2015/05/26 City Council Resolution 2015-105I•e preparea ancl macle avaliawe to tne PUMC t1f I I
attached to this resolution as "Exhibit
WHEREAS, On September 11, 2014, the Planning Commission • the City of Rohnel
City's disposition • the Property to Buyer pursuant to the terms hereof is consistent with, an]
will facilitate implementation • the City • Rohnert Park General Plan; and 0
WHEREAS, based on the Broker's Opinion of Value, and that the City has received only
one offer at the asking price provided, the offer made is not less than the fair market value at its
highest and best use; and
NOW, THEREFORE, the City Council of the City of Rohnert Park does hereby resolve,
determine, find and order as follows:
Section 6. N21Lr��)val of Deed. The Mayor 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
A reement of Purchase and Sale and Joint Escrow Instructions and to the review And accev
N tance
• the City Attorney.
Section 8. Severability. If any action, subsection, sentence, clause or phrase of 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 that can be
given effect without the invalid provisions.
DULY AND REGULARLY ADOPTED this 26th day of May, 2015.
CITY OF ROHNERT PARK
i
YN
Amy O. Ahanotu, Mayor
ATTEST:
:fa it tic Buergler, City Clerk ..
"I',
Attachments:
Exhibit A: Summary Report
Exhibit B: Agreement of Purchase and Sale and Joint Escrow Instructions Between the City of
Rohnert Park and Anthony Lieu and Oriana Biela -Lieu
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AYES: (14 ) NOES: ( 0 ) ABSENT: ABSTAIN: ( )
EXHIBIT A
SUMMARY REPORT PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTIONS 52201 -52203
FOR AN AGREEMENT TO SELL PROPERTIES AT 6230 STATE FARM DRIVE AND 415 CITY CENTER DRIVE,
ROHNERT PARK, CA 94628
The following Summary Report has been prepared pursuant to California Government Code Sections
52201 - 52203. The report sets forth certain details of the proposed Agreement to Sell a City -owned
commercial building located at 6230 State Farm Drive, Rohnert Park, CA 94928 (APN 143 - 051 -065)
( "Parcel 1 ") and the neighboring vacant lot at 415 City Center Drive, Rohnert Park, CA 94928 (APN 143-
051 -066) ( "Parcel 2 ") (collectively, the "Properties "). The sales agreement is proposed between the
following parties:
1. The City of Rohnert Park ( "City "); and
2. Anthony Lieu, D.D.S. and Oriana Biela -Lieu ( "Buyers ")
INTRODUCTION
The Properties were transferred from the Successor Agency to the Community Development
Commission of Rohnert Park ( "Successor Agency ") to the City on April 14, 2015, pursuant to the
Successor Agency's Long Range Property Management Plan ( "LRPMP "). Rohnert Park's LRPMP was
approved by the California Department of Finance ( "DOF ") on June 19, 2014. It provided that the goal of
the transfer was to create a financial benefit to the City and other taxing entities. To comply with the
LRPMP, the City must sell the property to a private commercial interest.
The City of Rohnert Park is now considering an Agreement of Purchase and Sale and Joint Escrow
Instructions with the Buyers, with the intent of using the property for a professional dental office. Parcel
1 contains a building, which is proposed to be the site of the professional dental office. Parcel 2
comprises a large portion of the parking lot for Parcel 1, as well as vacant land. The Properties are being
sold together as a packaged transaction.
REQUIRED PUBLIC NOTICE AND MEETING
According to Section 52201 -52203 of the Government Code, before any property that is returned to the
City per the LRPMP may be sold for economic development purposes, the sale must first be approved by
the City Council by resolution after a public hearing.
Notice is required to be published in the newspaper for two consecutive weeks prior to the hearing.
This report is required to be made available to the public along with information on the proposed sale
including a summary of:
• The cost of the agreement to the city, including land acquisition costs, clearance costs,
relocation costs, plus the interest on an loans or bonds to finance the agreement;
• The estimated value of the interest to be conveyed determined at the highest and best uses
permitted under the general plan or zoning.
• An analysis of the sales price compared to the estimated value (at the highest and best use). If
the sales price is less, then an explanation of the factor resulting in the difference is required.
• An explanation of why the sale or lease of the property will assist in the creation of economic
opportunity.
NEIGHBORHOOD AND REGIONAL CONTEXT
The subject property is within the central Rohnert Park area with a full range of land use types in the
vicinity including residential apartments, office buildings, commercial shopping centers and recreation
and community facilities. In 2002 the City Council adopted the City Center concept plan which identified
strategies for this area to develop as a mixed use environment. Immediately across the street from the
site are apartments, townhomes and commercial uses. A dental office would be a good fit for this
neighborhood.
The subject property is zoned Mixed Use ( "M -U ") and also within the General Plan's Mixed Use
designation. According to General Plan 2020, the Mixed -Use area is intended to accommodate a variety
of compatible businesses, stores, institutions, service organizations, and residences in a pedestrian
friendly setting. The M -U Zoning District encourages the siting of compatible businesses, stores,
institutions, service organizations, and residences in close proximity to one another so as to create self -
sufficient neighborhoods within the city. The district promotes such neighborhood development in
order to minimize reliance on the automobile, resulting in a reduction in vehicle miles traveled and
traffic congestion. Permitted uses in this District include, but are not limited to, medical and professional
offices, service - oriented commercial enterprises, and restaurants. Other uses that may be permitted
upon approval include, but are not limited to, religious assemblies, entertainment venues, bars,
laboratories, hotels, and other uses.
The intent of planning and zoning efforts undertaken with the City Center areas has been to create
pedestrian- oriented environments that provide access to residents' basic everyday requirements, foster
an active street life, enhance the vitality of local businesses, and provide employment opportunities
close to home for residents of the city. The preferred pattern of development is ground floor
commercial uses, with residential and /or office uses located on the upper floor(s). Special urban design
amenities (pedestrian facilities, landscaping, public spaces, etc.) have been developed within the City
Center area to create recognizable, pedestrian friendly activity centers. On -site parking is generally
required for residential and commercial uses constructed in the City Center area. In the future, parking
for residential and business could be provided within parking structures or off -site parking lots as
development in the area intensifies. Convenient vehicular and pedestrian /bicycle access from
surrounding neighborhoods and transit service is also available in this area and facilities related to
pedestrian, bicycle and transit access are expected to continue to improve over time.
The City is currently developing the Central Rohnert Park, Priority Development Area (PDA) plan which
envision this part of the community as the City Center Subarea - a mixed -use civic center area. Since the
City Center plan was adopted in 2002, development in this area has included the City's Public Safety
building, a library, a community plaza, residential and professional office uses on State Farm Drive, bike
paths along Hinebaugh Creek, and remodels within the existing Padre Town Center shopping center. The
City Center site is not completely built out so some additional development could occur that would
intensify development in this area.
