The Residences at Passalacqua Drive are owned and under development by Sonoma Luxury Resort LLC, a Delaware limited liability company, whose address is 1991 Broadway Street, Suite 100, Redwood City, CA 94063 (the “Developer”). The Residences at Passalacqua Drive include a total of sixty-six (66) residential lots (the “Lots”) that are a part of the THE RESORT AND RESIDENCES AT PASSALACQUA DRIVE (the “Resort”), , a luxury resort being developed by the Developer in Healdsburg, California. The Lots may sometimes be referred to as the “Montage Residences Healdsburg”, and are being offered for sale by the Developer through Ohana Realty Corp. (“Ohana Realty”). The Lots will be offered for sale to prospective purchasers in jurisdictions where the Developer is authorized to conduct marketing and sales. The disclosures contained in these Terms are intended to clarify the content of this website (the “Site”) and to provide additional disclosures, qualifications or agreements from users as may be required by law.
These Terms apply exclusively to and govern your access and use of this Site. Ohana Realty has established this Site in conjunction with the Developer for use by persons interested in learning more about the Lots and the Resort. Ohana Realty makes this Site, including all information, documents, catalogs, communications, files, text, graphics, and audio/visual files (collectively, the “Materials”) available for your use subject to these Terms. These Terms do not alter or amend in any manner the terms and conditions of any agreement you may have entered or may in the future enter into with Ohana Realty or the Developer, or any of their affiliates. This Site is intended as an accommodation and is directed only to persons who are aged 18 years or older. Persons under the age of 18 should not use or submit any information to Ohana Realty or the Developer. This Site contains general information and is not intended to be used by persons under the age of 18. Neither Ohana Realty nor the Developer knowingly collect information from persons under the age of 18. The age of a viewer is virtually impossible to monitor or verify; however, by using this Site, you represent and warrant that you are in compliance with the provisions of this section. Use of this Site is the equivalent of your visiting our sales center in California, as we do not intend to subject ourselves to the jurisdiction of any other states or foreign jurisdictions unless we physically transact business there.
Not an Offering of Property
For All Prospective Purchasers – This is not intended as an offering of any Lot or other property or memberships in any program. This Site and the Materials do not constitute an offer to sell, or a solicitation of an offer to buy to residents of any jurisdiction where prior qualification is required, unless the Developer has previously met such qualifications and no marketing or sales literature will be knowingly forwarded to or disseminated in such jurisdictions unless the Developer has met such qualifications. Offers may only be physically presented and/or accepted at the sales center for the Lots. Electronic Documents will be deemed presented and/or accepted at the sales center as well. Any offering or programs contained herein are void where prohibited by law.
For California Residents
WARNING: THE CALIFORNIA BUREAU OF REAL ESTATE (“CalBRE”) HAS NOT APPROVED OR ENDORSED THIS OFFERING. A COPY OF THE PUBLIC REPORT MAY BE OBTAINED FROM THE OWNER, SUBDIVIDER, OR AGENT AT ANYTIME UPON ORAL OR WRITTEN REQUEST. THE DEVELOPER IS CURRENTLY OPERATING UNDER A PRELIMINARY PUBLIC REPORT FROM CalBRE WHICH ONLY ALLOWS FOR THE TAKING OF RESERVATIONS. RESERVATIONS ARE NON-BINDING. DEVELOPER MAY NOT NEGOTIATE THE SALE OR LEASE OF LOTS OR UNITS WITH BUYERS UNTIL A CONDITIONAL OR FINAL PUBLIC REPORT HAS BEEN ISSUED BY CalBRE.
