HomeMy WebLinkAboutCC Resolution 10554 (Easement MCF Property Holdings)RESOLUTION NO. 10554
A RESOLUTION AUTHORIZING THE SIGNING OF
REVISED OPTION AND EASEMENT AGREEMENTS
BETWEEN THE CITY OF SAN RAFAEL AND MCF
PROPERTY HOLDINGS, INC.
THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows:
The CITY MANAGER is authorized to execute, on behalf of the City of San
Rafael, Revised Option and Easement Agreements between the City of San Rafael and
MCF Property Holdings, Inc., regarding the Menzies parking lot, copies of which are
hereby attached and by this reference made a part hereof.
I, JEANNE M. LEONCINI, 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 said City held on Monday, the twentieth day of
December, 1999, by the following vote, to wit;
AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips & Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
JEA NE M. L`1EONC9INI, City Clerk
OPTION AGREEMENT
BETVd}?EN
THE CITY OF SAN RAFAEL,
A CALIFORNIA MUNICIPAL CORPORATION,
AS SELLER,
MCF PROPERTY HOLDINGS, INC.,
A CALIFORNIA PUBLIC BENEFIT CORPORATION,
AS BUYER
TABLE OF CONTENTS
Page
1. Grant Of Option....................................................................................................... I
1.1 Property Included in Option............................................................................... 1
1.2 Term.................................................................................................................. 2
1.3 Purchase Price ...................................... :............................................................. 2
1.4 Option Consideration......................................................................................... 2
2. Buyer's Examination................................................................................................ 2
2.1 Scope of Investigation........................................................................................ 2
2.2 Entry .................................................................................................................. 4
2.3 Cooperation Regarding Design of Easement Improvements ................................ 5
2.4 Representations and Warranties of Seller............................................................ 6
2.5 Seller's Environmental Indemnity....................................................................... 7
3. Exercise of Option................................................................................................... 7
3.1 Exercise of Option; Conditions of Buyer's Obligations ....................................... 7
3.2 Covenants of Seller............................................................................................ 8
4. Closing And Escrow................................................................................................ 9
4.1 Escrow Instructions........................................................................................... 9
4.2 Closing.............................................................................................................. 9
4.3 Deposit of Documents........................................................................................ 9
4.4 Prorations........................................................................................................ 10
5. Brokers And Expenses...........................................................................................
10
5.1 Brokers............................................................................................................
10
5.2 Expenses..........................................................................................................
11
6. Additional Parking
11
7. Miscellaneous........................................................................................................
11
7.1 Notices............................................................................................................
11
7.2 Entire Agreement.............................................................................................
12
7.3 Time................................................................................................................
12
7.4 Attorneys' Fees................................................................................................
12
7.5 No Merger....................................................................................................... 13
7.6 Successors and Assigns.................................................................................... 13
7.7 Counterparts.................................................................................................... 13
7.8 Governing Law................................................................................................ 13
7.9 Interpretation of Agreement............................................................................. 13
7.10 Authority of Buyer........................................................................................ 13
7.11 Amendments................................................................................................. 14
7.12 Recordation of Memorandum; Action on Termination ................................... 14
8. Right of First Refusal............................................................................................. 14
9. Falkirk Mansion..................................................................................................... 14
10. Easements in Favor of Seller.................................................................................. 14
Exhibit
A Description of Fee Parcel
B
Description of Easement Parcel
C
Description of Falkirk Parcel
D
Bill of Sale and General Assignment
Exhibit 1 to General Assignment:
Description of Real Property
Exhibit 2 to General Assignment:
List of Agreements
E
Easement Agreement
Exhibit I to Easement Agreement:
Description of Falkirk Parcel
Exhibit 2 to Easement Agreement:
Description of Fee Parcel
Exhibit 3 to Easement Agreement:
Description of Easement Parcel
Exhibit 4 to Easement Agreement:
Description of Easement
Improvements
Exhibit 5 to Easement Agreement:
Description of Sewer Easement
Exhibit 6 to Easement Agreement:
Description of Drainage Easement
F
Seller's Closing Certificate
G
Designation Agreement
H
Grant Agreement Between MCF Property Holdings, Inc. and Marin
Arts Council
OPTION AGREEMENT
TIIIs OPTION AGREEMENT (this "Agreement"), dated for reference purposes only as
of December 23, 1999, is between the CITY OF SAN RAFAEL, a California municipal
corporation ("Seller"), and MCF PROPERTY HOLDINGS, INC., a California public benefit
corporation ("Buyer").
1. GRANT OF OPTION
1.1 Property Included in Option
As of the date hereof, Seller hereby grants to Buyer an option (the "Option") to
purchase from Seller, subject to the terms, covenants and conditions set forth herein, all of
the following property:
(a) The real property located in the City of San Rafael, County of Marin, State of
California, commonly known as the "Menzies Parking Lot," and, subject to Section 3.2(c)
below, more particularly described in Exhibit A-1 hereto (the "Fee Parcel"),
(b) All improvements erected or located on the Fee Parcel (collectively, the "Fee
Parcel Improvements"),
(c) All of Seller's right, title and interest, if any, in and to any rights and
appurtenances pertaining to the Fee Parcel, including minerals, oil and gas rights, air,
water and development rights, roads, alleys, easements, streets and ways adjacent to the
Fee Parcel, rights of ingress and egress thereto, any strips and gores within or bounding
the Fee Parcel and in profits or rights or appurtenances pertaining to the Fee Parcel (the
"Appurtenant Rights");
(d) All fixtures and all other tangible personal property of every kind and character,
if any, owned by Seller and located in or on the Fee Parcel (the "Tangible Personal
Property");
(e) All of Seller's right, title and interest in and to all zoning variances, use or other
permits, approvals, authorizations, licenses and consents obtained from any governmental
authority in connection with the development, use, operation or management of the Fee
Parcel, and all other general intangibles relating to the design, development, operation,
management and use of the Fee Parcel (the "General Intangibles")-
(f) All soils tests and engineering reports relating to all or any portion of the Fee
Parcel (the "Reports"), -
(g) All of Seller's right, title and interest in and to any maintenance and service
contracts and other agreements relating to the Fee Parcel and in effect on the Closing Date
(as defined in Section 4.2, below) (the "Agreements"); and
(h) Easements (collectively, the "Easements") for access, landscaping, utilities and
related purposes, as more fully set forth in the Easement Agreement (as defined in Section
4.3, below), over that portion of the Falkirk Parcel (as defined below) which is described
in Exhibit B attached hereto (the "Easement Parcel"). As used herein, "Falkirk Parcel"
means the parcel of real property owned by Seller which is adjacent to the Fee Parcel and
described in Exhibit C attached hereto.
The Fee Parcel, the Fee Parcel Improvements, the Appurtenant Rights, the Tangible
Personal Property, the General Intangibles, the Reports, the Agreements and the
Easements are herein collectively referred to as the "Option Property." The Option
Property and the Easement Parcel (together with any existing improvements thereon) are
herein collectively referred to as the "Property."
1.2 Term
The term of the Option (the "Term") shall commence on the date hereof and expire at
midnight on March 30, 2000; provided, however, that Buyer may extend the Term until
midnight on June 30, 2000 by giving Seller written notice of such extension not later than
February 1, 2000.
1.3 Purchase Price
The consideration paid by Buyer for Seller's conveyance to Buyer of the Option
Property shall consist of (I)) a cash payment in the amount of Seven Hundred Fifty
Thousand Dollars ($750,000), which shall be paid to Seller in immediately available funds
at Closing; and (II) Buyer's agreement to make a charitable contribution at Closing to the
Marin Arts Council ("MAC") in the amount of Three Hundred Fifty Thousand Dollars
($350,000), pursuant to, and subject to satisfaction of the terms and conditions of, a Grant
Agreement between Buyer and MAC in the form of Exhibit H attached hereto (the "Grant
Agreement").
1.4 Option Consideration
Seller hereby acknowledges receipt from Brayer of Ten Dollars ($10.00) and
acknowledges that such payment, together with the covenants and obligations of Buyer
contained herein, constitutes sufficient consideration for Seller's grant of the Option for
the period from the date hereof through March 30, 2000.
2. BUYER'S EXAMINATION
2.1 Scope of Ini�estigation
During the Term Buyer shall be entitled to review and approve all matters relating to
the Property, including the following matters:
(a) All matters relating to title to the Property, including (i) matters disclosed by a
preliminary title report or title insurance commitment, or by any underlying exception
document referred to therein, and (ii) matters disclosed by any survey of the Property.
(b) All matters relating to any governmental and other legal requirements relating to
the Property, such as taxes, assessments, zoning, use permit requirements and building
codes, including any governmental permits and plans and specifications for the Property.
(c) The physical condition of the Property, including any structures, pavements, and
all other physical and functional aspects of the Property.
(d) Any easements and/or access rights affecting the Property.
(e) To the extent in Seller's possession or reasonable control, the following written
materials relating to the Property, originals or true copies of which shall be made available
at City Hall, City of San Rafael, within ten (10) days after the date hereof.
(i) Materials relating to governmental and other legal requirements relating to
the Property, such as entitlements, taxes, assessments, zoning, use permit requirements
and building codes,
(ii) Any existing survey of the Property;
(iii) Governmental permits, licenses and plans and specifications for the
Property;
(iv) Materials regarding the physical condition of the Property, including any
structures and all other physical and functional aspects of the Property;
(v) Reports, studies, assessments, investigations and other materials related to
the presence of Hazardous Materials (as defined below) at, on or under the Property and
the compliance or noncompliance of the Property with any Hazardous Materials Laws (as
defined below);
(vi) Any agreements affecting the Property and all amendments thereto, and any
options, rights of first offer and rights of first refusal; and
(vii) Materials regarding litigation, mechanics' liens, administrative or
condemnation proceedings or governmental investigations pending or threatened
regarding the Property.
(fJ As used herein, "Hazardous Materials" means any material, substance or waste
designated as hazardous, toxic, radioactive, injurious or potentially injurious to human
health or the environment, or as a pollutant or contaminant, or words of similar import,
under any Hazardous Materials Law (as defined below), including, but not limited to,
petroleum and petroleum products, asbestos, polychlorinated biphenyls, urea
formaldehyde, radon gas, radioactive matter, medical waste, and chemicals which may
cause cancer or reproductive toxicity. As used herein, "Hazardous Materials Law" means
any federal, state or local law, statute, regulation or ordinance, as amended from time to
time, pertaining to materials, substances or wastes which are injurious or potentially
injurious to human health or the environment or the release, disposal or transportation of
which is otherwise regulated by any agency of the federal, state or any local government
with jurisdiction over the Property or any such material, substance or waste removed
therefrom, or in any way pertaining to pollution or contamination of the air, soil, surface
water or groundwater, including, but not limited to, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601
et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901
et seq.), the Clean Water Act (33 U.S.C. Section 1251 et seq.), the Safe Drinking Water
Act (42 U.S.C. Section 300f el seq.), the Hazardous Materials Transportation Act
(49 U.S.C. Section 1801 el seq.), the Toxic Substance Control Act (15 U.S.C.
Section 2601 et seq.), the Hazardous Substance Account Act (California Health and
Safety Code Section 25300, el seq.), the Hazardous Waste Control Law (California
Health and Safety Code Section 25100, el seq.), the Medical Waste Management Act
(California Health and Safety Code Section 25015, el seq.), and the Porter -Cologne Water
Quality Control Act (California Water Code Section 13000, el.veq.).
2.2 Entry
(a) During the Term, Buyer, including all agents, representatives and other persons
designated by Buyer, shall have the right, with reasonable prior notice, and in compliance
with the requirements of this Section 2, to enter on any portion of the Property for the
purpose of investigation, discovery and testing of the Property, including surveying, soil
testing and boring, hydrological studies, environmental studies, or any other testing Buyer
determines to be necessary or appropriate. Buyer, including all agents, representatives and
other persons designated by Buyer, shall also have the right to inspect all books, records
and files of Seller pertaining to the Property, provided that such inspection is conducted
during Seller's normal business hours, unless Seller desires such inspection to be
performed at other hours. Seller agrees to cooperate with Buyer at no material cost to
Seller with regard to Buyer's efforts to obtain all relevant information concerning the
Property.
(b) Without limiting the provisions of subsection (a), before any entry to perform
any on-site testing, Buyer shall give Seller written notice thereof, including the identity of
the company or persons who will perform such testing and the proposed scope of the
testing. Seller shall approve or disapprove the proposed testing in writing, together with
an explanation of any disapproval (if applicable), within three (3) business days after
receipt of such notice. If Seller fails to respond to Buyer's request, such request shall be
deemed approved. If Buyer or its agents, employees or contractors take any sample from
the Property in connection with any such testing, Seller shall be provided an opportunity
to take a portion of such sample being tested in a sufficient quantity to allow Seller, if it so
chooses, to perform its own testing Buyer shall; if requested to do so by Seller, backfill
4
any borings, holes or trenches resulting from any entry on the Property by Buyer or its
agents, employees or contractors (including removal of any cylinder or core installed as
part of such borings, holes or trenches, and compaction of backfill material to match the
compaction of surrounding soil). Buyer shall obtain at its sole expense any clean materials
needed to complete any such backfilling in accordance with all applicable laws and
regulations. In the event that any material excavated by Buyer in connection with its
testing is contaminated by the presence of Hazardous Materials, if Buyer actually
purchases the Property (or an easement interest in the Property) from which such material
is excavated, Buyer shall at its sole expense dispose of any such material which has been
excavated by Buyer in accordance with all applicable laws and regulations; if Buyer does
not purchase the Property (or any easement interest in the Property) from which such
material is excavated in accordance with this Agreement, Seller shall dispose of any such
material which has been excavated by Buyer in accordance with all applicable laws and
regulations, and Buyer shall reimburse Seller for one-half (1/2) of Seller's actual out-of-
pocket costs incurred in performing such disposal. Any such material so excavated by
Buyer shall be stored on the Property in sealed containers, in accordance with all
applicable laws and regulations pending determination of the party responsible for the
disposal thereof. If the purchase of the Option Property does not close for any reason,
Buyer shall have no obligation to remediate any contamination revealed by Buyer's
investigations with respect to the Property except to the extent Buyer or its contractors
caused the release of such contamination to occur or exacerbated the condition thereof.
(c) Buyer shall provide to Seller copies of all laboratory analyses performed by or
for Buyer of samples taken from the Property promptly after Buyer receives the same. In
addition, Buyer shall promptly deliver to Seller copies of any reports relating to any
testing or other inspection of the Property performed by Buyer or its agents, employees or
contractors.
(d) Seller may continue to use the Property in its customary fashion during the term
hereof to the extent such use does not interfere with Buyer's exercise of its rights of entry
and investigation under this Agreement.
2.3 Cooperation Regarding Design of Easement Improvements
The proposed design of improvements which are to be constructed by Buyer on the
Easement Parcel pursuant to the Easement Agreement shall be reviewed by the Cultural
Affairs Commission, which shall forward a recommendation to the City Council in an
expeditious manner. The Cultural Affairs Commission shall consider recommendations of
the Historic Preservation Impact Report to be prepared by Page & Turnbull, (the "Page
Turnbull Report") and the Arborist's Report (the "Arborist's Report"), both of which will
be completed as part of the planning submittal package.
5
2.4 Representations and Warranties of Seller
(a) Seller represents and warrants to Buyer that:
(i) This Agreement and all documents executed by Seller which are to be
delivered to Buyer (a) are or at the time of Closing will be duly authorized, executed and
delivered by Seller, (b) are or at the time of Closing will be legal, valid and binding
obligations of Seller, and (c) do not and at the time of Closing will not violate any
provision of any agreement or judicial order to which Seller is a party or to which Seller or
the Property is subject.
(ii) To Seller's knowledge, there are no pending or threatened claims, suits,
actions, arbitrations or regulatory, legal, or other proceedings or investigations affecting
the Property or Seller's rights and obligations under this Agreement, or any pending or
threatened condemnation of the Property, or any part of it.
(iii) To Seller's knowledge, the Property is in compliance with all applicable
federal, state and local laws, regulations, orders and permit conditions.
(iv) There are no outstanding leases, licenses or other occupancy agreements,
service or maintenance contracts, or other agreements relating to the Property which will
survive the Closing, other than as disclosed by Seller to Buyer in writing (including a copy
of any such agreement if in writing) within thirty (30) days after the date hereof, or if
Seller enters into such agreement after such 30 -day period, then within five (5) days after
Seller enters into such Agreement. If Buyer receives written notice of such an agreement
after giving notice of its exercise of the Option, Buyer may cancel such notice of exercise
of the Option by giving written notice to Seller within five (5) days after receiving such
notice of such agreement.
(v) At the Closing there will be no outstanding contracts made by Seller for
any improvements to the Property which have not been fully paid for, and Seller shall
cause to be discharged all mechanics' and materialmen's liens arising from any labor or
materials furnished prior to Closing which pertain to the Property.
(vi) The Property is not in violation of any federal, state, or local law,
ordinance, or regulation relating to any environmental conditions on, under, or about the
Property, including, but not limited to, soil and groundwater conditions. During the time
in which Seller owned the Property, neither Seller nor, to the best of Seller's knowledge,
any third party has used, generated, manufactured, produced, stored or disposed of on,
under, or about the Property or transported to or from the Property any Hazardous
Materials. There is no proceeding or inquiry by any governmental authority (including,
without limitation, the Environmental Protection Agency or the California State
Department of Health Services) with respect to the presence of Hazardous Materials on
the Property or their migration from or to other property.
(b) All representations and warranties of Seller contained in this Agreement shall
survive the Closing.
2.5 Seller's Environmental Indemnity
Seller agrees to indemnify, defend and hold harmless Buyer and any successors to
Buyer's interest in the Property, and their respective directors, officers, employees and
agents, from and against any and all liability, including, without limitation, any and all
suits, actions, proceedings, investigations, demands, claims, liabilities, fines, penalties,
liens, judgments, losses, injuries, damages, expenses and costs whatsoever, including
attorneys' and experts' fees and costs and investigation and remediation costs, arising
from the use, generation, storage or disposal of Hazardous Materials on, under or about
the Property by Seller ("Seller -Caused Liabilities") or any other person ("Third -Party -
Caused Liabilities") before the Closing; provided, however, that Buyer and/or Buyer's
successors in interest in the Property, as applicable, shall reimburse Seller for one-half
(1/2) of Seller's actual out-of-pocket costs incurred in indemnifying, defending and
holding Buyer and/or Buyer's successors in interest to the Property (and their respective
directors, officers, employees and agents), as the case may be, harmless from and against
any Third -Party -Caused Liabilities which arise from events or conditions that occurred
before Seller acquired possession of or title to the Property. Seller's indemnity set forth in
this Section 2.5 shall survive the Closing.
3. EXERCISE OF OPTION
3.1 Exercise of Option; Conditions of Buyer's Obligations
Buyer may exercise the Option by giving Seller written notice (the "Option Notice")
prior to the expiration of the Term. Upon such exercise of the Option, Buyer's obligation
to purchase the Option Property shall be subject to, among other conditions, the following
conditions of closing:
(a) First American Title Insurance Company shall issue in favor of Buyer an ALTA
1970 Form B extended coverage owner's policy of title insurance relating to the Option
Property, subject only to (i) non -delinquent liens for local real estate taxes and
assessments, and (ii) any other exceptions approved in writing by Buyer during the Term
or arising out of Buyer's actions (collectively, the "Permitted Exceptions"), and including
such special endorsements as Buyer may require in Buyer's sole and absolute discretion
(collectively, the "Title Policy"). Buyer shall pay the title insurance premiums for the Title
Policy.
(b) Buyer shall have approved, in its reasonable discretion, a corrected legal
description for the Fee Parcel which Seller shall have caused to be prepared pursuant to
Section 3.2(c) below.
(c) A traffic consultant reasonably acceptable to Buyer shall have confirmed in
writing, at Buyer's sole expense, that a total of seventy-four (74) parking spaces, including
twenty (20) public parking spaces, all as configured in plans prepared by Buyer subject to
design review approval by Seller, will be sufficient to satisfy all zoning and all other
regulatory and legal requirements relating to the provision of parking on the Property in
connection with Buyer's planned development of the Property. Seller must review and
approve Buyer's traffic consultant's study regarding the sufficiency of parking hereunder.
Buyer agrees that all 74 spaces onsite shall be made available to the public when not in use
by Buyer.
(d) From and after the time of Buyer's exercise of the Option, there shall have
occurred no change in the condition of the Property, whether physical or otherwise, that
makes the Option Property materially less suitable for the Project.
(e) Seller shall deliver into escrow all of the items described in Section 4.3(a) below.
(f) Buyer shall have approved, in its sole and absolute discretion, the locations of
the Sewer Easement (as defined in Section 10 below) and the Drainage Easement (as
defined in Section 10 below), as specified by the legal descriptions for such easements
prepared by Seller pursuant to Section 10 below.
3.2 Coi,ennnts of ,Seller
Upon Buyer's exercise of the Option, Seller covenants and agrees as follows:
(a) Seller shall not enter into any leases, licenses, occupancy agreements, service or
maintenance contracts or any other agreements relating to the Property, or any material
amendments of the same, without Buyer's prior written consent.
(b) If any portion of the Property shall become subject to a condemnation action,
this Agreement shall terminate and neither party shall have any further obligations
hereunder.
(c) Seller, at its sole expense, shall arrange for the filing of a Record of Survey and
take all other steps necessary to prepare a revised legal description which corrects any
mathematical errors contained in the preliminary legal description for the Fee Parcel
attached hereto as Exhibit A-1. If Buyer, in its reasonable discretion, approves of such
corrected legal description, Buyer and Seller, by written agreement at or before the
Closing, shall attach such corrected legal description to this Agreement as Exhibit A-2
hereto and to the Easement Agreement as Exhibit 2 thereto, and for the purposes of the
Closing such corrected legal description shall supersede the legal description set forth in
Exhibit A-1 hereto.
4. CLOSING AND ESCROW
4.1 Escrow Instructions
Upon execution of this Agreement, the parties hereto shall deposit a fully executed
copy of this Agreement with First American Title Insurance Company, Myra Engelkes
(the "Escrow Agent"), and this instrument shall serve as the instructions to the Escrow
Agent as the escrow holder for consummation of the purchase and sale contemplated
hereby. Seller and Buyer agree to execute such reasonable additional and supplementary
escrow instructions as may be appropriate to enable the Escrow Agent to comply with the
terms of this Agreement; provided, however, that in the event of any conflict between the
provisions of this Agreement and any supplementary escrow instructions, the terms of this
Agreement shall control.
4.2 Closing
The closing hereunder (the "Closing") shall be held, and delivery of all items to be
made at Closing under the terms of this Agreement shall be made, at the offices of the
Escrow Agent on the thirtieth (30`x') day after Seller's receipt of the Option Notice, or if
such day is not a business day, then on the first business day thereafter, and before 1:00
p.m. local time, or at such other earlier date and time as Buyer and Seller may mutually
agree upon in writing (the "Closing Date"). Such date and time may not be extended
without the prior written approval of both Seller and Buyer.
4.3 Deposit of Documents
(a) At or before the Closing, Seller shall deposit into escrow the following items:
(i) A good and sufficient grant deed conveying the Fee Parcel, the Fee Parcel
Improvements, and the Appurtenant Rights to Buyer, subject only to the Permitted
Exceptions;
(ii) Two (2) duly executed counterparts of a Bill of Sale and General
Assignment ("General Assignment") in the form attached hereto as Exhibit D, conveying
the Tangible Personal Property, the General Intangibles, the Reports, and Agreements to
Buyer, subject only to the Permitted Exceptions;
(iii) Two (2) duly executed and acknowledged counterparts of an Easement
Agreement in the form attached hereto as Exhibit E (the "Easement Agreement"),
conveying to Buyer, among other things, various easement rights in the Easement Parcel,
(iv) A duly executed Seller's Closing Certificate in the form attached hereto as
Exhibit F;
(v) Two (2) duly executed counterparts of a Designation Agreement
("Designation Agreement") in the form attached hereto as Exhibit_G.
(b) At or before the Closing, Buyer shall deposit into escrow funds necessary to
close this transaction, together with the following items:
(i) Two (2) duly executed counterparts of the General Assignment;
(ii) Two (2) duly executed and acknowledged counterparts of the Easement
Agreement;
(iii) Two (2) duly executed counterparts of the Designation Agreement; and
(iv) Two (2) duly executed counterparts of the Grant Agreement
4.4 Prorotions
(a) Real property taxes and assessments; annual permits and/or inspection fees
(calculated on the basis of the period covered); and any other expenses normal to the
operation and maintenance of the Fee Parcel shall all be prorated as of 12:01 a.m. on the
date the Deed is recorded, on the basis of a 365 -day year. Seller and Buyer hereby agree
that if any of the aforesaid prorations cannot be calculated accurately on the Closing Date,
then the same shall be calculated as soon as reasonably practicable after the Closing Date
and either party owing the other party a sum of money based on such subsequent
proration(s) shall promptly pay said sum to the other party.
(b) Any transfer taxes applicable to the sale and any recording charges shall be paid
by Seller. Escrow fees and any other expenses of the escrow for the sale shall be paid by
Buyer and Seller in accordance with customary practice as determined by the Escrow
Agent.
5. BROKERS AND EXPENSES
S.1 Brokers
(a) Seller represents to Buyer, and Buyer represents to Seller that (except for Orion
Partners Ltd. ("Broker"), whose commission will be paid by Buyer pursuant to the terms
of a separate agreement between Broker and Buyer) there is no broker, finder, or
intermediary of any kind with whom such party has dealt in connection with this
transaction.
(b) Seller agrees to indemnify and hold harmless Buyer and all of its officers,
directors, agents, representatives and employees, and Buyer agrees to indemnify and hold
harmless Seller and all of its officers, agents, representatives and employees, against and
from all claims, demands, causes of action, judgments, and liabilities which may be
asserted or recovered for fees, commissions, or other compensation claimed to be owing
due to any dealings between the indemnifying party and the party claiming such fee,
commission or compensation in connection with this transaction, including costs and
reasonable attorneys' fees incident thereto. The parties hereto agree that the foregoing
obligations of indemnification shall survive the Closing hereunder and the expiration or
termination of the Agreement, however caused.
5.2 Expenses
Except as provided in Sections 3(a) and 4.4(b) above, each party hereto shall pay its
own expenses incurred in connection with this Agreement and the transactions
contemplated hereby.
6. ADDITIONAL PARKING
In the event that, in addition to the seventy-four (74) parking spaces referred to in
Section 3.1(c) hereof, additional parking spaces on the Property shall become required by
Seller pursuant to any zoning or other regulatory or legal requirement, Seller hereby
agrees that Buyer may comply with such additional parking requirement by contributing an
amount, calculated as provided below, to a general parking fund which shall be owned and
administered by Seller. The amount to be contributed shall be determined by the use of
the Marshall Valuation Service ("MVS") published by Marshall & Swift, Los Angeles,
CA. Interpretation of the MVS shall be done using the calculator method by an M.A.I.
appraiser mutually agreed upon between Buyer and Seller. If agreement on an appraiser
cannot be reached, Buyer and Seller will each select an M.A.I. appraiser. These two
M.A.I. appraisers shall then select a third M.A.I. appraiser to interpret the MVS, using the
then current issue of MVS, adjusted for Marin County conditions. Costs will be for a
Class A — Good — parking structure or an Excellent Surface Parking Lot, or for the City's
prevailing construction standards at that time. In all cases, the value of land necessary to
build a project shall be considered part of the project cost.
7. MISCELLANEOUS
7.1 Notices
Any notices required or permitted to be given hereunder shall be given in writing and
shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt
requested, or (c) by a commercial overnight courier that guarantees next day delivery and
provides a receipt, and such notices shall be addressed as follows:
,SEL/IsR: City of San Rafael
City Ball - 1400 Fifth Avenue
San Rafael, CA 94901
Attention: Mr. Rod Gould
City Manager
WITH COPIES TO: Ragghianti, Freitas, Montobbio & Wallace
874 Fourth Street
San Rafael, CA 94901
Attention: Gary T. Ragghianti, Esq.
BUYER: MCF Property Holdings, Inc.
17 E. Sir Francis Drake Boulevard
Suite 200
Larkspur, California 94939
Attention: Mr. Sid Hartman
WITH COPIES TO: Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
Attention: Brian N. Poll, Esq.
Real Estate Notices/412595/27
or to such other address as either party may from time to time specify in writing to the
other party. Any notice shall be effective only upon delivery.
7.2 Entire Agreement
This Agreement, together with the Exhibits hereto, contains all representations,
warranties and covenants made by Buyer and Seller and constitutes the entire
understanding between the parties hereto with respect to the subject matter hereof. Any
prior correspondence, memoranda or agreements are replaced in total by this Agreement
together with the Exhibits hereto.
7.3 Time
Time is of the essence in the performance of each of the parties' respective
obligations contained herein.
7.4 Attorneys' Fees
If either party hereto fails to perform any of its obligations under this Agreement or if
any dispute arises between the parties hereto concerning the meaning or interpretation of
any provision of this Agreement, then the defaulting party or the party not prevailing in
such dispute, as the case may be, shall pay any and all costs and expenses incurred by the
other party on account of such default and/or in enforcing or establishing its rights
hereunder,'including, without limitation, court costs and reasonable attorneys' fees and
disbursements. Any such attorneys' fees and other expenses incurred by either party in
enforcing a judgment in its favor under this Agreement shall be recoverable separately
from and in addition to any other amount included in such judgment, and such attorneys'
fees obligation is intended to be severable from the other provisions of this Agreement and
to survive and not be merged into any such judgment.
lip)
7. S No Merger
The obligations contained herein shall not merge with the transfer of title to the
Option Property but shall remain in effect until fulfilled.
7.6 Successors and Assigns
This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns.
7.7 Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the same
instrument.
7.8 Governing Laiv
This Agreement shall be governed by and construed in accordance with the laws of
the State of California.
7.9 Interpretation of Agreement
The section and other headings of this Agreement are for convenience of reference
only and shall not be construed to affect the meaning of any provision contained herein.
Where the context so requires, the use of the singular shall include the plural and vice
versa and the use of the masculine shall include the feminine and the neuter. The term
"person" shall include any individual, partnership, joint venture, corporation, trust,
unincorporated association, any other entity and any government or any department or
agency thereof, whether acting in an individual, fiduciary or other capacity.
7.10 Authority of Buyer
Buyer represents and warrants to Seller that Buyer is a public benefit corporation
duly organized, validly existing, and in good standing under the laws of the State of
California. Buyer further represents and warrants to Seller that this Agreement and all
documents executed by Buyer which are to be delivered to Seller at Closing (a) are or at
the time of Closing will be duly authorized, executed and delivered by Buyer, (b) are or at
the time of Closing will be legal, valid and binding obligations of Buyer, and (c) do not
and at the time of Closing will not violate any provision of any agreement or judicial order
to which Buyer is a party or to which Buyer is subject. The foregoing representation and
warranty and any and all other representations and warranties of Buyer contained herein
shall survive the Closing.
73
7.11 Amendments
This Agreement may be amended or modified only by a written instrument signed by
Buyer and Seller.
7.12 Recordation of 1Mlennoranrlun:; Action on Termination
Buyer may record a memorandum of this Agreement signed by Buyer and Seller in
the Official Records of Marin County, California. At the option of Seller, upon
termination or revocation of this Agreement, a statement acknowledging such termination
or revocation, signed by Buyer and Seller shall be recorded in the Official Records of
Marin County, California.
8. RIGHT OF FIRST REFUSAL
After the Closing, in the event that Buyer elects to sell the Option Property, Buyer
shall notify Seller in writing of the material terms (the "Selected Terms") on which Buyer
intends to offer the Option Property for sale. Seller shall have forty-five (45) days from
receipt of such notice in which to elect whether to purchase the Option Property on such
Selected Terms, and to negotiate in good faith with Buyer the remaining terms of, and
enter into, an agreement to purchase the Option Property incorporating such Selected
Terms. If no such agreement is entered into within such forty-five (45) day period, Buyer
shall be free to offer the Option Property for sale on the Selected Terms to any other
party. If Buyer elects to offer the Option Property for sale on terms materially different
from the Selected Terms previously offered to Seller, Buyer shall first offer the Option
Property to Seller on such new terms. The obligations of Buyer set forth in this Section
shall survive the Closing.
9. FALKIRK MANSION
Buyer and Seller acknowledge that, after the Closing, (i) Seller may donate all or any
portion of the total cash proceeds resulting from the sale of the Option Property, to a
Falkirk Cultural Center Fund (the "Fund"), as may be established by an Agreement
establishing said Fund through the Marin Community Foundation, to be mutually agreed
and entered into by Buyer and Seller, and (ii) in the event of such donation, MCF intends
to agree to manage the Fund for a period of ten (10) years without assessing an
administrative fee to the Fund.
10. EASEMENTS IN FAVOR OF SELLER
At the Closing, pursuant to the Easement Agreement, Buyer will grant in favor of
Seller certain easements over, across and under various portions of the Property for
parking and for maintenance of an underground sewer pipe and an underground storm
drainage pipe, each on terms and conditions set forth in the Easement Agreement. Within
sixty (60) days after the execution of this Agreement, Seller shall, at its own sole expense,
14
cause the preparation of legal descriptions of the portions of the Property to be
encumbered by such sewer pipe easement (the "Sewer Easement") and such storm
drainage pipe easement (the "Drainage Easement"), which legal descriptions shall be
attached as Exhibits 5 and 6, respectively, to the form of the Easement Agreement. It
shall be a condition to Buyer's obligation to close the purchase of the Property that such
legal descriptions be approved by Buyer in its sole and absolute discretion.
The parties hereto have executed this Agreement as of the respective dates written
below.
SELLER: CITY OF SAN RAFAEL,
a California municipal corporation
Date: /2-/"z , 1999 By:�._
RUD GOULD
Its: City Manager
Ai It51 :
Date: AT , 1999 By:A. - _
JEAIVNE M LEONCI I
Its: City Clerk
BUYER: MCF PROPERTY HOLDINGAration
.,
a Cal' is public benefit
Date: /-Z- �? . , 1999: By: om Peters, Ph.D.
Its: President and CEO
15
ESCROW AGENT'S ACKNOWLEDGMENT
The undersigned hereby executes this Option Agreement to evidence its
agreement to act as Escrow Agent in accordance with the terms hereof.
ESCRW AGENT: FIRST AMERICAN TITLE INSURANCE COMPANY,
Date: , 1999 By:
Its:
16
EXHIBIT A
DESCRIPTION OF FEE PARCEL
All that certain real property situated in Marin County, California, described as
follows:
[SEE FOLLOWING PAGES]
EXHIBIT A-1
DESCRFPTION OF FEE PARCEL
All that certain real property situated in Marin County, California, described as
follows:
DFPICIAL WORDS 0011M OF }(AKIN
aeCOa OImr wr'011rayco 1Y
r,3,)77
..a — .re.......n ..
rTl10 Cl.... of Lan Rafael
City Ilall
.r~ CGT. Ra£ael, Calif.
Ov L ATTN: Gd')f!Vd4'f:"'
L
I�'' a.l W
1
ra.r
Sano of 1Ioovr
L
10LUEEMEXHUM
3::•31?0 a.:.1:5�
f;ECORDED AT -REQUEST OF
TITLE INSURANCE
AND TRUS I COMPANY
1 ATQ nlrn. FA3T M.
NOV 301976
••u:: Olfi:til h=* A Ihrf>f C4101y, Wil.
