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ED Exclusive Negotiating Agreement; Mixed Use Residential-Retail DevelopmentAGREEMENT TO NEGOTIATE EXCLUSIVELY THIS AGREEMENT TO NEGOTIATE EXCLUSIVELY ("Agreement") dated for reference purposes as of 17-1-7 2019 ("Effective Date"), is entered into by and between the City of San Rafael, a municipal corporation ("City"), and Goldstone Management Inc., a California corporation ("Developer"). City and Developer are sometimes referred to individually herein as a "Party", and collectively as the "Parties". RECITALS: A. City owns that certain real property designated as APN: 011-263-22 ("City Parcel") located near the southeast corner of Third Street and Lootens Plaza in downtown San Rafael, as depicted on the "Site Map" attached hereto as Exhibit A. The City Parcel is improved with an existing 171 -space two-story public parking garage. B. Developer owns three parcels immediately adjacent to the City Parcel, designated as APNs 011-263-18 (1009 4th Street, San Rafael),011-263-04 (10014" Street, San Rafael) and 011-263-16 (924-926 3`a Street, San Rafael) (the "Developer Parcels" and, collectively with the City Parcel, the "Site") as depicted on the Site Map. The Developer Parcels are improved with three commercial structures and an approximately 30 -space, street level parking lot. C. Developer proposes to acquire an ownership interest in the City Parcel, and to effect a voluntary merger of the City Parcel with the Developer Parcels in order to clear the existing improvements and build upon the Site a mixed-use residential/retail development, including a market hall style food emporium and a fully automated parking garage ("Automated Multi -Use Garage") that would replace the 171 public parking spaces located in the existing parking structure on the City Parcel and provide additional private parking to serve the retail and residential components of the proposed Project (collectively, the "Project"). D. City and Developer desire to enter into this Agreement setting forth the terms under which City and Developer will diligently and in good faith endeavor to accomplish the following: (1) during a Preliminary Stage (defined below) of negotiations, for the Parties to (i) determine, each in its sole and absolute discretion, whether an automated parking garage of the type proposed by Developer appears to be feasible from a financial, design and operational perspective and to otherwise meet the City's and Developer's respective parking objectives, and (ii) attempt to agree upon a Term Sheet setting forth the key terms of a DDA (defined below) with respect to the Site and proposed Project; and (2) if, and only if, the Parties memorialize their successfully completion of the Preliminary Stage of the negotiations via a Preliminary Stage Feasibility Confirmation, for the Parties to proceed to a DDA Stage of negotiations during which the Parties would negotiate and draft a comprehensive Disposition and Development Agreement ("DDA") setting forth the terms under which City would transfer the City Parcel to Developer and Developer would develop the proposed Project, including the Automated Multi -Use Garage, on the Site and Developer and its successors and assigns, at its and their expense, would agree to operate the Automated Multi -Use Garage and provide ongoing public parking in perpetuity for T TF the benefit of City and the public in accordance with agreed upon pricing requirements to be set forth under the terms of the DDA. AGREEMENTS: CITY AND DEVELOPER HEREBY AGREE AS FOLLOWS: 1. NEGOTIATION PERIOD 1.1 Good Faith Negotiations. City and Developer, acknowledging that time is of the essence, agree for the Negotiation Period set forth in Section 1.2 below, to negotiate diligently and in good faith and endeavor to perform the tasks and due diligence necessary for successful completion of the Preliminary Stage, and if the Preliminary Stage conditions are satisfied, for the Parties to endeavor to complete the DDA Stage tasks which, if successfully concluded, would culminate in presentation of a comprehensive DDA to the City Council for its consideration and potential approval. City agrees, for the Negotiation Period, not to negotiate with, solicit offers or proposals regarding, or respond to inquiries from (other than to notify the inquiring party, person or entity that City is subject to an agreement to negotiate exclusively), any other person or entity regarding the conveyance of the City Parcel and/or the development of the Site or any portion thereof. A DDA resulting from the negotiations hereunder shall become effective only if and after such DDA has been considered and approved by the City Council at a duly noticed public meeting called for such purpose. If a DDA is executed by City and Developer, the DDA shall thereafter govern the rights and obligations of the Parties. 1.2 Negotiation Period Duration. (a) The negotiations shall be conducted in two stages, the combined duration of which shall not exceed twenty-one (21) months, plus extensions, if any, as provided in subsection (b) below ("Negotiation Period"). The "Preliminary Stage" of the Negotiation Period shall commence on the Effective Date and expire six (6) months thereafter, subject to potential extension as provided in subsection (b) below, or on the date the Parties execute a Preliminary Stage Feasibility Confirmation (defined below) whichever is earlier. During the Preliminary Stage, the Parties shall work together in good faith to assess whether the proposed Automated Multi -Use Garage is feasible from a technical, financial, and operational perspective, and to negotiate a proposed DDA Term Sheet (defined below). If, on or before expiration of the Preliminary Stage, either Party determines in its sole and absolute discretion that the proposed Automated Multi -Use Garage is impractical or infeasible or otherwise does not meet its needs and objectives, or that the key terms of a DDA Term Sheet as proposed by the other Party are unacceptable to such Party, then the Party making such determination may terminate this Agreement by written notice to the other Party. If, however, on or before expiration of the Preliminary Stage each Party determines in its sole and absolute discretion that the proposed Automated Multi -Use Garage appears to be feasible and is likely to meet such Party's needs and objectives and that the DDA Term Sheet is acceptable to such Party, then the Parties shall memorialize the achievement of such milestones in writing ("Preliminary Stage Feasibility Confirmation") and, in such event, the Parties shall proceed to the DDA Stage (defined below) of the Negotiation Period. If the Parties have not executed a Preliminary Stage Feasibility 2 Confirmation by the expiration of the Preliminary Stage (as it may be extended as provided for in subsection (b) below), then this Agreement shall terminate and neither Party shall have any further rights or obligations under this Agreement, except for those obligations which by their terms survive expiration or termination hereof. The "DDA Stage" of the Negotiation Period shall commence, if at all, on the effective date of the