2005/11/08 City Council Resolution (6)RESOLUTION NO. 2005 - 331
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
Approving the Sale of
ASSESSOR PARCEL NO. 045- 041 -018
BE IT RESOLVED by the City Council of the City of Rohnert Park that that certain Assessor
Parcel No. 045- 041 -018 of approximately 18.21 Acres of City -owned Surplus Property, Vacant
and Zoned DA (Diverse Agricultural) Identified as Located immediately North of the Rohnert
Park City Limits, South of Horn Avenue, West of Heather Lane and Hermosa Court, and East of
the Banks of the Bellevue Wilfred Flood Control Channel is hereby approved for sale.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to
execute same for and on behalf of the City of Rohnert Park.
DULY AND REGULARLY ADOPTED this 8'" day of November, 2005
CITY OF ROHNERT PARK
Ma r
ATTEST:
City Clerk j ° U jig
NExr
BREEZE: AYE FLORES: AYE SMITH: AYE VIDAK- MARTINEZ: AYE MACKENZIE: AYE
AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0)
Council:
Miscellaneous
LAND PURCHASE AGREEMENT
0
DEFINITIONS
BROKER includes cooperating brokers and all sales persons. DAYS means calendar days, midnight to m
specified. BUSINESS DAY excludes Saturdays, Sundays and legal holidays- DATE OF ACCEPTANCE meal
A3/0-,
the offer or the Buyer accepts the counteroffer. DELIVERED means personally delivered, transmitted by
nationally recognized overnight courier, or by first class mail, postage prepaid. In the event of mailing, inc uucument wnl oe
deemed delivered three (3) business days after deposit; in the event of overnight courier, one (1) business day after deposit; and if
by facsimile, at time of transmission provided that a transmission report is generated and retained by the sender reflecting the
accurate transmission of the document. Unless otherwise provided in this Agreement or by law, delivery to the agent will consti-
tute delivery to the principal. DATE OF CLOSING means the date title is transferred. TERMINATING THE AGREEMENT means that
both parties are relieved of their obligations and all deposits will be returned to Buyer. PROPERTY means the real property and any
personal property included in the sale.
GENCY RELATIONSHIP CONFIRMATION. The following agency relationship is hereby confirmed for this transaction and supersedes any
iior agency election:
LISTING AGENT: _ _ NONE is the agent of (check one):
(Print Firm Name)
the Seller exclusively; or ❑ both the Buyer and the Seller.
SELLING AGENT: NONE _ (if not the same as the Listing Agent) is the agent of (check one):
(Print Firm Name)
❑ the Buyer exclusively; or [_I the Seller exclusively; or ❑ both the Buyer and the Seller.
'ote: This confirmation DOES NOT take the place of the AGENCY DISCLOSURE form (P.P. Form 110.42 CAL) required by law
HARLIE TRABOULSI. HORN MITIGATION BANK
areinafter designated as BUYER, offers to purchase the real property situated in ROHNERT PARK
ounty of SONOMA_ California, consisting of approximately _ 18.21 X acres, ',sq. ft. com
lonly known as _ ROHNERT PARK LAND, APN 045-041-018,18.21 ACRES
OR THE PURCHASE PRICE OF $ 1 000.000.00 (ONE MILLION ---- - - - - -- 001100---------------- - - - - -- _
_ doltarsJ d conditions: on the following terms an
-- 11A6
FINANCING TERMS.
A. $ 1.0 OOQ00 DEPOSIT evidenced by Xcheck, or [1 other: _
held uncashed until acceptance and not later than three (3) business days thereafter deposited toward
the purchase price with
B. $ _. 90,000.00 ADDITIONAL CASH DEPOSIT lobe placed in escrow X within 30 days after acceptance, F_ upon
removal of all conditions.
