2013/05/14 City Council Resolution 2013-076RESOLUTION NO. 2013 -076
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING A PROPERTY PURCHASE AND SALE /CLOSING
AGREEMENT WITH REDWOOD EQUITIES INVESTMENTS, LLC AND
AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT AND
TAKE ALL OTHER ACTIONS NECESSARY TO CONSUMMATE THE
TRANSACTION CONTEMPLATED BY THIS RESOLUTION
WHEREAS, the City of Rohnert Park ( "City ") is the owner of that certain real property
(the "Property ") consisting of approximately 16.49 acres of land located west of U.S. Highway
101 and north of the Rohnert Park Expressway in the Stadium Lands Master Plan Area of the
City and more particularly described in Exhibit A to the Purchase and Sale /Closing Agreement
attached hereto as Exhibit 1 and incorporated herein by reference; and
WHEREAS, the Property consists of Lots 2, 3, and 4 and adjoining streets, as shown on
Parcel Map 180, recorded on December 11, 2009 in Book 736 of Maps, pages 30 -32, Sonoma
County Records; and
WHEREAS, the Property was modified by three lot -line adjustments as more particularly
described therein, which lot -line adjustments were recorded on April 3, 2013, as Instrument Nos.
20130034300 through 20130034303, inclusive, in the Official Records of Sonoma County; and
WHEREAS, City desires to convey the property to Redwood Equities Investments, LLC
( "Redwood Equities ") in the interest of promoting implementation of the Stadium Lands Master
Plan; and
WHEREAS, City and Redwood Equities previously entered into that certain Option to
Purchase and Purchase Agreement dated as of April 8, 2003 (the "Original Option Agreement ")
and that certain Amendment to Option to Purchase Agreement dated as of September 14, 2004
(the "Option Agreement Amendment "); and
WHEREAS, City and Redwood Equities intend the Purchase and Sale /Closing
Agreement attached hereto as Exhibit 1 to govern the terms and conditions for the purchase and
sale of the Property, and
WHEREAS, City and Redwood Equities further intend the Purchase and Sale /Closing
Agreement to supersede in their entirety the Original Option Agreement, the Option Agreement
Amendment, and all other prior or contemporaneous oral or written communications between the
Parties regarding the purchase, sale and development of the Property, except as expressly
provided otherwise in Section 1 of said Purchase and Sale /Closing Agreement; and
WHEREAS, pursuant to Government Code Section 65402, on July, 29 2004 the City
Planning Commission adopted PC Resolution No. 2004 -33 and found the sale of the Property to
Redwood Equities to be consistent with the City's General Plan for actions described in this
Resolution; and
WHEREAS, section 15061 (b) (3) of the CEQA Guidelines exempts activities that are
covered under the general rule that CEQA applies only to projects that have the potential to cause
significant effects on the environment. Where it can be seen with certainty that there is not
possibility the activity in question may have a significant effect upon the environment, the
activity is not subject to CEQA. The proposed activity only transfers the ownership of the
property from the City to Redwood Equities. Therefore, this activity is exempt from CEQA
because there is no possibility for the conveyance to have an effect on the environment; and
WHEREAS, City agrees to sell the Property to Redwood Equities, and Redwood
Equities agrees to purchase the Property from City, subject to the terms and conditions set forth
in the Purchase and Sale /Closing Agreement; and
WHEREAS, the City Council considered the passage of this Resolution at its regularly
scheduled meeting on May 14, 2013.
NOW, THEREFORE, the City Council of the City of Rohnert Park does hereby resolve,
determine, find and order as follows:
Section 1. Recitals. The above referenced recitals are true and correct and are incorporated into
and form a material part of this Resolution.
Section 2. Approval of Property Purchase Agreement; Authority ff City Manager. The City
Council hereby consents to the sale of the Property to Redwood Equities for a price of Three
Million, Six Hundred Thirty -One Thousand, Six Hundred and Twelve and 45/100 Dollars
($3,631,612.45) and approves the Purchase and Sale /Closing Agreement in substantially similar
form as provided for in Exhibit 1, attached hereto and incorporated by this reference. The City
Council authorizes the City Manager to execute said Agreement on behalf of the City of Rohnert
Park subject to minor modifications as approved by the City Attorney.
Section 3. Section 65402 Consistency. Pursuant to Government Code Section 65402, the City
Council hereby affirms and accepts the City Planning Commission's recommended finding that
the actions described in this Resolution are consistent with the City's General Plan.
Section 4. Approval of Deed. The City Manager is hereby authorized and directed to execute a
Grant Deed for and on behalf of the City of Rohnert Park, subject to the terms stated in the
Property Purchase and Sale /Closing Agreement and to the review and acceptance by the City
Attorney.
Section 5. Other Actions Authorized. Subject to the review and acceptance by the City Attorney,
the City Manager is hereby authorized and directed to take all action necessary or reasonably
required to carry out, give effect to, and consummate the transactions contemplated by this
Resolution and to take all action necessary in conformity therewith.
Section 6. Severability. If any action, subsection, sentence, clause or phrase of this Resolution or
the fees levied by this Resolution shall be held invalid or unconstitutional by a court of
competent jurisdiction, such invalidity shall not affect the validity of the remaining portions of
this Resolution or the fees levied by this Resolution that can be given effect without the invalid
provisions.
2013 -076
DULY AND REGULARLY ADOPTED this date of 14"' of May, 2013.
ig
ATTEST:
aoKNERT
#Anne Buergler, City Clerk
Attachments: Exhibit 1, Agreement
62
CITY OF ROHNERT PARK
Pam Stafford, Mayor
AHANOTU: (�A'C BELFORTE: (AN) MACKENZIE: 41C CALLINAN: A toy -\- STAFFORD:.
