HomeMy WebLinkAboutCC Resolution 12297 (Development Agr.; Hines)CITY COUNCIL OF THE CITY OF SAN RAFAEL
RESOLUTION NO. 12297
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
APPROVING EXECUTION AND IMPLEMENTATION BY THE CITY OF SAN
RAFAEL OF A CONSENT AND AGREEMENT RELATING TO
THE DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF SAN RAFAEL AND HINES
BE IT RESOLVED by the Members of the City Council of the City of San Rafael as
follows:
WHEREAS, the City and the predecessors of San Rafael Associates NF L.P., a Delaware
limited partnership, San Rafael Development NF L.P., a Delaware limited partnership, and San
Rafael Yard NF L.P., a Delaware limited partnership (collectively "Hines") entered into a
Development Agreement dated February 17, 1998 pursuant to the authority of Government
Code Sections 65864 et seq. which agreement was amended by the Amendment to Development
Agreement dated August 7, 2000 (the "Development Agreement"); with the consent of the City,
the rights and obligations under the Development Agreement were assigned to Hines pursuant to
the Consent and Agreement dated May 16, 2005; and
WHEREAS, Hines has proposed selling the property that is the subject of the
Development Agreement and assigning its rights under the Development Agreement to SR
Corporate Center Phase One, LLC, a California limited liability company and SR Corporate
Center Phase Two, LLC, a California limited liability company (collectively "Seagate") and to
that end the City staff has presented to the City Council in connection with this Resolution a
Consent and Agreement to implement the proposed sale of the property and assignment of rights
and obligations under the Development Agreement which Consent and Agreement is on file with
the City Clerk.
NOW, THEREFORE, IT IS HEREBY RESOLVED as follows:
Section 1. The City Council hereby approves the Consent and Agreement and authorizes
the City Manager to execute the Consent and Agreement on behalf of the City in substantially in
the form on file with the City Clerk, with such changes as are approved by the City signatory,
such approval to be conclusively evidenced by the execution of the Consent and Agreement.
Section 2. This Resolution shall take immediate effect from and after its passage and
approval.
141\01\457586.1
I, JEANNE M. LEONCINI, City Clerk of the City of San Rafael, hereby certify that the
foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the
City Council of the City of San Rafael held on the 2°a day of July 2007 by the following vote,
to wit:
AYES:
NOES
ABSENT:
141\01\457586.1
COUNCILMEMBERS: Cohen, Heller, Miller, Phillips and Mayor Boro
COUNCILMEMBERS: None
COUNCILMEMBERS: None
JEANNE M. I&CIlVI, City Clerk
CONSENT AND AGREEMENT
This Consent and Agreement (this "Consent and Agreement") is entered into as of
July 2, 2007 by and among the City of San Rafael (the "City"), a charter city, the San Rafael
Redevelopment Agency (the "Agency"), a public body corporate and politic, San Rafael
Associates NF L.P., a Delaware limited partnership ("SR Associates"), San Rafael Development
NF L.P., a Delaware limited partnership ("SR Development"), and San Rafael Yard NF L.P., a
Delaware limited partnership ("SR Yard"; together with SR Associates and SR Development,
collectively "Hines") and SR Corporate Center Phase One, LLC, a Delaware limited liability
company ("Phase One LLC"), and SR Corporate Center Phase Two, LLC, a Delaware limited
liability company ("Phase Two LLC"), with reference to the following:
A. On May 18, 1998, the Agency and Hines' predecessor entered into an Owner
Participation Disposition and Development Agreement, which agreement was amended by the
First Amendment to Owner Participation, Disposition and Development Agreement dated
September 7, 1999, a Consent and Agreement dated as of August 7, 2000 (the "2000 Consent"),
and a Consent and Agreement dated as of May 16, 2005 (the "2005 Consent"). The Owner
Participation, Disposition and Development Agreement and amendments thereto are referred to
herein as the "OPDDA". The OPDDA provides for the development of the Property (as defined
in the OPDDA) in accordance with the provisions of the OPDDA.
B. The City and Hines' predecessors entered into a Development Agreement dated
February 17, 1998 pursuant to the authority of Government Code Sections 65864 et seq. which
agreement was amended by the Amendment to Development Agreement dated September 22,
2000 (the "2000 Amendment"). The Development Agreement and the 2000 Amendment are
referred to herein as the "DA". The DA sets forth certain agreements between the City and
Hines' predecessors regarding the Property (as defined in the DA). The "Property" as defined in
the DA and the OPDDA and used herein consists of the same real property, and is described in
Exhibits A and B collectively.
C. As authorized by and contemplated in the 2005 Consent, Hines acquired the
Property and assumed the obligations of its predecessor under the OPDDA and DA.
D. Hines desires to sell the Property, and Phase One LLC and Phase Two LLC each
desire to purchase a portion of the Property, such portions together constituting the entirety
thereof. To that end, Hines and Seagate Properties, Inc. a California corporation (together with
Phase One LLC and Phase Two LLC, collectively "Seagate"), acting as agent for Phase One
LLC and Phase Two LLC, have entered into a "Real Estate Sale Agreement" dated July 18, 2007
(the "Sale Agreement") providing, among other things, for the conveyance of the Property to
Seagate or certain permitted assignees. Seagate has assigned: (i) the right to purchase Parcels 1,
2 and 3 to Phase One LLC (which parcels are described in Exhibit A attached hereto and made a
part hereof and are referred to herein as "Parcels 1, 2 and 3"); and (ii) the right to purchase
Parcels 4, 5, 6, 7 and 8 to Phase Two LLC (which parcels are described in Exhibit B attached
hereto and made a part hereof and are referred to herein as "Parcels 4, 5, 6, 7 and 8"). Any
single parcel within Parcels 1, 2 and 3 and Parcels 4, 5, 6, 7 and 8, is referred to herein as a
"Parcel."
E. Pursuant to the OPDDA, consent of the Agency is required for conveyance of the
Property to Seagate and assignment to Seagate of the rights and obligations under the OPDDA.
Pursuant to the DA, consent of the City is required for conveyance of the Property to Seagate and
assignment to Seagate of the rights and obligations under the DA. Hines and Seagate desire to
obtain those consents of the Agency and City.
F. The Agency, City, Hines and Seagate desire to set forth the terms and conditions
related to the Agency's and City's consent to conveyance of the Property to Seagate and
assignment to Seagate of the rights and obligations under the OPDDA and DA.
