HomeMy WebLinkAboutCC Resolution 7109 (Retirement Communities Development Agr)RESOLUTION NO. 7109
A RESOLUTION AUTHORIZING THE SIGNING OF A
CONTRACT, LEASE OR 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 contract, lease or agreement with
Medical Retirement Communities, Inc., Sagra, Inc., and Marin
Housing Development Corporation,
a copy of which is hereby attached and by this reference made a part
hereof.
I, JEANNE M. LEO�iCINI, Clerk of the City of San Rafael, hereby
certify that the foregoing resolution was duly and regularly intro-
duced and adopted at a Regular meeting of the City Council of said
Citi- held on Monday the Third day of June ,
19 85 , by the following rote, to wit:
AYES: COUNCILt,Ck•=RS:Breiner, Frugoli, Nave, Russom & Mayor Mulryan
NOES: COUNCIL'1'..53ERS:None
ABSENT: COUNCILAIE�!113ERS :None
J - �-M.ONCINI, City Clerk
T
-INA41o,
RECORDING REQUESTED BY:
SAGRA, INC.
2200 Larkspur Landing Circle
Larkspur, California 94939
AND WHEN RECORDED MAIL TO:
City Clerk
City of San Rafael
1400 Fifth Avenue
P.O. Box 60
San Rafael, California
94915-0060
Attn: Jeanne M. Leoncini
dSUJyUU)
1985 SEP 10 PH 3: 20
MARIN COUNTY CALIFORNIA
DEVELOPMENT AGREEMENT
By and Among
CITY OF SAN RAFAEL,
MEDICAL RETIREMENT COMMUNITIES, INC.
SAGRA, INC., and
MARIN HOUSING DEVELOPMENT CORPORATION
June 3, 1985
TABLE OF CONTENTS
YS��4R�5
Page
Definitions................................................2
Exhibits...................................................4
Description of Projects....................................5
Uses and Executory Undertakings ............................5
Conditions Precedent................. ... o .......... oe ...... 5
Representations, Warranties and Covenants..................6
Subsequent Discretionary Action ...........................10
Applicable Rules..........................................11
Amendments and Cancellations..............................11
Changes in State or Federal Laws or Regulations ...... ..... 12
Standards and Time of Performance........ ... seseeo-sovoe-12
Periodic Review...........................................13
Duration..................................................13
Order of Proceedings......................................14
Payment of Fees...........................................14
Roadway Improvements......................................14
Assignment.............. ...
Enforceability; Procedure Upon Default....................15
Recordation, ............. o ............. 00 ...... 0 .... 0 ..... 16
Notices... .....
Rules of Construction and Miscellaneous Terms, ... o.*.**.o.17
Attorneys' Fees and Costs..... ........ —.— .............. 17
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THIS DEVELOPMENT AGREEMENT is made and entered into as of
June 3 , 1985, by and between the City of San Rafael, a muni-
cipal corporation ("City"), Medical Retirement Communities, Inc.
("Owner"), Sagra, Inc., a California corporation ("Sagra"), and
Marin Housinq Development Corporation, a California public bene-
fit corporation ("MHDC"), and is executed under the following
circumstances:
(a) California Government Code sections 65864, et seq.,
authorize City to enter into a development agreement with any
person having a legal or equitable interest in real property for
the development of such property.
(b) Pursuant to City Council Resolution No. 6089, City has
established procedures and requirements for the consideration of
development agreements.
(c) The parties hereto have undertaken proceedings and
negotiations for entering into this Development Agreement, and
are prepared to execute the same.
(d) The City Council has found that the provisions of this
Development Agreement are consistent with the General Plan appli-
cable to the Property (as that term is hereinafter defined) and
with any applicable specific plan, and after due consideration
hereof has adopted an ordinance approving this Development
Agreement.
(e) Owner and Sagra, an affiliate of Owner, have proposed
to develop two coordinated residential projects, one of which
involves construction and operation of a retirement residential.
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community and associated uses (the "Retirement Project"), and the
other of which involves construction and operation of a combina-
tion of market -rate and below market -rate residential rental
units (the "Rental Project") to be developed by Sagra.
(f) The objectives of the parties in entering this Develop-
ment Agreement are to describe the two projects referred to
above, to establish the terms on which the City grants its appro-
vals for the development of the two projects, including the times
of construction and occupancy and certain methods of operation of
the Rental Project, including the provision of affordable rental
housinq.
(g) The parties are aware that specific development plans
and applications for use permits for the projects referred to in
this Development Agreement must be submitted to and reviewed by
the Planning Commission of City and that, prior to construction
of the projects referred to above, such body must, by a final
determination, approve said plans and applications.
IT IS THEREFORE AGREED by and among the parties hereto as
follows:
1. Definitions. The following terms shall have the mean-
ings ascribed to them hereafter:
(a) "Low Income Units" shall mean apartment units in
the Rental Project which shall be made available to households
having incomes of less than 80% of the Bay Area median income (as
that term is defined by the Federal Department of Housing and
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Urban Development) at rents which shall not exceed 30% of tenant
household income.
(b) "Moderate Income Units" shall mean apartment units
in the Rental Project which shall be made available to households
having incomes of between eighty percent (80%) and one hundred
twenty percent (120%) of the Bay Area Median income (as defined
by the Federal Department of Housing and Urban Development) at
rents not exceeding 30% of tenant household income.
(c) "Net Project Income" shall mean the excess of pro-
ceeds received by Sagra and MHDC from the Rental Project either
from rent or any other source, other than from the sale of the
Rental Project or from loans incurred in connection with the
acquisition, development, operation or ownership of the Rental
Project, over payments of principal and interest on debt incurred
in ccnnection with the acquisition, development, operation or
ownership of the Rental Project and all costs of management (in-
cluding but not limited to a management fee not to exceed five
percent (5%) of gross income) and operation of the Rental Project
including appropriate charges for depreciation and repair of the
Rental Project.
(d) "Phase I" shall mean and refer to Parcel 12 of the
Property, together with approximately 300 retirement residential
units, a community facilities building and other usual and
typical appurtenances to be developed thereon.
(e) The "Property" is that land comprised of Parcels 5
and 12, 5A, and 5B of Smith Ranch - Northerly Portion, City of
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San Rafael, County of Marin, as identified in Exhibit A-1, and as
more particularly described in Exhibits B-1, B-2, and B-3 hereof.
(f) "Rental Project" shall mean the proposed develop-
ment whereby Sagra will design, finance and construct, and Sagra
and MHDC will own and operate approximately 98 apartment units to
be located on Parcel 5B of the Property.
(g) "Rental Project Bonds" shall mean those revenue
bonds (if issued) which Sagra and MHDC intend to seek to have
issued by the County of Marin, pursuant to the authority granted
by California Health and Safety Code, sections 52075, et seq.,
for the purpose of financing the construction and operation of
the Rental Project.
(h) "Retirement Project" shall mean the proposed
development whereby owner will design, finance, construct, and
operate a retirement residential development and a medical facil-
ity to be located on Parcels 5, 5A and 12 of the Property.
2. Exhibits. Attached hereto and incorporated herein by
reference are the following described exhibits:
(a)
Exhibit
A-1,
descriptive
map
of the Property;
(b)
Exhibit
B-1,
description
of
Parcels 5 and 12;
(c)
Exhibit
B-2,
description
of
Parcel 5A;
(d)
Exhibit
B-3,
description
of
Parcel 5B;
(e)
Exhibit
C-1,
summary project
description of the
Retirement Project;
(f) Exhibit C-2, summary project description of the
Rental Project;
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(g) Exhibit D, Contribution Agreement Regarding
Affordable Rental Housing between Sagra and MHDC.
3. Description of Projects. The summary project descrip-
tions contained in Exhibits C-1 and C-2 or any amendment thereto
approved by the City are intended to set forth the understanding
of the parties as to certain material elements of the Retirement
Project and the Rental Project, respectively, but are not in-
tended to be exhaustive descriptions with respect thereto; the
respective specific development plan applications referred to in
the recitals above (which shall not be inconsistent with the
descriptions contained in Exhibits C-1 and C-2) are intended by
the parties to contain more complete descriptions of such pro-
jects.
4. Uses and Executory Undertakings. The permitted uses of
the Property and other provisions relating thereto, and provi-
sions for reservation or dedication of land and for public pur-
poses shall be as described in Exhibits C-1 and C-2. Each of the
parties hereby agrees to carry out fully those executory matters
specified in Exhibits C-1 and C-2 to be executed by such party.
5. Conditions Precedent.
(a) It shall be a condition precedent to the obliga-
tions of Owner, Sagra, and MHDC hereunder that City shall have
approved the specific plans and completed its specific plan
design review for and issued use permits for Phase I of the
Retirement Project and for the Rental Project.
(b) It shall be a condition precedent to the obliga-
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tions of City hereunder that Sagra and MHDC shall each have exe-
cuted an agreement substantially in the form attached hereto as
Exhibit D and made a part hereof. coo
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6. Representations, Warranties and Covenants. In addition
to their undertakings with respect to the uses of Parcel 5B as
set forth in Exhibit C-2, Owner, Sagra and MHDC expressly repre-
sent, warrant and covenant as follows:
(a) Owner, Sagra, and MHDC are corporations in good
standing under the laws of California and have the corporate
power and have taken corporate action as shall enable them to
perform their respective obligations hereunder.
(b) In the event that there is any Net Project Income
for any given calendar year occurring during the term of this
Development Agreement, Sagra and MHDC shall reduce the rents to
be charged during the following calendar year for occupancy of
the units in the Rental Project other than Low Income Units and
Moderate Income Units by an amount equal to said het Project
Income, the amount of the reduction for any given unit in the
Rental Project (other than Low Income Units and Moderate Income
Units) to be made in twelve (12) equal monthly installments and
to be determined by multiplying the Net Project Income for the
prior calendar year by a fraction, the numerator of which is the
rent to be charged (before taking the reduction into account) for
said unit and the denominator of which is the total rental to be
charged (before taking the reduction into account) for all units
in the Rental Project other than Low Income Units and Moderate
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R7D39085
Income Units; provided, however, that in the event the use of the
foregoing formula for the reduction of rents in any given calen-
dar year would result in the rents chargeable for the Moderate
Income Units being greater than the market rate units, then, in
such event, the reduction in rents made on account of Net Project
Income shall be allocated between both the market rate units and
the Moderate Income Units in such a manner so that the rent for
comparable sized market rate units and Moderate Income Units is
the same. Notwithstanding the foregoing, in no event shall any
individual be entitled to receive a cash refund, return, rebate
or similar compensation on account of said Net Project Income by
virtue of the fact that said individual resided in the Rental
Project during a year in which there was Net Project Income or
for any other reasons.
(c) Sagra and MHDC will continue to offer all of the
Rental Project units to the public on a rental basis in perpetuity.
(d) Sagra and MHDC will, during the term of this
Agreement, offer for rental no fewer than 20 of the Rental Pro-
ject units to tenants whose household incomes at each anniversary
of the lease agreements therefor shall be less than 80% of the
Bay Area median income at rents not exceeding 30% of tenant
household income.
(e) Sagra and MHDC will, in perpetuity, (i) offer for
rental no fewer than 20 of the Rental Project units to tenants
with household incomes of between eighty percent (80%) and one
hundred twenty percent (120%) of the Bay Area median income at
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85030085
rents not exceeding 30% of tenant household income, and (ii)
affirmatively seek to rent Rental Project units covered by the
terms of this subparagraph to employees of the City of San
Rafael. This subparagraph shall not be deemed to create rights
in any persons not parties to this Agreement.
(f) Sagra and MHDC will execute and record in the
official records of Marin County a declaration of restriction, in
a form satisfactory to the City of San Rafael, making of record,
as a covenant running with the land, the provisions of subpar-
agraph 6(c) above requiring that all of the Rental Project units
be offered to the public on a rental basis in perpetuity and of
subparagraph 6(e) above requiring that no fewer than twenty (20)
of the Rental Project units be reserved in perpetuity for rental
as Moderate Income Units.
