2017/08/08 City Council Resolution 2017-104RESOLUTION NO. 2017-104
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING A PURCHASE AND SALE AGREEMENT WITH
KANDY INVESTMENTS, LLC, FOR THE CITY'S PURCHASE OF PROPERTY AT
6250 STATE FARM DRIVE AND AUTHORIZING THE MAYOR OR CITY MANAGER
TO EXECUTE THE AGREEMENT AND TAKE ALL OTHER ACTIONS NECESSARY
TO CONSUMMATE THE TRANSACTION CONTEMPLATED BY THIS
RESOLUTION
WHEREAS, Kandy Investments, LLC is the owner of that certain real property (the
"Property") consisting of approximately 0.95 acres of vacant commercial property located in the
Downtown District and more particularly described in the Purchase and Sale Agreement attached
hereto as Exhibit 1 and incorporated herein by reference; and
WHEREAS, City desires to purchase the Property in the interest of promoting
implementation of the City's Strategic Plan and development in the Downtown District; and
WHEREAS, City staff and Kandy Investments have drafted the terms of a Purchase and
Sale Agreement, attached hereto as Exhibit 1, to govern the terms and conditions for the purchase
and sale of the Property; and
WHEREAS, section 15061 (b) (3) of the CEQA Guidelines exempts activities that are
covered under the general rule that CEQA applies only to projects that have the potential to cause
significant effects on the environment. Where it can be seen with certainty that there is not
possibility the activity in question may have a significant effect upon the environment, the
activity is not subject to CEQA. The proposed activity only transfers the ownership of the
property from the Kandy Investments to City. Therefore, this activity is exempt from CEQA
because there is no possibility for the conveyance to have an effect on the environment; and
WHEREAS, the City Council considered the passage of this Resolution at its regularly
scheduled meeting on August 8, 2017.
NOW, THEREFORE, the City Council of the City of Rohnert Park does hereby resolve,
determine, find and order as follows:
Section 1. Recitals. The above referenced recitals are true and correct and are incorporated into
and form a material part of this Resolution.
Section 2. Approval ofPropexty Purchase Agreement. The City Council hereby approves and
authorizes the purchase of the Property from Kandy Investments, LLC for a price of One Million
Eight Hundred Fifty Thousand ($1,850,000.00) and approves the Purchase and Sale Agreement
in substantially similar form as provided in Exhibit 1, attached hereto and incorporated by this
reference (the "Agreement"). The City Council authorizes the Mayor or City Manager to execute
the Agreement on behalf of the City of Rohnert Park, subject to minor modifications as may be
approved by the City Attorney.
Section 3. Acceptance of Property. The Mayor or City Manager are hereby authorized and
directed to execute a Certificate of Acceptance for and on behalf of the City of Rohnert Park
accepting the grant of the Property pursuant to the terms of the Agreement.
Section 4. Other Actions Authorized. The Mayor or City Manager 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
confonnity therewith including any extensions to title examinations or other due diligence
periods set forth in the Agreement.
DULY AND REGULARLY ADOPTED this 81h day of August, 2017.
CITY OF ROHNERT PARK
Jake Mackenzie, or
ATTEST:
(J Anne M. Buergler, City Clerk
Attachments: Exhibit 1
AHANOTU: Aye BELFORTE: Aye CALLINAN: Aye STAFFORD: Aye MACKENZIE: Aye
AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0)
(2)
2017-104
EXHIBIT 1
PURCHASE AND SALE AGREEMENT
STANDARD COMMERCIAUINVESTMENT
PURCHASE AGREEMENT
(Non -Residential Or More Than Four Residential Units)
THIS FORM FOR USE
IN CALIFORNIA ONLY
Real Eslele Funns
Since 1996
DEFINITIONS
BROKER includes cooperating broker and all sales persons. DAYS means calendar days, midnight to midnight, unless otherwise specified,
BUSINESS DAY excludes Saturdays. Sundays and legal holidays. DATE OF ACCEPTANCE means the date Seller accepts the offer or the
Buyer accepts the counter offer, and the written acceptance is put in the course of transmission to the other party. This rule also applies to
the removal of contingencies. DELIVERED means personally delivered, transmitted electronically in accordance with applicable laws, by a
nationally recognized overnight courier, or by first class• mail, postage;: prepaid. In the event of mailing, the document wilt be deemed
delivered three (3) business days after deposit; in the event of overnight courier, one (1) business day atter dl,,oslf: and II electroniclallY at
the tune of transmission provided that'a transmission report is generated and retained by the sender reflecting the accllrete transmiaston of
the document. Unless otherwise provided in this Agrearienl or by law, delivery to the agent will constitute delivery to the principal. DATE OF
CLOSING means the date title is transferred. TERMINATING THE AGREEMENT means that both parties are relieved of their obligations
and all deposits will be returned to Buyer. PROPERTY means the real property and any personal property included in the sale.
AGENCY RELATIONSHIP CONFIRMATION. The following agency relationship is hereby confirmed for this transaction and
supersedes any prior agency election:
LISTING AGENT: Kees an & Co in Company, Inc. . __... is the agent of (check one):
(Print Firm Name)
X the Seller exclusively; or ❑ both the Buyer and the Seller.
SELLING AGENT: N/A - No Broker (if not the same as the Listing Agent) is
the agent of (check one): (Print Firm Name)
®the Buyer exclusively; or ❑ the Seller exclusively; or ❑ both the Buyer and the Seller.
Note: This confirmation DOES NOT take the place of the AGENCY DISCLOSURE form (P.P. Form 110.42 CAL).
The Cit1' of Rahned Park, a PoIlllcal Subdivisiort hereinafter designated as BUYER, offers to purchase
The real property commonly known as 6250 State Farm Drive, Rohnert Palk, CA 94928
_A G,AW sl' Co m wreial Buildlnr>., Ionated o an rt�t�rox „mate _95 acre Leet 143-051-021
I Street Ad(fi r:; . I (City]Slale0p) (Parcel #)
FOR THE PURCHASE PRICE OF $ 1.9pri] Oif].43[] (_ One Million Eight lion read Fif#tttyThousjnd ancf nol1D0
dollars) on the fallowing terms and conditions:
1, FINANCING TERMS AND LOAN PROVISIONS. (Buyer represents that the funds required for the initial deposit, additional deposit,
cash balance, and closing costs are readily available.)
A. $5U 000.00 DEPOSIT evidenced by M check, or❑ other:
held uncashed until acceptance and not later than three (3) business days thereafter deposited towards
the purchase price with: Old he ublic Title Company
B. S ADDITIONAL CASH DEPOSIT to be placed in escrow ❑ within days after acceptance,
❑ upon receipt of Loan Commitment per Item 2, ❑ Other: _
C. $_ 1,V , 1. I BALANCE OF CASH PAYMENT needed to close, not including closing costs.
D. $ NEW FIRST LOAN:
❑ FIXED RATE: For years, interest not to exceed %, payable at approximately
$ . per month (principal and interest only), with the balance due in not less than years.
ARM: For years, initial interest rate not to exceed %, with initial monthly
payments of $ and maximum lifetime rate not to exceed %.
❑ Buyer will pay loan fee or points not to exceed
❑ Lender to appraise property at no less than purchase price prior to loan contingency removal.
❑ OTHER TERMS: _
E. $` _ EXISTING FINANCING: ❑ ASSUMPTION OF, ❑ SUBJECT TO existing loan of record described as
follows:
F. $ _ SELLER FINANCING: ❑ FIRST LOAN, ❑ SECOND LOAN, ❑ THIRD LOAN, secured by the property.
❑ Seller Financing Addendum, P.P. Form 131.1-3 CAL, is attached and made a part of this Agreement.
G. $ OTHER FINANCING TERMS:
H. $ 1j0,0 0,(]Q TOTAL PURCHASE PRICE (not including closing costs).
Buyer [ 1 [ 1 and Seller[�I [ 7 have read this page.
CAUTION: The copyright laws of the United States forbid the unauthorized reproduction of this form by any means including
scanning or computerized formats.
Page 1 of 7
FORM 101-C.1 CAL (03.2016) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO, CA PROFESSIONAL
IN PUBLISHING LLC
Form generated by: True Form s' 8DO-499-9612
Property Address (3250 State Farm Drive _ Rohnert Park. CA 94928
2. LOAN APPROVAL. (Please check one of the following):
A. ® CONTRACT IS NOT CONTINGENT upon Buyer obtaining a loan.
B. ❑ CONTRACT IS CONTINGENT upon Buyer's ability to obtain a commitment for new financing, as set forth above, from a
lender or mortgage lrrokrir of Buyer's choice, andlor consent to assumptton of existing financing provided for In this
Agreement, wlthitt days after acceptance, Buyerwlll in good faith use his or her best efforts to.qualify for and obtain
the firiancing and will complete and submit a loan ripplicelion within fly$ (5) days after acceptance. Buyer i_M will 1 j will flat
prov'irfe a [ j prequaliflca tion letter, or ❑ preapproval letter from lender or mortgage brisker based on BLIyer's appliaalion and
credit report within days after acceptance. In the event a loan commitment or consent is obtained but not timely
honored without fault of Buyer, buyer may terminate this Agreement.