THEREFORE, the parties to this Consent and Agreement agree as follows:
Section 1. Consent to Assignment of OPDDA.
Subject to the prior satisfaction of the conditions in Section 3 below, the Agency hereby
consents to and approves the conveyance of the Property to Seagate and Hines' assignment to
Seagate of all its rights and obligations under the OPDDA, excluding any indemnity obligation
under the OPDDA that arose from an event occurring prior to conveyance of the Property to
Seagate, which assignment shall be substantially on the terms set forth in Exhibit C attached
hereto and made a part hereof.
Section 2. Consent to Assignment of DA.
Subject to the prior satisfaction of the conditions in Section 3 below, the City hereby
consents to and approves the conveyance of the Property to Seagate and Hines' assignment to
Seagate of all its rights and obligations under the DA, excluding any indemnity obligation under
the DA that arose from an event occurring prior to conveyance of the Property to Seagate, which
assignment shall be substantially on the terms set forth in Exhibit C.
Section 3. Conditions to Assignment of OPDDA and DA.
The following are conditions precedent to the Agency's and City's consent and approval
of the conveyance of the Property to Seagate and of Hines' assignment to Seagate of its rights
and obligations under the OPDDA and DA, which conditions may be waived (or the dates
extended) in the sole discretion of the Executive Director of the Agency and the City Manager of
the City:
(i) By August 31, 2007 the Property shall have been conveyed to Seagate.
(ii) By August 31, 2007 Hines shall have assigned all its rights and obligations
under the DA to Seagate, which assignment shall be on the terms set forth in Exhibit C.
(iii) By August 31, 2007 Hines shall have assigned all its rights and obligations
under the OPDDA to Seagate, which assignment shall be on the tenns set forth in Exhibit C.
Section 4. Assumption by Seagate; Release of Hines.
Upon the Agency's and City's consent and approval pursuant to Sections 1 and 2 taking
effect, Seagate assumes all the rights and obligations of the Developer (as defined in the OPDDA
and the DA) under the OPDDA and the DA, excluding any indemnity obligation under the
OPDDA or DA that arose from an event occurring prior to conveyance of the Property to
Seagate, which assumption shall be on the terms set forth in Exhibit C. Upon the Agency's and
City's consent and approval pursuant to Sections 1 and 2 taking effect, Hines shall be released
from all obligations and liabilities under the OPDDA and DA, provided, however, such release
shall not extend to any indemnity obligation under the OPDDA or DA that arose from an event
occurring prior to conveyance of the Property to Hines.
Section 5. Termination.
If the conditions set forth in Section 3 above to the Agency's and City's consent and
approval have not been satisfied or waived by the dates specified therein (or such later date to
which the Executive Director of the Agency and the City Manager of the City in their sole
discretion specify), then this Consent and Agreement shall terminate and the parties shall have
no further rights, obligations or liabilities under this Consent and Agreement.
Section 6. Compliance with OPDDA and DA.
Except as set forth below in this Section 6, the City hereby acknowledges, represents and
warrants to Seagate that, as of the date of this Consent, neither Hines (or any of its predecessors
in interest) nor the City is in default under the OPDDA or the DA and that both Hines and the
City have satisfied all conditions and complied with all obligations, including, without limitation,
payment obligations or public improvement obligations, required to be satisfied, fulfilled,
complied with, or paid by Hines (or any of its predecessors in interest), the City or the Agency
under the OPDDA or the DA as of the date of this Consent and Agreement. Without limitation
of the foregoing, the City confirms that it has been paid: (i) all amounts required to be paid by
Hines or any of its predecessors in interest under Section 3.03 of the OPDDA, (ii) all amounts
required to be paid by Hines or any of its predecessors in interest under Article 5 of the DA, (iii)
all payments included within the definition of "Exactions" in Section 1.7 of the DA, and (iv) all
payments required to be made, if any, pursuant to the 2000 Amendment, the 2000 Consent and
the 2005 Consent. The 2000 Amendment and the 2000 Consent contemplated that the
predecessor of Hines and the City would enter into a license agreement granting the City a
license for certain nighttime and weekend parking on a portion of the Property. That license
agreement has never been executed or recorded. Within sixty (60) days after Seagate has
acquired the Property, the City and Seagate shall execute and record in the official records of
Marin County a license agreement as contemplated by Section 2.8 of the 2000 Amendment and
Section 3.5 of the 2000 Consent.
Section 7. Miscellaneous Terms.
Capitalized terins set forth in this Consent and Agreement shall have the same meaning
as set forth in the OPDDA and DA unless specified otherwise herein.
This Consent and Agreement may be executed and acknowledged in counterparts.
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IN WITNESS WHEREOF, the parties have executed this Consent and Agreement as of
the date set forth in the opening paragraph above.
APPROVED AS TO FORM SAN RAFAEL REDEVELOPMENT
AGENCY, a public body corporate and politic
By:
Agencyrounsel By:
Ktn dhoff, Executive Dire t
ATTEST:
By: ��usc.c
Agegy Secretary
APPROVED AS TO FORM CITY OF SAN RAFAEL, a charter city
By: By: Kj A , 9Q V4 '
City Attorney Ken ordhoff, City Manager
ATTEST:
CiVy Clerk
[Signatures continued on next page.]
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IN WITNESS WHEREOF, the parties have executed this Consent and Agreement as of
the date set forth in the opening paragraph above.
APPROVED AS TO FORM
Agency Counsel
APPROVED AS TO FORM
By: U4'-1 `—
eity Attorney
4
SAN RAFAEL REDEVELOPMENT
AGENCY, a public body corporate and politic
Ken Nordhoff, Executive Director
ATTEST:
By:
Agency Secretary
CITY OF SAN RAFAEL, a charter city
In
Ken Nordhoff, City Manager
ATTEST:
By:
City Clerk
[Signatures continued on next page.]
HINES:
SR ASSOCIATES:
SAN RAFAEL ASSOCIATES NF L.P., a
Delaware limited partnership
SR DEVELOPMENT:
SAN RAFAEL DEVELOPMENT L.P., a
Delaware limited partnership
By: S/H SAN RAFAEL NF GP L.L.C., a By: S/H SR DEVELOPMENT NF GP
Delaware limited liability company, its L.L.C., a Delaware limited liability
General Partner company, its General Partner
By: SAP IV MANAGER INC., a
Delaware corporation, its
Manager
By:
Name:
Title:
SR YARD:
SAN RAFAEL YARD L.P., a Delaware
limited partnership
By: S/H SR YARD NF GP L.L.C., a
Delaware limited liability company, its
General Partner
By: SAP IV MANAGER INC., a
Delaware corporation, its
Manager
By:
Name:
Title: ke.j,Ahj. VP
SEAGATE:
PHASE ONE LLC:
SR Corporate Center Phase One, LLC, a
Delaware limited liability company
By: SAP IV MANAGER INC., a
Delaware corporation, its
Manager
By:
Name: 1--'1] 7. ►till
Title: OR
PHASE TWO LLC:
SR Corporate Center Phase Two LLC, a
Delaware limited liability company
By: By:
Name:
Title:
5
Name:
Title:
SEAGATE:
SR Corporate Center Phase One, LLC,
a Delaware limited liability company
By: Seagate SR Corporate Center, LLC,
a Delaware limited liability company
By: Seagate Second Street, LLC,
a California limited liability company
By: Seagate Lindaro, LLC,
a California limited liability company
By: The Polite Family Livin T t (1997) U/T/A dated 2/28/97
By: /
Willis K. Polite, Jr., Trustee
SR Corporate Center Phase Two, LLC,
a Delaware limited liability company
By: Seagate SR Corporate Center, LLC,
a Delaware limited liability company
By: Seagate Second Street, LLC,
a California limited liability company
By: Seagate Lindaro, LLC,
a California limited liability company
By: The Polite Family Living st (1997) U/T/A dated 2/28/97
By: 1-"6-e'zW
Willis K. Polite, Jr., Trus
EXHIBIT A
CORPORATE CENTER
PARCEL ONE:
PARCELS 1 THROUGH 3, INCLUSIVE, AS SHOWN UPON THAT CERTAIN MAP
ENTITLED, "FINAL MAP BEING A SUBDIVISION OF THE LANDS OF SAN RAFAEL
CORPORATE CENTER, LLC (SN #2000-049730), CITY OF SAN RAFAEL, COUNTY OF
MARIN, CALIFORNIA", FILED FOR RECORD ON SEPTEMBER 27, 2002, IN
VOLUME 2002 OF MAPS, AT PAGE 185, MARIN COUNTY RECORDS.
EXCEPTING AND RESERVING THEREFROM THE RESERVATION OF ALL MINERALS
AND MINERAL RIGHTS, INTERESTS AND ROYALTIES, INCLUDING, WITHOUT
LIMITING THE GENERALITY THEREOF, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS, IN AND
UNDER THE PROPERTY, HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS,
SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON,
INTO, OR THROUGH THE SURFACE OF THE PROPERTY IN CONNECTION
THEREWITH, AS CONTAINED IN THE DEED FROM SOUTHERN PACIFIC
TRANSPORTATION COMPANY, A DELAWARE CORPORATION TO SAN RAFAEL
REDEVELOPMENT AGENCY, A BODY CORPORATE AND POLITIC OF THE STATE OF
CALIFORNIA, RECORDED OCTOBER 30, 1997 AS RECORDER'S SERIAL NO. 97-
062019, MARIN COUNTY RECORDS.
PARCEL TWO:
AN EASEMENT FOR THE PURPOSES OF CONSTRUCTING, INSTALLING, REPAIRING,
REPLACING AND MAINTAINING A PEDESTRIAN PATHWAY, IRRIGATION
IMPROVEMENTS, FENCING AND LANDSCAPING AS SET FORTH IN THAT CERTAIN
AGREEMENT FOR CITY OF SAN RAFAEL GRANT OF ACCESS AND MAINTENANCE
EASEMENT TO SAN RAFAEL CORPORATE CENTER, LLC, BY AND BETWEEN THE
CITY OF SAN RAFAEL AND SAN RAFAEL CORPORATE CENTER, LLC, RECORDED
MARCH 7, 2002 AS RECORDER'S SERIAL NO. 2002-0018155, MARIN COUNTY
RECORDS, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE SOUTHERLY LINE OF THE 20 FOOT WIDE
P.G.&E. SLURRY WALL EASEMENT AS DESCRIBED IN THE DOCUMENT RECORDED
IN SERIAL NUMBER 98-033514, MARIN COUNTY RECORDS, SAID POINT ALSO
BEING A POINT ON THE EASTERLY LINE OF LINDARO STREET (66' WIDE); THENCE
FROM SAID POINT OF COMMENCEMENT, ALONG THE SOUTHERLY LINE OF SAID
EASEMENT (SN #98-033514), SOUTH 76° 44' 52" EAST, 70.78 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 84° 17' 14" EAST, 32.99 FEET;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 790 31' 32" EAST,
111.03 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 760 52'
26" EAST, 105.29 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE,
NORTH 870 55' 06" EAST, 107.97 FEET; THENCE CONTINUING ALONG SAID
SOUTHERLY LINE, NORTH 62° 01' 36" EAST, 34.81 FEET; THENCE CONTINUING
ALONG SAID SOUTHERLY LINE, NORTH 460 27' 46" EAST, 25.64 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 33° 08' 08" EAST, 15.06;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 190 37' 58" EAST,
6.33 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT
OF BEGINNING, CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 19° 37' 58"
EAST, 33.23 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH
00 14' 58" EAST, 8.68 FEET; THENCE SOUTH 730 54' 20" EAST, 35.52 FEET; THENCE
SOUTH 670 08' 28" WEST, 17.16 FEET; THENCE SOUTHWESTERLY ALONG A
TANGENT CURVE CONCAVE TO THE SOUTHEAST, WHOSE CENTER BEARS SOUTH
220 51' 32" EAST, WITH A RADIUS OF 70.00 FEET; THROUGH A CENTRAL ANGLE OF
310 14' 49", FOR AN ARC LENGTH OF 38.18 FEET TO THE TRUE POINT OF
BEGINNING.
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EXHIBIT B
DEVELOPMENT PARCELS
PARCEL ONE:
PARCELS 4 THROUGH 8, INCLUSIVE, AS SHOWN UPON THAT CERTAIN MAP
ENTITLED, "FINAL MAP BEING A SUBDIVISION OF THE LANDS OF SAN RAFAEL
CORPORATE CENTER, LLC (SN #2000-049730), CITY OF SAN RAFAEL, COUNTY OF
MARIN, CALIFORNIA", FILED FOR RECORD ON SEPTEMBER 27, 2002, IN
VOLUME 2002 OF MAPS, AT PAGE 185, MARIN COUNTY RECORDS.
