HomeMy WebLinkAboutCC Resolution 13662 (Corporate Center Development)RESOLUTION NO. 13662
A RESOLUTION OF THE SAN RAFAEL CITY COUNCIL APPROVING
THE EXECUTION AND IMPLEMENTATION OF A "CONSENT
AND AGREEMENT" RELATING TO THE DEVELOPMENT
AGREEMENT WITH SR CORPORATE CENTER PHASE ONE, LLC
AND SR CORPORATE CENTER PHASE TWO, LLC,
FOR THE SAN RAFAEL CORPORATE CENTER DEVELOPMENT
WHEREAS, on February 17, 1998 the San Rafael City Council approved a Development
Agreement with Fair, Isaac and Company, Inc. ("Fair, Isaac") for the development of a phased
office park on property located at Second and Lindaro Streets, now known and hereafter referred
to as the San Rafael Corporate Center; and
WHEREAS, on May 18, 1998, in connection with the City Council's approval of the
Development Agreement, the San Rafael Redevelopment Agency (the "Redevelopment
Agency") entered into an Owner Participation, Disposition and Development Agreement ("the
OPDDA") providing for the sale to and development by Fair, Isaac of certain Redevelopment
Agency real property as part of the San Rafael Corporate Center; and
WHEREAS, in connection with the approval of the OPDDA, the City Council and the
Redevelopment Agency previously made the findings required by section 33433 of the
Community Redevelopment Law regarding the disposition of the property by the Agency
pursuant to the OPDDA (the "OPDDA Findings"), which findings are incorporated herein by
reference; and
WHEREAS, in 2007, with the consent of the City of San Rafael, as reflected in City
Council Resolution No. 12297, and the Redevelopment Agency, as reflected in Redevelopment
Agency Board Resolution No. 2007-20, the San Rafael Corporate Center project, including title
to the properties subject to the Development Agreement and the OPDDA, and all the rights,
entitlements, and obligations of Fair, Isaac under the Development Agreement and the OPDDA
and all amendments to those agreements, subsequently were assigned and transferred to the
current property owner, SR Corporate Center Phase One, LLC and SR Corporate Center Phase
Two, LLC (hereafter collectively referred to as "SR Corporate"); and
WHEREAS, Phase I of the San Rafael Corporate Center is complete, Phase II is partially
complete, and SR Corporate Center is presently in full compliance with the terms of the
Development Agreement and the OPDDA and all amendments to those agreements: and
WHEREAS, SR Corporate Center now wishes to sell the San Rafael Corporate Center
and to assign all its rights, entitlements, and obligations under the Development Agreement and
the OPDDA to BioMarin Phannaceutical Inc. ("BioMarin-); and
WHEREAS, City staff has presented to the City Council, in connection with this
Resolution. a proposed form of *'Consent and Agreement" to approve and implement the
proposed sale of the property and assignment of rights, entitlements, and obligations under the
Development Agreement, by SR Corporate to BioMarin, which Consent and Agreement is on
file with the City Clerk;
NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the
Consent and Agreement and authorizes the City Manager to execute the Consent and Agreement
on behalf of the City of San Rafael substantially in the form on file with the City Clerk, with
such changes as are approved by the City Manager and City Attorney, such approval to be
conclusively evidenced by the execution of the Consent and Agreement.
I, ESTHER C. BEIRNE, City Clerk of the City of San Rafael, hereby certify that the
foregoing was duly and regularly introduced and adopted at a regular meeting of the City
Council of the City of San Rafael held on the 16t" day of December, 2013 by the following vote:
AYES: COUNCILMEMBERS: Bushey Lang, Colin, McCullough & Vice -Mayor Connolly
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
ESTHER C. BEIRNE, City Clerk
2
CONSENT AND AGREEMENT
This Consent and Agreement (this "Consent and Agreement") is entered into as of
December 20, 2013 by and among the City of San Rafael (the "City"), a charter city, the San
Rafael Successor Agency (as legal successor to the San Rafael Redevelopment Agency) (the
"Agency"), a public body corporate and politic, California Corporate Center Acquisition, LLC, a
Delaware limited liability company ("CCCA") and SR Corporate Center Phase One, LLC, a
Delaware limited liability company ("Phase One LLC"), and SR Corporate Center Phase Two,
LLC, a Delaware limited liability company ("Phase Two LLC" and together with Phase One,
LLC, "SR Corporate"), with reference to the following:
A. On May 18, 1998, the Agency and SR Corporate's predecessor entered into an
Owner Participation Disposition and Development Agreement, which agreement was amended by
the First Amendment to Owner Participation, Disposition and Development Agreement dated
September 7, 1999, a Consent and Agreement dated as of August 7, 2000 (the "2000 Consent"), a
Consent and Agreement dated as of May 16, 2005 (the "2005 Consent"), and a Consent and
Agreement dated as of July 2, 2007 (the "2007 Consent"). The Owner Participation, Disposition
and Development Agreement and amendments thereto are referred to herein as the "OPDDA".
The OPDDA provides for the development of the Property (as defined in the OPDDA) in
accordance with the provisions of the OPDDA.
B. The City and SR Corporate's predecessors entered into a Development
Agreement dated February 17, 1998 pursuant to the authority of Government Code Sections
65864 et sem. which agreement was amended by the Amendment to Development Agreement
dated September 22, 2000 (the "2000 Amendment") and the Second Amendment to Development
Agreement, dated January 19, 2012 (the "2012 Amendment"). The Development Agreement, the
2000 Amendment, and the 2012 Amendment are referred to herein as the "DA". The DA sets
forth certain agreements between the City and SR Corporate's predecessors regarding the
Property (as defined in the DA). The "Property" as defined in the DA and the OPDDA and used
herein consists of the same real property, and is described in Exhibit A.
C. As authorized by and contemplated in the 2007 Consent, SR Corporate acquired
the Property and assumed the obligations of its predecessor under the OPDDA and DA.
D. SR Corporate desires to sell the Property, and CCCA (and/or its affiliates) desires
to purchase the Property. To that end, CCCA and SR Corporate have entered into a Contract of
Purchase and Sale and Joint Escrow Instructions dated December 16, 2013 (the "Sale
Agreement") providing, among other things, for the conveyance of the Property to CCCA or
certain affiliates of CCCA.
E. Pursuant to the OPDDA, consent of the Agency is required for conveyance of the
Property to CCCA and.'or its affiliates and assignment to CCCA and!or its affiliates of the rights
and obligations under the OPDDA. Pursuant to the DA, consent of the City, is required for
conveyance of the Property to CCCA and/or its affiliates and assignment to CCCA and/or its
affiliates of the rights and obligations under the DA. SR Corporate and CCCA and its affiliates
desire to obtain those consents of the Agency and City.
F. The Agency, City, SR Corporate and CCCA and its affiliates desire to set forth
the terms and conditions related to the Agency's and City's consent to conveyance of the
LEGAL us w * 76958158.2
Property to CCCA and/or its affiliates and assignment to CCCA and/or its affiliates of the rights
and obligations under the OPDDA and DA.
THEREFORE, the parties to this Consent and Agreement agree as follows:
Section 1. Consent to Assignment of OPDDA.
Subject to the prior satisfaction of the conditions in Section 3 below, the Agency hereby
consents to and approves the conveyance of the Property to CCCA and/or its affiliates and SR
Corporate's assignment to CCCA and/or its affiliates of all its rights and obligations under the
OPDDA, excluding any indemnity obligation under the OPDDA that arose from an event
occurring prior to conveyance of the Property to CCCA and/or its affiliates, which assignment
shall be substantially on the terms set forth in Exhibit C attached hereto and made a part hereof.