In 2012, ABAG and MTC released the Bay Area Jobs - Housing Connection Strategy (Strategy), part of the
One Bay Area Plan, which presents broad policy -based jobs and housing targets for Bay Area counties,
cities, and PDAs. The Strategy estimates growth within the region and Rohnert Park (including the
Central Rohnert Park PDA). Rohnert Park is expected to experience moderate employment growth
between 2010 and 2040, most of which is anticipated to occur in the two PDAs in the City (Central
Rohnert Park and Sonoma Mountain Village). The figures presented in the Strategy project that there
will be 1,820 more jobs in the Central Rohnert Park PDA in 2040 than in 2010, increasing employment in
the area by 54 %. Employment increases in the PDA will require the use of office and retail space.
ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED OR LEASED DETERMINED AT THE HIGHEST AND
BEST USE OF THE PROPERTY
Based on the growth expected in the central Rohnert Park area over the next few years and decades,
long -term value of properties within the City Center area are expected to be strong. However, the
specific properties that are the subject of this report may have some limitation which may result in a
more suppressed valuation in the near -term.
The properties were purchased by the former Community Development Commission of the City of
Rohnert Park in 2007. The LRPMP indicates a total purchase price of $1,105,357 for Parcel 1 and
$552,674 for Parcel 2, a combined total of $1,658,031.
The subject properties consist of a vacant lot with curbing improvement, and an older, small commercial
building. This building is in disrepair, and will need work to bring it back into operation. The City
commissioned an appraisal of the properties before purchase, and received their valuation reports as of
June 14, 2007. The appraisals were $1,100,000 for Parcel 1 and $550,000 for Parcel 2. At the time of the
appraisal, the market was at or near the height of the economy before the recession. The property
condition of the building on Parcel 1 at the time of the appraisal was listed as average -to -good. The
building was constructed in 1986. However, the condition of the building has deteriorated since the
operations of the veterinary clinic ceased, which has reduced the value.
The City commissioned the City's broker to issue an Opinion of Value for the Properties. As of December
10, 2014, the broker had assigned a value to Parcel 1 of $264,200, while Parcel 2 was assigned the value
of $278,780, based on a valuation of $20 per square foot, as well as considering demolition costs for the
dilapidated building.
The City has negotiated a sales price of $543,000 for the Properties, which is indicative of the economy's
downturn since the last appraisal, and the dilapidated condition of the building. This purchase price is at
fair market value, based upon the broker's Opinion of Value. The fact that the City has only received a
single offer at this asking price is strong evidence that the purchase price is at the higher end of the
market value for these properties.
CREATION OF ECONOMIC OPPORTUNITY AND PUBLIC PURPOSE
The property has been sitting idle for at least the last five years due to the protracted recession and the
dissolution of Redevelopment. The important goals and objectives that are satisfied by the sale of this
property are:
1. Diversification of the City's revenue sources so that it may fund the services the community
expects.
2. Increased employment through additional jobs created as a result of private sector
investment.
3. Enhance and improve the quality of life and promote positive growth in Rohnert Park by
allow for the development of this site for medical offices.
4. Restoration or replacement of a blighted building.
5. Other taxing entities that rely on the Rohnert Park's tax base to support their services and
programs will receive new property tax revenues. Those taxing entities include, but are not
limited to, the Cotati - Rohnert Park Unified School District, the County of Sonoma , the
Sonoma County Library, the Sonoma County Water Agency, the Laguna de Santa Rosa
District, and Santa Rosa Junior College District.
JOB CREATION
The project is expected to create permanent jobs. Once the project is complete, the Buyers are
anticipating both moving their current six full time and two part time positions, as well as adding up to
an additional four full time positions.
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EXHIBIT B
AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS
This Agreement of Purchase and Sale and Joint Escrow Instructions ( "Agreement "),
dated as of _ mm .. -0 2015, ( "Effective Date "), is between the CITY OF ROHNERT
PARK, a California municipal corporation ( "Seller "), and ANTHONY LIEU, D.D.S. and
ORIANA BIELA -LIEU, a California Sole Proprietorship ( "Buyer ").
RECITALS
A. The California state legislature enacted Assembly Bills xl 26 and 1484 (together,
the "Dissolution Act ") to dissolve and unwind the affairs of redevelopment agencies formed
under the Community Redevelopment Law (Health and Safety Code Section 33000 et seq).
B. The Dissolution Act, at Health and Safety Code Section 34176, provides that the
city, county, or city and county that authorized the creation of the redevelopment agency may
elect to be the Successor Agency of the former redevelopment agency.
C. Seller did so elect, by adoption of Resolution No. 2012 -10 on January 10, 2012, to
be the Successor Agency to the Community Development Commission of the City of Rohnert
Park, a separate legal entity, and by Grant Deeds dated March 17, 2015 and recorded on
as Instrument No s... ... -- - »- -- - --
in the records of the Sonoma County Recorder, the Successor Agency to the Community
Development Commission of the City of Rohnert Park transferred to Seller the properties located
at 6230 State Farm Drive, more particularly described on Exhibit A -1, and 415 City Center
Drive, more particularly described and depicted on Exhibit A -2, attached hereto and incorporated
herein by this reference (collectively, the "Property ").
D. Buyer has submitted a proposal to Seller to acquire the Property from Seller, at
fair market value, and Seller desires to so dispose of the Property, with the proceeds of the sale to
be distributed as required pursuant to the Tax Revenue Sharing Agreement prescribed by Health
and Safety Code Section 34191.5(c)(2)(B).
E. On September 11, 2014, the Planning Commission of the City of Rohnert Park
conducted a review pursuant to Government Code Section 65402 and determined that Seller's
disposition of the Property to Buyer pursuant to the terms hereof is consistent with, and will
facilitate implementation of the City of Rohnert Park General Plan.
Council considered �v.,....
2015, the City Council of the City of Rohnert Park ( "City
F. n
") red and by Resolution No, .,.,approved Seller entering into this
Agreement. rr
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AGREEMENT
ARTICLE I
PURCHASE AND SALE OF PROPERTY
Section 1.1. Incorporation of Recitals. Each of the recitals in Paragraphs A
through F, inclusive, set forth above is incorporated herein by this reference.
Section 1.2. Sale. Seller agrees to sell to Buyer, and Buyer agrees to purchase from
Seller, on the terms and conditions set forth herein, the Property together with any and all rights,
privileges and easements appurtenant thereto owned by Seller.
Section 1.3. Purchase Price. The purchase price for the Property is Five Hundred
Forty -Three Thousand Dollars ($543,000.00) ( "Purchase Price "). The Purchase Price shall be
paid to Seller at Closing, as defined in Section 6.2(a), in immediately available funds. The
Purchase Price was determined based on a survey of comparable parcels and an evaluation of
potential uses of the Property. Following Closing, as required by 1- lea'lth and Safety Code
Section 34191.5(c)(2)(B), the net proceeds of the sale will be distributed among the other taxing
entities pursuant to a ratified revenue sharing agreement.