EXCEPTING AND RESERVING THEREFROM THE RESERVATION OF ALL MINERALS
AND MINERAL RIGHTS, INTERESTS AND ROYALTIES, INCLUDING, WITHOUT
LIMITING THE GENERALITY THEREOF, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS, IN AND
UNDER THE PROPERTY, HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS,
SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON,
INTO, OR THROUGH THE SURFACE OF THE PROPERTY IN CONNECTION
THEREWITH, AS CONTAINED IN THE DEED FROM SOUTHERN PACIFIC
TRANSPORTATION COMPANY, A DELAWARE CORPORATION TO SAN RAFAEL
REDEVELOPMENT AGENCY, A BODY CORPORATE AND POLITIC OF THE STATE OF
CALIFORNIA, RECORDED OCTOBER 30, 1997 AS RECORDER'S SERIAL NO. 97-
062019, MARIN COUNTY RECORDS.
PARCEL TWO:
AN EASEMENT FOR THE PURPOSES OF CONSTRUCTING, INSTALLING, REPAIRING,
REPLACING AND MAINTAINING A PEDESTRIAN PATHWAY, IRRIGATION
IMPROVEMENTS, FENCING AND LANDSCAPING AS SET FORTH IN THAT CERTAIN
AGREEMENT FOR CITY OF SAN RAFAEL GRANT OF ACCESS AND MAINTENANCE
EASEMENT TO SAN RAFAEL CORPORATE CENTER, LLC, BY AND BETWEEN THE
CITY OF SAN RAFAEL AND SAN RAFAEL CORPORATE CENTER, LLC, RECORDED
MARCH 7, 2002 AS RECORDER'S SERIAL NO. 2002-0018155, MARIN COUNTY
RECORDS, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE SOUTHERLY LINE OF THE 20 FOOT WIDE
P.G.&E. SLURRY WALL EASEMENT AS DESCRIBED IN THE DOCUMENT RECORDED
IN SERIAL NUMBER 98-033514, MARIN COUNTY RECORDS, SAID POINT ALSO
BEING A POINT ON THE EASTERLY LINE OF LINDARO STREET (66' WIDE); THENCE
FROM SAID POINT OF COMMENCEMENT, ALONG THE SOUTHERLY LINE OF SAID
EASEMENT (SN #98-033514), SOUTH 76° 44' 52" EAST, 70.78 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 840 17' 14" EAST, 32.99 FEET;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 79° 31' 32" EAST,
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111.03 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 760 52'
26" EAST, 105.29 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE,
NORTH 870 55' 06" EAST, 107.97 FEET; THENCE CONTINUING ALONG SAID
SOUTHERLY LINE, NORTH 62° 01' 36" EAST, 34.81 FEET; THENCE CONTINUING
ALONG SAID SOUTHERLY LINE, NORTH 460 27' 46" EAST, 25.64 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 330 08' 08" EAST, 15.06;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 190 37' 58" EAST,
6.33 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT
OF BEGINNING, CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 19° 37' 58"
EAST, 33.23 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH
00 14' 58" EAST, 8.68 FEET; THENCE SOUTH 73° 54' 20" EAST, 35.52 FEET; THENCE
SOUTH 670 08' 28" WEST, 17.16 FEET; THENCE SOUTHWESTERLY ALONG A
TANGENT CURVE CONCAVE TO THE SOUTHEAST, WHOSE CENTER BEARS SOUTH
220 51' 32" EAST, WITH A RADIUS OF 70.00 FEET; THROUGH A CENTRAL ANGLE OF
310 14' 49", FOR AN ARC LENGTH OF 38.18 FEET TO THE TRUE POINT OF
BEGINNING.
10
F0.1 C1: _W94
Recorded at request of, and
when recorded return to:
APN: 013-012-35,34 & 013-021-50-55
ASSIGNMENT OF RIGHTS AND OBLIGATIONS PERTAINING TO
OWNER PARTICIPATION, DISPOSITION AND DEVELOPMENT
AGREEMENT AND TO DEVELOPMENT AGREEMENT
This Assignment of Rights and Obligations Pertaining to Owner Participation,
Disposition and Development Agreement and to Development Agreement (this "Assignment"),
is made as of July _, 2007 by and between SAN RAFAEL ASSOCIATES NF L.P., a Delaware
limited partnership ("SR Associates"), SAN RAFAEL DEVELOPMENT NF L.P., a Delaware
limited partnership ("SR Development"), and SAN RAFAEL YARD NF L.P., a Delaware
limited partnership ("SR Yard"; together with SR Associates and SR Development, collectively
"Sellers"), as assignors, and SR CORPORATE CENTER PHASE ONE, LLC, a Delaware
limited liability company ("Phase One LLC"), and SR CORPORATE CENTER PHASE TWO,
LLC, a Delaware limited liability company ("Phase Two LLC"; together with Phase One LLC,
collectively "Buyers"), as assignees.
WITNESSETH:
A. On May 18, 1998, the San Rafael Redevelopment Agency (the "Agency"), a
public body corporate and politic, and Sellers' predecessor entered into an Owner Participation
Disposition and Development Agreement, which agreement was amended by: (i) a First
Amendment to Owner Participation, Disposition and Development Agreement, dated September
7, 1999, (ii) a Consent and Agreement, dated as of August 7, 2000 (the "2000 Consent") and (iii)
a Consent and Agreement, dated as of May 16, 2005 (the "2005 Consent"). The Owner
Participation, Disposition and Development Agreement and amendments thereto are collectively
referred to herein as the "OPDDA." The OPDDA provides, among other things, for the
development of certain real property (the "Real Property") located in the City of San Rafael,
Marin County, California, described in Exhibit A attached hereto and made a part hereof.
B. The City of San Rafael (the "City"), a charter city, and Sellers' predecessors
entered into a Development Agreement, dated February 17, 1998, pursuant to the authority
granted in California Govenunent Code Sections 65864 et seq., which agreement was amended
by an Amendment to Development Agreement, dated September 22, 2000 (the "2000
11
Amendment"). The Development Agreement and the 2000 Amendment are collectively referred
to herein as the "DA." The DA sets forth certain agreements between the City and Sellers'
predecessors regarding the Real Property.
C. As authorized by and contemplated in the 2005 Consent, Sellers acquired the Real
Property and assumed the obligations of its predecessor under the OPDDA and DA.