3. BONDS AND ASSESSMENTS. All bonds and assessments which are part of or paid with the property tax bill will be assumed by
the Buyer. In the event there are other bonds or assessments which have an outstanding principal balance and are a lien upon the
property, the current installment will be prorated between Buyer and Seller as of the date of closing. Future installments will be
assumed by Buyer WITHOUT CREDIT toward the purchase price, EXCEPT AS FOLLOWS;
This Agreement is conditioned upon both parties verifying and approving
in writing the amount of any bond or assessment to be assumed or paid within thirty (30) days after acceptance.
4. PROPERTY TAX. Within seven (7) days after acceptance, Seller will deliver to Buyer for his or her approval a copy of the latest
pfopa;lty tax bill. Buyer is advised that (a) the property will be reassessed upon change of ownership which may result in a tax
Increase- and (b) the tax bill may not Include curtain exempt Items such as school taxes on property awned by seniors. Buyer
should make further inquiry at the assessor's office. Within thirty (36 days after acceptance Tif-the-Ml-Ml—,, Buyer will In writing approve
or disapprove the tax bill. In the event of disapproval, Buyer may terminate this Agreement,
DESTRUCTION OF IMPROVEMENTS. If the improvements of the property are destroyed, materially damaged, or found to be
materially defective as a result of such damage prior to close of escrow, Buyer may terminate this Agreement by written notice
delivered to Seller or his or her Broker, and all unused deposits will be returned. In the event Buyer does not elect to terminate this
Agreement, Buyer will be entitled to receive, in addition to the property, any insurance proceeds payable on account of the damage
or destruction.
EXAMINATION OF TITLE. In addition to any encumbrances assumed or taken "subject to," Seller will convey title to the property
subject only to: [1) real estate taxes not yet due; and [2] covenants, conditions, restrictions, rights of way and easements of record,
if any.
Within seven (7) days after acceptance, Buyer will order a Preliminary Title Report and copies of CC&Rs and other
documents of record if applicable. Within thirty (30) days after acceptance, Buyer will report to Seller in writing any valid objections to
title Contained in such report (other than monetary liens to be paid upon close of escrow). If Buyer objects to any exceptions to the
title, Seller will use due diligence to remove such exceptions at his or her own expense before close of escrow. If such exceptions
cannot be removed before close of escrow, this Agreement will terminate, unless Buyer elects to purchase the property subject to
such exceptions. If Seller concludes he or she is in good faith unable to remove such objections, Seller will so notify Buyer within
ten (10) days after receipt of said objections. In that event Buyer may terminate this Agreement.
EVIDENCE OF TITLE will be in the form of a policy of title insurance, issued by Old Republic �i a Cam party _
paid by ❑ Buyer, X Seller, ❑ Other NOTE: Buyer should discuss the type of
policy with the title company of his or her choice at the time escrow is opened. In the event a lender requires an ALTA lender's
policy of title insurance, X Buyer, ❑ Seller will pay the premium.
9. PRORATIONS. Rents, real estate taxes, interest, payments on bonds and assessments assumed by Buyer, and homeowners
association fees will be prorated as of the date of recordation of the deed. Security deposits, advance rentals, or considerations
involving future lease credits will be credited to Buyer.
10, CLOSING. Full purchase price to be paid and deed to be recorded ❑ on or before , OR X within 45 days
after acceptance. If the closing date falls on a Saturday, Sunday or holiday, the close of escrow will be on the next business day.
Both parties will deposit with an authorized escrow holder, to be selected by Buyer, all funds and instruments necessary to
complete the sale in accordance with the terms of this Agreement. N Where customary, signed escrow instructions will be
delivered to escrow holder within 15 days after acceptance. Escrow fee to be paid by _ Sr,l_yar I Seller - 50150
County/City transfer tax(es), if any, to be paid by Seller . Unless the transaction is exempt, the escrow
holder is instructed to remit the required tax withholding amount to the Franchise Tax Board from the proceeds of sale.
THIS PURCHASE AGREEMENT TOGETHER WITH ANY ADDENDA WILL CONSTITUTE JOINT ESCROW INSTRUCTIONS TO
THE ESCROW HOLDER.
f '0
Buyer f l [ 1 and Seller f 1 have read this page.
CAUTION: The copyright laws of the United States forbid the unauthorized reproductlon of this form by any means including
scanning or computerized formats.
Page 2 of 7 PROFESSIONAL
FORM 101-C.2 CAL (03.2016) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO. CA IN PUBLISHING LLC
Form generated by: True Form s'' 800-499-9612
Property Address 621au Stalrr f=arm Drive Rohnert Park GA 949283 __
11. PHYSICAL POSSESSION. Physical possession of the property, with keys to all property locks, alarms, and garage door openers,
will be delivered to Buyer (check one):
X On the date of recordation of the deed, not later than 5:00 ❑ a m., X p.m„
❑ On the day after recordation, not later than ❑ a m., Up. m,
12. FIXTURES. All items permanently attached to the property, including light fixtures and bulbs, attached floor coverings, all attached
window coverings, including window hardware, window and door screens, storm sash, combination doors, awnings, TV antennas,
burglar, fire, smoke and security alarms (unless leased), pool and spa equipment, solar systems, attached fireplace screens, electric
garage door openers with controls, outdoor plants and trees (other than in movable containers), are included in the purchase price free
of liens, EXCLUDING: _ _ If
checked ❑ trade fixtures are not included in the sale, but Sella, will pay for all costs 'necessary to repair any damage to the
premises caused by the removal.
13. INSPECTIONS OF PROPERTY. Buyer will have the right to retain, at his or her expense, licensed experts including but not limited
to engineers, geologists, architects, contractors, surveyors, arborists, and structural pest control operators to inspect the property
for any structural and nonstructural conditions, including matters concerning roofing, electrical, plumbing, heating, cooling,
appliances, well, septic system, pool, boundaries, geological and environmental hazards, toxic substances )secluding asbestos,
mold, formaldehyde, radon gas, and lead-based paint. F.*irr,-til-refit"-teef-E,+ Her r,wvAiting�rn�ii•pratt4latl)"ttr^''isl'r; t+i"tT° trostt�'
9etier-copies-pfiaff-writtrsrr'mspe�tivn•repmts�btZmre�. Buyer will approve or disapprove In writing all Inspection repurls obtained
within fiftes % (45)•(er 30 ) days after acceptance. In the event of Buyer's disapproval of Inspection reports, or discovery of other
material facts affecting the value or desirability of the property, Buyer may, within the time stated or mutually agreed upon
extension, elect to terminate this Agreement, or invite Seller to negotiate repairs. (See RP. Form 101-M, Addendum Regarding
Removal of Inspection Contingencies.)
14. ACCESS TO PROPERTY. Seller agrees to provide reasonable access to the property to Buyer and inspectors, appraisers, and all
other professionals representing Buyer.
15. NOTICE OF VIOLATIONS, By acceptance, Seller warrants that he or she has no written notice of violations relating to the property
from City, County, State, Federal or any other governmental agencies.
16. DISABILITY ACCESS REQUIREMENTS. The buyer is alerted to the existence of Federal and state requirements under the
Americans with Disabilities Act, which may require costly structural modifications to the property. CA Civil Code Section 55.53
describes inspection by a Certified Access Specialist (CASp) to determine whether the property does or does not meet all
applicable construction -related accessibility standards. Such an inspection may limit the extent of and statutory damages from ADA
claims pursuant to SB 1186.
17. INCOME AND EXPENSE STATEMENT. Within seven (7) days of acceptance, Seller will deliver to Buyer, for his or her approval,
a true and complete statement of rental income and expenses. Within thirty (30) days after acceptance, Buyer will
notify Seller in writing of his or her approval or disapproval. In case of disapproval, Buyer may terminate this Agreement.
18. SERVICE CONTRACTS. Within seven (7) days of acceptance, Seller will furnish Buyer, for his or her approval copies of any
service and/or equipment rental contracts with respect to the property which run beyond close of escrow. Within thirty (30) days after
acceptance Buyer will notifiy Seller in writing of his or her approval or disapproval, in case of disapproval, Buyer may terminate this
Aggreement.
0111raeVet1
elexiMing ICB305 and rent. -I .-w- mirmerits. Within seven (�f) days a! ecalpt of the doetiments. Buyer Vil" ii6tifY Sell& H Wfitimll
or -see ti ity deposit -
20. CHANGES DURING TRANSACTION. During the pendency of this transaction, Seller agrees that no changes in the existing
leases or rental agreements will be made, nor new leases or rental agreements entered into, nor will any substantial alterations or
repairs be made or undertaken to the property without the written consent of the Buyer.
21. MAINTENANCE. Seller will maintain the property until the closing in its present condition, ordinary wear and tear excepted. The
heating, ventilating, air conditioning, plumbing, elevators, loading doors, and electrical systems will be in good operating order and
condition as of the time of closing.
22. WALK-THROUGH INSPECTION. Buyer will have the right to conduct a walk-through inspection of the property within 5
days prior to close of escrow, to verify Seller's compliance with the provisions under Item 12, FIXTURES, and Item 20,
MAINTENANCE. This right is not a condition of this Agreement, and Buyer's sole remedy for an alleged breach of these items is a
clam for damages. Ui lities are to r:mma rl tufr)ed on until transfer of possession.