Section 2. Consent to Assignment of DA.
Subject to the prior satisfaction of the conditions in Section 3 below, the City hereby
consents to and approves the conveyance of the Property to CCCA and/or its affiliates and SR
Corporate's assignment to LCCA and/or its affiliates of all its rights and obligations under the
DA, excluding any indemnity obligation under the DA that arose from an event occurring prior to
conveyance of the Property to CCCA and/or its affiliates, which assignment shall be substantially
on the terms set forth in Exhibit C.
Section 3. Conditions to Assignment of OPDDA and DA.
The following are conditions precedent to the Agency's and City's consent and approval
of the conveyance of the Property to CCCA and/or its affiliates and of SR Corporate's assignment
to CCCA and/or its affiliates of its rights and obligations under the OPDDA and DA, which
conditions may be waived (or the dates extended) in the sole discretion of the Executive Director
of the Agency and the City Manager of the City:
(i) By December 31, 2014 the Property shall have been conveyed to CCCA
and/or its affiliates.
(ii) By December 31, 2014 SR Corporate shall have assigned all its rights
and obligations under the DA to LCCA and/or its affiliates, which assignment shall be on the
terms set forth in Exhibit C.
(iii) By December 31, 2014 SR Corporate shall have assigned all its rights
and obligations under the OPDDA to COCA and/or its affiliates, which assignment shall be on
the terms set forth in Exhibit C.
Section 4. Assumption by CCCA and/or its affiliates; Release of SR Corporate.
Upon the Agency's and City's consent and approval pursuant to Sections I and 2 taking
effect, CCCA and/or its affiliates assumes all the rights and obligations of the Developer (as
defined in the OPDDA and the DA) under the OPDDA and the DA, excluding any indemnity
obligation under the OPDDA or DA that arose from an event occurring prior to conveyance of the
Property to LCCA and`or its affiliates, which assumption shall be on the terms set forth in Exhibit
C. Upon the Agency's and City's consent and approval pursuant to Sections I and 2 taking
effect, SR Corporate shall be released from all obligations and liabilities under the OPDDA and
LEG,at. USW # 76958158.2 2
DA, provided, however, such release shall not extend to any indemnity obligation under the
OPDDA or DA that arose from an event occurring prior to conveyance of the Property to SR
Corporate.
Section 5. Termination.
If the conditions set forth in Section 3 above to the Agency's and City's consent and
approval have not been satisfied or waived by the dates specified therein (or such later date to
which the Executive Director of the Agency and the City Manager of the City in their sole
discretion specify), then this Consent and Agreement shall terminate and the parties shall have no
further rights, obligations or liabilities under this Consent and Agreement.
Section 6. Compliance with OPDDA and DA.
Except as set forth below in this Section 6, the City hereby acknowledges, represents and
warrants to COCA and its affiliates that, as of the date of this Consent, neither SR Corporate (or
any of its predecessors in interest) nor the City is in default under the OPDDA or the DA and that
SR Corporate (and its predecessors in interest) and the City have satisfied all conditions and
complied with all obligations, including, without limitation, payment obligations or public
improvement obligations, required to be satisfied, fulfilled, complied with, or paid by SR
Corporate (or any of its predecessors in interest) to the City or the Agency under the OPDDA and
the DA as of the date of this Consent and Agreement. Without limitation of the foregoing, the
City confirms that it has been paid: (i) all amounts required to be paid by SR Corporate or any of
its predecessors in interest under Section 3.03 of the OPDDA, (ii) all amounts required to be paid
by SR Corporate or any of its predecessors in interest under Article 5 of the DA, (iii) all payments
included within the definition of "Exactions" in Section 1.7 of the DA, (iv) all amounts required
to be paid by SR Corporate or any of its predecessors in interest identified in the 2000
Amendment, and (iv) all payments required to be made, if any, pursuant to the DA, the OPDDA,
the 2000 Consent, the 2005 Consent, and the 2007 Consent. The City hereby confirms that the
Vested Approvals, as defined in Section 1.20 of the DA and the Amendments to PD 1754 Zoning
District, Master Use Permit and Development Agreement (City File Nos. ZC11-002, UP 11-033,
DA11-001 and ISI 1-002) approved by the City Council on December 5, 2011 are valid and shall
not expire or terminate prior to March 28, 2016, the date by which construction of the fifth
permitted building and the parking structure must commence by pursuant to the OPDDA and San
Rafael Successor Agency Resolution No. 2013-05.
Section 7. Miscellaneous Terms.
Capitalized terms set forth in this Consent and Agreement shall have the same meaning
as set forth in the OPDDA and DA unless specified otherwise herein.
This Consent and Agreement may be executed and acknowledged in counterparts.
LE6AL L'S W # '64581582
IN WITNESS WHEREOF, the parties have executed this Consent and Agreement as of
the date set forth in the opening paragraph above.
APPROVED AS TO FORM
Mrf l..( .. 4 ,r t.
By:
Agency Counsel ° .
APPROVED AS TO FORM
j
City Attorney
SAN RAFAEL SUCCESSOR AGENCY, a
public body corporate and politic
Nancy Mackle,kE ccutive Director
ATTEST:
Agency Secretary
CITY OF SAN RAFAEL, a charter city
By: ',
Nancy Mackie, dity Manager
ATTEST:
By:
City Clerk
[Signatures continued on next page.]
LFGAL. Lei W i.L 76938158 2 4
CCCA:
CALIFORNIA CORPORATE CENTER
ACQUISITION LLC,
a Delaware limited liability company
0
Name: ERIC DAVIS
Title: Manager
SR CORPORATE:
PHASE ONE LLC:
SR Corporate Center Phase One, LLC, a
Delaware limited liability company
Name: WILLIS K. POLITE, JR.
Title: Manager
LEGAL_ US -W 4 7695915$?
Iva-Evisiviloii ele
SR Corporate Center Phase Two LLC, a
Delaware limited liability company
Name: WILLIS K. POLITE, JR.
Title: Manager
EXHIBIT A
PARCEL ONE:
PARCELS 1 THROUGH 3, INCLUSIVE, AS SHOWN UPON THAT CERTAIN MAP
ENTITLED, "FINAL MAP BEING A SUBDIVISION OF THE LANDS OF SAN RAFAEL
CORPORATE CENTER, LLC (SN #2000-049730), CITY OF SAN RAFAEL, COUNTY OF
MARIN, CALIFORNIA", FILED FOR RECORD ON SEPTEMBER 27, 2002, IN VOLUME
2002 OF MAPS, AT PAGE 185, MARIN COUNTY RECORDS.
EXCEPTING AND RESERVING THEREFROM THE RESERVATION OF ALL MINERALS
AND MINERAL RIGHTS, INTERESTS AND ROYALTIES, INCLUDING, WITHOUT
LIMITING THE GENERALITY THEREOF, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS, IN AND
UNDER THE PROPERTY, HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS,
SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON,
INTO, OR THROUGH THE SURFACE OF THE PROPERTY IN CONNECTION
THEREWITH, AS CONTAINED IN THE DEED FROM SOUTHERN PACIFIC
TRANSPORTATION COMPANY, A DELAWARE CORPORATION TO SAN RAFAEL
REDEVELOPMENT AGENCY, A BODY CORPORATE AND POLITIC OF THE STATE OF
CALIFORNIA, RECORDED OCTOBER 30, 1997 AS RECORDER'S SERIAL NO. 97-062019,
MARIN COUNTY RECORDS.
