2013/12/10 City Council Resolution 2013-164RESOLUTION NO. 2013 -164
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING AN AMENDMENT TO A PURCHASE AND SALE /CLOSING
AGREEMENT WITH REDWOOD EQUITIES INVESTMENTS, LLC
(APN 143-040-125,126 & 127)
WHEREAS, Redwood Equities Investments, LLC ( "Redwood ") recently purchased
from the City of Rohnert Park ( "City ") certain real property in the Stadium Lands Master Plan
Area of the City pursuant to a Purchase and Sale /Closing Agreement dated as of May 8, 2013,
and executed by and between the City and Redwood (the "Closing Agreement ");
WHEREAS, due to a drafting error, the purchase price for the Property was overstated,
and as a result, Redwood made an overpayment to City in the amount of Twenty -Six Thousand,
Three Hundred Ninety -Five and 20/100 Dollars ($26,395.20) (the "Overpayment "); and
WHEREAS, the City and Redwood propose to correct the foregoing error in accordance
with a proposed Amendment to Purchase and Sale / Closing Agreement ( "Amendment ").
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 Amendment to Purchase and Sale / Closing Agreement; Authoritv of City
Manager. The City Council hereby approves the Amendment in the form attached to the staff
report accompanying this Resolution. The City Council authorizes the City Manager to execute
the Amendment on behalf of the City, in substantially such form, subject to minor modifications
as may be approved by the City Attorney.
Section 3. Other Actions Authorized. The City Manager is hereby authorized and directed to
take all actions reasonably necessary to carry out the intent of this Resolution and the
Amendment, including without limitation, causing reimbursement to be paid to Redwood in the
amount of the Overpayment.
DULY AND REG DOPTED this 10`' day of December, 2013.
19
ATTEST:
tlfo nne Buergler, City "` erk
t achment — Amendment to Contract
CITY OF ROHNERT PARK
Pain Stafford, Mayor
AIIANOTU: BELFORTE: t\-J MACKENZIE: JA" CALLINAN: STAFFORD: M
AYES: (,5 ) NOES: ( cJ ) ABSENT: ( 0 ) ABSTAIN: ( 0 )
Attachment
AMENDMENTTO PURCHASE AND SALE / CLOSING AGREEMENT
This Amendment to Purchase and Sale / Closing Agreement (this "Amendment ") is
entered into effective as of NO
u Oi3
�, ("Effective Date) by and between the City of
ohnert Park, a municipal corporation ( "City ") and Redwood Equities Investments, LLC, a
California limited liability company ( "Buyer "). City and Buyer are collectively referred to
herein as the "Parties." Capitalized terms used but not defined herein shall have the meaning
ascribed to such terms in the Closing Agreement (defined below).
WHEREAS, the Parties entered into that certain Purchase and Sale I Closing
Agreement dated as of May 8, 2013 (the "Closing Agreement ") pursuant to which Buyer has
purchased from City certain real property (as more particularly described in the Closing
Agreement, the "Property "); and
WHEREAS, the Parties desire to amend the Closing Agreement to correct an error in
the Purchase Price for the Property.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows.
Section 3 of the Closing Agreement is hereby amended to read as follows:
3. purchase Price and Credits. The purchase price for the Property (the "Purchase
Price ") shall be the surn of hr ---- -- tilttn� ��.�.�a:�at � _ ��-I— r, r4 -- n•
Fiv+w ThouSan
Th IN
Lek ' h n ix
- 1 ndr d and Sever nd 25r 0 Dollar $3 b05 7 '). The
Purchase Pa °ice reflects the three lot -line adjustments to Lot 2 and Lot 3 as described in
Section �± below and reflects the actual square footage to be conveyed to Buyer as
follows: -
NW Wastewater holding pond parcel (Lot 2, PM no. 1801) = 486,307 sq. ft. — 3120 sq.ft. (2-
LLAs) = 494742--A4B3 187 sq. ft. x 4.23Jsq. ft. = $ o7 74 24 $ $2 p43
NE Wastewater holding pond parcel (Lots 3 & 4, PM no. 180) = 106,430 sq. ft. +
130,681 sq. ft. — 2030 sq. ft.(LLA) = 235,141 sq. ft. x $6.64jsq. ft. = $1,561,336.24
r ME,
..
purchase price Total
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 suns of Five Hundred Thousand Dollars
($500,000) (the "Wastewater Holding Pond Credit ") shall be credited toward the
Purchase Price at Closing to cover Buyer's cost to remediate the wastewater holding
OAK :'4826 - 8498.5109 v 1
ponds located on the Property (the "Wastewater Holding Ponds "), The Parties intend
the provision of the Wastewater Holding .Pond Credit to serve as full satisfaction of any
and alI obligations of City with respect to the Wastewater Holding Ponds, including
without limitation, the provision of credits anticipated to have provided pursuant to
Section 3,15 of the Original Option Agreement.
Taking the Option Payment Credit and the Wastewater Holding
�, Pond Credit into
consideration, the balance of the Purchase Price payable by :Buyer at Closing; is the sum
Of
�,w53�. F�i� H - .lr�.tivente�n?��Sl
} _�1red P1�°c Tho �c$nrl
—�' - 5 1 25' Cit�j has no obligation to make any cash payment with respect to
the Option Payment Credit or tl e Yaste eater Holding Pond Credit -- the sole value of
such credits is as an offset to the I'ur ase Price payable pursuant to this Agreement. If
the Closing does not occur by the Termination Date (defined in Section C below), both
the Option _Payment Credit and the Wastewater Holding Pond 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.
. The Parties acknowledge and agree that as a result of the correction described above, City
owes to Buyer the sum of Twenty -Six Thousand, Three Hundred Ninety -h'ive and 20 /I00 Dollars
($26,395.20) (the "Overpayment"), City shall deliver such sung to Buyer by check, or if Buyer
so elects by delivery of written instruction to City, City shall credit the Overpayment toward sums
payable by Buyer to City in connection with planning application fees.
3. All other provisions of the Closing Agreement shall remain unchanged and in full
force and effect.
4, This Amendment may be executed in counterparts, each of which shall constitute an
original and all of which taken together shall constitute one and the same instrument.
OAK X4826- 8494 -5109 vl 2
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
first written above,
CITY OF ROMTFRT PARK, A MUNICIP11q,
CORPORATION
By:—,--
Print Name:—
Title:
Approved as to form:
By:
City Attorney
OAK 34826-8498-5109 -v I
REDWOOD EQUITIES INVESTMENTS,
LLC, A CALIFORNIA LIMITI'D LIABILITY
' N" Y
By:
Print Name:
Title: