Homeowners'ssociation (nHOAn) dues and assessments; interest on any loan(s) secured by the Pmperty assumed by Buyer; premiums for any insurance on the Property assumed by Buyer; rents; and operating expenses. Buyer shall pay the escrow fee, title insurance premiums, any community enhancement fee, and any HOA transfer, certification and move-in fees. Seller shall pay the City and County transfer tax, any HOA move-out fee, and any prepayment penalty or other fees or charges Unless specitied in this Contract, all other prorations and expenses shall imposed by lenders for loans being paid ofl'through escrow. Buyer and Seller understand that the Property will be reassessed be paid by either Buyer or Seller in accordance with local custom. upon change of ownership. Supplemental tax bills will be sent to Buyer which will reflect a change in property taxes based on the Purchase Price becoming the new assessed value. Any tax bills issued afler COB, for periods of time before COE, shall be paid by Seller. 12. BUYER'S DUE DILIGENCE: Brokers/Agents strongly recommend that Buyer obtain the inspection reports provided by Paragraph A and any further inspections recommended in those reports. A. PROPERTY INSPECTIONS: Buyer's obligations under this Contract are contingent upon Buyer's written approval, at Buyer's sole discretion, of the physical condition of the Property, including parking and storage availability, neighborhood issues, and any other matter reasonably affecting the Property. Within the time specitied below, Buyer shall have the right to conduct inspections oF the Property by contractors, engineers, architects, and/or other experts retained by Buyer, which inspections may include, but are not limited to, a general property inspection, a structural pest control inspection, the foundation, framing, roof, plumbing, sewer lines, heating, air conditioning, electrical and mechanical systems, built-in appliances, retaining walls, geologic conditions, pool/spa and related equipment, environmental hazards (such as asbestos, mold, electromagnetic fields,radon gas, lead-based paint or lead hazards, fuel or chemical storage tanks, and other materials or products), noise transmission, water/utility lines. Brokers/Agents do not certify or verify use restrictions, and location of property lot size, boundary lines or interior square footage, information contained in inspection reports, advertising, or representations of others. Seller shall permit the inspections upon receiving reasonable advance notice from Buyer. Buyer shall provide Seller with copies of all written reports received. During the due diligence period, Buyer may request that Seller make repairs or credit Buyer for the estimated costs of identified repair work, but Seller shall not be obligated to agree to any such request. If Buyer does not remove this contingency within 15 or days after Acceptance, either Party may terminate this Contract. Buyer's Initials Page 2 of 7 (Rev. 04/19) Lj / Copyright 2019 San Francisco Association of REALTORS48 [ *i i m ptcd deed nhh zippenne hy zipbcgiz igeye pneen Mile Reed, preeer, Michigan deere DocuSign Envelops ID: F2E4513E-227FPSSS-SCA3-3625512858DO Property: 367 /Jbery v Ss, San Franc/sea Date: June 26, 20/9 B. WAIVER OF PROPERTY INSPECTIONSi If initialed below, Buyer waives the contingency established in Paragraph 12A above and the right toperform inspections.Buyer is aware that allreal property and improvements contain defects and conditions which are not readily apparent and which may affect the value and/or desirability of the Property.Buyer and Seller acknowledge that Broker/Agents do not guarantee and in no way assume responsibility for the condition of the Property. Buyer also is aware of Buyer's own affirmative duty to exercise due diligence in observing the condition of and inspecting the Property to protect Buyer's interests. Buyer understands, acknowledges and agrees that any reports Buyer msy have received from any source do not constitute representations or warranties by either Seller or Brokers/Agents as to the past, present or future condition, use or development potential of the Property. Brokers/Agents strongly recommend that Buyer retain Buyer's own contractors and other appropriate experts to investigate the condition and suitability of all aspects of the Property including, but not limited to, all matters affecting its use, value and desirability for the purposes intended by Buyer. If Buyer waives any or all rights to perform the inspections as specified in Paragraph 12A above, then Buyer is proceeding against the advice of Brokers/Agents, and Buyer agrees to release Seller and Brokers/Agents from all claims, demands, snd liabilities which in any way relate to or arise from any issue which might have been disclosed, detected and/or evaluated by such inspections. Bqyer's Initials / Buyer hereby waives the inspection contingency established by Paragraph 12A above. 13..: MINIUM / COOPERATIVE APARTMENT DISCLOSURE:l If the Property is a condominium or or cooperative days alter apartment, this Contractis contingent upon Buyer's review of the documents described below. Within 10 Buyer with copies of