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ED Assignment and Assumption Grants 153,161, 165 Novato StFree Recording Requested Pursuant to Government Code Section 27383 RECORDING REQUESTED BY: AND WHEN RECORDED RETURN TO: City of San Rafael 1313 Fifth Avenue San Rafael, CA 94915 Attn: City Manager ASSIGNMENT AND ASSUMPTION AGREEMENT (GRANTS -153,161 and 165 Novato Street) This Assignment and Assumption Agreement (the "Agreement") is entered into as of this 9th day of May, 2018, by and among Canal Community Alliance, a California nonprofit public benefit corporation (the "Assignor"), Canal Alliance, a California nonprofit public benefit corporation (the "Assignee"), and the City of San Rafael (the "City"), as successor to the housing assets and function of the San Rafael Redevelopment Agency (the "Agency"), with reference to the following facts: A. The Assignee is the fee owner of that certain real property and improvements located thereon situated at 153,161 and 165 Novato Street, San Rafael, California more fully described in the attached Exhibit A (the "Property"). B. The Agency was dissolved as of February I, 2012 pursuant to ABxl 26. The City of San Rafael City Council adopted Resolution No. 13279 on January 3, 2012 electing to become the housing successor to the dissolved Agency and to retain the housing assets and functions performed by the Agency in accordance with Section 34176 of the Redevelopment Law. Pursuant Health and Safety Code Section 34176(a)(a)(2), the State Department of Finance reviewed and accepted by letter dated August 27, 2012 the list of housing assets of the dissolved Agency, which included the grant documents related to the Property. For this reason, the City is entering into this Agreement as the successor to the dissolved Agency. C. The Agency provided grants to the Assignor in the amounts of $130,000 for 153 Novato Street (the "153 Grant"), $85,000 for 161 Novato Street (the "161 Grant") and $120,000 for 165 Novato Street (the "165 Grant") for the purpose of acquiring and rehabilitating the Property for use and rental at affordable rents to very low income and low income households. Collectively, the 153 Grant, the 161 Grant and the 165 Grant are referred to as the "Grants" in this Agreement. The 153 Grant is evidenced by that 1 141\01 \1835393.1 certain Grant Agreement and Covenant, dated as of February 2, 2004, between the Agency and the Assignor (the "153 Grant Agreement") and that certain Memorandum of Grant Agreement, dated as of February 2, 2004 and recorded in the Official Records of Marin County (the "0fficial Records") on March 1,2004, as Instrument No. 2004- 0015269 (the "153 Memo of Grant"). The 161 Grant is evidenced by that certain Covenant and Grant Agreement, dated as of June 19, 2000, between the Agency and the Assignor (the "161 Grant Agreement") and that certain Memorandum of Grant Agreement, dated as of June 19, 2000 and recorded in the Official Records on July 28, 2000, as Instrument No. 2000-0038897 (the "161 Memo of Grant"). The 165 Grant is evidenced by that certain Grant Agreement and Covenant, dated as of February 20, 2001, between the Agency and the Assignor (the "165 Grant Agreement") and that certain Memorandum of Grant Agreement, dated as of February 20, 2001 and recorded in the Official Records on March 30,2001, as Instrument No. 2001-0015734 (the "165 Memo of Grant"). D. The 153 Grant Agreement, the 161 Grant Agreement, the 165 Grant Agreement, the 153 Memo of Grant, the 161 Memo of Grant, the 165 Memo of Grant and any other documents, as amended from time to time, evidencing or securing the Grants shall be referred to herein collectively as the "City Documents." E. Assignor desires to assign to Assignee and Assignee desires to accept the assignment from Assignor of all of Assignor's obligations with respect to the City Documents. F. Assignee desires to release Assignor from all obligations in connection with the City Documents arising on or after the date this Agreement is recorded in the Official Records. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: 1. Assignment by Assignor. Assignor hereby assigns to Assignee all of Assignor's rights and obligations under the City Documents. 2. Acceptance of Assignment. Assignee hereby accepts the above assignment and hereby assumes all of the rights, obligations, covenants, and agreements of Assignor under the City Documents. Any reference to Assignor in the City Documents shall be deemed a reference to Assignee. 3. Release of Assignor. Assignee hereby releases Assignor from all obligations imposed under the City Documents arising on or after the date this Agreement is recorded in the Official Records. 2 141 \01 \1835393.1 4. Payment of Obligations. Assignee agrees that any amounts due from Assignor pursuant to the City Documents shall be assumed by Assignee. 5. Consent to Assignment. The City hereby consents to the assignment of the City Documents from Assignor to Assignee, and hereby releases Assignor from all obligations imposed under the City Documents arising on or after the date this Agreement is recorded in the Official Records. 6. Assignor Representations. Assignor represents and warrants to City that: (i) Assignor has the power and authority to execute, deliver and perform its obligations under this Agreement; (ii) the execution, delivery and performance of this Agreement do not violate any rule, regulation, statute, law, order, decree, judgment or the like, or any agreement or instrument to which Assignor is a party, and Assignor is not in breach or default under the City Documents; (iii) Assignor has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature against City relative to the City Documents or this Agreement; and (iv) Assignor has not received any notice from any governmental agency relating to any alleged violation of law, ordinance, rule or regulation. 7. Assignee Representations. Assignee represents and warrants to City that: (i) Assignee is a duly organized, validly existing corporation in good standing under the laws of the State of California; (ii) Assignee has the power and authority to execute, deliver and perform its obligations under the City Documents and this Agreement; (iii) the execution, delivery and performance of the City Documents and this Agreement do not violate any rule, regulation, statute, law, order, decree, judgment or the like, or any agreement or instrument to which Assignee is a party, and Assignee is not in breach or default under any lease or other agreement to which it is a party; (iv) Assignee has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature against City; (v) Assignee has not received any notice from any governmental agency relating to any alleged violation of law, ordinance, rule or regulation; (vi) Assignee shall comply with all of the terms and provisions of the City Documents; and (vii) Assignee has not filed, and currently has no intention to file, for any bankruptcy or debtor relief, and Assignee is not insolvent. 8. Reaffirmation of City Documents. Assignee hereby affirms and agrees that (i) the City Documents constitute the valid, legally binding obligation of Assignee as of the date of this Agreement, enforceable against Assignee in accordance with their terms, and (ii) City shall have the right to exercise any and all remedies against Assignee, including actions to realize or collect upon the security, that City would have had against Assignor but for this Agreement. Assignor and Assignee shall not take any action of any kind, directly or indirectly, to oppose, impede, obstruct, enjoin or 3 141 101 11835393.1 otherwise interfere with the exercise by City of any of its rights and remedies under the City Documents. 9. No Limitation of Remedies. Nothing in this Agreement is intended to limit any rights, powers or remedies of City in enforcing the City Documents. Nothing herein shall constitute or be construed as a waiver of any rights or remedies of City under the City Documents, or at law or in equity. The City Documents are hereby confirmed and ratified in all respects. ' 10. Consent to Transfer. The City hereby approves the transfer of the Property from the Assignor to the Assignee pursuant to Section 4.5 of the 153 Grant Agreement, Section 4.5 of the 161 Grant Agreement and Section 4.5 of the 165 Grant Agreement. 