Preliminary Stage Feasibility Confirmation and expire fifteen (15) months thereafter, subject to potential extension as provided in subsection (b) below. Commencement of the DDA Stage shall also be contingent upon Developer delivering the DDA Stage Deposit to City as provided in Section 3.3 below. During the DDA Stage, the Parties will endeavor to negotiate and draft a comprehensive DDA and undertake the other DDA Stage tasks described in the Schedule of Performance. (b) Extensions. The Preliminary Stage and/or DDA Stage of the Negotiation Period may each be extended from time to time if the City Manager determines in his or her sole discretion that the Parties have made substantial progress toward meeting the performance milestones identified in this Agreement and in the Schedule of Performance to merit such extension. However, the cumulative total of all such extensions granted by the City Manager shall not exceed ninety (90) days. 2. NEGOTIATION PERIOD TASKS AND PERFORMANCE MILESTONES 2.1 Preliminary Stage Tasks. During the Preliminary Stage of the Negotiation Period, Developer, in addition to undertaking the other Preliminary Stage tasks set forth in the Schedule of Performance, will retain Abrams Associates, as its parking consultant, to prepare for City review and input a detailed plan describing all aspects of operation and joint use of the proposed Automated Multi -Use Garage ("Parking Plan"), including: (a) The proposed design of the Automated Multi -Use Garage, including the proposed automated parking solutions, (b) City's access, use and/or ownership or other rights with respect to the public space portions of the Automated Multi -Use Garage, (c) Plans for ensuring the ongoing operation and maintenance of the public parking portions of the Automated Multi -Use Garage, and of the Automated Multi -Use Garage as a whole, (d) Funding of long term operation and maintenance costs, (e) Method of establishing and adjusting public parking rates to ensure those rates will be consistent with public parking rates in other City owned garages and lots, (f) Designation of flex spaces, if any, which are publicly available during regular daytime and early evening business hours but revert to residential use at night. City will retain Watry Design, Inc. or such other parking consultant as City may select as its parking consultant, the costs of which shall be included in City Costs (defined below) and reimbursed by Developer, to peer review Developer's Parking Plan and advise City on changes or adjustments that may be required to meet City's needs. In addition to the Parking Plan related tasks and other Preliminary Stage tasks described in the Schedule of Performance, during the Preliminary Stage of the Negotiation Period, Developer and City will endeavor to negotiate and draft a mutually acceptable term sheet ("Term Sheet") setting forth the key terms for inclusion in the proposed DDA. The Term Sheet will address, among other things, the following: i) Transfer value of the City Parcel and the existing improvements thereon based on a fair market value appraisal methodology agreeable to the Parties; ii) Details of the proposed Project land use and operational characteristics, generally consisting of a European -style Market Hall facility with numerous and varied food vendors selling both prepared food and specialty groceries; iii) Details of the proposed Project structures, in plan and elevation, along with conceptual renderings; iv) A budget for the anticipated amount of City Costs (defined below) to be incurred during the DDA Stage, if the Parties proceed to such stage (collectively, "Anticipated DDA Stage Costs"), all of which shall be paid by Developer, and the amount and form of a security deposit ("DDA Stage Deposit") guaranteeing Developer's payment of same; v) Details of Developer's proposed use of Lauren's Place, the public civic plaza and right of way adjacent to the City parcel and Developer's Parcels, for outdoor seating as well as access and potential ingress and egress into the proposed Market Hall facility via grant of easement or license or encroachment permit as the parties may mutually determine; vi) Agreed-upon timelines for entitlements and documentation necessary for commencement of construction; vii) Conditions precedent for close of escrow, including identification of all land use approvals, building permits, and construction contracts with a general contractor that Developer will have to obtain; viii) Financing details, including any debt and equity financing that Developer may have to obtain, and appropriate evidence of debt and equity commitments that Developer will need to provide to City's financial consultant prior to City's consideration of a DDA for approval and prior to closing; ix) City remedies, including reverter rights, if Developer fails to timely commence or complete construction of the proposed Project by specified dates; 9 X) City remedies if Developer or its successors or assigns fails to continuously operate and maintain the public portions of the Automated Multi -Use Garage following initial construction thereof; xi) Prevailing wage requirements for all stages of construction; xii) Details of the parking agreement between City and Developer that would govern the Automated Multi -Use Garage; xiii) Outline of the City entitlement process to be administered and processed separately from the DDA, the costs of which will be borne exclusively by Developer; and xiv) Physical and environmental investigation and Site testing. 2.2 DDA Stage Tasks. If the Parties proceed to the DDA Stage of the Negotiation Period, then City and Developer, in addition to undertaking the other DDA Stage tasks as set forth in the Schedule of Performance, will endeavor to negotiate and draft a mutually acceptable DDA, including ancillary agreements, to be considered for approval by the City Council prior to expiration of the Negotiation Period. 3. DEVELOPER PAYMENT OF CITY COSTS. 3.1 General. Subject to the terms set forth below, Developer shall be responsible for paying all City Costs (defined below) incurred in connection with the implementation of this Agreement, including: (a) during the Preliminary Stage, the City Costs associated with evaluation of the feasibility of the Automated Multi -Use Garage and the negotiation and drafting of the DDA Term Sheet, and (b) during the DDA Stage, the City Costs associated with the negotiation and drafting of the proposed DDA and preparation of an appropriate California Environmental Quality Act ("CEQA") document addressing the environmental impacts of the proposed Project. As used in this Agreement, "City Costs" means and includes all of City's reasonable out-of-pocket costs and expenses paid to third -party consultants and attorneys, including City's outside legal counsel, Burke Williams & Sorensen LLP; City's financial consultant, Keyser Marston Associates, Inc., and City's parking consultant, Watry Design, Inc., and, if applicable, planning and CEQA consultants, in connection with evaluation of the proposed Automated Multi -Use Garage; negotiation and drafting of a DDA Term Sheet; drafting, negotiation and production of the DDA and ancillary agreements; preparation of an appropriate CEQA document; and other work product as required to implement the Project. 