C. $ 900.000.00 BALANCE OF CASH PAYMENT needed to close, not including closing costs.
D. $ _ BONDS OR ASSESSMENTS of record if assumed by buyer.
E. $ OTHER FINANCING TERMS:
H.$_ 1,000,000.00 TOTAL PURCHASE PRICE (not including closing costs).
EXAMINATION OF TITLE. In addition to any encumbrances assumed or taken "subject to," Seller will convey title to the property subject
only to: 111 real estate taxes not yet due; and 121 covenants, conditions, restrictions, rights of way and easements of record, if any.
Within three (3) days after acceptance, Buyer will order a Preliminary Title Report and copies of CC &Rs and other documents of
record if applicable_ Within five (5) days after receipt, Buyer will report to Seller in writing any valid objections to title contained in such
report (other than monetary liens to be paid upon close of escrow). If Buyer objects to any exceptions to the title, Seller will use due
diligence to remove such exceptions at his or her own expense before close of escrow. If such exceptions cannot be removed before close
of escrow, this Agreement will terminate, unless Buyer elects to purchase the property subject to such exceptions. If Seller concludes he
or she is in good faith unable to remove such objections, Set ler will so notify Buyer within ten (10) days after receipt of said objections - In
that event Buyer may terminate this Agreement.
OPTIONAL CONDITIONS. Provisions 3 -A through 3 -G, if initialed below by Buyer, are included in this Agreement:
[) A. SOIL TESTS. Upon acceptance of this Agreement, Buyer will have the right to go on the property to conduct soil tests,
including percolation tests, to ascertain whether the property is suitable for the improvements which Buyer proposes to make.
All expenses of such tests will be borne by the ❑ Buyer, ❑ Seller. Buyer will be responsible for the repair and restoration of
any damage to the property which may be caused by such tests. If in the reasonable opinion of the soils engineer, employed
by Buyer, the property is not suitable for the proposed develop ment, Buyer may terminate this Agreement. Buyer will approve
or disapprove the results of the tests in writing within days of acceptance.
uyer i t I ) and Seller t 1 I 1 have read this page.
AUTION: The copyright laws of the United States forbid the unauthorized reproduction of this form by any means including scanning or computerized formats.
age 1 of 5
ORM 101 -LA.1 CAL (01 -2005) COPYRIGHT BY PROFESSIONAL PUBLISHING, NOVATO, CA N PROF SSIO AL
orm generated by: True Forms" from REVEAL (2)SYSTEMS, Inc. 800- 499 -9612
'ropertyAddress: _ ROHNERT PARK LAND APN 045-041-018,18.21 ACRES
DEFAULT - LIQUIDATED DAMAGES.
A. If the escrow does not close on or before the date set forth in Item 13, or a later closing date mutually agreed to
by the Seller and Buyer, within 15 days after closing date set forth in Item 13, or the extended closing date
mutually agreed to by Seller and Buyer, Seller will, except as provided in (B) below, order all of the moneys
remitted by Buyer under the terms of this contract to be refunded to Buyer.
B. If Buyer fails to complete the purchase of the property because of a default by Buyer, Seller may pursue any
remedy in law or equity that it may have against Buyer on account of the default; provided, however, that by
placing their initials here, Buyer f t�� ^ j [ j and Seller f ] [ j agree that:
I. $ 100,000.00 an amount not to exceed the money deposited by Buyer under this contract will constitute
liquidated damages payable to Seller if Buyer fails to complete the purchase of the property because of a
default by Buyer.
2. The payment of such liquidated damages to Seller will constitute the exclusive remedy of Seller on account
of any default by Buyer.