D. Sellers desire to sell the Real Property, and Phase One LLC and Phase Two LLC
each desire to purchase a portion of the Real Property, such portions together constituting the
entirety thereof. To that end, Sellers and Seagate Properties, Inc. a California corporation
("Seagate"), have entered into a "Real Estate Sale Agreement" dated July 18, 2007 (the "Sale
Agreement") providing, among other things, for the conveyance of the Real Property to Seagate
or certain permitted assignees. Seagate has assigned: (i) the right to purchase Parcels 1, 2 and 3
to Phase One LLC (which parcels are described in Exhibit B attached hereto and made a part
hereof and are referred to herein as "Parcels 1, 2 and Y); and (ii) the right to purchase Parcels 4,
5, 6, 7 and 8 to Phase Two LLC (which parcels are described in Exhibit C attached hereto and
made a part hereof and are referred to herein as "Parcels 4, 5, 6, 7 and 8"). Any single parcel
within Parcels 1, 2 and 3 and Parcels 4, 5, 6, 7 and 8, is referred to herein as a "Parcel."
E. Pursuant to the OPDDA, consent of the Agency is required for conveyance of the
Real Property to Buyers and assignment to Buyers of the rights and obligations under the
OPDDA, and, pursuant to the DA, consent of the City is required for conveyance of the Real
Property to Buyers and assignment to Buyers of the rights and obligations under the DA.
F. The Agency and City have each consented to conveyance of the Real Property to
Buyers and the assignment to Buyers of the rights and obligations of Sellers under the OPDDA
and DA, all on condition that, on or before August 31, 2007, Sellers convey the Real Property to
Buyers and Sellers assign certain of their rights and obligations under the OPDDA and DA to
Buyers by this Assignment.
NOW, THEREFORE, and for valuable consideration, receipt of which is acknowledged,
Sellers and Buyers agree as follows:
Section 1. AssiRnnent and Assumption under the OPDDA as to Parcels 1, 2 and 3.
(i) SR Associates hereby assigns, transfers and delivers to Phase One LLC all
right, title and interest of SR Associates in and to, and all obligations under, the OPDDA
(excluding any indemnity obligation under the OPDDA that arose or hereafter arises from an
event occurring prior to conveyance to Phase One LLC of Parcels 1, 2 and 3), to the extent that
such right, title, interest or obligations pertain to Parcels 1, 2 and 3 or any one or more of them.
(ii) Phase One LLC hereby accepts the assigunent referred to in Paragraph
Section 1(i), and assumes and agrees to perfonn all the obligations of the Developer (as defined
in the OPDDA) under the OPDDA (excluding any indemnity obligation under the OPDDA that
arose or hereafter arises from an event occurring prior to conveyance of Parcels 1, 2 and 3 to
Phase One LLC), but only to the extent that such obligations pertain to Parcels 1, 2 and 3 or any
one or more of them. Where any such obligation pertains to more than one Parcel, such
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obligation shall be equitably apportioned among the Parcels to which it pertains for the purposes
of the assumption set forth in this Paragraph Section 1(ii) in a manner consistent with the
provisions of the OPDDA.
Section 2. Assip-mnent and Assumption under the OPDDA as to Parcels 4, 5, 6, 7 and
if
(i) SR Development and SR Yard hereby assign, transfer and deliver to Phase
Two LLC all right, title and interest of SR Development and SR Yard or either of them in and to,
and all obligations under, the OPDDA (excluding any indemnity obligation under the OPDDA
that arose or hereafter arises from an event occurring prior to conveyance of Parcels 4, 5, 6, 7
and 8 to Phase Two LLC), to the extent that such right, title, interest or obligations pertain to
Parcels 4, 5, 6, 7 and 8 or any one or more of them.
(ii) Phase Two LLC hereby accepts the assignment referred to in Paragraph
Section 2(i), and assumes and agrees to perform all the obligations of the Developer (as defined
in the OPDDA) under the OPDDA (excluding any indemnity obligation under the OPDDA that
arose or hereafter arises from an event occurring prior to conveyance of Parcels 4, 5, 6, 7 and 8
to Phase Two LLC), but only to the extent that such obligations pertain to Parcels 4, 5, 6, 7 and 8
or any one or more of them. Where any such obligation pertains to more than one Parcel, such
obligation shall be equitably apportioned among the Parcels to which it pertains for the purposes
of the assumption set forth in this Paragraph Section 2(ii) in a manner consistent with the
provisions of the OPDDA.
Section 3. Assignment and Assumption under the DA as to Parcels 1, 2 and 3.
(i) SR Associates hereby assigns, transfers and delivers to Phase One LLC all
right, title and interest of SR Associates in and to, and all obligations under, the DA (excluding
any indemnity obligation under the DA that arose or hereafter arises from an event occurring
prior to conveyance to Phase One LLC of Parcels 1, 2 and 3), to the extent that such right, title,
interest or obligations pertain to Parcels 1, 2 and 3 or any one or more of them. The foregoing
assignment includes, but is not limited to, all right, title and interest of SR Associates in and to
all permits and approvals for the development or operation of Parcels 1, 2 and 3 or any one or
more of thein which are referred to in the DA or which have otherwise been issued or granted
with respect to Parcels 1, 2 and 3 or any one or more of them by any governmental entity, quasi -
governmental entity, public utility or private utility.
(ii) Phase One LLC hereby accepts the assignment referred to in Paragraph
Section 3(i), and assumes and agrees to perforin all the obligations of the Developer (as defined
in the DA) under the DA (excluding any indemnity obligation under the DA that arose or
hereafter arises from an event occurring prior to conveyance of Parcels 1, 2 and 3 to Phase One
LLC), but only to the extent that such obligations pertain to Parcels 1, 2 and 3 or any one or more
of thein. Where any such obligation pertains to more than one Parcel, such obligation shall be
equitably apportioned among the Parcels to which it pertains for the purposes of the assumption
set forth in this Paragraph Section 3(ii) in a manner consistent with the provisions of the DA.
Section 4. ASsiRnment and AssumUtion under the DA as to Parcels 4, 5, 6, 7 and 8.
13
(i) SR Development and SR Yard hereby assign, transfer and deliver to Phase
Two LLC all right, title and interest of SR Development and SR Yard or either of them in and to,
and all obligations under, the DA (excluding any indemnity obligation under the DA that arose
or hereafter arises from an event occurring prior to conveyance of Parcels 4, 5, 6, 7 and 8 to
Phase Two LLC), to the extent that such right, title, interest or obligations pertain to Parcels 4, 5,
6, 7 and 8 or any one or more of them. The foregoing assignment includes, but is not limited to,
all right, title and interest of SR Development and SR Yard and either of them in and to all
permits and approvals for the development or operation of Parcels 4, 5, 6, 7 and 8 or any one or
more of them which are referred to in the DA or which have otherwise been issued or granted
with respect to Parcels 4, 5, 6, 7 and 8 or any one or more of them by any governmental entity,
quasi -governmental entity, public utility or private utility.