3.2 PreliminarStage Costs. Developer's obligation to reimburse City Costs incurred during the Preliminary Stage ("Preliminary Stage Costs") will be capped at Fifty Thousand Dollars ($50,000). Concurrently with Developer's execution of this Agreement, Developer shall deliver to City cash or other immediately available funds in the amount of Fifty Thousand Dollars ($50,000) ("Preliminary Stage Deposit") as security for Developer's obligation to pay Preliminary Stage Costs as provided herein. Developer's obligation to reimburse all such Preliminary Stage Costs shall survive the expiration or termination of this Agreement with respect to any and all Preliminary Stage Costs incurred on or before the date which is ten (10) days following the date of such expiration or termination, provided, however, that in no event will Developer's liability for Preliminary Stage Costs exceed the amount of the Preliminary Stage Deposit then held by City. 3.3 DDA Stage Costs. As provided for under Section 2. 1, subsection iv above, Developer and City shall endeavor to reach mutual agreement on a budget for the Anticipated DDA Stage Costs and the amount and form of a DDA Stage Deposit as Preliminary Stage milestones. Concurrently with the Parties execution of the Preliminary Stage Feasibility Confirmation, Developer shall deliver to City cash or other immediately available funds in the full amount of the DDA Stage Deposit as security for Developer's obligation to pay City Costs incurred during the DDA Stage as provided in this Section 3. If City determines that in order to carry out its DDA Stage obligations under this Agreement, the DDA Stage City Costs will exceed the Anticipated DDA Stage Costs, City shall give written notice to Developer, which written notice (each, an "Additional DDA Stage Cost Notice") shall include detailed projections, prepared in good faith to the best of the City's ability, of all future City Costs to be incurred during the remainder of the DDA Stage. Upon receipt of an Additional DDA Stage Cost Notice, Developer shall then have ten (10) days to approve or disapprove in writing City's request for approval of the increase in Anticipated DDA Stage Costs. If Developer approves an Additional DDA Stage Cost Notice, Developer's approval shall be accompanied by delivery of additional DDA Stage Deposit funds in the amount of the additional anticipated City Costs as approved by Developer. If Developer has disapproved or failed to provide written approval of such request to City within such ten (10) day period, this Agreement may be terminated by City upon five (5) days' written notice to Developer. If City terminates this Agreement as provided in this Section 3.3, City shall promptly return the unexpended and uncommitted portion of the DDA Stage Deposit (including any augmentations of same), if any, to Developer and, except for those obligations which by their terms survive termination hereof, neither Party shall have any further rights against or liability to the other Party under this Agreement. The approval of any proposed increase in Anticipated DDA Stage Costs shall be deemed an amendment of this Agreement. Developer's obligation to pay for all such DDA Stage City Costs shall survive the expiration or termination of this Agreement with respect to any and all City Costs incurred on or before the date which is ten (10) days following the date of expiration or termination as set forth herein, provided, however, that in no event will Developer's liability for DDA Stage City Costs exceed the amount of the DDA Stage Deposit, including any augmentations of same, then held by City. 3.4 Developer Acknowledgments. Developer acknowledges and agrees that if it fails to timely approve a requested augmentation of the Anticipated DDA Stage Costs budget or timely augment the DDA Stage Deposit as provided above, City shall have no obligation to continue incurring any City Costs or continue negotiating in connection with the proposed Project or DDA and City may terminate this Agreement upon written notice to Developer as provided in Section 3.3 above. Developer further covenants that if City ceases negotiation of the DDA or refuses to continue incurring City Costs as a result of Developer's failure to approve such requested augmentation of the Anticipated DDA Stage Costs budget or augment the DDA Stage Deposit as described above, Developer shall not directly or indirectly initiate any litigation against City or its officials, employees, agents, contractors or volunteers in connection with such City action. Gel 3.5 City Right to Draw on Deposits. Subject to the limitations set forth above, City may pay all City Costs from the Preliminary Stage Deposit or DDA Stage Deposit (including any augmentations of same) as applicable as such City Costs are incurred. The Preliminary Stage Deposit and DDA Stage Deposit shall be the sole and exclusive remedy of the City for any and all City Costs. City shall transmit to Developer monthly a copy of each invoice, bill or other evidence that City has incurred as City Costs, including itemized invoices and receipts for any reimbursable expenses. City's legal and advisory services invoices shall be redacted as necessary to preserve attorney-client privilege. 3.6 Close Out Period. In the event that either City or Developer terminates this Agreement, then (i) City shall cease incurring City Costs with respect to the proposed Project, other than Project close out expenses which City may continue to incur for up to ten (10) days following expiration or termination of this Agreement ("Close Out Period"); (ii) Developer shall remain obligated to pay all City Costs incurred prior to the effective date of expiration or termination and Project close out expenses incurred during such Close Out Period, solely to the extent of the Preliminary Stage Deposit or DDA Stage Deposit (including any augmentations of same) held by City on the date this Agreement is terminated; and (iii) Developer shall have no responsibility to pay or reimburse City for any City Costs incurred with respect to the proposed Project after the date of expiration or termination other than Project close out expenses incurred during the Close Out Period. 4. RIGHT OF ENTRY. 4.1 Access Agreement and City Reports. City shall provide Developer reasonable access to all portions of the City Parcel and improvements thereon for the purpose of obtaining data and making surveys and tests necessary to evaluate the development potential of the City Parcel and otherwise to conduct the land use due diligence relating to the Project as contemplated hereunder, including, without limitation, the right to make borings to investigate the soils and environmental condition of the City Parcel. Said right of access shall be memorialized via an access agreement in a form reasonably acceptable to City. Developer acknowledges and agrees that any engineering, environmental reports and related data (collectively, "City Reports"), if any, provided by City will be and are furnished without warranty of any kind and on the express condition that Developer will make its own independent verification of the accuracy, reliability and completeness of such information as Developer deems appropriate, and that Developer will not rely on the City Reports. Developer shall determine the appropriate scope of investigation of the physical and environmental conditions of the City Parcel and existing improvements thereon. All costs of said investigation, including a Phase 1 and Phase 2 environmental site assessment (if required), and geotechnical and soils investigations, if any, shall be paid and borne by Developer at its sole cost and expense and shall not be considered part of City Costs. 