3. Liquidated damages will be payable to Seller out of Buyer's deposits toward purchase of the property
according to the following procedures:
a. The Seller will give written notice ('Seller's notice and demand'), in the manner prescribed by §116.340
of the Code of Civil Procedure for service in a small claims action, to escrow holder and to Buyer that
Buyer is in default under this Agreement and that Seller is demanding that the escrow holder remit the
aforesaid amount from the deposits to Seller as liquidated damages unless, within twenty (20) days,
Buyer gives the escrow holder Buyer's written objection to disbursement of said deposits as liquidated
damages ('Buyer's objection').
b. Buyer will have a period of 20 days from the date of receipt of Seller's notice and demand in which to
give the escrow holder Buyer's objection.
c. If Buyer fails to give the escrow holder Buyer's objection within 20 days from the date of receipt of
Seller's notice and demand: (a) escrow holder will promptly remit the amount demanded to Seller; and
(b) Seller is released from any obligation to sell the property to Buyer.
d. If Buyer gives escrow holder Buyer's objection within 20 days from the date of receipt of Seller's notice
and demand, then the determination as to whether Seller is entitled to the disbursement of the deposits
as liquidated damages, and every other cause of action that has arisen between Buyer and Seller under
this Agreement, will be settled by arbitration in accordance with the provisions of Item 10, ARBITRATION
OF DISPUTES, provided that both the Buyer and Seiler have initialed the "agree" space in said provision.
If the arbitration clause is not initialed by both parties, any dispute will be resolved by mediation or
appropriate court action.
D. ARBITRATION OF DISPUTES. Any dispute or claim in law or equity between Buyer and Seller arising out of this Agreement will
be decided by neutral binding arbitration in accordance with the Commercial Rules of the American Arbitration Association,
subject to the following:
(a) The parties will have the right to discovery in accordance with Code of Civil Procedure §1283.05;
(b) Any fee to initiate the arbitration will be paid by the Seller, provided that the arbitration costs and fees, including any
initiation fee, ultimately will be borne as determined by the arbitrator;
(c) The venue of the arbitration proceeding will be in the county in which the property is located unless the parties agree to a
different location;
(d) The arbitrator will be appointed within 60 days of the administrator's receipt of a written request to arbitrate the dispute. In
selecting the arbitrator, the provisions of Section 1297.121 of the Code of Civil Procedure will apply;
(e) The arbitrator may be challenged for any of the grounds listed therein or in Section 1297.124;
(f) The arbitrator will be authorized to provide all recognized remedies available in law or equity for any cause of action that is
the basis of the arbitration.
(g) A judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
The parties agree that the following procedure will govern the making of the award by the arbitrator: (i) a Tentative Award will be made.
y the arbitrator within thirty (30) days following submission of the matter to the arbitrator; (ii) the Tentative Award will explain the factual
,id legal basis for the arbitrator's decision as to each of the principal controverted issues; (iii) the Tentative Award will be in writing unless
ie parties agree otherwise; provided, however, that if the hearing is concluded within one (1) day, the Tentative Award may be made orally at
ie hearing in the presence of the parties. Within 15 days after the Tentative Award has been served or announced, any party may serve
bjections to the Tentative Award. Upon objections being timely served, the arbitrator may call for additional evidence, oral or written
,gument, or both. If no objections are filed, the Tentative Award will become final without further action by the parties or arbitrator. Within
iirty (30) days after the filing of objections, the arbitrator will either make the Tentative Award final or modify or correct the Tentative Award,
hich will then become final as modified or corrected.
uyer (' _j I ] and Seller I ] I ] have read this page.
4UTION: The copyright laws of the United States forbid the unauthorized reproduction of this form by any means including scanning or computerized formats.
age 3 of 5 PROFESSIONAL
ORM 101 -1A.3 CAL (01 -2005) COPYRIGHT BY PROFESSIONAL PUBLISHING, NOVATO, CA IN PUBLISHING
rm generated by: True Forms" from REVEAL (?J SYSTEMS, Inc- 800- 499 -9612
Property Address: _ ROHNERT PARK LAND. APN 045_041- 018, 18.21 ACRES
3oth parties acknowledge that they have not relied on any statements of the real estate Agent or Broker which are not expressed in
;his Agreement.