(ii) Phase Two LLC hereby accepts the assignment referred to in Paragraph
Section 4(i), and assumes and agrees to perform all the obligations of the Developer (as defined
in the DA) under the DA (excluding any indemnity obligation under the DA that arose or
hereafter arises from an event occurring prior to conveyance of Parcels 4, 5, 6, 7 and 8 to Phase
Two LLC), but only to the extent that such obligations pertain to Parcels 4, 5, 6, 7 and 8 or any
one or more of them. Where any such obligation pertains to more than one Parcel, such
obligation shall be equitably apportioned among the Parcels to which it pertains for the purposes
of the assumption set forth in this Paragraph Section 4(ii) in a manner consistent with the
provisions of the DA.
Section 5. Assignments of Plans and Intangibles. Sellers hereby assign, transfer and
deliver to Buyers all right, title and interest of Sellers in and to all plans, specifications and
designs for the development of the Real Property, but only to the extent that Sellers hold, as of
the date of this Assignment, such right, title or interest.
Section 6. Further Assurances. Sellers and Buyers each agree to execute such other
documents and perform such other acts as may be reasonably necessary or proper and usual to
effect this Assignment.
Section 7. Attorneys' Fees. If there is any legal action or proceeding between any
one or more of the Sellers and Buyers arising from or based on this Assignment, the unsuccessful
party to such action or proceeding shall pay to the prevailing party all costs and expenses,
including, without limitation, reasonable attorneys' fees and disbursements, incurred by such
prevailing party in such action or proceeding and in any appeal in connection therewith. If such
prevailing party recovers a judgment in any such action, proceeding or appeal, such costs,
expenses and attorneys' fees and disbursements shall be included in and as part of such
judgment.
Section 8. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of California.
Section 9. Successors and Assigns. This Assignment shall be binding upon and shall
inure to the benefit of Sellers and Buyers and their respective successors and assigns.
14
IN WITNESS WHEREOF, Sellers and Buyers have executed this Assignment as of the
date first hereinabove written.
SELLERS:
SR ASSOCIATES:
SAN RAFAEL ASSOCIATES NF L.P., a
Delaware limited partnership
SR DEVELOPMENT:
SAN RAFAEL DEVELOPMENT L.P., a
Delaware limited partnership
By: S/H SAN RAFAEL NF GP L.L.C., a By: S/H SR DEVELOPMENT NF GP
Delaware limited liability company, its L.L.C., a Delaware limited liability
General Partner, company, its General Partner,
By: SAP IV MANAGER INC., a
Delaware corporation, its
Manager,
By:
Name:
Title:
SAN RAFAEL YARD L.P., a Delaware
limited partnership
By: S/H SR YARD NF GP L.L.C., a
Delaware limited liability company, its
General Partner,
By: SAP IV MANAGER INC., a
Delaware corporation, its
Manager,
By:
Name:
Title:
[Signatures continued on next page.]
15
By: SAP IV MANAGER INC., a
Delaware corporation, its
Manager,
By:
Name:
Title:
BUYERS:
SR Corporate Center Phase One, LLC,
a Delaware limited liability company
By: Seagate SR Corporate Center, LLC,
a Delaware limited liability company
By: Seagate Second Street, LLC,
a California limited liability company
By: Seagate Lindaro, LLC,
a California limited liability company
By: The Polite Family Living Trust
(1997) U/T/A dated 2/28/97
By:
Willis K. Polite, Jr., Trustee
SR Corporate Center Phase Two, LLC,
a Delaware limited liability company
By: Seagate SR Corporate Center, LLC,
a Delaware limited liability company
By: Seagate Second Street, LLC,
a California limited liability company
By: Seagate Lindaro, LLC,
a California limited liability company
By: The Polite Family Living Trust
(1997) U/T/A dated 2/28/97
By:
Willis K. Polite, Jr.,
Trustee
STATE OF )
)ss
COUNTY OF )
On , 2007, before me, , a Notary
Public in and for the State of , personally appeared
, personally known to me (or provided to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he or she executed the within instrument in his or her
authorized capacity and that, by his or her signature on the within instrument, the person or entity
upon behalf of which he or she acted executed the within instrument.
WITNESS my hand and official seal.
Signature
(SEAL)
STATE OF )
)ss
COUNTY OF )
On , 2007, before me, , a Notary
Public in and for the State of , personally appeared
, personally known to me (or provided to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he or she executed the within instrument in his or her
authorized capacity and that, by his or her signature on the within instrument, the person or entity
upon behalf of which he or she acted executed the within instrument.
WITNESS my hand and official seal.
Signature
(SEAL)
17
STATE OF )
)ss
COUNTY OF )
On , 2007, before me, , a Notary
Public in and for the State of , personally appeared
, personally known to me (or provided to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he or she executed the within instrument in his or her
authorized capacity and that, by his or her signature on the within instrument, the person or entity
upon behalf of which he or she acted executed the within instrument.
WITNESS my hand and official seal.
Signature
(SEAL)
18
STATE OF )
)ss
COUNTY OF )
On , 2007, before me, , a Notary
Public in and for the State of , personally appeared
, personally known to me (or provided to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he or she executed the within instrument in his or her
authorized capacity and that, by his or her signature on the within instrument, the person or entity
upon behalf of which he or she acted executed the within instrument.
WITNESS my hand and official seal.
Signature
(SEAL)
STATE OF )
)ss
COUNTY OF )
On , 2007, before me, _ , a Notary
Public in and for the State of , personally appeared
, personally known to me (or provided to me on the
basis of satisfactory evidence) to be the person whose naive is subscribed to the within
instrument, and acknowledged to me that he or she executed the within instrument in his or her
authorized capacity and that, by his or her signature on the within instrument, the person or entity
upon behalf of which he or she acted executed the within instrument.
WITNESS my hand and official seal.