Section 1.4. Good Faith Deposit. Within five (5) days of the Effective Date, Buyer
shall deliver into escrow a good faith deposit in the amount of Ten Thousand Dollars
($ 10,000,00) ("Good Faith Deposit "). The Good Faith Deposit shall serve as security for the
1.aerfo n-iance of'Buyer's obligations under this Agreement and shall be applied towards the
I'ure lase frier. at (.losing, retained by Seller as liquidated dainat es or returned to Buyer, as
provided below. Interest earned on the Good Faith Deposit, it "any, shall bc dee.tned to be a part
of the Good Faith Deposit for all purposes hereunder.
Such Good Faith Deposit shall be increased by Buyer in the amount of Six Thousand
Two Hundred Ninety Dollars ($6,290.00), upon the removal of all conditions. This will result in
a total Good Faith Deposit amount of Sixteen Thousand Two Hundred Ninety Dollars
($16,290.00).
The Good Faith Deposit shall be returned to Buyer upon occurrence of any of the
following: (i) prior to expiration of Buyer's Due Diligence Period and Buyer's acceptance of the
condition of the Property, as set forth in Section 3.3, Buyer elects not to proceed with purchase
of the Property; (ii) prior to Closing, all Buyer's Conditions Precedent to Conveyance, as set
forth in Section 2.1 have not been satisfied or waived by Buyer; or (iii) Seller is in default under
this Agreement following notice and expiration of applicable cure periods.
IN THE EVENT BUYER DEFAULTS IN BUYER'S OBLIGATION TO
PURCHASE THE PROPERTY WITHIN THE TIME AND IN THE MANNER
SPECIFIED IN THIS AGREEMENT, AND SELLER IS READY, WILLING
AND ABLE TO CLOSE THIS TRANSACTION, SELLER SHALL BE
RELEASED FROM ALL OBLIGATIONS AT LAW OR IN EQUITY TO
CONVEY THE PROPERTY TO BUYER. BUYER AND SELLER AGREE
THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO
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ESTIMATE THE AMOUNT OF DAMAGES SUFFERED BY SELLER
BECAUSE OF SUCH DEFAULT; THAT THE GOOD FAITH DEPOSIT
CONSTITUTES A REASONABLE ESTIMATE AND AGREED
STIPULATION OF SUCH DAMAGES; THAT SELLER SHALL RETAIN
SUCH SUM AS LIQUIDATED DAMAGES AS ITS SOLE AND EXCLUSIVE
REMEDY IN THE EVENT OF BUYER'S DEFAULT, WAIVING ANY RIGHT
TO SPECIFIC PERFORMANCE OR ANY OTHER REMEDY AT LAW OR IN
EQUITY. os DS
Seller's Initiats Buyer's Initials
If this Agreement shall not have been theretofore cancelled or terminated, or the Good
Faith Deposit shall not have been returned to Buyer or retained by Seller as liquidated damages,
the Good Faith Deposit shall be credited against the Purchase Price at Closing.
ARTICLE II
CONDITIONS
Section 2.1. Buyer's Conditions Precedent to Conveyance.
Buyer's obligation to purchase the Property is conditioned upon the following:
(a) All of the representations and warranties made by Seller to Buyer pursuant
to this Agreement shall be true and correct in all material respects as of the Closing date, as if
made on such date.
(b) Pursuant to Section 3.3, Buyer shall have completed its due diligence
within the Due Diligence Period and provided written notice to Successor Agency that all aspects
of the Property are acceptable to Buyer.
(c) Seller shall have delivered each of the documents described in Section
6.3(a), prior to the Closing date.
(d) Title Company (as defined in Section 6.1) shall have issued an irrevocable
and unconditional commitment to issue the Title Policy (as defined in Section 4.3) upon
recordation of the Grant Deed (as defined in Section 4.1).
(e) Seller shall not be in material default of any of its obligations under this
Agreement following notice and expiration of any applicable cure period.
(f) Buyer shall have obtained a loan of Four Hundred Twenty Eight Thousand
Dollars ($428,000) upon terms and conditions acceptable to Buyer, as set forth in Section 3.3.
(g) The conveyance to Buyer of good and marketable title to the Property, as
evidenced by a California Land Title Association standard coverage title insurance policy issued
by the Title Company in the full amount of the purchase price., insuring that title to the Property
is vested in Buyer free and clear of all title defects, liens, eneunabrances, conditi(n)tts, covenants,
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restrictions, and other adverse interests of record or known to Seller, subject only to those
exceptions approved by Buyers in writing and the following: a lien for current real property
taxes.
The conditions precedent to conveyance set forth in this Section 2.1 ( "Buyer's
Conditions Precedent to Conveyance ") are solely for the benefit of Buyer and may be waived
only by Buyer. No such waiver shall be binding upon Buyer unless made in writing by an
authorized representative of Buyer.
Section 2.2. Seller's Conditions Precedent to Conveyance.
Seller's obligation to sell the Property is conditioned upon the following;
(a) All of the representations and warranties made by Buyer to Seller pursuant
to this Agreement shall be true and correct in all material respects as of the Closing date, as if
made on such date.
(b) Buyer shall have delivered each of the items described in Section 6.3(b)
prior to the Closing date, and shall have performed all of its obligations under this Agreement in
accordance with the provisions hereof.
(c) Buyer shall not be in material default of any of its obligations under this
Agreement following notice and expiration of any applicable cure period.
The conditions precedent to conveyance set forth in this Section 2.2 ( "Seller's
Conditions Precedent to Conveyance ") are solely for the benefit of Seller and may be waived
only by Seller. No such waiver shall be binding upon Seller unless made in writing by an
authorized representative of Seller.
ARTICLE III
REPRESENTATIONS AND WARRANTIES, BUYER'S DUE DILIGENCE, AND
DISCLAIMERS AND RELEASES
Section 3.1. Representations and Warranties of Seller.
Seller hereby makes the following representations and warranties.
(a) Seller, as of the Effective Date, owns fee simple title to the Property.
(b) There is no litigation, action, suit, arbitration, claims proceeding or
governmental investigation in law or equity pending or, to Seller's actual knowledge, threatened,
with respect to the Property or against Seller which would prevent Seller from performing its
obligations hereunder, or which would have a material adverse effect on the Property or Buyer.
(c) To the best of Seller's knowledge, Seller's execution, delivery and
performance of its obligations under this Agreement will not constitute a default or a breach
under any contract, agreement or order to which Seller is a party or by which it is bound.
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(d) To the best of Seller's knowledge, the governmental reports, notices, soils
tests, environmental reports, plans, surveys, engineering reports, and other documents,
information and data relative to the Property delivered or made available by Seller to Buyer
pursuant to Section 3.3 below, represent all Seller Materials, as defined in Section 3.3 below, that
are in Seller's possession or under Seller's control.
(e) Each of the representations and warranties of Seller contained in this
Section 3.1 is true as of the Effective Date, and shall be deemed remade by Seller and shall be
true as of the Closing date.
