2016/05/24 City Council Resolution 2016-45RESOLUTION NO. 2016-45
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING AN AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS FOR 435 SOUTHWEST BOULEVARD WITH
A & J INVESTMENTS, LLC AND AUTHORIZING THE MAYOR TO EXECUTE THE
AGREEMENT AND TAKE ALL OTHER ACTIONS NECESSARY TO CONSUMMATE
THE TRANSACTION CONTEMPLATED BY THIS RESOLUTION
WHEREAS, 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); and
WHEREAS, 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 retain the housing assets and functions previously performed by the former
redevelopment agency; and
WHEREAS, the City of Rohnert Park ("City") did so elect, by adoption of Resolution
No. 2012-10 on January 10, 2012, and by Grant Deeds dated December 17, 2014, the Successor
Agency to the Community Development Commission of the City of Rohnert Park transferred to
the City the property located at 435 Southwest Boulevard ("Property"); and
WHEREAS, A & J Investments, LLC ("Buyer") has submitted a proposal to the City to
acquire the Property from the City, at fair market value, and the City desires to dispose of the
Property, W1Ln the proceeds ofthe Ja1G t0 UG UGtJUJ1ll:U -In t11G l.1Ly J Low a11U Lv1VUGlnlc 111cv11tc
Housing Asset Fund as required pursuant to Health and Safety Code Section 34176(d); and
NOW, THEREFORE, the City Council of the City of Rolmert 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. Environmental Review. The transfer of ownership of the property from the
City to Buyer is exempt from CEQA review under CEQA Guidelines section 15061(b)(3)
because there is no possibility for the conveyance to have an effect on the environment.
Section 3. Approval of Agreement of Purchase and Sale and Joint Escrow Instructions;
Authority of Mayor. The City Council hereby consents to the sale of the Property to A & J
Investments, LLC. for a price of Four Hundred Sixty Nine Thousand Eighty Six Dollars
($469,086.00) and approves the Agreement of Purchase and Sale and Joint Escrow Instructions
in substantially similar form as provided for in "Exhibit A", attached hereto and incorporated by
this reference. The City Council authorizes the Mayor to execute said Agreement on behalf of
the City of Rohnert Park subject to minor modifications as approved by the City Attorney.
Section 4. Approval 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
Agreement of Purchase and Sale and Joint Escrow Instructions and to the review and acceptance
by the City Attorney.
Section 5. Other Actions Authorized. Subject to review and acceptance by the City
Attorney, the Mayor and City Manager, as appropriate, are hereby authorized and directed to
take all action necessary or reasonably required to carry out, give effect to, and consummate the
transactions contemplated by this Resolution and to take all action necessary in conformity
therewith, including, but not limited to, entering into minor written amendments to the
aforementioned agreement to alter deadlines therein for the benefit of the City.
Section 6. 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 24th day of May, 2016.
ATTEST:
A_, uA- 1,' A
Caitlin Saldanha, Deputy City Clerk
CITY OF ROHNERT PARK
Attachment: Exhibit A, Agreement of Purchase and Sale and Joint Escrow Instructions Between
the City of Rohnert Park and A & J Investments, LLC
AHANOTU AbSCA F CALLINAN: Me STAFFORD: A t MACKENZIE _� BELFORTE: A-) e .
AYES: ( 14 ) NOES: ( } ) ABSENT: ( ) ABSTAIN: ( 0 )
2016-45
2
EXHIBIT "A"
AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS
This Agreement of Purchase and Sale and Joint Escrow Instructions ("Agreement"),
dated as of , 2016, ("Effective Date"), is between the THE CITY OF
ROHNERT PARK, a California municipal corporation ("Seller"), and A & J INVESTMENTS,
LLC, a California Limited Liability Corporation ("Buyer").
RECITALS
A. The California state legislature enacted Assembly Bills x 1 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 retain the housing assets and functions previously performed by the former
redevelopment agency.
C. Seller did so elect, by adoption of Resolution No. 2012-10 on January 10, 2012,
and by Grant Deeds dated December 17, 2014, the Successor Agency to the Community
Development Commission of the City of Rohnert Park transferred to Seller the property located
at 435 Southwest Boulevard and more particularly described on Exhibit A, attached hereto and
incorporated herein by this reference (collectively, the "Property").
D. Buyer has submitted a proposal to Seiler to accfaire the Property Toni Seller, at
fair market value, and Seller desires to so dispose of the Property, with the proceeds of the sale to
be deposited in Seller's Low and Moderate Income Housing Asset Fund as required pursuant to
Health and Safety Code Section 34176(d).
E. On Septemberl 1, 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.
F. On , 2016, the City Council of the City of Rohnert Park ("City
Council") considered and by Resolution No. approved Seller entering into this
Agreement.
AGREEMENT
ARTICLE I
PURCHASE AND SALE OF PROPERTY
Section I.I. 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 Four Hundred
Sixty Nine Thousand, Eighty Six Dollars ($469,086.00) ("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 Health and
Safety Code Section 34176(d), the net proceeds of the sale will be deposited into Seller's Low
and Moderate Income Housing Asset Fund.
Section 1.4. Deposit. Within five (5) days of the Effective Date, Buyer shall deliver
into escrow a refundable Good Faith Deposit in the amount of Fourteen Thousand Dollars
($14,000.00) ("Good Faith Deposit"). The Good Faith Deposit shall serve as security for the
performance of Buyer's obligations under this Agreement and shall be applied towards the
Purchase Price at Closing, retained by Seller as liquidated damages or returned to Buyer, as
—rwirlM help xxi Inti ragt aarnerl nn the CTnnd Faith Deposit if any; shall be deemed to be a part
of the Good Faith Deposit for all purposes hereunder.
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
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.
Seller's Initials
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.
Section 1.5. Increased Deposit
Within five (5) days of the end of the Due Diligence Period, as defined in Section 3.3 of
this agreement, Buyer shall increase their Deposit ("Increased Deposit") by Twenty Six
Thousand Dollars ($26,000.00), with the total deposit ("Total Deposit") amount being Forty
Thousand Dollars ($40,000.00). The Total Deposit shall be applied towards the Purchase Price at
Closing, and retained by Seller. Buyer agrees to sign escrow paperwork to immediately pass the
funds of the Increased Deposit through to Seller. If Buyer fails to remove its conditions or close
the transaction, the funds shall be non-refundable and Seller may use these funds at its discretion,
with the exception that if the General Plan and land use designation change is not approved by
the City Council pursuant to Section 2.1(f), the Total Deposit may be refundable if the
Agreement is terminated solely for this cause. Interest earned on the Total Deposit, if any, shall
be deemed to be a part of the Total Deposit for all purposes hereunder, and applied to the
purchase price.
R'rlCl F TT
AIICLE11
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.
(e) 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) Seller shall have amended the City of Rohnert Park's General Plan and
land use designation for the Property from Public Institutional (P -I) to High Density Residential
(R -H).
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.
(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
'f !�n/1\ 1 T!'IT A
(Comprehensive Environmental Response, Compensation and Liability Act of 19WO) and i«.�
(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, except agreements relating to the demolition of the structures
on the Property pursuant to accomplishing the requirement under Section 2.2(d), 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
defined in Section 3.3(f) below) have been released into the environment, or have been
deposited, spilled, discharged, placed 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
iCIlUW1GUgC of Ldlllll JG111i111S l OCllCi S ilG(JlGJG111.[I61VG ), w1U1VUL any oWl6CtllVll 01 myuuy, aitu
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 California Limited Liability Corporation. 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.
(c) 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.
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 Seller's notice that all known documents in
possession of the City have been provided to Buyer ("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 permit requirements 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;
(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 Seven (7) 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 known 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 environmental
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
--—A A— lAro ertyao provide anbove Buxyer shall be deems rl to have elected to tP.rYY11YlAtP.
this Agreement.
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 for or on behalf of Buyer, concerning the condition of the Property or
any other aspect of the Property; (ii) the condition of the Property has been independently
evaluated by Buyer prior to the Closing; and (iii) any information, including Seller Materials,
which Buyer has received or may hereafter receive from Seller or any Seller Party were and are
furnished without warranty of any kind and on the express condition that Buyer has made its own
independent verification of the accuracy, reliability and completeness of such information and
that Buyer will not rely on any of the foregoing.
Section 3.5. Waivers and Releases. Buyer hereby releases Seller from any and all
manner of rights, liabilities, claims, actions, causes of action, suits, proceedings, demands,
damages, costs, expenses (including attorney's fees and costs) or other compensation
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 physical or environmental
condition of the Property, whether express, implied or otherwise, including those of fitness for a
particular purpose or use; (ii) use, management, ownership or operation of the Property; (iii) the
physical, environmental or other condition of the Property; (iii) the application of, compliance
with or failure to comply with any Applicable Laws; (iv) Hazardous Materials; and (v) the As Is
Condition (the foregoing are collectively referred to as "Claims"). 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 WITH THE DEBTOR."
INITIALS: BUYER
Notwithstanding the foregoing, the release and 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 Closing, Seller shall convey title to the Property to Buyer by grant deed in a form
substantially similar to that attached hereto as Exhibit B ("Grant Deed"), free of any possession
or right of possession 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 ("Title Company") to
deliver to Buyer and to Seller a standard preliminary title report for the Property, together with
legible copies of the documents 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 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 title exceptions, except the Pre -Approved
Exceptions. Buyer's failure to give written disapproval of the exceptions within such time
period shall be deemed Buyer's disapproval of the exceptions. If Buyer delivers notice of
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 days prior to Closing, if earlier than the expiration of such
thirty (30) day period) or provide assurances satisfactory to Buyer, in its sole discretion, 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 default 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, to 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 hereof. 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, if any exceptions other than the Permitted Exceptions are reported by
the Title Company after Buyer has approved the condition of title for the Property pursuant to the
foregoing procedures, then any such new exception shall be subject to 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 policy ("Title Policy") as may be
required by Buyer, and/or Buyer's lenders or other institutions that may be providing financing
for the Project, together with such endorsements as are reasonably requested by Buyer and/or
Buyer's lenders or other institutions, insuring that Buyer has a valid fee ownership interest in the
Property, subject only to the Permitted Exceptions and other encumbrances expressly
contemplated by this Agreement to be recorded at Closing. The premium for the Title Policy,
plus any additional costs, including the cost of surveys, and any endorsements requested by
Buyer shall be paid by Buyer.
M1
ARTICLE V
BROKERS AND EXPENSES
Section 5.1. Brokers.
Under separate agreements, Seller must pay Commercial Investment Real Estate, Inc.,
Doing Business As North Bay Property Advisors ("Seller's Broker") for its services as Seller's
broker in this transaction, and Seller's Broker must pay Zephyr Real Estate ("Buyer's Broker")
for its services as Buyer's broker in this transaction, pursuant to existing representation
agreement as Seller's Broker. If any person other than Seller's Broker or Buyer's Broker brings
a claim for a commission or finder's fee based upon any contact, dealings or communication
with Buyer or Seller, then the party through whom such person makes his or her claim shall
defend the other party ("Indemnified Party") from such claim, and shall indemnify the
Indemnified Party 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 First American Title
Company, 400 "E" Street, Santa Rosa, CA 95404 ("Title Company"), and this instrument shall
.t_ �; c� +- rt, -'P41- r ,, ,., as the eSCro.., IiMraer for PnnQumrnntinn of the
serve as lllui ri13LI uklukillS LV LllV I..1, Comi an
purchase and sale contemplated 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 the terins of this Agreement; provided, however, that in the event of
any conflict between the provisions of this Agreement and any supplementary escrow
instructions, the terms of this 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 seven (7) days of completion of all conditions precedent to
conveyance as set forth in Article II, but in no event later than July 1, 2016 ("Outside Closing
Date"). Except as expressly provided above, the Outside Closing Date may not be extended
without the prior written approval of both parties.
M
items:
Section 6.3. Deposit of Documents.
(a) At or before the Closing, Seller shall deposit into escrow the following
(1) Documentary transfer taxes, if applicable, and Seller's customary
share of the normal prorations;
(2) Documentation of a credit towards the Purchase Price in the
amount of the Total Deposit;
(3) the duly executed and acknowledged Grant Deed conveying the
Property to Buyer;
(4) an executed affidavit pursuant to Section 1445(b)(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 cost associated with a natural hazard zone
disclosure report not -to -exceed One Hundred Fifty Dollars ($150.00) and 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
12
and assessments levied, assessed or unposed on the Property for the period after the Closing shall
be paid by Buyer.
(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 Bayer: Jeffery Mazet
221 Gateway Road West, Suite 405
Napa, CA 94558
Phone: (707) 643-4580
jeffm@bluiiconstruction.com
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. Buyer may assign the contract, upon
written request by Buyer and written approval of Seller
13
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
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, with a minimum general
liability insurance coverage amount of Two Million Dollars ($2,000,000.00), and name the Seller
as additional insured. 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. Seller shall have the right to post a Notice of Non -Responsibility on the Properties. 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. 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 terms 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
14
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.
Section 7.6. Interpretation of Agreement.
Each party has received independent legal advice from its attorneys with respect to the
advisability of executing this Agreement and the meaning of the provisions hereof. The
provisions of this Agreement shall be construed as to their fair meaning, and not for or against
any party based upon any attribution to such party as the source of the language in question. The
article, section and other headings of this Agreement are for convenience of reference only and
shall not be construed to affect the meaning of any provision contained herein. Where the
context so requires, the use of the singular shall include the plural and vice versa and the use of
the masculine shall include the feminine and the neuter. The term "person" shall include any
individual, partnership, joint venture, corporation, trust, unincorporated association, any other
entity and any government or any department or agency thereof, whether acting in an individual,
fiduciary or other capacity. The words "include" and "including" shall in all instances be
interpreted as though followed by the words "without limitation."
Section 7.7. Amendments.
This e -regiment may be amended or modified only by a written lrlstrument signed by
....� � mob. ......,..........� .�., .......�..».,�...,_ ---_' "___ ----
Buyer and Seller and duly authorized by the City Council.
Section 7.8. No Partnership.
The relationship of the parties hereto is solely that of Seller and Buyer with respect to the
Property and no joint venture, other partnership or agency relationship exists between the parties
hereto. Neither party has any fiduciary relationship hereunder to the other.
Section 7.9. No Third Party Beneficiary.
The provisions of this Agreement are not intended to benefit any third parties.
Section 7.10. Joint and Several Liability.
If Buyer consists of more than one person or entity the liability of such persons and
entities shall be joint and several.
Section 7.11. Limitation of Liability.
Buyer acknowledges and agrees that no member, official or employee of Seller shall be
personally liable to Buyer, or any successor in interest, in the event of any default or breach by
15
City, or for any amount which may become due to Buyer or its successors, or on any obligations
under the terms of this Agreement.
Section 7.12. Recordation; Actions to Clear Title.
Prior to Closing Buyer shall not record this Agreement, any memorandum of this
Agreement, any assignment of this Agreement or any other document which would cause a cloud
on the title to the Property. If Buyer fails to complete its purchase of the Property for any reason,
or if this Agreement shall terminate for any reason not solely due to Seller's default hereunder,
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 Conveyance 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
16
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.
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]
17
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.
SELLER:
City of Rolmert Park
Dated: 12016 By:
0101
Gina Belforte, Mayor
JoAmie M. Buergler, City Clerk
APPROVED AS TO FORM:
In
City Attorney
Dated: 2016 BUYER:
By:
Jeffery Mazet, Partner
K1
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
BEING A PORTION OF COTATI RANCHO, LOCATED IN THE CITY OF ROHNERT
PARK IN SONOMA COUNTY, CALIFORNIA AND MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
BEGINNING AT A POINT WHICH BEARS N 250 39' 10" W. 376.04 FEET FROM THE
NORTHEASTERLY CORNER OF LOT 3 IN BLOCK 2 OF ROHNERT PARK
SUBDIVISION NO 3, UNIT B, AS SAID SUBDIVISION IS RECORDED IN BOOK 85 OF
MAPS, PAGES 1, 2 AND 3 SONOMA COUNTY RECORDS; THENCE FROM THE POINT
OF BEGINNING S. 640 20' 50" W. 149.00 FEET; THENCE N. 25° 39' 10" W. 153.27 FEET;
THENCE N. 440 17'52" W. 44.37 FEET TO A POINT ON THE SOUTHERLY LINE OF
SOUTHWEST BOULEVARD; THENCE ALONG SAID SOUTHERLY LINE, FROM A
TANGENT WHICH BEARS N. 450 42'08" E., AROUND A CURVE TO THE LEFT WITH A
RADIUS OF 790.00 FEET, THROUGH AN INTERNAL ANGLE OF 8° 42' 11 ", A LENGTH
OF 120.00 FEET; THENCE LEAVING THE SAID SOUTHERLY LINE OF SOUTHWEST
BOULEVARD, S. 53° 00' 03" E., 115.00 FEET; THENCE S. 25° 39' 10" E., 140.00 FEET TO
THE POINT OF BEGINNING.
APN: 143-370-010
EXHIBIT A
EXHIBIT B
FORM OF GRANT DEED
RECORDING REQUESTED BY
Title Insurance Company
AND WHEN RECORDED MAIL TO:
Attention:
(Space .Above This Line for Recorder's Use On1))
[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 , a ("Grantee"), all of
Grantor's right, title, and interest in the real property described in Attachment 1 attached hereto and
incorporated herein ("Property").
M M.Ilel 11911J
City of Rohnert Park
Dated: , 201 By:
ATTEST:
In
[FORM — DO NOT EXECUTE]
Mayor
[signature must be notarized]
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
EXHIBIT B
ACKNOWLEDGMENT
A 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 Sonoma )
On , before
(Name of Notary)
notary public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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)
EXHIBIT B