Signature
(SEAL)
19
EXHIBIT A (To Exhibit C to Consent and Agreement)
LEGAL DESCRIPTION OF REAL PROPERTY
PARCEL ONE:
PARCELS 1 THROUGH 8, INCLUSIVE, AS SHOWN UPON THAT CERTAIN MAP
ENTITLED, "FINAL MAP BEING A SUBDIVISION OF THE LANDS OF SAN RAFAEL
CORPORATE CENTER, LLC (SN #2000-049730), CITY OF SAN RAFAEL, COUNTY OF
MARIN, CALIFORNIA", FILED FOR RECORD ON SEPTEMBER 27, 2002, IN
VOLUME 2002 OF MAPS, AT PAGE 185, MARIN COUNTY RECORDS.
EXCEPTING AND RESERVING THEREFROM THE RESERVATION OF ALL MINERALS
AND MINERAL RIGHTS, INTERESTS AND ROYALTIES, INCLUDING, WITHOUT
LIMITING THE GENERALITY THEREOF, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS, IN AND
UNDER THE PROPERTY, HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS,
SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON,
INTO, OR THROUGH THE SURFACE OF THE PROPERTY IN CONNECTION
THEREWITH, AS CONTAINED IN THE DEED FROM SOUTHERN PACIFIC
TRANSPORTATION COMPANY, A DELAWARE CORPORATION TO SAN RAFAEL
REDEVELOPMENT AGENCY, A BODY CORPORATE AND POLITIC OF THE STATE OF
CALIFORNIA, RECORDED OCTOBER 30, 1997 AS RECORDER'S SERIAL NO. 97-
062019, MARIN COUNTY RECORDS.
PARCEL TWO:
AN EASEMENT FOR THE PURPOSES OF CONSTRUCTING, INSTALLING, REPAIRING,
REPLACING AND MAINTAINING A PEDESTRIAN PATHWAY, IRRIGATION
IMPROVEMENTS, FENCING AND LANDSCAPING AS SET FORTH IN THAT CERTAIN
AGREEMENT FOR CITY OF SAN RAFAEL GRANT OF ACCESS AND MAINTENANCE
EASEMENT TO SAN RAFAEL CORPORATE CENTER, LLC, BY AND BETWEEN THE
CITY OF SAN RAFAEL AND SAN RAFAEL CORPORATE CENTER, LLC, RECORDED
MARCH 7, 2002 AS RECORDER'S SERIAL NO. 2002-0018155, MARIN COUNTY
RECORDS, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE SOUTHERLY LINE OF THE 20 FOOT WIDE
P.G.&E. SLURRY WALL EASEMENT AS DESCRIBED IN THE DOCUMENT RECORDED
IN SERIAL NUMBER 98-033514, MARIN COUNTY RECORDS, SAID POINT ALSO
BEING A POINT ON THE EASTERLY LINE OF LINDARO STREET (66' WIDE); THENCE
FROM SAID POINT OF COMMENCEMENT, ALONG THE SOUTHERLY LINE OF SAID
EASEMENT (SN #98-033514), SOUTH 76° 44' 52" EAST, 70.78 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 84° 17' 14" EAST, 32.99 FEET;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 790 31' 32" EAST,
111.03 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 76° 52'
26" EAST, 105.29 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE,
20
NORTH 870 55' 06" EAST, 107.97 FEET; THENCE CONTINUING ALONG SAID
SOUTHERLY LINE, NORTH 62° 01' 36" EAST, 34.81 FEET; THENCE CONTINUING
ALONG SAID SOUTHERLY LINE, NORTH 460 27' 46" EAST, 25.64 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 33° 08' 08" EAST, 15.06;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 190 37' 58" EAST,
6.33 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT
OF BEGINNING, CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 190 37' 58"
EAST, 33.23 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH
00 14' 58" EAST, 8.68 FEET; THENCE SOUTH 730 54' 20" EAST, 35.52 FEET; THENCE
SOUTH 670 08' 28" WEST, 17.16 FEET; THENCE SOUTHWESTERLY ALONG A
TANGENT CURVE CONCAVE TO THE SOUTHEAST, WHOSE CENTER BEARS SOUTH
220 51' 32" EAST, WITH A RADIUS OF 70.00 FEET; THROUGH A CENTRAL ANGLE OF
310 14' 49", FOR AN ARC LENGTH OF 38.18 FEET TO THE TRUE POINT OF
BEGINNING.
21
EXHIBIT B (To Exhibit C to Consent and Agreement)
LEGAL DESCRIPTION OF PARCELS 1, 2 AND 3
PARCEL ONE:
PARCELS 1 THROUGH 3, INCLUSIVE, AS SHOWN UPON THAT CERTAIN MAP
ENTITLED, "FINAL MAP BEING A SUBDIVISION OF THE LANDS OF SAN RAFAEL
CORPORATE CENTER, LLC (SN #2000-049730), CITY OF SAN RAFAEL, COUNTY OF
MARIN, CALIFORNIA", FILED FOR RECORD ON SEPTEMBER 27, 2002, IN
VOLUME 2002 OF MAPS, AT PAGE 185, MARIN COUNTY RECORDS.
EXCEPTING AND RESERVING THEREFROM THE RESERVATION OF ALL MINERALS
AND MINERAL RIGHTS, INTERESTS AND ROYALTIES, INCLUDING, WITHOUT
LIMITING THE GENERALITY THEREOF, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS, IN AND
UNDER THE PROPERTY, HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS,
SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON,
INTO, OR THROUGH THE SURFACE OF THE PROPERTY IN CONNECTION
THEREWITH, AS CONTAINED IN THE DEED FROM SOUTHERN PACIFIC
TRANSPORTATION COMPANY, A DELAWARE CORPORATION TO SAN RAFAEL
REDEVELOPMENT AGENCY, A BODY CORPORATE AND POLITIC OF THE STATE OF
CALIFORNIA, RECORDED OCTOBER 30, 1997 AS RECORDER'S SERIAL NO. 97-
062019, MARIN COUNTY RECORDS.