5. ADDITIONAL DEVELOPER RESPONSIBILITIES 5.1 Full Disclosure. Developer shall provide to City (a) the names of its principals, officers and/or those with managerial authority, joint venturers, negotiators, development managers, consultants and directly -involved managerial employees (collectively, "Developer 7 Parties"); and (b) all other material information concerning Developer reasonably requested by City. Any material change in the identity of the Developer Parties shall be subject to the approval of City, which shall not be unreasonably withheld. 5.2 Project Cost and Revenue Documentation. Upon request by City, Developer shall provide City or its designees with development and operating assumptions related to Project costs and revenues by category, including detailed information regarding extra -ordinary Project costs, if any, attributable to the Automated Multi -Use Garage or other individual Project components and full disclosure regarding the potential methods of financing to be used in the acquisition of the City Parcel and development of the proposed Project. Developer acknowledges that detailed information regarding such development and operating assumptions will be necessary in order for City and its financial consultants to evaluate the financial terms of the proposed DDA. 5.3 Progressports. Developer shall keep City advised as to the status of all work to be undertaken by or on behalf of Developer as described in the Schedule of Performance. Within ten (10) days following City's request, which may be made from time to time during the Negotiation Period, Developer shall submit to City a written progress report advising City on the status of all work being undertaken by or on behalf of Developer. 6. CITY'S RESPONSIBILITIES 6.1 City Assistance and Cooperation. City shall cooperate with Developer by providing full disclosure regarding any existing condition of the City Parcel or the improvements thereon. City shall share with Developer any studies and information received as part of City's own parking and traffic flow studies as they relate to the Site or the proposed Project. 7. GENERAL PROVISIONS 7.1 No Brokerage Fees. City shall not be liable for any real estate commission or brokerage fees which may arise from the proposed transfer of the City Parcel or any portion thereof or interest therein. Developer represents and warrants to City that it has not engaged any broker, agent or finder in connection with the acquisition or development of the City Parcel. Developer shall be solely responsible for payment of all costs and fees payable to Developer's Broker. Developer further agrees to indemnify, defend and hold City harmless from any claim by any other broker, agent or finder retained by, or alleged to have been retained by, Developer. Developer's indemnity obligations under this Section 7.1 shall survive expiration or termination of this Agreement. 7.2 Notices. Any approval, disapproval, demand or other notice which either Party may desire to give to the other Party under this Agreement must be in writing and may be given by any commercially acceptable means, including personal delivery, or overnight courier, to the Party to whom the notice is directed at the address of the Party as set forth below, or at any other address as that Party may later designate by notice. To City: City of San Rafael 1400 Fifth Avenue, Room 203 San Rafael, CA 94901 Attention: Jim Schutz, City Manager With a copy to: City of San Rafael 1400 Fifth Avenue, Room 202 San Rafael, CA 94901 Attention: Robert Epstein, City Attorney With a copy to: Burke, Williams & Sorensen, LLP 1901 Harrison St., Suite 900 Oakland, CA 94612 Attention: Gerald J. Ramiza To Developer: 82 Shattuck Square Berkeley, CA 94704 Attention: Paul Goldstone Any notice shall be deemed received on the date of delivery if delivered by personal service, three (3) business days after mailing if sent by first class mail, and on the date of delivery or refused delivery as shown by the records of the overnight courier if sent via overnight courier. 7.3 Limitations of this Agreement. By its execution of this Agreement, City is not committing itself to or agreeing to undertake: (i) disposition of the City Parcel to Developer; or (ii) any other acts or activities requiring the subsequent independent exercise of discretion by City or any agency or department thereof. This Agreement does not constitute a disposition of property by City. Execution of this Agreement by City is merely an agreement to enter into a period of exclusive negotiations according to the terms hereof, reserving final discretion and approval by City as to any DDA, including Automated Multi -Use Garage parking agreement, and all proceedings and decisions in connection therewith. In addition, nothing in this Agreement shall be construed to limit the application of CEQA to any DDA or the proposed Project or control the actions of City in meeting its CEQA obligations. In fulfilling its obligations under CEQA, City shall act independently, reserving full and complete discretion with respect to any such CEQA approvals without reference to this Agreement. City shall not be liable, in any respect, to Developer for its action or inaction in fulfilling its CEQA obligations. City will not consider the approval of any DDA or the proposed Project, unless and until it has fully reviewed and considered the environmental impacts in accordance with CEQA. City is not, and shall not be considered to be, obligated by this Agreement, or otherwise, to approve the proposed Project or any DDA, or any changes to the foregoing, or any other agreement. After CEQA review, City is not obligated, by this Agreement or otherwise, to adopt findings of 9 overriding considerations for approval of or to take any other action in support of the proposed Project or any DDA or any changes to the foregoing, nor is City precluded from rejecting the DDA and/or proposed Project or from imposing mitigation measures as a condition of approval, which measures mitigate or avoid direct or indirect environmental effects of the proposed Project. If City rejects the DDA or proposed Project, this Agreement shall automatically terminate and, except for those obligations which by their terms survive termination hereof, neither Party shall have any further rights or obligations hereunder. 7.4 Integration. This Agreement contains the entire understanding between the Parties relating to the matters set forth herein. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. 