Buyer I_ ,i 9 and Seller I i%r I I 1 havo read this page.
CAUTION: The copyright laws of the United States forbid the unauthorized reproduction of this form by any means including
scanning or computerized formats.
Page 3 of 7 PROFESSIONAL
FORM 101-C.3 CAL (03-2016) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO, CA 1Y PUBLISHING LLC
Form generated by: True Forms" 800-499-9612
Property Address 6250 State Final Drivr R'I nerd Park. CA 94978
23. COMPLIANCE WITH LOCAL LAWS. Seiler will comply with any local laws applicable to the sale or transfer of the property,
including but not limited to: Providing inspections and/or reports for compliance with local building and permit regulations, including
septic system inspection reports; compliance with minimum energy conservation standards; and compliance with water
conservation measures. All required inspections and reports will be ordered within three (3) days after acceptance and will be
paid by ❑ Seller, ❑ Buyer. If Seller does not agree within five (5) days after receipt of a report to pay the cost of any repair or
improvement required to comply with such laws, Buyer may terminate this Agreement. It is understood that if Seller has given
notice that necessary permits or final approvals were not obtained for some improvements, Seller will not be responsible for
bringing the improvements into compliance unless otherwise agreed.
24. OPTIONAL PROVISIONS. The provisions in this Item 24, if initialed by Buyer are included in this Agreement.
24-A. I [__J MAINTENANCE RESERVE. Sutler agrees to leave In escrow rd maintenance ressrve In the amount of $
If, in the reasonable opinion of a qualified technician, any of the equipment listed under Item 20, MAINTENANCE. is
not in working order, Buyer will furnish Sellar a copy of the technician's Inspection report andlor submit written notice to Seller of
non-compliance of any of the terms under Item 20, MAINTENANCE, within five (6) days after occupancy Is delivered.
In the event Seller fails to make the repairs andlor corrections within five (5) days after receipt of said report or notice.
Seller authorizes the escrow holder to disburse to Buyer against bills for such repairs or corrections the sum of such bills, not to
exceed the amount reserved. Said reserve will be disbursed to Buyer or returned to Seller not later than fifteen (15) days after
date occupancy is delivered.
24-B. I I FLOOD HAZARD ZONE. NUyer has Deer) advised that the property Is located in a special flood hazard
area designated by the f=ederal Ertlerrgency Management Agency (FEMA). It will be necessary to purchase flood insurance in
order to obtain any loan secured by tho property from any federally regulated linancial irlstltutiorf or A loan insured or guaranteed
by an agency of the U.S. Government. The purpose of the program Is to provide flood insurarioe at reasonable cost. For further
information consult your lender or insurance carrier.
24-C. I I I EARTHQUAKE FAULT OR SEISMIC HAZARD ZONE DISCLOSURES. The property is situated In a
Earthquake f=ault Zoite or Seismic Hazard Zone as de;signatecl undar §§2621-2025 and §§269D•.2699.6 of the California Public
Resources Code. Construction or development of any structure for human occupancy may be resteicted. No representations oil
the subject are made by Seller or Broker. Buyer may make further independent inquiries at appropriate governmental agencies
conceming the use of the property under the terms of the above statutes, Within seven (T) days after acceptance, Buyer will
notify Seller in writing of satisfaction or dissatisfaction of said inquiries. In case of dissatisfaction Buyer may terminate this
Agreement.
24-D. [_ L_] PROBATEICONSERVATORSHIP SALE. Pursuant to the California Probate Code, this sale is subject to
court approval at which time the court may allow open competitive bidding. An "AS IS" Addendum (P.P, Form 101 -AI) ❑ is, ❑ is
not attached and made a part of this Agreement.
24-E. [_1 I_] RENT CONTROL ORDINANCE. Buyer is aware that a local ordinance is in effect which regulates the
rights and obligations of property owners. It may also affect the manner in which future rents can be adjusted.
24-F.��I [�� TAX DEFERRED EXCHANGE (INVESTMENT PROPERTY). In the event that Seller wishes to enter into a
tax deferred exchange for the property, or Buyer wishes to enter into a tax deferred exchange with respect to property owned by
him or her in connection with this transaction, each of the parties agrees to cooperate with the outer party in connection with such
exchange, including the execution of such documents as may be reasonably necessary to complete the exchange; provided that:
(a) the other party will not be obligated to delay the closing; (b) all additional costs In connection with the exchange wilt be borne
by the party requesting the exchange; (c) the other party will not be obligated to execute any note, contract, deed or other
document providing for any personal liability which would survive the exchange; and (d) the other party will not take title to any
property other than the property described in this Agreement. It is understood that a party's rights and obligations under this
Agreement may be assigned to a third party intermediary to facilitate the exchange. The other party will be indemnified and held
harmless against any liability which arises or is claimed to have arisen on account of the exchange.
24-G. [] [ I PERSONAL PROPERTY. The purchase price includes all furniture and furnishings and any other
personal property owned by Seller and used in the operation of the property per attached signed inventory, receipt of which is
hereby acknowledged. This inventory is incorporated by reference. The personal property will be transferred to Buyer by
a Warranty Bill of Sale delivered at closing.
25. DEFAULT. In the event Buyer defaults in the performance of this Agreement (unless Buyer and Seller have agreed to liquidated
damages), Seller may, subject to any rights of Broker, retain Buyer's deposit to the extent of damages sustained and may take
such actions as he or she deems appropriate to collect such additional damages as may have been actually sustained. Buyer will
have the right to take such action as he or she deems appropriate to recover such portion of the deposit as may be allowed by
law, In the event that Buyer defaults (unless Buyer and Seller have agreed to liquidated damages) Buyer agrees to pay the
Broker(s) any commission that would be payable by Seller in the absence of such default
Buyer f 1 r and Seller j —] f ] have read this page.
CAUTION: The copyright laws of the United States forbid the unauthorized reproduction of this form by any means including
scanning or computerized formats, PROFESSIONAL
Page 4 of 7 1
FORM 101•C.4 CAL (03-2016) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO. CA
Form generated by: Tr'ticForm s'" 800-499-9612
Property Address _ 62 50 Stale Fat tit Drive Ro-hnert Park, CA A4928
26. ATTORNEY FEES. In any action arbitration, or other proceeding involving a dispute between Buyer and Seller arising out of the
execution of this Agreement or the sale, whether for tort or for breach of contract, and whether or not brought to trial or final
judgment, the prevailing party will be entitled to receive from the other party a reasonable attorney fee, expert witness fees, and
costs to be determined by the court or arbitrator(s).
27. EXPIRATION OF OFFER. This Offer will expire unless acceptance is delivered to Buyer or lo Rhond:L [Dte in ar) Bnan Kee9nn
5egan & Co in Co -,Inc (Buyer's Broker) on or before (date) _August 10. 2017 _ (time) 5:06.(� aan. Kp.m.
28. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which is deemed to be an original.
29. CONDITIONS SATISFIEDIWAIVED IN WRITING. Each condition or contingency, covenant, approval or disapproval will be
satisfied according to its terms or waived by written notice delivered to the other party or his or her Broker.
30. TIME. Time is of the essence of this Agreement;
.- -- -lee. to
! c
31, LIQUIDATED DAMAGES. By initialing in the spaces below,
Buyer agrees [�� (_� Buyer does not agree
Seller agrees,}',' 1 U Seller does not agree
that in the event Buyer defaults in the performance of this Agreement, Seller will retain as liquidated damages the
deposit set forth in Items 1-A and 1-B, and that said liquidated damages are reasonable in view of all the circumstances
existing on the date of this Agreement. In the event of additional deposit(s) required under Item 1-B, the parties will
execute a similar liquidated damages provision as required by law. In the event that Buyer defaults and has not made
the deposit required under Item 1-B or refuses to execute the liquidated damages provision with respect to such
additional deposit, then Seller will have the option of retaining the initial deposit or terminating the obligations of the
parties under this Item 30 and recovering such damages from Buyer as may be allowed by law. The parties understand
that in case of dispute mutual cancellation instructions are necessary to release funds from escrow or trust accounts.
32. MEDIATION OF DISPUTES. If a dispute arises out of or relates to this Agreement or its breach, by initialing in the "agree" spaces
below the parties agree to first try in good faith to settle the dispute by voluntary mediation before resorting to court action or
arbitration, unless the dispute is a matter excluded under Item 33 — ARBITRATION. The fees of the mediator will be shared
equally between all parties to the dispute. If a party initials the "agree" space and later refuses mediation, that party will not be
entitled to recover prevailing party attorney fees in any subsequent action.
I I Buyer agrees (_� L� Buyer does not agree
Tj j f Seller agrees [] f__1 Seller does not agree
Buyer [ 1 f 1 and Seller � r 1 have read this page.
CAUTION: The copyright laws of the United States forbid the unauthorized reproduction of this form by any means including
scanning or computerized formats.
Page 5 of 7 PROFESSIONAL
FORM 101-C.5 CAL (03-2016) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO, CA IPA]PUBLISHING LLC
Form generated by: I'llie Forms" 800-499-9612
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Buyer [ 1 f 1 and Seller � r 1 have read this page.