11. Consent to Financing. Pursuant to Sections 1.1(f) and 4.4(b) of the 165 Grant Agreement, Sections 1.1(f) and 4.4(b) of the 161 Grant Agreement, and Sections 1.1(f) and 4.4(b) of the 165 Grant Agreement, the City hereby approves the recordation of a Deed of Trust on the Property to secure a loan to Assignee from the Marin Community Foundation in an amount not to exceed $1,180,000 in principal for the refinancing of an existing loan secured by the Property and the rehabilitation of the improvements located on the Property, on the express condition that no person or entity will receive any of the proceeds of such loan to be used for any purpose other than the repayment of the existing loan secured by the Property, typical and standard refinance costs, and the rehabilitation of the improvements located on the Property. 12. City Action. Pursuant to Section 7.13 of the 153 Grant Agreement, Section 7.13 of the 161 Grant Agreement, and Section 7.13 of the 165 Grant Agreement, the City Manager is authorized to provide the approvals and consents set forth in this Agreement on behalf of the City without further authorization by the City Council. 13. Effective Date. The Agreement shall be effective as of the date this Agreement is recorded in the Official Records. 14. Counterparts. This Agreement may be signed by different parties hereto in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument. All counterparts shall be deemed an original of this Agreement. 15. Additional Documents. The Assignor, the Assignee and the City agree to execute or provide such documents and instruments, as may be necessary to effectuate the intent of this Agreement. 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 4 141 \01 \1835393.1 IN WI1NESS WHEREOF, the parties have executed this Agreement as of the date first written above. ,..,,...,' ....... n· t public benefit corporation .-----,......,-....... By~: ~~~~~~7n~~~~. Prmted Title: CITY: City of San Rafael, a charter city and municipal corporation BY:M~ ~oager [SIGNATURES MUST BE NOTARIZED] 5 141\01 \1835393.1 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Marin On __ =l£=-.J-I _lP..:.:..,./I-1.""""'-"O<....!I'-\l(,.,L.?'--_ before me, Lindsay Faye Lara, Notary Public (insert name and title of the officer) personally appeared ______ ...loL..l',!i-L-L--..J"..J..I...,4..u.A.-'--__________ -..--__ who proved to me on the basis of satisfactory evidence to be the person($) whose name' is/-ere subscribed to the within instrument and acknowledged to me that he/sReltl ley executed the same in his/t.terltheir authorized capacity(~, and that by his/~ir signature(.s) on the instrument the person~ or the entity upon behalf of which the person(sJ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _'ft->...L __ -->:lG4-__ CV\.....c-. _____ _ (Seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ~~./ On 0'; / ~ '-4btJ/l , before me~[ ~~ ~(J'/--U-n1~ ____ ,Notary Public, personally appeared (JJ-y}/lt:l7 ea ,.. Y-G y-~ 1/ ,who proved to me on the basis of satisfactory evidence to be the person(fi) whose namekS) is/t;H'e subscribed to the within instrument and acknowledged to me that he/sl1e/t,Key executed the same in hisllfer/tJ;reir authorized capacity(i~), and that by his/l).et/th,.eir signature~ on the instrument the person(y), or the entity upon behalf of which the person(() acted, executed the instrument. I certify UNDER PENALTY OF PERmRY under the laws ofthe State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. J ............ ~ B. E. MENJIVAR-THOMPSON : @.. ...~ \ Notary PubliC -California : ~ -Marin County $: z ... Commission' 2191802 - My Comm . Explr!5 Apr 15. 2021 7 141 \01 \1835393 .1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ---------------- On , before me, , Notary Public, personally appeared , who 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 hislher/their authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of Cali fomi a that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Name: Notary Public 7 141 \01 \\835393.\ ORDER NO. : 0436020413 EXHIBIT A The land referred to is situatl:!d in the County of Marin, City of San Rafael, State of California, and is described as follows: 1RACTONE: A Condominium Comprised of: PARCEL ONE: An undivided 1/15th interest as tenants in common in and to the Common Area designated as Lots A, Band C, as shown upon that certain Map entitled, "a Condominium, being a Resubdivision of Lots 3, 4, 5, 6, 10, 11, 12 and 13 in Book 15, Map of East San Rafael", filed for Record January 17, 1964 in Volume 12 of Maps, at Page 58, Marin County Records. PARCEL TWO: Unit 2 in Lot C, as shown and defined on the Condominium Plan shown as Exhibit "A" in the Declaration of Covenants, Conditions and Restrictions Recorded November 28, 1983 as Recorder's Serial No. 83-059128, Ma~in County Records, and as defined and limited by said Declaration of Covenants, Conditions and Restrictions. PARCEL THREE: "Driveway and Utility Ease", shown within and along the Northwesterly side of Parcel D, and within and along the Northeasterly side of Parcel H, as said easements and parcels are shown on the Map of "a Condominium being a Resubdivision of Lots 3, 4, 5, 6, 10, 11, 12 and 13 in Block 15, Map of East San Rafael", filed for Record January 17, 1964 in Volume 12 of Maps, at Page 58, Marin County Records. PARCEL FOUR: The right to exclusive use of the deck and/or patio, which directly adjoins Unit 4 in Lot C, as shown and defined on the Condominium Plan shown as Exhibit "A" in the Declaration of Covenants, Conditions and Restrictions referred to herein, and as defined and limited by said Declaration. APN: 008-190-12 1RACfTWO: A Condominium Comprised of: PARCEL ONE: Page 1 of 3 A-I 141 \01 \1 835393 .1 An undivided 1/15th interest as tenants in common, in and to the Common Area designated as Lots A, Band C, as shown upon that certain Map entitled "A Condominium, being a Resubdivision of Lots 3, 4, 5, 6, la, 11, 12 and 13, in Block 15, Map of East San Rafael", filed for Record January 17, 1964 in Volume 12 of Maps, at Page 58, Marin County Records. PARCEL TWO: Unit 3, in Lot B, as shown and defined on the Condominium Plan shown as Exhibit "A" in the Declaration of Covenants, Conditions and Restrictions Recorded November 28, 1983 as Instrument No. 83-59128, Marin County Records and as defined and limited by said Declaration of Covenants, Conditions and Restrictions. PARCEL THREE: "Driveway and Utility Ease", shown wi~in and along the Northwesterly side of Parcel D, and within and along the Northeasterly side of Parcel H, as said easements and parcels are shown on the Map of "A Condominium, being a Resubdivision of Lots 3, 4,5,6, la, 11, 12 and 13, in Block 15, Map of East San Rafael", filed for Record January 17, 1964 in Volume 12 of Maps, at Page 58, Marin County Records. PARCEL FOUR: The right to exclusive use of the deck and/or patio, which directly adjoins Unit 3 in Lot B, as shown and defined on the Condominium Plan shown as Exhibit "A" in the Declaration of Covenants, Conditions and Restrictions referred to herein, and as defined and limited by said Declaration. APN: 008-190-08 TRACT THREE A Condominium Comprised of: PARCEL ONE: An undivided 1/15th interest as tenants in common, in and to the Common Area designated as Lots A, Band C, as shown upon that certain Map entitled "A Condominium, being a Resubdivision of Lots 3, 4, 5, 6, 10, 11, 12 and 13, in Block 15, Map of East San Rafael", filed for Record January 17, 1964 in Volume 12 of Maps, at Page 58, Marin County Records. PARCEL TWO: Unit 5, Lot B, as shown and defined on the Condominium Plan shown as Exhibit "A" in the Declaration of Covenants, Conditions and Restrictions Recorded November 28, 1983 as Instrument No. 83-59128, Marin County Records and as defined and limited by said Declaration of Covenants, Conditions and Restrictions. PARCEL THREE: Page 2 of 3 A-2 141 \01 \1835393.1 "Driveway and Utility Ease", shown within and along the Northwesterly side of Parcel D, and within and along the Northeasterly side of Parcel H, as said easements and parcels are shown on the Map of lOA Condominium, being a resubdivision of Lots 3, 4, 5, 6, 10, 11, 12 and 13, in Block 15, Map of East San Rafael", filed for Record January 17, 1964 in Volume 12 