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CA 400 Upper Toyon Road Detachment; Predetachment AgreementDocuSign Envelope ID: 92E535DD-AB46-47A7-AC5D-OA2255C4988A PRE -DETACHMENT AGREEMENT This Pre -detachment Agreement ("Agreement") is entered into on M &y 2 L_ 2019 by and between the Cl FY OF SAN RAFAEL (`'City"), a municipal corporation, and RAPHAEL DE BALMANN ("Mr. de Balmann"), owner of the real property located at 400 Upper Toyon in San Rafael. RECITALS 1. Mr. de Balmann has submitted an application to the Marin Local Agency Formation Commission seeking to detach his property located in the State of California, in the County of Marin, as depicted on Exhibit A, described in Exhibit B, and referred to in this Agreement as the "Property," from the City and annex the Property to the Town of Ross ("Application for Reorganization"). ?. City is empowered by the Cortese-Knox-llertzberg Local Government Reorganization Act. Government Code section 56000 et seq. ("the Act") to consent to or to oppose Mr. de Balmamr's Application for Reorganization. 3. City finds it to be in the public interest to detach the Property under the terms of this Agreement and to support Mr. de Balmann's Application for Reorganization, as the Property is located on the boundary with Ross, the closest surrounding residential parcels and adjacent unoccupied parcels are in Ross, and the Property is located within the Ross School District. 4. City and the Town of Ross have negotiated in good faith to reach a property tax revenue exchange agreement ("Tax Share Agreement"), which will be supplemented by a one- time payment by Mr. de Balmann to City to mitigate its costs of providing Fire, Police, and street maintenance services following detachment of the Property. 5. City has considered this Agreement at a noticed public meeting, and has found it to be fair. just and reasonable. Each party has had opportunity to consult legal counsel with respect to it. NOW, THEREFORE, in consideration of the above recitals and of the following mutual covenants, benefits and burdens, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1 of 5 (5-1-S DocuSign Envelope ID: 92E535DD-AB46-47A7-AC5D-OA2255C4988A COVENANTS 1. BASIC PURPOSES. The purposes of this Agreement are to (a) facilitate Mr. de Balmann's pursuit of the Application for Reorganization, and (b) provide for Mr. de Balma ni's supplemental payment of property tax revenue to offset the provision of Fire, Police, and street maintenance services by City following detachment of the Property. 2. DEFINITIONS. Terms used in this Agreement shall have the following meanings unless the context otherwise requires: (1) "Agreement" means this Pre -detachment Agreement, including Exhibit A attached hereto and incorporated into this Agreement by this reference. (2) `'Application for Reorganization" means Mr. de Balmann's proposed detachment of the Property from City and annexation to the Town of Ross. (3) "Mr. de Balmann" means Mr. de Balmann and his successors in the Property and permitted assigns in this Agreement. (4) "City" means the City of San Rafael. (5) "Effective Date" means the date this Agreement is signed by the later of the Parties to do so. (6) '`L.AFCo" means the Marin County Local Agency Formation Commission. (7) "Parties" means Mr. de Balmann and City and `'Party" means either of them. (8) "Property" means the real property described in Exhibit A. (9) "Reorganization" means the approval by LAFCo, and the recordation of a notice of completion with respect to that approval, of the Application for Reorganisation. (10) "Town" means the Town of Ross. 3. TERM. This Agreement shall commence on the Effective Date and shall expire three years thereafter, unless extended or amended in writing or when it is billy performed, ifsooner. 4. PRE -DETACHMENT OBLIGATIONS AND COMMITMENTS. a. Consistently with and subject to this Agreement, Mr. do Balmann will pursue his petition under the Act, or its successor, to detach the Property from the City and annex the Property to the Town, and take such further actions as may be reasonably required to complete 2 of 5 DocuSign Envelope ID: 92E535DD-AB46-47A7-AC5D-OA2255C4988A the Reorganization of the Property under such conditions as LAFCo may impose and are reasonably acceptable to Mr. de Balmann and City. b. Upon execution of this Agreement, Mr. de Balmann shall pay $95,000 to City in mitigation for City's provision of Fire, Police, and Street services to the Property following detachment. The City will refund the mitigation payment to Mr. de Balmann in its entirety within 30 -days if the City Council decides not to appro,,e a tax exchange agreement with the Town or the Reorganization is not accomplished within the term set forth in Paragraph 3 above for any other reason. 5. NON -OBLIGATION. Nothing in this Agreement obligates the City to approve a tax share agreement with the Town or eliminates any rights the City possesses regarding Mr. de Bahnann's Application for Reorganization. 6. NIISCELLANEOUS PROVISIONS. a. SEVERABILITY, It is the intent of the Parties that the remaining terms, provisions, covenants and conditions of this Agreement be in effect, valid, and enforceable should any term, provision, covenant or condition of this Agreement be determined invalid, void or unenforceable. 