'_IMITATION OF AGENCY: A real estate broker or agent is qualified to advise on real estate. If you have any questions concerning the
egal sufficiency, legal effect, insurance, or tax consequences of this document or the related transactions, consult with your
attorney, accountant or insurance advisor.
rhe undersigned Buyer acknowledges that he or she has thoroughly read and approved each of the provisions of this offer and
agrees to purchase the property for the price and on the terms and conditions specified. Buyer acknowledges receipt of a copy of
his Offer.
3uyer / / Date
CHAROSTRABOULSI, HORN MITIGATION
3uyer
address
Date
ACCEPTANCE
Time
Time
>eller accepts the foregoing Offer and agrees to sell the property for the price and on the terms and conditions specified.
IOTICE: The amount or rate of real estate commissions is not fixed by law. They are set by each Broker individually and may be
legotiable between the Seller and Broker.
COMMISSION. Seller agrees to pay in cash the following real estate commission for services rendered, which commission Seller
hereby irrevocably assigns to Broker(s) from escrow:
of the accepted price, or $ to the listing Broker: NONE and
of the accepted price, or $ , to the selling Broker: NONE
without regard to the agency relationship- Escrow instructions with respect to commissions may not be amended or revoked withoufthe
written consent of the Broker(s).
If Seller receives liquidated or other damages upon default by Buyer, Seller agrees to pay Broker(s) the lesser of the amount provided
for above or one half of the damages after deducting any costs of collection, including reasonable attorney fees_
Commission will also be payable upon any default by Seller, or the mutual rescission by Buyer and Seller without the written consent
of the Broker(s), which prevents completion of the purchase- This Agreement will not limit the rights of Broker and Seller provided for in
any existing listing agreement.
In any action for commission the prevailing party will be entitled to reasonable attorney fees whether or not the action is brought to
trial or final judgment.
2. PROVISIONS TO BE INITIALED. The following items must be "agreed to" by both parties to be binding on either party. In the event of
disagreement, Seller should make a counter offer.
Item 8. MEDIATION OF DISPUTES Item 9. LIQUIDATED DAMAGES Item 10. ARBITRATION OF DISPUTES
,eller acknowledges receipt of a copy of this Agreement. Authorization is hereby given the Broker(s) in this transaction to deliver a
igned copy to Buyer and to disclose the terms of purchase to members of a Multiple Listing Service, Board or Association of
;EALTORS® at close of escrow.
IF CHECKED ❑ ACCEPTANCE IS SUBJECT TO ATTACHED COUNTER OFFER DATED
eller
ate
ddress
(Signature)
CITY OF ROHNERT PARK _
(Please Print Name)
Time
Seller
(Signature)
(Please Print Name)
Date Time
F
AUTION: The copyright laws of the United States forbid the unauthorized reproduction of this form by any means including scanning or computerized formats-
age 5 of 5 PROFESSIONAL
DRM 101 -LA.5 CAL (01 -2005) COPYRIGHT BY PROFESSIONAL PUBLISHING, NOVATO, CA Pd PUBLISHING
,rmgeneratedby: TmeForms"' from REVEALZSYSTEMS,Inc -800- 499 -9612
FIRST ADDENDUM TO
LAND PURCHASE AGREEMENT
This First Addendum to that Land Purchase Agreement ( "Addendum ") is made as
of ' 2005 by and between the City of Rohnert Park as "Seller" and
Charlie Traboulsi dba Horn Mitigation Bank as "Buyer."
RECITALS
A. Seller and Buyer desire to revise and add to the terms and conditions of that
certain Land Purchase Agreement ( "Purchase Agreement ") containing Buyer's
offer to purchase the property commonly known as APN 045 -041 -018, 18.21
acres, located in the City of Rohnert Park, County of Sonoma ( "Property ") on the
terms and conditions set forth therein, as amended by this Addendum.
B. This Addendum forms part of the Purchase Agreement; this Addendum and the
Purchase Agreement are collectively referred to as the "Agreement".