For New York Residents
The Resort and the Lots are not owned, developed, or sold by Montage Hotels & Resorts LLC or any of its affiliates (collectively, “Montage”) and Montage does not make any representations, warranties or guaranties whatsoever with respect to the Lots, the Resort or any part thereof. The Developer uses the Montage brand name and certain other Montage trademarks (collectively, the “Trademarks”) in connection with the sales and marketing of the Lots under a limited, non-exclusive, non-transferable and non-sublicensable license from Montage. The foregoing license may be terminated or may expire without renewal, in which case neither the Lots nor any part of the Resort will be identified as a Montage branded project or have any rights to use the Trademarks. There exists no joint venture, joint enterprise, partnership, ownership, agency relationship, broker relationship or similar relationship between the Developer and Montage, as to the Lots or the development, offering, marketing, sale or solicitation of the Lots. Montage does not have any responsibility for the development, offering, marketing, sale or solicitation of the Lots, the contents of any governing documents and any offering and sales documents (including, without limiting, the budgets therein), or the sales and marketing process (including, without limiting, any sales or marketing materials and any statements or representations by the Developer, brokers or sales persons). All purchasers of a Lot will waive and release Montage from and against any liability with respect to any representations or defects or any claim whatsoever, relating to the marketing, sale or construction of the Lots.
Developer or an affiliate may enter into a management agreement for the management of certain portions of the Resort by Montage (the “Management Agreement”). Any such Management Agreement may be terminated under the circumstances specified in the Management Agreement or may expire without renewal and without the consent of any Owner of a Lots or the owners association for the Lots (the “Association”). It is possible that the Resort will not be identified with or authorized to use any of the Trademarks.
In order to purchase a Residence at the Resort, Buyers will sign a Brand License Disclosure incorporating the above and additional terms as an addendum to their Purchase Agreement.
No Investment Representations
This advertisement should not be regarded as investment advice, an offer to invest, or as a recommendation regarding a particular course of action. Lots are being sold for personal use and enjoyment, and Developer is not making, nor does it condone, any representations about future income, profit, or rental potential of Lots. The Materials being provided and the information contained herein are for informational purposes only, are not financial or legal advice, are meant to provide a brief overview of the Lots and the Resort only and should not substitute a detailed visit and evaluation of the same. Prospective purchasers are solely responsible for determining whether acquiring a Lot is appropriate or suitable based on their personal financial means, objectives, and financial status. Purchasers will exercise their own judgment and make their own independent decision in purchasing a Lot. Prospective purchasers should not base their decision to purchase a Lot on an expectation of profit derived from the efforts of the Developer, or any of its agents, in any manner or with respect to any future appreciation, as the purchase of real estate is inherently speculative.
No material incentive is being offered by the Developer as an inducement for a purchaser to enter into any limited and voluntary rental program (the “Program”), if any, that may be available through the Developer with respect to residences constructed on the Lots. Purchase of a Lot is not conditioned upon a purchaser’s participation in the Program, if and when available. There will be/is no rental pool, pooling of revenue or sharing of expenses among purchasers in connection with the Program. Conditions may apply.
Detailed Review of Rights, Obligations and Benefits Required; Dues and Fees
The Resort is and will be subject to conditions, covenants and restrictions and design and construction guidelines and requirements relating to the entire Resort, including the Lots. Purchasers of Lots will be subject to mandatory membership in the Association, which will require the payment of dues and assessments for expenses related to and incurred by the Association that are separate and apart of any purchase price paid for a Lot. Those expenses will include, among others, the Association’s payment of a portion of the costs of maintaining certain improvements (such as roads) that affect and serve the entire Resort. Prospective purchasers should carefully review the proposed purchase and sale documents, the declarations of covenants, conditions and restrictions, the design and construction guidelines and requirements, the articles of incorporation, the bylaws and the other governing documents applicable to the Association, the Lots and the Resort, along with the required California Public Report. All such documents, your proposed Purchase Agreement, and all other use and occupancy restrictions that may affect the Lot you might purchase, should be reviewed with your legal, accounting, tax and business advisors. You should conduct your own due diligence of the Lots and the Resort, together with your own review of the financial ability of the Developer with your advisors. There will be additional fees for use of facilities and various services made available to Lot owners and their guests which are generally set by providers of such services and are subject to change from time to time. All conditions, restrictions, requirements contingencies cannot be discussed in this Site, the Materials or any advertising and it is incumbent upon prospective purchasers to conduct their own due diligence and evaluation. Any sale of a Lot is intended for the personal use and enjoyment of the purchaser and must be undertaken without reliance upon any potential for future profit, rental income, economic or tax advantages.