AYES: (3 ) NOES: ( ) ABSENT: ( ) ABSTAIN: ((3 )
2013 -076
EXHIBIT I
PURCHASE AND SALE /CLOSING AGREEMENT
PURCHASE AND SALE / CLOSING AGREEMENT
This Purchasc and Sale / Closing Agreement (this "Agreement ") is entered into effective
as ofmm; 2013 ( "Effective Date ") by and between the City of Rohnert Park, a
municipal cor oration (`City ") and Redwood Equities Investments, LLC, a California limited
liability company ( "Buyer "). City and Buyer are collectively referred to herein as the "Parties."
RECITALS
A. City is the owner of that certain real property consisting of approximately 16.49
acres of land located west of U.S. Highway 101 and north of the Rohnert Park Expressway and
more particularly described in Exhibit A attached hereto and incorporated herein by reference
(the "Property "). The Property consists of Lots 2, 3, and 4 and adjoining streets, as shown on
Parcel Map 180, recorded on December 11, 2009 in Book 736 of Maps, pages 30 -32, Sonoma
County Records. As described below, the Property has been modified by three lot -line
adjustments.
B. City has agreed to sell the Property to Buyer, and Buyer has agreed to acquire the
Property from City on the terms and conditions set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows.
1. Intent of the Parties; Prior Agreements. The Parties previously entered into that certain
Option to Purchase and Purchase Agreement dated as of April 8, 2003 (the "Original Option
Agreement ") and that certain Amendment to Option to Purchase Agreement dated as of
September 14, 2004 (the "Option Agreement Amendment "). The Parties intend this
Agreement to: (a) govern the terms and conditions for the purchase and sale of the Property,
and (b) except as expressly provided in this Section 1, supersede in their entirety the Original
Option Agreement, the Option Agreement Amendment, and all other prior or contemporaneous
oral or written communications between the Parties regarding the purchase, sale and
development of the Property. Without limiting the generality of the foregoing, the Parties each
acknowledge and agree that neither Party has any remaining obligations pursuant to the Original
Option Agreement or the Option Agreement Amendment except as may be expressly set forth in
this Agreement, and each Party hereby waives, releases, acquits and forever discharges the other
Party and their respective officials, agents, employees and representatives from any and all
claims, actions, causes of action, demands, rights, liabilities, damages, losses, costs, expenses or
compensation, direct or indirect, known or unknown, foreseen or unforeseen that it now has or
that may arise in the future in any way arising from or in connection with the performance or
failure to perform any obligation arising under the Original Option Agreement or the Option
Agreement Amendment.
Notwithstanding the foregoing, the Parties agree that Buyer's obligations pursuant to Paragraph
(c) of Section 4.9.1.1 of the Option Agreement Amendment and Section 10.6 of the Original
Option Agreement to indemnify, defend and hold the City and its officials, agents, employees
OAK 114820 -1878 -0689 A
and representatives harmless from and against all claims, damages, liens, liabilities, losses, costs
and expenses, including reasonable attorneys' fees, arising in connection with Buyer's inspection
and testing of the Property, Buyer's obligation to keep the Property free of mechanics' and
materialrnen's liens, or arising in connection with the work of any contractor or subcontractor
performing work on the Property, shall continue in full force and effect and shall survive the
closing for Buyer's acquisition of the Property (the "Closing ") and the expiration or termination
of this Agreement.
2. Agreement to Sell and Purchase. City agrees to sell the Property to Buyer, and Buyer
agrees to purchase the Property from City, subject to the terms and conditions set forth in this
Agreement.
3. Purchase Price and Credits. The purchase price for the Property (the "Purchase Price ")
shall be the sum of Three Million, Six Hundred Thirty -One Thousand, Six Hundred and Twelve
and 45/100 Dollars ($3,631,612.45). The Purchase Price reflects the three lot -line adjustments to
Lot 2 and Lot 3 as described in Section 4 below, and reflects the actual square footage to be
conveyed to Buyer as follows:
NW Wastewater holding pond parcel (Lot 2, PM no. 180) = 486,307 sq. ft. — 3120 sq.ft. (2 -LLAs) _
489,427 sq. ft. x $4.23/sq. ft. = $2,070,276.21
NE Wastewater holding pond parcel (Lots 3 & 4, PM no. 180) = 106,490 sq. ft. + 130,681
sq. ft. — 2030 sq. ft.(LLA) = 235,141 sq. ft. x $6.64/sq. ft. = $1,561,336.24
$2,070,276.21 + $1,561,336.24 = $3,631,612.45 Total purchase price
The Parties acknowledge that pursuant to the Original Option Agreement and the Option
Agreement Amendment, Buyer has made certain payments to City in an aggregate amount equal
to the sum of Two Million, Six Hundred Thousand Dollars ($2,600,000) (the "Option Payment
Credit ") which sum shall be credited toward the Purchase Price at Closing. In addition, the
Parties agree that the sum of Five Hundred Thousand Dollars ($500,000) (the "Wastewater
Holding Pond Credit ") shall be credited toward the Purchase Price at Closing to cover Buyer's
cost to remediate the wastewater holding ponds located on the Property (the "Wastewater
Holding Ponds "). The Parties intend the provision of the Wastewater Holding Pond Credit to
serve as full satisfaction of any and all obligations of City with respect to the Wastewater
Holding Ponds, including without limitation, the provision of credits anticipated to have
provided pursuant to Section 3.15 of the Original Option Agreement.
Taking the Option Payment Credit and the Wastewater Holding Pond Credit into consideration,
the balance of the Purchase Price payable by Buyer at Closing is the sum of Five Hundred
Thirty -One "Thousand, Six Hundred Twelve and 45/100 Dollars ($531,612.45). City has no
obligation to make any cash payment with respect to the Option Payment Credit or the
Wastewater Holding Pond Credit -- the sole value of such credits is as an offset to the Purchase
Price payable pursuant to this Agreement. If the Closing does not occur by the Termination Date
(defined in Section 6 below), both the Option Payment Credit and the Wastewater Holding Pond
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OAK 94820- 1878 -0689 v8
Credit shall be forfeited, and City shall have no obligation to provide either of such credits nor
any cash payment or offset of any kind to any party.