7.5 Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each Party. 7.6 Severability. If any term, provision, condition or covenant of this Agreement or its application to any Party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. 7.7 No Assignment. The qualifications and identity of Developer are of particular concern to City. It is because of those unique qualifications and identity that City has entered into this Agreement with Developer. Accordingly, except as otherwise expressly provided below, Developer may not transfer or assign any or all of its rights or obligations under this Agreement except with the prior written consent of the City, which consent shall be granted or withheld in the City's sole absolute discretion, and any such attempted transfer or assignment without the prior written consent of City shall be void. Notwithstanding the foregoing, the Parties acknowledge that Developer intends to form a new special purpose entity to develop the proposed Project and to enter into the proposed DDA. Developer may assign its rights and obligations under this Agreement to an affiliate company or a new special-purpose entity, provided Paul Goldstone retains full management and control of the assignee entity or entities. 7.8 Successors and Assigns. Subject to the limitations on assignment set forth in Section 7.7 above, this Agreement shall be binding upon, and inure to the benefit of, the Parties, their heirs, executors, personal representatives, nominees, successors and assigns. 7.9 Indemnity. Developer shall indemnify, defend (with counsel reasonably acceptable to City), protect and hold City, and its officers, employees, elected officials, agents and representatives, harmless from, all third -party claims, demands, damages, defense costs or liability of any kind or nature arising directly or indirectly from the implementation of this Agreement, including any City Parcel investigation and/or acquisition activities under Section 4 above, including damages to property or injuries to persons, accidental death, and reasonable 10 attorneys' fees and costs, whether such activities or performance thereof be by Developer or its employees, agents, contractors or subcontractors and whether such damage shall accrue or be discovered before or after expiration or termination of this Agreement. Developer's indemnity obligations under this Section 7.9 shall not extend to claims, demands, damages, defense costs or liability for property damage, bodily injury or death, to the extent (i) occasioned by the sole negligence or willful misconduct of City or its officers, employees, elected officials, agents or representatives; or (ii) related to the discovery or disturbance by Developer or its contractors, subcontractors or agents during due diligence of any pre-existing hazardous materials or hazardous substances on the City Parcel. Developer's obligations under this Section 7.9 shall survive the expiration or other termination of this Agreement. 7.10 Confidentiality. Any information provided by Developer to City, including financial statements, pro formas and other financial projections (whether in written, graphic, electronic or any other form), that is clearly marked as "CONFIDENTIAL/PROPRIETARY INFORMATION" ("Confidential Information") shall be subject to the provisions of this Section 7.10. Subject to the terms of this Section, City shall use good faith diligent efforts to prevent disclosure of the Confidential Information to any third parties, except as may be required by the California Public Records Act (Government Code Section 6253 et seq.) or other applicable local, state or federal law (collectively, "Public Disclosure Laws"). Notwithstanding the preceding sentence, City may disclose Confidential Information to its officials, employees, agents, attorneys and advisors, but only to the extent necessary to carry out the purpose for which the Confidential Information was disclosed. Developer acknowledges that City has not made any representations or warranties that any Confidential Information received from Developer will be exempt from disclosure under any Public Disclosure Laws. In the event the City's legal counsel determines that the release of the Confidential Information is required by Public Disclosure Laws, or order of a court of competent jurisdiction, City shall notify Developer of City's intention to release the Confidential Information. If the City Attorney, in his or her discretion, determines that only a portion of the requested Confidential Information is exempt from disclosure under the Public Disclosure Laws, City may redact, delete or otherwise segregate the Confidential Information that will not be released from the non-exempt portion to be released. Developer further acknowledges that in connection with City Council's consideration of any DDA as contemplated by this Agreement, City will need to present a summary of Developer's financial projections, including anticipated costs of development, anticipated project revenues, and returns on cost and investment. If any litigation is filed seeking to make public any Confidential Information, City and Developer shall cooperate in defending the litigation, and Developer shall pay City's reasonable out-of-pocket costs of defending such litigation and shall indemnify City against all costs and attorneys' fees awarded to the plaintiff in any such litigation. Alternatively, Developer may elect to disclose the Confidential Information rather than defend the litigation. Developer's obligations under this Section 7.10 shall survive the expiration or termination of this Agreement. The restrictions set forth herein shall not apply to Confidential Information to the extent such Confidential Information: (a) is now, or hereafter becomes, through no act or failure to act on the part of City or its representatives, generally known or available; (b) is known by the City 11 at the time of receiving such information as evidenced by City's public records; (c) is hereafter furnished to City by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by City without any breach of this Agreement and without any use of or access to Developer's Confidential Information as evidenced by City's records; (e) is not clearly marked "CONFIDENTIAUPROPRIETARY INFORMATION" as provided above (except where Developer notifies City in writing, prior to any disclosure of the Confidential Information, that omission of the "CONFIDENTIAL/PROPRIETARY INFORMATION" mark was inadvertent), or (f) is the subject of a written permission to disclose provided by Developer to City. 7.11 Waiver of Lis Pendens. It is expressly understood and agreed by the Parties that no lis pendens shall be filed against any portion of the Site, including the City Parcel, or proposed Project with respect to this Agreement or any dispute or act arising from it. The provisions of this Section shall survive the expiration or other termination of this Agreement. 7.12 Counterparts. This Agreement may be signed in multiple counterparts which, when signed by both parties, shall constitute a binding agreement. 