The Materials being provided and the information contained herein are meant to be a cursory overview of the Lots and the Resort only and should not substitute for a detailed visit and evaluation of the Lots. None of the information contained herein shall be relied upon as financial, tax, accounting, investment, business, or legal advice. You should consult with your own advisors on this as well. No legal or financial advice is being offered and purchasers are solely responsible for determining whether your purchase of a Lot is appropriate or suitable based on personal investment and other objectives and financial status.
Contents of Advertising Disclaimer
Any information provided in this Site is strictly intended for informational purposes only. ORAL REPRESENTATIONS CANNOT BE RELIED UPON AS CORRECTLY STATING REPRESENTATIONS OF DEVELOPER. All prices are subject to change without notice. For correct representations, please refer to your Purchase and Sales Agreement used for the purpose of acquiring a Lot. While information on this Site is considered reliable, the Developer does not guarantee the accuracy of this information. To the fullest extent allowable by law, all information provided on Site is provided “As Is” without any warranty whatsoever from the Developer, and the Developer specifically disclaims any representations or warranties, expressed or implied, regarding the Lots and any services and/or merchandise offered through this Site, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from a course of dealing or course of performance.
All illustrations and depictions are artist renderings used to depict lifestyle only and are not intended to be scenes from or within the Resort. The photographs on this Site are stock scenes from Sonoma County or artists conceptual renderings of the Developer’s vision for the Resort. Conditions and such vision are subject to change from time to time. All references to timeframes and dates are estimates and are subject to change based on the Developer’s plans as well as the occurrence of any circumstances that are outside of the Developer’s control. Future development can limit or eliminate views from a particular Lot. All references and any illustrations or maps may not be accurate and are intended as only as a basic characterization of the Lots and the Resort. The Resort is still in the formative stages of development and final plans and designs for the Lots are not in place and will not be until such time as the Developer is ready to commence sales.
Pricing and Other Details are All Subject to Change without Notice
Prices are subject to change in the sole discretion of the Developer without notice. Any listed prices contained in advertising and other promotional materials are estimates only. All references to square footage are approximate and the actual configuration may vary. You should not rely upon any statements describing the area of a Lot other than the corresponding final plat as recorded. All Lots are being sold based upon their characteristics and location, without regard to total size.
Warranties and Conditions
Unless required by law or subject to warranties actually provided to you by the Developer, everything on this Site is provided to you “AS IS.” THE DEVELOPER EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE DEVELOPER’S WEBSITES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Use of Site is “AS IS”
USE OF THIS SITE IS PROVIDED “AS IS,” AS AN ACCOMMODATION, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN NO EVENT SHALL OHANA REALTY OR THE DEVELOPER BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES WITH REGARD TO THE USE OF THIS SITE, FOR ANY DEFICIENCY, ERROR OR INTERRUPTION IN THE OPERATION OF THIS SITE, OR SUSPENSION OR TERMINATION OF THE OPERATION OF THIS SITE OR YOUR ABILITY TO ACCESS AND USE THIS SITE WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE EVEN IF OHANA REALTY OR THE DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES. YOU EXPRESSLY AGREE THAT ANY ACCESS AND USE OF THIS SITE BY YOU IS AT YOUR SOLE RISK, RESPONSIBILITY AND LIABILITY.