4. Lot Line Adjustments. The Parties agree that a lot line adjustment has been processed in
order to exclude the concrete vault structure presently located on Lot 3 from the Property, as
shown on the drawing attached as Exhibit A -1 to this Agreement, and that the following two (2)
additional lot -line adjustments have been undertaken: (i) between Lot 2 and Lands of Cotati-
Rohnert Park Unified School District, and (ii) between Lot 2 and Lands of Rural California
Broadcasting Corporation (KRCB), each as shown in the Lot -Line Adjustment Plat attached to
this Agreement as Exhibit A -2. The Purchase Price set forth in Section 3 reflects the foregoing
three lot -line adjustments. Buyer shall have no obligation to pay for the cost of the lot -line
adjustments described in this Section.
5. Reimbursement Agreement. Prior to the Effective Date, Buyer prepared or caused to be
prepared, at Buyer's expense: (i) a Master Plan for the Property and adjacent lands (the
"Master Plan ") which, among other issues, addresses existing and proposed land uses, a
circulation plan, infrastructure needs, and parking requirements; and (ii) an Environmental
Impact Report (EIR) for the Master Plan (the "Master Plan EIR "). The Parties agree that the
cost of preparation for the Master Plan and the Master Plan EIR equals the sum of Two Hundred
Sixteen Thousand, Six Hundred Forty Dollars ($216,640). Buyer is purchasing 16.49 acres of
the 31.75 acres encompassing the area covered by the Master Plan (the "Master Plan Area ")
which equals 52% of the Master Plan Area. The remaining property within the Master Plan Area
constitutes 48% of the Master Plan Area, and the proportional share of the Master Plan and
Master Plan EIR preparation cost attributable to the other property in the Master Plan Area is
48% times $216,640 or the sum of $103,987 (the "Reimbursable Cost ").
As a condition to Closing, the Parties will enter into a reimbursement agreement substantially in
the form attached hereto as Exhibit B (the "Reimbursement Agreement ") pursuant to which
City will agree to collect from each other owner of property located within the Master Plan Area,
and pay to Buyer, a pro rata share of the Reimbursable Cost. City shall require each owner of
property located within the Master Plan Area other than the Property, to pay such pro rata share
at the time such owner obtains a building permit applicable to such owner's property. The City
shall comply with all applicable laws, regulations and City policies in connection with the
adoption and imposition of any amount, fee or condition of approval required or related to
satisfying the provisions of this Paragraph. The Property is excluded from the reimbursement
requirement since Buyer previously advanced the cost of the Master Plan and the Master Plan
EIR. Exhibit C attached hereto and incorporated herein by reference depicts the Master Plan
Area and identifies by Assessor's Parcel Number a complete Iist of the properties that are located
within the Master Plan Area and whose owners (other than the owner of the Property) will be
required to pay a pro rata share of the Reimbursable Cost. The Parties agree that City's
obligation to make payments to Buyer pursuant to the Reimbursement Agreement shall be
limited to the amounts City actually receives from such property owners.
6. Closing Date; Termination bate. The Parties anticipate that the Closing will take place
on or before June 30, 2013. If the Closing has not occurred by .Lune 30, 2013 (the
OAK 114820 -1878 -0689 0
"Termination Date "), this Agreement shall terminate, and except as expressly stated herein, the
Parties shall have no further obligations under this Agreement.
7. Conveyance of Title. At the close of escrow for conveyance of the Property to Buyer
( "Close of Escrow "), City shall convey by grant deed to Buyer fee simple title to the Property,
free and clear of all liens, encumbrances, defects, conditions and rights of occupancy except:
(a) taxes for the fiscal year in which the Closing occurs, which shall be prorated as of the Close
of Escrow; (b) applicable building and zoning laws and regulations; (c) the provisions of the
Grant Deed; (d) the items described as exception numbers 1 through 15 and exception number
20 in that certain preliminary report (Order No. 01180 - 41827) for the Property dated April 16,
2013 and issued by Stewart Title Company, a copy of which has been provided to Buyer, and (e)
such other title exceptions as Buyer may approve in writing (all of the foregoing, collectively,
the "Permitted Exceptions ").
8. Escrow; Escrow Instructions. The Parties have opened an escrow to consummate the
purchase and sale of the Property pursuant to this Agreement at the office of Stewart Title
Company located at 1101 College Avenue, Suite 100, Santa Rosa, CA 95404 ( "Title Company"
or "Escrow Agent "). Promptly following the Effective Date, the Parties shall deposit with the
Escrow Agent an executed copy of this Agreement, which shall serve as the joint escrow
instructions of Buyer and City for this transaction, together with such additional instructions as
may be executed by the Parties and delivered to the Escrow Agent.
9. Closing Documents and Funds
(A) City
(i) By not later than two (2) business days prior to the Close of Escrow, City shall
deposit into escrow all of the following:
(a) A Grant Deed ( "Grant Deed "), duly executed and acknowledged,
conveying to Buyer fee simple title to the Property, subject only to Permitted
Exceptions;
(b) A duly executed original of the Reimbursement Agreement;
and
(c) Such additional duly executed instruments and documents as the
Escrow Agent may reasonably require to consummate the transaction
contemplated hereby.
(B) Buyer
(i) By not later than two (2) business days prior to the Close of Escrow,
Buyer shall deposit into escrow all of the following:
onx H4820-1 s78-0689 v8 4 17
(a) A duly executed original of the Reimbursement Agreement; and
(b) Such additional duly executed instruments and documents as the
Escrow Agent may reasonably require to consummate the transaction
contemplated hereby.
(ii) Not less than one (1) business day prior to the Close of Escrow, Buyer
shall deposit into escrow immediately available funds in the amount equal to:
(a) The Purchase Price (less the Option Payment Credit and the
Wastewater Holding Pond Credit), as adjusted by any prorations between the
Parties; and
(b) Funds in the amount necessary to pay Buyer's share of closing
costs as set forth in Section 11 below.