C. All capitalized terms not defined herein shall have the meanings ascribed in the
Purchase Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Purchase Agreement Section 5, Evidence of Title. The last sentence of Section 5
is hereby amended to read as follows: "In the event a lender requires an ALTA lender's
policy of title insurance, Buyer will pay the premium."
2. Purchase Agreement Section 8, Mediation of Disputes. Section 8 is hereby
deleted in its entirety.
3. Purchase Agreement Section 9, Default -- Liquidated Damages. The text of
Section 9 is hereby deleted in its entirety and replaced with the following: "If the escrow
does not close on or before the date set forth in Item 13 ( "Closing Date ") or if Buyer fails
to complete the purchase of the Property because of a default by Buyer, Seller shall be
entitled to One Hundred Thousand Dollars ($100,000) ( "Full Deposit ") as liquidated
damages. BUYER ACKNOWLEDGES THAT IF THE ESCROW DOES NOT CLOSE
ON OR BEFORE THE CLOSING DATE OR IF BUYER FAILS TO COMPLETE THE
PURCHASE OF THE PROPERTY BECAUSE OF A DEFAULT BY BUYER, IT
WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE
EXTENT OF THE DETRIMENT TO SELLER. THE PARTIES HAVE DETERMINED
AND AGREED THAT THE ACTUAL AMOUNT OF DAMAGES THAT WOULD BE
SUFFERED BY SELLER AS A RESULT OF ANY SUCH DEFAULT IS DIFFICULT
OR IMPRACTICABLE TO DETERMINE AS OF THE DATE OF THIS AGREEMENT
AND THAT THE AMOUNT OF THE FULL DEPOSIT IS A REASONABLE
ESTIMATE OF THE AMOUNT OF SUCH DAMAGES. FOR THESE REASONS,
866440v1 80078/0042 - I -
Message
Regards,
Susanne
80078. (General Real Estate; Traboulsi)
---------------------------------------------
Susanne Meyer Brown
McDonough Holland & Allen Pc
1901 Harrison Street 9th Floor
Oakland, CA 94612
510.273.8780 tel
510.839.9104 fax
800.339.3030 toll free
www.mhalaw.com
sbrown@mhalaw.com
Mondays through Thursdays
10/20/2005
Page 3 of 3
RECEIVED
AUG 12 2005
CITY OF ROHNERT PARK
CERTIFICATION OF PUBLICATION IN
"The Community VOICE"
(Published every Friday)
in the
SUPERIOR COURT
of the
STATE OF CALIFORNIA
In and For the County of Sonoma
COUNTY OF SONOMA
Public Notice
STATE OF CALIFORNIA, The undersigned does hereby cc
hereinafter sworn, deposes and says: That at all times
citizen of the United States, over the age of eighteen years
was at all said times the principal clerk of the printer
VOICE, a newspaper of general circulation, published in
County of Sonoma, State of California; that The Communii
herein mentioned, a newspaper of general circulation as
6000 of the Government Code; its status as such newspal
been established by Court Decree No. 35815 of the Superic
in and for the County of Sonoma, Department No_ 1 thereof
6000, is published for the dissemination of local and tele
general character, having a bona fide subscription list c
devoted to the interest, or published for the entertainme
class, profession, trade, calling, race or denomination
instruction of such classes, professions, trades, callings,
all said times said newspaper has been established an,
Rohnert Park, in said County and State at regular in
preceding the first publication of this notice herein ment
type not smaller than non- pareil and was preceded with
no smaller than non- pareil, describing and exprf
075171purport and character of the notice intended to be
of which the annexed is a printed copy, was published
consecutive times —__, commencing on the —5— day of A
day of August__, 2005.
I HEREBY CERTIFY AND DECLARE UNDER THE PENALTY
true and correct.
EXECUTED his _5 day of August 2005 at Rohnert Park,
.S igned
--- - - - - -- -- `^ - -- -- — — - - - - - --
Irene Hilsendaki- Chief Clerk
J