'I he City Council for the City and Mr. de Balmann each declares it would have adopted this Agreement and each section, subsection, sentence, clause, phrase, part or portion thereof: irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, parts or portions be declared invalid or unconstitutional. b. IN l ERPRFTATION AND GOVERNING Law. This Agreement and any dispute arising hereunder shall be governed and interpreted pursuant to the laws of the State of California, and it shall be deemed to have been executed in Marin County, California. This Agreement shall be construed as a whole according to its fair language and common meanings to achieve the objectives and purposes of the parties and shall be interpreted as if mutually drafted by the parties, all parties having been represented by counsel in its negotiation and preparation. C. SECTION I IEADINGs. All section headings and subheadings are inserted for convenience only and steal I not affect construction of this Agreement. d. CONSiRUCfION. AS used herein, the singular of any word includes the plural and the masculine, feminine and neutral include the other genders as the context may require. e. WAlvElt. Failure of either Party to insist upon the strict performance of any term, covenant, condition, or provision of this Agreement by the other, or the failure of a Party to exercise its rights upon the default of the other, shall not Constitute waiver of such Party's right to demand strict compliance by the other Party with that particular term, covenant, condition, provision, or with any other part of this Agreement thereafter. 3 of 5 DocuSign Envelope ID: 92E535DD-AB46-47A7-AC5D-OA2255C4988A f. No 11 IIRD PARTY BENEFICIARIES; No ASSIGNMENT. This Agreement is made and entered into for the sole protection and benefit of the Parties and their successors and permitted assigns. No other person shall have any right of action based on this Agreement. Mr. de Bahnann shall not assign any interest in this Agreement other than by transfer of title to the Property without the prior written consent of City, which City may grant or deny in its unfettered discretion. Any attempt to transfer an interest in this Agreement without such consent shall be null and void and confer no right on any third party. g. MU I UAE COVENANTS. The covenants contained in this Agreement are mutual and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby cif the covenants to be performed by such benefited Party. h. SUCCESSORS IN INTtRFS F. The burdens of this Agreement shall be binding upon, and its benefits shall inure to all successors in interest to the Parties to this Agreement and successors to Mr. de Balmann in title to the Property. City may record the Agreement or a memorandum of it against the Property. J. FUR rHI_R ACTIONS AND INSTRUNIFNTS. Each of the Parties shall cooperate and provide reasonable assistance to the other as allowed by applicable law in the performance of this Agreement and the satisfaction of its conditions. On the request of either Party at any time, and as allowed by applicable law, the other Party shall promptly execute, with acknowledgement or affidavit, if reasonably required, and file or record such required instruments and writing and take any action as may be reasonably necessary to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions it contemplates. l:. AMEND IEN I'S IN WRrrING. phis Agreement may be amended, including to extend its term. only by written consent of both Parties. 1. WARRANT Y of AUTHORITY. The persons signing this Agreement below hereby warrant for the benefit of the Party for which they do not sign that they have actual authority to bind their principals to this Agreement. IN Wl 1 NESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first set forth above, by and between: CITY: CITY OF SAN RAFAEL, a municipal corporation duly organized and existing wider the laws of the State of California By: Attest: Nam : Jim Schutz A Name: Lindsay Lara Title: it) lanager Title: City Clerk 4 of' DocuSign Envelope ID: 92E535DD-AB4647A7-AC5D-OA2255C4988A APPROVED AS 10 I-ORVI: Robert I-. Fpstein, C it) ttorn NIR. DL BAL.IVIANN. OocuSigned by: �b"mV" EAfi8WEURC Rtlphael (ic Ballllatill 5 of 5 DocuSign Envelope ID92E535DD-AB46-47A7-AC5D-OA2255C4988A EXHIBIT "A" Legal Description For APN/Parcel ID(s): 012-121-28 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN RAFAEL, COUNTY OF MARIN, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: LOT 24, AS SHOWN UPON THAT CERTAIN MAP ENTITLED, "MAP OF OAKWOOD UNIT NO. 3", FILED FOR RECORD ON APRIL 11, 1984 IN VOLUME 19 OF MAPS, AT PAGE 12, MARIN COUNTY RECORDS. APN: 012-121-28 CLTA Preliminary Report Form - Modified (11.17 06) Printed 03.02.15 @ 09 41 PM by HC SCA0002402.doc / Updated 110514 3 CA--SPS-1-15-FMNA-5051500186 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Attorney Project Manager: Lisa Goldfien Extension: 3081 Contractor Name: Raphael De Balmann Contractor's Contact: Riley Hurd Contact's Email: rhurd@rflawllp.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT a. Email PINS Introductory Notice to Contractor DATE Check/Initial 1 Project Manager ❑ b. Email contract (in Word) and attachments to City Click here to Attorney c/o Laraine.Gittens@cityofsanrafael.org enter a date. c. Check with City Attorney re Insurance Requirements for extra small or large projects 2 City Attorney a. Review, revise, and comment on draft agreement 5/1/2019 ® LG and return to Project Manager 5/1/2019 ® LG b. Confirm insurance requirements, create Job on �`�1 PINS, send PINS insurance notice to contractor J 3 Department Director Approval of final agreement form to send to 5/17/2019 ® LG_ contractor 4 Project Manager Forward three (3) originals of final agreement to 5/17/2019 contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑ N/A agendized for City Council approval *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 5/6/2019 PRINT Project Manager Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY 6 Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed s1?J agreement 8 City Attorney Review and approve insurance in PINS, and bonds s! 21 �� Q (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized ry / official Attest signatures, retains original agreement and 10 City Clerk forwards copies to Project Manager