(f) To the best of Seller's knowledge, there is no aspect or condition of the
Property which violates applicable laws, rules, regulations, codes, or covenants, conditions or
restrictions, including, without limitation, applicable Environmental Laws (as defined below),
nor have there been improvements or alterations made to the Property without a permit where
one was required, nor is there any unfilled order or directive of any applicable governmental
agency, or of any casualty insurance company that requires any work of investigation
remediation, repair, maintenance or improvement to be performed on, at or to the Property, nor
has any notice been given by any governmental entity of any violation of law or regulation that
relates to the Property or of any proceeding which may result in the issuance of such notice and
Seller is not aware of any such notice or proceedings, whether pending or threatened. As used
herein, "Environmental Laws" means any laws, statutes, ordinances or regulations pertaining to
health, industrial hygiene or the environment including, without limitation, CERCLA
(Comprehensive Environmental I�csponse, Compensation and Liability Act of 1980) and RCRA
(Resources Conservation and Recovery Act of 1976).
(g) Seller shall maintain the Property until Closing in a manner generally
consistent with the manner in which Seller has maintained the Property prior to the date of this
Agreement.
(h) Prior to Closing, Seller will not violate or modify, orally or in writing, any
lease, contract, understanding or any other agreements, or create any new leases or other
agreements affecting the Property, without Buyer's written approval.
(i) To the best of Seller's knowledge, no person, except as disclosed by this
Agreement or otherwise in writing to Buyer, has any right to possession of the Property. There
exist no oral or written leases or rental agreements affecting all or any portion of the Property.
(j) To the best of Seller's knowledge, there are no sums due, owing or unpaid
for labor and materials furnished to the Property which might give rise to a mechanic's or
materialman's lien.
(k) Seller warrants herein that to the best of Seller's knowledge all copies of
documents furnished to Buyer by Seller or Seller's representatives in connection with this
transaction are true, correct and complete copies of the originals.
(1) Except as set forth in any documents furnished to Buyer following the
execution of this Agreement or otherwise actually discovered by Buyer during its investigation
during the Due Diligence Period, to the best of Seller's knowledge, no Hazardous Materials (as
DocuSlgn Envelope ID: 2954F631- 9FE7 -4EB2- AC9D- 4C40BB483456
defined in Section 3.3(f) below) have been released into the environment, or have been
deposited, spilled, discharged, place or disposed of at, on, near or under the Property, and the
Property has not been used at any time by any person as a landfill or disposal site for Hazardous
Materials or for garbage, waste or refuse of any kind.
(m) Seller will convey fee simple title to Buyer subject only to the Permitted
Exceptions, as defined in Section 4.2 below. Seller agrees not to create any new title exceptions
following the Effective Date unless Buyer's written approval of such new exception(s) is first
obtained.
(n) From and after the date of this Agreement, and until the Closing or earlier
termination of this Agreement, Seller shall not sell, assign or create any right, title or interest
whatsoever in or to the Property or create or permit to exist any lien, encumbrance or charge
thereon, other than the Permitted Exceptions, without promptly discharging the same prior to
Closing, and Seller has no knowledge that there are any public improvements required or
planned by any governmental agency having jurisdiction over the Property which will result in
any charge being levied or assessed against the Property.
(o) All references herein to "Seller's knowledge" means the current, actual
knowledge of Darrin Jenkins ( "Seller's Representative "), without any obligation of inquiry, and
such term shall not include the knowledge of any other person or firm, it being understood by
Buyer that (a) Seller's Representative was not involved in the operation of the Property before
Seller's acquisition of the Property, (b) Seller's Representative is not charged with knowledge of
any of the acts or omissions of predecessors in title to the Property or the management of the
Property before Seller's acquisition of the Property, and (c) Seller's current actual knowledge
shall not apply to, or be construed to include, information or material which may be in the
possession of Seller generally or incidentally, but of which Seller's Representative is not actually
aware.
Section 3.2. Representations and Warranties of Buyer.
Buyer represents and warrants to Seller as follows:
(a) Buyer is a Sole Proprietorship. Buyer has full right, power and lawful
authority to undertake all obligations of Buyer as provided herein and the execution,
performance and delivery of this Agreement by Buyer has been fully authorized by all requisite
company actions on the part of Buyer.
(b) To the best of Buyer's knowledge, Buyer's execution, delivery and
performance of its obligations under this Agreement will not constitute a default or a breach
under any contract, agreement or order to which Buyer is a party or by which it is bound.
(e) Buyer is not the subject of any bankruptcy proceeding.
(d) There are no actions, suits, material claims, legal proceedings, or any other
proceedings affecting the Buyer that would affect Buyer's authority to enter into and undertake
all obligations under this Agreement.
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Each of the representations and warranties of Buyer contained in this Section 3.2 is true
as of the Effective Date, and shall be deemed remade by Buyer and shall be true as of the date of
Closing.
The representations and warranties of Seller and Buyer contained herein shall survive for
a period of two (2) years after the Closing (the "Survival Period "). Any claim which Buyer or
Seller may have at any time against the other for a breach of any such representation or warranty,
whether known or unknown, which is not asserted by written notice to the other within two
months following the expiration of the Survival Period, and as to which a legal action has not
been filed within five (5) months following the Survival Period, shall be deemed waived, unless
otherwise agreed in writing by the parties.
Section 3.3. Buyer's Due Diligence.
Within thirty (30) days following the Effective Date ( "Due Diligence Period "), Buyer
shall have reviewed, inspected and investigated, at its expense, the Property, either independently
or through agents of Buyer's choosing, including the following:
(a) The size and dimensions of the Property.
(b) The availability and adequacy of water, sewage, fire protection, and any
utilities serving the Property.
(c) All matters relating to title, including extent and conditions of title to the
Property, taxes, assessments, and liens.
(d) All legal and governmental laws, statutes, rules, regulations, ordinances,
and restrictions or requirements concerning the use and development of the Property including
zoning, use permitrequirements and building codes.
(e) Natural hazards, including flood plain issues, currently or potentially
concerning or affecting the Property.
(f) The physical, legal, economic and environmental condition and aspects of
the Property, and all other matters concerning the conditions, use, sale or development of the
Property, including any permits, licenses, engineers' reports and studies and similar information
relating to the Property. Such examination of the condition of the Property may include
examinations for the presence or absence of Hazardous Materials, as defined below, as Buyer
deems necessary or desirable. The term "Hazardous Materials" means any and all substances,
contaminants, chemicals, wastes, sewage, materials or emissions which are now or hereafter
regulated, controlled, prohibited or otherwise affected by any present or future local, state or
federal statute, ordinance, code, rule, regulation, order, decree, permit or other law now or
hereafter in effect, including but not limited to (i) asbestos (including asbestos - containing
materials); (ii) flammable, explosive, infectious, carcinogenic, mutagenic, or radioactive
materials; (iii) petroleum or any substance containing or consisting of petroleum hydrocarbons
(including gasoline, diesel fuel, motor oil, waste oil, grease or any other fraction of crude oil);
(iv) paints and solvents; (v) lead; (vi) cyanide; (vii) DDT; (viii) printing inks; (ix) acids;
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(x) pesticides; (xi) ammonium compounds; (xii) polychlorinated biphenyls; (xiii) radon and
radon gas; and (xiv) electromagnetic or magnetic materials, substances or emissions.