PARCEL TWO:
AN EASEMENT FOR THE PURPOSES OF CONSTRUCTING, INSTALLING, REPAIRING,
REPLACING AND MAINTAINING A PEDESTRIAN PATHWAY, IRRIGATION
IMPROVEMENTS, FENCING AND LANDSCAPING AS SET FORTH IN THAT CERTAIN
AGREEMENT FOR CITY OF SAN RAFAEL GRANT OF ACCESS AND MAINTENANCE
EASEMENT TO SAN RAFAEL CORPORATE CENTER, LLC, BY AND BETWEEN THE
CITY OF SAN RAFAEL AND SAN RAFAEL CORPORATE CENTER, LLC, RECORDED
MARCH 7, 2002 AS RECORDER'S SERIAL NO.2002-0018155, MARIN COUNTY
RECORDS, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE SOUTHERLY LINE OF THE 20 FOOT WIDE
P.G.&E. SLURRY WALL EASEMENT AS DESCRIBED IN "THE DOCUMENT RECORDED
IN SERIAL NUMBER 98-033514, MARIN COUNTY RECORDS, SAID POINT ALSO BEING
A POINT ON THE EASTERLY LINE OF LINDARO STREET (66' WIDE): THENCE FROM
SAID POINT OF COMMENCEMENT, ALONG THE SOUTHERLY LINE OF SAID
EASEMENT (SN #98-033514), SOUTH 76° 44' 52" EAST, 70.78 FEET, THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 84`' 17' 14" EAST, 32.99 FEET:
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 79" 31' 32" EAST,
111.3 FEET: THENCE CONTINUING ALONG SAID SOUT14ERLY LINE, SOUTH 76° 52-
26" EAST, 105.29 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE,
NORTH 87' 55' 06" EAST, 107.97 FEET; THENCE CONTINUING ALONG SAID
SOUTHERLY LINE, NORTH 62- 01' 36" EAST, 34.81 FEET; THENCE CONTINUING
ALONG SAID SOUTHERLY LINE, NORTH 46° 27' 46 EAST, 25.64 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 33" 08' 08" EAST, 15.06;
LLGAL US W 4 769581j8.2 6
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 19° 37' 58" EAST,
6.33 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT
OF BEGINNING, CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 19° 37' 58"
EAST, 33.23 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 01
14' 58" EAST, 8.68 FEET; THENCE SOUTH 73° 54' 20" EAST, 35.52 FEET; THENCE
SOUTH 670 08' 28" WEST, 17.16 FEET; THENCE SOUTHWESTERLY ALONG A
TANGENT CURVE CONCAVE TO THE SOUTHEAST, WHOSE CENTER BEARS SOUTH
22° 51'32" EAST, WITH A RADIUS OF 70.00 FEET; THROUGH A CENTRAL ANGLE OF
310 14' 49", FOR AN ARC LENGTH OF 38.18 FEET TO THE TRUE POINT OF
BEGINNING.
PARCEL THREE:
PARCELS 4 THROUGH 8, INCLUSIVE, AS SHOWN UPON THAT CERTAIN MAP
ENTITLED, "FINAL MAP BEING A SUBDIVISION OF THE LANDS OF SAN RAFAEL
CORPORATE CENTER, LLC (SN #2000-049730), CITY OF SAN RAFAEL, COUNTY OF
MARIN, CALIFORNIA", FILED FOR RECORD ON SEPTEMBER 27, 2002, IN VOLUME
2002 OF MAPS, AT PAGE 185, MARIN COUNTY RECORDS.
EXCEPTING AND RESERVING THEREFROM THE RESERVATION OF ALL MINERALS
AND MINERAL RIGHTS, INTERESTS AND ROYALTIES, INCLUDING, WITHOUT
LIMITING THE GENERALITY THEREOF, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS, IN AND
UNDER THE PROPERTY, HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS,
SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON,
INTO, OR THROUGH THE SURFACE OF THE PROPERTY IN CONNECTION
THEREWITH, AS CONTAINED IN THE DEED FROM SOUTHERN PACIFIC
TRANSPORTATION COMPANY, A DELAWARE CORPORATION TO SAN RAFAEL
REDEVELOPMENT AGENCY, A BODY CORPORATE AND POLITIC OF THE STATE OF
CALIFORNIA, RECORDED OCTOBER 30, 1997 AS RECORDER'S SERIAL NO. 97-062019,
MARIN COUNTY RECORDS.
PARCEL FOUR:
AN EASEMENT FOR THE PURPOSES OF CONSTRUCTING, INSTALLING, REPAIRING,
REPLACING AND MAINTAINING A PEDESTRIAN PATHWAY, IRRIGATION
IMPROVEMENTS, FENCING AND LANDSCAPING AS SET FORTH IN THAT CERTAIN
AGREEMENT FOR CITY OF SAN RAFAEL GRANT OF ACCESS AND MAINTENANCE
EASEMENT TO SAN RAFAEL CORPORATE CENTER, LLC, BY AND BETWEEN THE
CITY OF SAN RAFAEL AND SAN RAFAEL CORPORATE CENTER, LLC, RECORDED
MARCH 7, 2002 AS RECORDER'S SERIAL NO.2002-0018155, MARIN COUNTY
RECORDS, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE SOUTHERLY LINE OF THE 20 FOOT WIDE.
P.G.&E. SLURRY WALL EASEMENT AS DESCRIBED 1N THE DOCUMENT RECORDED
IN SERIAL NUMBER 98-033514, MARIN COUNTY RECORDS, SAID POINT ALSO BEING
A POINT ON THE EASTERLY LINE OF LINDARO STREET (66' WIDE); THENCE FROM
SAID POINT OF COMMENCEMENT, ALONG THE SOUTHERLY LINE OF SAID
EASEMENT (SN 498-033514), SOUTH 76° 44' 52" EAST, 70.78 FEET; THENCE
C:ONI"INUING ALONG SAID SOUTHERLY LINE, SOUTH 84° 17' 14" EAST. 32.99 FEET;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 79° 31' 32- EAST,
LEGAL l S W # 76958158 2
111.3 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 76° 52'
26" EAST, 105.29 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE,
NORTH 870 55' 06" EAST, 107.97 FEET; THENCE CONTINUING ALONG SAID
SOUTHERLY LINE, NORTH 62° 01' 36" EAST, 34.81 FEET; THENCE CONTINUING
ALONG SAID SOUTHERLY LINE, NORTH 46° 27' 46" EAST, 25.64 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 33° 08' 08" EAST, 15.06;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 190 37' 58" EAST,
6.33 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT
OF BEGINNING, CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 19° 37' 58"
EAST, 33.23 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 0°
14' 58" EAST, 8.68 FEET; THENCE SOUTH 73° 54' 20" EAST, 35.52 FEET; THENCE
SOUTH 670 08' 28" WEST, 17.16 FEET; THENCE SOUTHWESTERLY ALONG A
TANGENT CURVE CONCAVE TO THE SOUTHEAST, WHOSE CENTER BEARS SOUTH
220 51' 32" EAST, WITH A RADIUS OF 70.00 FEET; THROUGH A CENTRAL ANGLE OF
310 14' 49", FOR AN ARC LENGTH OF 38.18 FEET TO THE TRUE POINT OF
BEGINNING.