CAUTION: The copyright laws of the United States forbid the unauthorized reproduction of this form by any means including
scanning or computerized formats.
Page 5 of 7 PROFESSIONAL
FORM 101-C.5 CAL (03-2016) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO, CA IPA]PUBLISHING LLC
Form generated by: I'llie Forms" 800-499-9612
Property Address G2rO State Farm Drive Rphnert Park, CA94928
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34. SURVIVAL. The omission from escrow instructions of any provision in this Agreement will not waive the right of any party. All
representations or warranties will survive the close of escrow.
35. ENTIRE AGREEMENTIASSIGNMENT PROHIBITED. This document contains the entire agreement of the parties and
supersedes all prior agreements with respect to the property which are not expressly set forth. This Agreement may be modified
only in writing signed and dated by both parties. Buyer may not assign any right under this agreement without the prior written
consent of Seller. Any such assignment will be void and unenforceable.
36. ADDENDA. The following addenda are attached and made a part of this Agreement:
Addendum No. Standard Commercial Building Purchase Conditions Addendum; Standard Sale Disclosure Addendum One;
j� Addendum No. _ Exhibit A -Parcel Map: Sale DisCIDSUre and Confirmation Regarciinc, Ideal Estate Agency Relationshir:
NOTICE: Pursuant to Section 290.46 of the Penal Code, information about specified registered sex offenders is made available
to the public via an Internet Web site maintained by the Department of Justice at http:Ilwww.meganslaw.ca.gov.
Depending on an offender's criminal history, this information will include either the address at which the offender resides
or the community of residence and ZIP Code in which he or she resides.
LIMITATION OF AGENCY: A real estate broker or agent is qualified to advise on real estate. If you have any questions
concerning the legal sufficiency, loyal effect, insurance, or tax consequences of this document or the related transactions,
consult with your attorney, accountant or insurance advisor.
The undersigned Buyer acknowledges that he or she has thoroughly read and approved each of the provisions of this Offer
and agrees to purchase the property for the price and on the terms and conditions specified.
Buyer _ _ Date Time
Buyer _ Date _ _ Time
Address �/
Buyer I l I 1 and Seller I \" L i r 1 have read this page.
CAUTION: The copyright laws of the United States forbid the unauthorized reproduction of this form by any means including
scanning or computerized formats.
Page 6 of 7
FORM 101-C.6 CAL (03-2016) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO, CA
Form generated by: True Forms" 000-499-9612
Pd PUBLISHING LLC
AL
Property Address _6250 State Farm Drive __pahnert Park. CA 94928
ACCEPTANCE
Seller accepts the foregoing Offer and agrees to sell the property for the price and on the terms and conditions specified.
NOTICE: The amount or rate of real estate commissions is not fixed by law. They are set by each Broker individually
and may be negotiable between the Seller and Broker.
37. COMMISSION. Seller agrees to pay in cash the following real estate commission for services rendered, which commission Seller
hereby irrevocably assigns to Broker(s) from escrow:
2,5% of the accepted price, or $` to the listing broker: Kerfn_ Cf�on, _om.nnny Inc.
and 0% of the accepted price, or $ to the selling broker: N/A - No Broker
without regard to the agency relationship. Escrow instructions with respect to commissions may not be amended or revoked
without the written consent of the Broker(s).
If Seller r'ecelves liquidated or other damages upon default by Buyer, Seller :agrees to pay BrDker(s) the lesser of the amount
ptovlded for above or one half of the damages after deducting any costs of collection, Including reasonable attorney fees without
prejudice (tr Brokers nfpts io racover we beiiance of tIIL +onlmisslDn from Buyer. Commission will also be payable upon any
default by Seller, or the mubjul rescission by Buyer awd Seller without the written consent of the Broker(s), which prevents
completion of the purchase. This Agreement will not limit the rights of Broker and Seller provided for in any existing listing
agreement.
In any action for commission the prevailing party will be entitled to reasonable attorney fees, whether or not the action is
brought to trial or final judgment.
38. PROVISIONS TO BE INITIALED. The following items must be "agreed to" by both parties to be binding on either party. In the
event of disagreement, Seller should make a counter offer.
Item 31. LIQUIDATED DAMAGES Item 32. MEDIATION OF DISPUTES Item 33. ARBITRATION OF DISPUTES
Sellar acknowledges receipt of a copy .of this A reement. Authorization is given to the Broker(s) in this transaction to deliver
a signed copy to Buyer. Members ❑ may may not disclose the terms of purchase to members of a Multiple Listing
Service, Board or Association of REALTORSe at close of escrow.
39. IF CHECKED ❑ACCEPTAN E IS SUBJECT TO ATTACHED COUNTEROFFER DATED
Salle lbi ! ,7I [� t Seller .
(Signature) Ci C
(Please Print Name)
Date '2 ED - 1 Time o " Date
Address 5 Q ��`1 c 4�,tJz � �, J A SZ,
(Signature)
(Please Print Name)
Information Regarding Real Estate Licensees Acting As Agents In This Transaction:
Selling Broker N/A - No Broker BRE License #
By_
(Real Estate Agent for Buyer)
Address
Telephone
Fax
Time
License # Date
City/State/Zip
E -Mail
Listing Broker Keegan & Cop in Company,Inc. BRE License # 00531022
By License # 01206401 / 01885655 Date
(Real Estate Agent for Seller) Rhonda Deringer / Brian Keegan
Address 1355 N. JDLJJ1tnn Avenue City/State/Zip Santa Rosa, CA 95401
Telephone 707-528-1400 Fax 7{)7-524-1419 E -Mail RDerin erlBKeegan Kee anC4 ln.com
Note that neither the Real Estate Brokers nor the Real Estate Agents are parties to the Purchase Agreement
between the Buyer and Seller.
CAUTION: The copyright laws of the United States forbid the unauthorized reproduction of this form by any means including
scanning or computerized formats.
Page 7 of 7
FORM 101-C.7 CAL (03-2016) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO. CA
Form generated by: True Forms" 600-499-9612
Pi PROFESSIONPUBLISHING LCL`
ADDENDUM -"AS IS" SALE
To Agreement dated July, 14 2 2011 between Kandy Investments, LLC, aCalifornia I.Imilod (jobitlty Company , Seller
a n d The City of Rohnert Park, a Political Subdivision Buyer, concerning ,property commonly known as
6250 State Farm Driyll Rohnert Park, CA 54928 _ ("Properly").
The Property being sold is not new and neither Seller nor Seller's agent warrant the condition of the property, which is
sold in its present "AS IS" condition except that all systems shall be delivered in good working order at the Close of Escrow.
Buyer understands and agrees that Sellor, his or her agents or assigns, will not, after close of escrow, be responsible
for the repair, replacement, or modification of any deficiencies, malfunctions or mechanical defects in the material,
workmanship, or mechanical components of the structures, improvements, or land, including but not limited to: heating,
plumbing, electrical or sewage disposal system, well or other water supply system, drainage or moisture conditions, foundations,
air conditioning, hot water heater, pools, spas, solar systems, appliances, roof, or damage by or presence of pests, mold,
or other organisms, This provision supersedes all other provisions in the Purchase Agreement regarding the condition
of the Property (except those relateing to destruction of improvements, risk of loss, compliance with local laws applicable
to the sale or transfer of property, and leaving property free of debris and personal property). However, Seller agrees the
Property (including all structures, pool, spa, grounds and landscaping) will be maintained and delivered to Buyer at close
of escrow in the same or better condition than as of the date of acceptance or, if there is an inspection contingency, as
of the time the inspection contingency is removed.
Buyer has been advised to carefully inspect the Property personally, and to obtain inspection reports from qualified
experts regarding all systems and features of the Property including boundary lines, lot and dwelling size, roof, plumbing,
electrical, appliances, sewers, septic system, soil conditions, foundation, heating, air conditioning, structural components,
pool and related equipment, and any possible environmental hazards, pest, or mold infestation or infection.
Seller agrees to permit Buyer and Buyer's representatives reasonable access to the Property to complete the inspections.
Buyer will notify Seller in writing, within the inspection contingency period specified in the purchase agreement (or, if not
specified, within 30 days from date of acceptance) that the condition of the Property is either acceptable or
unacceptable. If the Buyer finds the Property acceptable, Buyer agrees to take the Property in its present "AS IS"
condition as of the Close of Escrow. Should Buyer find the Property unacceptable, the Buyer has the option of terminating
the Purchase Agreement.
Buyer is not relying upon Seller or Seller's agent to investigate and report on the condition of the Property other than
conditions known by the Seller or Seller's agent and noted on any disclosure statements that have been provided. In all
other respects, Buyer agrees that he or she is relying exclusively upon Buyer's own inspection and that of experts retained
by Buyer as to the condition of the physical features of the Property and location of the boundary lines.
The parties understand that, even though this is an "AS IS" sale, the Seller is obligated by law to reveal all known defects
of a material nature of which the Seller is aware. This "AS IS" agreement does not relieve the Seller of the obligation to
deliver the property in a neat and clean condition with debris and personal belongings removed. The parties do not intend
by this Addendum to waive any provision of the law requiring that the Seller or the agents furnish disclosure statements,
nor do the parties intend to waive any provisions of local laws requiring inspections or reports.