•--� iTi S�Q3_ rp�nrt.Ii
J
-rACL AOOVC TUIV LIN[ ►011 AEManro'a L,at
Individual Grant Deed A -L --Iy/C -_
7.10004d /U441ML9 r7 nC04 TITLCIt -"f ,
The ofldcra1a04a1 Sraatur(.) doLrcl,)
Docw=ury (raaalfw Uz u S 770.00 _ -�_
( X4 e=Lpj, d an loll Tllue of property e0ovcycd, or
( c put,4 M pill vahw Ins value of lkni Lnd cnu w1rwev 1emain;v9 it Llai Of ule.
( 1 UOo..e.,y.r.La .Y..1 ( 1 C•KT .I - and
rOR A VALUADLE CONSIDERATION, —:r4 -1 -W6 6 1'^-hT aano.rled�
ROUND 0. JOINSON MD DORA JOti.YSc„*f, his wife
3.rn1T CRdMf(S) t.
THE CITY OF 3rLY RJUJALL, a tdlalicipal Cosporati0n
Ibe folia -;.g descriW real property In the City of 5an Rafael
C„a,T of Marin , swe of f lif—:.:
COMMENCING AT A POINT IVRTM 6 1/2a EAST 60 FC --T rrO(l TM! IIORTMiCSTCALY
C0RM1:R OF Tf'E HA115014 LOT SO-CALLED, SAID MANSOII'S LOT 11MIG THAT POPTION
OF BLOCK 111911 (III TIIE TOWIL PLAT OF TITS TOWN OF SAI1 RAFAEL, AS SURVEYED BY
COUNTY SURVEYOR A. 0. EASC00T, A.O. 1253) C011VEYEO SY T. H_ MAtISOII To
S. V. SoITM BT DCCD OATCO MARCH 10, 1000; Tlimcc ruwlluc I:ORTH 83 1/20
tIEST 100 FEET TO A STAKE; THLME I:UKTn 5 l/z• EAST :69 FCCT, CRO53I:r,
11000ED ARROYO TO A STAKE; TIIENCE I.UP.TI( 570 EAST 175 FEET C INCHES ALCM
THE )4OATMW9;TEP.LY GAIM OF ARPOYO TO T)IF S i AI.E Ili THE LESTEP.LT LIIIE OF
LAr1D 5OLU OT J. D. OULLIS TO S, V. S111TIII THEtIC6 SCUTII 6 1/20 NEST 373
FEET 3 1r4Cr1t5 ALONG ThE 1rCST LMC Or 3111THIS LVID, rCCr:a1,7[I1G AAPOVO TO
THE PLACE OF BEG11411111G. \ / v 1 1%
r>,w Noy, er 1 1 ]z
.NT %TE or r_t1.IMF:11•%
CIl(:TTT UF- A-*- _.. —
0.1 -.KaY. ZSR-lub mire a,. tA- uM1Fi-
.:._I• . •4. _ pVlJir i. rel I.d •Jj `I.I•. rr-..Jll 3pP-.r-1
R6I-aad.� T••Lw• •• aarl Dora -Tohac6a
1. tr IM 0.r_..• _ •b.. u...•_S izn wl•-•rah-J t.. IA..nl.;n
:..,...-...-I .l...I-L-I ,Lr .-h1G141 NW It -
IL ITNEA1
t-
11TNEA1 -, L. -J. -.l .Z :.I -.L
f,Q'- QLG..Z'.1-i.Lw
Ro and 0, jlobn n
Mo—"% ILM
!�� rete_ pef.tly
Olen OF m"
lb Ore. Ah- ra.. a tta•
• 1111. Ik.L�r �, 1'-.... .� I...,. �... 94915.. (�
"Alk T'A SFAYE"PM Az1 od►aCT[0 A10"
c�
r
� n.
r D
THIS FLAP MAY OR MAY NOT BE A SURVEY OF TWE O
LAND DEPICTED HEREON. YOU SHOULD NOT RELY
UPON ! f FOR ANY PURPOSE OTHER THAN ORIEWTA
m
.�
TION TOTIIEGENERALLOCATION OFTHEPARCEL OFI
N„ HCELS DEM TED. FIRST AMERICAN IVAESSLY
ft r;,
D;SCLA!kiS ANY LIABILITY FOR ALLEGED LOSS OR
i jb
D
DAIVAGE WHICH MAY RESULT FROM RWANCE UPON
,.rh
7. m
z
TH9 W.
n _
Fk-seE)erfcan TLt1e Cowpony
m Q b
GfLo
m
� n.
EXHIBIT B
DESCRIPTION OF EASEMENT PARCEL
All that certain real property situated in Marin County, California, described as
follows:
[SEE FOLLOWING PAGES]
EXF[IBIT B
DESCRIPTION OF EASEMENT PARCEL
INGRESS AND EGRESS EASEMENT
All that real property in the City of San Rafael, County of Marin, State of California, being an
easement for ingress and egress over that portion of the lands of the City of San Rafael as
described in the deed recorded in Book 2848 of Official Records, Page 293, Marin County
Records, and more particularly described as follows:
BEGINNING AT the southwesterly comer of said lands, also being the southeasterly comer of
the lands of the City of San Rafael as described in the deed recorded in Book 3120 Official
Records, Page 184, Marin County Records, thence, northerly along the easterly line of said lands
also being the westerly line of said lands first described above. North 6052'00" East 382.39 feet to
the northeasterly comer of said lands second described above;
Thence, leaving said common line, South 54008'00" East, 25.50 feet;
Thence South 46008'00" East 25.67 feet;
Thence South 29008'00' East 20.25 feet;
Thence South 0008'00" East 43.54 feet;
Thence along a non -tangent curve to the west, from a line bearing South 6005'20" East to the
radius point, with a radius of 26.00 feet, through a central angle of 45025'08", 20.61 feet to a point
of compound curvature;
Thence, along said curve with a radius of 100.00 feet through a central angle of 25026'21', 44.40
feet;
Thence South 13003'11" West, 38.44 feet;
Thence along a tangent curve to the left with a radius of 115.00 feet, through a central angle of
13017'10% 26.67 feet to a point of compound curvature;
Thence along said curve with a radius of 190.00 feet, through a central angle of 17011'46" 57.02
feet to a point of reverse curvature;
Thence, along said curve with a radius of 220 feet, through a central angle of 14043'00', 56.51
feet to a point of compound curvature;
Thence, along said curve with a radius of 384.00 feet, through a central angle of 91,37'45", 64.54
feet;
Thence South 6055'00' West, 4.00 feet to a point on the southerly boundary line of said lands first
described above;
Thence westerly along said southerly line also being the northerly right of way line of Mission
Avenue, North 83005'00' West, 62.64 feet to the POINT OF BEGINNNING.
Prepared by:
I.L. SCH RTZ ASSOCIATES,
sr
Iry�rt� L. Schwan , C.E. /
w
6970;;mt.doc d
01/19/99 X*
)�,pFESS10,4
pUIS S�y�lFy
9� G,
No. 18221N �
Exp. 6-30-01
s�qr CIVIL ���'
OFCAI�Fac
1.
EXHIBIT B
I.L. 56HWAR TZ .A55001/4 TE5, INC. o
CIVIL ENGINEERING AND LAND SURVE77NO
79 GALL1 DR/VE NOVATO CA 94949 (4/5,1983-9200 FAX d03-2763
INGRESS/EGRESS
EASEMENT I
I SSlON A VTAVj
DRAW. ..sae NO.
J.R.H. 6970
DATE: SFT Na.
7/17/99 / OF"
,A 55406vo,F
� 25-50'
5 , ?567'
205'
.33'00
.2�
Z Cb OB'
25 262/"
i r
100.60'
/ y~ L= 44.-A,,
m
6-M- OF 5AN R FAEL,
3/20 OR 16.4 v= /317/0'
AP1/-162-/7
i R= /1500'
q:96'
5 d3 05620"E.
LN
99
d= 17'//46'
•moi �
;�
L= 57.02'
C�
I SSlON A VTAVj
DRAW. ..sae NO.
J.R.H. 6970
DATE: SFT Na.
7/17/99 / OF"
,A 55406vo,F
� 25-50'
5 , ?567'
205'
.33'00
.2�
Z Cb OB'
25 262/"
i r
100.60'
/ y~ L= 44.-A,,
m
6-M- OF 5AN R FAEL,
3/20 OR 16.4 v= /317/0'
AP1/-162-/7
i R= /1500'
q:96'
5 d3 05620"E.
o / ; 61 TY OF 5AN RAFAEL
'tel2640 OR 293
APN 11-131-05
A= 14'43W'
.• ���,•' -`--R=21000'
L= 5651'
i �% •.` / i d= 9 37'45'
364.00'
LS 64-5:4'
/ N O�i SSGiO' E
'� • �/ 4.00
6164,
5GALE I" = 50'
L - 2d67'
99
d= 17'//46'
R= 190.00'
ry
L= 57.02'
o / ; 61 TY OF 5AN RAFAEL
'tel2640 OR 293
APN 11-131-05
A= 14'43W'
.• ���,•' -`--R=21000'
L= 5651'
i �% •.` / i d= 9 37'45'
364.00'
LS 64-5:4'
/ N O�i SSGiO' E
'� • �/ 4.00
6164,
5GALE I" = 50'
DESCRIPTION OF FALKIRK PARCEL
OFFICIAL RYCORD3 COtrM OF wiN
.�ee�o,No ted�t,.Eo o. RECORDED AT REQUEST OF
MME GUARa���^ 95. .
AT tYl� A� r• 7 / D M.
r" —1 Offtzt�l lsefri� !t �frbl lbMrlt). Ct[il.
rmi'_203 0 RECOROE4
l03
e►ar.r Jan%,r 711,R LINE FOR RECORDER'S USE
DOGUMENTART 7RANSfER TAX j `x.ox.c.
�-, _Conl3uled on full uarl,7 al p.n:rrl:• :-+nvy�,+.,
OR ComPurcd on null .,,rue res rr�:f; ;rtrt
L J `qaC ;�; « al ume or60C:..Ic.
IVXnal4.a of Deem -.w aa,w,
rkm ftne
Grant. i.)Ped"--
r , • . . r.rf .G• 1o.,ruwa4 •t e,r�L rwW►.wGt Mo 7.Y.T Go....• //��
// -il�• CS 7•�rr /0495,0 l!,'
FOR A VALUADLE COMIDERATIOir, rmipt or .hied is hereby actnovled:r 1. D
FRT F.R J. Dor.rAR, Ai50 KNOWN AS FSTHF.R T. DOLLAR BF -ARE
One or the Trustees under the Will of K. Stanley Dollar, deceasec
1r %Aj GRA.NTISl fY THE CITY OF 3AH RAFAEL, A Municipal Corporation, the
A- r,II .;wF A..e.:4-! ,.al r•^r*•b :w •n. County
DAZFXM !Kirin ,9,.1rorri11rwrnl.:
Beginning at the southeartorly corner of that lot of land eonv!yed
bJ Jamc3 D. Dullia to 0. 8. Haakcll, by decd dated JLly 15th, 1e661 and
recorded on page 113 of Liber F ur Dccd9, In Lhe office of the County nc-
corder of said 1t4rin County, said point of beginning being 233-1/2 feet
mossurpd northerly alone the easterly line of E Street from the northerly
Aide of Sth Avenue and running thence by the true merit?n on n enur.na
pparallel to the northerly aide of 5th Avenue, SButh 83 4 1 319 1/2
feet to a post rmrked W. 2 x B; thence North 23 31 mat461/e Teat
to a poab markerd W. j A 3 drlv�n in the clump of live eak bru3 et; thence
north j8 west 115 1/2 feet to a post marked W. 4 z 5 from which a 11 -re
mak tree 2 feet in diameter narked B T. W. 4 Dears South 2jo rest dis-
tant 9/1/4 feet; thence north 6-1/h b P.3Rt 330 feet (at 130 feet this
latter cour3c pooato 2 feet Neat of P+ator tank), to the northeast corner
of Ltfeie lo: o1' land conveyed by Sydney V. Smith to Jo=c3 D, Walker by
need dated July 1st, 1369, and :ctorded on payc 5502 of L1Der 0 of dccd3,
Marin Count!- Records; thence by t." true meridian and ascending,tne sourn-
erly nlnr,Ryoorr Senn Rafael Hill, north 16600 15' Ea3t 792 feet to a stake In
ako?85 t'tr gvooaej�Y• inoae:dL ; thence descerwihill
ing frays the 510
.�
hill in the call-.■ or and alone the eafrterly line of the northerly por-
tion of th-a landa fomerlg to 01Corm ors; SOutn 160 15' Wes:
932 Ccct, then:e -Fouth 3'-* 301 'Wtat 650 foot to the p1sce of her -inning,
containing 11-1/10 acro], wort Or 1&'J3. Q
Alto known az i.....ao-'] ?3fc2l ill -1'1-i. "4448 7•t6EGrn
'1• '.,..'jam,' ,' ;fr;i '•'i r ii Y i _ :f •:
0 MAW
to
t� r
Amami ltWti .�.ryrrv.
r1.: �;•r .:..•., •1' '. �'f. .� Irl.: ':' � •'
� f Y '! i�'-, 'zr•,•. ) {: :y: , �,h.�.4*,'t.. r�f�711rr.
no
niter,l'j:•��i'�•'G'�;!�'':�'•'r' ° a`"' •i:i:••' 'ii;:.t�`l— c
•(• -. 1. ..{ t: {••:7.''f''_': - .;?5. • :`:;1':. ;, �I, 1�.: t,.,r,r1 ,!:
'•";uZc'(1`?•rrl , 1'j c :i-• ''7 ,�� Jb::: i"t'
••SJ-J.�'�I®'�y �A '•ir�•i i!r,'1\:j _u `.'''' •i�''' l••` '
,. �.�.r.• � -,., 1. ,,;� ;... :�:, �
l;�l, f, ,• r'' '1�•, x•'. is -i; .i•. .� a
EXHIBIT D
BILL OF SALE AND GENERAL ASSIGNMENT
Concurrently with the execution and delivery hereof, the CITY OF SAN RAFAEL, a
California municipal corporation ("Assignor"), is conveying to MCF PROPERTY
HOLDINGS, INC., a California public benefit corporation ("Assignee'), by Grant Deed, that
certain tract of land, together with the improvements thereon (the "Real Property"),
located in the City of San Rafael, County of Marin, State of California and more
particularly described in Exhibit 1 attached hereto.
In consideration of the receipt of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and
confessed by Assignor, Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER
to Assignee, its successors and assigns, without warranty (whether statutory, express or
implied), except as hereinafter set forth, the following property:
All fixtures and all other tangible personal property of every kind and character, if
any, owned by Assignor and located in or on the Real Property,
All of Assignor's interest in and to all zoning variances, building, use or other
permits, approvals, authorizations, licenses and consents obtained from any governmental
authority in connection with the development, use, operation or management of the Real
Property, and all other general intangibles relating to the design, development, operation,
management and use of the Real Property;
All soils tests and engineering reports relating to all or any portion of the Real
Property; and
All of the maintenance and service contracts and other agreements described on
Exhibit 2 hereto relating to the Real Property (the "Agreements").
In connection with the Agreements, Assignor, on behalf of itself, its successors and
assigns, hereby agrees to indemnify and hold Assignee, its successors and assigns,
harmless from and against all liabilities arising under the Agreements as a result of acts or
events occurring before the date hereof but not thereafter.
Assignee, on behalf of itself, its successors and assigns, hereby agrees to assume the
obligations of Assignor arising under the Agreements from and after the date hereof, and
hereby agrees to indemnify and hold Seller, its successors and assigns harmless from all
such obligations arising under the Agreements from and after the date hereof.
TO HAVE AND TO HOLD unto Assignee, its successors and assigns, to WARRANT AND
FOREVER DEFEND, all and singular, title to such property unto Assignee, its successors and
assigns, against every person whomsoever lawfully claiming or to claim the same, or any
part thereof, by, through or under Assignor, but not otherwise, subject to all terms and
provisions hereof and subject to the same Permitted Encumbrances listed and described on
Exhibit B to that certain Grant Deed of even date herewith from Assignor to Assignee.
This document may be executed in any number of counterparts, each of which may
be executed by any one or more of the parties hereto, but all of which shall constitute one
instrument, and shall be binding and effective when all parties hereto have executed at
least one counterpart.
IN WITNESS WI 11",REOF, Assignor and Assignee have caused this Bill of Sale and
General Assignment to be executed as of December 23, 1999.
ASSIGNOR: CITY OF SAN RAFAEL, a California municipal
corporation
By:
Name:
Title:
By:
Name:
Title:
ASSIGNEE' MCF PROPERTY HOLDINGS, INC., a California
public benefit corporation
By: n^o��
Name: Thomas Peters. Ph.D.
Title: President and CEO
EXHIBIT D-I
TO
BILL OF SALE AND GENERAL ASSIGNMENT
DESCRIPTION OF REAL PROPERTY
Err D- I
TO
BILL OF SALE AND GENERAL ASSIGNMENT
DESCRIPTION OF REAL PROPERTY
OFFICIAL RFt.ORDS COUNTY OF )SARIN
wlcoao,mr. ■rouratto BY
53277
rT710 CI.,- of 'on Rafael
City 11311
Snr R2f2el. Calif.
o1a LTTN: Gd xafdK') `•
F
Saba 2s above
o..
"^ L
1.111:: C..It. ,.,
3::•31?0 F�:.1.�s�
GECORDED AT -REQUEST OF
TITLE INSURANCE
ANMD TRUST COMPANY
�T-15-0. MIN. PAST''?/'/AM•
NOV 301976
Olfrd,l Afm* if Nub faaatt. Glil.
- 1 rSL S 303_ afr0Or%m
t
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FOR A VALUABLE CONSIDERATION, r-.-Irt -( -U-1 is )„r-hy aanovledsed.
ROLAND 0. JOINM4 A.ND DORA JOILYSUN, nis wife
LerAr CR1M(S) t.
TNB CITY OF 3AH RAFALL, a Municipal Corporation
the fello.,in(t dexrilml real property is the City Of Sat: Rafael
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COMENCING AT A POINT UORTH 6 1/2e EAST 60 FEET FrOfi Thr 11OATHWESTeRLY
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OF BLOCK 1129". (111 THE TOW11 PLAT OF THE TOWN OF SAIL RAFAEL, AS SURVEYED BY
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TIONTOTIIEGENERA.LLOCATIONOFTHEPARCELOR
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LIST OF AGREEMENTS
EXHIBIT E
EASEMENT AGREEMENT
[SEE FOLLOWING PAGES]
RECORDING REQUESTED BY AND WHEN
RECORDED RETURN TO:
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
Attn: Brian N. Poll, Esq.
(Space above this line forRecorder's use)
EXHIBIT E
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT (this "Agreement") is made and entered into as of
December 23, 1999 between the CITY OF SAN RAFAEL, a California [municipal
corporation] ("City"), and MCF PROPERTY HOLDINGS, INC., a California public benefit
corporation ("MCFPH").
RECITALS
A. City is the owner of the real property described on Exhibit E- I attached hereto
(the "Falkirk Parcel"), on which City operates a community cultural center (the "Falkirk
Mansion").
B. Concurrently herewith, pursuant to that certain Option Agreement dated as of
December 23, 1999 between City and MCFPH (the "Option Agreement"), MCFPH is
purchasing from City the parcel of real property located adjacent to the Falkirk Property
and described on Exhibit E-2 attached hereto (the "Fee Parcel"). MCFPH intends, among
other things, to construct and operate an office building on the Fee Parcel.
C. Pursuant to the Option Agreement, and in connection with City's conveyance to
MCFPH of the MCF Parcel, City has agreed to grant to MCFPH easements for access,
utilities and landscaping over and across that portion of the Falkirk Parcel described in
Exhibit E-3 attached hereto (the "Easement Parcel"), on the terms and conditions set forth
herein.
D. In partial consideration for such easements, MCFPH has agreed to grant an
easement to City for parking purposes over and across a portion of the Fee Parcel, on the
terms and conditions set forth herein
AGREEMENT
Now, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, City and MCFPH hereby agree as follows:
1. EASEMENTS FOR ACCESS, LANDSCAPING AND UTILITIES
(a) City hereby grants to MCFPH (i) an easement for vehicular and pedestrian
ingress and egress, and for the construction of improvements for roads and pedestrian
walkways, over and across the Easement Parcel between Mission Avenue and the MCFPH
Parcel; (ii) an easement for the construction, maintenance and repair of landscaping
improvements on the Easement Parcel, including, without limitation, gardens, stairways
and terraces; and (iii) an easement for the installation, operation, maintenance and repair
of utility lines, including, without limitation, water and electricity distribution lines and
telecommunication lines, over, across and under the Easement Parcel between Mission
Avenue and the MCFPH Parcel.
(b) City agrees that the easement granted herein to MCFPH for vehicular and
pedestrian ingress and egress over the Easement Parcel is for the benefit of MCFPH and
all of its tenants, occupants, licensees, invitees and guests. City further agrees that the
Easement Parcel shall be used only by MCFPH and City and their respective tenants,
occupants, employees, licensees, invitees and guests for ingress and egress among Mission
Avenue, the Falkirk Parcel and the MCFPH Parcel. City represents and warrants to
MCFPH that City has not granted, and agrees not to grant without MCFPH's prior
written consent so long as this Agreement is in effect, in favor of any other parties any
rights to use the Easement Parcel for vehicular or pedestrian access or any other purpose.
(c) The road, walkway, landscaping and utility improvements to be constructed by
MCFPH on the Easement Parcel shall conform to the description of such improvements
set forth on Exhibit E-4 attached hereto.
(d) City agrees that (i) the roadway lighting fixtures described on Exhibit E-4 hereto
which are to be installed by MCFPH on the Easement Parcel shall stub off the existing
electrical meter serving the Falkirk Parcel, (ii) City shall cause such roadway lighting
fixtures to be operated on a schedule consistent with public safety and reasonable access
to the Falkirk Mansion and the MCFPH Parcel, and (iii) City shall be solely responsible for
paying the costs of such operation.
(e) City agrees that MCFPH may connect any road, walkway, landscaping or utility
improvements on the Easement Parcel to any similar improvements constructed on the
MCFPH Parcel.
(f) MCFPH agrees that if MCFPH installs a water distribution line on the Easement
Parcel, City shall have the right to tap into such water distribution line, provided, however,
that (i) such installation shall be constructed in a good and workmanlike manner, with
minimal interruption of MCFPH's water service and upon reasonable advance written
notice to MCFPH; (ii) to the extent that such installation increases the connection size or
service, City shall pay all incremental increases in costs associated therewith; (iii) to the
extent appropriate, City shall install separate meters for City's and MCFPH's respective
water lines; and (iv) City shall maintain its water distribution line in good condition and
repair so as not to impair MCFPH's water service.
(g) MCFPH acknowledges that City intends to undertake certain construction on
the Falkirk Parcel during the years of 2001 and 2003. City agrees to reasonably
coordinate such construction activities with MCFPH's construction activities on the
Easement Parcel so as to maximize efficiency and avoid delay. Without limiting the
foregoing, City agrees that to the extent it plans to construct any connection between (i)
roadway lighting fixtures located on that portion of the Falkirk Parcel not included in the
Easement Parcel and (ii) roadway lighting fixtures constructed by Buyer on the Easement
Parcel pursuant hereto, City shall use its best efforts to coordinate the timing of its
construction of such connection with Buyer's construction of the roadway lighting fixtures
on the Easement Parcel, so as to minimize any disruption of Buyer's use of the Easement
Parcel, or the roadway lighting fixtures constructed by Buyer thereon, resulting from such
construction activities of Seller.
2. PARKING EASEMENT IN FAVOR OF CITY
MCFPH hereby grants to City, for the benefit of City and its tenants, occupants,
licensees, invitees and guests, and for the benefit of the general public, an easement for the
parking of vehicles in twenty (20) parking spaces to be constructed by MCFPH on the
MCF Parcel and designated by MCFPH for such use; provided, however, that such grant
of parking easement shall not be effective until after MCFPH has completed construction
of its planned office building and all parking areas on the MCFPH Parcel.
3. MAINTENANCE OF IMPROVEMENTS AND LANDSCAPING ON
EASEMENT PARCEL
MCFPH shall have the right, but not the obligation, to maintain any improvements
and landscaping on the Easement Parcel, whether or not originally installed by MCFPH, if
City does not do so.
4. MUTUAL INDEMNITIES
(a) MCFPH agrees to indemnify, defend and hold City and its officers, employees
and agents harmless from and against all fines, suits, losses, costs, expenses, liabilities,
claims, demands, actions, damages and judgments (collectively, "Claims") arising from
(i) the use of the Easement Parcel by MCFPH or its tenants, occupants, licensees, invitees
or guests, for vehicular or pedestrian ingress or egress pursuant hereto; (ii) MCFPH's
installation, operation, maintenance or repair of any improvements or landscaping on the
Easement Parcel pursuant hereto, or (iii) the use of the Falkirk Parcel or the Falkirk
Mansion by MCFPH or its tenants, occupants, licensees, invitees or guests pursuant
hereto, except to the extent that such Claims may arise from the conduct of City or its
tenants, occupants, licensees, invitees or guests.
(b) City agrees to indemnify, defend and hold MCFPH and its directors, officers,
employees and agents harmless from and against all Claims arising from (i) the use of the
Easement Parcel by City or its tenants, occupants, licensees, invitees or guests for
vehicular or pedestrian ingress or egress; or (ii) the use of the MCFPH Parcel by City or
its tenants, occupants, licensees, invitees or guests for parking pursuant hereto, except to
the extent that such Claims may arise from the conduct of MCFPH or its tenants,
occupants, licensees, invitees or guests.
5. MISCELLANEOUS
5.1 Attorneys' Fees
If either party hereto fails to perform any of its obligations under this Agreement or if
any dispute arises between the parties hereto concerning the meaning or interpretation of
any provision of this Agreement, then the defaulting party or the party not prevailing in
such dispute, as the case may be, shall pay any and all costs and expenses incurred by the
other party on account of such default and/or in enforcing or establishing its rights
hereunder, including, without limitation, court costs and reasonable attorneys' fees and
disbursements. Any such attorneys' fees and other expenses incurred by either party in
enforcing a judgment in its favor under this Agreement shall be recoverable separately
from and in addition to any other amount included in such judgment, and such attorneys'
fees obligation is intended to be severable from the other provisions of this Agreement and
to survive and not be merged into any such judgment.
S.2 Notices
All notices hereunder or required by law shall be given in writing, sent via United
States Mail, postage prepaid, certified mail, return receipt requested, via any nationally
recognized commercial overnight carrier with provisions for proof of delivery, by personal
delivery or via telecopier, addressed to the parties hereto at their respective addresses set
forth below or as they have theretofore specified by written notice delivered in accordance
herewith:
CIT}: City of San Rafael
City Hall — 1400 Fifth Avenue
San Rafael, CA 94901
Attention: Mr. Rod Gould, City Manager
Fax No.: 415/459-2242
WITH COPIES TO: Ragghianti, Freitas, Montobbio & Wallace
874 Fourth Street
San Rafael, CA 94901
Attention: Gary T. Ragghianti, Esq.
Fax No.: 415/453-8269
MCF: MCF Property Holdings, Inc.
17 E. Sir Francis Drake Boulevard
Suite 200
Larkspur, CA 94939
Attention: Mr. Sid Hartman
Fax No.: 415/464-2555
WITH COPIES' TO: Morrison & Foe�ster LLP
425 Market Street
San Francisco, CA 94105
Attention: Brian N. Poll
Fax No.: 415/268-7522
Any notice shall be effective only on the date of actual delivery or the date on which
the addressee refuses to accept delivery.
5.3 Entire Agreement
This Agreement, together with the Exhibits hereto, contains all representations,
warranties and covenants made by MCFPH and City and constitutes the entire
understanding between the parties hereto with respect to the subject matter hereof. Any
prior correspondence, memoranda or agreements are replaced in total by this Agreement
together with the Exhibits hereto.
5.4 Successors and Assigns
This provisions of this Agreement shall constitute covenants running with the land
and shall inure to the benefit of and be binding upon the respective successors in interest
of City and MCFPH.
5.5 Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the same
instrument.
5.6 Goi,erning Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of California.
5.7 Amendments
This Agreement may be amended or modified only by a written instrument signed by
MCFPH and City.
WBEREFORE, the parties hereto have executed this Agreement as of the date first
written above.
CITY: CITY OF SAN RAFAEL.,
a California [municipal corporation]
ATTEST: By: By: E M+-E'O ByR D GOULD
Its: City Clerk Its: City Manager
MCFPH: MCF PROPERTY HOLD Gs, INC.,
a Ctlirniapublicb,e t cor oration
Byas Peters, Ph.D.
Its: President and CEO
[Add Notarial Acknowledgments]
CALIFORNIA ALL-PURPO*E ACKN
State of California
County of Marin
On December 23, 1999beforeme, Susan Clav, Notary Public
Date Name and Title of Officer (e.g., "Jane Doe, Notary Public")
personally appeared Thomas Peters, Ph.D.
Names) of Signer(s)
impersonally known to me
L proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the
WAWA person(s), or the entity upon behalf of which the person(s)
BUSM&CLAIY acted, executed the instrument.
CortnlWon� 111l�q
WITNESS my hand and official seal.
t�ly cork. Exptre� Piav n, aao�
a
Air Signature of N6tary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: Easement Agrpempni- (F.xh i hi t F. to (fin i an AgrPPmPrlt)
between City of San Rafael and MCF Property Holdings, Inc.
Document Date: December 23, 1999 Number of Pages: 6
Signer(s) Other Than Named Above: Rod Gould
Capacity(ies) Claimed by Signer(s)
Signer's Name: Thomas Peters, Ph.D.
L] Individual
XR Corporate Officer
Title(s): President and CEO
Partner — ❑ Limited -1 General
Attorney -in -Fact
Trustee _
[ , Guardian or Conservator -
i'
f ' Other: Top of thumb here
Signer's Name:
L. Individual
C_' Corporate Officer
Title(s):
_! Partner — , Limited -I General
Attorney -in -Fact
1 Trustee _
_l Guardian or Conservator owl 1
.. I Other: Top of thumb here
Signer Is Representing: Signer Is Representing:
0 1996 National Notary Association • 8236 Remmet Ave., P.O. Box 7184 • Canoga Park. CA 91309.7164 Prod. No. 5907
Reorder. Call Toll -Free 1-800.876-6827
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of Marin
On Wed. , 12/29/99 , before me,
Date
personally appeared Rod Gould
ss.
Nancy Eurman, Notary Public
Name and Title of Officer (e.g., "Jane Doe, Notary Public-)
Name(s) of Signer(s)
IN personally known to me
I ] proved to me on the basis of satisfactory
evidence
to be the personk-- whose name(*is ami
subscribed to the wilt i instrument and
acknowledged to me tt he she/they executed
the same in is t3r✓tWr Aythorized
capacity(�W, and that by hi hbT/tlw4r
signature(> )-on the instrument the person(&), or
the entity upon behalf of which the persons,
acted, executed the instrument.
WITNESS my hand and official seal.
Place Notary Seal Above 1 nature of Notary Public L
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: Easement Agreement (Exhibit E to Option Agreement)
between City of San Rafael and MCF Property Holdings, Inc.
Document Date: December 23, 1999 Number of Pages:
Signer(s) Other Than Named Above: Thomas Peters, Ph. D.
Capacity(ies) Claimed by Signer
Signer's Name: Rod Gould WLEW
❑ Individual •
11Corporate Officer — Title(s): Top of thumb here
❑ Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
K] Other: _„City MarWer
Signer Is'Representing: Ci tv of San Rafael
Q 1997 National Notary Association - 9350 De Solo Ave., P.O. Boz 2402 • Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder: Call Toll -Free 1•B00-876-6827
r
NANCY EURMAN D
C
COMM. #1086576 11
II•
NOTARY PUBLIC -CALIFORNIA Q
rt �`
v
MARIN COUNTY
My Comm. Expires Feb. 4, 2400
ss.
Nancy Eurman, Notary Public
Name and Title of Officer (e.g., "Jane Doe, Notary Public-)
Name(s) of Signer(s)
IN personally known to me
I ] proved to me on the basis of satisfactory
evidence
to be the personk-- whose name(*is ami
subscribed to the wilt i instrument and
acknowledged to me tt he she/they executed
the same in is t3r✓tWr Aythorized
capacity(�W, and that by hi hbT/tlw4r
signature(> )-on the instrument the person(&), or
the entity upon behalf of which the persons,
acted, executed the instrument.
WITNESS my hand and official seal.
Place Notary Seal Above 1 nature of Notary Public L
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: Easement Agreement (Exhibit E to Option Agreement)
between City of San Rafael and MCF Property Holdings, Inc.
Document Date: December 23, 1999 Number of Pages:
Signer(s) Other Than Named Above: Thomas Peters, Ph. D.
Capacity(ies) Claimed by Signer
Signer's Name: Rod Gould WLEW
❑ Individual •
11Corporate Officer — Title(s): Top of thumb here
❑ Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
K] Other: _„City MarWer
Signer Is'Representing: Ci tv of San Rafael
Q 1997 National Notary Association - 9350 De Solo Ave., P.O. Boz 2402 • Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder: Call Toll -Free 1•B00-876-6827
ExHmrr E-1
DESCRIPTION OF FALKIRK PARCEL
OFFICW. 1tEz:'OR.43 C>1QltIY OP �Iti
■eeo�o�Ha ,eeauts*eo oe RECORDED AT REQUEST OF
... Maly 1111.E 6�IARa/i+Y�C7�.
NOV 14 7�1071
f � Otfa{� leefr'it �{ itrle @>�+t�• CACI.
'- 29- 9 rAic' 03 40 h-7 4 aea;u.
C, rLC RECORDER
!03
CPArr Abnvr TY114 L,NC ran RCCORDER'S USE
DOCUMEnTART 1RA145rER TAX S `XZ;A-
Computed on h,ll call..: at p•n-1vl c m�ryq
--OR CO -Puled on fin -iluc fc-SS I[_:I; d'A
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IS/.nmvCoo oof�tkt�'ar.Tnl `34r' L�dw.i •u•e La
rum Name A au.._.Qui.
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FOR A VALUADLE CON51DERATIO:Y, receipt of which in helebT tetnewled;TJ.
FSTHF.R J. 1SQr.rAR, Ar SO KNOWN AR FSTHF.R J. DOLLAR EE1RE
One of the Trustees under the Will of K. Stanley Dollar, deceasec
CnAVT1,1 1v THn CITY OF 3AN AAPAEL, A Municipal Corporation, the
L..;..F.I. 4.4 r-1 r^f•e', :. N. County
C�Ft� limn s. -1e of CZ11r.mt.:
Baeinning st the taouthoartorly corner of that lot of land conveyer!
by Jamcs D. Dullis to 0. 8. Paskell, by deed dated Xuly 9th, 1e66, and
recorded on page 113 of Libvr t of Decdb, In Lhe orCice or the County Re-
corder or said 1t3rin County, said point of beginning being 233-1/2 feet
Ie+;PaurPd nnrtherly alone the e23terly line of E Street from the northerly
lido of 5th Avvrtue sand running thence by the true lneridlan on A rauris
parallel to the northerly aide of 5th Avenue, Sguth 83 4 f L 319 1/2
feet to a post narked W. 2 x 8; thence North 23 31 E: at A6E1 0 Coot
to a poab marked W. 3 x 9 driven 1n the cluerp or live cak brus e:; thence
north j8 West 115 1/2 reef to a post m rke0 W. b x S Cres which a 11•Ic
oak tree 2 feet in diameter marked B T. Y, 4 bearsSouth 230 rest 013-
tant 9/1/b feet; thence north 6-1/a t5 ra9t 330 feet (at 130 feet this
latter cour3c paeaea 2 foot west of wator tank), to the northeast corner
uC that Io: ate land conveyed try Oy9ney V. Smith to Ja=cz D. Walker by
deed dated July let, 1369, 314 _ecorded ort page 502 or Liber 0 of deeds,
Marin County Rec3rds; thence by tate true meridian and as_ehding�trte south-
erly -vlopo of S -in Rafael Hill, north 360 15' East 792 reet to a stake In
%���op� enns co crerst overs ur from the hill north 5j0 451
}u5 ' �ert io a stay• in a ItdL ; thence descending from the
hill in thi eneirs- of and alone; the eartarly line or the northerly poT-
tlan of th-a larch fornerlx .r to O'Cormors; South 160 15' Yes_
9132 rcct; theme South 3 301 'l-zt•o-30 Coot to the Olsce of heginninz.
eontalnin6 11-1/10 acral, no;. or less.
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bESCRIPTION OF FEE PARCEL
DFFICIAL Itil M COUNTY OF NARIN
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RECORDED AT REQUEST OF
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( z1 coopatad ea fol! Tdoe of properly tco+cyrd, or
( ) wspata l An F0 wahw Lja value .f Best lad cmurdratca ttmaini.6 d woo of "k -
U.:. .
a)cU.'.. , ' r..l ( ) City .( _ and
FOR A VALUABLE CONSIDERATION,r. :P4 .( .L:.L;a )-r'bT aae.elydtcd.
ROLAND 0. JOINSO,Y MD DORA JOHN", RiS Vife
1 r"j, CRAN?(S) t.
THE CITY OF 3M RAFACL, a Municipal Corporation
Ibe fo!)o. iag dewribeJ tea( prepcn7 in the City of Satz Rafael
Ca,eq .( Harin . Sra1r of Glif.m1m:
COFYIENCING AT A POINT NORTH 6 1/2' EAST 60 FELT Fr:O)I T11E IIORThWC3TGRLY
CORMrrR OF T1•E KMIS014 LOT SO-CALLED, SAID HANS011rS LOT BEING THAT PORTION
OF BLOCK I1191t, (III TIIE TOutl PLAT OF 1`11E TOWN OF SAI( RAFAEL, AS SURVEYED BY
COUNTY SURVEYOR A. D. EAS1400T, A.D. 1-.57) CO/IVEYED BY T. H. HAl1SCIt TO
S. V. 51ilTn BY OI:ED DATLO KARCI( 101 LOG&; TIICIICC rUN14114 ItOnTH 83 1/20
WEST 100 FEET TO A STAr.F; THtNCE 1,UKTM 6 112' EAST 159 PCCT, CROSSNIG
WOODED ARROYO TO A STAKE; TiIENCE I.nP.Tli 590 EAST 175 FEET C 111CHES ALCrtG
THE NORTHUEMPLY 6ANK OF ARPOYO TO THF STA):E (); THE VESTEP.LY LIME OF
LAND SOLD DY J. D. OULLIS TJ C, Y. SHIT11j THRfIC6 SOUTII 6 1/70 NEST 373
FEET 3 INCntS ALONG THE UCST LIuG OF 311ITHrS LA)io, rccrosntmi: ARROYO TO
TIIE PLACE OF BEGII01111G. / V I A
Rater( meYrsh.r S 1916 - --- — -
Qo and 0, otln n
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On -.KgY-z5-lmb— mt, ■..Ir. anter- ra ahnerry
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r D THIS MAP MAY OR MAY NOT BE A SURVEY OF TWE
LAND DEPICTED HEREON. YOU SHOULD NOT FiLY
UPON l f FOR ANY PURPOSE OTHER THAN ORICWTA-
` 3 S TIONTOTIIEGENER!LLOCATIONOFTHEPARCELOR
m q '^ VIANKELS DE;A.CTED. FIRST AMERICAN I-PRESSLY
OISCLAWS ANY LIABILITY FOR ALLEGED LOSS OR
DAMMAGEWHICHMAYRESULTFROMRELIANCEUPON
THIS kv.
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E-10
DESCRIPTION OF EASEMENT PARCEL
EXHIBIT E-3
DESCRIPTION OF EASEMENT PARCEL
INGRESS AND EGRESS EASEMENT
All that real property in the City of San Rafael, County of Marin, State of California, being an
easement for ingress and egress over that portion of the lands of the City of San Rafael as
described in the deed recorded in Book 2848 of Official Records, Page 293, Marin County
Records, and more particularly described as follows:
BEGINNING AT the southwesterly comer of said lands, also being the southeasterly comer of
the lands of the City of San Rafael as described in the deed recorded in Book 3120 Official
Records, Page 184, Marin County Records, thence, northerly along the easterly line of said lands
also being the westerly line of said lands first described above, North 6052'00" East 382.39 feet to
the northeasterly comer of said lands second described above;
Thence, leaving said common line, South 54008'00" East, 25.50 feet;
Thence South 46°08'00" East 25.67 feet;
Thence South 29008'00' East 20.25 feet;
Thence South 0008'00' East 43.54 feet;
Thence along a non -tangent curve to the west, from a line bearing South 6005'20" East to the
radius point, with a radius of 26.00 feet, through a central angle of 45025'08", 20.61 feet to a point
of compound curvature;
Thence, along said curve with a radius of 100.00 feet through a central angle of 25026'21", 44.40
feet;
Thence South 13003'11" West, 38.44 feet;
Thence along a tangent curve to the left with a radius of 115.00 feet, through a central angle of
13017'10', 26.67 feet to a point of compound curvature;
Thence along said curve with a radius of 190.00 feet, through a central angle of 17011'46', 57.02
feet to a paint of reverse curvature;
Thence, along said curve with a radius of 220 feet, through a central angle of 14043'00', 56.51
feet to a point of compound curvature;
Thence, along said curve with a radius of 384.00 feet, through a central angle of 9037'45", 64.54
feet;
Thence South 6055'00' West, 4.00 feet to a point on the southerly boundary line of said lands first
described above;
Thence westerly along said southerly line also being the northerly right of way line of Mission
Avenue, North 83005'00' West, 62.64 feet to the POINT OF BEGINNNING.
Prepared by:
I.L. SCH RTZ ASSOCIATES, IN
4�pFESS/O,,/
�^ pUIS SOy�l<2
Ir�prf� L. Schwan , C.E.
w No. 18221 N m
6970e;mt.doc
07/19/99 d Exp. 6-30-01 �
�lglFCIV IL
OF C ALF
EXHIBIT E-3
I.L . 56Hk IAR TZ A55061A TE5, INC. o
GlV/L ENGINEERING AND LAND SURVE7NG
79 6ALLI DRIVE NOVATO, CA 94949 (4/5,1'365-9200 FAX 685-2763
INGRESS/EGRESS
EASEMENT I
JISSION � VS
DRA$ . .,_n nr.
J.R.H. 6970
DA rte: sx NO.
7//7/99 1 OF r
. YA 5 54 06 L;o
1) , 25.5o'
5 / 2567'
j\5 29 06 Gb' E
/ 'j % ?0.25'
./ / •P, mss. moo.
i
d= 25162/'
R= /00.Cr7'
L= 444A?'
�m
,'I rr OF 5A RAFAEL
3/20 OR l64
API/ -162-/7 /
97.98'
S B3 05L70 • E
rC,,•
61 TY OF 5AN RAFAEL
2646 OR 293
APN 11-131-05
d= 14043W'
/ R=220.00'
L= .5651'
i.
I c= 9 37'45'
i R= 36400'
L= 6454'
55W' E
6164,
5GALE I" = 50'
R= //S.co
L - 26.67'
k
'
a= 17'//'46'
R= 190.00'
L= 57.02'
61 TY OF 5AN RAFAEL
2646 OR 293
APN 11-131-05
d= 14043W'
/ R=220.00'
L= .5651'
i.
I c= 9 37'45'
i R= 36400'
L= 6454'
55W' E
6164,
5GALE I" = 50'
EXMBIT E-4
DESCRIPTION OF EASEMENT IMPROVEMENTS
[To FOLLOW]
Date: May 19, 1999
File: 4.1023.00
EXHIBIT E-5
DESCRIPTION
SANITARY SEWER EASEMENT
A strip of land 5 feet in width, lying 2-1/2 feet on both sides of the following described line:
BEGINNING at a point on the easterly line of the parcel described in Deed to the City of San Rafael,
recorded November 30, I976 in Book 3120, Oficial Records, at Page 184, Marin County Records,
said point being North 06° 54'51" East, along said line 10.36 feet from a 3/4 inch iron pipe and tag
LS 3303 marking the southeast corner of said City parcel;
Thence leaving said easterly line, South 48 *2 1' 17" West, 13.83 feet to the southerly line of said City
Parcel, also being the northerly line of 5th Street, and the Point of Termination of this easement;
Extending and shortening side lines of said easement to terminate at said City Parcel boundary lines.
/gyp LAND SU
ase expims
6-30-00
\Jil 3303
\F �F C Al 1F0
r
r
LANDS
Of7•}4E C1T y
OF SAN
RAFT r
(3090 0"t 225) r
N 06'54'51 "
E 380.31'
S 4E'21'17"W 13.83'
5' SANITARY
SEWER EASEMENT —�
EXISTING PAC W
BELL EASEMENT
96-026769 Z
`-' Q
od
rn
LANDS of THE
9120 CORY r SAN RAFAEL
N 06'52'00" E 294.61'
LOT 1
CSW CSW STUBER-STROEH
st]2 ENGINEERING GROUP, INC.
CONSULTING ENGINEERS
790 DeLong Ave., Novato, CA. 94945-3246
GRAPHIC SCALE
.20 0 20 40
t t t
of
'" r ( IN FEET )
r 1 inch = 20 ft.
r .
r
1"=20'
MAY 20, 1999 4102300\EXHIB17
PLAT TO ACCOMPANY DESCRIPTION
SANITARY SEWER EASEMENT
EXHIBIT "B"
EXHIBIT E-6
DESCRIPTION OF DRAINAGE EASEMENT
EXHIBIT E-6
Date: May 19, 1999
File: 4.1023.00
DESCRIPTION
STORM DRAINAGE EASEMENT
Parcel One
A strip of landl0 feet in width lying 5 feet on both sides of the following described line:
Beginning at a point on the easterly line of the parcel described in Deed to the City of San Rafael,
recorded November 30, 1976 in Book 3120, Official Records, at page 184, Marin County Records,
said point being South 06°54'51" West 38.00 feet from the most northerly corner of said parcel;
thence leaving said easterly line, South 54°30'00" West 17.00 feet;
thence South 88'00'00" West 40.00 feet to a point, for convenience sake hereinafter referred to as
point `A';
thence South 47°00'00" West 58.86 feet;
thence North 83'08'00" West 8.82 feet to the westerly line of said City of San Rafael parcel (3120
OR 184);
Parcel Two
A strip of land 10 feet in width lying 5 feet on both sides of the following described line:
Beginning at the point herein before referred to as Point `A' in Parcel One above, thence North
17 ° 34'34" West 7.67 feet to the northwesterly line of said City of San Rafael parcel (3120 OR 184);
Excepting therefrom that portion lying within the herein before described Parcel One.
SAND
G. S
.we expires
6-30-00
3303 /,Z'
y
S� LA
LOT g
38.00'
N 0154'51"
E 380.31'
lf3 NO,.
.01 DOi
10.00,
I r
INCS C3
I
4- I oro
C)
I
ssIs �e I "I
F
LANDS of THc C7'Y
OF SA -N GAEL
(3000 D"L 22-5)
L-4lqDs of THE
- PT. 'A" 3-120 O � B4 SAN R�AEL.
C-1 EPS3�,34 \ 10' STORM DRAIN EASEMENT
00
o
�1, s'0
LOT 4 \
GRAPHIC SCALE
20 0 20 40
i r a
IN FEET )
1 inch = 20 ft.
Csw CSW STUBER—STROEH
st]2 ENGINEERING GROUP, INC.
CONSULTING ENGINEERS
\ S83'08'00" E
8.82'
1
N 06'52'00" E
1 I
1
1
1 I
I �
I I
1
1�
294.61'
107.25' (MAP)
LOT 3
I EXIST. DRAINAGE
EASEMENT
I
1"=20'
MAY 20, 1999 4102300\EXHIBIT
PLAT TO ACCvmrr l f DBMMON
STORM DRAIN EASEMENT
EXHIBIT F
SELLER'S CLOSING CERTIFICATE
For valuable consideration, the receipt and sufficiency of which is acknowledged, the
CITY OF SAN RAFAEL, a California municipal corporation ("Seller"), hereby certifies to
MCF PROPERTY HOLDINGS, INC., a California public benefit corporation ("Buyer"), that
all representations and warranties made by Seller in the Option Agreement (the "Option
Agreement") dated as of December 23, 1999 between Seller and Buyer, are true and
correct on and as of the date of this Certificate, and that all of the covenants of Seller
under the Option Agreement to be performed on or before the Closing Date have been
fully performed as of the date of this Certificate. This Certificate is executed by Seller and
delivered to Buyer pursuant to the Option Agreement.
Dated: , 199
CITY OF SAN RAFAEL, a California municipal
corporation
By:
Its:
By:
Its:
EXHIBIT G
DESIGNATION AGREEMENT
This DESIGNATION AGREEMENT (the "Agreement") is entered into as of December
12, 1999 by and between THE CITY OF SAN RAFAEL, a California municipal corporation
("Seller"), and MCF PROPERTY HOLDINGS, INC., a California public benefit corporation
("Buyer") and FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation
("Escrow Agent").
I. RECITALS
A. Pursuant to that certain Option Agreement entered into by and between Seller
and Buyer, effective December 23, 1999 (the "Option Agreement"), Seller has agreed to
sell to Buyer, and Buyer has agreed to buy from Seller, that certain real property located
in San Rafael, California, and described more fully on attached Exhihit A (the "Property")
(The purchase and sale of the Property pursuant to the Option Agreement is sometimes
referred to below as the "Transaction").
B. Section 6045(e) of the United States Internal Revenue Code and the regulations
promulgated thereunder (collectively, the "Reporting Requirements") require an
information return to be made to the United States Internal Revenue Service, and a
statement to be furnished to Seller, in connection with the Transaction.
C. Pursuant to Section 4.1 of the Option Agreement, an escrow has been opened
with Escrow Agent [Escrow No. I through which the Transaction will be or is
being accomplished. Escrow Agent is either (i) the person responsible for closing the
Transaction (as described in the Reporting Requirements) or (ii) the disbursing title or
escrow company that is most significant in terms of gross proceeds disbursed in
connection with the Transaction (as described in the Reporting Requirements).
D. Seller, Buyer and Escrow Agent desire to designate Escrow Agent as the
"Reporting Person" (as defined in the Reporting Requirements) with respect to the
Transaction.
II. AGREEN1ENT
Now, TIIEREr•ORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Seller, Buyer and Escrow Agent agree as follows:
1. Escrow Agent is hereby designated as the Reporting Person for the Transaction.
Escrow Agent shall perform all duties that are required by the Reporting Requirements to
be performed by the Reporting Person for the Transaction.
2. Seller and Buyer shall furnish to Escrow Agent, in a timely manner, any
information requested by Escrow Agent and necessary for Escrow Agent to perform its
duties as Reporting Person for the transaction. .
3. Escrow Agent hereby requests Seller to furnish to Escrow Agent Seller's
correct identification number. Seller acknowledges that any failure by
Seller to provide Escrow Agent with Seller's correct identification number
may subject Seller to civil or criminal penalties imposed by law. Accordingly, Seller
hereby certifies to Escrow Agent, under penalties of perjury, that Seller's correct
identification number is
4. The names and addresses of the parties hereto are as follows:
SELLER: City of San Rafael
City Hall - 1400 Fifth Avenue
San Rafael, California 94901
Attention: Mr. Rod Gould
BUYER: MCF Property Holdings, Inc.
17 E. Sir Francis Drake Boulevard
Suite 200
Larkspur, California 94939
Attention: Mr. Sid Hartman
ESCRowAGEw. First American Title Insurance Company
Attention:
5. Each of the parties hereto shall retain this Agreement for a period of four years
following the calendar year during which the date of closing of the Transaction occurs.
6. This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which shall constitute one and the same
agreement.
7. This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
and year first above written.
SELLER: CITY OF SAN RAFAEL.,
a California municipal corporation
ATTEST: By' EANNEI LE INI
Its: City Clerk
By:
<OD GOULD
Its: Citv Manaaer
Its:
BUYER: MCF PROPERTY HOLDIN INC.,
a rnia public bene it co poration
By: o as Peters, Ph.D.
Its: President and CEO
ESCROIVAGENT.- FIRST AMERICAN TITLE INSURANCE COMPANY,
a corporation
By:
Its:
By:
Its:
EXHIBIT H
GRANT AGREEMENT BETWEEN
MCF PROPERTY HOLDINGS, INC.
AND
MARIN ARTS COUNCIL
1.
2.
Grant Agreement
between
MCF Property Holdings, Inc.
17 East Sir Francis Drake Blvd, Ste. 200
Larkspur, CA 94939
and
Grantee: Marin Arts Council
Address: 251 North San Pedro Rd., Bldg. O
San Rafael, CA 94903-4412
Telephone: (415) 499-8350 Contact Person: Ms. Jeanne Bogardus
Title: Executive Director
TERMS AND CONDITIONS OF GRANT:
The following terms and conditions must be met by the above named Grantee ("Grantee") in order to receive the grant that
has been awarded. If and when the Grantee fails to meet any of these terns and conditions, MCF Property Holdings, Inc.
("MCFPH") may withdraw its award and terminate this Grant Agreement ("Agreement") and shall thereupon have no further
obligation to disburse to Grantee any remaining unpaid grant funds, and may further require repayment of any grant funds
which were not used in accordance with the terms of the Agreement, including the grant purpose and objectives set forth in
this Agreement. In addition, MCFPH shall have all other rights available at law against the Grantee arising out of a breach
of this Agreement.
Grant Purpose
To renovate the third floor of Falkirk Cultural Center for Marin Arts Council tenancy.
General Terms
Grant No. MCFPH 1999-01
Grant Amount $350,000
Payment Schedule
Payment is to be made at closing.
3. Special Conditions
• Grant is to be used only for renovation of the third floor of Falkirk Cultural Center.
• Grant funds are to be paid at MCFPH's closing.
• Grant is conditioned upon MCF Property Holdings, Inc. exercising its option agreement with the
City of San Rafael to purchase the Menzies parking lot.
• Grantee must submit project budget.
• Grantee shall deliver entire grant amount to City of San Rafael immediately upon payment to
MAC by MCFPH.
• If, as the City investigates conditions associated with the renovation of the third floor of Falkirk
Cultural Center, facts come forward which are not now apparent, rendering the renovation
infeasible, the City may reopen discussions with MCFPH regarding an alternate direction for use
of these funds.
• If, after the City investigates conditions associated with the renovation of the third floor of
Falkirk Cultural Center, it deems the renovation feasible, MAC will enter into a below-market
rate lease with the space with the City of San Rafael.
MCF Property Holdings, Inc. Pagc 1 of 3
4. Hold Harmless Agreement
The Grantee hereby irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify and
hold harmless MCFPH, its officers, directors, trustees, employees, and agents, from and against any and all claims,
liabilities, losses and expenses (including reasonable attorneys' fees) directly, indirectly, wholly or partially arising from or
in connection with such grant, the application of the funds furnished pursuant to such grant, the program or project funded
or financed by such grant, or in any way relating to the subject matter of this Agreement. This paragraph shall survive the
termination of this Agreement.
5. Public Acknowledgment
The Grantee agrees to consult with MCFPH before releasing any written communications to the general public about this
grant. This includes publications, press releases, brochures, videotapes, or other publicity or public relations materials and
presentations. All public information activities should be coordinated through the MCFPH President's Office.
6. Nondiscrimination
The Grantee agrees that, in the performance of this Agreement, it will not unlawfully discriminate in its employment
practices, volunteer opportunities, or the delivery of programs or services, on the basis of race, color, religion, gender,
national origin, ancestry, age, medical condition, handicap, veteran status, marital status, sexual orientation, or any other
characteristic protected by law.
7. Handicapped Access
Grantee shall make reasonable efforts to make the programs and facilities which are used for client services provided under
the terms of this Agreement physically accessible to handicapped and disabled persons.
8. Project Objectives, Budget, and Use of Funds
Funds must be used by the Grantee strictly in accordance with the terms of this Agreement, including the grant purpose set
forth in Paragraph 1, and the Project Objectives and Project Budget.
9. Access To and Use of Project Information
The Grantee agrees to provide MCFPH with full access, except to the extent specifically prohibited by applicable law, to any
and all information developed in connection with or arising from the activities funded by this grant. The Grantee authorizes
MCFPH to use, reproduce or publish, free of any charge or royalty, and to authorize others to use, reproduce, or publish,
free of any charge or royalty, any and all such information, including but not limited to reports, budgets, copyrighted
materials, or other data. MCFPH agrees to properly attribute authorship in the use, reproduction, or publication of any
information developed with these grant funds, and further agrees to include copyright notice, in any of its publications, of
any copyrighted material.
10. Project Review and Evaluation
The Grantee agrees that MCFPH may review and/or evaluate the project funded by this grant. This may include visits by
representatives or agents of MCFPH to observe the Grantee's project operations and data, and to discuss the project with the
Grantee's staff or governing board.
11. Payment
Grant payments will be made by MCFPH according to the payment schedule set forth in Paragraph 2 of this Agreement.
12. Modification and Termination
The terns of this Agreement may be revised or modified only with the prior written consent of both parties. If and when the
Grantee fails to meet any of the terms or conditions of the Agreement, MCFPH may withdraw its award and terminale the
Agreement and shall thereupon have no further obligation to disburse to Grantee any remaining unpaid grant funds, and may
further require repayment by Grantee to MCFPH of any grant funds which were not used in accordance with the terms of
the Agreement including the grant purpose and objectives set forth in Paragraphs 1 and 3 of this Grant Agreement. The
Grantee may terminate the Agreement at any time, by written notification to MCFPH accompanied by a final report as
required in Paragraph 12, and the return of any unspent grant funds to MCFPH.
MCF Property Holdings, Inc. Pa,,c 2 of 3
13. Limit of Commitment
This award is made with the understanding that MCFPH has no obligation to provide other or additional support for this
project; nor does this award represent any commitment to or expectation of future support from MCFPH for this or any
other project of Grantee.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date listed
below.
Dated as of
, 19
In signing this document, the Grantee signatories each acknowledge that they have been authorized by Grantee agency to
sign on its behalf, that they have read and understand the entire Grant Agreement, and that Grantee accepts and agrees to its
terms and conditions. The Agreement shall not be effective until MCFPH has received and approved a signed copy with the
required schedules from Grantee, and has signed and reconveyed a copy of the entire Agreement to Grantee.
By its acknowledgment below, the fiscal agent agrees for the benefit of MCFPH to perform its obligations as set forth in the
attached memorandum of understanding.
GRANTEE
By:
Its: Executive Director
and By:
Its: President of the Board
MCF Property Holdings, Inc.
By:
Its: Thomas Peters, Ph.D.
President
MCF Property Holdings, Inc. Page 3 of 3