LE(JAL [.S N4 4' 76953158 2 8
owes Iv31I[y
Recorded at request of, and
when recorded return to:
APN: 013-012-35, 34 & 013-021-50-55
ASSIGNMENT OF RIGHTS AND OBLIGATIONS PERTAINING TO
OWNER PARTICIPATION, DISPOSITION AND DEVELOPMENT
AGREEMENT AND TO DEVELOPMENT AGREEMENT
This Assignment of Rights and Obligations Pertaining to Owner Participation,
Disposition and Development Agreement and to Development Agreement (this "Assignment"), is
made as of , 2014 by and between ( , a I and f , a
I ("Buyer"), as assignee, and SR Corporate Center Phase One, LLC, a Delaware
limited liability company ("Phase One LLC"), and SR Corporate Center Phase Two, LLC, a
Delaware limited liability company ("Phase Two LLC'' and together with Phase One, LLC,
"Seller"), as assignors.
A. On May 18, 1998, the San Rafael Redevelopment Agency (the "Agency"), a
public body corporate and politic, and Sellers' predecessor entered into an Owner Participation
Disposition and Development Agreement, which agreement was amended by: (i) a First
Amendment to Owner Participation, Disposition and Development Agreement, dated
September 7,1999, (ii) a Consent and Agreement, dated as of August 7, 2000 (the "2000
Consent") (iii) a Consent and Agreement, dated as of May 16, 2005 (the "2005 Consent") and a
Consent and ,agreement, dated as of July 2, 2007 (the "2007 Consent"). The Owner
Participation, Disposition and Development Agreement and amendments thereto are collectively
referred to herein as the "OPDDA." The OPDDA provides, among other things, for the
development of certain real property (the "Real Property") located in the City of San Rafael,
Marin County. California, described in Exhibit A attached hereto and made a part hereof.
B. The City of San Rafael (the "City"), a charter city, and Sellers" predecessors
entered into a Development Agreement, dated February I7, 1998, pursuant to the authority
granted in California Government Code Sections 65864 et seq., which agreement was amended
by an Amendment to Development Agreement, dated September 22, 2000 (the "2000
f_FGAL _US_" 4 769581582 9
Amendment") and a Second Amendment to Development Agreement, dated January 19, 2012
(the "2012 Amendment"). The Development Agreement, the 2000 Amendment, and the 2012
Amendment are collectively referred to herein as the "DA." The DA sets forth certain agreements
between the City and Sellers' predecessors regarding the Real Property.
C. As authorized by and contemplated in the 2007 Consent, Sellers acquired the
Real Property and assumed the obligations of its predecessor under the OPDDA and DA.
D. Sellers desire to sell the Real Property, and Buyer desires to purchase the Real
Property. To that end, Sellers and Buyer have entered into a Contract of Purchase and Sale and
Joint Escrow Instructions dated December _, 2013 (the "Sale Agreement") providing, among
other things, for the conveyance of the Real Property to Buyer. As used herein, the term "Parcels
" shall mean the portions of the Real Property described on Exhibit B attached hereto.
As used herein, the term "Parcels " shall mean the portions of the Real Property
described on Exhibit C attached hereto.
E. Pursuant to the OPDDA, consent of the Agency is required for conveyance of the
Real Property to Buyer and assignment to Buyers of the rights and obligations under the OPDDA,
and, pursuant to the DA, consent of the City is required for conveyance of the Real Property to
Buyer and assignment to Buyer of the rights and obligations under the DA.
F. The Agency and City have each consented to conveyance of the Real Property to
Buyer and the assignment to Buyer of the rights and obligations of Sellers under the OPDDA and
DA, all on condition that, on or before December 31, 2014, Sellers convey the Real Property to
Buyer and Sellers assign certain of their rights and obligations under the OPDDA and DA to
Buyer by this Assignment.
NOW, THEREFORE, and for valuable consideration, receipt of which is acknowledged,
Sellers and Buyer agree as follows:
Section 1. Assianment and Assumption under the OPDDA as to Parcels
L ------J.
(0 Phase One LLC hereby assigns, transfers and delivers to all
right, title and interest of Phase One LLC in and to, and all obligations under, the OPDDA
(excluding any indemnity obligation under the OPDDA that arose or hereafter arises from an
event occurring prior to conveyance to of Parcels ), to the extent that
such right, title, interest or obligations pertain to Parcels or any one or more of them.
(ii) hereby accepts the assignment referred to in Paragraph
Section 1(i), and assumes and agrees to perform all the obligations of the Developer (as defined
in the OPDDA) under the OPDDA (excluding any indemnity obligation under the OPDDA that
arose or hereafter arises from an event occurring prior to conveyance of Parcels to
), but only to the extent that such obligations pertain to Parcels _ `_ or any
one or more of them. Where any such obligation pertains to more than one Parcel, such
oblioation shall be equitably apportioned among the Parcels to which it pertains for the purposes
Of the assumption set forth in this Paragraph Section l (ii) in a manner consistent with the
provisions of the OPDDA.
[DRAFTING NOTE: FURTHER DUPLICATE OUT AS NECESSARY TO ACCOUNT
FOR ASSIGNMENT OF PARCELS TO CORRECT ENTITY]
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Section 2. Assignment and Assumption under the OPDDA as to Parcels
I.
(i) Phase Two LLC hereby assign, transfer and deliver to all
right, title and interest of Phase 'Two LLC in and to, and all obligations under, the OPDDA
(excluding any indemnity obligation under the OPDDA that arose or hereafter arises from an
event occurring prior to conveyance of Parcels to ), to the extent
that such right, title, interest or obligations pertain to Parcels or any one or more
of them.
(ii) hereby accepts the assignment referred to in Paragraph
Section 2(i), and assumes and agrees to perform all the obligations of the Developer (as defined
in the OPDDA) under the OPDDA (excluding any indemnity obligation under the OPDDA that
arose or hereafter arises from an event occurring prior to conveyance of Parcels to
), but only to the extent that such obligations pertain to Parcels or any one
or more of them. Where any such obligation pertains to more than one Parcel, such obligation
shall be equitably apportioned among the Parcels to which it pertains for the purposes of the
assumption set forth in this Paragraph Section 2(ii) in a manner consistent with the provisions of
the OPDDA.
[DRAFTING NOTE: FURTHER DUPLICATE OUT AS NECESSARY TO ACCOUNT
FOR ASSIGNMENT OF PARCELS TO CORRECT ENTITY]
Section 3. Assignment and Assumption under the DA as to Parcels
(i) Phase One LLC hereby assigns, transfers and delivers to
all right, title and interest of SR Associates in and to, and all obligations under, the DA (excluding
any indemnity obligation tinder the DA that arose or hereafter arises from an event occurring
prior to conveyance to of Parcels ), to the extent that such right, title,
interest or obligations pertain to Parcels or any one or more of them. The foregoing
assignment includes, but is not limited to, all right, title and interest of Phase One LLC in and to
all permits and approvals for the development or operation of Parcels or any one or
more of them which are referred to in the DA or which have otherwise been issued or granted
with respect to Parcels or any one or more of them by any governmental entity,
quasi -governmental entity, public utility or private utility.
(ii) hereby accepts the assignment referred to in Paragraph
Section 3(i). and assumes and agrees to perform all the obligations of the Developer (as defined
in the DA) under the DA (excluding any indemnity obligation under the DA that arose or
hereafter arises from an event occurring prior to conveyance of Parcels to
), but only to the extent that such obligations pertain to Parcels or any
one or more of them. Where any such obligation pertains to more than one Parcel, such
obligation shall be equitably apportioned among the Parcels to which it pertains for the purposes
of the assumption set forth in this Paragraph Section 3(ii) in a manner consistent with the
provisions of the DA.
[DRAFTING NOTE: FURTHER DUPLICATE OUT AS NECESSARY TO ACCOUNT
FOR ASSIGNMENT OF PARCELS TO CORRECT ENTITY]
Section 4, Assignment and Assumption under the DA as to Parcels
Lr GAL Ls w # 16958158,2 11
(i) Phase Two LLC hereby assign, transfer and deliver to all
right, title and interest of Phase Two LLC in and to, and all obligations under, the DA (excluding
any indemnity obligation under the DA that arose or hereafter arises from an event occurring
prior to conveyance of Parcels to ), to the extent that such right, title,
interest or obligations pertain to Parcels or any one or more of them. The foregoing
assignment includes, but is not limited to, all right, title and interest of Phase Two LLC in and to
all permits and approvals for the development or operation of Parcels or any one or
more of them which are referred to in the DA or which have otherwise been issued or granted
with respect to Parcels or any one or more of them by any governmental entity,
quasi -governmental entity, public utility or private utility.
(ii) Phase Two LLC hereby accepts the assignment referred to in Paragraph
Section 4(i), and assumes and agrees to perform all the obligations of the Developer (as defined
in the DA) under the DA (excluding any indemnity obligation under the DA that arose or
hereafter arises from an event occurring prior to conveyance of Parcels to
), but only to the extent that such obligations pertain to Parcels or any one
or more of them. Where any such obligation pertains to more than one Parcel, such obligation
shall be equitably apportioned among the Parcels to which it pertains for the purposes of the
assumption set forth in this Paragraph Section 4(ii) in a manner consistent with the provisions of
the DA.
[DRAFTING NOTE: FURTHER DUPLICATE OUT AS NECESSARY TO ACCOUNT
FOR ASSIGNMENT OF PARCELS TO CORRECT ENTITY]
Section 5. Assignments of Plans and Intangibles. Sellers hereby assign, transfer
and deliver to Buyer all right, title and interest of Sellers in and to all plans, specifications and
designs for the development of the Real Property, but only to the extent that Sellers hold, as of the
date of this Assignment, such right, title or interest.
Section 6. Further Assurances. Sellers and Buyer each agree to execute such other
documents and perform such other acts as may be reasonably necessary or proper and usual to
effect this Assignment.
Section 7. Attornevs' Fees. If there is any legal action or proceeding between any
one or more of the Sellers and Buyer arising from or based on this Assignment, the unsuccessful
party to such action or proceeding shall pay to the prevailing party all costs and expenses,
including. without limitation, reasonable attorneys' fees and disbursements, incurred by such
prevailing party in such action or proceeding and in any appeal in connection therewith. If such
prevailing party recovers a judgment in any such action, proceeding or appeal, such costs,
expenses and attorneys' fees and disbursements shall be included in and as part of such judgment.
Section 8. Governing; Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of California.
Section 9. Successors and Assin5. This Assignment shall be binding upon and
shall inure to the benefit of Sellers and Buyer and their respective successors and assigns.
LE GM_ LS W 4'16958158.2 12
IN WITNESS WHEREOF, Sellers and Buyer have executed this Assignment as of the
date first hereinabove written.
BUYER:
CALIFORNIA CORPORATE CENTER
ACQUISITION LLC,
a Delaware limited liability company
IIn
Name:
Title:
[DRAFTING NOTE: INSERT ADDITIONAL
SIGNATURE BLOCKS AS NECESSARY
FOR ALL BUYER ENTITIES]
[Signatures continued on next page.]
LL( AL LS 4k 4 769�8158.2 1 i
M51111 INV MIT
SR Corporate Center Phase One, LLC,
a Delaware limited liability company
By: Seagate SR Corporate Center, LLC,
a Delaware limited liability company
By: Seagate Second Street, LLC,
a California limited liability company
By: Seagate Lindaro, LLC,
a California limited liability company
By: The Polite Family Living Trust
(1997) U/T/A dated 2/28/97
By:
Willis K. Polite, Jr., Trustee
SR Corporate Center Phase Two, LLC,
a Delaware limited liability company
By: Seagate SR Corporate Center, LLC,
a Delaware limited liability company
By: Seagate Second Street, LLC,
a California limited liability company
By: Seagate Lindaro, LLC,
a California limited liability company
By: The Polite Family Living Trust
(1997) U/T/A dated 2/28,/97
M.
LEGAL USW # 76958158.2 14
Willis K. Polite, Jr., Trustee
STATE OF )
)ss
COUNTY OF )
On , 20_, before me, , a Notary
Public in and for the State of personally appeared
personally known to me (or provided to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he or she executed the within instrument in his or her
authorized capacity and that, by his or her signature on the within instrument, the person or entity
upon behalf of which he or she acted executed the within instrument.
WITNESS my hand and official seal.
Signature
(SEAL,)
STATE OF )
)ss
COUNTY OF )
On , 20 before me, , a Notary
Public in and for the State of personally appeared
, personally known to me (or provided to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he or she executed the within instrument in his or her
authorized capacity and that, by his or her signature on the within instrument, the person or entity
upon behalf of which he or she acted executed the within instrument.
WITNESS my hand and official seal.
Signature
(SEAL)
LEGAL i;S \A : 76958158.2 15
STATE OF )
)ss
COUNTY OF )
On , 20_, before me, 'a Notary
Public in and for the State of personally appeared
, personally known to me (or provided to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he or she executed the within instrument in his or her
authorized capacity and that' by his or her signature on the within instrument, the person or entity
upon behalf of which he or she acted executed the within instrument.
WITNESS my hand and official seal.
Signature
(SEAL)
LLGAC. US Vb R 76958158 2 16
EXHIBIT A (To Exhibit C to Consent and Agreement)
LEGAL DESCRIPTION OF REAL PROPERTY
PARCEL ONE:
PARCELS I THROUGH 8, INCLUSIVE, AS SHOWN UPON THAT CERTAIN MAP
ENTITLED, "FINAL MAP BEING A SUBDIVISION OF THE LANDS OF SAN RAFAEL
CORPORATE CENTER, LLC. (SN #2000-049730), CITY OF SAN RAFAEL, COUNTY OF
MARIN, CALIFORNIA", FILED FOR RECORD ON SEPTEMBER 27, 2002, IN VOLUME
2002 OF MAPS, AT PAGE 185, MARIN COUNTY RECORDS.
EXCEPTING AND RESERVING THEREFROM THE RESERVATION OF ALL MINERALS
AND MINERAL RIGHTS, INTERESTS AND ROYALTIES, INCLUDING, WITHOUT
LIMITING THE GENERALITY THEREOF, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS, IN AND
UNDER THE PROPERTY, HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS,
SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON,
INTO, OR THROUGH THE SURFACE OF THE PROPERTY IN CONNECTION
THEREWITH, AS CONTAINED IN THE DEED FROM SOUTHERN PACIFIC
TRANSPORTATION COMPANY, A DELAWARE CORPORATION TO SAN RAFAEL
REDEVELOPMENT AGENCY, A BODY CORPORATE AND POLITIC OF THE STATE OF
CALIFORNIA, RECORDED OCTOBER 30, 1997 AS RECORDER'S SERIAL NO. 97-062019,
MARIN COUNTY RECORDS.
"MM1Ll13
AN EASEMENT FOR THE PURPOSES OF CONSTRUCTING, INSTALLING, REPAIRING,
REPLACING AND MAINTAINING A PEDESTRIAN PA'T'HWAY, IRRIGATION
IMPROVEMENTS, FENCING AND LANDSCAPING AS SET FORTH IN THAT CERTAIN
AGREEMENT FOR CITY OF SAN RAFAEL GRANT OF ACCESS AND MAINTENANCE
EASEMENT TO SAN RAFAEL CORPORATE CENTER, LLC, BY AND BETWEEN THF.
CITY OF SAN RAFAEL AND SAN RAFAEL CORPORATE CENTER, LLC, RECORDED
MARCH 7, 2002 AS RECORDER'S SERIAL NO. 2002--0018155, MARIN COUNTY
RECORDS, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE SOUTHERLY LINE OF THE 20 FOOT WIDE
P.G.&E. SLURRY WALL EASEMENT AS DESCRIBED IN THE DOCUMENT RECORDED.
IN SERIAL NUMBER 98-033514, MARIN COUNTY RECORDS, SAID POINT ALSO BEING
A POINT ON THE EASTERLY LINE OF LINDARO STREET (66' WIDE); THENCE FROM
SAID POINT OF COMMENCEMENT, ALONG THE SOUTHERLY LINE OF SAID
EASEMENT (SN 998-033514)., SOUTH 716- 44' 52" EAST. 70.78 FEET: THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 84" 17' 14" EAST, 32.99 FEET;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 79' 31' 32" FAST,
111.3 FEET: THENCE CONTINUING ALONG SAID SOUTHERLY LINE. SOUTH 76° 52'
26" EAST, 105.29 FEET: THENCE CONTINUING ALONG SAID SOUTHERLY LINE,
NORTH 870 55' 06" EAST, 107.97 FEET; THENCE CONTINUING ,ALONG SAID
SOUTHERLY LINE, NORTH 62" 01' 36„ EAST, 34.81 FEET; THENCE CONTINUING
ALONG SAID SOUTHERLY LINE, NORTH 46° 27' 46" EAST, 25.64 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE. NORTH 330 08' 08" EAST, 15.06;
LEGAL LS W 4 160581582 17
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 19° 37' 58" EAST,
6.33 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT
OF BEGINNING, CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 19° 37' 58"
EAST, 33.23 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 0°
14' 58" EAST, 8.68 FEET; THENCE SOUTH 73° 54' 20" EAST, 35.52 FEET; THENCE
SOUTH 670 08' 28" WEST, 17.16 FEET; THENCE SOUTHWESTERLY ALONG A
TANGENT CURVE CONCAVE TO THE SOUTHEAST, WHOSE CENTER BEARS SOUTH
220 51' 32" EAST, WITH A RADIUS OF 70.00 FEET; THROUGH A CENTRAL ANGLE OF
310 14' 49", FOR AN ARC LENGTH OF 38.18 FEET TO THE TRUE POINT OF
BEGINNING.
PARCEL THREE:
PARCELS 1 THROUGH 3, INCLUSIVE, AS SHOWN UPON THAT CERTAIN MAP
ENTITLED, "FINAL MAP BEING A SUBDIVISION OF THE LANDS OF SAN RAFAEL
CORPORATE CENTER, LLC (SN #2000-049730), CITY OF SAN RAFAEL, COUNTY OF
MARIN, CALIFORNIA", FILED FOR RECORD ON SEPTEMBER 27, 2002, IN VOLUME
2002 OF MAPS, AT PAGE 185, MARIN COUNTY RECORDS.
EXCEPTING AND RESERVING THEREFROM THE RESERVATION OF ALL MINERALS
AND MINERAL RIGHTS, INTERESTS AND ROYALTIES, INCLUDING, WITHOUT
LIMITING THE GENERALITY THEREOF, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS, IN AND
UNDER THE PROPERTY, HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS,
SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON,
INTO, OR THROUGH THE SURFACE OF THE PROPERTY IN CONNECTION
THEREWITH, AS CONTAINED IN THE DEED FROM SOUTHERN PACIFIC
TRANSPORTATION COMPANY, A DELAWARE CORPORATION TO SAN RAFAEL
REDEVELOPMENT AGENCY, A BODY CORPORATE AND POLITIC OF THE STATE OF
CALIFORNIA, RECORDED OCTOBER 30, 1997 AS RECORDER'S SERIAL NO. 97-062019,
MARIN COUNTY RECORDS.
PARCEL FOUR:
AN EASEMENT FOR THE PURPOSES OF CONSTRUCTING, INSTALLING, REPAIRING,
REPLACING AND MAINTAINING A PEDESTRIAN PATHWAY, IRRIGATION
IMPROVEMENTS, FENCING AND LANDSCAPING AS SET FORTH IN THAT CERTAIN
AGREEMENT FOR CITY OF SAN RAFAEL GRANT OF ACCESS AND MAINTENANCE
EASEMENT TO SAN RAFAEL CORPORATE CENTER, LLC, BY AND BETWEEN THE
CITY OF SAN RAFAEL AND SAN RAFAEL CORPORATE CENTER, LLC, RECORDED
MARCH 7. 2002 AS RECORDER'S SERIAL NO. 2002-0018155, MARIN COUNTY
RECORDS, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE SOUTHERLY LINE OF THE 20 FOOT WIDE
P.G.&F. SLURRY WALL EASEMENT AS DESCRIBED IN THE DOCUMENT RECORDED
IN SERIAL.. NUMBER 98-033514, MARIN COUNTY RECORDS, SAID POINT ALSO BEING
A POINT ON THE EASTERLY LINE OF LIN'DARO STREET (66' WIDE); THENCE FROM
SAID POINT OF COMMENCEMENT. ALONG THE SOUTHERLY LINE OF SAID
EASEMENT (SN 098-033514), SOUTH 76° 44' 52" EAST, 70.78 FEET. THENCE
CONTINUING ALONG SAID SOUTHERLY LINT, SOUTH 84" 17 14" EAST, 32.99 FEET;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE. SOUTH 790 31' 32" EAST.
LEGAL, LS w' # 76958158' 18
111.3 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 76° 52'
26" EAST, 105.29 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE,
NORTH 870 55' 06" EAST, 107.97 FEET; THENCE CONTINUING ALONG SAID
SOUTHERLY LINE, NORTH 62° 01' 36" EAST, 34.81 FEET; THENCE CONTINUING
ALONG SAID SOUTHERLY LINE, NORTH 460 27' 46" EAST, 25.64 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 33° 08' 08" EAST, 15.06;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 190 37' 58" EAST,
6.33 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT
OF BEGINNING, CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 19° 37' 58"
EAST, 33.23 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 0°
14' 58" EAST, 8.68 FEET; THENCE SOUTH 73° 54' 20" EAST, 35.52 FEET; THENCE
SOUTH 670 08' 28" WEST, 17.16 FEET; THENCE SOUTHWESTERLY ALONG A
TANGENT CURVE CONCAVE TO THE SOUTHEAST, WHOSE CENTER BEARS SOUTH
220 51' 32" EAST, WITH A RADIUS OF 70.00 FEET; THROUGH A CENTRAL ANGLE OF
310 14' 49", FOR AN ARC LENGTH OF 38.18 FEET TO THE TRUE POINT OF
BEGINNING.
PARCEL FIVE:
PARCELS 4 THROUGH 8, INCLUSIVE, AS SHOWN UPON THAT CERTAIN MAP
ENTITLED, "FINAL MAP BEING A SUBDIVISION OF THE LANDS OF SAN RAFAEL
CORPORATE CENTER, LLC (SN #2000-049730), CITY OF SAN RAFAEL, COUNTY OF
MARIN, CALIFORNIA", FILED FOR RECORD ON SEPTEMBER 27, 2002, IN VOLUME
2002 OF MAPS, AT PAGE 185, MARIN COUNTY RECORDS.
EXCEPTING AND RESERVING THEREFROM THE RESERVATION OF ALL MINERALS
AND MINERAL RIGHTS, INTERESTS AND ROYALTIES, INCLUDING, WITHOUT
LIMITING THE GENERALITY THEREOF, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS, IN AND
UNDER THE PROPERTY, HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS,
SHALL NOT WAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON,
INTO, OR THROUGH THE SURFACE OF THE PROPERTY IN CONNECTION
THEREWITH, AS CONTAINED IN THE DEED FROM SOUTHERN PACIFIC
TRANSPORTATION COMPANY, A DELAWARE CORPORATION TO SAN RAFAEL
REDEVELOPMENT AGENCY, A BODY CORPORATE AND POLITIC OF THE STATE OF
CALIFORNIA, RECORDED OCTOBER 30, 1997 AS RECORDER'S SERIAL NO. 97-062019,
MARIN COUNTY RECORDS.
PARCEL SIX:
AN EASEMENT FOR THE PURPOSES OF CONSTRUCTING, INSTALLING, REPAIRING,
REPLACING AND MAINTAINING A PEDESTRIAN PATHWAY, . IRRIGATION
IMPROVEMENTS, FENCING AND LANDSCAPING AS SET FORTH IN THAT CERTAIN
AGREEMENT FOR CITY OF SAN RAFAEL GRANT OF ACCESS AND MAINTENANCE
EASEMENT TO SAN RAFAEL CORPORATE CENTER, LLC, BY AND BETWEEN THE
CITY OF SAN RAFAEL AND SAN RAFAEL CORPORATE CENTER, LLC, RECORDED
MARCH ;, 2002 AS RECORDER"S SERIAL NO. 2002-0018155, MARIN COUNTY
RECORDS. DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE SOUTHERLY LINE OF THE 20 FOOT WIDE
P.G.&E. SLURRY WALL EASEMENT AS DESCRIBED IN THE DOCUMENT RECORDED
LEGAL -USW A 76958158 2 19
IN SERIAL NUMBER 98-033514, MARIN COUNTY RECORDS, SAID POINT ALSO BEING
A POINT ON THE EASTERLY LINE OF LINDARO STREET (66' WIDE); THENCE FROM
SAID POINT OF COMMENCEMENT, ALONG THE SOUTHERLY LINE OF SAID
EASEMENT (SN #98-033514), SOUTH 76° 44' 52" EAST, 70.78 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 84° 17' 14" EAST, 32.99 FEET;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 790 31' 32" EAST,
111.3 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 76° 52'
26" EAST, 105.29 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE,
NORTH 870 55' 06" EAST, 107.97 FEET; THENCE CONTINUING ALONG SAID
SOUTHERLY LINE, NORTH 62° 01' 36" EAST, 34.81 FEET; THENCE CONTINUING
ALONG SAID SOUTHERLY LINE, NORTH 46° 27' 46" EAST, 25.64 FEET; THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 33° 08' 08" EAST, 15.06;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 190 37' 58" EAST,
6.33 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT
OF BEGINNING, CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 19° 37' 58"
EAST, 33.23 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 0°
14' 58" EAST, 8.68 FEET; THENCE SOUTH 73° 54' 20" EAST, 35.52 FEET; THENCE
SOUTH 670 08' 28" WEST, 17.16 FEET; THENCE SOUTHWESTERLY ALONG A
TANGENT CURVE CONCAVE TO THE SOUTHEAST, WHOSE CENTER BEARS SOUTH
220 51' 32" EAST, WITH A RADIUS OF 70.00 FEET; THROUGH A CENTRAL ANGLE OF
310 14'49, FOR AN ARC LENGTH OF 38.18 FEET TO THE TRUE POINT OF BEGINNING.
LEGAL I'S W9 76958lig.2 20
EXHIBIT B (To Exhibit C to Consent and Agreement)
LEGAL DESCRIPTION OF REAL PROPERTY
LEtx,%L. [jS W# 76958158? A? t
EXHIBIT C (To Exhibit C to Consent and Agreement)
LEGAL DESCRIPTION OF REAL PROPERTY
LEGAL LS W 4176958158.2 22
CITY OF SAN RAFAEL
ROUTING SLIP / APPROVAL FORM
INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT,
AGREEMENT, ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL /
AGENCY.
SRSA / SRCC AGENDA ITEM NO. 3. f
DATE OF MEETING: December 16, 2013
FROM: Stephanie Lovette
DEPARTMENT: Economic Development
DATE: December 10, 2013
TITLE OF DOCUMENT:
Resolution Consenting to Assignment of the San Rafael Corporate Center
Development Agreement between the City of San Rafael and Seagate SR
Corporate Center LLC to BioMarin Pharmaceutical Inc.
Department Head (signature)
(LOWER HALF OF FORM FOR APPROVALS ONLY)
APPROVED AS COUNCIL / AGENCY APPROVED AS TO FORM:
AGENDA ITEM:
City Manager (signature) City Attorney (signature)
NOT APPROVED
REMARKS:
S R
C C
Werztel,
December 9, 2013
San Rafael City Council
City of San Rafael
PO Box 151560
San Rafael, CA. 94901
RE: San Rafael Corporate Center
Development Agreement and OPDDA Assignment
Dear City Council Members,
Seagate Properties Inc. and JP Morgan Asset Management Inc., through their affiliates SR Corporate Center
Phase One LLC and SR Corporate Center Phase Two LLC ("SRCC"), have entered into a purchase and sale
contract to sell the San Rafael Corporate Center to the lead tenant, BioMarin Pharmaceutical Inc.
("BioMarin"). The purpose of this letter is to provide a brief history of events that have led to our decision to
sell the campus and our request for your consent and approval of the transfer of all rights and interest under
the Owner Partition, Disposition and Development Agreement ("OPDDA") to BioMarin.
As you may recall, the second phase of the San Rafael Corporate Center was completed in early 2010 with
no tenant leases in place at the time of completion. In late 2011 a lease was signed for over 120,000 square
feet to house the world headquarters of BioMarin. This lease represents 75% of the Phase II development and
approximately 40% of the entire SRCC office complex. BioMarin currently occupies 100% of 770 Lindaro
Street and approximately 50% of 790 Lindaro Street with a strong desire to occupy the entire campus. The
initial relocation from Novato to SRCC by BioMarin was commenced in September of 2012 and continues
today as its business continues to expand and grow. Due to the sustained annual growth of BioMarin and its
need to expand beyond the current leased premises, SRCC and BioMarin have agreed that both parties real
estate interests would be best served if BioMarin were to own the entire SRCC office complex in order to
control its future growth needs. Given its current investment and commitment to SRCC, BioMarin wants the
assurance that its continued office space growth needs will be met in San Rafael as opposed to looking to
alternative locations. Please note that there are no proposed revisions to the existing use permits and there
will be no change in die use of the conuiamity conference facilities, surfai;e parking lots or access to ivlahon
Creek.
The direct economic impact on the local retail stores, restaurants and service providers due to the relocation
of BioMarin to downtown San Rafael has already proven to be a substantial benefit to our community.
BioMarin currently houses over 300 employees in San Rafael and this number continues to grow daily as
their business expands. The SRCC location has provided the added benefits of increasing its ability to recruit
and retain qualified personnel, provide convenient access for its team members commuting from all
directions around the Bay Area through a variety of transportation modalities as well as convenient walking
access to the many restaurant and retail amenities offered in downtown San Rafael. The much anticipated
arrival of the SMART train will only serve to enhance and complement these excellent attributes of our
downtown location. For these, and many other reasons, BioNlarin is committed to its long term residence in
this location as a vibrant and proud member of the San Rafael business community. Upon completion of their
`:, M_€NDARC STREET, SUITE '45 SAN RAFAEL, CAL_if=r}roti A')-1 01
purchase of SRCC, their pride of ownership will only serve to deepen their long term commitment to
downtown San Rafael.