Operation and Access of Site
Ohana Realty makes no representations or warranties regarding the availability of this Site at any given time, whether the use of this Site will be uninterrupted, or the continued operation of this Site. Ohana Realty, with or without notice, may suspend the operation of this Site for indefinite periods of time, terminate the operation of this Site at any time, and suspend or terminate your ability to access and use this Site at any time. Ohana Realty, with or without notice, may revise the features and functionality of this Site, and the instructions and guidelines regarding the access to and use of this Site, at any time. Ohana Realty, with or without notice, may at any time revise the hardware, software and communication lines necessary to access and use this Site, and the IP number(s) or address(es) used for this Site. While Ohana Realty takes reasonable steps to prevent the introduction of viruses, worms, Trojan horses, time bombs, or other computer programming routines, features or operations to this Site that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, Ohana Realty does not guarantee or warrant that this Site or Materials transmitted from this Site do not contain such computer programming routines, features or operations. You shall indemnify and hold Ohana Realty harmless from any damage, loss, expense, including without limitation attorneys’ fees and all costs of investigation, settlement and appeal, arising out of, resulting from or relating to any failure by you to comply with these Terms. Ohana Realty is not responsible for any technical failures or problems that are beyond its control, or any results of any such failures or problems.
By accessing this Site you agree to take reasonable precautions to avoid any imposition of viruses, worms, Trojan horses, time bombs, or other computer programming routines, features or operations to this Site that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Any hacking or interference by yourself or others in the orderly and proper administration of this site will be prosecuted to the fullest extent of the law.
You shall indemnify and hold us harmless from any damage, loss, expense, including without limitation attorneys’ fees and all costs of investigation, settlement and appeal, arising out of, resulting from or relating to any failure by you to comply with the Terms or any misrepresentation made by you in your use and participation in the information provided by this Site. Ohana Realty reserves the right to bar use of Site by any person engaging in fraudulent activity, attempting to deliberately damage Site or conduct activities that are incompatible with these Terms. Additionally, Ohana Realty reserves the right to take appropriate administrative and/or legal action, including criminal prosecution, as it deems necessary in its sole discretion, and reserves the right to seek damages from any such person or persons to the fullest extent permitted by law.
Buyers and prospective buyers may be provided separate log in access to a private portal (“Portal”) which provides additional information regarding the Lots and the Resort. These Terms apply equally to the use of the Portal. Additionally, the Developer cannot warrant that any information saved by users on the Portal will be secure or that the information, including information on dues, fees, costs of membership, the purchase process or other information available for Portal users remains current and up to date. For current information on any of these subjects, you should discuss with your sales associate.
Use Representations and Warranties
By using this Site, you represent, warrant and covenant that:
(A) You will not upload, post or transmit to or distribute or otherwise publish through this Site any materials which:
(i) restrict or inhibit any other user from using and enjoying this Site or service,
(ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, offensive, pornographic, or sexually explicit,
(iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate the law,
(iv) violate or infringe the rights of third parties, including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other right,
(v) contain a virus or other harmful component, or
(vi) constitute or contain false or misleading indications of origin or statements of fact; and
(B) You will use this site and service in accordance with these Terms
Unlawful and Prohibited Uses
You agree not to use this Site, including but not limited to any materials or services that you may receive through your use of this Site: (a) in a manner that violates any local, state, federal, foreign, or international statute, regulation, rule, order, treaty, or other law or for any purpose that is prohibited by these terms, conditions, or notices; (b) to stalk, harass or harm another person or to interfere with any other party’s use and enjoyment of this Site; (c) to impersonate another person or entity or otherwise misrepresent your affiliation with a person or entity; or (d) to damage, disable, overburden, interfere or disrupt this Site or the servers or networks connected to this Site or any of the Developer’s related websites. You further agree not to: (a) use any data mining, robots, or similar data gathering or extraction methods in connection with this Site or (b) attempt to gain unauthorized access to any portion of this Site or any other services, accounts, computer systems, or networks connected to this Site, whether through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through this Site.