(g) Any easements and /or access rights affecting the Property.
(h) Any contracts and other documents or agreements affecting the Property.
(i) All other matters of material significance affecting the Property.
Within ten (10) business days of the Effective Date, Seller shall deliver or make available
to Buyer copies of all governmental reports, notices, soils tests, environmental reports, plans,
surveys, engineering reports, and any other material documents, information and data relative to
the Property that are in Seller's possession or under Seller's control ( "Seller Materials ").
Prior to expiration of the Due Diligence Period Buyer shall provide written notice to
Seller that it has approved or disapproved the physical, legal, economic and environrental
condition and aspects of the Property, and all other matters concerning the legal status, condition,
use, sale or development of the Property as set forth above in its sole and absolute discretion. If
Buyer fails to notify Seller on or before the last day of the Due Diligence Period, that Buyer has
approved the Property as provided above, Buyer shall be deemed to have elected to tenninate
this Agreement.
Prior to the expiration of the Due Diligence Period, Buyer shall provide a written
conlanitnent to Seller from their lender evidencing a commitment to loan Buyer funds on
acccl�rtaai;)le terms and conditions to Buyer. As part of the buyer's approval of the Property, they
shall include a release of any financing contingency.
Section 3.4. As -Is Conveyance. BUYER SPECIFICALLY ACKNOWLEDGES AND
AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY
ON AN "AS IS WITH ALL FAULTS" BASIS, CONDITION AND STATE OF REPAIR
INCLUSIVE OF ALL FAULTS AND DEFECTS, WHETHER KNOWN OR UNKNOWN, AS
MAY EXIST AS OF THE CLOSING, INCLUDING THE ENVIRONMENTAL CONDITIONS
DESCRIBED ABOVE ( "AS IS CONDITION ") AND THAT, EXCEPT AS EXPRESSLY SET
FORTH IN SECTION 3. 1, ABOVE, BUYER IS NOT RELYING ON ANY
REPRESENTATIONS OR WARRANTIES FROM SELLER OR ANY OF SELLER'S
ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES,
ATTORNEYS OR BROKERS (COLLECTIVELY, "SELLER PARTIES ") AS TO ANY
MATTERS CONCERNING THE PROPERTY.
Section 3.5. Disclaimers.
Buyer acknowledges and agrees that except as expressly set forth in this Agreement: (i)
neither Seller, nor any Seller Party, has made any representations, warranties, or promises to
Buyer, or to anyone acting liar or on behalf of Buyer, concerning tlie condition of the Property or
any other aspect of" the Properly; (rr) the condition of"the Property has been independently
evaluated by Buyer prior Co the ('losing; and (iii) any information, including Seller Materials,
which Buyer has received or may hereafter receive Seller or any Scller Party Nvere arid are
furnished without warranty of any kind and on the express condition that Buyer has made its own
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independent verification of the accuracy, reliability and completeness of such information and
that Buyer will not rely on any of the foregoing.
Section 3.6. Waivers and Releases. Buyer hereby releases Seller from any and all
nianner of rights, liabilities, claims, actions, causes ofaction, suits, proceedings, demands,
darnages, costs, expenses (including attorney's fees and costs) or 0111 r coinpensation
whatsoever, in law or equity, of'whatever kind or nature,, whether known Or unknown, direct or
indirect, foreseeable or unforeseeable, absolute or contingent that Buyer now has or may have or
which may arise in the future arising out of, directly or indirectly, or in any way connected with
(i) all warranties of' whatever type or kind with respect to the p lysjcal or environmental
condition of1he property, whether express, iniplicd or otherwise,, including those of fitness 1`01- a
particular purpose or usc; (ii) use, management, ownership or openition of the Property; (iii) the
physical, environmental air other condition of the property; (iii) the application of, colnI)hance
with or failure to comply with any Applicable Laws; (iv) 11azardous Materials; and (v) the As Is
Condition (the foregoing are collectively referred to as "(taints "). By releasing and forever
discharging the Claims, Buyer expressly waives any rights under California Civil Code Section
1542, which provides:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT W11'"I'Th'11,113 I J'W"
INITIALS. Buyer R '06
Notwithstanding the foregoing, the relea4c mid waiver of Claims set forth in this Section
3.5 shall not apply to any Claims arising from the sole active negligence or willful misconduct of
Seller or from breaches by Seller of this Agreement (including but not limited to breaches of
representations and warranties of Seller expressly set forth herein). The provisions of this
Section 3.5 are a material portion of the consideration given by each party to the other in
exchange for such party's performance under this Agreement and shall survive the Closing,
ARTICLE IV
CONVEYANCE AND TITLE
Section 4.1. Conveyance.
At the C1o,,,,4sg, Seller shall convey title to the Property to Buyer by grant deed in a fonn
substantially similar to that attached hereto as E-xhibit B ("Grant Deed"), free of any possession
or right Of POSSCSSiO11 by any person except that of Buyer and subject only to those exceptions
approved by Buyer pursuant to Section 4.2 below.
Section 4.2. Review and Approval of Condition of Title. Within ten (10) days after
the Date of Agreement, Buyer shall cause First American Title Company to deliver to Buyer and
to Seller a standard preliminary title report for the Property, together with legible copies of the
docurnents underlying the exceptions set forth in the preliminary title report. Buyer shall have
the right to reasonably approve or disapprove all exceptions. Buyer hereby approves the
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following exceptions which shall be referred to herein as the "Pre-Approved Exceptions": (a)
the lien of any non-delinquent property taxes and assessments (which, if any exist, shall be
prorated by the Title Company at Closing).
Within fifteen (15) days after the Effective Date, Buyer shall give written notice to Seller of
Buyer's approval or disapproval of any of the tide exceptions, except the Pre-Approvcd
Exceptions, Buyer's fadure to give written disapproval of the excel'.1tions within SUCII tirnc
period shall be deemed Buyer's disapproval ol.'the exceptions, 11713uyer deliver, noticcof
disapproval of any exceptions, Seller shall have the right, but not the obligation, to cause any
disapproved exceptions to be removed within thirty (30) days after receiving such notice of
disapproval (or until five (5) business clays prior to ('losing, il"warlier than the expiration of such
thirty (30) day period) or provide assurances satisfactory to Buyer, in its sole dkeretion, that
such exceptions will be removed on or before the Closing. Failure to notify Buyer within such
thirty (30) day (or shorter) period shall be deemed Seller's election not to remove the
disapproved exceptions. Seller's election or deemed election not to remove any disapproved
exceptions shall not be a definilt under this Agreement, If Seller cannot or does not elect to
remove any of the disapproved exceptions within such thirty (30) day (or shorter) period, Buyer
shall have five (5) business days after the expiration of such thirty (30) day (or shorter) period to
either give Seller notice that Buyer elects, in its sole discretion, u) proceed with the Closing,
subject to the disapproved exceptions, or to give Seller notice that Buyer elects to terminate this
Agreement, in which case neither party will have any further rights or obligations under this
Agreement other than those obligations which survive termination hereor. The Pre-Approved
Exceptions and other exceptions to title approved by Buyer as provided herein are hereinafter
referred to, as the "Permitted Exceptions," SubJect to the Seller's representation and warranty in
Section 3.1(m) not to create any new title exceptions following the Effective Date without
Buyer's written approval, iI7 any exceptions other than the Permitted 1"Xceptions are reported by
the "Title Cornpany after Btiyer has approved the condition of title I"or the Property pursuant to the
foregoing procedures, then any such new exception shall be subject tea the. same procedures for
review and approval set forth above for the Permitted Exceptions.