PARCEL TWO:
AN EASEMENT FOR THE PURPOSES OF CONSTRUCTING, INSTALLING, REPAIRING,
REPLACING AND MAINTAINING A PEDESTRIAN PATHWAY, IRRIGATION
IMPROVEMENTS, FENCING AND LANDSCAPING AS SET FORTH IN THAT CERTAIN
AGREEMENT FOR CITY OF SAN RAFAEL GRANT OF ACCESS AND MAINTENANCE
EASEMENT TO SAN RAFAEL CORPORATE CENTER, LLC, BY AND BETWEEN THE
CITY OF SAN RAFAEL AND SAN RAFAEL CORPORATE CENTER, LLC, RECORDED
MARCH 7, 2002 AS RECORDER'S SERIAL NO. 2002-0018155, MARIN COUNTY
RECORDS, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE SOUTHERLY LINE OF THE 20 FOOT WIDE
P.G.&E. SLURRY WALL EASEMENT AS DESCRIBED IN THE DOCUMENT RECORDED
IN SERIAL NUMBER 98-033514, MARK COUNTY RECORDS, SAID POINT ALSO
BEING A POINT ON THE EASTERLY LINE OF LINDARO STREET (66' WIDE); THENCE
FROM SAID POINT OF COMMENCEMENT, ALONG THE SOUTHERLY LINE OF SAID
EASEMENT (SN #98-033514), SOUTH 76° 44' 52" EAST, 70.78 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 84° 17' 14" EAST, 32.99 FEET;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 790 31' 32" EAST,
111.03 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 76° 52'
26" EAST, 105.29 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE,
)1)
NORTH 870 55' 06" EAST, 107.97 FEET; THENCE CONTINUING ALONG SAID
SOUTHERLY LINE, NORTH 62° 01' 36" EAST, 34.81 FEET; THENCE CONTINUING
ALONG SAID SOUTHERLY LINE, NORTH 460 27' 46" EAST, 25.64 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 33° 08' 08" EAST, 15.06;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 190 37' 58" EAST,
6.33 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT
OF BEGINNING, CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 19° 37' 58"
EAST, 33.23 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH
00 14' 58" EAST, 8.68 FEET; THENCE SOUTH 730 54' 20" EAST, 35.52 FEET; THENCE
SOUTH 670 08' 28" WEST, 17.16 FEET; THENCE SOUTHWESTERLY ALONG A
TANGENT CURVE CONCAVE TO THE SOUTHEAST, WHOSE CENTER BEARS SOUTH
22° 51' 32" EAST, WITH A RADIUS OF 70.00 FEET; THROUGH A CENTRAL ANGLE OF
310 14' 49", FOR AN ARC LENGTH OF 38.18 FEET TO THE TRUE POINT OF
BEGINNING.
23
EXHIBIT C (To Exhibit C to Consent and Agreement)
LEGAL DESCRIPTION OF PARCELS 4, 5, 6, 7 AND 8
PARCEL ONE:
PARCELS 4 THROUGH 8, INCLUSIVE, AS SHOWN UPON THAT CERTAIN MAP
ENTITLED, "FINAL MAP BEING A SUBDIVISION OF THE LANDS OF SAN RAFAEL
CORPORATE CENTER, LLC (SN #2000-049730), CITY OF SAN RAFAEL, COUNTY OF
MARIN, CALIFORNIA", FILED FOR RECORD ON SEPTEMBER 27, 2002, IN
VOLUME 2002 OF MAPS, AT PAGE 185, MARIN COUNTY RECORDS.
EXCEPTING AND RESERVING THEREFROM THE RESERVATION OF ALL MINERALS
AND MINERAL RIGHTS, INTERESTS AND ROYALTIES, INCLUDING, WITHOUT
LIMITING THE GENERALITY THEREOF, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS, IN AND
UNDER THE PROPERTY, HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS,
SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON,
INTO, OR THROUGH THE SURFACE OF THE PROPERTY IN CONNECTION
THEREWITH, AS CONTAINED IN THE DEED FROM SOUTHERN PACIFIC
TRANSPORTATION COMPANY, A DELAWARE CORPORATION TO SAN RAFAEL
REDEVELOPMENT AGENCY, A BODY CORPORATE AND POLITIC OF THE STATE OF
CALIFORNIA, RECORDED OCTOBER 30, 1997 AS RECORDER'S SERIAL NO. 97-
062019, MARIN COUNTY RECORDS.
PARCEL TWO:
AN EASEMENT FOR THE PURPOSES OF CONSTRUCTING, INSTALLING, REPAIRING,
REPLACING AND MAINTAINING A PEDESTRIAN PATHWAY, IRRIGATION
IMPROVEMENTS, FENCING AND LANDSCAPING AS SET FORTH IN THAT CERTAIN
AGREEMENT FOR CITY OF SAN RAFAEL GRANT OF ACCESS AND MAINTENANCE
EASEMENT TO SAN RAFAEL CORPORATE CENTER, LLC, BY AND BETWEEN THE
CITY OF SAN RAFAEL AND SAN RAFAEL CORPORATE CENTER, LLC, RECORDED
MARCH 7, 2002 AS RECORDER'S SERIAL NO. 2002-0018155, MARIN COUNTY
RECORDS, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE SOUTHERLY LINE OF THE 20 FOOT WIDE
P.G.&E. SLURRY WALL EASEMENT AS DESCRIBED IN THE DOCUMENT RECORDED
IN SERIAL NUMBER 98-033514, MARIN COUNTY RECORDS, SAID POINT ALSO
BEING A POINT ON THE EASTERLY LINE OF LINDARO STREET (66' WIDE); THENCE
FROM SAID POINT OF COMMENCEMENT, ALONG THE SOUTHERLY LINE OF SAID
EASEMENT (SN #98-033514), SOUTH 760 44' 52" EAST, 70.78 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 84° 17' 14" EAST, 32.99 FEET;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 790 31' 32" EAST,
111.03 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 76° 52'
26" EAST, 105.29 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE,
24
NORTH 870 55' 06" EAST, 107.97 FEET; THENCE CONTINUING ALONG SAID
SOUTHERLY LINE, NORTH 620 01' 36" EAST, 34.81 FEET; THENCE CONTINUING
ALONG SAID SOUTHERLY LINE, NORTH 460 27' 46" EAST, 25.64 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 33° 08' 08" EAST, 15.06;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 190 37' 58" EAST,
6.33 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT
OF BEGINNING, CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 190 37' 58"
EAST, 33.23 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH
00 14' 58" EAST, 8.68 FEET; THENCE SOUTH 730 54' 20" EAST, 35.52 FEET; THENCE
SOUTH 670 08' 28" WEST, 17.16 FEET; THENCE SOUTHWESTERLY ALONG A
TANGENT CURVE CONCAVE TO THE SOUTHEAST, WHOSE CENTER BEARS SOUTH
220 51'32" EAST, WITH A RADIUS OF 70.00 FEET; THROUGH A CENTRAL ANGLE OF
310 14' 49", FOR AN ARC LENGTH OF 38.18 FEET TO THE TRUE POINT OF
BEGINNING.
25