Buyer
Date Buyer _ Date _
Sellery Date 1_?/�117 Seller _ Date
CAUTION; The copyright laws of the United States forbid the unauthorized reproduction of this form by any means including
scanning or computerized formats.
FORM 101 -AI (7-2011) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO, CA I PROFESSIONAL
I�
PUBLISHING LLI
Form generated by:'I'rueForms" 800-499-9612
STANDARD COMMERCIAL BUILDING PURCHASE CONDITIONS ADDENDUM
To Purchase Agreement by and between
Buyer The Ciiy of Rohnert Park, a Political Subdivision and
Seller Kandy Investments, LL.C', a California Limiled l ial ity Chiu r_ sem.
For Property located at 6250 Swic 1;,:rin Il rive, Roirnert Parke CA 94`-!ZH
This Addendum is entered into to supplement and modify the terms of the "Standard Commercial/Investment
Purchase Agreement" concurrently signed by the Buyer and Seller. Except as stated herein, the terms of that
agreement remain unchanged. To the extent of any inconsistency in the terms of that agreement and this Addendum, this
Addendum shall be controlling.
Buyer to diligently proceed to satisfy conditions, however, final approval or disapproval is at Buyer's sole discretion. This
shall include existing information provided by Seller and other reports prepared by Buyer's experts.
Buyer shall conduct a complete feasibility and investigation of the subject property to determine if property is suitable for
Buyer's intent, as a property to occupy or as an investment, including but not limited to the following:
1. This offer is subject to the following conditions precedent:
Iity K view forllze I':u�ural/Prop!► rty:
In order for Buyer to acquire the Parcel/Property, Buyer must perform a due diligence investigation of the
Parcel/Property ("Due Diligence Review"). Buyer shall have thirty (30) days from full execution of the Purchase
Agreement to perform any studies, or investigate any issues that may affect the Parcel/Property, including without
limitation; a Phase 1 environmental review, physical condition, appraisal, title, at Buyer's sole cost and discretion, to
satisfy themselves as to the price, title and suitability of the Parcel/Property, including the following:
A. Physical Condition: Buyer and/or his contractor to inspect and approve the subject property with respect to its
mechanical, electrical, HVAC, roof, walls, structural foundation, drainage, site improvements, utility services to
building, seismic bracing, termites, hazardous waste, mold, moisture or leaks which could lead to mold, soils and
general physical integrity within thirty (3 0) days of acceptance hereof.
B. Zoning: Buyer to verify to his satisfaction, zoning, General Plan consistency, obtain a use pert -nit if required, and
zoning compliance within thirty (30) days of acceptance hereof.
C. Size of Property and Building: Buyer to verify to his satisfaction the Property boundaries, Building floor area
(square feet), and land area (acres or square feet) within thirty (30) days of acceptance hereof.
D. Title Report: Buyer to review and approve title report including all exceptions, easements, right-of-ways,
assessments and liens within thirty (30) days of acceptance hereof. Seller shall remove any exceptions which are
not acceptable to the Buyer prior to close of escrow. If exception is unable to be removed at a reasonable cost and
time by Seller, then Seller or Buyer may cancel contract if Buyer does not accept subject exception.
E. Biological Environmental Issues: Buyer to inspect and approve issues concerning endangered species, wetlands,
CTS, special status of plant species and Hydrologic conditions, if applicable within thirty (30) days of acceptance
hereof.
F. Pest Control: Buyer to obtain a pest control inspection report for any perimeter foundation or wood frame buildings
or at Buyer's option for others. Buyer to review and approve said report within thirty (30) days of acceptance
hereof, including infestation and preconditions.
G. Income and Expenses: Buyer to review and approve operating profit/loss statements, financials, tax returns and all
income and expenses, including taxes, insurance, utilities, maintenance, repairs , tenant reimbursement, capital
outlays for the subject property for the last three (3) years within thirty (30) days of acceptance hereof.
Buyer's Initials Seller's Initials
Page 1 of 3
H. Standard Sale Disclosure: Buyer and Seller acknowledge attached "Standard Sale Disclosure Addendum".
Buyer shall obtain and approve reports from experts in connection with any disclosure or evidence of such
hazardous material or mold or any indication of mold infestation within thirty (30) days of acceptance hereof. if
Buyer and Seller do not elect to share or separately pay for removal or cleanup, then this offer shall terminate.
I. Statement of Property Conditions: Buyer to review and approve all of the items of the "Statement of Property
Condition" within thirty (30) days of acceptance hereof.
J. Property and Liability Insurance: Buyer to be able to obtain property and liability insurance for the subject
property at a rate deemed to be reasonable by Buyer. Buyer to obtain a written commitment for property and
liability insurance for the subject property at rates acceptable to Buyer within thirty (30) days of acceptance hereof.
K. Natural Hazards: Buyer to review and approve the JCP Professional Report (Natural Hazards) within thirty (30)
days after acceptance.
L. Environmental Hazard Report: Buyer, at its option, to obtain and approve an environmental hazard report
prepared by a professional as to the presence or past existence of hazardous substances, contaminated water or
above or underground storage facilities on the subject property or surrounding properties within thirty (30) days
after acceptance.
M. Survey: Buyer, at its option, to obtain and approve a survey and topography study to determine property corners,
land area and engineering feasibility of site within thirty (30) days after acceptance. Alternatively, Buyer to
ascertain property boundaries and site area to his satisfaction within the same period.
N. Appraisal: Buyer, at its option, to obtain and review an appraisal of the subject property.
If any of the above conditions are not satisfied and approved in writing or waived by the Buyer in writing in the times stipulated
above, or if there is no mutually agreed upon extension, then this Agreement shall be terminated with no further liability to the
Seller hereunder, and Buyer shall be refunded its $50,000.00 deposit. If Professional Publishing form is used, strike Paragraph 30
in its entirety except "Time is of the essence of this Agreement." Paragraphs 3, 4, 7, 17, and 18 shall all be changed to within
thirty (30) days of acceptance to be consistent with time frame herein. Paragraph 13 of PP form to have same time frame as
paragraph I A herein. This Addendum is precedent for time periods and conditions over the Professional Publishing printed form.
2. Seller to deliver to Buyer the following existing reports and information within the times stipulated below in order to
facilitate Buyer's due diligence:
A. Statement of Property Condition completed and signed by Seller and agents and Commercial Property Owner's
Guide to Earthquake Safety within seven (7) days of acceptance hereof.
B. A,I.R. Seller's Mandatory Disclosure (Natural Hazards) Statement or a Natural Hazards Report within seven (7)
days of acceptance hereof.
C. All studies, approvals or reports previously obtained by Seller or in the possession of Seller including environmental
studies, pest control investigations, well reports, code violations -orders, building reports, survey of property,
appraisals plans, specifications, soils reports, title reports, CC&R's, Association budget, archaeological, wetlands,
biotic, structural or seismic reports, entitlements, approvals, building permits, design review or use permits within
seven (7) days of acceptance hereof.
D. Operating profit and loss statements and tax returns and support information for the last three years including capital
outlays, maintenance, utilities, repairs, income, taxes and insurance itemized within seven (7) days of acceptance
hereof.
E. Seller to provide copies of all agreements, contracts, vendor agreements, within seven (7) days of acceptance hereof.
Seller shall permit Buyer and Buyer's agents, employers, contractors with reasonable notice to enter into and upon
the property to inspect property and to conduct, at Buyer's sole expense, surveys, soils, structural, environmental,
building, seismic, wetlands, biotic and other investigations at Buyer's discretion to complete Buyer's due diligence.
Buyer agrees to keep property free of liens and claims arising out of said investigations and to defend, indemnify
and hold harmless Seller from any claims or actions arising out of Buyer"in.specoon, conduct of inv i L it
Buyer's Initirtls Seller's initials 1
Page 2 of 3
testing of Seller's property. Buyer agrees to repair and replace and bring back to original condition and pay for
any damage arising out of said inspections and expert investigations and give a copy of the reports, studies,
inspection reports so obtained during the investigation to the Seller. Buyer's obligation under this paragraph shall
survive any termination of this Agreement.
4. BUYER'S REPRESENTATIONS: The party executing this agreement on behalf of Buyer has full power to
execute, deliver and carry out terms and provisions of this agreement and any of the other agreements,
instruments and documents herein required to be made or delivered by Buyer pursuant hereto.
Buyer has not made a general assignment for benefit of creditors, filed a voluntary petition of bankruptcy,
suffered the filing of creditors, a receiver, attachment or other judicial service of assets and has a sound financial
standing in order to make the proposed acquisition.
5. SELLER'S REPRESENTATIONS: Seller has received no notice of and, except as disclosed in writing, to the
best of Seller's knowledge, there is no violation of any local, state or federal government agency, including
environmental, zoning, handicap, fire hazard, ordinance, code, regulations, rule or order. Seller has no
knowledge of threatened, pending or proposed condemnation, taking proceedings or governmental actions to
modify the zoning or condition, or purchase in lieu, for all or any pall of property.