Section 4.3. Title Insurance. Concurrently with recordation of the Grant Deed, the
Title Company shall issue to Buyer such policy of title insurance for the Property which at
Buyer's option may be an ALTA extended coverage owner's l-,)olicy ("Tific Policy") as Inay be
required by Buyer, and/or Buyer's lenders or other institutions that may be providing fitiancing
for the Project, together with such endorsements as a,re reasonably requested by Buyer and /or
Buyer's lenders or ()(her institutions, insuring that Buyer has a valid fee ownership interest in the
Property, subject only to the Permitted Exceptions and other 011CUmbrances expressly
contemplated by this Agreement to be recorded at Closing. The premium for then Title l"Olicy,
plus any additional costs, including the cost of NUINCYS, and any endorsements requested by
Buyer shall be paid by Buyer.
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ARTICLE V
BROKERS AND EXPENSES
Section 5.1. Brokers.
Under separate agreements, Seller rnuvqt pay Commercial Investment Real Estate, Inc.,
Doing Business As Noah Bay Property Advisors ("Seller's Broker") for its services as Seller's
broker in this transaction. If any person other than Seller's Broker or Buyer's Broker brings a
claim For as commission or thider's fee based Upon 1MY contact, dealings or communication with
Buyer or Seller, then the party through whom such person makes his or her clahn shall defend
the other party ("Indemnified Party") From such claim, and shall indemnify the Indernnified
[)art), and hold the Indemnified Party harmless from any and all costs, damages, claims,
liabilities or expenses (including without limitation, reasonable attorneys' fees and
disbursements) incurred by the Indemnified Party in defending against the claim. The provisions
of this Section 5.1 shall survive the Closing or other termination of this Agreement.
ARTICLE VI
CLOSING AND ESCROW
Section 6.1. Escrow Instructions.
Within ten (10) days following execution of this Agreement, the parties shall open
escrow and deposit an executed counterpart of this Agreement with F-Irst American Title
Conipany, 400 "E" Street, Santa Rosa, CA 95404 ("Title Company"), and [hJIS ilISITUnient shall
scj°veas the ji,istructions to the Title, Coinpanyas the escrow holder For consummation of the
purchase and sale: conternplated hereby. Seller and Buyer agree to execute such reasonable
additional and supplementary escrow instructions as may be appropriate to enable the Title
Company to comply with tile ternis of this Agreement; provided, liowever, that in the event of
any conflict between the provisions of this Agreement and any supplementary escrow
Instructions, the terms orthk Agreement shall control.
Section 6.2. Closing.
(a) "Closing" means the consummation of the purchase and sale of the
Property as described herein as evidenced by the performance by each party of its obligations
hereunder, including the Title Company's recordation and delivery of the Grant Deed, delivery
of the documents as set forth in this Agreement, Title Company's irrevocable and unconditional
commitment to issue the Title Policy upon recordation of the Grant Deed, and the payment of the
Purchase Price by Buyer.
(b) The Closing hereunder shall be held and delivery of all items to be made
at the Closing under the terms of this Agreement shall be made at the offices of the Title
Company on the date which is within thirty (30) days of completion of all conditions precedent
to conveyance as set forth in Article 11, but in no event later than July 15, 2015 ("Outside
Closing Date"). Except as expressly provided above, the Outside Closing Date may not be
extended without the prior written approval of both parties.
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Section 6.3. Deposit of Documents.
(a) At or before the Closing, Seller shall deposit into escrow the following
items:
(1) Documentary transfer taxes, if required and Seller's customary
share of the normal prorations;
(2) Documentation of a credit towards the Purchase Price in the
amount of the Good Faith Deposit;
(3) the duly executed and acknowledged Grant Deed conveying the
Property to Buyer;
(4) an executed affidavit pursuant to Section 1445(1)(2) of the Internal
Revenue Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within
the meaning of Section 1445(f)(3) of the Internal Revenue Code; and
(5) an executed California 597 -W Certificate.
(b) At or before Closing, Buyer shall deposit into escrow the following items:
(1) an executed Preliminary Change of Ownership Report; and
(2) funds necessary to close this transaction, including the Purchase
Price, adjusted by a credit towards the Purchase Price in the amount of the Good Faith Deposit,
any normal prorations, the Title Policy premium, all escrow fees and recording charges, and all
other closing costs.
Seller and Buyer shall each deposit such other instruments as are reasonably required by
the Title Company or otherwise required to close the escrow and consummate the purchase and
sale transaction in accordance with the terms hereof. Seller and Buyer hereby designate Title
Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the
Internal Revenue Code and the regulations promulgated thereunder and agree to execute such
documentation as is reasonably necessary to effectuate such designation.
(c) Buyer shall be solely responsible for paying the following costs associated
with the transfer of the Property: (i) the premium for the Title Policy, including any
endorsements; (ii) all escrow fees and recording charges, (iii) Buyer's customary share of other
normal prorations; (iv) all other closing costs; and (v) all of Buyer's due diligence expenses.
Seller shall be solely responsible for paying the following costs associated with the transfer of
the Property: (i) documentary transfer taxes, if required, and (ii) Seller's customary share of
normal prorations.
(d) Ad valorem taxes and assessments levied, assessed or imposed on the
Property for any period prior to the Closing, if any, shall be paid by Seller. Ad valorem taxes
and assessments levied, assessed or imposed on the Property for the period after the Closing shal l
be paid by Buyer.
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(e) The provisions of this Section 6.3 shall survive the Closing.
ARTICLE VII
MISCELLANEOUS
Section 7.1. Notices.
Any notices required or permitted to be given hereunder shall be given in writing and
shall be delivered (a) by certified mail, postage prepaid, return receipt requested, or (b) by a
commercial overnight courier that guarantees next day delivery and provides a receipt, and such
notices shall be addressed as follows:
To Seller: City of Rohnert Park
130 Avram Avenue
Rohnert Park, California 94608 -3517
Attention: City Manager
With a copy to: Burke Williams & Sorensen, LLP
1901 Harrison Street, 9th Floor
Oakland, California 94612
Attention: Michelle Marchetta Kenyon
To Buyer: Dr. Anthony Lieu and Oriana Biela -Lieu
1535 Maria Place
Rohnert Park, CA 94928
or to such other address as either party may from time to time specify in writing to the other
party, Any notice shall be effective only upon delivery or refusal to accept delivery by the
intended recipient.
Section 7.2. Assignments; Successors and Assigns.