10. Close of Escrow. The Parties intend to close escrow within fourteen (14) days of
removal of all contingencies and conditions, but not later than the Termination Date (defined
above in Section 6), unless this Agreement is terminated pursuant to the terms hereof or extended
by mutual written agreement of the Parties. The Escrow Agent shall close escrow by: (i)
causing the Grant Deed to be recorded in the Official Records of Sonoma County, California; (ii)
issuing the Title Policy and delivering same to Buyer; (iii) delivering to City the monies
constituting the Purchase Price less credits, prorated amounts and charges to be paid by or on
behalf of City; (iv) delivering to Buyer a conformed copy of the Grant Deed indicating recording
information thereon; and (v) delivering to each Party a fully - executed counterpart original of the
Reimbursement Agreement. Possession of the Property shall be delivered to Buyer at the Close
of Escrow.
11. Closing Costs. City and Buyer shall each pay one -half (1/2) of the escrow fee, the cost of
preparing the grant deed for conveyance of the Property, and recording fees. Each Party will pay
its respective notary fees. City will pay governmental transfer taxes and conveyance fees, if any,
and all other escrow fees. City will pay the cost of the title insurance premium for an ALTA
owner's title insurance policy. Buyer will pay the cost to update any survey required in
connection therewith.
12. Prorations. All real and personal property ad valorem taxes and special assessment, if
any, whether payable in installments or not, including without limitation all supplemental taxes
attributable to the period before the Closing date shall be prorated as of the Close of Escrow
based upon the most recent available tax rate and assessed valuation.
13. Buyer's Conditions to Closin The Close of Escrow and Buyer's obligation to purchase
the Property are conditioned upon satisfaction (or Buyer's waiver, exercisable in Buyer's sole
discretion) of each of the following: (i) Buyer and The Spanos Corporation, a California
corporation ( "Spanos ") shall have entered into a binding agreement pursuant to which Spanos
shall agree to purchase all or part of the Property from Buyer, and (ii) the commitment by Title
Company to issue and deliver to Buyer at Close of Escrow a CLTA Owner's Title Insurance
5
OAK 84820 -1573 -0639 v8
Policy ( "Title Policy ") (or at Buyer's election, an ALTA Owner's Title Insurance Policy) to be
issued by Title Company in the amount of the Purchase Price for the benefit and protection of
Buyer, showing fee simple title to the Property vested in Buyer, subject only to the Permitted
Exceptions and the standard preprinted exceptions for the form of policy selected by Buyer,
including such endorsements as may reasonably be requested by Buyer.
Should any condition to Closing fail to occur, excepting any such conditions that have been
waived by Buyer, Buyer shall have the right, exercisable by giving written notice to City, to
cancel the escrow, terminate this Agreement, and recover any amounts deposited with the
Escrow Agent by or on behalf of Buyer.
14. Bum Representations Warranties and Covenants. Buyer represents, warrants and
covenants that this Agreement and all other documents delivered in connection herewith, prior to
or at the Close of Escrow: (i) have been duly authorized, executed, and delivered by Buyer; (ii)
are binding obligations of Buyer; and (iii) do not violate the provisions of any agreement to
which Buyer is a party. Buyer further represents and warrants that the persons who have
executed this Agreement on behalf of Buyer have are duly authorized to do so, that Buyer has the
legal right to enter into this Agreement and to perform all of its terms and conditions, and that
Agreement is enforceable against Buyer in accordance with its terms.
15. AS -IS Purchase. Buyer acknowledges that it has had an opportunity prior to the
Effective Date to examine, inspect and conduct tests of the Property. Unless Buyer elects to
terminate this Agreement pursuant to the terms hereof, Buyer will purchase the Property in its
"AS IS, WHERE IS, WITH ALL FAULTS" CONDITION AS SUCH CONDITION EXISTS
ON THE EFFECTIVE DATE WITH NO RIGHT OF SET -OFF OR REDUCTION IN THE
PURCHASE PRICE, AND SUCH SALE WILL BE WITHOUT REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, AND CITY DISCLAIMS AND RENOUNCES ANY SUCH
REPRESENTATION OR WARRANfY.
16. Release. As of the Effective Date, Buyer hereby waives, releases, acquits, and forever
discharges City and City's officials, agents, employees and representatives to the maximum
extent permitted by law, of and from any and all claims, actions, causes of action, demands,
rights, liabilities, damages, losses, costs, expenses, or compensation whatsoever, direct or
indirect, known or unknown, foreseen or unforeseen, that Buyer now has or that may arise in the
future because of or in any way arising from or connected with (i) the condition of the Property
except matters arising from City's fraud or intentional misrepresentation, or (ii) any performance
or failure to perform any obligation pursuant to the Original Option Agreement or the Option
Agreement Amendment.
Buyer acknowledges that it may have sustained damage, loss, costs or expenses which are
presently unknown and unsuspected, and such damage, loss, costs or expenses which may have
been sustained may give rise to additional damage, loss, costs or expenses in the future. Buyer
also acknowledges that changes in law may occur in the future which may apply retroactively
and may allow Buyer to be entitled to further claims for damage, loss, costs or expenses which
6
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are presently unknown and unsuspected. Nevertheless, Buyer hereby acknowledges that this
Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly
waives any and all rights which it may have under California Civil Code section 1542, or under
any statute or common law or equitable principle of similar effect.
BUYER ACKNOWLEDGES THAT BUYER IS FAMILIAR WITH SECTION 1542 OF THE
CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
BUYER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND
BENEFITS WHICH BUYER MAY HAVE UNDER SECTION 1542 OF THE CALIFORNIA
CIVIL CODE AND ANY OTHER PROVISION OF LAW THAT PROVIDES A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS THAT BUYER DOES NOT KNOW OR
SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY BUYER WOULD HAVE MATERIALY AFFECTED BUYER'S
AGREEMENT TO RELEASE SELLER. ,.
Buyer's Initials
This Section 16 shall survive the Close of Escrow and the expiration or termination of this
Agreement. This release shall not include: (i) any claim Buyer may make to a refund of all or
part of the $50,000 deposit paid by Buyer toward expenses of negotiating and executing a
development agreement relating to the Property, or (ii) any claim that may accrue to Buyer as the
result of any future application regarding any portion of the Property that is retained by Buyer, or
any claim arising out of future activities on any portion of the Property that is retained by Buyer.
17. Damage and Destruction. In the event of any damage or other loss to the Property, or any
portion thereof, caused by fire or other casualty prior to the Close of Escrow in an amount not
exceeding $100,000, Buyer shall not be entitled to terminate this Agreement, but shall be
obligated to close the escrow and purchase the Property as provided in this Agreement, without
abatement in the Purchase Price, provided that City shall: (i) assign and transfer to Buyer all of
City's rights under any insurance policy covering the damage or loss, and all claims for monies
payable from City's insurer(s) in connection with the damage or loss to the Property, and (ii) pay
to Buyer at the Close of Escrow the amount of City's deductible under the insurance policy or
policies covering the damage or loss. In the event of damage or destruction of the Property or
any portion thereof prior to the Close of Escrow in an amount in excess of $100,000, Buyer may
elect either to terminate this Agreement upon written notice to City, or to consummate the
purchase of the Property, in which case City shall (i) assign and transfer to Buyer all of City's
rights under any insurance policy covering the damage or loss, and all claims for monies payable
from City's insurers) in connection with the damage or loss, and (ii) pay to Buyer at the Close of
OAK t14820 -1878 -0689 v8
Escrow the amount of City's deductible under the insurance policy or policies covering the
damage or loss. In the event Buyer elects to terminate this Agreement, all funds and documents
deposited into escrow by or on behalf of Buyer shall be returned to Buyer, and all rights and
obligations hereunder shall terminate except those that expressly survive the termination of this
Agreement.
18. Condemnation. If prior to Close of Escrow, a material portion of the Property is taken
by eminent domain (or an action of eminent domain has been commenced against all or any
portion of the Property) (excluding for purposes of this Section, the exercise of any eminent
domain powers by the City), upon City's receipt of notice thereof City shall promptly notify
Buyer of such fact, and Buyer shall have the option to terminate this Agreement upon notice to
City given not later than ten (10) days after Buyer's receipt of City's notice. If Buyer elects to
terminate this Agreement, all funds and documents deposited into escrow by or on behalf of
Buyer shall be returned to Buyer, and all rights and obligations of the Parties hereunder shall
terminate except those that expressly survive the termination of this Agreement. If Buyer does
not exercise such option to terminate this Agreement, City shall assign to Buyer at the close of
escrow, and Buyer shall be entitled to negotiate for, receive, and keep, all awards, and rights to
receive future awards, for such taking by eminent domain, and the transaction contemplated by
this Agreement shall be consummated pursuant to the terms hereof, without any reduction in
value of the consideration for the Property.
19. Miscellaneous.
19.1 Notices. All notices to be sent pursuant to this Agreement shall be made in
writing, and sent to the Parties at their respective addresses specified below or to such other
address as a Party may designate by written notice delivered to the other parties in accordance
with this Section. All such notices shall be sent by: (i) personal delivery, in which case
notice is effective upon delivery-, (ii) certified or registered mail, return receipt requested, in
which case notice shall be deemed delivered on receipt if delivery is confirmed by a return
receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the
sender's account, in which case notice is effective on delivery if delivery is confirmed by the
delivery service; or (iv) facsimile transmission, in which case notice shall be deemed delivered
upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first -
class or certified mail or by overnight delivery, or (b) a transmission report is generated
reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered
to have been received on the next business day if it is received after 5:00 p.m. recipient's time or
on a nonbusiness day.
City:
City of Rohnert Park
130 Avram Ave.
Rohnert Park, CA 94928
Attention:-
Facsimile: 909
Buyer:
OAK 114820- 1878 -0689 v8
Redwood Equities Investments, LLC
707 2°d Street, Suite 300
Santa Rosa, CA 95401
Attention: V-�>ev-w-,;, -
Facsimile:
19.2 Amendment; Waiver. No waiver of any breach of any covenant or provision of
this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no
waiver shall be valid unless in writing and executed by the waiving party. An extension of time
for performance of any obligation or act shall not be deemed an extension of the time for
performance of any other obligation or act, and no extension shall be valid unless in writing and
executed by the waiving party. This Agreement may be amended or modified only by a written
instrument executed by the Parties.
19.3 Severability. If any term, provision, condition or covenant of this Agreement or
its application to any party or circumstances shall be held by a court of competent jurisdiction, to
any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the
term, provision, condition or covenant to persons or circumstances other than those as to whom
or which it is held invalid or unenforceable, shall not be affected, and shall be valid and
enforceable to the fullest extent permitted by law unless the rights and obligations of the Parties
have been materially altered or abridged thereby.
19.4 Assignment. Buyer may assign its rights hereunder only with the prior written
consent of City.
19.5 No Brokers. Each Party warrants and represents to the other that no person or
entity can properly claim a right to a real estate commission, brokerage fee, finder's fee, or other
compensation with respect to the transaction contemplated by this Agreement other than as
stated in this Section 19.5. Each Party agrees to defend, indemnify and hold harmless the other
Party from any claims, expenses, costs or liabilities arising in connection with a breach of this
warranty and representation. The terms of this Section shall survive the Close of Escrow and the
expiration or earlier termination of this Agreement.
19.6 Litigation Costs; Attorneys' Fees. If any legal action or any other proceeding,
including arbitration or action for declaratory relief, is brought for the enforcement of this
Agreement or because of an alleged breach or default in connection with this Agreement, the
prevailing Party shall be entitled to recover reasonable attorneys' fees and other costs, in addition
to any other relief to which such Party may be entitled. The provisions of this Section shall
survive the Close of Escrow and the expiration or termination of this Agreement.