of Maps, at Page 58, Marin County Records. PARCEL FOUR: The right to exclusive use of the deck and/or patio, which directly adjoins Unit 5 in Lot B, as shown and defined on the Condominium Plan shown as Exhibit "A" in the Declaration of Covenants, Conditions and Restrictions referred to herein, and as defined and limited by said Declaration. APN: 008-190-10 Page 3 of 3 A-3 14 1 \01 \1835393.1 Canal Housing Alliance, Inc. Board Resolution Authorizing Winding Up and Dissolution WHEREAS, the Board of Directors of Canal Housing Alliance, Inc. ("CHA"), a nonprofit California public benefit corporation exempt from taxation under Section 50l(c) (3) of the Internal Revenue Code of 1986, as amended, has determined that it is in the best interests of this corporation that this corporation be wound up and dissolved; and WHEREAS, this corporation has no members and California Corporations Code Section 6610 permits such a nonprofit corporation to elect to voluntarily wind up and dissolve by approval of its board of directors; NOW, THEREFORE, IT IS RESOLVED THAT the officers and directors of this corporation are authorized and directed to take appropriate measures to wind up and dissolve this corporation; and IT IS FURTHER RESOLVED THAT the officers of this corporation are authorized and directed to file all [mal tax returns with the California Franchise Tax Board. IT IS FURTHER RESOLVED THAT on commencement ofproceedings to wind up the corporation, the officers of this corporation are authorized and directed to prepare and file such other documents and take such other actions as may be necessary or advisable in connection with the winding up and dissolution of this corporation. Plan of LiquidationlDistrlbution of Assets The corporation currently holds the cash and other assets listed in Exhibit A to this resolution, and the corporation is able to payor provide for all of its known debts and liabilities. IT IS FURTHER RESOLVED THAT all known debts and liabilities of the corporation be provided for or paid. IT IS FURTHER RESOLVED THAT this corporation shall transfer its sole account, at Bank of Marin, in the amount of $45,960.37 in cash for the payment of estimated expenses, taxes, unascertained or contingent liabilities, and expenses and costs of winding up, distribution of assets, and dissolution. IT IS FURTHER RESOLVED THAT after (1) paying or adequately providing for all its known debts and liabilities, (2) setting aside the amount of the reserve fund referenced above, and (3) complying with California Corporations Code Section 6716, the corporate assets described in Exhibit A remaining on hand shall be distributed, in conformity with this corporation's Articles of Incorporation, to Canal Alliance, a nonprofit California public benefit corporation exempt from taxation under Section 50l(c) (3) of the Internal Revenue Code of 1986, as amended. 1 IT IS FURTHER RESOLVED THAT the secretary of this corporation is authorized, empowered, and directed to execute and deliver in the name of and on behalf of the corporation such deeds, assignments, or other instruments of transfer as may be deemed necessary or proper and the officers and directors of this corporation are authorized, empowered, and directed to do any and all acts and things necessary to carry out, perform, implement, and consummate the above-described distribution and to wind up the corporate affairs and dissolve this corporation, including, but not limited to, filing a Certificate of Dissolution in accordance with California Corporations Code Section 6615. Date • 2 Exhibit A Assets of Canal Housing Alliance, Inc. 1. Title to property lmown as 153 Novato Street, San Rafael, Marin County, California (Assessor Parcel No. 008-190-12) 2. Bank of Marin Checking Account # 121141877-6087, current balance $45,960.37 as of 6/30/17. 3 Internal Revenue Service Directo~, Exempt Organizations Rulings and Agreeme~ts Date: Canal }Uliance 91 Larkspur Street San Rafael, CA 94901 Dear Sir or Madam: Department of the Treas~-y P.O. Box: 2508 Cincinnati, Ohio 45201 Person to Contact -ID#: 'ME. K. Wilmer 52-05885 Contact Telephone ~urnbers: 877-829-5500 Phone 513-263-3756 F~~ Federal Identification Number: 94-2832648 Ey our determination dated September 1982, you were held to be e:{empt from Federal Income Tax under the provisions of section 501(c) (3) of the Internal Revenue Code. You recently furnished us information' that the Sah Rafael Canal Ministry merged t",ith Canal Community lUliance Inc. on December 31, 2004. F_t the same time, the entity changed it's name as shown above. Eased on the information submitted, we have determined that the merger does not affect your exempt status. The organization will continue using Employer Identification Number 94-2832648. Please let us Y~Ow about any further changes in the character, purposes, method of operation, name or address of your organization. If you have any questions regarding this matter, please contact the person whose name and telephone number appear in the heading of this letter. Enclosure Sincerely, I.-;=::.z~.~ f :~ . \:'~'·9~ Lois G. Lerner Director, Exempt Organizations Rulings and Agreements . , Canal Housing Alliance, Inc. Board Resolution Authorizing Transfer of 153 Novato St. to Canal Alliance WHEREAS, Canal Housing Alliance, Inc. ("CRA"), a nonprofit California public benefit corporation exempt from taxation under Section SOl (c) (3) of the Internal Revenue Code of 1986, as amended, owns that certain real estate known as 153 Novato Street, San Rafael, CA 94901, Assessor Parcel Number 008-190-12, one the buildings in the Marin Villa condominium complex; WHEREAS, Canal Alliance, a nonprofit California public benefit corporation exempt from taxation under Section SOl (c) (3) of the Internal Revenue Code of 1986, as amended, and affiliated with CRA, owns that certain real estate ~own as 161 Novato Street, San Rafael, CA 94901 (Assessor Parcel No . 008-190-08) and 165 Novato Street, San Rafael, CA 94901 (Assessor Parcel No. 008-190-10), also located in the Marin Villa condominium complex; WHEREAS, the Board of Directors ofCHA believes that the three properties can be more efficiently managed if owned by one entity; WHEREAS, the Board of Directors ofCHA desires to transfer 153 Novato Street to Canal Alliance for no consideration; NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of Canal Housing Alliance, Inc . hereby approves and authorizes the transfer of 153 Novato Street, San Rafael, CA 94901 to Canal Alliance; and FURTHER RESOLVED, the Board of Directors of Canal Housing Alliance, Inc. hereby authorizes its staff and agents to take all necessary action to complete the transfer of the property to Canal Alliance. ~~/~ ard Secretary / J Date CANAL HOUSING ALLIANCE BOARD OF DIRECTORS MEETING MINUTES THURSDAY, JANUARY 4,2018 Board Members in Attendance: Bob Jackson (Treasurer), David Coury (VP), Saul Godinez Staff: Janet Fletcher, nee Attaway (Chief Financial Officer) 6:20 p.m. called to order. I. Announcements, Community Updates, Public Comment a. None II. Changes/ Additions to Agenda a. None Meeting Agenda: m. Approval of Meeting Minutes, May 12, 2017 MSP: Bob Jackson, Dave Coury, Unanimous IV. Election of Board Secretary a. Resolution to elect Janet Fletcher as Board Secretary without vote MSP: Bob Jackson, Dave Coury, Unanimous V. Resolution for Dissolution of Canal Housing Alliance a. Resolution to dissolve Canal Housing and transfer all assets to Canal Alliance MSP: Dave Coury, Saul Godinez, Unanimous. VI. Adjournment • The meeting adjourned at 6:59 pm. Board Secretary "\\ Date Client: Canal Alliance-Gloria C ... tillo Address : 153, 161, 165 Novato Sl, San Rafael CA Phone: 415-870-6009 Email: GlonaC@canalaliiance.org DATE: 10/19/17 REVISED 1-8-17 REVISED 1-30-18 ADDENDUM "A" I BUDGET document represents the full budget and scope of the contract between G-Fanlily Inc. (CONTRACTOR) and Canal Alliance-Gloda Castillo (CLIENT I OWNER) for the project @ 153 , 161, 165 Novato sl, San Rafael CA. This document includes some allowances I options and thus is driven by the clients selections and is wade 10 be able to be adjusted accordingly. For eonU'actual purposes this represents the best mosl reasonable cost associated 10 the wlderslood scope of work discussed by both parties mutually. SCOPE: Replace windows and extedor doors throughl the units . Replace the wall heaters . Repair waler leaks . Repaint and replace cabinetsicounlertops . Misc . repairs . Items Demo 1/ Item Flashing Remove (15) existing w",1 heaters. Remove (91) windows. Remove (10) exterior single sliders R<move (2) rang. e:<haust fans R.move (3) interior doors and trim Remove (2) toilets Remov. (I) dishwasher Description Remove (3) bathroom cabmets, cQunteltaps. Sinks, and faucets Remove (:!) kitchen c:lbine:ts, COWlh!rtops. sinks and faucets R<move (3) shower/tub enclosuros R.move (636) sqfl of carpet Remove (425) sqfi oftanlinat< noaring De.scription Flash (91) window openings with 8' BitchoUllllle and a custom 24G galv. sheet metal cap. Flash (10) door openings with 8' B itchothane and a custom 24G galv. shoet metal pan and n custom galv. sheet metal cap. Associated Co.ts Labor A.sociated Material. Costs Associated Costs $10,000 00 $5,80000 Design Build Firm' Gfamilyconstruction.com(Website)' License 11893848 415-444-0573(Office)' 415-492-2128(Fax) • 615 B Street, Suite 1B, San narael, CA 94901 Total S14,100.00 Total Co.t S15,800.00 10f4 3.1 Windows 3.2 Exterior Doors 33 Interior Doors /I Items DoorslWindows " I Baseboord 1# Uem Plumbing Toilets 5 I Plumbing Kitchen Sink- Faucet 52 Plumbing BaUuoom Sink- Faucet I'lumbing BathtublShower 5 3 Enclosure 5 4 \Vat1!C Fixtwe Allowance 5.5 NOTE Item Install (91) new vinyl windows (Simonton) per plan. Window Allowance: $50,000.00 Install (10) sliding doors. Door Allowance: S9,OOO.00 Install (3) pairs of slide over slide interior doors . Install standard door knob hardwaro. All doors to bo hollow coro, paint grado, I 3 /S" X 6' S" Door allowance: S1200.00 Install (N) door hardwore Description with 2.X2 primed cedar on the exterior Install. sill, side casing and • cap. No interior trim included Trim out (10) new exterior doors with 2X2 primed cedar on the exterior with casing on U,. sides and • cap. Trim out (10) new e~terior doors wiU, I X4 primed MOF on the interior wiU, casing on UlO s ides and a cap. Install a (I) piece I X4 primed MOF baseboard throughout approx. 300 linear feot of flooring . Install a (I) piece I X4 primed cedar baseboord Uuoughout (3) b,Uuooms with replaced Description Install (2) new toilets in the existing locations . Price includes wax ri ng. angle stop and new supply IUle. Plumb in and install (~) new sinks Plumb in and install (~) now faucets. Price includes new P bllps and angle stops. Plumb in and install (3) new sinks with (3) new lilUcel Price includes n~w P trap and angl~ stops (~) n~\V mixer valves Assemble and install (3) new shower-tub onclosures. ("2) kitchen sinks, (2) kitchen laueets, (3) baU,room faucets, (3) bathroom sinks. (2) toilets, (2) shower heads, (2) tub fillers, (2) mix", valv<sltrims, (3) shower drains, (3) standard tub-shower enclosure. Water F ixure Allowance: $4,000.00 ···The City may require that thi: existing plumbing fixtures be replaced to meet current water conservation requirements··· ···The City may require that thl! existing .sewer latecm be replaced Lf not in good condition··· ••• All additional plumbing not slated above will be charged time and materials to accomplish··· Description Design Build Firm" Gfamilyconstruction,com(Website)' License 1#893848 415-444-0573(Office)' 415-192-2128{Fa.)· 615 B Street, Suite IB, San Rafael, CA 94901 S57,ooo.00 S95,4 00 00 SIO,OOO.OO SI6,400 S3 ,ooO.00 Total $20,000.00 SIO,ooO.OO $30,00 0 00 S3,500.00 Total CO!t 20f4 6 Kitchen Countertops 6 .1 h:itchen Backsplash 6 .2 BoUlfaam Cauntertops 6 .3 Linalewn BaUlfaam Flaar Ilem Sileetrock 7 I Stucco Allowunce 7.2 Scaffolding 7.3 Pauli H Insulation 75 Electrical 76 Flooring 7.7 Bathroom Vanities 7.8 Sh ingle Repa ir AlIowIDlce 7.9 Supervision Install 3/4" plywood sub grade . (Motch height of existing range in Unit #3 Building 153) Install (2) Gramte slob ~auntertops With a bull no .. edge. Cut out (2) sinks Materials allowance S2,200 00 (price for (3) slabs) Install a 4" stone backsplash appro". (23 ') long . Material Allowance ' SO 00 ••• Assuming we will we remnants of the cauntertop for the: backsplash··· Install 3/4" plywood undeclayment Install (3) single sink granite vanity tops with a bull nose edge. Material allowance : $1,500.00 (price far (2) slabs) Install hardie backer across the floor af (3) baUlfOOms . Install roll linoleum on the f10ar of (3) bathrooms for approx. 75sqfl. Material al lowance : $300.00 ···Leveling of the existing floor will be done at time and materials if necessary··· ••• A smoaU, floor is required for linoleum so additional plywood sub floar may be necessary··· Description Costs Remove and repl:Jc~ approx . 150 sqft of c<lhng drywall and 50 sqft of wall dl1'Wall Sht!~lIOCk. th e ntrecl~cJ ar~a with 1/2" sheetrock \'In thl! walls 3f1d 5/811 sheetrock on the cei ling Mud \valls with a text ure finish to match the existing walls/ceilings In stall sll c!etrock patdl around all window and door opellings as neces sary to accanlnlodate the new wmdows "'''''''Does not include asbestos removal"''''· Cut around (91) window openings and (10) door oponings 6" 10 allow for installation of new w:1terpmofiltg . Install chicken wire l"lIt around all patche. Install a (3) cQal patch around the window and door FJP~llings . ·"'·Patc:1tes will not be completely hidden unless we do :1 skim CO:1t over the existing stucco 3S well"'·· Install scaffolding as necessary to allow for installation of siding, trim, windows and paint Pa int all intenor affected areas of (J) Ullits mld extctillr atl'ectC!d areas of all un its Wit1I (I) coal of pri nlC!r and (2) coats of pain I Patch all neW trim and siding Affected area include s: Pain ting around tht: ilitenor and t:'dC!rior of the wlIldow jambs and trim Painting all new stucco . Painting dryw:.111 patches ···(3) color ma:~. Does not include existing surfaces·"'''' Install expandable fo:un around all new window and door openings . Install Hwnidistat fan switch in (31Ice.lians Install (15) new Fallfenheit 1500 walt electric wall heJt<rs Wall heater allowance. 53,000 00 ·"'·Assum ing the e.xisting wiring will stay pricing only includes labor to replace fixture"· Install laminate fl ooring in Unit #4 of Building 161 Appro". 700 sqft Instalilaminale flooring in Unit #1 Building 161 . Appro" 600 sqft. Installl:unin.te nOOling in B.Ulfoam of Unit #1 Building 161. Approx 50 sqft Install thrt:sholds l tr:msitian pieces as needed to cover floor chang!!s . Flooring Allawallce . 54000.00 Install (3) single sink vanities . Vanity aUawan"e : S2,500 .00 R!!p:.lir and ft!pi ac:t! Ule existing shingles :.is llecessaJY throughout the build ings to :.lct!ommod.:.lle Ule new windows /doors ••• All shingle re.pilirs will be done at time and materials··· Supervise, coordinate , meet with client/architect, provide samples of materials Design Build Firm· Gfamilyconstruction,com(Website) ,License #893848 41S-444-0573(Office)' 415-492-2128(Fnx) • 615 B Street, Suite IB, San Rafael, CA 94901 $5.50000 $55,20000 57,500.00 Sl7.5oooo $1,200.00 53,7jO 00 $3,8 0000 SI,O OO .OO S5 ,500.00 S3 ,OO O.00 $5,40000 $3,50000 Associated Costs Totnl Cost SI ,2oo 00 $6 ,70000 $4,400 00 559,600 00 SI,400.oo sa,9oo.00 $2,600 00 S::!O,IOO 00 SI,l oo.OO S2 ,300.OO 54,00000 $7,750.00 $4,40000 S8,~00 00 $3 ,300.00 $4,300.00 SI,20000 56,700.00 S3 00 .00 $3,3 00.00 30f4 710 Prlltcction Allowance 7.1 I Final Cleaning Allowance 7.12 Install temporary protection as needed to contain construction dust/debris as well as protect the floor and any finished surfaces at each window/door opening and at all sheetrock patches. ···All protection will be done at time and materials"·· Vacuum Ibe affected area and cleanup. ···Does not include exterior window washing··· Debris ami dirt disposal fees to be billed as 'Time & Design Build Firm· Gfamilyconslruclion.com(Websile)· License N893848 415-444-0573(9f1ice)' 415-492-2128(Fa.)· 615 B Street, Suite IB, San Rafael, CA 94901 40f4 OLD REPUBLIC TITLE COMPANY 1400A Grant Avenue Novato, CA 94945 (415) 897-9632 Fax: (415) 892-1137 PRELIMINARY REPORT MARIN COMMUNITY FOUNDATION 5 Hamilton Landing Ste 200 Novato, CA 94949 Attention: CAROUNE JENSEN Property Address: FOURTH AMENDED REPORT Our Order Number 0436020413-MK Customer Reference CANAL HOUSING ALUANCE When Replying Please Contact: Margaret Kriletich MKriletich@Ortc.com (415) 897-9632 153, 161 & 165 Novato Street, San Rafael, CA 94901 In response to the above referenced application for a policy of title insurance, OLD REPUBUC mLE COMPANY, as issuing Agent of Old Republic Nationallitle Insurance Company, hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of lit Ie Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said Policy or Policies are set forth in Exhibit I attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the Homeowner's Policy of litle Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit 1. Copies of the Policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit I of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Dated as of September 7,2017, at 7:30 AM OLD REPUBLIC TITLE COMPANY For Exceptions Shown or Referred to, See Attached Page 1 of 15 Pages ORT 315B·A (Rev. OB/07/0B) The form of policy of title insurance contemplated by this report is: OLD REPUBLIC TITLE COMPANY ORDER NO. 0436020413-MK FOURTH AMENDED REPORT ALTA Loan Policy -2006. A specific request should be made if another form or additional coverage is desired. The estate or interest in the land hereinafter described or referred or covered by this Report is: Condominium as defined in section 783 of the California Civil Code Title to said estate or interest at the date hereof is vested in: Canal Alliance, a California nonprofit public benefit corporation The land referred to in this Report is situated in the County of Marin, City of San Rafael, State of California, and is described as follows: TRACT ONE: A Condominium Comprised of: PARCEL ONE: An undivided 1/15th interest as tenants in common in and to the Common Area deSignated as Lots A, Band C, as shown upon that certain Map entitled, "a Condominium, being a Resubdivision of Lots 3, 4, 5, 6, 10, 11, 12 and 13 in Book 15, Map of East San Rafael", filed for Record January 17, 1964 in Volume 12 of Maps, at Page 58, Marin County Records. PARCEL 1WO: Unit 2 in Lot C, as shown and defined on the Condominium Plan shown as Exhibit "A" in the Declaration of Covenants, Conditions and Restrictions Recorded November 28, 1983 as Recorder's Serial No. 83-059128, Marin County Records, and as defined and limited by said Declaration of Covenants, Conditions and Restrictions. PARCEL THREE: "Driveway and Utility Ease", shown within and along the Northwesterly side of Parcel D, and within and along the Northeasterly side of Parcel H, as said easements and parcels are shown on the Map of "a Condominium being a Resubdivision of Lots 3, 4, 5, 6, 10, 11, 12 and 13 in Block 15, Map of East San Rafael", filed for Record January 17, 1964 in Volume 12 of Maps, at Page 58, Marin County Records. PARCEL FOUR: The right to exclusive use of the deck and/or patio, which directly adjoins Unit 4 in Lot C, as shown and defined on the Condominium Plan shown as Exhibit "A" in the Declaration of Covenants, Conditions and Restrictions referred to herein, and as defined and limited by said Declaration. APN: 008-190-12 TRACT1WO: Page 2 of 15 Pages ORT 3158-8 A Condominium Comprised of: PARCEL ONE: OLD REPUBLIC TITLE COMPANY ORDER NO. 0436020413-MK FOURTH AMENDED REPORT An undivided 1/15th interest as tenants in common, in and to the Common Area designated as Lots A, Band C, as shown upon that certain Map entitled "A Condominium, being a Resubdivision of Lots 3, 4, 5, 6, 10, 11, 12 and 13, in Block 15, Map of East San Rafael", filed for Record January 17, 1964 in Volume 12 of Maps, at Page 58, Marin County Records. PARCEL TWO: Unit 3, in Lot B, as shown and defined on the Condominium Plan shown as Exhibit "A" in the Declaration of Covenants, Conditions and Restrictions Recorded November 28, 1983 as Instrument No. 83-59128, Marin County Records and as defined and limited by said Declaration of Covenants, Conditions and Restrictions. PARCEL THREE: "Driveway and Utility Ease", shown within and along the Northwesterly side of Parcel D, and within and along the Northeasterly side of Parcel H, as said easements and parcels are shown on the Map of "A Condominium, being a Resubdivision of Lots 3, 4, 5, 6, 10, 11, 12 and 13, in Block 15, Map of East San Rafael", filed for Record January 17, 1964 in Volume 12 of Maps, at Page 58, Marin County Records. PARCEL FOUR: The right to exclusive use of the deck and/or patio, which directly adjoins Unit 3 in Lot B, as shown and defined on the Condominium Plan shown as Exhibit "A" in the Declaration of Covenants, Conditions and Restrictions referred to herein, and as defined and limited by said Declaration. APN: 008-190-08 TRACT THREE A Condominium Comprised of: PARCEL ONE: An undivided 1/15th interest as tenants in common, in and to the Common Area designated as Lots A, Band C, as shown upon that certain Map entitled "A Condominium, being a Resubdivision of Lots 3, 4, 5, 6, 10, 11, 12 and 13, in Block 15, Map of East San Rafael", filed for Record January 17, 1964 in Volume 12 of Maps, at Page 58, Marin County Records. PARCEL TWO: Unit 5, Lot B, as shown and defined (;:m the Condominium Plan shown as Exhibit "A" in the Declaration of Covenants, Conditions and Restrictions Recorded November 28, 1983 as Instrument No. 83-59128, Marin County Records and as defined and limited by said Declaration of Covenants, Conditions and Restrictions. PARCEL THREE: Page 3 of 15 Pages ORT3158-B OLD REPUBLIC TITLE COMPANY ORDER NO. 0436020413-MK FOURTH AMENDED REPORT "Driveway and Utility Ease", shown within and along the Northwesterly side of Parcel D, and within and along the Northeasterly side of Parcel H, as said easements and parcels are shown on the Map of "A Condominium, being a resubdivision of Lots 3, 4, 5, 6, 10, 11, 12 and 13, in Block 15, Map of East San Rafael", filed for Record January 17, 1964 in Volume 12 of Maps, at Page 58, Marin County Records. PARCEL FOUR: The right to exclusive use of the deck and/or patio, which directly adjoins Unit 5 in Lot B, as shown and defined on the Condominium Plan shown as Exhibit "A" in the Declaration of Covenants, Conditions and Restrictions referred to herein, and as defined and limited by said Declaration. APN: 008-190-10 At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as follows: 1. Taxes and assessments, general and special, for the fiscal year 2017 -2018, a lien, but not yet due or payable. 2. Taxes and assessments, general and special, for the fiscal year 2016 -2017, as follows: Assessor's Parcel No Bill No. Code No. 1st Installment 2nd Installment Land Value Imp. Value P.P. Value 008-190-12 16-1032959 008-006 $2,319.49 $2,319.49 $320,667.00 $480,400.00 $1,600.00 Marked Paid Marked Paid 3. Taxes and assessments, general and special, for the fiscal year 2016 -2017, as follows: ORT 3158-8 Assessor's Parcel No Code No. 1st Installment 2nd Installment Land Value Imp. Value P.P. Value 008-190-08 008-006 $2,319.49 $2,319.49 $152,739.00 $424,361.00 $1,600.00 Page 4 of 15 Pages Marked Paid Marked Paid OLD REPUBLIC TITLE COMPANY ORDER NO. 0436020413-MK FOURTH AMENDED REPORT 4. Taxes and assessments, general and special, for the fiscal year 2016 -2017, as follows: Assessor's Parcel No Bill No. Code No. 1st Installment 2nd Installment Land Value Imp. Value 008-190-10 16-1032957 008-006 $2,319.49 $2,319.49 $152,739.00 $445,999.00 Marked Paid Marked Paid 5. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq., of the Revenue and Taxation Code of the State of California. Items 6 through 14 Affects Tract One 6. Easements for ingress, egress, private rights and/or utilities and incidental purposes, as disclosed by instruments of record affecting the "Common Elements". 7. Recitals as shown or noted on the filed map. 8. Covenants, Conditions, Restrictions, Limitations, Easements, Assessments, Reservations, Exceptions, Terms, Liens or Charges, but omitting any covenants or restrictions if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under Title 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons, as provided in an instrument. ORT3158-B Entitled Executed By Dated Recorded Enabling Declaration Establishing a Plan for Co"ndominium Ownership Grady Kromer and Cheryl Kromer November 22, 1983 November 28, 1983 in Official Records under Recorder's Serial Number 83059128 Said Covenants, Conditions and Restrictions provide that a violation thereof shall not defeat or render invalid the lien of any Mortgage or Deed of Trust made in good faith and for value. Page 5 of 15 Pages OLD REPUBLIC TIlLE COMPANY ORDER NO. 0436020413-MK FOURTH AMENDED REPORT Modification thereof, but omitting any covenants or restrictions if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under lltle 42, Section 3607 of the United,States Code or (b) relates to handicap but does not discriminate against handicapped persons. Executed By Dated Recorded Marin Villa Associates, a California limited partnership June 27, 1988 June 28, 1988 in Official Records under Recorder's Serial Number 88-034252 NOTE: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." 