Neither party may assign its rights or obligations under this Agreement without the prior
written consent of the other party. Subject to the provisions of this Section 7.2, this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their respective successors
and assigns. No assignment shall release the assigning party from its obligations or liabilities
hereunder accruing prior to the date of such assignment.
Section 7.3. Right of Entry.
Prior to the Effective Date, Seller has provided, and after the Effective Date shall
continue to provide, Buyer with reasonable access to the Property and the records of Seller
relating thereto. Without limiting the foregoing, prior to any entry to perform any invasive on-
site testing, Buyer shall give Seller written notice thereof, including the identity of the company
or persons who will perform such testing and the proposed scope of the testing. Seller or its
representative may be present to observe any testing (whether or not invasive) or other inspection
performed on the Property. Buyer shall maintain, and shall assure that its contractors maintain
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public liability and property damage insurance in amounts and in form and substance adequate to
insure against all liability of Buyer and its agents, employees or contractors, arising out of any
entry or inspections of the Property pursuant to the provisions hereof, and Buyer shall provide
Seller with evidence of such insurance coverage upon request by Seller, and shall carry a
minimum General Liability Coverage of Two Million Dollars ($2,000,000.00) Buyer shall
indemnify and hold Seller harmless from and against any costs, damages, liabilities, losses,
expenses, liens or claims (including, without limitation, reasonable attorney's fees), arising out
of or relating to any entry on the Property by Buyer, its agents, employees or contractors in the
course of performing the inspections, testings or inquiries provided for in this Agreement. Buyer
agrees to keep the Property free from any liens arising out of any work performed, materials
furnished or obligations incurred by or on behalf of Buyer or Buyer's agents, employees or
contractors with respect to any inspection or investigation of the Property. If any such lien at any
time shall be filed, Buyer shall cause the same to be discharged of record within ten (10) days
thereafter by satisfying the same or, if Buyer, in its discretion and in good faith determines that
such lien should be contested, by recording a bond or providing title insurance insuring over such
lien. Seller shall have the right to post a Notice of Non - Responsibility on the premises. Failure
by Buyer to discharge or bond over or provide title insurance over such lien shall be a material
breach of this Agreement and Seller may terminate this Agreement and pursue such other rights
and remedies against Buyer as may be available at law or in equity. Buyer's indemnity
obligations under this Section 7.3 shall survive the Closing or other termination of this
Agreement.
Section 7.4. Default; Remedies
The failure by any party to perform any obligation under this Agreement, if the failure
has continued for a period of thirty (30) days after the other party demands in writing that the
defaulting party cure the failure, shall be deemed a default hereunder. If, however, by its nature
the failure cannot be cured within thirty (30) days, the defaulting party may have a longer period
as is necessary to cure the failure, in any event not to exceed sixty (60) days, provided, however,
such extended cure period shall be conditioned upon the defaulting party promptly commencing
to cure within the thirty (30) day period and thereafter diligently completing the cure.
Upon the occurrence of an event of default by Buyer, Seller, subject to the terms of
Section 1.4, shall be entitled to retain the Good Faith Deposit as liquidated damages. Upon the
occurrence of an event of default by Seller, Buyer may either institute an action for specific
performance or other equitable relief to compel sale of the Property to Buyer on the terns set
forth herein or Buyer may opt to terminate this Agreement by written notice to Seller in which
case the Good Faith Deposit shall be immediately returned to Buyer upon unilateral demand to
the Title Company. Except as provided in Section 1.4, neither party shall be entitled to any
monetary damages, and each party hereby waives any and all rights to recover consequential or
special damages arising directly or indirectly from a breach of this Agreement by the other party.
Section 7.5. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the
State of California without regard to its choice of laws rules.
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Section 7.6. Interpretation of
Each party has received independent legal advice from its attorneys with respect to the
advisability of Agreement undtbemoaubngnftboprnv�ionuboreoC The
provisions of Agreement o�duiAgreement shall he construed as to their fair meaning, and not Gurormgn}out
any party based upon any attribution tosuch party uxdhemouncem[ibe language ioquestion. The
article, section and other headings of this Agruomoenimze for convenience of�rere000ce only and
shall not be construed to affect (he meaning of any provision contained herein. Where the
context so requires, the use ol'the singular shall include the Plural and vice versa and the use of
the masculine shall include the feminine and the neuter. The term 'pemou`^ shall include any
individual, partnership, joint venture, corporation, trust, unincorporated association, any other
entity and ally gmvermnontmrany department mrmgeuuy thereof, whether acting inaoindividual,
fiduciary mr other capacity. The words '111CUudc,`xud^^iauiudiug,` shall iu all instances he
|nacrpreted ma(hwuglI &o)imvved by the words "without \iooitutiou.^`
Section 7.7. Aoumodozmntm.
This Agreement may be amended or modified only by a written instrument signed by
Buyer and Seller and duly authorized 6v the City Council.
Section 7'0. No Partnership.
The relationship o[the parties hereto is solely that ofSeller and Buyecwidi respectnmde
Property and oo joint venture, u ther�a m��o b^ par agency relationship exists between the parties
hereto. Neither party has any 1-idmciary relationship hereunder to the other.
Section 7.9. No Third Party Beneficiary.
The provisions ofthis Agreement are not intended to benefit any third parties.
Section 7.10. Joint and Several Liability.
If Buyer consists of more than one person ocentity the liability of such persons and
entities shall be joint and several.
Section 7,11. Limitation of
Buyer acknowledges and agrees that uo member, official or employee of Seller shall be
personally or any successor bmio�reo�in the event of any defau�ur breach bv
' u1 which �moumocdu�to8uyccocduouuu�ouom oron any obligations
Cit�,ortnrmo�uo�uu pvu may ,
under the terms of this Agreement.
Section 7.12. Recordation; Actions to Clear Title.
Prior to Closing Buyer shall not record thiaA,greement, any mmo randulnofddu
eu�any assignment uf this &greumneu or any other docun�ootvvbiohv�omUdum�ewukxud
o—tb�tb1ot�Nxo�mm��r�'. l[�8m��rfai\otouom�pi�oi1syurobooeofthmPmmyu�yforunyreaoou,
or if this Agreen-ient shall terniinate for any reason �� not solely due to Seller's dobau1tbcrouudex
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then Buyer, at no cost to Seller, shall promptly execute, acknowledge and deliver to Seller, all
within thirty (30) days after written request from Seller, a quitclaim deed, in recordable form, in
favor of Seller, and any other documents requested by Seller to remove any cloud on title to the
Property that may exist as the result of the existence of this Agreement or any escrow relating to
this Agreement. In the event Buyer fails to so execute and deliver any such document, Buyer
shall pay all losses, damages, costs and expenses, including, but not limited to, Seller's
reasonable attorneys' fees, incurred in connection with Buyer's breach of its obligations under
this Section 7.12, including interest, carrying costs associated with the Property from the date of
Buyer's failure to comply with this Section 7.12 and costs of clearing any such cloud on title.
Section 7.13. Severability.