To the best of Seller's knowledge, there has been no release, storage or disposal of hazardous materials on the
property during the pendance of Seller's ownership of the subject property except as disclosed in writing herein.
Buyer is advised by Seller to undertake a full due diligence study of the property including test, investigations, and
expert reports to determine the suitability of the property for Buyer's use and determine the actual economic,
physical and entitlements aspect of the property.
Seller has no knowledge of pending or threatened litigation or governmental proceedings, except as disclosed in
writing herein, affecting Seller or the property that relates to the enforcement of this agreement. The
consummation of this contract shall not constitute a violation or breach by Seller of any contract or instrument
or will result in the violation of any law, order or regulation of any governmental authority affecting the Seller.
Seller is the owner in fee simple of property and the party signing hereto has the full right, power and authority to
enter into this agreement and to execute all documents required hereto, and there are no recorded or unrecorded
leases affecting the property.
Seller is not a foreign person within the meaning of Section 1445 and 7701 of the Internal Revenue Code of 1954
(IRC), i.e. The Seller is not a non-resident, alien, foreign corporation, foreign partnership, foreign trust or foreign
state as those terms are defined in the IRC and income tax representation.
6. Seller to assign and Buyer to accept all the Seller's, right, title, interest, liabilities and obligations pertaining to the
subject property prior to the close of escrow.
7. Seller shall convey to Buyer at close of escrow fee simple title to the property by grant deed subject to the
exceptions set forth in the approval of the title report. Title shall be insured by a CLTA or at Buyer's option, an
ALTA title insurance policy, ALTA at Buyer's expense.
The terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of Buyer and
Seller and their respective successors, assigns, heirs and legal representatives.
All of the terms and provisions of this Agreement shall survive the close of escrow and not merge with the execution and
delivery of the grant deed.
Buyer and Seller are advised to have their respective attorneys review and approve this agreement prior to signing.
AGREED BY.
Buyer: _ Date:
Seller. � ti �E C- L Date, �.
Page 3 of
SALE DISCLOSURE AND CONFIRMATION REGARDING REAL I:STATVT AGENCY RELATIONSHIP
when you enter into a discussion Willi a real estate agent regarding it real estate transaction, you should from the outset understand what type of agency
relationship or representation you wish to have with [he agent in the transaction. With each specilic transaction, you should read the Agency Disclosure and
consider how you are being represented.
SELLER'S AGENT
A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller. A Seller's agent or a subagent of that agent has the following affirmative
obligations:
To the Seller: A fiduciary duty ofulmosl care, integrity, honesty and loyalty in dealings with the Seller,
To Buyer and Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties.
(b) A duty ofhonest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known
to, or within the diligent attention and observation of, the parties.
An agent is not obligated to reveal to either party any confidential information obtained from the other party which does not involve the itlfumative duties set forth
above.
BUYER'S AGF,NT
A Selling agent can, With a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent. is not the Seller's agent, even if by agreement
(lie agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative
obligations:
'To the Buyer: A fiduciary duty of utntost ctire, itttegtlty, honesty, and loyally in dealings with the Buyer.
To Buyer and Seller: (a) Diligent exl:rcise of reasonablc skill and care in perFonnance of ths: agutl's duties.
(b) A duty of honest and fair cleating and gout] Nilli,
(c) A duty to disclose all facts known to [he agent materially allecting the value or desirability of the property that are not known
to, or within the diligent attention and observation of, the parties.
An agent is not obligated to reveal to either party any confidential information obtained from the other party which does not involve the affirmative duties set forth
above.
AGENT REPRESENTING BOTH SELLER AND BUYER
A real estate agent, either acting directly or through one or more associate licensees, can legally be the agent of both the Seller and the Buyer in a transaction, but
only with the knowledge and consent of both the Seller and the Buyer.
In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buycr.
(a) A Fiduciary duty of utmost care, integrity, honest and loyalty in the dealings with either Seller or Buyer.
(b) Other duties to the Seller and the Buyer as stated above in their respective sections.
fn representing both Seller and Buyer, the agent may not, without the express permission of the respective party, disclose to the other party that the Seller will
accept a price less than the listed price or that the Buyer will pay a price greater than the price offered.
The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests. You should carefully
rear] all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real
estate, If legal or tax advice is desired, consult it competent professional.
Throug1loul. your real property transaction you tnxy receive more than nnc ditielusurc forst, depending uport the nntribr:r ofagents assisting in lite transaction. The
Pativ rettuirer each agent Willi wlinnt you have more lhtttn a easuai relationship to presnmt you with this disciosure (cunt. YOU should ]cad its c.nn(ents each film it is
presented to you, considering the +'elalionship between you and the real cslate (sgent in your specilic transaction. Tills disclosure forst includes lite provisions of
Sections 2U79.13 to 2079.24, inclusive of the civil code set fortlt.or, the reverso hereof Rcad it carefully.
We acunowledge receipt of a copy of this disclosure:
Buyer I)Mu
Boyce — I rats.
Agent Date
We authorize the following agency:
N_ /A — No Broker is the agent of. (Check one)
The Buyer exclusively; or
'Tile Seller exclusively
Both the Buyer and Seller
CONFIRMED AND AUTHORIZED:
liuyar —
Agent_ __. _Date
Rhonda Deringer / Brian Keegan
CONFIRMATION OF AGENCY
1lccgquti b;. Coppin Cdr.. hrc, is the agent of: (Check one)
___X 'Tile Seller exclusively; or
Both the Buyer and Seller
CONFUN* N* M1 0) AUH 1101117NX., i\
iilltyvr _ I).rle— selldc Date _
Agent for Buyer' N_/A —No Broker _ _ _ __ Agent I'or Seller Rhonda,Q -inper,l, Brian h f.cmin
Lic 4 tic,. /10 1206401 / 01 809537
PROPERTY ADDRESS. 0250 State Farm Drive. Santn Rnsa, CA 94929 _ _ __
20741 1S As ;I sell Irl 4 knolls 201t I 11 10 +,{'M 24, ulie] usrle, tlur I" lllosvimy lel rlla Ilm.e the fj110vmp, rncanullts
(ll) "Aunt" ineans a Milton gon Aclininn+le provIlums or'; ill, 9 (coammcncing with.4diols 2295) tit a seal propedy hang eliom, and includes a pelson who is litcoscd As a real property hansacho.n, And
Inellides a person who I, licensed ac A mal oslnlc bloke, under ChilpleP 3 (conutetfngl Willi Seefisul 10 130) oft'nit I orI)ivisiun 4 of the Business and hlofesslons code, and under Whose license a
listing is executed or tip nnll'er to purchaec IR olilumcd
(b) "Associate license.." Incaris 1 person who is lieansed As A lent estate broker or salesperson under Chapter 3 (commencing will Section 10130) of fart I of Division 4 orlhe Business and PlofeSsions
Code And who is either ficcnsed under n brokit at has entered into written contract with a blokerlo act As the broker's agent in connection lvith acts inquiring a real estate license and to function under
ira hroker's supervu,lon In Ihccnpac{ly of an asl;1w1gle licensee.
The atleilt ill the real pralletiy Inns ucliun bears responsibility for his of her associate licensees who IM RA,n its agen>y of (he agent. When as associalc licensee owes a duty to. any principal, 01 to
usuNiclio 1, that duly is equivalent to the truly envoi to that party by (he broker for whom (he associate 11ecnsee funcl(orls
(c) "Buyer, Ideals A Iransrerce in A real property transaction, and includes a person who executes All offer fo purchase real property riom a seller through all agetit, of who seeks the sci vices of an Agent
in mote than a casual, transitory, or preliminary nlanncr, with (he object of entering into a real propedy transaction. "Buyer" includes vendee of lessee,
(d) "Connlelcial real property" means all ICal property in the state, except single-lilii'lily Iesidential real IllOpurty, dwelling units made subject to Chapter 2 (commencing lvilh Section 1940)ofTille 5,
mob ((.homes, as defined in Section 799.3, or reel calional vchicies, As defined in Scr.Gcllt 799,29.
(� 'r T ral nr,ens" trilmuv an AI - ilhcr dire l5, or flat:u}tll lits associate licensee, as ripaut fol, bollt tile. Antro alrd lire buyer in a roaE (Iropelly transaction.
(r 11."11111: A}I"Inenl" moot L. I Iimwevil ml rtivr or orrcal Innpcily rind air a$crll, by wbiclt the alrcm has been nathtlrrvad 10 all the mil properly o to find or obtain tI buyer
(:. • .I r q! l lent Imam 1 ... 1 .II',: , r,t - II propully to iw l as An lailclil for camp—emiallnn.
rl.I I Ir. , pli,r i [he akin.. e.1 Iimillg fila whlah the Sc11Cr is 7V15llll, tO SAl IIIc real'tl[[IlMlty 1111PUlth the listing "yWill
l„ r.,:I•. L•I r d : II 1 , f, 1 .11 I lrtlanchrue tor whfeh the 6115101 jjN VVI 10 Lilly 1114 Ilk
PiOpurfy.