9. Liens and charges for upkeep and maintenance as provided in the above mentioned Covenants, Conditions and Restrictions, if any, where no notice thereof appears on record. For information regarding the current status of said liens and/ or assessments Contact Marin Villa Homeowners Association, Inc. 10. A Notice as follows: ORT315B-B Entitled By Dated Recorded Which Among other Things Provides Memorandum of Grant Agreement Canal Community Alliance and San Rafael Redevelopment Agency February 2, 2004 March 1, 2004 in Official Records under Recorder's Serial Number 2004-0015269 Notice of the Grant Agreement that imposes use restrictions on said land. Note: Reference is made to said instrument for full particulars. Page 6 of 15 Pages OLD REPUBLIC TI1LE COMPANY ORDER NO. 0436020413-MK FOURTH AMENDED REPORT 11. Matters as contained or referred to in an instrument, Entitled Executed By Dated Recorded Which Among Other Things Provides Assignment of Proceeds and Grant of Lien by Canal Housing Alliance, Inc. to County of Marin from possible future sales Canal Housing Alliance February 17, 2004 January 4, 2005 in Official Records under Recorder's Serial Number 2005-0000641 Assignment of future proceeds upon sale and Home Program requirements Note: Reference is made to said instrument for full particulars. 12. Matters as contained or referred to in an instrument, Entitled Executed By Dated Recorded Which Among Other Things Provides Home Program Regulatory Agreement Canal Housing Alliance, Inc. and the County of Marin February 24, 2004 August 12, 2005 in Official Records under Recorder's Serial Number 2005-0061282 Affordable Housing requirements and regulations Note: Reference is made to said instrument for full particulars. 13. Deed of Trust to secure an indebtedness of the amount stated below and any other amounts payable under the terms thereof, ORT3158-B Amount Trustor/Borrower Trustee Beneficiary/Lender Dated Recorded $1,000,000.00 Canal Housing Alliance, Inc., a California corporation and Canal Alliance, a California nonprofit public benefit corporation, formerly known as Canal Community Alliance, Inc. First American Title Company Marin Community Foundation, a California nonprofit public beneift corporation April 7, 2011 April 29, 2011 in Official Records I:.mder Recorder's Serial Number 2011-0022654 Page 7 of 15 Pages OLD REPUBLIC TITLE COMPANY ORDER NO. 0436020413-MK FOURTH AMENDED REPORT 14. A financing Statement filed/recorded in the office of the County Recorder, showing Debtor Secured Party In Office of Recorded Return Address Canal Housing Alliance Marin Community Foundation Marin County May 2, 2011 in Official Records under Recorder's Serial Number 2011-0023147 5 Hamilton Landing, Suite 200, Novato, CA 94949 Items 15 through 22 Affects Tract Two 15. Easements for ingress, egress, private rights and/or utilities and incidental purposes, as disclosed by instruments of record affecting the "Common Elements". 16. Recitals as shown or noted on the filed map. 17. Covenants, Conditions, Restrictions, Limitations, Easements, Assessments, Reservations, Exceptions, Terms, Liens or Charges, but omitting any covenants or restrictions if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under Title 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons, as provided in an instrument. ORT3158 -B Entitled Executed By Dated Recorded Enabling Declaration Establishing a Plan for Condominium Ownership Grady Kromer and Cheryl Kromer November 22, 1983 November 28, 1983 in Official Records under Recorder's Serial Number 83059128 Said Covenants, Conditions and Restrictions provide that a violation thereof shall not defeat or render invalid the lien of any Mortgage or Deed of Trust made in good faith and for value. Page 8 of 15 Pages OLD REPUBLIC TITLE COMPANY ORDER NO. 0436020413-MK FOURTH AMENDED REPORT Modification thereof, but omitting any covenants or restrictions if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under Title 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons. . Executed By Dated Recorded Marin Villa Associates, a California limited partnership June 27, 1988 June 28, 1988 in Official Records under Recorder's Serial Number 88-34252 NOTE: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." 18. Liens and charges for upkeep and maintenance as provided in the above mentioned Covenants, Conditions and Restrictions, if any, where no notice thereof appears on record. For information regarding the current status of said liens and/ or assessments Contact Marin Villa Homeowners Association, Inc. 19. A Notice as follows: ORT3158-B Entitled By Dated Recorded Returned to Address Which Among Other Things Provides Memorandum of Grant Agreement Canal Community Alliance and San Rafael Redevelopment Agency June 9,2000 July 28, 2000 in Official Records under Recorder's Serial Number 2000-0038897 1313 Fifth Avenue, San Rafael, CA 94915 Notice of Agreement that imposes use restrictions. Note: Reference is made to said instrument for full particulars. Page 9 of 15 Pages OLD REPUBLIC TITLE COMPANY ORDER NO. 0436020413-MK FOURTH AMENDED REPORT 20. Deed of Trust to secure an indebtedness of the amount stated below and any other amounts payable under the terms thereof, Amount Trustor/Borrower $30,000.00 Canal Community Alliance, a California nonprofit public benefit corporation Trustee Beneficia ry /Lender Consolidated Title Services, a California corporation Buckalew Programs, a California nonprofit public benefit corporation Dated Recorded Loan No. July 18, 2000 July 28, 2000 in Official Records under Recorder's Serial Number 2000-0038898 none shown NOTE: Said Deed of Trust by the provisions of an agreement Dated Recorded April 7, 2011 April 29, 2011 in Official Records under Recorder's Serial Number 2011-0022655 Executed By Marin Community Foundation, a California nonprofit public benefit corporation, Buckelew Programs, a California nonprofit corporation previously identified as Buckalew Programs, Canal Alliance, a California nonprofit public benefit corporation, formerly known as Canal Community Alliance, Inc., and its successors and assigns, and Canal Housing Alliance, Inc., a California corporation was made subordinate to the Deed of Trust referred to herein as Instrument No. 2011-0022654. 21. Deed of Trust to secure an indebtedness of the amount stated below and any other amounts payable under the terms thereof, ORT3158-B Amount Trustor/Borrower Trustee Beneficiary/Lender Dated Recorded Loan No. $1,000,000.00 Canal Housing Alliance, and Canal Alliance a California nonprofit public benefit corporation First American Title Company Marin Community Foundation, a California nonprofit public corporation April 7, 2011 April 29, 2011 in Official Records under Recorder's Serial Number 2011-0022654 none shown Page 10 of 15 Pages OLD REPUBLIC TIlLE COMPANY ORDER NO. 0436020413-MK FOURTH AMENDED REPORT 22. A financing Statement filed/recorded in the office of the County Recorder, showing Debtor Secured Party In Office of Recorded Return Address Canal Housing Alliance Marin Community Foundation Marin County Recorder May 2, 2011 in Official Records under Recorder's Serial Number 2011-0023147 5 Hamilton Landing, Suite 200 Novato, CA 94949 Items 23 through 29 Afeets Tract Three 23. Easements for ingress, egress, private rights and/or utilities and incidental purposes, as disclosed by instruments of record affecting the "Common Elements". 