If any term, covenant, condition or provision of this Agreement, or the application thereof
to any person or circumstance, to any extent shall be held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions
of this Agreement, or the application thereof to any person or circumstance, shall remain in full
force and effect and in no way shall be affected, impaired or invalidated thereby; except that if
the court which determines the provision to be invalid also determines such provision to be of
such materiality as to make enforcement of the remaining terms inequitable, then this Agreement
shall terminate.
Section 7.14. Waiver of Covenants, Conditions or Remedies.
The waiver by one party of the performance of any covenant, condition or promise under
this Agreement shall not invalidate this Agreement, nor shall it be considered a waiver by it of
any other covenant, condition or promise under this Agreement. The waiver by either or both
parties of the time for performing any act under this Agreement shall not constitute a waiver of
the time for performing any other act or an identical act required to be performed at a later time.
The exercise of any remedy provided in this Agreement shall not be a waiver of any consistent
remedy provided by law, and the provision in this Agreement for any remedy shall not exclude
other consistent remedies unless they are expressly excluded.
Section 7.15. Termination.
This Agreement may be terminated: (i) by Buyer, if prior to expiration of Buyer's Due
Diligence Period, Buyer elects not to proceed with purchase of the Property; (ii) by Buyer, if
prior to Closing Buyer's Conditions Precedent to t oiwcyancc have not been satisfied or waived;
(iii) by Seller, if prior to Closing Seller's Conditions Precedent to Conveyance have not been
satisfied or waived; (iv) if there is an uncured default, by written notice from the party not in
default pursuant to Section 7.4; (v) if there is a failure of an express condition (which is not
waived by the party whom the condition benefits) by written notice from the party whom the
condition benefits; or (vi) by either party if escrow fails to close by the Outside Closing Date set
forth in Section 6.2(b). The party wishing to terminate the Agreement must provide the other
party with written notice of termination.
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Section 7.16. Cooperation in the Event of Third -Party Legal Challenge.
Seller and Buyer shall cooperate in the event of any legal action instituted by a third
party or other governmental entity or official challenging the validity of this Agreement. To the
extent that Buyer determines to contest such litigation challenges, Buyer shall reimburse Seller,
within ten (10) days following Seller's written demand therefor which may be made from time to
time during the course of such litigation, all costs incurred by Seller in connection with the
litigation challenge, including Seller's administrative, legal and court costs, provided that Seller
shall either: (a) elect to joint representation by Buyer's counsel; or (b) retain an experienced
litigation attorney, require such attorney to prepare and comply with a litigation budget, and
present such litigation budget to Buyer prior to incurring obligations to pay legal fees in excess
of $10,000. Buyer further agrees to indemnify and hold Seller harmless from and against any
and all claims for recovery of the third party's litigation expenses, including attorney's fees. If
Buyer elects, in its sole and absolute discretion, not to contest such litigation challenges, then
Seller shall have no obligation to contest such challenges. Buyer's obligations under this Section
7.16 shall survive the Closing or other termination of this Agreement.
Section 7.17. Time.
Time is of the essence in the performance of each of the parties' respective obligations
contained herein.
Section 7.18. Entire Agreement.
This Agreement, including the Exhibits hereto, contains all representations, warranties
and covenants made by Buyer and Seller and constitutes the entire understanding between the
parties hereto with respect to the subject matter hereof. Any prior correspondence, memoranda
or agreements are replaced in total by this Agreement together with the Exhibits hereto.
Section 7.19. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the same instrument.
Section 7.20. Exhibits.
All exhibits to which reference is made in this Agreement are deemed incorporated in this
Agreement.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.
SELLER:
City of Rohnert Park
Dated: 2015 By:
Amy O. Ahanotu, Mayor
Dated: 4/26/2015
ATTEST:
By:
JoAnne Buerg , I , e . r, City , Clerk
APPROVED AS TO FORM:
L-In
City Attorney
2015 BUYER:
Anthony Lieu, DDS
By:
Name:
Its:
18
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INFO,
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EXHIBIT A-1
LEGAl- Ql--,S(,8l I'] I 110N
6230 State Farm Drive
Real property in the City of Rohnert Park, County of Sonoma, State of California, described as
follows:
PARCEL ONE:
PARCEL 1, AS SHOWN ON THE MAP ENTITLED CITY OF ROHNERT PARK
PARCEL MAP NO. 106, FILED IN THE OFFICE OF THE COUNTY RECORDER ON
APRIL 1, 1986 IN BOOK 383 OF MAPS, PAGES 27 AND 28, SONOMA COUNTY
RECORDS.
PARCEL TWO:
APN: 143-051-065
EXHIBIT A -1
DocuSign Envelope ID: 2954F631- 9FE7- 4E82- AC9D- 4C40BB483456
EXHIBIT A -2
RI11 TION 0I"-9 9 CT,,wi'R-,OIl1;1Z "l'Y
415 City Center Drive
Real property in the City of Rohnert Park, County of Sonoma, State of California,
described as follows:
PARCEL ONE:
PARCEL 2, AS SHOWN UPON THAT CERTAIN MAP ENTITLED, "CITY OF
ROHNERT PARK PARCEL MAP NO. 106 ", FILED APRIL 1, 1986 IN BOOK 383 OF
MAPS, PAGES 27 AND 28, SONOMA COUNTY RECORDS.
PARCEL TWO:
APN: 143 - 051 -066
EXHIBIT A -2
DocuSign Envelope ID: 2954F631-9FE7-4E82-AC9D-4C40BB483456
EXHIBIT B
L,Qj M!)F GRANT QEEfA
RECORDING REQUESTED BY
Title Insurance Company
AND WHEN RECORDED MAIL To:
Attention:
(Space Above This Line for Recorder's Use Only)
[Exempt from recording fee per Gov. Code § 27383]
GRANT DEED
For valuable consideration, the receipt of which is hereby acknowledged,
The CITY OF ROHNERT PARK, a California municipal corporation ("Grantor"), hereby
grants to .. . ..... . . . . .................. . ("Grantee"), all of
Grantor's right, title, and interest in the real property described in Attachment I attached hereto and
incorporated herein ("Property").
GRANTOR:
City of Rohnert Park
Dated: . ........ . .... 201_ By 11,onxi —Do NOT 11,'Xh('117 'l
- ----- Mayor
-
Isignature muse be notarized/
ATTEST:
M.
APPROVED AS TO FORM:
0
EXHIBIT B
City Clerk
City Aftorl"ICY
DocuSlgn Envelope ID: 2954F631- 9FE7- 4E62- AC9D- 4C40BB483456
ACKNOWLEDGMENT
notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
ss
County of_...__. )
On .. m_. _ ....... _> before me,
(Name of Notary)
notary public, personally appeared ..m_m
p y ... .. .._ � .eee� .. ..
who roved to me on the basis of satisfactory evidence to be �It�„� person(s) whose: narnc(s) is/are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Notary Signature)
DocuSign Envelope lb: 2954F631-9FE7-4EB2-AC9D-4C40BB483456
PROPERTY DfiSCRIPTION
[to be inserted]
ATTACHMENT 1 - EXHIBIT B
OAK 94812-8053-4306 v I