19.7 Governing Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to principles of conflicts of
law. Any action to enforce or interpret this Agreement shall be filed and litigated exclusively in
the Superior Court of Sonoma County, California or in the Federal District Court for the
Northern District of California. Buyer and City each irrevocably consent to service, jurisdiction,
and venue of such courts for any such litigation, and waive any other venue to which such party
OAK JI4820 -1878 -0689 v8
might be entitled by virtue of domicile, habitual residence or otherwise. The provisions of this
Section shall survive the Close of Escrow and the expiration or termination of this Agreement.
19.8 Provisions Not Merged With Deeds. None of the provisions, terms,
representations, warranties and covenants of this Agreement are intended to or shall be merged
by the Grant Deed, and neither the Grant Deed nor any other document shall affect or impair the
provisions, terms, representations, warranties and covenants contained herein. Without limiting
the generality of the foregoing all provisions of this Agreement that expressly state that they
shall survive the Close of Escrow and the expiration or termination of this Agreement, shall do
so.
19.9 Captions; Construction. The section headings used herein are solely for
convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this
Agreement is the product of negotiation and compromise on the part of both Parties, and the
Parties agree, that since both Parties have participated in the negotiation and drafting of this
Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as if both Parties had prepared it.
19.10 Action or Approval. Where action and /or approval by City is required under this
Agreement, the City Manager may act on and /or approve such matter unless the City Manager
determines in his or her discretion that such action or approval requires referral to the City
Council for consideration.
19.11 Entire Agreement. This Agreement, including Exhibits A through 1 C attached
hereto and incorporated herein by this reference, contains the entire agreement of the Parties with
respect to the subject matter hereof, and supersedes all prior written or oral agreements,
understandings, representations or statements between the Parties with respect to the subject
matter hereof.
19.12 No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall
confer upon any person, other than the Parties and their respective successors and assigns, any
rights or remedies hereunder.
19.13 Parties Not Co- Venturers. Nothing in this Agreement is intended to or shall
establish the Parties as partners, co- venturers, or principal and agent with one another.
19.14 Non - Liability _ of Officials, Employees and Agents. No member, official,
employee or agent of City shall be personally liable to Buyer or its successors in interest in the
event of any default or breach by City or for any amount which may become due to Buyer or its
successors in interest pursuant to this Agreement. In addition, notwithstanding Section 1 of this
Agreement, no member, official, employee or agent of City shall be personally liable to Buyer or
its successors in interest in the event of any default or breach by City or for any amount which
may become due to Buyer or its successors in interest pursuant to the Original Option
Agreement or the Option Agreement Amendment. This Section shall survive the Close of
Escrow and the expiration or termination of this Agreement.
10
OAK HKI920 -1878 -0689 v8
19.15 Time of the Essence, Time for Performance. Time is of the essence for each
condition, term, obligation and provision of this Agreement. When the time for performance of
any obligation under this Agreement is to be measured from another event, such time period
shall include the day of the other event. If the day of the time for performance is not a regular
business day, then the time for such performance shall be by the regular business day following
such day.
19.16 Escrow Cancellation Charges. If the escrow fails to close by reason of a default
by Buyer or City hereunder, such defaulting party shall pay all escrow or other Title Company
charges. If the escrow fails to close for any reason other than default by Buyer or City, then
Buyer and City shall each pay one -half of such charges.
19.17 Further _Assurances. The Parties each agree to execute, acknowledge and deliver
to the other such other documents and instruments, and to undertake such other actions, as either
shall reasonably request as may be necessary to carry out the intent of this Agreement.
19.18 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
SIGNATURES ON FOLLOWING PAGE(S)
OAK 14820- 1878 -0689 v8
IN WITNESS WHEREOF, the duly authorized representatives of the City and Buyer
have executed this Agreement as of the date first written above.
CITY:
BUYER:
CITY OF ROHNERT PARK, a municipal REDWOOD EQUITIES INVESTMENTS,
corporation LLC, a California limited liability company
By: By.
Print Name: Print Name:41'�f`
Title:
Approved as to form:
an
City Attorney
12
OAK 114820 -1878 -0689 v8
Exhibit A
PROPERTY
The land situated in the State of California, County of Sonoma, City of Rohnert Park and
described as follows:
Parcel One:
Lot 2, as shown upon that certain Parcel Map entitled "Parcel Map No. 180 ", filed for record December
11, 2009 in Book 736 of Maps, at Pages 30,31 and 32 Sonoma County Records.
Excepting therefrom that portion conveyed to Cotati - Rohnert Park Unified School District, a public
entity by Lot Line Adjustment Grant Deed executed by City of Rohnert Park, a municipal corporation
recorded April 3, 2013 as Instrument 2013 34302 of Official Records.
Also Excepting therefrom that portion conveyed to Rural California Broadcasting Corporation, a
California non - profit public benefit corporation by Lot Line Adjustment Grant Deed executed by the City
of Rohnert Park, a municipal corporation recorded April 3, 2013 as Instrument 2013 34303 of Official
Records.
APN No. 143- 040 -125 portion
Parcel Two:
Lot 3, as shown upon that certain Parcel Map entitled "Parcel Map No. 180 ", filed for record December
11, 2009 in Book 736, at Pages 30, 31 and 32 Sonoma County Records.
Excepting therefrom that portion conveyed to the City of Rohnert Park, a municipal corporation by
Lot Line Adjustment Grant Deed executed by the City of Rohnert Park and recorded April 3, 2013 as
Instrument 2013 34301 of Official Records.
APN No. 143 -040 -126 portion
Parcel Three:
Lot 4, as shown upon that certain Parcel Map entitled "Parcel Map No. 180 ", filed for record December
11, 2009 in Book 736, at Pages 30, 31 and 32 Sonoma County Records.