24. Recitals as shown or noted on the filed map. 25. Covenants, Conditions, Restrictions, Limitations, Easements, Assessments, Reservations, Exceptions, Terms, Liens or Charges, but omitting any covenants or restrictions if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under Title 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons, as provided in an instrument. ORT3158-B Entitled Executed By Dated Recorded Enabling Declaration Establishing a Plan for Condominium Ownership Graby Kromer and Cheryl Kromer Novem ber 22, 1983 November 28, 1983 in Official Records under Recorder's Serial Number 83-059128 Said Covenants, Conditions and Restrictions provide that a violation thereof shall not defeat or render invalid the lien of any Mortgage or Deed of Trust made in good faith and for value. Page 11 of 15 Pages OLD REPUBLIC TIlLE COMPANY ORDER NO. 0436020413-MK FOURTH AMENDED REPORT Modification thereof, but omitting any covenants or restrictions if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under Title 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons. Executed By Dated Recorded Marin Villa Associates, a California limited partnership June 27, 1988 June 28, 1988 in Official Records under Recorder's Serial Number 88-034252 NOTE: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." 26. Liens and charges for upkeep and maintenance as provided in the above mentioned Covenants, Conditions and Restrictions, if any, where no notice thereof appears on record. For information regarding the current status of said liens and/ or assessments Contact Marin Villa Homeowners Association, Inc. 27. A Notice as follows: ORT 3158-8 Entitled By Dated Recorded Returned to Address Which Among Other Things Provides Memorandum of Grant Agreement Canal Community Alliance and San Rafael Redevelopment Agency February 20, 2001 March 30, 2001 in Official Records under Recorder's Serial Number 2001-0015734 1313 Fifth Avenue, San Rafael, CA 94915 Notice of Grant Agreement which provides for use restrictions. Note: Reference is made to said instrument for full particulars. Page 12 ·of 15 Pages OLD REPUBLIC TIlLE COMPANY ORDER NO. 0436020413-MK FOURTH AMENDED REPORT 28. Deed of Trust to secure an indebtedness of the amount stated below and any other amounts payable under the terms thereof, Amount Trustor/Borrower Trustee Beneficiary/Lender Dated Recorded Loan No. $1,000,000.00 Canal Housing Alliance, Inc., a California corporation and Canal Alliance, a California nonprofit public benefit corporation and Canal Alliance, a California nonprofit public benefit corporation, formerly known as Canal Community Alliance, Inc. First American lltle Company Marin Community Foundation, a California nonprofit public benefit corporation April 7, 2011 April 29, 2011 in Official Records under Recorder's Serial Number 2011-0022654 none shown 29. A financing Statement filed/recorded in the office of the County Recorder, showing Debtor Secured Party In Office of Recorded Return Address Item 30 Affects All Parcels Canal Housing Alliance Marin Community Foundation Marin County Recorder May 2, 2011 in Official Records under Recorder's Serial Number 2011-0023147 5 Hamilton Landing, Suite 200 Novato, CA 94949 30. The requirement that a certified copy of a resolution of the board of directors be furnished to this Company authorizing or ratifying the proposed conveyance, and that there be annexed to the conveyance a certificate of compliance and approval meeting the requisites of Section 5912 Corporations Code. Canal Housing Alliance --------------------Informational Notes ------------------- A. The applicable rate(s) for the policy(s) being offered by this report or commitment appears to be section(s) 2.2. Page 13 of 15 Pages ORT3158-B OLD REPUBLIC TITLE COMPANY ORDER NO. 0436020413-MK FOURTH AMENDED REPORT B. The above numbered report (including any supplements or amendments thereto) is hereby modified and/or supplemented to reflect the following additional items relating to the issuance of an American Land litle Association loan form policy: NONE NOTE: Our investigation has been completed and there is located on said land a residential condominiums known as 153, 161 & 165 Novato Street, San Rafael, CA 94901. The ALTA loan policy, when issued, will contain the CLTA 100 Endorsement and 116 series Endorsement. Unless shown elsewhere in the body of this report, there appear of record no transfers or agreements to transfer the land described herein within the last three years prior to the date hereof, except as follows: NONE C. NOTE: The last recorded transfer or agreement to transfer the land described herein is as follows: ORT 3156-B Instrument Entitled By/From To Dated Recorded Grant Deed Dan A. Nowell and Sean E. Nowell, husband and wife Canal Housing Alliance, a California corporation February 25, 2004 March 1, 2004 in Official Records under Recorder's Serial Number 2004-0015268 NOTE: The last recorded transfer or agreement to transfer the land described herein is as follows: Instrument Entitled By/From To Dated Recorded Grant Deed Canal Alliance, a California nonprofit public benefit corporation, formerly known as Canal Community Alliance, a California nonprofit public benefit corporation Canal Alliance, a California nonprofit public benefit corporation April 21, 2011 April 29, 2011 in Official Records under Recorder's Serial Number 2011-0022652 Page 14 of 15 Pages OLD REPUBLIC TIn.E COMPANY ORDER NO. 0436020413-MK FOURTH AMENDED REPORT NOTE: The last recorded transfer or agreement to transfer the land described herein is as follows: Instrument Entitled By/From To Dated Recorded Grant Deed Canal Alliance, a California nonprofit public benefit corporation formerly known as Canal Community Alliance Canal Alliance, a California nonprofit public benefit corporation April 21, 2011 April 29, 2011 in Official Records under Recorder's Serial Number 2011-0022653 D. All transactions that close on or after March 1, 2015 will include a $20.00 minimum recording service fee, plus actual charges required by the County Recorder. Page 15 of 15 Pages ORT3158-B Exhibit I AMERICAN LAND TITLE ASSOCIATION LOAN POUCY OF TITLE INSURANCE -2006 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion lea) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or B. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-Iending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk l1(b). EXCEPTIONS FROM COVERAGE -SCHEDULE B, PART 1, SECTION ONE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. I ! ** * * * * rev. 07/2016 ! OLD REPU BLlC TITLE * *---------- *** FACTS WHAT DOES OLD REPUBLIC TITLE DO WITH YOUR PERSONAL INFORMATION? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and employment information • Mortgage rates and payments and account balances • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons Old Republic Title chooses to share; and whether you can limit this sharing. ------+ ~-+ - ------------ - - Does Old Republic Can you limit Reasons we can share your personal information Title share? this sharing? --------------- ---------, For our everyday business purposes -such as to process your transactions, maintain your account(sl, or respond to court orders and Yes No legal investigations, or report to credit bureaus For our marketing purposes -No We don't share to offer our products and services to you For joint marketing with other financial companies No We don't share For our affiliates' everyday business purposes -Yes No information about your transactions and experiences For our affiliates' everyday business purposes -No We don't share information about your creditworthiness For our affiliates to market to you No We don't share For non-affiliates to market to you No . We don't share --------------- Questions Go to www.oldrepublictitle.com (Contact Us) - , Who we are Who is providing this notice? What we do How does Old Republic Title protect my personal information? How does Old Republic Title . collect my personal information? Why can't I limit all sharing? Definitions Affiliates Non-affiliates Joint marketing Companies with an Old Republic Title name and other affiliates. Please see below for a list of affiliates. . To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. For more information, visit http://www.OldRepublicTitle.com/newnationaI/Contact/privacy. We collect your personal information, for example, when you: • Give us your contact information or show your driver's license • Show your government-issued ID or provide your mortgage information • Make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates or other companies. Federal law gives you the right to limit only: • Sharing for affiliates' everyday business purposes -information about your creditworthiness • Affiliates from using your information to market to you • Sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See the "Other important information" section below for your rights under state law. Companies related by common ownership or control. They can be financial and nonfinancial companies. • Our affiliates include companies with an Old Republic Title name, and financial companies such as Attorneys' Title Fund Services, LLC, Lex Terrae National Title Services, Inc., Mississippi Valley Title Services Company, and The Title Company of North Carolina. Companies not related by common ownership or control. They can be financial and non-financial companies. • Old Republic Title does not share with non-affiliates so they can market to you A formal agreement between non-affiliated financial companies that together market financial products or services to you. • Old Republic Title doesn't jointly market. - ---; I Other Important Information ' Oregon residents only: We are providing you this notice under state · law. We may share your personal information (de scribed on page one) obtained from you or others with non-affiliate service providers with whom we contract, such as notaries and delivery services, in order to process your transactions. You may see what personal information we have collected about you in connection with your transaction (other than personal information related to a claim or legal proceeding). To see your information, please click on "Contact Us" at www.oldrepublictitle.com and submit your written re quest to the legal Department. You may see and copy the information at our office or ask us to mail you a copy for a reas onable fee. If you think any information is wrong, you may submit a written request online to correct or delete it. We will let you know what actions We take . If you do not agree with our actions, you may send us a statement . , , . ----- -----------~ -. --------------.-----. Affiliates Who May be Delivering This Notice , ------------------- ----~ ----------,-------.-~ American First Abstract, LLC American First TItle & Trust American Guaranty TItle Attorneys' TItle Fund Compass Abstract, Inc . Company Insurance Company Services, llC eRecording Partners Genesis Abstract, LLC Kansas City Management l.T. Service Corp. Lenders Inspection Network, LLC Group,LLC Company Lex Terrae National TItle Lex Terrae, ltd. Mara Escrow Company Mississippi Valley TItle National Title Agent's Services, Inc. Services Company Services Company Old Republic Branch Old Republic Diversified Old Republic Exchange Old Republic National Old Republic TItle and Information Services, In c. Services, Inc . Company Title Insurance Company Escrow of Hawaii, ltd. old Republic Title Co. Old Republic TItle Company Old Republic TItle Company Old Republic TItle Old Republic TItle of Conroe of Indiana Company of Nevada Company of Oklahoma Old Republic TItle Company Old Republic TItle Company Old Republic TItle Company 'Old Republic TItle Old Republic Title of Oregon of St. Louis of Tennessee Information Concepts Insurance Agency, Inc . Old Republic TItle, ltd. Republic Abstract & Sentry Abstract Company The Title Company of Title Services, LLC Settlement , LLC North Carolina Trident Land Transfer CompanY ,LLC I~OTICE ... Thls is neither a plat nor a survey. It is furnished merely oS a convenience to aid you in locating the land indicated hereon with reference to streets and other land . No liability is assumed by reason of any reliance hereon. NOVATO @) t1S4-" "%' W @) ..,-:-R./2.5B LD4 .'f3 ... ,1-.._ 1'11.43 "' ~ ~. ",,,, .,~ :z: _.eo .'.tc. 4.,,71 ~."'1 Ur1l1 r ~ ""1/ 2 .. ... Lol A .. ~ IInll I .. ~ U.1I2 ""'-IT COMMON I I I .. I l I ~ El ~ l\ U""3 I UU""~ Lal B U""4 I I I :s.,~.1c.. Sr."'" !i; ...... I _.-1.. ... 2a ..... ') I~ 1'8.~3 .... 11"'1..1.. AI "'UI boLlfliarr 01 R.M. Sk.12~PrI. 58 I ele8$1' therefrom Unit. I thrauvh 5 In LIff A, Unit., '''mugh 5 Itt Lo. B and Un"" Irhro uvttS 'n Lar C .hich cr. :ubdivl.lans af Dlr~paCr:. ps defined In fht "£lillBUNG DECLARATION ESTABUSI/IIIG A PLAN FOR CDNDOhIINIUM ClWNER5HIP'; ,«o,dod G.II S.r/al N~ber 83-59128 I Mdr/n Co",'y ReCDfd •• 2. Ane..,,,r4 parcel number.. .lhaw uppasJlr: aoch unil include rup.cllv. r/ghr:r held In lee fllle plu. 0 1/ IS inland In ,,., Cammal1 Alaa. ~-.;;. ~ -·:;,:r.,'·:--:'~';' ""t 9 ~" -----.J , ,~ ,~. ~'. .. .---.;. '.~ .. , .' -;;. :.~-:--", . -.- :"9'.1:0'84",' .". __ ' ; .. : _ , .:.' ,,', 1._. ~ I •.• " ... , ~: .... II.' ....... ! ST. Ib:t i '" ... n~-'r -.. SOJ1f I , I ,~. I :-U,d'3 I: Vnll I :: I :i I !Sa ,DJ ,., a EJ M ~ llnil 4 ... ....... L. ••• No Parr:e I No . I il-ISO -OI 2 B-190-02 3 1I-'SO-03 4 /1·190-04 !i fl-ISO-05 ~ I /1-/90-05 2 11-/90-0 7 3: II-ISO-O/l 4 /1-190-09 , fl-190-IO .h.Q!..E / fl-190-11 a B-190-1 a 3 /I·ISO./3 " B-ISO·I" 5 /I-ISO-IS ~ Tal( Rate Area 8-006 8-/9 -, -~ "&'4,3 ~ , ... - ., g" ., .. '" ,. Unll3 U.,12 " Ij;t,n:s ".14-... ". o!::: AREA ";0 on'" -" >: Lol C r- ~ Ullft.4 "" I 'D.~J R.12-!lB-- A C anda'!linium, being a Resubdivi sian of LIlts 3,4,5,6,10,11,12 a 13 in Black 15, Map of Eost San Rafael,RM Bk.12-Pg.5B AssessorS Mop Bk.8-Pg./9 County of Morin, Calif. Ii' , ~ " ~ R :l 1; !? ~ :i n ~ :: ~ ~ " l ~ , .:: F 3 ii • g .;; a ;j 5 II CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. "I:A"~~I~IIPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: nomic Development Director Contractor's Contact: Janet Fletcher, Attaway Contact's Email: janetf@canalalliance.org o FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA> $20,000 ; or Purchase> $35,000; or Public Works Contract> $125 ,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy ofthis routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINr~d bonds (for Public Works Contracts) IV 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE Click here to enter a date . ~ N/A Or '/5'h~ (P/~)~ f/6/rr I I.Plv/rf) REVIEWER Check/Initial 0 0 0 -- 0 0 0 ~ / ~~ ~ ~ c-6L,. INTEROFFICE MEMORANDUM TO: JIM SCHUTZ, CITY MANAGER FROM: DANIELLE O'LEARY, ECONOMIC DEVELOPMENT DIRECTOR DATE: THURSDAY, MAY 31,2018 SUBJECT: CANAL ALLIANCE ASSIGNMENT AND ASSUMPTION AGREEMENT The Canal Alliance has approached the City of San Rafael for an assignment and assumption agreement for subject properties: 153, 161, and 165 Novato Street. I worked with our RDA legal counsel Lynn Hutchins to combine the required assignments and consents into one document -the Assignment and Assumption Agreement for 153, 161 & 165 Novato Street - which is attached. This agreement accomplishes the following: Assigns the 3 grant agreements/memo of grants between the former RDA and Canal Community Alliance to Canal Alliance with the City consent Provides City consent to the transfer of the 3 properties to Canal Alliance as required under the grant agreements (which should have been done when the properties were transferred but evidently that did not occur) Provides City consent to the new deed of trust to be recorded or already recorded on the 3 properties for a new $1,180,000 loan from Marin Community Foundation to Canal Alliance The reason the assignments/transfers need to occur is that the original grantee, Canal Community Alliance, is dissolving (see attached resolutions/minutes of corporation) and Canal Alliance is undertaking its role with these three properties now. Attached are the relevant Grant Agreements and recorded Memorandum of Grant Agreements. I have also attached the title report for your reference. The following additional information/actions recommended by Lynn were also accomplished: Resolution from Canal Alliance authorizing entry into the Assignment of the 3 sets of grant documents. The dissolution resolution from Canal Community Alliance is sufficient to allow that entity to sign the Assignment. Canal Alliance needs to provide the insurance required by the City as set forth in Section 3.4(b) of each of the grant agreements, which they have done. Jim I need your signature notarized by Lindsay Lara. Please let me know if you have any additional questions. Thanks! Danielle