7.13 Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Agreement shall be interpreted as though prepared jointly by both Parties. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or any of its terms. 7.14 Authority. If Developer is a corporation, limited liability company, partnership, trust, association or other entity, Developer and each person executing this Agreement on behalf of Developer does hereby covenant and warrant that (a) Developer is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Developer has and is duly qualified to do business in California, (c) Developer has full corporate, partnership, trust, association or other power and authority to enter into this Agreement and to perform all of Developer's obligations hereunder, and (d) each person (and all of the persons if more than one signs) signing this Agreement on behalf of Developer is duly and validly authorized to do so. City and each person executing this Agreement on behalf of City does hereby covenant and warrant that (i) City is a municipal corporation duly established and validly existing under the laws of the State of California, (ii) City has full power and authority to enter into this Agreement and to perform all of City's obligations hereunder, and (iii) each person (and all of the persons if more than one signs) signing this Agreement on behalf of City is duly and validly authorized to do so. 7.15 Limitation of Remedies. In the event of an uncured default by either Party under this Agreement, the non -defaulting Party's exclusive remedy is to terminate this Agreement. In no event shall either Party have the right, and each Party expressly waives the right, to seek monetary damages of any kind (including but not limited to actual damages, economic damages, consequential damages, or lost profits) in the event of a default by the other Party under this Agreement. 12 7.16 Governing Law. This Agreement, and the interpretation and enforcement thereof, shall be governed by the laws of the State of California without regard to conflicts of law principles. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dates set opposite their signatures. The effective date of this Agreement shall be the date this Agreement is signed by City. DATED: LC -7 , 2019 ATTEST: �0(. AIV -A✓ Lindsay Lara, City Clerk APPROVED AS TO FORM: By :L- I"Q�F Robert Epstein, City ttorne DATED: , 2019 13 CITY: CITY OF SAN RAFAEL, a California municipal corporation By: J' Sc utz, Ci . M ager DEVELOPER: GOLDSTONE MANAGEMENT INC., a By: Name: Title: EXHIBIT A DIAGRAM AND LEGAL DESCRIPTIONS OF THE CITY PARCEL AND DEVELOPER PARCELS Diagram of all three contiguous Developer properties. 10014 1h Street 10094 1h Street 924-926 3`a Street IL w tp W E! Ali �. r V a N 0 0 QD 0 o � off, fs, 4^ �O '�-*- a— V-4# is W h 6 1004? .,Tv- Street � � I US �t teeth h Cft Sa �f. Sr!'• + 'P1+� Legal Description of all three contigeous properties. 10014" Street, San Rafael, CA 94901 Legal Description The land referred to in this Commitment is described as follows: Real property in the City of San Rafael, County of Marin, State of California, described as follows: PARCEL ONE: EXHIBIT A OAK #48384809-9222 v7 ALL THAT PORTION OF LOT ONE (1), BLOCK THIRTY (30) IN THE ORIGINAL TOWNSITE OF SAN RAFAEL, COUNTY OF MARIN, STATE OF CALIFORNIA, BOUNDED AND DESCRIBED AS FOLLOWS, TO -WIT: COMMENCING AT A POINT ON THE SOUTHERLY LINE OF FOURTH STREET, DISTANT THEREON 301.3 FEET EASTERLY FROM THE CORNER FORMED BY THE INTERSECTION OF THE SOUTH LINE OF FOURTH STREET WITH THE EASTERLY LINE OF "A" STREET RUNNING THENCE WESTERLY ALONG THE SOUTHERLY LINE OF FOURTH STREET 77-'/2 FEET MORE OR LESS TO THE EASTERLY LINE OF LOT CONVEYED BY JACOB ALBERT, ET UX, TO HOWARD C. SPARROW, ET AL, BY DEED DATED JANUARY 11, 1928, RECORDED IN BOOK 138 OF OFFICIAL RECORDS, AT PAGE 217; THENCE SOUTHERLY ALONG SAID EASTERLY LINE OF SAID LOT, 150 FEET AND 5 INCHES; THENCE EASTERLY IN A STRAIGHT LINE 77-'/2 FEET MORE OR LESS TO A POINT ON WESTERLY LINE EXTENDED OF THE TRACT CONVEYED BY OLIVER OLSON, ET UX, TO DORA T. BURNETT, BY DEED DATED NOVEMBER 3, 1922, RECORDED IN BOOK 8 OFFICIAL RECORDS AT PAGE 33, DISTANT ON SAID LINE 151 FEET SOUTHERLY FROM POINT OF COMMENCEMENT; THENCE NORTHERLY ALONG SAID LINE 151 FEET TO A POINT OF COMMENCEMENT. PARCEL TWO: BEGINNING AT A POINT ON THE NORTHERLY LINE OF THIRD STREET DISTANT THEREON 224.6 FEET EASTERLY FROM THE INTERSECTION OF THE EASTERLY LINE OF "A" STREET WITH Form No. 1068-2 Commitment No.: 2103-5032124 ALTA Commitment Page Number: 4 First American Title THE NORTHERLY LINE OF THIRD STREET; THENCE NORTH 9° 5 FEAST 147.02 FEET; THENCE SOUTH 79° 55' EAST 38.86 FEET ALONG THE SOUTHERLY LINE OF PARCEL 1 ABOVE DESCRIBED; THENCE SOUTH 90 41' WEST 65.86 FEET; THENCE SOUTH 80° 09' EAST 5 FEET; THENCE SOUTH 90 41' WEST 81 FEET TO THE NORTH LINE OF THIRD STREET; THENCE WEST AND ALONG THE NORTH LINE OF THIRD STREET 44.3 FEET TO THE POINT OF BEGINNING; BEING A PORTION OF LOT 2 IN BLOCK 30 AS LAID DOWN AND DELINEATED UPON THAT CERTAIN MAP ENTITLED, "PLAT OF THE TOWNSITE OF THE CITY OF SAN RAFAEL", FILED OCTOBER 14, 1873 IN RACK 2, PULL 4, MARIN COUNTY RECORDS. PARCEL THREE: COMMENCING AT A POINT IN THE NORTHERLY LINE OF THIRD STREET DISTANT 161.6 FEET EASTERLY FROM THE CORNER FORMED BY THE INTERSECTION OF THE NORTHERLY LINE OF THIRD STREET WITH THE EASTERLY LINE OF "A" STREET; RUNNING THENCE NORTHERLY AND PARALLEL TO THE EASTERLY LINE OF "A" STREET 136.8 FEET, THENCE EASTERLY AT A RIGHT ANGLE A DISTANCE OF 22 FEET, THENCE NORTHERLY AT A RIGHT ANGLE RUNNING PARALLEL TO THE EASTERLY LINE OF "A" STREET A DISTANCE OF 9.5 FEET, THENCE EASTERLY AT A RIGHT ANGLE RUNNING PARALLEL TO THE NORTHERLY LINE OF THIRD STREET, A DISTANCE OF 33 FEET, THENCE SOUTHERLY AT A RIGHT ANGLE RUNNING PARALLEL TO THE EASTERLY LINE OF "A" STREET A DISTANCE OF 146.3 FEET, THENCE WESTERLY AT A RIGHT ANGLE ALONG THE NORTHERLY EXHIBIT A OAK #4838-4809-9222 v7 LINE OF THIRD STREET A DISTANCE OF 55 FEET TO THE POINT OF COMMENCEMENT. PARCEL FOUR: COMMENCING AT A POINT ON THE NORTHERLY LINE OF THIRD STREET DISTANT 224.6 FEET EASTERLY FROM THE CORNER FORMED BY THE INTERSECTION OF THE NORTHERLY LINE OF THIRD STREET WITH THE EASTERLY LINE OF "A" STREET (SAID POINT ALSO BEING THE SOUTHWESTERLY CORNER OF LOT 2, BLOCK 30, AS SHOWN ON THAT CERTAIN MAP ENTITLED, "PLAT OF THE TOWNSITE OF THE TOWN OF SAN RAFAEL", FILED OCTOBER 14, 1873 IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF MARIN), AND RUNNING THENCE WESTERLY ALONG THE NORTHERLY LINE OF THIRD STREET A DISTANCE OF 8 FEET TO THE SOUTHEASTERLY CORNER OF THE PARCEL CONVEYED BY WALTER R. CASTRO, ET UX, TO ALA SARA WINTER, BY DEED RECORDED SEPTEMBER 16, 1944 IN BOOK 469 OF OFFICIAL RECORDS, AT PAGE 52, ALSO BEING THE SOUTHEASTERLY CORNER OF PARCEL 3 ABOVE, THENCE NORTHERLY AT A RIGHT ANGLE RUNNING PARALLEL TO THE EASTERLY LINE OF "A" STREET A DISTANCE OF 146.3 FEET ALONG THE EASTERLY LINE OF SAID PARCEL, THENCE EASTERLY AT A RIGHT ANGLE RUNNING PARALLEL WITH THE NORTHERLY LINE OF THIRD STREET, A DISTANCE OF 8 FEET TO THE WESTERLY LINE OF SAID LOT 2 IN BLOCK 30, ALSO BEING THE SOUTHWESTERLY CORNER OF PARCEL 1 ABOVE, THENCE SOUTHERLY AT A RIGHT ANGLE RUNNING PARALLEL TO THE EASTERLY LINE OF "A" STREET A