(1) "
1, 1, to pur(.11 1. 11 ten c -I Cx by a I thfoligb AEelhng A.gcrit Ibal btcollle8 talc eolllrnial (01 tile sille N( du. Ielll {al U13cil). uporl acceptanceby tile, seller,
(k)"I,:J properly".,: n .I, L,1.. spec su: ion (I of Scclion 76 1 in IYlopel7y 11101 coustrhdes or is improved vi ill ore to font dwelling units, any commlucial real 1), Opel Any
CasCIold in these I , s: -I Innllcr._. exce. 1 , me y•.., dwa, and tnobilellonles, whop ofrocil for site or sold Ibrough all agent pursuant to OIC amnhorilp contained in Section 10131 6 0rtile
Business of Illnressirnls Cnde.
(1) "Real property it means n II ansaetion for the sale of Leal property in which an agent is ampluyed by one or more of the principals to act in (lint transaction, and includes a listing orae
Affil, to pile. nim:
(Iii) "Sell"SRI4' 6t "scild' iiiivi s to I liallsaellen For llro Ilrul5vol Of real property fi oril Ilse Sellef to the twyev, and inelnlles evetrangcs til Ie;il property hctwcen the seller and buyer, hanslctiols for the
cren(ion ofa rclll pmts SAfas contract wi(hit1 the memiingrd'Section 2985, and transactions 1'oI the creat'till of Ieasc lml(I excset ling nn.. yv l s drttahml
(if) "Seller' aw.aw lliannnuraew in a real ptoperly (rallsarAhm, mul includes an ownerwlu) lists Iell ptnpoly %vlth ml Atumt, nileilu-r ,n dart A (IAll'iler r011114, til who receives kill Opel to purchase real
property of which be or she is the owner hem all agent un buhtdrol'lnolbur, "Seller" includes both a vendor rind a lakcrrl•
(0) "Selling agent" Illeans A listing agent wlro acts alone, or All agent who Acts in cooperation with A listing agent, and who sells or finds gild obtains A buyer lou the (cal property, of An agent cvho
locales propel ty lora buyer or lvho rinds A buyer for n properly fur Whieh no lisiingvxists and presents at offer to puwhnw to the seller,
(p)"Subagenl" means A person to Whom an agent delegates Agency powers as providers in Article 5(conmlcocing with Section 2349) orChap[er I of line 9, Ilowever, "subagent" does not include an
assoui:0e licensee who is Acting under the super vision Oran agent in real property uansaetiml
2079 11, Listing agents and selling agents shall provide the seller And'0(lyer in A real property Iiansaclioll lvilh n copy of the disclosure Irons specified in Section 2079 IG, arid, except as plovicIvEl ill
subdivision (c), shall obtain a signed acknowledgement of receipt limn that seller or buyer, except as provided in [Itis section or Section 2079. 15. as follows'.
(x)'fhe listing agent, rally, shall provide the disclosure form to the seller prior to entering into (he lisling agreenlenl.
(b)Tbe selling agent shall provide the disclosure form to 11+.e seller as soon as practicable prior to presenting the seller with An over to purchase, unless the selling agent previously provided the sellel
with A copy of rhe dlselcksw a Buri Itkusuan( to subdivlloon (a),
(e) whelC the St fiIII: agent dMIN rlrt {lean oil a face-lo*raft basis lvllh the seller, the disclosure form prepared by Isle selling Agent may be Furnished to the seller (and acknowledgement orieccipl
obtained for talc sellirt(t altenl Roll the seller) by the Ilslhrtl agent, or the selling agent may deliver the discloswe Ibim by Certified mail Addressed to the seller as his of bei- Iasi known address, in which
else no signed acknowledgement of this receipt is Icquiled.
(d) The selling agent shall pr ovide the dlse]Oslll'e form to the boyo 19 soon as practicable priorto execti don of the buyer's oiler to purchase, cxccpl that it' [Ile otl'ei to purchase is not prepared by the
selling Agent, the selling agent shg11 present the disclosole folnl to the buyer not later that the next business day after the selling agent receives the offer to purchase F om the buyer.
2079.15 In any circumstance in Which the seller nit buyer refuses to sign ,Ili acknowdedgemeut or reccipl pursuml to Section 2.079,14, the agent, or all associate licensee acting rol, the agent, strait sel
t'oAh- sign, And date a written declaration of the facts of the refusal.
2079 17 (1) As soon as practicable, the selling agent shall disclose to the buyer and seller whether, the selling agent is acting in the ,cal property uansactiuu exehISiVCIy as the buyer's Agent,
exclusively As the seller's Agent, or as a dual agent ropy esenling both the buyer and the seller: This relationship shall be confirmed In the contracl to purchase and sell real property of in a separate
%,citing executed or acknowledged by (he seller., the buyer, and the gelling Agent print, to o1 coincident with esecUlion of that contract by the buyel And [he seller, respectively.
(b) As soon as practicable, the listing Agent shall disclose to the seller whether the isling agent is acting in Isle read property 11ausaclion exclusively As the sclle;'s agent, oras a dual ngenl representing
bo'h the bilycr And sellel This [Clatiolshlp shall be cunrimuctl in Isle conl'act (o purchase and sell real properly or in A scpamle writing executed or ACknolvledgcd by the seller and thelisting• agent
priul to our coincident With he CxeCLIIICII orlhal contract by Ihesellci.
(c) The confirmation requited by subdivisions (a) and (b) still] be in the following form:
is the agent of is [.he agent of
(Name of Lisliug Agent) (Name of Selling Agent trnol the sante As the Llsling Agent)
(Check one) (Check otic)
( ) the seller exclusively; or ( ) the buyerexcluslvely; III
( ) both the buyer and seller O the seller cxclusivcly; e;
( ) both the buyer And seller
(d) The disclosures And confirmation required by this section shall be in additiol to the disclosure required by Section 2079 14
2079,1 R, No selling agent in a read property Iransaclion tray act as an agent flat the buyer only, when the selling Agent is also acting As the listing agent in the transaction,
2079,19. The payment orcompensation of the obligation to pay compensation to an Agent by the seller orbuyer is not necessarily dclutlninalivc err A pllliculu Agency relationship belwecn an agent
And the seller o1 buyer A lisling agent and a soiling agent orgy ngree to shale 1115, compensation or enrumiasiuit paid, orally right In nay compensation of commission I'or Which an obligation vises as
Inc ic.,ult ofa Ical estate llansaetion, And (lie ler Ills (Ir Ally such Agiecnlcnl shall not necessa ily bo dotal milfAln't Ora palliculai repaid,,•hip.
2079.20 Nothing in this mlicle prevents and agent floral selecting, as 1 condition of [he agent's employlnem, n specific form of agency relationship not specifically piohibilctd by (his Article it rhe
equirCinents of Section 2079,14 And Section 2079, 17 me complied with.
2079,2 1, A dual agent shall not disclose to buyer that the seller is willing to sell [lie plopeliy AS A price less I11111 the lisling pr ice, wrlh0ul the espy ess written consent of the seller, A dual agent shall not
disclose to the seller that taw buyer is willing. (o pay A pr ice giealer drat the ofrei iog price, without the express written consent of the buyer
This section does not Aller in my way the duly of responsibility of n dual agent to ally principal with inspect to confidential intolma[Inn ether Ihnn price
2079 22 Nothing in this or lick precludes a listing agent frml Also being A selling agent, and the combinallon of these rinciions in one agent [loos not, of itself, make tint agent a dual agent
2079,23.. (a) A cunuacl between the principal And agent may be moddled or olteled to change Iiia agency re alionship At any lune before the per lonviartee of the act which is the object of the agency
with the written consent of dle parties to [Ile Agency Iclalronship
(b) A ICodel'lll' a1 auction COIly)Any retained by a lender to control aspects oro IIAIISAC11011 orlell properly subject to this part, including validating Isle sales price, shall lint fegnte, As A condition of
receiving tie lender's applm%al of the trarsaclion, the homeowner or fisting Agent to defend of indemnity the Iendel or auction company hem ail)' liability Alleged to lesul( trona 1110 actions of [tic
lender of Auction company Ally clause, provision, e0venan(, oI agreement purporting to impose inn obligllion to defend Or iuderimily a lendoi of An auction company ill violation of this subdivision is
Against public policy, void, and unenlbrcclble
2079.74 Nothingin this Article shall be construed to either diminish [he dwy ot'disclosule olved buyers And sellers by agents Ind their asociole licensees, subagemis, and employees 50111 liability Pur
thcil couducl in connection with gets governed by this article or for ;my breach ofa titduciaty (tory of a duty ordisclosac.
STANDARD SALE DISCLOSURE ADDENDUM
Cerfified Access Specialist Disclosure
Pursuant to California Civil Code Section 1938 the subject property has has not X been inspected by a
"Certified Access Specialist". If subject property has been inspected, the property has has not been
determined to meet all applicable construction related accessibility standards pursuant to California Civil Code
Section 55.53.
Notice to Owners, Buyers and Tenants RegardinU llazard_ous Wastes or Substances and Underground
Storage Tamps
Comprehensive federal and state laws and regulations have been enacted in the last few years in an effort to
develop controls over the use, storage, handling, cleanup, removal and disposal of hazardous wastes or substances.
