HomeMy WebLinkAboutCC Resolution 7588 (Development Agr)RESOLUTION NO. 7588
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SAN RAFAEL AUTHORIZING THE SIGNING OF A CONSENT
TO ASSIGNMENT OF DEVELOPMENT AGREEMENT
THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows:
The MAYOR and CITY CLERK are authorized to execute, on
behalf of the City of San Rafael, a Consent to the Assignment of
Development Agreement regarding Smith Ranch Hills from Lewis W.
Douglas, Jr. and Smith Ranch Corp. to Tishman Speyer Mediq Marin
Limited Partnership, a copy of which is 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 Council of said
City on the 3rd day of AUGUST , 1987, by the following
vote, to wit:
AYES: COUNCILMEMBERS:Breiner, Nave, Willms & Mayor Mulryan
NOES: COUNCILMEMBERS:None
ABSENT: COUNCILMEMBERS:Frugoli
JEA �O
LE INI,\City Clerk
0 - rjj GIN AL
P7 76307
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Graham Maloney, Esq.
Greene, Radovsky, Maloney & Share
One -Market Plaza
Spear Street Tower, Suite 4200
San Francisco, California 94105
RECORDED AT REQUEST
AS SHOWN
1987 NOV 25 P4i 2= 0
OFFIC,AL RECORDS
MaARIN COUIN 1 u,'L1FORN
J�,MES 1. Doti(_ Ea
ASSIGNMENT OF DEVELOPMENT AGREEMENT
THIS ASSIGNMENT OF DEVELOPMENT AGREEMENT
("Agreement") is entered as of the 3rd day of
August , 1987, by and among LEWIS W. DOUGLAS, JR.
("Douglas"), an individual, SMITH RANCH CORP. ("SRC"), a
California corporation (Douglas and SRC, collectively,
"Assignor"), and TISHMAN SPEYER MEDIQ MARIN LIMITED
PARTNERSHIP ("Assignee"), a California limited partnership.
THE PARTIES ENTER this Agreement on the basis of
the following facts, intentions and understandings:
A. By instrument dated November 24, 1986, and by
amendment to such instrument dated December 1, 1986, Douglas
entered into an Option to Purchase ("Option") with Medical
Retirement Communities, Inc. ("MRC") and Sagra, Inc.
("Sagra") (MRC and Sagra, collectively, "Owner") whereby for
valuable consideration Owner granted to Douglas, and Douglas
1.
K447-86-X/28Jul/a
acquired from Owner, an option to purchase all of Owner's
right, title and interest in and to (i) that certain real
property known as Lots 5A, 5B and 12, Smith Ranch, located
in the City of San Rafael, County of Marin, State of
California (the "Property"), and more particularly described
in Exhibit A attached hereto, (ii) the Development Agreement
(as defined below); and (iii) all other plans,
specifications, designs, contract rights and other personal
property relating to the Property and the development
thereof.
B. By instrument dated June 3, 1985 and recorded
in Marin County official records on September 10, 1985 as
Instrument No. 85039085, MRC, Sagra, the City of San Rafael
("City"), a municipal corporation and Marin Housing
Development Corporation ("MHDC"), a California public
benefit corporation entered a certain development agreement
("Development Agreement") for the Property, which
established, among other things, the terms on which City
granted its approval for development of a 400 unit
residential retirement project on the Property, together
with ninety-eight (98) units of rental housing, including
the terms of construction and occupancy and certain methods
of operation of the rental project, including the provision
of affordable rental housing.
2. K447-86-X/28Jul/a
C. By that certain Assignment of Development
Agreement ("Prior Assignment") by and among MRC, Sagra and
Assignor, Owner has agreed to assign to Assignor all of
Owner's right, title and interest in and to the Development
Agreement, which assignment shall become effective only if
City -consents to such assignment and upon the occurrence of
either (i) the transfer of the Property to Assignor or (ii)
the transfer of the Property to Assignee, if Assignee
succeeds to all of Assignor's right, title and interest in
and to the Option pursuant to a certain Agreement and
Contract of Sale ("Option Purchase Agreement") dated
July 17, 1987 by and among an affiliate of Assignee,
Assignor and MRC.
D. Pursuant to the Option Purchase Agreement, and
subject to the effectiveness of the Prior Assignment,
Assignor wishes to assign to Assignee, and Assignee wishes
to accept from Assignor and to assume all of Assignor's
rights, interests, obligations and benefits in and to, the
Development Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual
promises of the parties herein contained, the parties hereto
agree as follows:
1. Assiqnment and Assumption. Assignor hereby
assigns all of its right, title and interest in and to the
Development Agreement to Assignee, and Assignee hereby
accepts such assignment.