APN No. 143- 040 -127
Parcel Four
Lying within the State of California, County of Sonoma, City of Rohnert Park and being a portion of
the lands of Cotati - Rohnert Park Unified School District as described by Deed recorded under
Document Number 1988 - 070085 Official Records of Sonoma County, said portion being described
as follows:
BEGINNING at the northwest corner of said lands of Cotati - Rohnert Park Unified School District, said
corner also being the southwest corner of Lot 2 as shown on Parcel Map No. 180 filed in Book 736 of
Maps, Pages 30 through 32, Sonoma County Records; thence along the common line of said lands of
Cotati - Rohnert Park Unified School District and Lot 2, North 89 °43' 10" East 28.88 feet; thence leaving
said common line, South 00 °16'50" East 20.00 feet; thence parallel with said common line, South
89 °43' 10" West 26.11 feet to the easterly right of way line of Labath Avenue; thence along a non-
13
oAh #4820 - 1878 -0689 v8
tangent curve concave southwesterly of which the radius point bears South 64° 13 '28" West with a
radius of 280.00 feet; through a central angle of 01 °17'17 ", for an arc length of 6.29 feet to the point of
intersection with the westerly line said lands of Cotati - Rohnert Park Unified School District; thence
leaving said easterly right of way line, along said westerly line, North 00 °16'50" West 14.35 feet to the
POINT OF BEGINNING.
APN No. 143 - 040 -082 Portion
APN: 143 - 040 -125, 126 & 127
14
OAK M20 -1878 -0689 v8
Exhibit A -1
LOT -LINE ADJUSTMENT — LOT 3
(Attach drawing.)
15
OAK 114820-1878 -0689 v8
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LOT -LINE ADJUSTMENT PLAT — LOT 2
(Attach drawing.)
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Exhibit B
REIMBURSEMENT AGREEMENT
(Attach agreement.)
17
OAK 11,1820 -1878 -0689 v8
REIMBURSEMENT AGREEMENT
This Reimbursement (this "Agreement ") is entered into effective as of DM2
2013 ( "Effective Date ") by and between the City of Rohnert Park, a California municipal
corporation ( "City ") and Redwood Equities Investments, LLC, a California limited liability
company ( "Redwood "). City and Redwood are referred to herein individually as a "Party" and
collectively as the "Parties."
RECITALS
A. City is the owner of approximately 16.49 acres of real property located west of
U.S. Highway 101 and north of the Rohnert Park Expressway in the Stadium Lands Master Plan
Area of the City (the "Property "). The Property consists of Lots 2, 3, and 4 and adjoining
streets, as shown on Parcel Map 180, recorded on December 11, 2009, in Book 736 of Maps,
pages 30 -32, in the Official Records of Sonoma County.
B. Pursuant to that certain Purchase and Sale / Closing Agreement dated as of the
date hereof and executed by and between City and Redwood (the "Closing Agreement "), City
will sell to Redwood, and Redwood will purchase from City, the Property, as modified by three
(3) lot -line adjustments as more particularly described in the Closing Agreement.
C. Prior to the Effective Date, Redwood prepared or caused to be prepared, at
Redwood's expense: (i) a Master Plan for the Property and adjacent lands (the "Master Plan ")
which, among other issues, addresses existing and proposed land uses, a circulation plan,
infrastructure needs, and parking requirements; and (ii) an Environmental Impact Report (EIR)
for the Master Plan (the "Master Plan EIR "). The Parties agree that the cost of preparation for
the Master Plan and the Master Plan EIR equals the sum of Two Hundred Sixteen Thousand, Six
Hundred Forty Dollars ($216,640).
D. Pursuant to the Closing Agreement, Redwood will purchase 16.49 acres of the
land located within the 31.75 acre area covered by the Master Plan (the "Master Plan Area ")
which equals 52% of the Master Plan Area. The remaining property within the Master Plan Area
constitutes 48% of the Master Plan Area or approximately 15.24 acres, and the proportional
share of the Master Plan and Master Plan EIR preparation cost attributable to the other property
in the Master Plan Area is 48% times $216,640 or the sum of $103,987 (the "Reimbursable
Cost ").
E. As a condition to closing for the sale of the Property to Redwood pursuant to the
Closing Agreement, the Parties agreed to enter into a reimbursement agreement that would
require the City to collect from each owner of property located within the Master Plan Area other
than the Property ( "Master Plan Owners ") such owner's respective pro rata share of the
Reimbursable Cost and to remit to Redwood any such payment City receives.
OAK #4819- 4885 -0451 v2 1
EXHIBIT B
AGREEMENT
1. Incorporation of Recitals. The Parties acknowledge the truth of the foregoing
Recitals which by this reference are incorporated into this Agreement.
2. Collection of Pro Rata Share of Reimbursable Cost. City will require each Master
Plan Owner to pay a pro rata share of the Reimbursable Cost at the time such owner obtains a
building permit applicable to such owner's property. As of the Effective Date of this Agreement,
the Master Plan Area includes the Property and one additional parcel — APN 143 - 140 -124;
therefore, the owner of such parcel would be responsible for the entire Reimbursable Cost,
provided however, if such .parcel is subdivided, the Reimbursable Cost will be pro -rated among
the owners of the resultant parcels. The City shall comply with all applicable laws, regulations
and City policies in connection with the adoption and imposition of any amount, fee or condition
of approval required or related to satisfying the provisions of this Paragraph. Each Master Plan
Owner's pro rata share shall be calculated by dividing the acreage of such owner's property
located within the Master Plan Area by 15.24 acres and multiplying by $103,987. The Property
is excluded from the reimbursement requirement since Redwood previously advanced the cost of
the Master Plan and the Master Plan EIR. Exhibit 1 attached hereto and incorporated herein by
reference includes a depiction of the Master Plan Area and identifies by Assessor's Parcel
Number a complete list of the properties that are located within the Master Plan Area.