By way of background, BioMarin is a multinational commercial biopharmaceutical company with expertise
in research, regulatory affairs, manufacturing and global commercial development. Since its founding in
1997, BioMarin has grown rapidly to become one of the largest private employers in Marin County.
The company focuses on developing first -in -class or best -in -class therapeutics that provide meaningful
advances to patients who live with serious and life-threatening rare genetic diseases. These patient
populations are mostly children, suffering from diseases so rare, that the entire patient population can number
as few as 1,000 people worldwide. These conditions are often inherited, difficult to diagnose, progressively
debilitating, have few, if any, treatment options and are usually ignored. BioMarin employees are inspired by
the patients they serve and are motivated to create treatments that can change the practice of medicine.
With respect to its financial position, BioMarin is has a strong balance sheet and a diverse revenue stream. It
has four approved products to treat rare diseases, which generate more than $500 million in sales. They
anticipate a fifth product approval by the first quarter of 2014 that has the potential to double its revenues at
peak sales. They also have five therapies in various stages of development fueling its steady growth. This
research and development is funded both with its substantial revenue and its cash reserves, which exceed $1
billion.
Both the ownership of SRCC and BioMarin are excited about the opportunity to complete this transaction
and the long term prospects for a financially strong, growing employer to own their corporate headquarters
campus in San Rafael. This outcome is consistent with the City of San Rafael's original vision of this site as
a corporate campus facility with Fair Issac. We are very proud of our achievements at SRCC in having
developed it into the premier Class A office park in Marin County and we know that we will be passing this
legacy on to a most deserving, community minded corporate citizen in BioMarin. Representatives of both the
SRCC and BioMarin will be present at the City Council meeting and welcome the opportunity to answer any
further questions you may have.
We thank you in advance for your favorable consideration of this request.
Sincerely, �R. y�W
Willis K. Polite Jr. SMA,
San Rafael Corporate Center
75(;) l_iNDARO STREE; , SU11 E 45 SAN R,AF4E:L, CALIFORNIA 9491.)
(41 5) 72'1-22;22 a FAX (41 5) 4W-1450
S R
C C
December 9, 2013
San Rafael City Council
City of San Rafael
PO Box 151560
San Rafael , CA. 94901
RE: San Rafael Corporate Center
Development Agreement and OPDDA Assignment
Dear City Council Members,
Attachment A
Seagate Properties Inc. and JP Morgan Asset Management Inc., through their affiliates SR Corporate Center
Phase One LLC and SR Corporate Center Phase Two LLC ("SRCC"), have entered into a purchase and sale
contract to sell the San Rafael Corporate Center to the lead tenant, BioMarin Pharmaceutical Inc.
("BioMarin"). The purpose of this letter is to provide a brief history of events that have led to our decision to
sell the campus and our request for your consent and approval of the transfer of all rights and interest under
the Owner Partition, Disposition and Development Agreement ("OPDDA") to BioMarin.
As you may recall, the second phase of the San Rafael Corporate Center was completed in early 2010 with
no tenant leases in place at the time of completion. In late 2011 a lease was signed for over 120,000 square
feet to house the world headquarters of BioMarin. This lease represents 75°,'o of the Phase II development and
approximately 40% of the entire SRCC office complex. BioMarin currently occupies 100% of 770 Lindaro
Street and approximately 50°10 of 790 Lindaro Street with a strong desire to occupy the entire campus. The
initial relocation from Novato to SRCC by BioMaria was commenced in September of 2012 and continues
today as its business continues to expand and grow. Due to the sustained annual growth of BioMarin and its
need to expand beyond the current leased premises, SRCC and BioMarin have agreed that both parties real
estate interests would be best served if BioMarin were to own the entire SRCC office complex in order to
control its future growth needs. Given its current investment and commitment to SRCC, BioMarin wants the
assurance that its continued office space growth needs will be met in San Rafael as opposed to looking to
alternative locations. Please note that there are no proposed revisions to the existing use permits and there
will be no change in the use of the conununity confereaice facilities, surface parking lots or access to'Malion
Creek.
The direct economic impact on the local retail stores, restaurants and service providers due to the relocation
of Biolvlarin to downtown San Rafael has already proven to be a substantial benefit to our community.
BioMarin currently houses over 300 employees in San Rafael and this number continues to grow daily as
their business expands. The SRCC location has provided the added benefits of increasing its ability to recruit
and retain qualified personnel, provide convenient access for its team members commuting from all
directions around the Bay Area through a variety of transportation modalities as well as convenient walking
access to the rnanv restaurant and retail amenities offered in downtown San Rafael. The much anticipated
at -rival of the SMART train will only serve to enhance and complement these excellent attributes of out-
downtown
urdowntown location. For these. and many other reasons, BioMarin is committed to its long term residence in
this location as a vibrant and proud member of the San Rafael business community. Upon completion of their
50 LINDAR0 STREET, SUITE 145 SAN RAFAEL, (ALIEORN[A 94901
(41 5` 72 1 ?22 2 FAX s4' 5`r 4571--1450
purchase of SRCC, their pride of ownership will only serve to deepen their long term commitment to
downtown San Rafael.
By way of background, BioMarin is a multinational commercial biopharmaceutical company with expertise
in research, regulatory affairs, manufacturing and global commercial development. Since its founding in
1997, BioMarin has grown rapidly to become one of the largest private employers in Marin County.
The company focuses on developing first -in -class or best -in -class therapeutics that provide meaningful
advances to patients who live with serious and life-threatening rare genetic diseases. These patient
populations are mostly children, suffering from diseases so rare, that the entire patient population can number
as few as 1,000 people worldwide. These conditions are often inherited, difficult to diagnose, progressively
debilitating, have few, if any, treatment options and are usually, ignored. BioMarin employees are inspired by
the patients they serve and are motivated to create treatments that can change the practice of medicine.
With respect to its financial position, BioMarin is has a strong balance sheet and a diverse revenue stream. It
has four approved products to treat rare diseases, which generate more than $500 million in sales. They
anticipate a fifth product approval by the first quarter of 2014 that has the potential to double its revenues at
peak sales. They also have five therapies in various stages of development fueling its steady growth. This
research and development is funded both with its substantial revenue and its cash reserves, which exceed $1
billion.
Both the ownership of SRCC and BioMarin are excited about the opportunity to complete this transaction
and the long term prospects for a financially strong, growing employer to own their corporate headquarters
campus in San Rafael. This outcome is consistent with the City of San Rafael's original vision of this site as
a corporate campus facility Nvith Fair lssac. We are very proud of our achievements at SRCC in having
developed it into the premier Class A office park in Marin County and we know that we will be passing this
legacy on to a most deserving, community minded corporate citizen in BioMarin. Representatives of both the
SRCC and BioMarin will be present at the City Council meeting and welcome the opportunity to answer any
further questions you may have.
We thank you in advance for your favorable consideration of this request
Sincerely, l
r`
I 10V
Willis K. Polite Jr.
San. Rafael Corporate Center��""
75) LINMC ,RO STREET, SUITE 145 SAN RAFAEL, C.ALTORMA 94301
i,41 51 7? �-2,; 22 F.AX ;41 5! 457 14'-)0