The Developer reserves the right to bar use of this Site by any person engaging in fraudulent activity, attempting to deliberately damage this Site or conduct activities that are incompatible with these Terms. Additionally, the Developer reserves the right to take appropriate administrative and/or legal action, including criminal prosecution, as it deems necessary in its sole discretion, and reserves the right to seek damages from any such person or persons to the fullest extent permitted by law.
Electronic Delivery Policy and Your Consent and Opt Out Provisions
By using this Site, you consent to receiving electronic communications from Ohana Realty, including notices and other disclosures. Ohana Realty shall provide such electronic notices and disclosures by posting them on this Site. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of this Site. In the event that you sign up for any follow up communications from Ohana Realty and provide your email address, you consent to the receipt of subsequent emails from Ohana Realty, the Developer, and/or their affiliates, successors in interest or agents. Notwithstanding the foregoing, in the event you sign up for any delivery of information from Ohana Realty, you may ask to be eliminated from further contact by Ohana Realty by sending a written request to email@example.com and reasonable efforts will be undertaken to promptly remove you from any of Ohana Realty’s mailing lists.
Links to Other Sites
The Developer is not responsible for the content of any off-site pages or any other sites linked to this Site. Linking to this Site, off-site pages or other sites is at your own risk.
Limitation of Liability
Ohana Realty grants a limited license to viewers to download or print pages from this Site for individual use only, and not for any commercial purposes or dissemination. Ohana Realty has the right at any time to change, modify, add to or discontinue any aspect or feature of this Site. Ohana Realty has no continuing obligation to update this Site, correct errors, or fix technical glitches. Your use and interaction with this Site for whatever purpose are at your choice and at your own risk. If you encounter any issues or problems relating to the content on or use of this Site, you should discontinue any use of this Site immediately.
Ohana Realty does not warrant the accuracy or completeness of the information, graphics, text, links, or other material contained on this Site and is not responsible for any errors or omissions in the content of this Site, typographical or otherwise, and shall have no liability for damages of any kind arising out of information contained on this Site or linked to this Site. Your use of any of the information garnered from this Site is at your own risk and it should not be relied upon in connection with making any decisions.
You agree that Ohana Realty shall not be liable for any damages that result due to the use or reliance on information contained on this Site. Ohana Realty has no obligation to maintain the current nature of any information contained herein or the accuracy of any information provided. It is provided only on as an accommodation based upon the efforts of available personnel and should not substitute a thorough investigation of any of the information available to be viewed.
Furthermore, Ohana Realty does not warrant or represent in any manner the security associated with the use of this Site. The Internet is rampant with programs that may affect, infect or otherwise impact computer usage. Ohana Realty will not be responsible for any damages to users or any other third party or their equipment, data or anything else imaginable that may result due to use of this Site or from the use or the downloading of any materials from this Site.
Nothing contained in this Site shall be deemed to change or supplement any contract documents, required disclosure documents or other offering materials provided to purchasers of property from Ohana Realty unless such information is specifically referenced to in such documents. Information on various properties marketed by Ohana Realty is subject to change from time to time and any sales of property shall only be subject to the representations set forth on a purchase agreement and related disclosure documents provided by law and nothing contained herein shall be deemed to modify the obligations or provisions contained in such documents.
Indemnification and Release
You hereby agree to indemnify and hold harmless Ohana Realty and the Developer, their subsidiaries and affiliates, and any of the partners, members, shareholders, officers, directors, employees, consultants, attorneys and agents of Ohana Realty, the Developer, and/or their affiliates, from any and all claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) they incur arising as a result of your use of this Site and the services, your violation of these Terms, or your infringement of any intellectual property or other right of the Developer, their affiliates or any person or entity. You further release Ohana Realty and Developer from all claims, demands, obligations and duties of every kind and nature, known and unknown arising out of any information provided herein or any information omitted herein which may be important to you. Other than your agreement to abide by these Terms, nothing on this Site shall impose any liability on Ohana Realty or the Developer nor shall it be used to establish any representation, warranty or agreement of Ohana Realty or the Developer to you in connection with any other agreement or any other transaction you may have with Ohana Realty, the Developer, or and their affiliates.