3. Limitation on City's Payment Obligation. The Parties agree that City's obligation
to make payments to Redwood pursuant to this Reimbursement Agreement shall be limited to the
amounts City actually receives from the Master Plan Owners as reimbursement for the cost of
preparation of the Master Plan and the Master Plan EIR.
4. Effectiveness Contingent Upon Sale of Property. This Agreement shall not
become effective unless and until Redwood or any assignee of Redwood permitted pursuant to
the Closing Agreement purchases the Property from City pursuant to the Closing Agreement. If
Redwood or its permitted assignee does not acquire the Property pursuant to the Closing
Agreement, this Agreement shall be null and void and of no further effect.
5. Miscellaneous.
5.1 Notices. All notices to be sent pursuant to this Agreement shall be made in
writing, and sent to the Parties at their respective addresses specified below or to such other
address as a Party may designate by written notice delivered to the other parties in accordance
with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice
is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which
case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii)
nationally recognized overnight courier, with charges prepaid or charged to the sender's account,
in which case notice is effective on delivery if delivery is confirmed by the delivery service; or
(iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal,
provided that (a) a duplicate copy of the notice is promptly delivered by first -class or certified
mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate
OAK #4819 - 4885 -0451 v2
transmission thereof. Any notice given by facsimile shall be considered to have been received
on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day.
City:
City of Rohnert Park
130 Avram Ave.
Rohnert Park, CA 94928
Attention: 0 O e
Facsimile, } 9qNax o
Redwood:
Redwood Equities Investments, LLC
707 2nd Street, Suite 300
Santa Rosa, CA 95401
Attention: �vtiv, s �v,+ •f
Facsimile:
5.2 Amendment; Waiver. No waiver of any breach of any covenant or provision of
this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no
waiver shall be valid unless in writing and executed by the waiving party. This Agreement may
be amended or modified only by a written instrument executed by the Parties.
5.3 Severability. If any term, provision, condition or covenant of this Agreement or
its application to any party or circumstances shall be held by a court of competent jurisdiction, to
any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the
term, provision, condition or covenant to persons or circumstances other than those as to whom
or which it is held invalid or unenforceable, shall not be affected, and shall be valid and
enforceable to the fullest extent permitted by law unless the rights and obligations of the Parties
have been materially altered or abridged thereby.
5.4 Governing Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to principles of conflicts of
law. Any action to enforce or interpret this Agreement shall be filed and litigated exclusively in
the Superior Court of Sonoma County, California or in the Federal District Court for the
Northern District of California. Redwood and City each irrevocably consent to service,
jurisdiction, and venue of such courts for any such litigation, and waive any other venue to which
such party might be entitled by virtue of domicile, habitual residence or otherwise.
5.5 Captions, Construction. The section headings used herein are solely for
convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this
Agreement is the product of negotiation and compromise on the part of both Parties, and the
Parties agree, that since both Parties have participated in the negotiation and drafting of this
Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as if both Parties had prepared it.
OAK #4819 - 4885 -0451 v2
5.6 Entire Agreement. This Agreement contains the entire agreement of the Parties
with respect to the subject matter hereof, and supersedes all prior written or oral agreements,
understandings, representations or statements between the Parties with respect to the subject
matter hereof.
5.7 No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall
confer upon any person, other than the Parties and their respective successors and assigns, any
rights or remedies hereunder.
5.8 Parties Not Co- Venturers. Nothing in this Agreement is intended to or shall
establish the Parties as partners, co- venturers, or principal and agent with one another.
5.9 Non - Liability of Officials, Employees and Agents. No member, official,
employee or agent of City shall be personally liable to Redwood or its successors in interest in
the event of any default or breach by City or for any amount which may become due to Redwood
or its successors in interest pursuant to this Agreement.
5.10 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
SIGNATURES ONFOLL0WING PAGE(S).
OAK #4819- 4885 -0451 v2 4
IN WITNESS WHEREOF, the duly authorized representatives of the City and Redwood
have executed this Agreement as of the date first written above.
CITY:
CITY OF ROHNERT PARK, A MUNICIPAL
CORPORATION
By:
Print Name:
Title:
Attest:
By:
Approved as to form:
By:
City Attorney
I a 1
REDWOOD EQUITIES INVESTMENTS,
LLC, A CALIFORNIA LIMITED LIABILITY
COMPANY
Print Name:
Title: �� ►� E G .
OAK #4819- 4885 -0451 v2 5
Exhibit 1
PARCELS WITHIN MASTER PLAN AREA
(Attach diagram. See Section 2.)
As of May 1, 2013, the following parcels are located within the Master Plan Area:
APN 143- 040 -124
APN 143- 040 -125
APN 143- 040 -126
APN 143 - 040 -127
The "Property" (as defined in the Agreement to which this Exhibit is incorporated) consists of
APNs 143 - 040 -125, 143 - 040 -126 and 143- 040 -127.
OAK #4819- 4885 -0451 v2
Exhibit 1
DIAGRAM OF PARCELS INCLUDED IN REIMBURSEMENT AGREEMENT
Assessor's Parcel Numbers as of April 2013; 143- 040 -124, 143- 040 -125, 143- 040 -126, 143 -040-
127
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OAK #4819 - 4885 -0451 v1
PUBLIGiINSTITUTIONAL
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Exhibit C
PROPERTY LOCATED WITHIN MASTER PLAN AREA
(Attach diagram. See Section 5 above.)
18
OAK 114820 - 1379 -0699 v9
Exhibit C
DIAGRAM OF PARCELS INCLUDED IN REIMBURSEMENT AGREEMENT
Assessor's Parcel Numbers as of April 2013; 143 - 040 -124, 143- 040 -125, 143- 040 -126, 143 -040-
127. The Property as defined in the Agreement to which this Exhibit is incorporated consists of
APNs 143 - 040 -125, 143- 040 -126 and 143- 040 -127.
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OAK #4819- 4885 -0451 v1
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