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CD Village at Loch Lomond; BMR MOU Buyout Partial PaymentMarina Village Associates, LLC 1999 Avenue of the Stars, Suite 2850 Los Angeles, CA 90067 (310) 824-7093 VIA E-MAIL August 14, 2020 Mr. Paul Jensen Community Development Director Ethan Guy Principal Analyst City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Re: Village at Loch Lomond, Below Market Rate (BMR) Memorandum Of Understanding Buyout Partial Payment Dear Paul and Ethan, As discussed with Mr. DiPrima from our organization, the payment language in the Memorandum of Understanding (MOU), Article I, Section 1. c. and Section 3 discuss the financial challenges due to the pandemic and COVID-19, which unfortunately MARINA VILLAGE ASSOCIATES, LLC (MVA) is currently still feeling those effects. The aforementioned language speaks to timing of the payment as being due 45 days after the lifting of the Stay at Home Order, but does not address a partial or a full lifting of the Executive Order. MVA also understand the importance of the City being able to start some of their proposed supplemental affordable housing projects and potentially obtaining matching funding for these projects, so as agreed, MVA is agreeing to the following clarification for Article 1, Section 3: 3. The Developer will make a 50% partial payment of $1,843,200.00 ("First Instalment") of the Buyout Amount to the City within forty-five (45) days following execution by all the Parties of the First Amendment and or by September 30, 2020 The remaining 50% balance and or Final Payment of $1,843,200.00 would be made no later than the end of first quarter of 2021 or by March 31, 2021, irrespective of any future, State of California Executive Orders from the pandemic. Along with this agreement, MVA has executed and is enclosing all three documents approved by City Council: • Final Amendment to BMR Agreement. • Final MOU Loch Lomond BMR Buyout (with modified Article I, Section 3 language). • Final Consolidated Subdivision Improvement Agreement. MVA understands and acknowledges that the Partial payment does not meet the full requirements of the BMR buyout agreement, and their ("First Instalment') partial payment will not be paid back by the City to MVA under any circumstance. 1 Re- Village at Loch Lomond, Below Market Rate (BMR) Memorandum Of Understanding Buyout Partial Payment Marina Village Associates, LLC 1999 Avenue of the Stars, Suite 2850 Los Angeles, CA 90067 (310) 824-7093 Additionally, MVA understand Recordation of the BMR agreement amendment will only occur once the full BMR 'Buyout Amount" of $3,686,400.00 is received by the City. These revised terms and clarifications for Article 1, Section 3 are acknowledged and accepted by both the City and MVA as executed below. IN WITNESS WHEREOF, the parties have executed this Village at Loch Lomond, Below Market Rate (BMR) Memorandum of Understanding Buyout Partial Payment Revised MOU as of the day, month and year first above written. CITY OF SAN RAFAEL MARINA LAGE SOCIATES, LLC A Delaw limited ability company By: By: JIM CHUTZ, Hager Michael Rosenfeld Title Manager ATTEST: I A/lj_� AK LINDSAY LARA, City Clerk APPROVED AS TO FORM: ROBERT F- EPSTEIN,(City Attorney 2 Rei Village at Loch Lomond, Below Market Rate (BMR) Memorandum Of Understanding Buyout Partial Payment RAFq�! 1 yo WITH %' 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: Community Development Project Manager: Ethan Guy Extension: x2392 Contractor Name: Woodridge Capital Partners, LLC 8/14/2020 Partial Repayment Letter Contractor's Contact: Thomas DiPrima Contact's Email: Thomas@woodridgecapital.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step T RESPONSIBLE DEPARTMENT 1 Project Manager DESCRIPTION a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org COMPLETED DATE N/A I 7/30/2020 REVIEWER Check/Initial EBG EBG 2 City Attorney a. Review, revise, and comment on draft agreement + 7/30/2020 ❑X LG and return to Project Manager 7/30/2020 © LG b. Confirm insurance requirements, create Job on (N/A) _ PINS, send PINS insurance notice to contractor 3 1 Project Manager 4 J Project Manager Forward three (3) originals of final agreement to contractor for their signature _ When necessary, * contractor -signed agreement agendized for Council approval *PSA > $75,000; or Purchase > $75,000; or Public Works Contract > $175,000 { ® N/A Or ❑x EBG Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 8/26/20 Attorney with printed copy of this routing form EBG 6 City Attorney Review and approve hard copy of signed agreement _ (� i5 f 2*/217lb 7 City Attorney + - _ 8 City Manager/ Mayor Review and approve insurance in PINS, and bonds/2� (for Public Works Contracts) — Agreement executed by Council authorized official Zig 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager hh GL