Some of these laws and regulations, such as, for example, the so-called "Super Fund Act", provide for broad
liability schemes wherein an owner, tenant or other user of the property may be liable for cleanup costs and
damages regardless of fault. Other laws and regulations set standards for the handling of asbestos or establish
requirements for the use, modification, abandonment, or closing of underground storage tanks.
It is not practical or possible to list all such laws and regulations in this Notice. Therefore, Seller and Buyer; are
urged to consult legal counsel to determine their respective rights and liabilities with respect to the issues described
in this Notice as well as other aspects of the proposed transaction. If various materials that have been or may be in
the future determined to be toxic, hazardous or undesirable, or are going to be used, stored, handled or disposed of
on the property, or if the property has or may have underground storage tanks for storage of such hazardous
materials, or that such materials may be in the equipment, improvements or soil, it is essential that legal and
technical advice be obtained to determine, among other things, what permits and approvals have been or may be
required, if any, the estimated costs and expenses associated with the use, storage, handling, cleanup, removal or
disposal of the hazardous wastes or substances and what contractual provisions and protection are necessary or
desirable. It may also be important to obtain expert assistance for site investigations and building inspections. The
past uses of the property may provide valuable information as to the likelihood of hazardous wastes or substances,
or underground storage tanks being on the property.
The term "hazardous wastes or substances" is used in this Notice in its very broadest sense and includes, but is not
limited to, all those listed under Proposition 65, petroleum base products, paints and solvents, lead, cyanide, DDT,
printing inks, acids, pesticides, ammonium compounds, asbestos, PCBs and other chemical products. Hazardous
wastes or substances and underground storage tanks may be present on all types of real property. This Notice is,
therefore, meant to apply to any transaction involving any type of real property, whether improved or unimproved.
You should contact a professional, such as a civil engineer, geologist, industrial hygienist or other persons with
experience in these matters to advise you concerning the property.
Americans, with Disabilities Act M)A
On July 26, 1990, the federal legislation known as the Americans with Disabilities Act (ADA) was signed into law
by President Bush. The purpose of the ADA is to integrate persons with disabilities into the economic and social
mainstream of American life. Title III of the ADA applies to Buyers and Sellers of "places of public
accommodation" and "commercial facilities", and requires that places of public accommodation undertake "readily
achievable" removal of communication and access barriers to the disabled. This requirement of Title III of the
ADA is effective January 26, 1992.
It is important that building owners identify and undertake "readily achievable" removal of any such barriers in the
common areas, sidewalks, parking lots and other areas of the building under their control.
The Seller and Buyer are responsible for compliance with ADA relating to removal of barriers within the
workplace i.e., arrangement of interior furnishings and access within the premises, and any improvements installed
by lessor and lessee.
Keegan & Coppin Company, Inc. recommends that both parties seek expert advice regarding the implications of
the Act as it affects this agreement.
Natural Hazards Disclosure Act:
"The property which is the subject of this contract may be situated in a Special Study Zone as designated under the
Natural Hazards Disclosure Act, inclusive, of the California Public Resources Code; and, as such, the construction
or development on this property of any structure for human occupancy may be subject to the findings of a geologic
report prepared by a geologist registered in the State of California, unless such report is waived by the City or
County under the terms of that act. No representations on the subject are made by the Seller or Agent, and the
Buyer should make his own inquiry or investigation".
Flood Hazard Area Disclosure:
The subject property may be situated in a "Special Flood Hazard Area" as set forth on a Federal Emergency
Management Agency (FEMA) 'Flood Insurance Rate Map" (FIRM) or "Flood Hazard Boundary Map" (FHBM).
The law provides that, as a condition of obtaining financing on most structures located in a "Special Floods Hazard
Area", lender requires flood insurance where the property or its attachments are security for a loan. Buyer should
consult with experts concerning the possible risk of flooding.
,ric is Mold Disclosure (Pursuant to the Toxic Mold Protection Act of 20 01)
The 'Toxic Mold Protection Act of 2001 requires any person who sells, transfers or rents residential, commercial or
industrial property to disclose if they have ACTUAL KNOWLEDGE of a mold condition on the property. The
law also requires the California Department of Health Services to identify tolerable exposure limits and develop
guidelines for toxic mold identification and remediation. Property owners will be required to provide a more
detailed disclosure on toxic mold once the Department of Health Services develops and adopts standards for
identifying, measuring and remediating toxic mold.
The Toxic Mold Protection Act of 2001 does NOT require that a property owner have their property tested for
toxic mold. It also does NOT require that an agent investigate a property for toxic mold. Property owners only
need to disclose any ACTUAL KNOWLEDGE of a mold condition on their property until the above mentioned
guidelines are developed and approved. Buyers are advised to obtain a professional assessment of the mold
condition of the subject property prior to the close of escrow.
ACXNOIf'LEDGEDANDA6,7YE D fY.-
Buyer:
Date:
Date: - Z 6 `�
EXHIBIT A
COUNTY ASSESSOR'S PARCEL IAP TAX RATE AREA
7-006
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a ;bg14Acr �a at-rersr�s)�ti 17�rJ1 �J "r �a f4 �»1JI7.A1Llia"t� r�.9pr0 °,s ROHNERT PARK EPRESSsWtyA,.,.,.
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ADDENDUM ONE
In reference to the Purchase Agreement, covering the real property, commonly known as
6250 State Farm Drive, Rohnert Park, CA 94928, between 'I'lie Ciiy of Rohned Park, a
Political Subdivision, Buyer and Kandy Investments, LL(' a C'alifornia Limited Lhthilit ,
Company, Seller, the undersigned Parties hereby agree as follows:
Upon full execution of the Purchase Agreement, Buyer will Deposit in escrow the sum of
Fifty Thousand Dollars ($50,000.00), which Deposit shall remain fully refundable to the
Buyer until the end of the Due Diligence Review time, which is 30 days from the date the
Purchase Agreement is executed, at which time the Deposit will become non-refundable if
the Buyer waives all their conditions and shall be subject to the Liquidated Damages
provision of the Purchase Agreement, or the Deposit shall be immediately returned to the
Buyer if they do not waive their conditions of approval. In no event shall the Deposit be
subject to the Liquidated Damages provision before the end of the Due Diligence period,
during which time Buyer may terminate the agreement in its sole discretion and be refunded
the Deposit, or at the end of the Due Diligence Period, if Buyer does not waive their
conditions.
2) Title lmkv.nlce' Closing
Seller shall be responsible for all costs associated with the transfer of the Parcel, including,
without limitation; any applicable documentary transfer taxes and recording fees for the
grant deed as well as the premium for a California Land Title Association ("CLTA")
Owner's standard coverage title insurance policy. Buyer shall pay for any premium cost
excess for an American Land Title Association ("ALTA") Owner's standard coverage, the
cost of any survey for the property being acquired by such property, and the costs of any and
all additional endorsements requested or sought by such party. The escrow fee shall be
shared equally between parties. Current, non -delinquent real property taxes and assessments
shall be prorated for the Parcel/Property as of the date of Closing on the basis of a 30 -day
month. Buyer shall take title to the Property subject only to exceptions to title approved by
Buyer, and the completion of the Agreement shall be conditioned upon issuance of a title
policy acceptable to Buyer containing only exceptions approved in writing.
3) kntry «Ill.tl Clic P -.()A er1Jgs-:
For a period of thirty (30) days after the full execution of the Agreement, Buyer will have
the right to enter onto the Parcel/Property, upon 24 hour prior notice, to conduct such
investigations of the property as deemed necessary and appropriate by Buyer. Buyer shall
hold Seller harmless from and against, and indemnify the Seller for claims and liabilities
arising out of such party's entry onto the property. This indemnification obligation of the
parties is binding and enforceable.
4) Tax DelerredUchanLe;
In the event that Seller wishes to enter into a tax deferred exchange for the property, or
Buyer wishes to enter into a tax deferred exchange with respect to property owned by him or
Page 1 of 2
OAK #4837-7214-6252 v1 ��
her in connection with this transaction, each of the parties agrees to cooperate with the other
party in connection with such exchange, including the execution of such documents as may
be reasonably necessary to complete the exchange; provided that: (a) the other party will not
be obligated to delay the closing; (b) all additional costs in connection with the exchange
will be borne by the party requesting the exchange; (c) the other party will not be obligated
to execute any note, contract, deed or other document providing for any personal liability
which would survive the exchange; (d) the other party will not take title to any property
other than the property described in this Agreement. It is understood that a party's rights
and obligations under this Agreement may be assigned to a third party intermediary to
facilitate the exchange. The other party will be indemnified and held harmless against any
liability which arises or is claimed to have arisen on account of the exchange.
5) Sd_ -r Disclosure:
The Manager's/Member's of the LLC (Owner/Seller) are Licensed Real Estate Brokers:
- Jeffrey Sommers: BRE 400498990 &
- Robert (Buck) Oates: BRE #00608109
The herein agreement, upon its execution by both parties, is herewith made an integral part of
the aforementioned Agreement of Sale.
BUYER DATE
The City of Rohnert Park, a Political Subdivision
SELLER DATE
Kandy Investments, LLC a California
LIiFi tt.ti Lt�yi.rllrf .ty iiinl' '. ^-�
W -
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OAF, #483'i-72219-6251 v]
� RE��IVED ��'�
� � 2015
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