Broker participation is welcome with respect to the sales and marketing of the Lots, but only pursuant to a written agreement executed by the Developer. Nothing contained herein shall constitute any agreement, promise, covenant or undertaking with respect to brokers or sales agents representing potential buyers or sellers. Due to the difficulty in tracking lead generation, no one shall be entitled to any fee, compensation or commission except pursuant to a written agreement signed by a duly authorized officer of the Developer. If there are portions of this Site that allow brokers to access and download certain forms, it is to facilitate the process of services offered. These forms have legal meanings and implications. Once completed and submitted to Developer, its affiliates, and their representatives these forms shall be binding upon you. Allowing brokers to access these forms does not constitute legal advice to the brokers or you and nothing provided herein should be used as a substitute for the advice of competent counsel. You should consult with an attorney prior to submitting any documents to Ohana Realty or the Developer.
Executive Order 13224 requires that all United States entities and persons block assets and not transact business with entities, countries and persons (specifically designated nationals) set forth by the Office of Foreign Asset Control (“OFAC”). This requirement applies to all residential development and marketing entities, including the Developer and Ohana Realty. Accordingly, the Developer, Ohana Realty and/or their affiliates will check current OFAC lists and other publications in connection with each potential Lot transaction. In order to check the OFAC list, you will be required to provide the Developer or one of its designated affiliates with a government issued identification card (this might include a driver’s license, birth certificate, passport or resident alien card).
Americans with Disabilities Act
Ohana Realty supports and uses its best efforts to secure full compliance with the Americans with Disabilities Act (“ADA”). Title III of the Americans with Disabilities Act prohibits discrimination against persons with disabilities in places of public accommodations and commercial facilities. Ohana Realty pledges to utilize reasonable efforts to ensure compliance with the ADA in its places of public accommodation and commercial facilities.
Equal Housing Opportunity
Ohana Realty and the Developer are committed to the letter and spirit of U.S. policy for the achievement of equal housing opportunity throughout the nation. The Developer and Ohana Realty each encourages and supports an affirmative advertising and marketing program in which there are no barriers to obtaining housing because of race, color, religion, sex, handicap, familial status or national origin.
Choice of Law
The Terms contained herein shall be construed, interpreted and applied in accordance with, and shall be governed by, the laws of the State of California, without regard to conflict of laws principles. Venue for any action, litigation or proceeding arising out of or concerning this Site and these Terms and any actions involving the Developer and/or Ohana Realty arising hereunder shall be in Sonoma County, California. The purchaser and the seller under any ultimate Purchase Agreement expressly waive their right to venue elsewhere.
Questions, Comments, or Complaints
If you have questions, comments, or complaints pertaining to this Site, or if you have technical problems accessing information on this Site, please contact firstname.lastname@example.org.
Copyright and Miscellaneous
The compilation copyright to this Site, the design and appearance of this Site, and all of the Materials and content on this Site, including without limitation, all text, graphics, drawings, images, charts, pictures, maps, photographs, images, line art, icons, and renditions, are owned or licensed by Ohana Realty the Developer and/or their affiliates. These Materials are protected by U.S. federal law against unauthorized copying and reproduction. Unless you have our express written consent, you are prohibited from distributing any Materials or from using any information on this Site on your own websites. Ohana Realty allows you to print and store information on this Site for your own personal use. The absence of a copyright, trademark, service mark or logos on this Site or any other Materials does not constitute a waiver of any intellectual property rights by Ohana Realty, Developer and/or their affiliates.
COPYRIGHT © Ohana Realty Corp. 2020. All rights reserved.
Last Updated: February 2, 2021