(g) Saqra and MHDC also agree, and shall execute and
record in the official records of Marin County a declaration of
restriction, in a form satisfactory to the City of San Rafael,
making of record, as a covenant running with the land the agree-
ment of Sagra and MHDC, that at the end of the duration of this
Development Agreement the partnership to be formed by Sagra and
MHDC shall terminate and thereupon one of the following shall
occur: (i) MHDC shall have the option of purchasing the twenty
(20) Low Income Units as herein defined, which units MHDC shall
thereafter continue to rent in perpetuity as Low Income Units, as
defined herein, and at the time of such purchase MHDC shall
receive, in exchange for its ten percent (10%) ownership interest
W 9 0 P 5
(aa) the appraised value, as of the date of this Development
Agreement, of the real property upon which the Rental Project
units are to be constructed, and (bb) the actual cost of con-
struction of the Rental Project, determined promptly upon comple-
tion of construction of the Rental Project, divided by (ii).
ninety-eight (98).. The partnership agreement shall further
provide that the amount of the credit which MHDC shall receive
toward its purchase of the twenty (20) Low Income Units or the
amount of the compensation which MHDC shall receive for its ten
percent (10%) ownership interest in the partnership, as the case
may be, in accordance with the provisions of this subparagraph
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in the partnership, a credit toward the purchase price for said
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twenty (20) units in an amount equal to the value of its ten
C°
u9
percent (10%) ownership interest as determined pursuant to the
provisions of this subparagraph 6(g); or, (ii) in the event MHDC
does not elect to exercise the foregoing option, Sagra shall pur-
chase MHDC's ten percent (10%) ownership interest in the partner-
ship for an amount equal to the value of MHDC's ten percent (10%)
ownership interest as determined pursuant to the provisions of
this subparagraph 6(g), and in such event, the proceeds from the
purchase and sale of MHDC's ten percent (10%) ownership interest
shall be used by MHDC solely for low income housing within the
City of San Rafael. The partnership agreement between Sagra and
MHDC shall provide that the per unit purchase price to be paid by
MHDC for the Low Income Units at the termination of the partner-
ship shall be an amount equal to the product of (i) the sum of
(aa) the appraised value, as of the date of this Development
Agreement, of the real property upon which the Rental Project
units are to be constructed, and (bb) the actual cost of con-
struction of the Rental Project, determined promptly upon comple-
tion of construction of the Rental Project, divided by (ii).
ninety-eight (98).. The partnership agreement shall further
provide that the amount of the credit which MHDC shall receive
toward its purchase of the twenty (20) Low Income Units or the
amount of the compensation which MHDC shall receive for its ten
percent (10%) ownership interest in the partnership, as the case
may be, in accordance with the provisions of this subparagraph
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ju
6(g) upon termination of the partnership shall be an amount equal
w
to ten percent (10%) of the total of: (i) the appraised value, `D
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as of the date of this Development Agreement, of the real COCO
property upon which the Rental Project units are to be
constructed, plus (ii) the actual cost of construction of the
Rental Project, determined promptly upon completion of construc-
tion of the Rental Project, minus (iii) any and all debts or
other monetary obligations of the partnership as of the date of
termination of the partnership. The intent of this paragraph
6(g) is to ensure that twenty (20) Low Income Units as defined
herein or an equivalent housing opportunity will continue to be
provided within the City of San Rafael beyond the duration of
this Development Agreement. The foregoing may be modified upon
mutual written agreement by all parties hereto if another
alternative would accomplish this objective.
(h) All leases or rental agreements for units in the
Rental Project shall contain a provision that any assignment or
subletting shall be at the same rent provided for in the lease or
rental agreement and, as to the Low Income Units and Moderate
Income Units, any assignment or subletting be to individuals or
families who meet the qualifications for such units as set forth
herein.
7. Subsequent Discretionary Action. Conditions, terms,
restrictions and requirements for subsequent discretionary ac-
tions by the parties hereto shall not prevent development of the
land for the uses and to the density or intensity of development
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set forth in Exhibits C-1 and C-2; provided, however, that this
paragraph shall not prevent the enforcement of revisions in
building standards and codes which do not affect the land uses,
density or intensity of development of the Property.
8. Applicable Rules. The rules, regulations, and official
policies governing permitted uses of the Property, and the den-
sity, design, improvements, construction standards and specifi-
cations applicable to development of the Property shall be those
rules, regulations, and official policies in force at the time of
execution of this Development Agreement. However, this Develop-
ment Agreement shall not prevent the City, in subsequent actions
applicable to the Property, from applying new rules, regulations,
and policies which do not conflict with those rules, regulations,
and policies applicable to the Property as set forth herein, nor
shall this Development Agreement prevent the City from denying or
conditionally approving any subsequent development project appli-
cation on the basis of such existing or new rules, regulations
and policies.
9. Amendments and Cancellation. This Development Agree-
ment may be amended, or canceled in whole or in part, by mutual
consent of the parties hereto or their successors in interest.
Notice of intention to amend or cancel any portion of this Devel-
opment Agreement shall be given in the manner provided by Govern-
ment Code section 65867, and any amendment to this Development
Agreement shall be subject to the provisions of Government Code
section 65867.5.
R5s934Q35
10. Changes in State or Federal Laws or Regulations. In
the event that state or federal laws or regulations, enacted
after this Development Agreement has been entered into, prevent
or preclude compliance with one or more provisions of this
Development Agreement, such provisions of the Development Agree-
ment shall be modified or suspended as may be necessary to comply
with such state or federal laws or regulations.
11. Standards and Time of Performance. Owner and Saqra
shall:
(a) Within twenty (20) days after the date of execu-
tion of this Development Agreement, submit for approval by the
City an application for approval (i) of a specific (or precise)
plan with respect to construction of the Rental Project substan-
tially embodying the provisions set forth in Exhibit C-2 hereof
and (ii) of a use permit for the Rental Project.
(b) Within thirty (30) days after the date the design
review specific plan and the use permit for the Rental Project
are, respectively, approved and issued, submit to the City an
application for a .building permit together with detailed plans,
specifications and drawings required for issuance of such permit.
(c) Commence construction on the Rental Project either
(i) as soon as practicable (and in any event not later than one
hundred twenty (120) days) after final approval for, and commit-
ment by the County of Marin to issue, the Rental Project Bonds or
(ii) if Rental Project Bonds are not issued, one hundred and
eighty (180) days after issuance of the building permit for the
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Rental Project; provided, however, Owner and Sagra shall have no
obligation to commence construction on the Rental Project unless
and until the City shall have approved the design review specific
plan and issued use permits for Phase I of the Retirement
Project.
(d) Assure that initial occupancy of the Rental Pro-
ject shall be prior to or contemporaneous with initial occupancy
of Phase I of the Retirement Project.
12. Periodic Review. The City shall review compliance with
the terms, covenants and conditions of this Development Agreement
at least once every twelve (12) months, at which time the Owner,
Sagra and MHDC, or any successor or successors in interest there-
to as contemplated in paragraph 17 shall be required to demon-
strate good faith compliance with the terms of this Development
Agreement. If as a result of this periodic review, the City
finds and determines, on the basis of substantial evidence, that
the Owner, Sagra and MHDC or their successor or successors in
interest have not complied in good faith with the terms or con-
ditions of this Development Agreement, the City may terminate or
modify the Development Agreement.
13. Duration. Subject to the right of the parties to mutu-
ally terminate this Agreement as specified in Government Code
Section 65868 and the City's right to terminate this Agreement as
specified in paragraph 12, this Development Agreement shall
remain in force for a period of ten (10) years from the initial
date of occupancy of 50% of units in the Rental Project.
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14. Order of Proceeding. The Owner and Sagra hereby
specifically agree and covenant that the Rental Project units
will be available for occupancy prior to or contemporaneously
with the initial occupancy of units in Phase I of the Residential
Retirement Project.
15. Payment of Fees. The Owner and Sagra shall pay or have
paid to the City (a) the fee established for consideration of the
application for this Development Agreement and (b) all traffic
mitigation fees as required pursuant to the Northgate Activity
Center Plan and (c) such other fees as required by law. Addi-
tionally, in the event the Rental Project or the Retirement
Project is sold, transferred or otherwise conveyed to a non-
profit entity which is exempt from the payment of real property
taxes, the entity to which the applicable Project is transferred
shall be obligated, and by accepting a deed to the property cove-
nants and agrees, to enter into an agreement with the City to pay
to the City, in lieu of real property taxes, so much real
property tax revenue as is lost by the City as a result of such
transfer, such payment to be made at the time installments of
real property taxes are payable.
16. Roadway Improvements. The Owner and Sagra shall be
responsible for and shall pay the cost of the public roadway im-
provements specified and required in Exhibits C-1 and C-2.
17. Assignment. The rights, duties and obligations
accruing hereunder to Owner, Sagra and MHDC may not be assigned
or delegated by such parties without the written consent of the
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City, except that such rights of Owner may be assigned by Owner
to a corporation or partnership a majority of the equity interest
of which is owned by Owner.
18. Enforceability; Procedure Upon Default.
(a) Subject to the provisions of paragraph 7 above,
and unless amended, canceled or terminated herein, this Develop-
ment Agreement shall be enforceable by each party hereto notwith-
standing any change in any applicable general or specific plan,
zoning, subdivision, or building regulation adopted by the City
which alters or amends the rules, regulations, or policies re-
ferred to in paragraph 7 above.
(b) No default by a party hereto shall be excused as a
result of a failure to act by a third party, except if such
default were caused by strikes, civil disorder, or acts of God.
(c) In no event shall Owner, Sagra or MHDC be entitled
to any damages against the City upon termination of this Develop-
ment Agreement pursuant to the provisions of paragraph 12 above.
(d) The parties acknowledge that it is and will be
impossible to measure in money any or all damages which may re-
sult by reason of and failure on the part of a party to perform
any or all of its obligations under"this Development Agreement.
If, therefore, the City or any one or more of Owner, Sagra or
MHDC or any of their respective permitted successors or assigns
shall institute any action or proceeding to enforce the provi-
sions of this Development Agreement, such of the others against
whom such action or proceeding is brought shall and hereby do
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Is�)Ujy1103
waive the claim or defense that such person or entity has an ade-
quate remedy at law, and such others against whom such action or
proceeding is brought shall not urge or be heard to urge in any
such action or proceeding the claim or defense that such remedy
at law exists.
19. Recordation. No later than ten (10) days after the
date hereof, the Clerk of the City Council shall record with the
Marin County Recorder a copy of this Development Agreement, in-
cluding the Exhibits attached hereto.
20. Notices. All notices hereunder must be given in writ-
ing and will be considered properly given if mailed, postage
prepaid, by certified mail to the parties at the following
addresses:
(a) If to City:
City of San Rafael
1400 Fifth Avenue
P. 0. Box 60
San Rafael, California 94915-0060
(b) If to Sagra:
Sagra, Inc.
2200 Larkspur Landing Circle
Larkspur, California 94939
Attention: Andrew C. Schafer
(c) If to MHDC:
Marin Housing Development Corporation
47 Paul Drive
San Rafael, California 94903
(d) If to Owner:
Medical Retirement Communities, Inc.
2200 Larkspur Landing Circle
Larkspur, California 94939
Attention: Andrew C. Schafer
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or to such other address as a party hereto may designate in a `a
00
written notice to each of the other parties.
cda
21. Rules of Construction and Miscellaneous Terms.
(a) The singular includes the plural.
(b) If any part of this Development Agreement is held
to be invalid, the remainder shall not be affected.
(c) This writing contains the full, final and exclu-
sive agreement between the parties with respect to the matters
herein raised.
(d) In the event of any inconsistencies or discrepan-
cies between the provisions of this Development Agreement and of
any other agreement(s) between the parties, the provisions of
this Development Agreement shall control.
22. Attorneys' Fees and Costs. If legal action by a party
is brought to interpret this Development Agreement or because of
any breach hereof or to enforce any provision herein contained,
the prevailing party or parties in such action shall be entitled
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0
to an award of reasonable attorneys' fees and co8ts against the
other party or parties.
IN WITNESS WHEREOF, this Development Agreement has been exe-
cuted by the parties as of the"day and year first above written.
CITY OF SAN RAFAEL "OWNER"
MEDICAL RETIREMENT COMMUNITIES,
INC.
b by �.�.
Mayor
ATTEST:
its Clerk
Appro d as to
City Attorney
STATE OF CALIFORNIA )
ss.
COUNTY OF MARIN )
"SAGRA"
SAGRA, INC.
by..
"MH DC"
MARIN HOUSING DEVELOPMENT
CORPORATION
by' ` V1 O��iLtO�d2EI'1.w
On this 11th day of JUNE 198 q before me, JEANNE M. LEONCINI, a
Notary Public in and for the said County and State r sidin�gg� h{�e�r in, duly
commissioned and sworn, personally appeared LAW NCE E. MUL YAR
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the Mayor of the City of San Rafael that executed the within
document and acknowledged to me that said City of San Rafael did execute the
same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.
OFFICIAL SEAL
%�j - JEANNE M. LEONCINI }
JEA . ZEONCINI, ARY U C in and for a� NOTARY Puce i - RIN ORNT y!
Pri ncipmt cion in 1.1 Oct COUNTY
d3 f.1y Commission ER piras Oct. 27, 1987
said County and State. 1 „„ ,.,," ..W -,.-
1400 5th Ave., P. O. It— 60, Snn Rafael, CA 949150060
STATE OF CALIFORNIA )
COUNTY OF MARIN ) ss.
On this z.- day of June in the year 1985,
before me, a Notary Public, personally appeared Andrew
C. Schafer, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person
who executed the within instrument as secretary of
Sagra, Inc., and 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
said corporation, and acknowledged to me that the
corporation executed the same.
CIP40Y 8EM110C0ORT -
NOTARY PUBLIC - CALIFORPIIA
Ib PCmm=mpal UPkin dq cmft
20618X
F11„ .II 1 .114 Mn'IiY�lll"� 111' II �' i' Iii,ili�,�i� 'li i'• y
,Motary Public
My commission expires
� r
STATE OF CALIFORNIA )
COUNTY OF MARIN ) ss'
On this ;� % day of June in the year 1985,
before me, a Notary Public, personally appeared Andrew
C. Schafer, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person
who executed the within instrument as secretary of
Medical Retirement Communities, Inc., and personally
Known to me (or proved to me on the basis of satis-
factory evidence) to be the person who executed the
within instrument on behalf of said corporation, and
acknowledged to me that the corporation executed the
same.
ovnLCLA� ts�ll,
CINDY BETTENCOURT L
NOTARY PUBLIC - CALIFORNIA
PrInupsl Office in WRIN Count 1
My Commission EapNes May 20 1986 -
.riy��
STATE OF CALIFORNIA
COUNTY OF Marin
,Notary Public
My commission expires
On September 9 , 1985 , before me, the undersigned, a Notary Public in and fcr
said State, personally appeared_-- Joan L. Lunds trom
known to me to be th-
President, XXXXXXX
R�� [}fq� q�j € ,�G Gy,XXXX7CX]GSCXZL9 rffiXr]je of the corporatran that executed the within instrument,
and known to me to be the persons who executed the within
instrument on behalf of the corporation therein named, and ac-
knowledged to me that such corporation executed the within
instrument pursuant to its by-laws or a resolution of its board of
directors -
WITNESS man and official seal.
Signature
Patricia A. Eneelhar t
Name (Typed or Printed)
OFFICIAL SEAL
PATRICIA PL ENGE4.CARUi
NOTARY PUBLIC CALIFORNI4
PRINCIPAL OFFICE IN 0
MARIN COUNTY
MyCommission Expires Oct. 28. 1983
�:i,i,aiii ,.:�mi.,t.JRIiLL87ai�'".ICL"xm.wiwaumrmv•Jil'iLlrAilaffiaLL'119W:118'-_
(This area for official notarial seal) II
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OBERKAMPF ASSOCIATES
CIVIL ENGINEERS, INC.
July 12, 1984
Job No. 138-83
LEGAL DESCRIPTION
LOTS 5 AND 12, SMITH RANCH
San Rafael, California
All that certain real property situate in the City of San Rafael, County
of hiarin, State of California, described as follows:
Beginning at the intersection of the courses "North 58055136" Wast,
277.82 feet" and "South 85022152" West, 572.07 feet" as shown and
delineated on the exterior boundary of that certain map entitled "Parcel
Map of Lot Line Adjustment, Lots 5, 12 & Parcel C. Smith Ranch,
Northerly Portion, 17 R.M. 39" recorded February 28, 1984, in Book 21
of Parcel Maps at page 88, Marin County Records] at the northwest corner
of Lot 5 of said Parcel Map (21 P.M. 88); thence along the northerly
boundary of said Lot 5 (21 P.M. 88) the following courses and distances:
South 58055136" East, 277.82 feet; thence South 48004136" East, 719.93
feat, and thence South 51028'36" East, 340.482 feet; thence leaving said
northerly boundary of said Lot 5 (21 P.M. 88) South 38°31124" West,
144.26 feet to the southerly boundary of said Lot 5 (21 P.M. 88). thence
along said southerly boundary of said Lot 5 (21 P.M. 98) the following
courses and distances: North
79017108" West, 226.66 feet; thence North 58010158" West, 334.77 feet;
thence North 27036148" West, 302.57 feet, and thence North 30041143"
West, 183.81 feet; thence leaving said southerly boundary of said Lot 5
(21 P.M. 88) North 30041'43" West, 60.00 feet; thence North 74052'12"
West, 133.08 feet; thence South 65013105" West, 93.45 feet; thence South
20013'05" West, 99.00 feet to said southerly boundary of ! iMcl Lot 5
( 21 P.M. 88) ; thence along said southerly boundary of said Lot 5
(21 P.M. 88) South 65013105" West, 5.00 feet to the easterly boundary
of Lot 12 of said Parcel Map (21 P.M.'88); thence leaving said southerly
boundary of said Lot 5 (21 P.M. 88) and continuing along said easterly
boundary of said Lot 12 (21 P.M. 88) South 65"13'05" West, 135.00 feet;
thence leaving said easterly boundary of said lot 12 (21 P.M. 88) North
25109131" West, 56.57 feet; thence South 64''50'?9" West. 56,57 feet;
thence South 19050'29" West, 327.52 feet; thence South 46024'23" iffiest,
67.08 feet; thence South 41)25'21" East, 12.6.17 feet; thvnce South 28017'21"
Last, 180.00 feet; thence South 78''10'12" East, 120.00 feet, to the southwe:A
corner of Parcel C of said Parcel Wap (21 P.M. 88) at the intersection of
the courses "North 11049148" East, 206.81 feet" and "South 55000100" East,
135.11 feet" as shown and delineated on said exterior boundary of said
Parcel Wap (21 P.M. 88); thence along the exterior boundary of said
Lot 12 (21 P.M. 88) the following courses and distances: South- 11049'48"
V`iest, 206.81 feet; thence westerly along a curve to the left whose center
bears South 18034141" West, having a radius of 119.07 feet, through a
central angle of 62002'55", an arc length of 128.95 feet; thence South
46031146" West, 76.89 feet; thence South 5905'29" West, 70.56 feet; thence
westerly along a tangent curve to the right, having a radius of 21.68
feet, through a central angle of 54023'56", an arc length of 20.58 feet:
thence North 6504335" West, 50.86 feet; thence westerly along a tangent
curve to the left, having a radius of 87.02 feet, through a central angle
Exhibit B-1
` 4*5�1390��
July 12, 1984
Job No. 138-83
Page two of two
of 5303913111, an arc length of 81.49 feet; thence South 60°36'54" West,
59.77 feet; thence westerly along; a tangent curve to the right, having
a radius of 52.70 feet, through a central angle of 78000121", an arc
length of 71.742 feet; thence North 41022'45" West, 107.53 feet; thence
westerly along a tangent curve to the left, having a radius of 274 feet,
through a central angle of 57005'15", an arc length of 273.00 feet; thence
westerly along a reverse curve to the right whose center bears North
81128100" West, having a radius of 51.53 feet, through a central angle of
5505213511, an arc length of 50.25 feet; thence North 42035'25" West,
255.54 feet; thence westerly along a tangent curve to the left, having a
radius of 149.44 feet, through a central angle of 581,02'01", an arc length of
151.37 feet; thence North 10037126" West, 132.20 feet; thence North
38053112" West, 60.00 feet; thence North 12043125" West, 120.23 feet;
thence North 17017'28" West, 317.62 feet; thence North 73058'52" East,
1088.08 feet; and thence North 85022152" Last, 572.07 feet to the Point of
Beginning.
Containing 37.316 Acres more or less.
reblbfl
OBERKAMPER P:ISSOCIATI,S
CIVIL ENGINL,_j.,j, INC.
LEGAL DESCRIPTION
LOT 5A, SMITH RANCH
San Rafael, California
gs939085
July 12, 1984
Job No. 138-83
All that certain real property situate in the City of San Rafael, County
of Marin, State of California, described as follows:
Beginning at the intersection of the courses "North 33026130" East,
190.01 feet" and "North 19050'24" East, 435.59 feet" as shown and
delineated on the easterly boundary of Parcel C of that certain map
entitled "Parcel Map of Lot Line Adjustment, Lots 5, 12 & Parcel C,
Smith Ranch, Northerly Portion, 17 R.M. 39" recorded February 28,
1984, in Book 21 of Parcel Maps at page 88, Marin County Records;
thence along said easterly boundary of said Parcel C (21 P.M. 88)
South 33026130" West, 142.49 feet; thence leaving said easterly boundary
of said Parcel C (21 P.M. 88) North 25°09'36" West, 122.32 feet; thence
North 19050124" East, 160.00 feet; thence North 6032152" West, 90.00 feet;
thence North 19050124" East, 150.00 feet; thence North 641)50'24" East,
223.98 feet to said easterly boundary of said Parcel C (21 P.M. 88);
thence along said easterly boundary of said Parcel C (21 P.M. 88)
the following courses and distances: southwesterly along a curve to
the right whose center bears North 73010151" Nest, having a radius of
1165.45 feet, through a central angle of 3001'15", an arc length of 61.45
feet, and thence South 19050124" West, 435.59 fret to the point of beginning.
Containing 1.643 Acres more of less.
reblbf1
Exhibit B -2
inrough a central angle
an arc length of 109.11 feet; thence southwesterly along a
compound curve to the right whose center bears North 80°08'34" West,
having a radius of 1265.45 feet, through a central angle of 9158158",
an arc length of 220.48 feet; thence South 19050'24" West, 631.53 feet;
thence South 26037152" West, 84.57 feet; thence westerly along a curve
to the left whose center bears South 2°06'16" West, having a radius of
850 feet, through a central angle of 7039'57", an arc length of 113.73
feet; thence North 7053121" East, 140.05 feet; thence North 33026130" East,
190.01 feet; thence North 19050'24" East, 435.59 feet; thence northeasterly
along a tangent curve to the left, having a radius of 1165.45 feet, through
a central angle of 905815811, an arc length of 203.06 feet; thence north-
easterly along a compound curve to the left whose center bears North
80`'06'34" West, having a radius of 2677.78 feet, through a central angle
of 2°15102", an arc length of 105.18 feet; thence North 33000100" West,
320.96 feet; thence North 74100100" West, 86.85 feet; thence South
',0000'00" West. 175.00 feet; thence North 41000'00" West, 160.00 fPpt
thence North 8100'00" West. 295 nn ts.-•
W- _. -- -
X14
EXHIBIT C-1 0
SUMMARY PROJECT DESCRIPTION
SMITH RANCH HILLS MARIN - MEDICAL RETIREMENT COMMUNITY C -a
cn
I. 0 en Space: Parcel C will be adjusted (by parcel map) to
add area of Parcel C from Parcels 5 and 12 and to add area
to create Parcel 5A from Parcel C. The total open space in
parcel C will remain constant. The areas to be exchanged
are depicted in the staff map for Z83-16 herein
incorporated by reference.
11. Area 5.
A. Land Use: Retirement residential to be developed in
conjunction with Parcels 5, 12 with a total (Parcels
5, 5A, and 12) maximum trip generation of 84 peak
hour trips.
B. Area: 7.15 acres, 400 units total (both Parcels 5
and 12) in conjunction with Parcel 12. This area
shall be consolidated with Parcel 12 (by parcel map)
prior to any development, to form one lot.
C. Setbacks: 20 feet from the North exterior property
line; 100 feet from the East exterior property line.
D. Coverage: 30 percent building coverage; 30 percent
minimum landscape area.
E. Specific Architectural Standards: Four story maximum
building height, structures along the northern
property line shall be a maximum two stories.
F. Circulation: Access shall be within a reserved 100
foot wide right-of-way running contiguous and
parallel with the East property line. The roadway
shall be constructed to City approved standards with
the development of Parcels 5 and 12. (See also 3C
under Roadway Improvements.) If Parcels 5 and 12 are
developed prior to 5B, a temporary all weather
roadway shall be provided through 5B by the developer
of Parcels 5 and 12. The temporary roadway shall be
provided to the satisfaction of the City Engineer.
G. Grading,: Previously undisturbed areas with
significant tree cover shall not be graded. Minor
amounts of fill may be brought in.
503yUNb
111. Area 5A.
A. Land Use: Skilled nursing and personal care facility
for retiremental residential development on Parcels 5
and 12, trip generation included in allocations for
Parcels 5 and 12.
B. Area: 1.7 Acres.
C. Setbacks: 10 foot setback from property line to any
parking area, 20 foot setback from property line to
any building.
D. Coverage: 30 percent building coverage; 30 percent
minimum landscape area.
E. Specific Architectural Standards: Three story
maximum building height.
F. Circulation: Access shall be from the 100 foot wide
right-of-way within Area 5 adjoining the property.
G. Grading: General grading conditions shall apply.
1v. Area 12.
A. Land Use: Retirement residential to be developed in
conjunction with Parcels 5 and 5A with a total
(Parcels 5, 5A, and 12) maximum trip generation of 84
peak hour trips.
B. Area: 30.6 acres, 400 units total (both parcels 5
and 12) in conjunction with Parcel 5. This area
shall be consolidated with Parcel 5 (by parcel map)
prior to any development, to forir one lot.
C. Setbacks: 20 feet from the North exterior property
line; 25 feet from the Test exterior property line.
D. Coverage: 30 percent maximum building coverage; 30
percent minimum landscape coverage.
E. Specific Architectural Standards: Up to five stories
in height for building forms located at the Southern
portion of the site.
F. Circulation: Access shall be from Redwood Boulevard,
which shall be constructed to its previously approved
geometric standards along the frontage of Parcel A-1
in conjunction with the development of Area 12.
85039085
Redwood Boulevard shall be extended northerly to the
northerly boundary of the property. Right-of-way
through the property shall be increased as necessary
to allow an ultimate four lane road with turn pockets.
G. Grading: Grading shall be confined to minor
adjustments to existing contours.
H. Private Recreation Space: The project shall
incorporate at least 1 acre of private park area
(active common recreational park).
j as0390�5
EXHIBIT C-2
SUMMARY PROJECT DESCRIPTION
SMITH RANCH HILLS MARIN - RENTAL HOUSING PROJECT
Area 5B.
A. Land Use: Below market rate family residential
units, maximum 70 PM peak trips (.7 PM peak trip per
unit) .
B. Area: Approximately 5.75 acres with 100 units.
C. Setbacks: 20 feet from all property lines.
D. Coveraqe: 30 percent maximum building coverage, 30
percent minimum landscape coverage.
E. Specific Architectural Standards: At the time of
Environmental Design Review approval for development
of Parcels 5, 5A, and 12, a conceptual site plan and
elevations shall be provided for this project. These
conceptual plans will be subject to Planning
Commission Environmental Design Review at the time of
review of the retirement village to ensure
compatibility of architectural elements, building
materials, and landscape design. A maximum 3 story
building height shall be permitted.
F. Circulation: Access shall be from the 100 foot wide
right-of-way within Area 5 adjoining the property.
The roadway paralleling the R.R.O.W. shall be
constructed by the developer of Parcels 5 and 12. If
Parcels 5 and 12 are developed prior to Parcel 5B,
the developer of Parcels 5 and 12 shall provide a
temporary all roadway through Parcel 5B.
G. Gradinq: General grading conditions shall apply.
H. Below Market Rate Unit Procedure: Prior or
concurrent with Environmental Design Review or Use
Permit approval for development of "Gallinas Village"
the applicant shall file a parcel map to place Area
5B on a separate lot.
,iSU• 4, Ud3
EXHIBIT D
CONTRIBUTION AGREEMENT
REGARDING AFFORDABLE RENTAL HOUSING
THIS CONTRIBUTION AGREEMENT ("Agreement") is entered into as
of this day of , 1985, by Marin Housing Development
Corporation ("MHDC"), a California nonprofit, public benefit
corporation, Sagra, Inc. ("Sagra"), a California corporation, and
the Housing Authority for the County of Marin ("Housing Autho-
rity"), a body public, corporate and politic created under
Section 34240 of the Health and Safety Code of California.
WHEREAS, MHDC was organized by the Housing Authority, which
has the right to appoint all of the directors of MHDC, for the
purpose of increasing the availability of housing to low- and
moderate -income residents of Marin County, California; and
WHEREAS, Sagra has an option to acquire, and intends to
develop as residential real estate that certain real property
located in the County of Marin, State of California, identified
as Parcel 5B, Smith Ranch in the map attached hereto, marked
Exhibit A and hereby made a part hereof ("Parcel 5B"), such real
property and improvements together hereinafter described as the
"Project;" and
WHEREAS, Sagra and certain of its affiliates have negotiated
toward and intend to enter into a development agreement with the
City of San Rafael, California (the "Development Agreement") with
respect to Parcel 5B and certain other real property (identified
as Parcels 5, 5A and 12 - Smith Ranch on Exhibit A) for the pur-
pose of constructing thereon and operating a 400 -unit "retirement
village" and a medical facility; and
WHEREAS, among the conditions to be placed upon Sagra's
affiliates by the City of San Rafael in the proposed Development
Agreement are that Parcel 5B shall be developed and operated as a
perpetual rental apartment complex, containing approximately 98
apartment units, that of such rental apartment units 20 shall be
made available perpetually to moderate income households at rents
which shall not exceed 30% of household income (the "Moderate
Income Units"), that for at least 10 years an additional 20 of
such rental apartment units shall be made available on a below
market rate basis to households having incomes less than 80% of
the Bay Area median income at rents which shall not exceed 30% of
household income (the "Below Market Rate Units") and that, at the
expiration of the term of the Development Agreement, either MHDC
shall purchase the 20 Below Market Rate Units and continue to
offer such Below Market Rate Units on a rental basis to low
income households or Sagra shall purchase MHDC's interest in the
Project and MHDC shall use the proceeds therefrom solely for low
income housing within the City of San RafZol; and
IWZ
�5�3q�R5
WHEREAS, in order to insure (a) that the economic benefit of
the ownership of 10% of the Project be reserved for meeting
public housing objectives, and (b) that the management of the
Project will, during the term for which the Project will be
operated solely as a rental apartment project, be conducted in a
manner which reflects the concerns of the County of Marin, Sags
proposes to donate an interest in the Project to MHDC and to
enter into a partnership agreement with MHDC with respect to the
Project.
NOW, THEREFORE, the parties hereto, intendinq to be le(villy
bound hereby, agree as follows:
1. Donation of Interest in Project. Although Sagra and
its affiliates are not required by the Development Agreement or
by any other representation or agreement made by them to donate
or contribute any portion of the Project, other than its use as
aforesaid pursuant to the Development Agreement during the term
thereof, Sagra will seek to carry out the public purposes sought
to be served pursuant to the Development Agreement by (a) donat-
ing an undivided 10% interest in the Project to MHDC on the terms
and conditions hereinafter set forth.and, (b) thereafter, operat-
ing the Project as a joint venture with MHDC.
2. Time and Manner_ of Donation. Sagra will grant and
donate to MHDC, and MHDC will accept the donation ot, on tht,
-3-
!i�liJyUnu
terms and conditions hereinafter set forth, an undivided one-
tenth interest in the Project (the "Donation"), subject only to
such liens and encumbrances as shall be of record at the date of
the Donation. The Donation shall be made on such date, not to be
later than March 1, 1986, on which Sagra shall determine that
construction of improvements for the Project shall be substan-
tially completed (the "Donation Date"). On the Donation Date,
and upon the satisfaction of the conditions precedent, Sagra will
execute and deliver to MHDC a deed of gift, substantially in the
form attached hereto as Exhibit B, and incorporated herein by
reference.
3. Conditions Precedent.
tions precedent to the Donation:
The following shall be condi-
(a) Partnership. MHDC shall, contemporaneously with
the Donation, enter into a partnership agreement with Sagra in
substantially the form attached hereto as Exhibit C, and incorpo-
rated herein by reference (the "Partnership Agreement"), and,
pursuant thereto, MHDC shall contribute its interest- in the
Project to such partnership.
(b) Approvals. Sagra shalt have received all neces-
sary regulatory approvals required to commence and complete con-
struction of the Project.
-4-
R503QO85
4. Representations and Warranties of MHDC. MHDC repre-
sents and warrants as of the date hereof and at the Donation Date
that the following are and will be true and correct:
(a) Orqanization and Good Standinq. MHDC is a public
benefit corporation duly organized, validly existing and in good
standing under the laws of California and has all requisite power
to conduct its activities, including those contemplated in the
Partnership Agreement in California.
(b) No Conflicts. MFIDC's acceptance of the donation of
the interest in the Project herein contemplated, its entry into
the Partnership Agreement, and its conformance with the terms and
conditions of the Development Agreement will not result in viola-
tion of or conflict with any of its charitable or public pur-
poses, nor with any law, regulation, covenant or condition to
which it is subject.
(c) Due Authorization. Acceptance of such donation and
entry into and conformity with the agreements referred to above
have been duly authorized by the directors of MHDC at a duly
called and held meeting.
The representations and warranties contained in this para-
graph shall be evidenced, as at the Donation Date, by a certi-
ficate executed by the chief executive officer and secretary of
-5-
95r;39pP95
M,:DCF dated as of the Donation Date.
5. Representations and Warranties of Housing Authority. The
Housing Authority represents and warrants as of the date hereof
and at the Donation Date that the following are and will be true
and correct:
(a) Due Authorization. The Housing Authority is duly
authorized by its governing body to enter into the Management
Agreement; and
(b) No Conflict. Entry by the Housinq Authority into the
Management Agreement will not result in any violation of, or
conflict with, any of its public purposes.
6. Covenants of Sacra. Sagra will proceed diligently to
obtain all necessary governmental approvals for the Project and
for the issuance of the Bonds and, thereafter, will proceed
promptly and diligently with construction of the Project.'
7. Headings. The headings in this Agreement are intended
solely for convenience of reference and shall be given no effect
in the construction or interpretation of this Memorandum.
8. Noticep,. All notices hereunder must- he given in writ-
ing and will be considered properly given if mailed, postage
-6-
85039085
prepaid, by certified mail to the parties at the following
addresses:
(a) if to Sagra:
Sagra, Inc.
2200 Larkspur Landing Circle
Larkspur, California 94939
Attention: Andrew C. Schafer
(b) if to MHDC:
Marin Housing Development Corporation
47 Paul Drive
San Rafael, California 94903
(c) if to Housing Authority:
Housing Authority of Marin County
47 Paul Drive,
San Rafael, California 94903
or to such other address as a party may designate in a written
notice to each of the other parties.
9. Termination. This Agreement of the parties will ter-
minate upon the earlier of the mutual written consent of the
parties hereto or June 30, 1986.
1.0. Governing Law. This Agreement shall be construed, and the
rights of the parties hereto determined, in accordance with the
laws of the State of California.
11. Assignment. The rights and obligations of the parties
hereto shall not be assignable by any party hereto without the
MVM
n511j UHt
prior written consent of each of the others. Nothing in this
Agreement, express or implied, is intended to confer upon any
person, other than the parties hereto and their successors and
permitted assigns, any rights or remedies under or by reason
hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
SAGRA, INC. MARIN HOUSING DEVELOPMENT
CORPORATION
x
By
HOUSING AUTHORITY OF THE COUNTY
OF MARIN
39
S:�
LIST OF EXHIBITS
A. Map of Parcels.
B. Deed of Gift (form).
C. Partnership Agreement.
WE
r)7tUJ J V k+d
►s5�1•s�uc�a
MAP OF PARCELS
EXHIBIT A TO CONTRIBUTION AGREEMENT
n 3f1'I~Ut;zi
DEED OF GIFT
EXHIBIT B TO CONTRIBUTION AGREEMENT
;5039085
PARTNERSHIP AGREEMENT
EXHIBIT C TO CONTRIBUTION AGREEMENT