3. K447-86-X/28Jul/a
11
2. Effective Date. The assignment of the
Development Agreement by Assignor to Assignee shall be
effective as of the later of (i) the day and year first
above written, or (ii) the date title to the Property
transfers to Assignee pursuant to the Option Purchase
Agreement ("Effective Date"). Notwithstanding the
foregoing, the Effective Date shall not occur unless and
until the City consents to the assignment of the Development
Agreement by Assignor to Assignee. If for any reason
Assignee defaults under the Option Purchase Agreement, or if
the Option Purchase Agreement closes but Assignee is unable
to close escrow for the purchase of the Property in
accordance with the Option as assigned to Assignee, the
assignment shall be of no further force or effect.
3. Attorneys' Fees. In any action or proceeding
which Assignor or Assignee may prosecute in order to enforce
their respective rights hereunder, the unsuccessful party or
parties therein agree to pay all costs incurred by the
prevailing party therein, including reasonable attorneys'
fees to be fixed by the court, and said costs and attorneys'
fees shall be made part of the judgment in such action.
4. Entire Aqreement. This Agreement contains all
of the covenants, conditions and agreements among the
parties relating to the matters set forth herein and shall
supersede all prior correspondence, agreements and
` understandings, both oral and written. No addition or
4. K447-86-X/28Jul/a
.
modification of any provision herein shall be effective
unless set forth in writing and signed by the relevant
parties.
5. Recordation. No later than ten (10) days
after the Effective Date, Assignee shall record a copy of
this -Agreement, including its Exhibits, with the Marin
County Recorder.
6. Time. Time is of the essence of this
Agreement and every provision herein contained.
5. R447-86-X/28Jul/a
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be properly executed by their duly
authorized representatives as of the date first above
written in one (1) or more copies, on the respective dates
set forth below.
'Assignor'
"Doug s
LewilsDouglas' Jr�.7
DatA (3 0 71 P`►_
"SRC"
SMITHNCH CORP.,
• a Car"[
' corporation
By —
Name
t
Title
Date o
*Tishman Speyer Mediq Marin
Venture Limited Partnership,
its General Partner
By: Tishman Speyer Media Assoc-
iates, its General Partner
By: Tishman/Speyer Marin
Associates Limited Partner-
ship, its General Partner
Bv: Speyer Acquisition
Service Corporation, its
General Partner
"Assignee'
TISHMAN SPEYER MEDIQ MARIN
LIMITED PARTNERSHIP, a
California limited partner
By
Name rL fin M . Hn Jr
Its Vice Preside
Date A o (. Aa cl 8 7
6.
.
K447-86-X/28Jul/a
Consent by the City and MHDC
Effective as of the Effective Date as defined in
Paragraph 2 above, City and MHDC hereby consent to the
assignment of the Development Agreement by Assignor to
Assignee, and acknowledge Assignee as the developer of the
Property and the holder of all the rights of Assignor under
the Development Agreement from and after the Effective
Date. If title to the Property is not transfered to
Assignee pursuant to the Option as assigned by Assignor, the
foregoing consents shall be null and void.
"CITY"
CITY OF SAN RAFAEL, a
Calif rnia Municipal corporation
B yC e- t_�-��-� .• L Lit —
Mayor � 7 �g Ig
Date:
ATTEST: /•
By V
Cit6i C1,pr ,
Date: Th /$ 7 \
APPROVED AS TO
By luu,
Cit At'abrney
Date: a,u�.ao,f' G /
"MHDC"
MARIN HOUSING DEVELOPMENT
CORPORATION, a California
public benefit corporation
By
NAM -a/ San•+ M;{ler Sci,ed<n�
T i t l e.--t,dr
Date 10-7-3-8'7
7. K447-86-X/28Jul/a
EXHIBIT A
All that certain real property situated in the City
of San Rafael, County of Marin, State of California des-
cribed as follows:
Lots 12, 5A and 5B as shown on.that
certain Parcel Map entitled, "Parcel Map of
Lot Line Adjustment -- Lots 5, 12 & Parcel C,
Smith Ranch -- Northerly Portion -- 17 R.M.
39 -- 21 P.M. 88", filed for record July 30,
1986 in Book 23 of Parcel Maps at Page 46,
Marin County Records.
.
STATE OF CALIFORNIA ) ss.
COUNTY OF MARIN �
On this qTH day of AUGUST , in the year 1987 ,
before me, JEANNE M. LEONCINI , Notary Public in
and -for the State of California, personally appeared
LAWRENCE E. MULRYAN , personally known to me (_r i _gved to
the f caticFaatG-• _ide e) to be the persons
who executed the within instrument as MAYOR and
on behalf of the City of San Rafael ("City"),
a municipal corporation and acknowledged to me that the City
executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal in the County of M- RIN
the day and year in this certificate first above written.
__ _ Pdfoyr
PULI
�GI FIC�AI SEAL/? -, ":A`�r'_'.9.'".:r,1�,`�1 In athe State of California
- N7,A;Y F C`L'FC-:IIA
y ndoai C''c X. r,'RJ COUNTY MY i.cnn,i _� T '•-s Ocf. :� 1487
1 _
1400 :1h M., P. O. Eo: 60, Scn ^cicel, CA 959150060 . October 2 / 1987
My Commission Expires.
(SEAL)
k
STATE OF CALIFORNIA ) ss.
COUNTY OF ,�¢��UG/5Ca )
On
this / day of &TepE-g ,
in the
year tq?2,
before me,
le_e 1E & 4L_
Notary
Public in
and -for the State of California, personally appeared Lewis
W. Douglas, Jr., personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person who
executed the within instrument as President on behalf of
Smith Ranch Corp. ("SRC"), a California corporation and
acknowledged to me that the SRC executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal in the County of SlkJ oot:RAOC'l,s+:�_
the day and year in this certificate first above written.
NOTARY PU C
enurrunr�r:,r,trsr,ra„sre,rprm,nrnr,uuw,urq In and for the State of California
ILENE SAGALL
`r NOTARY PU3lIC CALIFORNIA
e� CITY & COUNTY OF SAN FRANCISCO
` e MY Commission Expsrcs lune 3, 1991
My Commission Expires:
(SEAL)
STATE OF CALIFORNIA ) ss.
COUNTY OF �Q,t ��4�)CIC )
On this 1.3-a day of 0C,76b It_ , in the year ffi�z ,
before me, _jL_e-,0C 'AG LL- , Notary Public in
and for the State of California, personally appeared
Lewis W. Douglas, Jr., an individual, personally known to me
(or proved to me on the basis of satisfactory evidence) to
be the person whose name is subscribed to this instrument,
and acknowledged that he executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal in the County of
the day and year in this certificate first above written.
glll[t11116111C1[i[011111a11CIAll III1111[tlll{titassail !a NOTARY P�LI
ILEHE SAGALL In and for the State of California
NOTARY PUBLIC • CALIFORNIA
s CITY & COUNTY OF SAN FRANCISCO S
MY Commission Expires June 3, 1991 = My Commission Expires: �(,1,y�,� 3 , !99/
M aII1111{illilia1111111{11tllll!{Iiltltl:ll{t{1111[Illllm �J
(SEAL)
STATE OF CALIFORNIA )
COUNTY OF 1 ARIN }
ss.
On this 22nd day of October , in the year1987 ,
before me, M. L. Scott Notary Public in
and -for the State of California, personally appeared
Janet Miller Schoder , personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person
who executed the within instrument as Assistant Secretary on
behalf of Marin Housing Development Corporation ("MHDC"), a
California public benefit corporation and acknowledged to me
that MHDC executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal in the County of MAKIN
the day and year in this certificate first above written.
OFFXXAL 9EAL _
M. I.. SCOTT
• NOTARYPUBLIC-CAUFORMA
pfituio Ofte in MARIN Cowdy
My Comt{ inion EX*88 hav 18.1988
(SEAL)
r
Q%2
NOTARY PUBLIC
In and for the State of California
My Commission Expires: November 18, 1988
r
STATE OF NEW YORK )
) ' ss.
COUNTY OF NEW YORK )
On this jk�'day of November, 1987, before me,
fi llt7 o e"; Notary Public in and for the
State of New York, personally appeared Martin M. Hopwood,
Jr., personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person who executed the
within instrument on behalf of Tishman Speyer Mediq Marin
Limited Partnership ("TSM -1"), a California limited partner-
ship, and acknowledged to me that he executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal in the County of JuI�?W-'L,, � the day
and year in this certificate first above written.
Lary Public
In and for the State of New York
My Commission Expires:
` UAAGAAET d. GUTY
1
Notary t'ubrlc, Statr! of Now York
• ' ' �-
4q:*3!W
(SEAL) � :3 - -i - •:c c:car.;y
r . Co�;n,as'�_. �r• .: � : _ r: c.•� 21, 188
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