DISTANCE OF 146.3 FEET TO THE POINT OF COMMENCEMENT. PARCEL FIVE: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS PURPOSES AS PROVIDED FOR IN THAT DEED EXECUTED BY ALA SARA WESS TO MATTHEW E. HAZELTINE, ET UX, RECORDED APRIL 9, 1954 IN BOOK 860 OF OFFICIAL RECORDS, AT PAGE 70, MARIN COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTHERLY LINE OF THIRD STREET DISTANT THEREON 75 FEET WESTERLY FROM THE SOUTHWESTERLY CORNER OF LOT 2, IN BLOCK 30, AS SHOWN UPON THAT CERTAIN MAP ENTITLED, "PLAT OF THE TOWNSITE OF THE CITY OF SAN RAFAEL", FILED FOR RECORD OCTOBER 14, 1873 IN RACK 2 OF MAPS AT PULL 4, MARIN COUNTY Form No. 1068-2 Commitment No.: 2103-5032124 ALTA Commitment Page Number: 5 First American Title RECORDS, SAID POINT ALSO BEING THE SOUTHWESTERLY CORNER OF THAT CERTAIN PARCEL CONVEYED TO ALA SARA WINTER BY THE DEED RECORDED SEPTEMBER 16, 1944 IN BOOK 469 OF OFFICIAL RECORDS, AT PAGE 52, MARIN COUNTY RECORDS; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID WINTER PARCEL 136.8 FEET; THENCE EASTERLY AT A RIGHT ANGLE 12 FEET TO A POINT ON THE EASTERLY LINE OF THAT CERTAIN PARCEL CONVEYED TO HAZELTINE BY THE DEED RECORDED APRIL 9, 1954 IN BOOK 860 OF OFFICIAL RECORDS, AT PAGE 70, MARIN COUNTY RECORDS; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID HAZELTINE PARCEL 136.8 FEET TO A POINT ON THE NORTHERLY LINE OF EXHIBIT A OAK #4838-4809-9222 v7 THIRD STREET, THENCE WESTERLY ALONG SAID NORTHERLY LINE 12 FEET TO THE POINT OF BEGINNING. APN: 011-263-04 (Affects: Parcel One) and 011-263-19 (Affects: Parcels Two, Three and Four) 1009 4" Street, San Rafael, CA 94901 Legal Description 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: Beginning at a point in the Northerly line of Third Street at the intersection thereof with the Easterly line of that certain parcel of land described in Deed from Michael Butler, a widower, to Martha Jane Prior, recorded November 23, 1923 in Liber 30 of Official Records at Page 407; running thence Northerly along said Easterly line, 81 feet to the Northeasterly corner thereof; running thence Westerly along the Northerly line of said parcel of land so described in Deed to Prior, 3 feet to a point in the Easterly line of that certain parcel of land described in Deed from M. Butler, a widower, to Martha Jane Prior, recorded January 23, 1922 in Liber 235 of Deeds at Page 390; running thence Northerly along the Easterly line of said parcel of land described in Deed to Prior, secondly above referred to, 65.86 feet to a point in the Northerly line of Lot 2 in Block 30, as shown on the Map hereinafter referred to; running thence Easterly along said Northerly line of Lot 2 in Block 30, 39.44 feet to the Northeasterly corner thereof; running thence Southerly along the Easterly line of said Lot 2 in Block 30, 149 feet to a point in the Northerly line of Third Street; running thence Westerly along said Northerly line of Third Street, 34.3 feet to the point of beginning. Being a portion of Lot 2 in Block 30, as shown upon that certain Map entitled, "Plot of the Townsite of the Town of San Rafael", filed in the Office of the County Recorder of the County of Marin, State of California, October 14, 1873 in Book 1 of Maps, Pull 4. APN: 011-263-18 and APN: 011-263-19 924-926 3" Street, San Rafael, CA 94901 Legal Description 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: Beginning at a point in the Northerly line of Third Street at the intersection thereof with the Easterly line of that certain parcel of land described in Deed from Michael Butler, a widower, to Martha Jane Prior, recorded November 23, 1923 in Liber 30 of Official Records at Page 407; running thence Northerly along said Easterly line, 81 feet to the Northeasterly corner thereof, running thence Westerly along the Northerly line of said parcel of land so described in Deed to Prior, 3 feet to a point in the Easterly line of that certain parcel of land described in Deed from M. Butler, a widower, to Martha Jane Prior, recorded January 23, 1922 in Liber 235 of Deeds at Page 390; running thence Northerly along the Easterly line of said parcel of land described in Deed to Prior, secondly above referred to, 65.86 feet to a point in the Northerly line of Lot 2 in Block 30, as shown on the Map hereinafter referred to; running thence Easterly along said Northerly line of Lot 2 in Block 30, 39.44 feet to the Northeasterly corner thereof, running thence Southerly along the Easterly line of said Lot 2 in Block 30, 149 feet to a point in the EXHIBIT A OAK #48384809-9222 v7 Northerly line of Third Street; running thence Westerly along said Northerly line of Third Street, 34.3 feet to the point of beginning. Being a portion of Lot 2 in Block 30, as shown upon that certain Map entitled, "Plot of the Townsite of the Town of San Rafael", filed in the Office of the County Recorder of the County of Marin, State of California, October 14, 1873 in Book 1 of Maps, Pull 4. APN: 011-263-16 EXHIBIT A OAK #4838-4809-9222 v7 -P RCI`',L 1-A (Lini-;I*i ) 13LGTNI-1TiT(s at a point on the Nootherly line of Ttlird atroat, pian iijj("1( 1, Ualiforola, ( i otant thereon esteply 5,2.37 tie _t from its intersection with the westerly line of Lootens Pl- ce in Llocl( 30, can Rargnj Tol•m- n.ite MEp , mnde by H. Alis tin, and recorded Octobcr 1)1 1873 on Rach 1, Pull 4, T°i`r in County Records, running thence along said Third Stre,:t line t,esterly 231.'3 feet, thence at right ankles northerly 150 feet, more or less, to the southerly line of an alley, th(:nce at right an,,les easterly and alonf° the smither•ly line of said alley 190.0 feet, thence at right angles sortthorly 10.0 f:'( -t, vience aisterly ilon; ;;n'.d alley line 65.0 feet to corner of lot c4inveyed b;• Domild Stttliorland to Effie C. 13uptchaell, by deed dated March ll, 1851 and i°ecor°cied in Libre "V" of L­eds at page 35h, Marin Count;` Records, thence so,tthcrly alone; the westerly line of said l3ttrtchaell lot )_}O.0 feet to the smith - west corner of the said. Hartel cell lot; thence easterly along -the so>>therly line of the said ':�irtchaell lot 57.63 feet; thence so'7'thevly parallel to the westerly 'line of Loott�ns Place 103.14 foot to the point of beginning. PARCEL 1-A (LeCknn) THAT portion of Lot No. 6, in Block. No. 30 of Mlle 'V"msite or Sari tafael, in tho City of. San dafael, County of I'lar' n, State of Califor- nia, as per plat of the `lounsite filed for record October 1�i, 1373 in the office of the County Hecorder of the County of Marin, State of California, described as follows to -wit: BEGINNING at a point on the Westerly line of Lootens Placo distant 157 feet soiitherly from the point of intersection of said 1-losterly line of Lootens Place wl.th the so�ltherly .line of i'lolirth Street,before widening;, said point of boginning being the point of it tersection of said westerly line of Lootens Place with the Solt they, y line of an alley 20 feet in Adth; thence Westerly along* said Soi.ithe.rly line of said alley 110 feet; thenco southerly tit right angles 1{.0 f !t, thence Easterl y parallel with said alley 112 feet to said westerly line of Lootens Place, thence Northerly along said last mentioned lino 40 feet to the point of beginning,. PARCEL 1-A (Christensen) 1 BEGINNING at a Point in the westerly line of Lootens Place distant 110.0 feet soiithorly along said line from the solithcrly line of a 20.0 foot lane leading from Lootens ice iostarly into Block 30, as said streets and block are shown on Mtrtn of San Iiarael Tolmsite, said point of begin- ning being also the southeast corm.:r of that certain parcel of land conveyed by Donald Sutherland to Lffie C. Burtchaell in Deed dated March 11, 1F81 and recorded in Libre "V" of Deeds at na e 3511, flarin County Records, and rtintlinl; thence south:irly along the westerly line of Lootens Place 103.114 feet tothe inter.section of said last mentioned line with the northerly line of Third Street, as sihown on the herein mentioned map, thence westerly along said line of Third Street, 52.17 feet, thence northerly and parallel to the westerly line of Lootens Place 101.11i feet, more or less, to the Soii.therl;j line of the property herein mentioned as being r'escribed in Libre "V" of Deeds at PT o X51;, ilarin Coax i t? Rt- cords, thence easterly alontj the southerly line of said parcel so described 52.37 feet to the point of beginninF,. BEING a portion of that ceris. in prope -ty in Block 30, r1eser` bed in Deed dateH September 1P, 1926 from C. A. Chanuette and Ernestine M. Chaglietto, his wife, to Anton Christensen., ,,-corded in the office of the County Recorder of the County of Mgrin, State of California, on . eptember ?5, 1926 in Volume 105, Official Aecords at nage 129. PARI 'EL 1-A (Alley) BEG7d1` ING at the point of intersection of the ,,resterly line of Lootens Place with the southerly boundary line of the lands described in Deed from Donald Sutherland to. Marie E. Sweetser recorded in Liber P5 of Deeds at pare 217; running thence westerly along the northerly line of an Alleyway referred to in said Deed and its continuation westerly to the westerly line of Lot 6, mock 3n, as shown upon Plat of the Townsite of San Rafael; running thence so>>thF,rly al on'* the last named line to a point in the northerly line of the lands described in Deed to W. A. Powning recorded in Liiier 98 of Deeds at page 19h, running thence easterly along the northerly line of said lands conveyed to Powning, a distance of 100 feet; to its northeasterly corner; running* thence southerly along; the easterly line of said lands conveyed to Powning 10 feet, more or less, to the northwesterly corner of the lands described in Deed to Anton Christensen recorded in Liber 105 of Official Records at Da! -e 129; running thence easterljr along the northerly line of said lands conve e d to Christensen, 65 feet, mor mor less, to the northwesterly corner of t e lands described in Deed to Geor,Ere LeCam, et al, recorded in Liber 10 of Official Records at pa -e 69, running; thence easterly along; the northerly line of said lands conveyed to LeCam, et al, a distance of 110.00 feet to the westerly line of Lootens Place, running; thence northerly along the westerly line of Lootens Place, a distance of 20 feet, more or less, to the point of beginni nry. `11 S rrrrli. .:R f 0 T H s' r b 4iC N i 1 x - `11 S rrrrli. .:R f 0 T H s' r y m m 4 i --j J a �- Ia I; i - W m, 4iC rte � W u � •� � D � h 1 • � M z CL m. cr � JIR I o y m m 4 i --j J a �- Ia I; i - W m, --- R WW � Ell a ON of u Q �N -fid SN31001 t � al,Yfl _O 1 1 r 1 1: E'fi/ I M ON O 0 cn O Ix T -------------- 1 n Q! 1 n N I �® 9 a. N . Q 1 valj— sa.mw Im ,LL 1 b I N d vc •ez/ .sx► .Ds V b Masts'° C0 Q Z O U W co ul O z + •DO/ O• V .f1 I` .L! ^�'fil • iL n I I� OS I R�Rlll .D1 I` Li i ' ~ �y LM �J � ,L 0 0 % co vzcg s a a y R A' 3 TmNVNiama aNIO➢NB NO NOIMNagnS 710M HUM AldnW.UM AW1 MOWd SMOS93SSV NMONS V1V03N1 :10 AOVtl007V 3NL LOA 03M55V bl A.Lnievi ON A1N053SOdMOdIMNSSRSWMO.4mtlVd3tld SVMdVR61NG S : 1 I v •P 1 12 I� M ON O 0 cn O Ix T -------------- 1 n Q! 1 n N I �® 9 a. N . Q 1 valj— sa.mw Im ,LL 1 b I N d vc •ez/ .sx► .Ds V b Masts'° C0 Q Z O U W co ul O z + •DO/ O• V .f1 I` .L! ^�'fil • iL n I I� OS I R�Rlll .D1 I` Li i ' ~ �y LM �J � ,L 0 0 % co vzcg s a a y R A' 3 TmNVNiama aNIO➢NB NO NOIMNagnS 710M HUM AldnW.UM AW1 MOWd SMOS93SSV NMONS V1V03N1 :10 AOVtl007V 3NL LOA 03M55V bl A.Lnievi ON A1N053SOdMOdIMNSSRSWMO.4mtlVd3tld SVMdVR61NG EXHIBIT B SCHEDULE OF PERFORMANCE EXHIBIT B OAK #48384809-9222 0 Preliminary Stage 6 months 1. Concurrent with Developer deposits Preliminary Stage Deposit with City execution of Agreement 2. Promptly Developer retains its parking consultant following Effective Date 3. Within 120 days Developer submits Parking Plan to City for review of the Effective Date 4 Prior to expiration City and Developer discuss differences in Parking Plan analysis and of Preliminary endeavor to reach consensus Stage 5. Promptly Developer and City commence negotiation and drafting of Term following Sheet Effective Date 6 Prior to expiration Developer and City reach agreement on principal business terms of of Preliminary a proposed DDA as evidenced by a non-binding Term Sheet. Stage 7. Prior to expiration Developer and City memorialize successful completion of all of Preliminary Preliminary Stage tasks by executing a Preliminary Stage Feasibility Stage Confirmation or Agreement terminates as provided in Section 1.2. DDA Stage (1 S months) *DDA Stage applicable only if Developer and City have memorialized successful completion of all Preliminary Stage tasks. EXHIBIT B OAK #48384809-9222 0 8. Upon execution Developer deposits DDA Stage Deposit with City of Preliminary Stage Feasibility Confirmation 9. Within 30 days Developer and City prepare a CEQA project description following commencement of DDA Stage 10. Prior to expiration City's CEQA consultant prepares the CEQA document of DDA Stage 11. Prior to expiration Developer and City negotiate and draft a proposed DDA of DDA Stage and, in any event, prior to City Council's consideration of a DDA EXHIBIT B OAK #4838-4809-9222 v7 RAFq�` 1 2 yo 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: Economic Development Project Manager: Danielle O'Leary Extension: 3460 Contractor Name: Goldstone ENRA Agreement Contractor's Contact: Paul Goldstone Contact's Email: paul@goldstonemgmt.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor N/A ❑ b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑x 2 City Attorney a. Review, revise, and comment on draft agreement Routed to J. and return to Project Manager Ramiza ❑ b. Confirm insurance requirements, create Job on Click here to Department Director PINS, send PINS insurance notice to contractor enter a date. Click or tap ❑ 3 Approval of final agreement form to send to ❑ contractor to enter a date. 4 Project Manager Forward three (3) originals of final agreement to Click here to ❑ contractor for their signature enter a date. 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 11/18/2019 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 12/03/2019 Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed 09/25/2019 (J Ramiza) agreement 8 City Attorney Review and approve insurance in PINS , and bonds n� 14111 (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized official , --,- 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager