HomeMy WebLinkAboutED Continuing City Loans from Centertown Project at 855 C Street____________________________________________________________________________________
FOR CITY CLERK ONLY
Council Meeting: October 18, 2021
Disposition: Resolution 14986
Agenda Item No: 5.g
Meeting Date: October 18, 2021
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Economic Development
Prepared by: Danielle O’Leary,
Economic Development Director
City Manager Approval: ______________
TOPIC: CONTINUING CITY LOANS FROM CENTERTOWN PROJECT AT 855 C STREET
SUBJECT: RESOLUTION AGREEING TO ACCEPT A NEW $909,876 PROMISSORY NOTE FROM
CENTERTOWN II, LP, REPRESENTING THE REMAINING OBLIGATIONS UNDER
TWO OUTSTANDING PROMISSORY NOTES FROM CENTERTOWN ASSOCIATES,
LTD., AND RELATED MATTERS
RECOMMENDATION:
Adopt the attached resolution for the City: (i) to accept a new $909,876 promissory note from Centertown
II, LP, expected to be the new lessee of the City-owned real property at 855 C Street, San Rafael
(Centertown), representing the remaining obligations (including accrued interest) under two separate
promissory notes from current Centertown lessee Centertown Associates; (ii) with the new note to be
secured by a new leasehold deed of trust and accompanied by a new affordable housing regulatory
agreement; (iii) to cancel the existing promissory notes and terminate the existing security; and (iv)
authorizing the Mayor and/or City Manager to execute all documents reasonably required to carry out the
intent and purposes of the foregoing.
BACKGROUND:
On September 13 (staff report) and September 20, 2021 (staff report), the City Council adopted
Ordinance 2000, Approving and Authorizing the Mayor to Execute a Ground Lease of the Real Property
at 855 C Street, San Rafael (Centertown) to Centertown II, LP. The purpose of the Ordinance was to
provide BRIDGE/EAH the opportunity to re-syndicate and refinance the Centertown project to provide
flood improvements, ADA improvements, and other necessary ongoing maintenance. The Ordinance is
expected to become effective on October 20, 2021, and the new Centertown ground lease transaction is
scheduled to close on October 22, 2021.
ANALYSIS:
As part of the overall financing for this new Centertown transaction, the remaining amounts due the City
under two outstanding promissory notes from current lessee (Centertown Associates, Ltd.)—i) the entire
$631,000 (plus accrued interest) of original principal under an unsecured note to the City dated June 2,
2021; and (ii) the $219,982 in principal remaining (plus accrued interest) under a secured $303,000 note
originally to the San Rafael Redevelopment Agency dated August 20, 1990—are being combined into a
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
OAK #4845-4218-1374 v1
single new $909,876 Promissory Note from the new Centertown lessee, Centertown II, LP (“Centertown
II”). This new Note does not represent an advance of new City funds.
The new Promissory Note will bear interest at 1.74% per annum, compounded annually (the current long-
term Applicable Federal Rate), and be payable from the City’s prorata percentage of certain “Residual
Receipts” from the Centertown project (as defined in the new Note). The new Note term is 57 years. The
new Note will be secured by a new Leasehold Deed of Trust, and accompanied by a new affordable
housing Regulatory Agreement, both from Centertown II. The new Note, Leasehold Deed of Trust, and
Regulatory Agreement will all be substantially similar to the forms attached to this report. As with the
prior RDA secured Centertown notes, this new Note will be subordinated to larger loans from the project’s
senior lenders. The current $631,000 and $303,000 notes will be cancelled, and the current deed of trust
securing the $303,000 note will be released.
This new Note is only a small part of the overall Centertown transaction. The specific transactions
described in this report have been negotiated with numerous other parties, and are all closing conditions
to the new Centertown transaction.
FISCAL IMPACT:
City Council approval of the matters in this report is the final Council action required for the new
Centertown transaction.
There is no fiscal impact in adopting the proposed resolution. The City is entitled to receive $909,876,
plus interest at 1.74% per annum, over a 57-year period.
OPTIONS:
The City Council has the following options to consider on this matter:
1. Adopt the Resolution Agreeing to Accept a New $909,876 Promissory Note From Centertown II,
LP, Representing the Remaining Obligations Under Two Outstanding Promissory Notes From
Centertown Associates, Ltd., and Related Matters.
2. Pass the Resolution with modifications.
3. Direct staff to return with more information.
4. Take no action. (Options 2, 3, and 4 will delay and undermine the Centertown financing.
RECOMMENDED ACTION:
Adopt the Resolution Agreeing to Accept a New $909,876 Promissory Note from Centertown II, LP,
Representing the Remaining Obligations Under Two Outstanding Promissory Notes From Centertown
Associates, Ltd., and Related Matters.
ATTACHMENTS:
1. Resolution Agreeing to Accept a New $909,876 Promissory Note From Centertown Ii, LP,
Representing the Remaining Obligations Under Two Outstanding Promissory Notes from
Centertown Associates, Ltd., and Related Matters
2. Promissory Note (Centertown) in the principal amount of $909,876, dated October 22, 2022.
3. Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing
(Centertown)
4. Affordable Housing Regulatory Agreement
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OAK #4843-5114-6494 v1
RESOLUTION NO. 14986
RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AGREEING TO ACCEPT A NEW
$909,876 PROMISSORY NOTE FROM CENTERTOWN II, LP, REPRESENTING THE
REMAINING OBLIGATIONS UNDER TWO OUTSTANDING PROMISSORY NOTES
FROM CENTERTOWN ASSOCIATES, LTD., AND RELATED MATTERS
WHEREAS, the City of San Rafael, as successor housing agency to the former San Rafael
Redevelopment Agency (“SRRA”), is the fee owner of that certain approximately 0.98-acre lot at
855 C Street in downtown San Rafael (“Centertown Land”) on which the Centertown project is
located; and
WHEREAS, the City Council has adopted Ordinance 2000, Approving and Authorizing the
Mayor to Execute a Ground Lease of the Real Property at 855 C Street, San Rafael (Centertown)
to Centertown II, LP (Centertown II), in order to provide BRIDGE/EAH the opportunity to re-
syndicate and refinance the Centertown project to provide flood improvements, ADA
improvements, and other necessary ongoing maintenance; and
WHEREAS, the City currently holds two outstanding promissory notes from current
Centertown lessee Centertown Associates, Ltd. (“Centertown Ltd.): a $631,000 unsecured
promissory note, dated June 2, 2021, all of which (together with accrued interest) is outstanding;
and a $303,000 secured promissory note, dated August 20, 1990, of which $219,982 in principal
(plus accrued interest) is outstanding; and
WHEREAS, as part of the new Centertown transaction, it is proposed that the remaining
amounts under the two Centertown Ltd. notes be combined into a single new $909,876
Promissory Note from Centertown II, with the current notes being cancelled and the current deed
of trust securing the $303,000 note being released; and
WHEREAS, the new Promissory Note will: bear interest at 1.74% per annum, be payable
from the City’s prorata percentage of certain “Residual Receipts” from the Centertown project (as
defined in the new Note), have a term of 57 years, be secured by a new Leasehold Deed of Trust
and accompanied by a new affordable housing Regulatory Agreement, and be subordinated to
larger loans from the project’s senior lenders; and
WHEREAS, the foregoing matters, are all closing conditions to the new Centertown
transaction;
NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves, and
authorizes the Mayor and/or City Manager to take all actions required to accept a new $909,876
Promissory Note from Centertown II, LP; cause the new Promissory Note to be secured by a new
Leasehold Deed of Trust and accompanied by a new affordable housing Regulatory Agreement,
all substantially in the form included with the staff report for this Resolution; cancel the two current
$631,000 and $303,000 notes from Centertown Ltd.; and release the current deed of trust
securing the $303,000 note, all in a form subject to approval by the City Attorney;
AND BE IT FURTHER RESOLVED that the City Council hereby approves, and authorizes
the Mayor and/or City Manager to execute, all other documents reasonably required to carry out
the intent and purposes of the foregoing, in a form approved by the City Attorney.
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OAK #4843-5114-6494 v1
I, LINDSAY LARA, City Clerk of the City of San Rafael, hereby certify that the foregoing
resolution was duly and regularly introduced and adopted at a regular meeting of the City Council
held on the 18th day of October, 2021, by the following vote to wit:
AYES: COUNCILMEMBERS: Bushey, Hill, Kertz & Mayor Kate
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Llorens Gulati
LINDSAY LARA, City Clerk
PROMISSORY NOTE
(Centertown)
$909,876.00
San Rafael, California
October 22, 2021
FOR VALUE RECEIVED, CENTERTOWN ll, LP, a California limited partnership
("Borrower"), promises to pay to the order of the CITY OF SAN RAFAEL, a municipal
corporation ("Lender"), the principal sum of Nine Hundred Nine Thousand Eight Hundred
Seventy Six and 00/100tns Dollars ($909,876.00).
1. Borrower's Obligation. Loan. This promissory note ("Note") evidences
Borrower's obligation to pay the Lender the principal amount of Nine Hundred Nine Thousand
Eight Hundred Seventy Six and 00/100ths Dollars $909,876.00 (the "Loan"), representing (i)
Borrower's assumption of $631,000.00 in principal plus $12,095.00 accrued interest to date
under that certain Promissory Note (Centertown) dated June 2, 2021, originally from Centertown
Associates, Ltd. ("Prior Borrower") to Lender and (ii) Borrower's assumption of $219,982.00 in
remaining principal plus $46,799.00 in accrued interest to date under that certain Amended and
Restated Promissory Note in the original principal amount of $303,000.00, dated August 20,
1990 and amended May 6, 1991, originally from the Prior Borrower to the former
Redevelopment Agency of the City of San Rafael ("RDA"). Concurrently herewith, Lender, as
lessor ("Lessor"), and Borrower, as lessee ("Lessee"), are entering into a Ground Lease
(Centertown) (as may be further amended from time to time, "Ground Lease") on certain land
located at 855 C Street, San Rafael California ("Land"), currently improved with approximately
sixty (60) units of affordable housing (including one unrestricted manager's unit) and certain
accessory uses ("Development"), as to which the Loan relates.
(b) Security. This Note is secured by a Leasehold Deed of Trust with
Assignment of Rents and Security Agreement (the "Leasehold Deed of Trust") on the
"Property" (as defined therein), wherein Borrower is the Trustor and Lender is the Beneficiary.
2. Interest.The outstanding principal balance of this Note will bear interest at a
fixed rate of One and Seventy Four Hundredths percent (1.74°/x) per annum, compounded
annually.
3. No Assurnption.This Note is not assumable by the successors and assigns of
Borrower without the prior written consent of the Lender.
4. Term and Repayment Requirements.
(a) Term. The term of this Note ("Term") commences with the date of this
Note and expires on October 22, 2078 (the "Maturity Date").
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(b) Repayment.
(i) Annual Payments. Commencing June 1, 2024, and on each June
1 of each year thereafter during the Term, Borrower shall make repayments of the outstanding
principal and accrued interest on the Loan equal to the City's Prorata Percentage of Lenders'
Share of Residual Receipts (each as defined in Section 6) for the previous calendar year.
Payments made shall be credited first against accrued interest and then against outstanding
principal. Such annual payments shall be accompanied by the Borrower's report of Residual
Receipts (including an independent auditor's report regarding the auditor's review of Annual
Operating Expenses) (each as defined in Section 6). Borrower shall provide Lender with any
documentation reasonably requested by Lender to substantiate Borrower's determination of
Residual Receipts; provided, that so long as the County Home Loan is outstanding, Borrower
may satisfy its annual reporting obligations under this Subsection 4(b) by providing Lender with
whatever documentation is required by the terms of the County HOME Loan Agreement (each
as defined in Section 6).
(ii) Additionally, the principal and interest balance of the Loan is due
and payable in full upon the earlier to occur of: (i) the date of any Lessee assignment, transfer
or sublease of the Land or improvements thereon (each, a "Transfer") not authorized by the
Lessor or the Ground Lease (and a Transfer that does not require Lender consent under the
Ground Lease is deemed authorized), (ii) the date of any Default, or (iii) the Maturity Date.
(c) Right to Prepay. Borrower may prepay the Loan at any time without
premium or penalty.
5. Payment Terms.
(a) Borrower shall make all payments due under this Note in currency of the
United States of America, which at the time of payment is lawful for the payment of public and
private debts.
(b) All payments on this Note are to be paid to the Lender at City of San
Rafael City Hall, 1400 Fifth Avenue, San Rafael, CA 94901, Attn: Finance Department, or to
such other place as the Lender may from time to time designate.
(c) All payments on this Note are without expense to the Lender.
(d) Notwithstanding any other provision of this Note, if, for any reason
whatsoever, the payment of any sums by Borrower pursuant to the terms of this Note would
result in the payment of interest that exceeds the amount that the Lender may legally charge
under the laws of the State of California, then the amount by which payments exceed the lawful
interest rate will automatically be deducted from the principal balance owing on this Note, so
that in no event is Borrower obligated under the terms of this Note to pay any interest that would
exceed the lawful rate.
(e) By execution of this Note Borrower acknowledges and agrees, and by
acceptance of this Note Lender acknowledges and agrees, that the determination of "City
Prorata Percentage" and "Lenders' Share of Residual Receipts" (including other defined terms
required to define those terms) from time to time shall, to the greatest feasible extent, be
consistent with the methodology for determining "County Prorata Percentage" and "Lenders'
Share of Residual Receipts" (including other defined terms required to define those terms)
under the County HOME Loan Agreement, adjusted only to reflect the respective prorata
OAK #4814-9220-2482 02 2
percentages of each of Lender and the County. The applicable definitions of the County HOME
Loan Agreement shall control in the event of conflict with the applicable definitions in this Note.
6. Special Definitions. Subject to 5(e):
(a) "Annual Operating Expenses" with respect to a particular calendar year
(or if applicable shorter period) shall mean the following costs reasonably and actually incurred
for operation and maintenance of the Development, to the extent that they are consistent with
an annual independent audit performed by a certified public accountant using generally
accepted accounting principles and subject to the limits contained in the Approved Financing
Plan: (i) property taxes and assessments imposed on the Development; (ii) debt service and
associated fees (including but not limited to the HCD LPR monitoring fee, the City of San Rafael
monitoring fee, and the bond monitoring fee) currently due on a non -optional basis (excluding
debt service due from residual receipts or surplus cash of the Development) on the Approved
Financing or as otherwise approved by HCD; (iii) property management fees and
reimbursements, not to exceed fees and reimbursements which are standard in the industry,
and pursuant to a management contract approved by the County; (iv) premiums for property
damage and liability insurance; (v) any annual license or certificate of occupancy fees required
for operation of the Development; (vi) annual regulatory compliance monitoring fees; (vii)
security services; (viii) advertising and marketing costs; (ix) cash deposited into reserves for
capital replacements of the Development in the amount shown in the Approved Financing Plan
or such higher amount as to be approved by the County, or as otherwise approved by HCD; (x)
cash deposited into an operating reserve in an amount in the amount shown in the Approved
Financing Plan or such higher amount as to be approved by the County, as the same may
increase during the Term with the approval of the County, and annual operating budgets, but
with the operating reserve capped at six (6) months of gross rent from the Development (as
such rent may vary from time to time) solely for purposes of determining Annual Operating
Expenses; (xi) a partnership management fee and asset management fee in the amount shown
in the Approved Financing Plan, or as otherwise approved by HCD, or in such other amount
approved by the County; (xii) utility services not paid for directly by tenants, including without
limitation, water, sewer, and trash collection; (xiii) maintenance and repair, including but not
limited to, pest control, landscaping, grounds maintenance, painting and decorating, cleaning,
common systems repair, janitorial supplies and services; (xiv) social services fees and
expenses; (xv) annual audit fees, inspection fees, or monitoring fees required in relation to any
Approved Financing; (xvi) extraordinary operating costs specifically approved by the County in
its reasonable discretion; (xvii) payments of deductibles in connection with casualty insurance
claims not normally paid from reserves, the amount of uninsured losses actually replaced,
repaired or restored, and not normally paid from reserves, (xviii) reasonable accounting fees
and legal fees; (xix) payments of Deferred Developer Fee, if any; and (xxx) other ordinary and
reasonable operating expenses approved by the County in its reasonable discretion and not
listed above; or if different, as otherwise provided in the County HOME Loan Agreement.
Annual Operating Expenses shall exclude the following: depreciation, amortization, depletion or
other non-cash expenses or, any amount expended from a reserve account.
(b) "Approved Financing Plan" means the financing plan approved by the
County and provided to the Lender as of the date of this Note, attached to this Note as
Exhibit A, incorporated herein by this reference, as the same may be amended pursuant to the
County HOME Loan Agreement from time to time.
(c) "City Prorata Percentage" means the City's prorata percentage of the
Lenders' Share of Residual Receipts, resulting from dividing $850,982.00 (being the portion of
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the Loan represented by unpaid principal (rather than interest) of the prior loans included within
the Loan) by the amount of the Public Loans.
(d) "County" means the County of Marin.
(e) "County Loans" means (i) the County CDBG Loan to the Borrower in
the amount of $59,504.00, evidenced by that certain Amended and Restated Promissory Note
(Centertown- CDBG Loan) dated on or about the date hereof, (ii) the County HTF Loan to the
Borrower in the amount of $40,000.00, evidenced by that certain Amended and Restated
Promissory Note (Centertown- HTF Loan) dated on or about the date hereof, and (iii) the
County HOME Loan to the Borrower in the amount of $950,000.00, evidenced by that certain
Promissory Note (Centertown II- HOME Loan) dated on or about the date hereof ("County
HOME Loan").
(f) "County Loan Documents" means the promissory notes included in the
definition of County Loan, together with the HOME Investment Partnerships Act Loan
Agreement (Centertown II- HOME Loan) between the County and Borrower dated on or about
the date hereof ("County HOME Loan Agreement"), the Regulatory Agreement and
Declaration of Restrictive Covenants (Centertown II- HOME Loan) between the County and
Borrower dated on or about the date hereof, and the Amended and Restated Leasehold Deed of
Trust With Assignment of Rents, Security Agreement, and Fixture Filing (Centertown II- CDBG
Loan), the Amended and Restated Leasehold Deed of Trust With Assignment of Rents, Security
Agreement, and Fixture Filing (Centertown II- HTF Loan), and the Leasehold Deed of Trust With
Assignment of Rents and Security Agreement (Centertown II - HOME Loan), all from Borrower
as trustor to the County as beneficiary, dated on or about the date hereof, all as amended from
time to time.
(g) "Gross Revenue" for each particular calendar year (or if applicable
shorter period) shall mean all revenue, income, receipts, and other consideration actually
received by Borrower from operation and leasing of the Development. Gross Revenue includes,
but is not limited to: (i) all rents, fees and charges paid by tenants, payments or other rental
subsidy payments received for the dwelling units, deposits forfeited by tenants, all cancellation
fees, price index adjustments and any other rental adjustments to leases or rental agreements
resulting in actual income to Borrower; (ii) the proceeds of business interruption or similar
insurance; (iii) any payment received in consideration for the leasing or other use of any portion
of the Development; (iv) subject to the rights of senior lenders, the proceeds of casualty
insurance to the extent not utilized to repair or rebuild the Development (or applied toward the
cost of recovering such proceeds); (v) subject to the rights of senior lenders, condemnation
awards for a taking of part or all of the Development for a temporary period; or if different, as
otherwise provided in the County HOME Loan Agreement.
Gross Revenue shall exclude tenants' security deposits, loan proceeds, capital contributions or
other similar advances.
(h) "HCD" means the California State Department of Housing and
Community Development.
(i) "Lenders' Share of Residual Receipts" means fifty percent (50%) of
the Residual the Lender's proportionate share of Residual Receipts.
(j) "Public Loans" means $850,982.00, plus the amounts of the County
Loans and LPR Loan Amount for Pro Rata Calculation.
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(k) "LPR Loan Amount for Pro Rata Calculation" means the Loan
Portfolio Restructuring Loan to the Borrower with the original principal in the amount of
$1,722,662.00.
(1) "Residual Receipts" in a particular calendar year (or if applicable shorter
period) shall mean the amount by which Gross Revenue exceeds Annual Operating Expenses.
7. Other Covenants.
(a) Financing Plan. Borrower shall provide Lender with copies of all updates,
revisions and modifications to the Approved Financing Plan from time to time promptly following
each applicable update, revision and modification, together with a written explanation thereof
and all other information reasonably requested by the County.
8. Default.
(a) Any of the following constitutes an event of default under this Note (each,
a "Default"):
(i) Any failure to pay, in full, any payment required under this Note,
within ten days of written notice that such payment is due; and
(ii) Failure of Borrower to duly perform, comply with, or observe any
of the conditions, terms, or covenants of this Note or Deed of Trust, and such failure or breach
having continued uncured for 30 days after receipt of written notice thereof from the Lender to
Borrower and its limited partner or, if the failure or default cannot be cured within 30 days,
Borrower shall not be in default so long as Borrower is diligently undertaking to cure such failure
and such cure is commenced within 30 days of such failure.
(b) Upon the occurrence of a Default, the entire unpaid principal balance,
together with all interest thereon, and together with all other sums then payable under this Note
will at the option of the Lender become immediately due and payable without further demand.
(c) Lender's failure to exercise the remedy set forth in Subsection 8(b) above
or any other remedy provided by law upon the occurrence of one or more of the foregoing
events of Default does not constitute a waiver of the right to exercise any remedy at any
subsequent time in respect to the same or any other Default. The acceptance by Lender hereof
of any payment which is less than the total of all amounts due and payable at the time of such
payment does not constitute a waiver of the right to exercise any of the foregoing remedies or
options at that time or at any subsequent time, or nullify any prior exercise of any such remedy
or option, without the express consent of the Lender, except as and to the extent otherwise
provided by law.
(d) Borrower's limited partner may, but shall not be obligated to, cure defaults
under this Note in the same manner as Borrower, and such cure shall be accepted or rejected
as if tendered by the Borrower.
9. Waivers.
(a) Borrower hereby waives diligence, presentment, protest and demand,
and notice of protest, notice of demand, and notice of dishonor of this Note. Borrower expressly
agrees that this Note or any payment hereunder may be extended from time to time, and that
OAK #4814-9220-2482 v12 5
the Lender may accept further security or release any security for this Note, all without in any
way affecting the liability of Borrower.
(b) Any extension of time for payment of this Note or any installment hereof
made by agreement by the Lender with any person now or hereafter liable for payment of this
Note shall not operate to release, discharge, modify, change or affect the original liability of
Borrower under this Note, either in whole or in part.
(c) The obligations of Borrower under this Note are absolute and Borrower
waives any and all rights to offset, deduct or withhold any payments or charges due under this
Note for any reason whatsoever'.
10. Non -Recourse. Payment and performance of the obligations set forth in the
Loan Documents shall be non-recourse to Borrower and Borrower's general and limited
partners, and Lender's sole recourse with respect to the Loan shall be the right to foreclose
under the Deed of Trust and other collateral forming part of the Loan Documents.
11. Miscellaneous Provisions.
(a) All notices to the Lender or Borrower shall be sufficiently given if and shall
not be deemed given unless dispatched by registered or certified mail, postage prepaid, return
receipt requested, or delivered by express delivery service, return receipt requested, or
delivered personally, to the principal office of the parties as follows:
Lender:
City of San Rafael
1400 Fifth Avenue, Room 202
San Rafael, CA 94901
Attn: Jim Schultz, City Manager
jim.schultz@cityofsanrafael.org
with copy to:
Borrower:
City of San Rafael
1400 Fifth Avenue, Room 202
San Rafael, CA 94901
Attn: Robert Epstein, City Attorney
rob.epstein@cityofsanrafael.org
Centertown II, LP
c/o BRIDGE Housing Corporation
600 California St #900
San Francisco, CA 94108
Attn: General Counsel
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and:
Centertown II, LP
EAH Inc.
22 Pelican Way
San Rafael, CA 94901
Attn: Welton Jordan
Chief Real Estate Development Officer
with copy to:
Goldfarb & Lipman LLP
1300 Clay Street, 11 th Floor
Oakland, CA 94612
Attention: Erica Williams Orcharton
and
Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, 64th Floor
Los Angeles, CA 90071
Attention: Nicole Deddens
and
NHT Equity, LLC
2245 North Bank Drive, Suite 200
Columbus, OH 43220
Attention: Asset Management
and
Kutak Rock LLP
1650 Farnam Street
Omaha, NE 68102
Attention: Jill H. Goldstein, Esq.
Such written notices, demands and communications may be sent in the same manner to
such other addresses as the affected party may from time to time designate as provided in this
Section. Receipt shall be deemed to have occurred on the date shown on a written receipt as
the date of delivery or refusal of delivery (or attempted delivery if undeliverable).
(b) Borrower promises to pay all costs and expenses, including reasonable
attorney's fees, incurred by the Lender in the enforcement of the provisions of this Note,
regardless of whether suit is filed to seek enforcement.
(c) This Note may not be changed orally, but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change, modification or discharge
is sought.
(d) This Note is governed by and construed in accordance with the laws of
the State of California.
OAK #4814-9220-2482 v12 7
(e) The times for the performance of any obligations hereunder are strictly
construed, time being of the essence.
(f) This Note contains the entire agreement between the Lender and
Borrower as to the Loan. This Note may not be modified except upon the written consent of the
Lender and Borrower.
[Signatures on following page]
OAK #4814-9220-2482 v12 8
IN WITNESS WHEREOF, Borrower has caused this Note to be executed and delivered
on the date set forth above.
CENTERTOWN II, LP, a California limited
partnership
By Centertown II, LLC,
a California limited liability company, its
managing general partner
By: BRIDGE Housing Corporation,
a California nonprofit public benefit
corporation, its managing member
,a
By:
Executive Vice President
By: EAH Inc.,
a California nonprofit public benefit
corporation, its managing member
By: VWr
V�
Welton Jordan,
Assistant Secretary and Chief Real
Estate Development Officer
EXHIBIT A
APPROVED FINANCING PLAN
See Bridge — Centertown Resyndication, by Community Economics,
dated September 15, 2021, attached hereto.
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Recorded at the Request of
Old Republic Title Company -
Oakland
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of San Rafael
City of San Rafael City Hall,
Rm 2092
1400 Fifth Avenue, San
Rafael, CA 94901
Attention: City Manager
111111 IIII IIIII IIIII IIII IIIII IIIII IIIII Illil IIIII IIIII IIIII IIII IIII
2021-0065579
Recorded
Official Records
County of
Marin
SHELLY SCOTT
Assessor -Recorder
County Clerk
11:11AM 29 -Oct -2021
REC FEE 0.00
CONFORMED COPY 0.00
3C
Page 1 of 15
EXEMPT FROM RECORDING FEES
PER GOVERNMENT CODE §§6103,
27383
i
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
APN 011-254-19
LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
(CENTERTOWN)
This LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING ("Deed of Trust") is made as of October 22, 2021, by
CENTERTOWN II, LP, a California limited partnership, ("Trustor"), whose address is c/o
BRIDGE Housing Corporation, 600 California St #900, San Francisco, CA 94108, Attn: General
Counsel and C/o EAH Inc., 22 Pelican Way, San Rafael, CA 94901, Attn: Welton Jordan Chief
Real Estate Development Officer, to Old Republic Title Company ("Trustee"), for the benefit of
the CITY OF SAN RAFAEL, a municipal corporation, ("Beneficiary"), whose address is City of
San Rafael City Hall, 1400 Fifth Avenue, San Rafael, CA 94901, Attention City Manager.
Trustor irrevocably grants, conveys, transfers and assigns to Trustee in trust, with power
of sale and right of entry and possession, all of Trustor's right, title and interest now owned or
hereafter acquired in and to its (i) leasehold interest in the land and (ii) the fee interest in the
improvements thereon of that certain real property in Marin County, California, described on
Exhibit A attached hereto and incorporated herein by this reference, together with all buildings,
structures and improvements now existing or hereafter constructed thereon (the
"Improvements") and all other property and interests of any kind or character which may be
reasonably necessary or desirable to promote the present and future beneficial use and
enjoyment of such real property and improvements (the "Property").
1. Secured Obligations. Trustor makes the grant, conveyance, transfer and assignment
herein for the purpose of securing the following obligations (the "Secured Obligations"): (i) all
obligations of Trustor to Beneficiary under the Promissory Note of even date herewith, in the
original principal amount of $909,876.00, executed by Trustor in favor of Beneficiary or order
(the "Note"); (ii) all present and future obligations of Trustor to Beneficiary under the Loan
Documents (as defined in the Addendum defined below); (iii) all present and future obligations
of Trustor to Beneficiary under the Addendum to Deed of Trust in favor of Beneficiary dated of
even date attached hereto and incorporated herein by this reference ("Addendum"); (iv) all V
additional present and future obligations of Trustor to Beneficiary under any other agreement or
instrument acknowledged by Trustor (whether existing now or in the future) which states that it
is or such obligations are, secured by this Deed of Trust; (v) all obligations of Trustor to
Beneficiary under all modifications, supplements, amendments, renewals, or extensions of any
OAK #4814-5348-5809 v8
of the foregoing, whether evidenced by new or additional documents; and (vi) reimbursement of
all amounts advanced by or on behalf of Beneficiary to protect Beneficiary's interests under this
Deed of Trust or any other Loan Document as such may be modified, supplemented, amended,
renewed or extended.
2. Maintenance and Repair. Trustor shall (i) keep the Property in good condition
and repair and not remove or demolish any building; (ii) complete or restore promptly and in
good and workmanlike manner any building which may be constructed, damaged or destroyed;
(iii) pay when due all claims for labor performed and materials furnished; (iv) comply with all
laws affecting the Property or requiring any alterations or improvements to be made; (v) not
commit or permit waste; and (vi) cultivate, irrigate, fertilize, fumigate, prune and do all other acts
which from the character or use of the Property may be reasonably necessary.
3. Insurance. Trustor shall maintain hazard insurance against loss by fire, hazards
included with the term "extended coverage," and any other hazards for which Beneficiary
requires insurance, and liability insurance. The insurance carrier and the insurance policies and
amounts of coverage shall be acceptable to Beneficiary, the policies shall name Beneficiary as
a loss payee or an additional insured, as applicable, the policies shall include Beneficiary as an
additional insured, as applicable, and shall require 30 days' prior notice to Beneficiary before the
policy is modified or terminated.
4. Defense of Security. Trustor shall appear in and defend any action or
proceeding purporting to affect the security or the rights or powers of Beneficiary or Trustee.
Trustor shall pay all costs and expenses, including costs of evidence of title and attorneys' fees,
in any such action or proceeding in which Trustee or Beneficiary may appear, and in any suit
brought by Beneficiary to foreclose this Deed of Trust.
5. Payment of Taxes and Liens_ . Trustor shall pay (i) at least ten days before
delinquency, all taxes and assessments affecting the Property, including water stock
assessments; (ii) when due, all encumbrances, charges and liens, with interest, on the Property,
which are or appear to be prior or superior to this Deed of Trust; and (iii) upon demand all costs,
fees and expenses of this Deed of Trust. If Trustor fails to make any payment or to do any act
provided for in this Deed of Trust, then Beneficiary or Trustee may, without obligation to do so,
and with or without notice to or demand upon Trustor, and without releasing Trustor from any
obligation under this Deed of Trust: (w) make or do the same in such manner and to such
extent as either may deem necessary to protect the security, Beneficiary or Trustee being
authorized to enter upon the Property for such purposes; (x) appear in or commence any action
or proceeding purporting to affect the security, or the rights or powers of Beneficiary or Trustee;
(y) pay, purchase, contest or settle any encumbrance, charge or lien which in the judgment of
either appears to be senior to this Deed of Trust; and (z) in exercising any such powers, pay
allowable expenses, including attorneys' fees.
6. Reimbursement of Costs. Trustor shall pay upon demand all sums expended
by Beneficiary or Trustee provided for in this Deed of Trust or allowed by law, with interest from
date of expenditure calculated at the rate of 10% per annum, compounded annually, or the
maximum rate allowed by law.
7. No Waiver. By accepting payment of any sum after its due date, Beneficiary
does not waive its right either to require prompt payment when due of all other sums or declare
a default for failure to pay.
2
OAK #4814-5348-5809 v8
8. Reconveyance. That upon written request of Beneficiary stating that all sums
secured hereby have been paid or forgiven, and upon surrender of this Deed of Trust and the
Note to Trustee for cancellation and retention or other disposition as Trustee in its sole
discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty,
the property then held hereunder. The recitals of such reconveyance of any matters or facts
shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be
described as "the person or persons legally entitled thereto."
9. Assignment of Rents. Trustor hereby absolutely and unconditionally assigns to
Beneficiary all of the rents, issues, profits, royalties, revenues, income and other benefits
(collectively, the "Rents") derived from the Property, whether now due, past due or to become
due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the
right, power and authority, but not the obligation, to collect the Rents, and to sue, either in the
name of Trustor or Beneficiary, for all such Rents and to apply the same to the indebtedness
secured hereby in such order as Beneficiary may determine in its sole discretion. This
assignment of Rents is intended to create and shall be construed to create an absolute
assignment to Beneficiary of all of Trustor's right, title and interest in the Rents. The foregoing
notwithstanding, so long as no event of default exists by Trustor in the payment of any
indebtedness secured hereby, or in any other covenant contained herein, or in said Note or in
any other document evidencing or securing such indebtedness, Trustor shall have the right to
collect all Rents from the Property and to retain, use and enjoy the same. Upon the occurrence
of such a default, and after prior written notice by Beneficiary to Trustor, Trustor shall have no
interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents
shall be received and held by Trustor in constructive trust for Beneficiary and delivered promptly
to Beneficiary, or to a court-appointed receiver for the Property, without the necessity for further
notice to, or demand upon, Trustor. Upon the occurrence of such a default and at any time
thereafter during the continuance thereof, Beneficiary may, at its option, send any tenant of the
Property a notice to the effect that: (i) a default has occurred; (ii) Beneficiary has elected to
exercise its rights under this assignment; and (iii) such tenant is thereby directed to thereafter
make all payments of Rents to or for the benefit of Beneficiary or as Beneficiary shall direct.
Any such tenant shall be entitled to rely upon any notice from Beneficiary and shall be protected
with respect to any payment of Rents made pursuant to such notice, irrespective of whether a
dispute exists between Trustor and Beneficiary with respect to the existence of a default or the
rights of Beneficiary hereunder. Any such tenant shall not be required to investigate or
determine the validity or accuracy of such notice or the validity or enforceability of this
assignment. Trustor hereby agrees to indemnify, defend and hold any such tenant harmless
from and against any and all losses, claims, damages or liabilities arising from or related to any
payment of Rents by such tenant made in reliance on and pursuant to such notice. Trustor's
obligations and Beneficiary's rights under this Section are subject to the requirements of holders
of senior liens (if any) permitted by the Loan Documents or the Ground Lease (as defined in the
Addendum).
10. Default and Foreclosure. Upon default by Trustor in payment or performance
of any Secured Obligation, Beneficiary may declare all sums secured immediately due and
payable by delivery to Trustee of a declaration of default and demand for sale and of a notice of
default and of a notice of sale, which notice Trustee shall cause to be filed for record.
Beneficiary also shall deposit with Trustee this Deed of Trust, the Note and all documents
evidencing expenditures secured by this Deed of Trust. Upon default of any obligation secured
by this Deed of Trust and acceleration of all sums due, Beneficiary may instruct Trustee to
proceed with a sale of the Property under the power of sale granted in this Deed of Trust,
noticed and held in accordance with California Civil Code Sections 2924, et seq., as such
3
OAK #4814-5348-5809 v8
statutes may be amended from time to time. Trustor waives all rights it may have to require
marshaling of assets or to require sales of assets in any particular order, including any rights
under California Civil Code Sections 2899 and 3433. The Trustor's limited partner may, but
shall not be obligated to, cure defaults hereunder in the same manner as Borrower.
11. Substitution of Trustee. Beneficiary, or any successor in ownership of any
indebtedness secured hereby, may from time to time, by instrument in writing, substitute a
successor or successors to any Trustee named herein or acting hereunder, which instrument
executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of
the county or counties where the Property is situated, shall be conclusive proof of proper
substitution of such successor Trustee or Trustees, who shall, without conveyance from the
Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument
must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and
page where this Deed of Trust is recorded and the name and address of the new Trustee.
12. Successors and Assigns. This Deed of Trust applies to, inures to the benefit
of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors,
successors and assigns. The term "Beneficiary" shall mean the owner and holder, including
pledgees, of the Note whether or not named as Beneficiary herein.
13. Trustee Acceptance. Trustee accepts this trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law. Trustee is not
obligated to notify any party hereto of pending sale under any other deed of trust or of any
action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by
Trustee.
14. Further Assurances. Trustor shall, at its own cost and expense, do, execute,
acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages,
assignments, notices of assignments, transfers, and assurances as Trustee or Beneficiary shall
from time to time require, for better assuring, conveying, assigning, transferring, and confirming
unto Trustee the Property and rights hereby conveyed or assigned or intended now or hereafter
so to be, or which Trustor may be or may hereafter become bound to convey or assign to
Trustee, or for carrying out the intention or facilitating the performance of the terms of this Deed
of Trust, or for filing, registering, or recording this Deed of Trust. Trustor shall, on demand,
execute and deliver, and hereby authorizes Trustee and Beneficiary, or either of them, to
execute in the name of Trustor, to the extent it may lawfully do so, one or more financing
statements, chattel mortgages, or comparable security instruments, to evidence more effectively
the lien hereof. Immediately upon the execution and delivery of this Deed of Trust, and
thereafter from time to time, Trustor shall cause this Deed of Trust, and any security instruments
creating a lien or evidencing the lien hereof upon any personal property and each instrument of
further assurance, to be filed, registered, or recorded in such manner and in such places as may
be required by any present or future law in order to publish notice of and fully to protect the lien
hereof upon, and the title of Trustee to, the Property encumbered hereby.
15. Condemnation and Insurance Proceeds. Immediately upon obtaining
knowledge of the institution of any proceedings for the condemnation or other taking of all or
any portion of the Property, or knowledge of any casualty damage to the Property, or damage in
any other manner, Trustor shall immediately notify Beneficiary thereof. Trustor hereby
authorizes and empowers Beneficiary as attorney-in-fact for Trustor to make proof of loss, to
adjust and compromise any claim under the insurance policies covering the Property, to appear
in and prosecute any action arising from such insurance policies; to collect and receive
4
OAK #4814-5348-5809 v8
insurance proceeds, and to deduct therefrom Beneficiary's expenses incurred in the collection
of such proceeds; provided, however, that nothing contained in this Section shall require
Beneficiary to incur any expense or take any action hereunder. Trustor hereby authorizes and
empowers Beneficiary, at Beneficiary's option, as attorney-in-fact for Trustor, to commence,
appear in and prosecute, in Beneficiary's or Trustor's name, any action or proceeding relating to
any condemnation or other taking of all or any part of the Property, whether direct or indirect,
and to settle or compromise any claim in connection with such condemnation or other taking.
The proceeds of any award payment or claim for damages, direct or consequential, in
connection with any condemnation or other taking, whether direct or indirect, of the Property, or
any part thereof, or for conveyances in lieu of the Property, or any part thereof, shall be paid to
Beneficiary. The foregoing powers of attorney are coupled with an interest and are irrevocable.
Trustor hereby authorizes Beneficiary to apply such awards, payments, proceeds or damages
relating to condemnation of the Property and insurance covering the Property, after the
deduction of Beneficiary's expenses incurred in the collection of such amounts, at Beneficiary's
option, subject to the requirements of applicable law and the provisions hereof, to restoration or
repair of the Property or to payment of the sums secured by this Deed of Trust. Beneficiary
shall be under no obligation to question the amount of any compensation, awards, proceeds,
damages, claims, rights of action, and payments relating to condemnation or other taking of the
Property or insured casualty affecting the Property, and may accept the same in the amount in
which the same shall be paid. Trustor shall execute such further evidence of assignment of any
awards, proceeds damages or claims arising in connection with such condemnation or taking or
such insurance as Beneficiary may require. Trustor's obligations and Beneficiary's rights under
this Section are subject to the requirements of holders of senior liens (if any) permitted by the
Loan Documents or the Ground Lease.
16. Severability. If any one or more of the provisions contained in this Deed of Trust
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provisions of this Deed of Trust,
but this Deed of Trust shall be construed as if such invalid, illegal, or unenforceable provision
had never been contained herein or therein, but only to the extent of such invalidity.
17. Estoppel Certificate. Trustor shall, within ten days of a written request from
Beneficiary, furnish Beneficiary with a written statement, duly acknowledged, setting forth the
sums secured by this Deed of Trust and any right of set-off, counterclaim or other defense
which exists against such sums and the obligations of this Deed of Trust.
18. California Uniform Commercial Code Security Agreement; Fixture Filin .
Trustor hereby grants Beneficiary a security interest in all personal property of Trustor located
on the Property and wherever located and used in any way in connection with or in any way
relating to the Property, and whether now owned or hereafter in existence, acquired or created
(including equipment, inventory, goods, documents, instruments, general intangibles, chattel
paper, accounts and deposit accounts), and all fixtures of Trustor now owned or hereafter in
existence, acquired or created on, of or relating to the Property, and all substitutions,
replacements, additions, accessions and proceeds (including insurance proceeds) of all of the
foregoing (collectively, the "Personal Property"). Beneficiary may file this Deed of Trust, or a
reproduction hereof, in the real estate records or other appropriate index, as a financing
statement for the Personal Property. Any reproduction of this Deed of Trust or of any other
security agreement or financing statement shall be sufficient as a financing statement. In
addition, Trustor shall execute and deliver to Beneficiary, upon Beneficiary's request, any
financing statements, as well as extensions, renewals and amendments thereof, and
reproductions of this Deed of Trust in such form as Beneficiary may require to perfect a security
5
OAK #4814-5348-5809 v8
interest with respect to the Personal Property. Trustor shall pay all costs of filing such financing
statements and any extensions, renewals, amendments and releases thereof, and shall pay all
reasonable costs and expenses of any record searches for financing statements Beneficiary
may reasonably require. Without the prior written consent of Beneficiary, Trustor shall not
create or suffer to be created pursuant to the California Uniform Commercial Code any other
security interest in the Personal Property. Upon Trustor's breach of any covenant or agreement
of Trustor contained in this Deed of Trust, including the covenants to pay when due all sums
secured by this Deed of Trust, Beneficiary shall have the remedies of a secured party under the
California Uniform Commercial Code and, at Beneficiary's option, may also invoke any
remedies provided in this Deed of Trust as to the Personal Property. In exercising any of such
remedies, Beneficiary may proceed against the Property and any of the Personal Property
separately or together and in any order whatsoever, without in any way affecting the availability
of Beneficiary's remedies under the California Uniform Commercial Code or the remedies
provided in the Deed of Trust. This Deed of Trust also covers goods which are or which are to
become fixtures on the Property and constitutes and is filed as a fixture filing under the
California Uniform Commercial Code.
19. Due -On -Sale or Encumbrance. If all or any part of the Property, or any interest
therein, or any beneficial interest in the general partner of Trustor (if Trustor is not a natural
person or persons but is a corporation, partnership, trust, limited liability company or other legal
entity), is sold, transferred, mortgaged, assigned, pledged, or further encumbered, whether
directly or indirectly, whether voluntarily or involuntarily or by operational law, except as
otherwise permitted by the Loan Documents or Ground Lease, Beneficiary may, at Beneficiary's
option, declare all of the sums secured by this Deed of Trust to be immediately due and
payable, and Beneficiary may invoke any remedies permitted by this Deed of Trust.
20. Non -Recourse. Payment and performance of the obligations set forth in the Loan
Documents shall be non-recourse to Borrower and Borrower's general and limited partners, and
the Lender's sole recourse with respect to the Loan shall be the right to foreclose under the Deed
of Trust and other collateral forming part of the Loan Documents.
21. Partial Subordination to Section 42 Extended Use Commitment.
Notwithstanding anything herein to the contrary, if the Lender takes title to the Property through
foreclosure or deed of lieu of foreclosure, the Property shall remain subject to the provisions of
Section 42(h)(6)(E)(ii) of the Internal Revenue Code or any similar successor provision of the
Code. This section shall apply notwithstanding the order of recording of any of the Loan
Documents and the TCAC Extended Use Commitment, executed in connection with the
allocation of federal low income housing tax credits to the Trustor for the Property pursuant to
Section 42 of such Code.
22. Permitted Transfers. The Lender consents to those purchase options and
rights of first refusal in favor of the general partner of Trustor or its designee which are set forth
in Trustor's partnership agreement, as well as (provided that Lender receives at least 30 -days
prior written notice thereof) transfers of any of Trustor's limited partner interests to affiliates of
the Trustor's limited partner in which the limited partner serves as general partner, managing
member or directly or indirectly controls the general partner or managing member, and agrees
that transfer of title to the Property in accordance therewith shall not constitute a default under
the Loan Documents, provided that Trustor gives Lender at least 30 days prior written notice of
such transfer, accompanied by documentation reasonably requested by Lender and contact
information for such transferee, and provided that the transferee agrees to assume the duties
101
OAK #4814-5348-5809 v8
and obligations of the Trustor respecting the Loan on the same terms as those imposed on the
Trustor.
The undersigned Trustor requests that a copy of any Notice of Default and of any Notice
of Sale hereunder be mailed to Trustor at Trustor's address hereinbefore set forth.
[SIGNATURE PAGE FOLLOWS]
7
OAK #4814-5348-5809 v8
October 22, 2021
TRUSTOR:
CENTERTOWN II, LP,
a California limited partnership
By Centertown II, LLC,
a California limited liability company, its
managing general partner
By: BRIDGE Housing Corporation,
a California nonprofit public benefit
corporation, its Wnaging member
By:
Sm es a ri, `
Executive Vice President
By: EAH Inc.,
a California nonprofit public benefit
corporation, its managing member
By: L�A �' --3�
Welton Jordan,
Assistant Secretary and Chief
Real Estate Development Officer
City Deed of Trust Signature Page
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ALAMEDA
On October 18, 2021, before me, Joshua Lim, Notary Public, personally appeared Smitha
Seshadri, who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
JOSHUA T. Lim
_ Notary Public - California
Alameda County
Commission a 2353433
JSSS '~ My Cort'T. Ex7i'� Ma' 30. 2025 Y
Name: Joshua Lim
Notary Public
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ALAMEDA
On October 18, 2021, before me, Joshua Lim, Notary Public, personally appeared Welton
Jordan, who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
soSnuAT. WM
matmy P Pik • eadf1whia
AtAMOdd EtsuRtj
Uffi 1"100 0 1343-Ii3
M torr: It V&%PAO id -141%
All4
Name: Joshua L'
Notary Public
EXHIBIT A
LEGAL DESCRIPTION
PARCEL One:
All the lands shown upon that certain Map entitled, "Map of Centertown, an Air -Space
Condominium", filed for record on December 13, 1983 in Volume 18 of Maps, at Page 98, Marin
County Records.
PARCEL One -A:
Beginning at a point on the Westerly line of "C" Street distant thereon 109 feet and 8 inches
Northerly from the intersection of said Westerly line of "C" Street and the Northerly line of
Second Street, said point of beginning being the Southeast corner of that Lot conveyed by
Loretta Ceaser to John Mirata by Deed recorded in Book 165 of Deeds, at Page 269, running
thence Westerly at a right angle to "C" Street and along the Southerly line of the Lot so
conveyed by Ceaser to Mirata 150 feet; thence Southerly at a right angle 42 feet; thence
Easterly at a right angle 150 feet to the Westerly line of "C" Street thence Northerly along the
said line of "C" Street 42 feet to the point of beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
The above Parcels being all the lands, as shown upon that Parcel Map entitled, "Parcel Map
Being a Reversion to Acreage of Lands of San Rafael Redevelopment Agency as described in
Doc. No. 89-0044735 and Doc. No. 89-0069342 Marin County Records Portion Block 15 'Map of
Townsite of San Rafael' recorded in Rack 1, Pull 4, Marin County Records, San Rafael, Marin
County, California", filed for record August 1, 1990 in Volume 24 of Parcel Maps, at Page 92,
Marin County Records.
Excepting therefrom:
All the buildings, structures and other improvements including the building fixtures therein,
which are and shall remain real property, now or hereafter located on and permanently
annexed to or on the land hereinafter described in PARCEL One and PARCEL One -A above.
PARCEL One -B:
A Non-exclusive right to use six (6) Parking Spaces, as set forth in that certain Declaration of
Restrictions executed by the Redevelopment Agency of the City of San Rafael, a public body,
corporate and politic, recorded September 11, 1990 as Recorder's Serial No. 90-53574, Marin
County Records.
PARCEL Two:
All the buildings, structures and other improvements including the building fixtures therein,
which are and shall remain real property, now or hereafter located on and permanently
annexed to or on the land hereinafter described.
A) All the lands shown upon that certain map entitled, Map of Centertown, an Air -Space
Condominium filed for record December 13, 1983 in Volume 18 of Maps, at Page 98, Marin
County Records.
B) Beginning at a point on the Westerly line of "C" Street Distant thereon 109 feet and 8 inches
Northerly from the intersection of said Westerly line of "C" Street and the Northerly line of
Second Street, said point of beginning being the Southeast corner of that lot conveyed by
Loretta Ceaser to John Mirata by Deed recorded in Book 165 of Deeds, Page 269, running
thence Westerly at a right angle to "C" Street and along the Southerly line of the Lot so
conveyed by Ceaser to Mirata 150 feet; thence Southerly at a right angle 42 feet; thence
Easterly at a right angle 150 feet to the Westerly line of "C" Street thence Northerly along the
said line of "C" Street 42 feet to the point of beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
The above Parcels being all the lands, as shown upon that Parcel Map entitled, "Parcel Map
Being a Reversion to Acreage of Lands of San Rafael Redevelopment Agency as described in
Doc. No. 89-0044735 and Doc. No. 89-0069342 Marin County Records Portion Block 15 'Map of
Townsite of San Rafael' recorded in Rack 1, Pull 4 Marin County Records, San Rafael, Marin
County, California", filed for record August 1, 1990 in Volume 24 of Parcel Maps, at Page 92,
Marin County Records.
APN:011-254-19
Exhibit A - Page 2
ADDENDUM TO DEED OF TRUST,
ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING
This ADDENDUM TO DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING is made a part of that certain Deed of Trust, Assignment
of Rents, Security Agreement and Fixture Filing (the "Deed of Trust") dated as of October 22,
2021, executed by CENTERTOWN II, LP, a California limited partnership, as Trustor, in favor of
CITY OF SAN RAFAEL, a municipal corporation, as Beneficiary.
1. Loan Documents. The "Loan Documents" are the following, as modified from time to
time:
(a) Note
(b) Deed of Trust
2. Ground Lease. The Ground Lease is that certain Ground Lease (Centertown) between
Trustor, as lessee and Beneficiary, as lessor, dated October 22, 2021, on the land to which the
Property relates, as it may be amended from time to time.
3. Hazardous Materials.
(a) Special Representations and Warranties. Without in any way limiting the other
representations and warranties set forth in the Deed of Trust, and after reasonable investigation
and inquiry, Trustor hereby specially represents and warrants to Trustor's knowledge as of the
date of this Deed of Trust as follows:
(i) Except as described in the Ground Lease or previously disclosed to
Beneficiary, the Property is not and has not been a site for the use, generation,
manufacture, storage, treatment, release, threatened release, discharge, disposal,
transportation or presence of any Hazardous Materials. "Hazardous Materials" means
any substance, material or waste which is or becomes regulated by any federal, state or
local governmental authority, and includes without limitation (i) petroleum or oil or gas or
any direct or indirect product or by-product thereof; (ii) asbestos and any material
containing asbestos; (iii) any substance, material or waste regulated by or listed (directly
or by reference) as a "hazardous substance", "hazardous material", "hazardous waste",
"toxic waste", "toxic pollutant", "toxic substance", "solid waste" or "pollutant or
contaminant" in or pursuant to, or similarly identified as hazardous to human health or
the environment in or pursuant to, the Toxic Substances Control Act [15 U.S.C. Section
2601, et seq.]; the Comprehensive Environmental Response, Compensation and
Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation
Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and
Recovery Act [42 U.S.C. Section 6901, et seq.], the Federal Water Pollution Control Act
[33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the
California Underground Storage of Hazardous Substances Act [California Health and
Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act
[California Health and Safety Code Section 25300, et seq.], the California Hazardous
Waste Act [California Health and Safety Code Section 25100, et seq.], the California
Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code
Section 25249.5, et seq.], and the Porter -Cologne Water Quality Control Act [California
Addendum -1
OAK #4814-5348-5809 v8
Water Code Section 13000, et seq.], as they now exist or are hereafter amended,
together with any regulations promulgated thereunder; (iv) any substance, material or
waste which is defined as such or regulated by any "Superfund" or "Superlien" law, or
any Environmental Law; or (v) any other substance, material, chemical, waste or
pollutant identified as hazardous or toxic and regulated under any other federal, state or
local environmental law, including without limitation, asbestos, polychlorinated biphenyls,
petroleum, natural gas and synthetic fuel products and by-products.
(ii) The Property is in compliance with all laws, ordinances and regulations
relating to Hazardous Materials ("Hazardous Materials Laws"), including, without
limitation: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the Federal
Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource
Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.;
the Comprehensive Environment Response, Compensation and Liability Act of 1980, as
amended (including the Superfund Amendments and Reauthorization Act of 1986,
"CERCLA"), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as
amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as
amended, 29 U.S.C. Section 651, the Emergency Planning and Community Right -to -
Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of
1977, as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, as
amended, 42 U.S.C. Section 300f et seq.; and all comparable state and local laws, laws
of other jurisdictions or orders and regulations.
(iii) There are no claims or actions ("Hazardous Materials Claims") pending
or threatened against Trustor or the Property by any governmental entity or agency or by
any other person or entity relating to Hazardous Materials or pursuant to the Hazardous
Materials Laws.
(b) Hazardous Materials Covenants. Trustor agrees as follows:
(i) Trustor shall not cause or permit the Property to be used as a site for the
use, generation, manufacture, storage, treatment, release, discharge, disposal,
transportation or presence of any Hazardous Materials.
(ii) Trustor shall comply and cause the Property to comply with all Hazardous
Materials Laws.
(iii) Trustor shall immediately notify Beneficiary in writing of: (i) the discovery
of any Hazardous Materials on, under or about the Property; (ii) any knowledge by
Trustor that the Property does not comply with any Hazardous Materials Laws; (iii) any
Hazardous Materials Claims; and (iv) the discovery of any occurrence or condition on
any real property adjoining or in the vicinity of the Property that could cause the Property
or any part thereof to be designated as Border Zone Property.
(iv) In response to the presence of any Hazardous Materials on, under or
about the Property, Trustor shall immediately take, at Trustor's sole expense, all
remedial action required by any Hazardous Materials Laws or any judgment, consent
decree, settlement or compromise in respect to any Hazardous Materials Claims.
(c) Inspection By Beneficia. Upon reasonable prior notice to Trustor, Beneficiary,
its employees and agents, may from time to time. (whether before or after the commencement of
Addendum 2
OAK #4814-5348-5809 v8
a nonjudicial or judicial foreclosure proceeding) enter and inspect the Property for the purpose
of determining the existence, location, nature and magnitude of any past or present release or
threatened release of any Hazardous Material into, onto, beneath or from the Property.
(d) Hazardous Materials Indemnity. Trustor hereby agrees to defend, indemnify and
hold harmless Beneficiary, its employees, agents, successors and assigns from and against any
and all losses, damages, liabilities, claims, actions, judgments, court costs and legal or other
expenses (including, without limitation, attorneys' fees and expenses) which Beneficiary may
incur as a direct or indirect consequence of the use, generation, manufacture, storage, disposal,
threatened disposal, transportation or presence of Hazardous Materials in, on, under or about
the Property. Trustor shall immediately pay to Beneficiary upon demand any amounts owing
under this indemnity, together with interest at the rate of 10% per annum. Trustor's duty and
obligations to defend, indemnify and hold harmless Beneficiary shall survive the release,
reconveyance or partial reconveyance of this Deed of Trust.
(e) Legal Effect of Section. Without limiting any of the remedies provided in this
Deed of Trust, Trustor acknowledges and agrees that each of the provisions in this Section 2 is
an environmental provision (as defined in Section 736(f)(2) of the California Code of Civil
Procedure) made by Trustor relating to real property security (the "Environmental
Provisions"), and that Trustor's failure to comply with any of the Environmental Provisions will
be a breach of contract that will entitle Beneficiary to pursue the remedies provided by Section
736 of the California Code of Civil Procedure ("Section 736") for the recovery of damages and
for the enforcement of the Environmental Provisions. Pursuant to Section 736, Beneficiary's
action for recovery of damages or enforcement of the Environmental Provisions shall not
constitute an action within the meaning of Section 726(a) of the California Code of Civil
Procedure or constitute a money judgment for a deficiency or a deficiency judgment within the
meaning of Sections 580a, 580b, 580d, or 726(b) of the California Code of Civil Procedure.
Notwithstanding any contrary provision contained herein, the obligations of Trustor under this
Section shall survive any foreclosure proceeding, any foreclosure sale, any delivery of a deed in
lieu of foreclosure, and any release or reconveyance of this Deed of Trust.
K
Trust -&s Initials
Addendum 3
OAK #4814-5348-5809 v8
Recorded at the Request of %Rsiiiiil�l�li�i�;i��ll���ii�il�iil�f.if
Old Republic Title C6mbany
Oakland 202 1-065� 1:2Ery �l��t�l`F�
try RECORDING REQUESTED BY: Recorded REQ FEE
O'ficial Records
County of � COMFORRIED COF'—T' G . U
Mann
SHELLY SC TT
WHEN RECORDED MAIL TO: ASS-Mor- Recorder
City of San Rafael C=ount;i aero
1400 Fifth Avenue, Room 202 11:07AK4 Paye i Gt 13
San Rafael, California 94901
Attn: City Manager
APN: 011-254-19 (space above for Recorder's use only)
No fee per GC27388.1; recorded in AFFORDABLE HOUSING REGULATORY AGREEMENT
connection with concurrent transfer
subject to imposition of
documentary transfer tax This Affordable Housing Regulatory Agreement (the "Agreement") is made this 22nd
day of October, 2021 by and between the City of the City of San Rafael, a municipal corporation
("City"), and Centertown II, LP, a California limited partnership ("Owner").
RECITALS
A. City is the owner of certain land ("Land") in the City. Owner is the owner of
certain improvements on the Land ("Improvements") and pursuant to the Ground Lease (as
defined below), has acquired a leasehold interest in the Land. Owner's leasehold in the Land,
together with the Improvements, is more particularly described in Exhibit A, is the
"Development."
B. Owner intends to operate the Development as an affordable housing project (the
"Project") comprised of a 60 unit (including one manager's unit) housing project (the
"Improvements"), located on the Development in the City of San Rafael.
C. As further consideration for City's agreement to lease the Land to Owner, and to
further the interests of City, Owner has agreed to enter into and record this Agreement. The
purpose of this Agreement is to regulate and restrict the occupancy, rents, operation, ownership,
and management of the Development and the Project for affordable housing and related uses.
The covenants in this Agreement are intended to run with the land and be binding on Owner and
its successors and assigns in the Development.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Owner and City hereby agree as follow:
A. Definitions.
The following terms have the meanings and content set forth in this section wherever used
in this Agreement or attached exhibits.
"Affordable Rent" means the total charges for rent and utilities to each Qualifying
Household as allowed based on household size, income level and unit size pursuant to Fair
Market Rents and Income Limits published annually by HUD.
"City" is the City of San Rafael.
"Development" is defined in Recital A.
"Ground Lease" means that certain Ground Lease (Centertown Project) between the
Affordable Housing Regulatory Agreement 1
OAK #4830-2085-7329 v12
City (as Landlord) and Owner (as Lessee), dated October 22, 2021 as memorialized by a
Memorandum of Ground Lease of the Development dated October 22, 2021, and recorded in the
Official Records of Marin County, California substantially concurrently herewith, as amended from
time to time.
"HUD" means the Federal Department of Housing and Urban Development, or successor.
"Lower Income Household" means a household whose annual income does not exceed
eighty percent (80%) of the Area Median Income as determined for the San Francisco, California
HUD Metro FMR Area annually by HUD and adjusted for household size.
In the event that such income determinations are no longer published by HUD, "Median
Income" shall mean the median gross yearly income for households in Marin County, as
published periodically by the California Department of Housing and Community Development
("HCD"). In the event that such income determinations are no longer published by HCD, or are
not updated for a period of at least eighteen months, Lessor shall provide Lessee with other
income determinations which are reasonably similar with respect to method of calculation to these
previously published by HCD or HUD.
"Owner" means Centertown II, LP, a California limited partnership, and its officers,
officials, directors, employees, agents and authorized representatives.
"Project" means the Units on the Development and any supportive services and
programs provided to tenants of the Development.
"Qualifying Household" means a household that qualifies as a Lower Income
Household.
"Restricted Units" is defined in C.1, below.
"TCAC" means the California Tax Credit Allocation Committee.
"Term" means the term of this Agreement described herein.
"Unit" means any one of the units in the Project.
B. OWNER'S OBLIGATIONS
1. Compliance With Ground Lease. Owner's actions with respect to the
Development shall at all times be in full conformity with all of the requirements of the Ground
Lease, including but not limited to the insurance requirements contained therein.
2. Use For Affordable Housing. Owner agrees that, at all times during the Term
of this Agreement, a minimum of 28 Units in the Project will be used as affordable housing for
Lower Income Households.
3. Term of Agreement. This Agreement shall commence upon completion of the
rehabilitation of the Project and shall remain in full force and effect for the entire term of the
Ground Lease, including that of any "New Lease" as defined therein.
C. OCCUPANCY AND RENTS
1. Occupancy Of Units. During the term of this Agreement, 28 Units in the Project
will be used as affordable housing for Lower Income Households ("Restricted Units").
Affordable Housing Regulatory Agreement
OAK #4830-2085-7329 v12
2. Tenant Selection. Owner shall adopt written tenant selection policies for the 28
Restricted Units that: (i) are reasonably related to program eligibility and the applicant's ability to
perform the obligations of the lease; (ii) are consistent with the purpose of providing housing for
Qualifying Households; and (iii) give prompt written notification to any rejected applicant of the
grounds for rejection.
3. Nondiscrimination. Owner shall not discriminate or segregate in the use,
enjoyment, occupancy, conveyance, lease, sublease, or rental of any units in the Project on the
basis of race, color, ancestry, national origin, religion, sex, sexual preference, age, marital status,
family status, source of income, physical or mental disability, Acquired Immune Deficiency
Syndrome (AIDS) or AIDS-related conditions (ARC), or any other arbitrary basis. Owner shall
include a statement in all advertisements, notices and signs for the availability of Units for rent to
the effect that Owner is an Equal Housing Opportunity Provider.
4. Income Certification and Increases In Tenant Income. Owner shall certify the
incomes of all prospective tenants in the Restricted Units prior to their initial occupancy of a Unit
and shall recertify their incomes annually. If upon recertification, a tenant's income exceeds the
maximum designated for a Lower Income Household, Owner may increase the rent for such
tenants to no more than 30% of the tenant's income and the tenant may be permitted to continue
to occupy a Unit in the Project. Owner shall provide City an annual report on the income
recertification evidencing that Project occupants meet the requirements of qualified households.
5. Rental Charges. Total charges for rent, utilities and related services for each
Unit in the Project shall not exceed the Affordable Rent for that Unit. If upon recertification, a
tenant's income exceeds the Qualifying Household limit for the applicable Unit type, Owner may
increase the rent for such tenants to no more than 30% of the Tenant's monthly income less utility
and other mandatory charges.
6. Conflicts With Other Regulatory Requirements. If any other regulatory
agreement executed by Owner enforces the requirements of any loan program or low income
housing tax credits as a means of providing financing or equity for the Development or Project
are more restrictive than the rent and income restrictions contained in this Agreement, compliance
with the rent and income restrictions of any such regulatory agreements shall be deemed
compliance with this Agreement.
D. PROPERTY MANAGEMENT.
1. Management Responsibilities. Owner is responsible for all management
functions with respect to the Project, including without limitation the selection of tenants,
certification and recertification of household size and income, evictions, collection of rents and
deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital
items, and security. City shall have no responsibility over management of the Development or the
Project.
2. Review of Management Policies. Owner shall submit its written management
policies with respect to the Project and Program to City for its review, and shall amend such
policies in any way necessary to insure that such policies comply with the provisions of this
Agreement and the requirements of all parties providing financing for the Development and/or the
Project.
3. Inspection and Records. Owner shall maintain records that clearly document
Owner's performance of its obligations to operate the Development under the terms of this
Agreement. Owner shall submit any records to City within ten business days of City's request.
Owner shall permit City to enter and inspect the Project for compliance with obligations under this
Agreement upon 72 hours advance notice of such visit by City to Owner or Owner's management
agent and to tenants of any Units.
Affordable Housing Regulatory Agreement 3
OAK #4830-2085-7329 02
4. Annual Report. Owner shall submit to City each year, on or prior to the date
such report is required to be submitted to TCAC, a report for the preceding calendar year showing
the necessary information to allow City to determine Owner's compliance with this Agreement,
and within 30 days after receipt of a written request, any other information or completed forms
requested by City in order to comply with City reporting requirements.
E. GENERAL PROVISIONS
1. Default and Remedies. In the event of any Owner breach of any agreement or
obligation under this Agreement, City shall provide written notice to Owner and Owner's limited
partner] of such breach. Owner shall have an opportunity to cure the breach within 30 days from
Owner's receipt of such written notice or such longer period of time as City determines is
necessary to cure the breach if Owner diligently undertakes to cure. If Owner fails to perform a
timely cure, City may proceed with any remedy allowed by law to enforce the terms and conditions
of this Agreement. A cure by Owner's limited partner shall be accepted or rejected on the same
basis as if made or tendered by Owner.
2. Bindina U on Successors. All provisions of this Agreement shall be binding
upon and inure to the benefit of the heirs, administrators, executors, successors -in -interest,
transferee, and assigns of Owner and City, and shall run with the land for the full term of this
Agreement.
3. Non-Ulability of Officials Em to ees and Agents. No officers, directors,
employees and agents of City shall be personally liable to Owner for any obligation created under
the terms of this Agreement.
4. Indemnity. Owner shall indemnify and hold City free and harmless against any
losses, damages, liabilities, claims, demands, judgments, actions, court costs, and legal or other
expenses (including reasonable attorneys' fees) which City may incur as a direct or indirect
consequence of Owner's failure to perform any obligations as and when required by this
Agreement. This indemnity obligation shall not extend to any claim arising solely from the gross
negligence or willful acts of City, its agents, and its employees. Owner's duty to indemnify City
shall survive the term of this Agreement. Notwithstanding the foregoing or anything else to the
contrary contained herein, no foreclosing lender or its successors and/or assigns shall be
responsible or liable for any indemnity obligations that accrue hereunder prior to the completion
of foreclosure (or acceptance of a deed in lieu thereof).
5. Governing Law. This Agreement shall be interpreted under and be governed by
the laws of the State of California, including it statutes of limitation, except for those provisions
relating to choice of law and those provisions preempted by federal law.
6. Agreement Controls. Notwithstanding any provisions of the Ground Lease, in
the event that any provisions of this Agreement and Ground Lease conflict, the terms of this
Agreement shall control.
7. Consents and Approvals. Any consent or approval of City required under this
Agreement shall not be unreasonably withheld. Any approval must be in writing and executed
by an authorized representative of City.
8. Notices. Demands and Communication. Formal notices, demands and
communications between Owner and City shall be sufficiently given and shall not be deemed
given unless dispatched by (i) delivered personally or by courier, (ii) sent by overnight express
delivery, or (iii) mailed by registered or certified mail (return receipt requested), postage prepaid,
to the principal offices of Owner and City as follows:
Affordable Housing Regulatory Agreement 4
OAK #4830-2085-7329 v12
Com:
City of San Rafael
1400 Fifth Avenue, Room 202
San Rafael, California 94901
Attention: City Manager
With a cony to:
City of San Rafael
1400 Fifth Avenue, Room 202
San Rafael, CA 94901
Attn: City Attorney
Owner:
Centertown Il, LP
c/o BRIDGE Housing Corporation
600 California St #900
San Francisco, CA 94108
Attn: General Counsel
and
Centertown II, LP
EAH Inc.
22 Pelican Way
San Rafael, CA 94901
Attn: Welton Jordan
Chief Real Estate Development Officer
With a copy_t_a
Goldfarb & Lipman LLP
1300 Clay Street, 11 th Floor
Oakland, CA 94612
Attention: Erica Williams Orcharton
and
Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, 64th Floor
Los Angeles, CA 90071
Attention: Nicole Deddens
With a copy to
NHT Equity, LLC
2245 North Bank Drive, Suite 200
Columbus, OH 43220
Attention: Asset Management
and
Kutak Rock LLP
1650 Farnam Street
Omaha, NE 68102
Attention: Jill H. Goldstein, Esq.
9. Relationship of Parties. The relationship of Owner and City during the term of
this Agreement is solely that of City and owner shall not be construed as a joint venture, equity
venture, or partnership.
10. Waiver. Any waiver by City of any obligation in this Agreement must be in writing.
No waiver will be implied from any delay or failure by City to take action on any breach or default
of Owner or to pursue any remedy allowed under this Agreement, the Ground Lease or applicable
law. Any extension of time granted to Owner to perform any obligation under this Agreement
shall not operate as a waiver or release from any of its obligations under this Agreement.
Consent by City to any act or omission by Owner shall not be construed to be consent to any
other or subsequent act or omission or to waive the requirement for City's written consent to future
Affordable Housing Regulatory Agreement
OAK #4830-2085-7329 v12
waivers
11. Amendments and Modifications. Any amendments or modifications to this
Agreement must be in writing, and shall be made only if executed by both Owner and City.
12. Severabi�. Every provision of this Agreement is intended to be severable. If
any provision of this Agreement shall be held invalid, illegal, or unenforceable by a court of
competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall
not in any way be affected or impaired.
IN WITNESS WHEREOF, City and Owner have caused this Regulatory Agreement to be
executed by their duly authorized representatives.
[SIGNATURE PAGES FOLLOW]
Affordable Housing Regulatory Agreement
OAK #4830-2085-7329 v12
City
CITY OF SAN RAFAEL,
a municipal corporation
By: _ N..A— ',— -4
Jim Sch tz, ity Man er
Affnrrtahla Hmminn Raniilatnry Anraamant
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document. I
State of California
County of _ Rkn h }
On b before me Gam
,�� 1� ,Notary Public, personally appeared,
who proved to me the basis of satisfactory evidence to be the
p rson( whose name i /aX su cubed to the within instrument an acknowledged m th
e/tl dy executed he same i h s/I r t it authorized capacityo6s), and that by hi !t} rttl�&
signature on the instrument theperson( , or the entity upon behatf of which the person acted,
executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Signature e.• V'&'�
BRENNA KATHLEEN NURMI
Notary Public . California
Marin County
Z = Commission 4 2297544
My Comm, Expires Jul 18, 2023
Lnotary public or other officer completing this certificate verifies only the identity of the individual who
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
document.
State of California
County of
On before me, , Notary Public, personally appeared,
,_who proved to me the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her their authorized capacity(ies), and that by his/her/their
signature (s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
certify under penalty of perjury under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Signature
Affnrrlahla Hniminn Rpmilatnry AnrPamPnt
Owner:
CENTERTOWN II, LP,
a California Limited Partnership
By: Centertown II, LLC,
a California limited liability company, its managing general partner
By: BRIDGE Housing Corporation,
a California nonproOi peblic benefit corporation, its managing member
By.
5 es adrirC-xeeutive Vice President
By: EAH Inc.,
a California nonprofit public benefit corporation, its managing member
By: } "
Welton Jordan, Assistant Secretary and
Chief Real Estate Development Officer
Affordable Housing Regulatory Agreement
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ALAMEDA
On October 18, 2021, before me, Joshua Lim, Notary Public, personally appeared Smitha
Seshadri, who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
JO HUAT. LIM
_
Mot
ery Public. Caii[ornia 3
AFameda County 8
Commission d 7.353433
� My Cor.:.r. E:�i'es lAdr 3C. 2075
Name: Joshua Lim
Notary Public
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ALAMEDA
On October 18, 2021, before me, Joshua Lim, Notary Public, personally appeared Welton
Jordan, who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal. `
iosmuAT. L10A
notary Pu0I1C • CABrornla
A16MMA County I Name: Joshua Lim
Cd41R1117lcsn 0 1353433
* (&pw, tlptean Mar 30.2025 Notary Public
ORDER NO.: 1117019475.3
EXHIBIT A
The land referred to is situated in the County of Marin, City of San Rafael, State of California,
and is described as follows:
PARCEL One
All the lands shown upon that certain Map entitled, "Map of Centertown, an Air -Space
Condominium", filed for record on December 13, 1983 in Volume 18 of Maos. at Paae 98, Marin
County Records.
PARCEL One -A:
Beginning at a point on the Westerly line of "C" Street distant thereon 109 feet and 8 inches
Northerly from the intersection of said Westerly line of "C" Street and the Northerly line of Second
Street, said point of beginning being the Southeast corner of that Lot conveyed by Loretta Ceaser
to John Mirata by Deed recorded in Book 165 of Deeds. at Page 269, running thence Westerly at
a right angle to "C" Street and along the Southerly line of the Lot so conveyed by Ceaser to Mirata
150 feet; thence Southerly at a right angle 42 feet; thence Easterly at a right angle 150 feet to
the Westerly line of "C" Street thence Northerly along the said line of "C" Street 42 feet to the
point of beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
The above Parcels being all the lands, as shown upon that Parcel Map entitled, "Parcel Map Being
a Reversion to Acreage of Lands of San Rafael Redevelopment Agency as described in Doc. No.
89-0044735 and Doc. No. 89-0069342 Marin County Records Portion Block 15 'Map of Townsite
of San Rafael' recorded in Rack 1, Pull 4, Marin County Records, San Rafael, Marin County,
California", filed for record August 1, 1990 in Volume 24 of Parcel Mans, at Page 92. Marin County
Records.
Excepting therefrom:
All the buildings, structures and other improvements including the building fixtures therein, which
are and shall remain real property, now or hereafter located on and permanently annexed to or
on the land hereinafter described in PARCEL One and PARCEL One -A above.
PARCEL One -B:
A Non-exclusive right to use six (6) Parking Spaces, as set forth in that certain Declaration of
Restrictions executed by the Redevelopment Agency of the City of San Rafael, a public body,
corporate and politic, recorded September 11, 1990 as Recorder's Serial No. 90-53574. Marin
County Records.
PARCEL Two:
All the buildings, structures and other improvements including the building fixtures therein, which
are and shall remain real property, now or hereafter located on and permanently annexed to or
on the land hereinafter described.
Affordable Housing Regulatory Agreement
A) All the lands shown upon that certain map entitled, Map of Centertown, an Air -Space
Condominium filed for record December 13, 1983 in Volume 18 of Mates. at Page 98. Marin County
Records.
B) Beginning at a point on the Westerly line of "C" Street Distant thereon 109 feet and 8 inches
Northerly from the intersection of said Westerly line of "C" Street and the Northerly line of Second
Street, said point of beginning being the Southeast corner of that lot conveyed by Loretta Ceaser
to John Mirata by Deed recorded in Book 165 of Deeds. Pane 269, running thence Westerly at a
right angle to "C" Street and along the Southerly line of the Lot so conveyed by Ceaser to Mirata
150 feet; thence Southerly at a right angle 42 feet; thence Easterly at a right angle 150 feet to
the Westerly line of "C" Street thence Northerly along the said line of "C" Street 42 feet to the
point of beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
The above Parcels being all the lands, as shown upon that Parcel Map entitled, "Parcel Map Being
a Reversion to Acreage of Lands of San Rafael Redevelopment Agency as described in Doc. No.
89-0044735 and Doc. No. 89-0069342 Marin County Records Portion Block 15 'Map of Townsite
of San Rafael' recorded in Rack 1, Pull 4 Marin County Records, San Rafael, Marin County,
California", filed for record August 1, 1990 in Volume 24 of Parcel Mans, at Page 92, Marin County
Records.
APN: 011-254-19
Affordable Housing Regulatory Agreement
)PROMISSORY NOTE
(Centertown)
$631,000
San Rafael, California
June 2, 2021
FOR VALUE RECEIVED, Centertown Associates, Ltd., a California limited partnership
("Borrower"), promises to pay to the order of the City of San Rafael, a municipal corporation
("Lender"), the principal sum of Six Hundred Thirty -One Thousand Dollars ($631,000).
1. Borrower's Oblation. Loan. This promissory note%("Note") evidences
Borrower's obligation to pay the Lender the principal amount of [Six Rundred Thirty -One
Thousand Dollars ($631,000)] (the "Loan"), representing deferred payments (the "Deferred
Payments") owed by Borrower, as lessee, to Lender, as lessor; ui nder the ground lease dated
November 6, 1989, as amended by that certain First Amended,and Ri�slated Ground Lease dated
August 20, 1990, as amended by that certain Second Arpendment to the Fi t Amended and
Restated Ground Lease dated May 6, 1991, and that ceiWn Third AmendlPent to First Amended
and Restated Ground Lease dated April 1, 1993 (as amend ;.the "Agee ne> t"}. Concurrently
herewith, Lender, as lessor, and Borrower, as less�.are enter* igt4'a Fourth Amendment to
Amended and Restated Ground Lease ("Foui; Amet dment"). a funds from the Deferred
Payments were used to assist in the rehabilitation and up�ratioof that certain low-income
housing development located at 855C pet, Rafael, California, currently improved with
approximately sixty (60) residential is and ce"-in accessory uses.
(b) Unsecurd&Jbi ote is uOsecured, and the Borrower has not provided
any collateral to the LendeLffor th
2. Interest_ The . t0N%Mcipal balance of this Note will bear interest at a
fixed rate of three a [3.0 annum.
3. A AssUiY1 tris Note is not assumable by the successors and assigns of
Borrower without the prior written consent of the Lender.
4. Tenn and Repayment Requirements.
(a) Term. The term of this Note commences with the date of this Note and
expires on November 6, 2052 (the "Maturi. Date").
(b) Repayment. The Loan will not amortize. The principal and interest
balance of the Loan is due and payable in full upon the earlier to occur of. (i) the date of any
Default, or (ii) the Maturity Date.
(c) Right to Prepay. Borrower may prepay the Loan at any time without
premium or penalty.
5. Terms of Pa. ent.
144\76\2943342.2
OAK #4826-9621-1916 v5
(a) Borrower shall make all payments due under this Note in currency of the
United States of America, which at the time of payment is lawful for the payment of public and
private debts.
(b) All payments on this Note are to be paid to the Lender at City of San
Rafael City Hall, 1400 Fifth Avenue, San Rafael, CA 94901, Attn: Finance Department, or to
such other place as the Lender may from time to time designate.
(c) All payments on this Note are without expense to the Lender.
(d) Notwithstanding any other provision of this Note, if, for any reason
whatsoever, the payment of any sums by Borrower pursuant to the terms=.Qf this Note would
result in the payment of interest that exceeds the amount that the Lender rrtlegally charge
under the laws of the State of California, then the amount by which' %.ents`�,'%ceed the lawful
interest rate will automatically be deducted from the principal Wance
ice ng o ''this Note, so
that in no event is Borrower obligated under the terms of thi J ote tWayL a�±,' erest that would
exceed the lawful rate.
6. Default. N/
(a) Any of the following ccansti an ev defauit under this Note (each,
a "Default"):
(i) Any fai e to pay, in full, ,any payment required under this Note or
any amount due under Agreement, as rther amended -by the Fourth Amendment, within ten
(10) days of written notice that 44&p. ent is due; and
of the conditions, tel
Fourth Amendment,
after receipt of wrLtb
cannot be cur
(ii) arrower to duly perform, comply with, or observe any
or ca is s Note or the Agreement, as further amended by the
faimaor breach having continued uncured for thirty (30) days
m the Lender to Borrower or, if the failure or default
diligently undoaking to
such failure.
M)Tays, Borrower shall not be in default so long as Borrower is
such failure and such cure is commenced within thirty (30) days of
(b) —Upon the occurrence of a Default, the entire unpaid principal balance,
together with all interest thereon, and together with all other sums then payable under this Note
will at the option of the Lender become immediately due and payable without further demand.
(c) Lender's failure to exercise the remedy set forth in Subsection 6(b) above
or any other remedy provided by law upon the occurrence of one or more of the foregoing events
of Default does not constitute a waiver of the right to exercise any remedy at any subsequent
time in respect to the same or any other Default. The acceptance by Lender hereof of any
payment which is less than the total of all amounts due and payable at the time of such payment
does not constitute a waiver of the right to exercise any of the foregoing remedies or options at
that time or at any subsequent time, or nullify any prior exercise of any such remedy or option,
without the express consent of the Lender, except as and to the extent otherwise provided by law.
144\76\2943342.2 2
OAK #4826-9621-1916 v5
7. Waivers.
(a) Borrower hereby waives diligence, presentment, protest and demand, and
notice of protest, notice of demand, and notice of dishonor of this Note. Borrower expressly
agrees that this Note or any payment hereunder may be extended from time to time, and that the
Lender may accept further security or release any security for this Note, all without in any way
affecting the liability of Borrower.
(b) Any extension of time for payment of this Note or any installment hereof
made by agreement by the Lender with any person now or hereafter liable for payment of this
Note shall not operate to release, discharge, modify, change or affect the original liability of
Borrower under this Note, either in whole or in part.
(c) The obligations of Borrower under this Note absol and Borrower
waives any and all rights to offset, deduct or withhold any pa. is arges ue under this
Note for any reason whatsoever.
8. Miscellaneous Provisions..
(a) All notices to the Lender or'$orrower shall be.sufficiently given if and
shall not be deemed given unless dispatched by registered or coed mail, postage prepaid,
return receipt requested, or delivered by express delivery service, return receipt requested, or
delivered personally, to the principal office of the parties as follows:
f •jl
Lender: Y
City of San Rafael.
14400 ;Fifth Avenue, Room 202
San Rafael;, — 94901
Attn: Jim Schultz, City Manager
jiM,scbult,-@cityofsanrafael.org
ith copy t
City of San Rafael
1400 Fifth Avenue, Room 202
San Rafael, CA 94901
Borrower:
Attn: Robert Epstein, City Attorney
rob.epstein@cityofsanrafael.org
Centertown Associates, Ltd.
c/o BRIDGE Housing Corporation
600 California Suite 600
San Francisco, CA
Attention: Rebecca V. Hlebasko
144\76\2943342.2 3
OAK #4826-9621-1916 v5
with copy to:
Goldfarb & Lipman LLP
1300 Clay Street, 11th Floor
Oakland, CA 94612
Attention: Erica Williams Orcharton
Such written notices, demands and communications may be sent in the same manner to
such other addresses as the affected party may from time to time designate by mail as provided
in this Section. Receipt shall be deemed to have occurred on the date shown on a written receipt
as the date of delivery or refusal of delivery (or attempted delivery if undeliverable).
(b) Borrower promises to pay all costs and expeiiges, inclu g reasonable
attorney's fees, incurred by the Lender in the enforcement of�r �'s ons Is Note,
regardless of whether suit is filed to seek enforcement.
(c) This Note may not be changed a , but 074y, by -0 agreement in writing
signed by the party against whom enforcement of any w change; modification or discharge
is sought.
(d) This Note is governy an co n accordance with the laws of the
State of California. �,
(e) The times for perforrnan1W any obligations hereunder are strictly
construed, time being of the essenc'Q.
(f) This Note conSa - tl7e entire agreement between the Lender and Borrower
as to the Loan. This e may be rnodi f ed except upon the written consent of the Lender
and Borrower.
CSignatures on following page)
144\76\2943342.2 4
OAK #4826-9621-1916 v5
IN WITNESS WHEREOF, Borrower has caused this Note to be executed and delivered
on the date set forth above.
CENTERTOWN ASSOCIATES, LTD., a
California limited partnership
By: Centertown, Inc., a California non-profit
public benefit corporation, its general
partner
By:
Name: Susan 3o
Tithe: First Vice President and CFO
S-1
144\76\2943342.1
OAK #4826-9621-1916 v5
Recorded the Request of lil lilillll I�Illl�fllli�ll 1� l�fll i1►11 ii191111 �IilliJ� IIII IIlI
0 I Republic
Title Company
Oakland
2021-0065614
RECORf][HG
City of San Rafael
1400 Fifth Avenue, Room 202
San Rafael, California 94901
EXEMPT FROM RECORDING FEES F
GOVERNMENT CODE §§6103, 27383
APN: 011-254-19
Re ,xded
0 ff I C I A R,&.- &
Cr-ainty of
Mann
SHELLY SCOTT
pssy n=Rpa:rrcler
romty (lerlc
11:18AM;-1&0cr 2021
REC FEE 20.00
CONFORMED COPY 0.00
MH
Fags 1 of 4
Space above this line for Recorders use.
Property address: 855 C Street, San Rafael, CA 94901
SUBSTITUTION OF TRUSTEE AND FULL RECONVEYANCE
WHEREAS, Centertown Associates, Ltd., a California Limited Partnership was the original
Trustor, First American Title Insurance Company was the original Trustee, and San Rafael
Redevelopment Agency, a public body, corporate and politic ("Former Agency") was the
original beneficiary under that certain Deed of Trust dated August 20, 1990 and recorded on
September 13, 1990 as document number 90-54246 of Official Records of Marin County,
California, describing real property as:
See Exhibit A, attached hereto and incorporated herein by this reference.
WHEREAS, in 2011, the California Legislature adopted, the Governor signed, and the California
Supreme Court, in California Redevelopment Association, et al. v. Matosantos (2012) 53 CalAth
231, upheld Assembly Bill xl 26 ("ABxl 26"). Pursuant to ABxl 26 (as amended by AB 1484
and SB 107, the "Dissolution Law"), all California redevelopment agencies were dissolved
effective February 1, 2012, including the Former Agency. Pursuant to the Dissolution Law and
resolutions adopted by undersigned's City Council, on January 3, 2012 the undersigned elected
to become the successor housing agency to the Former Agency, and thereby succeeded to all of
the Former Agency's right, title and interest as Beneficiary under the foregoing deed of trust.
WHEREAS, the undersigned Beneficiary desires to substitute a new Trustee under said deed of
trust in place of First American Title Insurance Company.
NOW THEREFORE, the undersigned hereby substitute(s) itself/himself/herself/themselves as
Trustee under said Deed of Trust and does hereby RECONVEY, without warranty, to the
person or persons legally entitled thereto, the estate now held by it thereunder.
Dated: October 22, 2021
CITY OF SAN RAFAEL, as successor housing agency to the former San Rafael Redevelopment
Agency.
By: LvL,
Jim S hutz, City Ma ge
j
OAK 44851-6053-7841 v2
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA }
} SS.
COUNTY OF _ }
On before me. Jsp [iP.] a`a1•Notary Public, k I "�l
personally
appeared 1.
who proved to me on the basis of satisfactory eviden to be he person } whose name a subs ribed to the
Within instr ment and ac owl °dg •d to me th t li cYcy execut •d the same in i 1 lth7 authorized
capacity(ir� and that by ii 1 rrli -iir signature on The instrument the person( or the entity upon behalf of
which the person ) acted, Z'Sccc6ted the instrument.
I certi ry under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature
OAK 44851-6053-7841 Q
BRENNA KATHLEEN NURMI
Notary Public California Z
Z . Marin# nty
229229 >
Commission M 1544
My Comm, Expires Jul 18, 2023
FOR NOTARY STAMP
EXHIBIT A
LEGAL DESCRIPTION
The land referred to is situated in the County of Marin, City of San Rafael, State of California
and is described as follows:
PARCEL ONE
All the lands shown upon that certain Map entitled, "Map of Centertown, an Air -Space
Condominium", filed for record on December 13, 1983 in Volume 18 of Maps, at Page 98,
Marin County Records.
PARCEL ONE -A
BegimZing at a point on the Westerly line of "C" Street distant thereon 109 feet and 8 inches
Northerly from the intersection of said Westerly line of "C" Street and the Northerly line of
Second Street, said point of beginning being the Southeast corner of that Lot conveyed by
Loretta Ceaser to John Mirata by Deed recorded in Book 165 of Deeds, at Page 269, running
thence Westerly at a right angle to "C" Street and along the Southerly line of the Lot so
conveyed by Ceaser to Mirata 150 feet; thence Southerly at a right angle 42 feet; thence Easterly
at a right angle 150 feet to the Westerly line of "C" Street thence Northerly along the said line of
"C" Street 42 feet to the point of beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
The above Parcels being all the lands, as shown upon that Parcel Map entitled, "Parcel Map
Being a Reversion to Acreage of Lands of San Rafael Redevelopment Agency as described in
Doc. No. 89-0044735 and Doc. No. 89-0069342 Marin County Records Portion Block 15 `Map
of Townsite of San Rafael' recorded in Rack 1, Pull 4, Marin County Records, San Rafael, Marin
County, California", filed for record August 1, 1990 in Volume 24 of Parcel Maps, at Page 92,
Marin County Records.
Excepting therefrom:
All the buildings, structures and other improvements including the building fixtures therein,
which are and shall remain real property, now or hereafter located on and permanently annexed
to or on the land hereinafter described in PARCEL One and PARCEL One -A above.
PARCEL ONE -B
A Non-exclusive right to use six (6) Parking Spaces, as set forth in that certain Declaration of
Restrictions executed by the Redevelopment Agency of the City of San Rafael, a public body,
corporate and politic, recorded September 11, 1990 as Recorder's Serial No. 90-53574, Marin
County Records.
N
PARCEL TWO
All the buildings, structures and other improvements including the building fixtures therein,
which are and shall remain real property, now or hereafter located on and permanently annexed
to or on the land hereinafter described.
A) All the lands shown upon that certain map entitled, Map of Centertown, an Air -Space
Condominium filed for record December 13, 1983 in Volume 18 of Maps, at Page 98, Marin
County Records.
B) Beginning at a point on the Westerly line of "C" Street Distant thereon 109 feet and 8 inches
Northerly from the intersection of said Westerly line'of "C" Street and the Northerly line of
Second Street, said point of beginning being the Southeast corner of that lot conveyed by Loretta
Ceaser to John Mirata by Deed recorded in Book 165 of Deeds, Page 269, ruining thence
Westerly at a right angle to "C" Street and along the Southerly line of the Lot so conveyed by
Ceaser to Mirata 150 feet; thence Southerly at a right angle 42 feet; thence Easterly at a right
angle 150 feet to the Westerly line of "C" Street thence Northerly along the said line of "C"
Street 42 feet to the point of beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
The above Parcels being all the lands, as shown upon that Parcel Map entitled, "Parcel Map
Being a Reversion to Acreage of Lands of San Rafael Redevelopment Agency as described in
Doc. No. 89-0044735 and Doc. No. 89-0069342 Marin County Records Portion Block 15 `Map
of Townsite of San Rafael' recorded in Rack 1, Pull 4 Marin County Records, San Rafael, Marin
County, California", filed for record August 1, 1990 in Volume 24 of Parcel Maps, at Page 92,
Marin County Records.
APN: 011-254-19
A, V
Recorded at the Request of
Old Republic Title Company -
Oakland
�j IL1�UkaltkI+5
`U¢ G R QTEDM
�b,
City of San Rafael
1400 Fifth Avenue, Room 202
San Rafael, California 94901
AND WHEN RECORDED MAIL TO:
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE &65103. 27383 i!�%
111111 IIII IlIIIlIIl1IIIIIt11U 11111 IIIII IIIII 1111 IIIII IIIII NII IIII
2021-65616
Recorded
I REC FEE 20.00
official Records
I
County of
CONFORMED COPY 0-00
Marin
SHELLY SCOTT
Aspsyx Recoxder
G>unly rJp-&
;! MH
11:1SAM 2B -Oct --2021
Page I of 4
Space above this line for Recorder's use.
APN: 011-254-19
Property address: 855 C Street, San Rafael, CA 94901
SUBSTITUTION OF TRUSTEE AND FULL RECONVEYANCE
WHEREAS, Centertown Associates, Ltd., a California Limited Partnership was the original
Trustor, First American Title Insurance Company was the original Trustee, and City of San
Rafael, a public entity was the original beneficiary under that certain Deed of Trust dated
August 20, 1990 and recorded on September 11, 1990 as document number 90-53573 of
Official Records of Marin County, California, describing real property as:
See Exhibit A, attached hereto and incorporated herein by this reference.
WHEREAS, the undersigned Beneficiary desires to substitute a new Trustee under said deed of
trust in place of First American Title Insurance Company.
NOW THEREFORE, the undersigned hereby substitute(s) itself/himself/herself/themselves as
Trustee under said Deed of Trust and does hereby RECONVEY, without warranty, to the
person or persons legally entitled thereto, the estate now held by it thereunder.
Dated: October 22, 2021
CITY OF SAN RAFAEL
IIn
OAK #4844-0320-3825 vl
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validitv of that document.
STATE OF CALIFORNIA
COUNTY OF
On
personally
f
appeared l
SS.
before me,A1� ! Vk�-/Notary Public,
who proved to me on the basis of satisfactory evidenc to a the person( whose name ubscc ibed to the
within inslr mcnt and ac wl}dgcd to me that hes eltly exccu[ d the sam in i IW�. hyslF authorized
eapacity(ie and hat by ii hy�flth�r signaturc( on lie instrument the person( or l e cn[ity upon behalf of
which the person�acted, execGted the instrumes
I certify under PLNALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature X' • "
OAK #4844-0320-3825 vl
BRENNA KATHLEEN NURMI
Notary Public - California Z
z �� L•R - Marin County >_
Commission # 2297544
My Comm. Expires Jul 18, 2023
FOR NOTARY STAMP
EXHIBIT A
LEGAL DESCRIPTION
The land referred to is situated in the County of Marin, City of San Rafael, State of California
and is described as follows:
PARCEL ONE
All the lands shown upon that certain Map entitled, "Map of Centertown, an Air -Space
Condominium", filed for record on December 13, 1983 in Vol -Lime 18 of Maps, at Page 98,
Marin County Records.
PARCEL ONE -A
Beginning at a point on the Westerly line of "C" Street distant thereon 109 feet and 8 inches
Northerly from the intersection of said Westerly line of "C" Street and the Northerly line of
Second Street, said point of beginning being the Southeast corner of that Lot conveyed by
Loretta Ceaser to John Mirata by Deed recorded in Book 165 of Deeds, at Page 269, running
thence Westerly at a right angle to "C" Street and along the Southerly line of the Lot so
conveyed by Ceaser to Mirata 150 feet; thence Southerly at a right angle 42 feet; thence Easterly
at a right angle 150 feet to the Westerly line of "C" Street thence Northerly along the said line of
"C" Street 42 feet to the point of beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
The above Parcels being all the lands, as shown upon that Parcel Map entitled, "Parcel Map
Being a Reversion to Acreage of Lands of San Rafael Redevelopment Agency as described in
Doc. No. 89-0044735 and Doc. No. 89-0069342 Marin County Records Portion Block 15 `Map
of Townsite of San Rafael' recorded in Rack 1, Pull 4, Marin County Records, San Rafael, Marin
County, California", filed for record August 1, 1990 in Volume 24 of Parcel Maps, at Page 92,
Marin County Records.
Excepting therefrom:
All the buildings, structures and other improvements including the building fixtures tlierein,
which are and shall remain real property, now or hereafter located on and permanently annexed
to or on the land hereinafter described in PARCEL One and PARCEL One -A above.
PARCEL ONE -B
A Non-exclusive right to use six (6) Parking Spaces, as set forth in that certain Declaration of
Restrictions executed by the Redevelopment Agency of the City of San Rafael, a public body,
corporate and politic, recorded September 11, 1990 as Recorder's Serial No. 90-53574, Marin
County Records.
PARCEL TWO
All the buildings, structures and other improvements including the building fixtures therein,
which are and shall remain real property, now or hereafter located on and permanently annexed
to or on the land hereinafter described.
A) All the lands shown upon that certain map entitled, Map of Centertown, an Air -Space
Condominium filed for record December 13, 1983 in Volume 18 of Maps, at Page 98, Marin
County Records.
B) Beginning at a point on the Westerly line of "C" Street Distant thereon 109 feet and 8 inches
Northerly from the intersection of said Westerly line 'of "C" Street and the Northerly line of
Second Street, said point of beginning being the Southeast corner of that lot conveyed by Loretta
Ceaser to John Mirata by Deed recorded in Book 165 of Deeds, Page 269, running thence
Westerly at a right angle to "C" Street and along the Southerly line of the Lot so conveyed by
Ceaser to Mirata 150 feet; thence Southerly at a right angle 42 feet; thence Easterly at a right
angle 150 feet to the Westerly line of "C" Street thence Northerly along the said line of "C"
Street 42 feet to the point of beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
The above Parcels being all the lands, as shown upon that Parcel Map entitled, "Parcel Map
Being a Reversion to Acreage of Lands of San Rafael Redevelopment Agency as described in
Doc. No. 89-0044735 and Doc. No. 89-0069342 Marin County Records Portion Block 15 `Map
of Townsite of San Rafael' recorded in Rack 1, Pull 4 Marin County Records, San Rafael, Marin
County, California", filed for record August 1, 1990 in Volume 24 of Parcel Maps, at Page 92,
Marin County Records.
APN: 011-254-19
111111 IIIN IIIII IIIII IIII1nIN IIIII IIIII IIIII IIIII IIIII IIIII lilt IIII
2021-W65615
Recorded at the Request of
REC FEE 20.00
Old Republic Title Company -
Oakland
CONFORMED COPY 0.00
ll 1014 9-15
RECORDING
LY
wO
City of San Rafael ��{ (��•t, TV
1400 Fifth Avenue, Room 202
San Rafael, California 94901
u �
11,18AM i&OcL 2..121
A 'V
'Y
EXEMPT FROM RECORDING FEES PE,R
Z
GOVERNMENT CODE §§6143, 27383
111111 IIIN IIIII IIIII IIII1nIN IIIII IIIII IIIII IIIII IIIII IIIII lilt IIII
2021-W65615
R8c,xded
REC FEE 20.00
Officisl Recowds
Csuniy of
CONFORMED COPY 0.00
Mwin
SHELLY SCOTT
LY
Ass°ssx- Rrf-mlPr
crmtv
u �
11,18AM i&OcL 2..121
Page 1 of r
APN: 011-254-19 Space above this line for Recorder's_ use.
Property address: 855 C Street, San Rafael, CA 94901
SUBSTITUTION OF TRUSTEE AND FULL RECONVEYANCE
WHEREAS, Centertown Associates, Ltd., a California Limited Partnership was the original
Trustor, First American Title Insurance Company was the original Trustee, and San Rafael
Redevelopment Agency, a public body, corporate and politic ("Former Agency") was the
original beneficiary under that certain Deed of Trust dated August 20, 1990 and recorded on
September 12, 1990 as document number 90-53793 of Official Records of Marin County,
California, describing real property as:
See Exhibit A, attached hereto and incorporated herein by this reference.
WHEREAS, in 2011, the California Legislature adopted, the Governor signed, and the California
Supreme Court, in California Redevelopment Association, et al. v. Matosantos (2012) 53 CalAth
231, upheld Assembly Bill xl 26 ("ABxl 26"). Pursuant to ABxl 26 (as amended by AB 1484
and SB 107, the "Dissolution Law"), all California redevelopment agencies were dissolved
effective February 1, 2012, including the Former Agency. Pursuant to the Dissolution Law and
resolutions adopted by undersigned's City Council, on January 3, 2012, the undersigned elected
to become the successor housing agency to the Former Agency, and thereby succeeded to all of
the Former Agency's right, title and interest as Beneficiary under the foregoing deed of trust.
WHEREAS, the undersigned Beneficiary desires to substitute a new Trustee under said deed of
trust in place of First American Title Insurance Company.
NOW THEREFORE, the undersigned hereby substitute(s) itself/himself/herself/themselves as
Trustee under said Deed of Trust and does hereby RECONVEY, without warranty, to the
person or persons legally entitled thereto, the estate now held by it thereunder.
Dated: October 22, 2021
CITY OF SAN RAFAEL, as successor housing agency to the former San Rafael Redevelopment
Agency.
By:
Jim 5 (I. Utz ity Mana er
OAK 44815-4389-4781 vl $303K Former RDA Loan
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA ]
COUNTY OF A0� SS.
/ -1
On before me, f?1�1 IV • Notary Public,
personally A I
appeared
who proved to me on the basis of satisfactory evidenejjs� to be the person j whose name i e subs ribed to the
within instrument and ac owl dged to me OR hej /th y exccu ed the same i i 1 r111 it authorized
capaei[y(i s), and t at by hi li r/th signature/ e i strument the person(�4 or t c. e tit
upon behalf of
which th personacted, exec ted the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature �'I �a
BRENNA KATHLEEN NURMI
" } Notary Public . California
�+ Marin County 9
Commission # 2297544
r
My Comm, Expires Jul 18, 2023
STAMP
OAK 44815-4389-4781 vl $303K Former RDA Loan
Exhibit A
LEGAL DESCRIPTION
[Title co to provide]
OAK 44815-4389-4781 vl $303K Former RDA Loan
EXYHBIT A
LEGAL DESCRIPTION
The land referred to is situated in the County of Marin, City of San Rafael, State of California
and is described as follows:
PARCEL ONE
All the lands shown upon that certain Map entitled, "Map of Centertown, an Air -Space
Condominium", filed for record on December 13, 1983 in Volume 18 of Maps, at Page 98,
Marin County Records.
PARCEL ONE -A
Beginning at a point on the Westerly line of "C" Street distant thereon 109 feet and 8 inches
Northerly from the intersection of said Westerly line of "C" Street and the Northerly line of
Second Street, said point of beginning being the Southeast confer of that Lot conveyed by
Loretta Ceaser to John Mirata by Deed recorded in Book 165 of Deeds, at Page 269, running
thence Westerly at a right angle to "C" Street and along the Southerly line of the Lot so
conveyed by Ceaser to Mirata 150 feet; thence Southerly at a right angle 42 feet; thence Easterly
at a right angle 150 feet to the Westerly line of "C" Street thence Northerly along the said line of
"C" Street 42 feet to the point of beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
The above Parcels being all the lands, as shown upon that Parcel Map entitled, "Parcel Map
Being a Reversion to Acreage of Lands of San Rafael Redevelopment Agency as described in
Doc. No. 89-0044735 and Doc. No. 89-0069342 Marin County Records Portion Block 15 `Map
of Townsite of San Rafael' recorded in Rack 1, Pull 4, Marin County Records, San Rafael, Marin
County, California", filed for record August 1, 1990 in Volume 24 of Parcel Maps, at Page 92,
Marin County Records.
Excepting therefrom:
All the buildings, structures and other improvements including the building fixtures therein,
which are and shall remain real property, now or hereafter located on and permanently aimexed
to or on the land hereinafter described in PARCEL One and PARCEL One -A above.
PARCEL ONE -B
A Non-exclusive right to use six (6) Parking Spaces, as set forth in that certain Declaration of
Restrictions executed by the Redevelopment Agency of the City of San Rafael, a public body,
corporate and politic, recorded September 11, 1990 as Recorder's Serial No. 90-53574, Marin
County Records.
PARCEL TWO
All the buildings, structures and other improvements including the building fixtures therein,
which are and shall remain real property, now or hereafter located on and permanently annexed
to or on the land hereinafter described.
A) All the lands shown upon that certain map entitled, Map of Centertown, an Air -Space
Condominium filed for record December 13, 1983 in Volume 18 of Maps, at Page 98, Marin
County Records.
B) Beginning at a point on the Westerly line of "C" Street Distant thereon 109 feet and 8 inches
Northerly from the intersection of said Westerly line'of "C" Street and the Northerly line of
Second Street, said point of beginning being the Southeast corner of that lot conveyed by Loretta
Ceaser to John Mirata by Deed recorded in Book 165 of Deeds, Page 269, running thence
Westerly at a right angle to "C" Street and along the Southerly line of the Lot so conveyed by
Ceaser to Mirata 150 feet; thence Southerly at a right angle 42 feet; thence Easterly at a right
angle 150 feet to the Westerly line of "C" Street thence Northerly along the said line of "C"
Street 42 feet to the point of beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
The above Parcels being all the lands, as shown upon that Parcel Map entitled, "Parcel Map
Being a Reversion to Acreage of Lands of San Rafael Redevelopment Agency as described in
Doc. No. 89-0044735 and Doc. No. 89-0069342 Marin County Records Portion Block 15 `Map
of Townsite of San Rafael' recorded in Rack 1, Pull 4 Marin County Records, San Rafael, Marin
County, California", filed for record August 1, 1990 in Volume 24 of Parcel Maps, at Page 92,
Marin County Records.
APN: 011-254-19
Recorded at the $Request of
Old Republic Title Company -
Oakland
lal1-01GLf- 1:�5
Recording Requested By and
When Recorded Return To:
City of San Rafael
City of San Rafael City Hall, Rm 202
1400 Fifth Avenue, San Rafael, CA 94901
Attention: City Manager
� Il1'1
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 273834Z7W-(
1I��IIi fii11 i�il� fi�ii I'I111��II
I�lil �ili� �f1�1 ilii ��I!
�iili Ili Ilii
2027'1-0065566
Recorciea
F•.EC FEE
7ffici8i Records
County of
CONFORMED
COPY
Kftnr
SHELLY SOZ
Assessor -Recorder
County :ler,
J f4
ii;07AM Z8-0-ct-Z021
Pagr- Y of
5
CORRECTION QUITCLAIM DEED
This Correction Quitclaim Deed ("Amendment") is entered into as of October 22,
2021 by the City of San Rafael, as successor housing agency to the former
Redevelopment Agency of the City of San Rafael, a public body, corporate and politic
(the "City") and amends that certain Corporation Quitclaim Deed recorded in the Official
Records of Marin County (the "Official Records") on November 30, 1989 as document
number 89-69344 (the "Original Quitclaim Deed"). 1n OWith Ahe R�Cpp tewt Aae0t�
}1 Ca o� mss,{ r�7g315ranA}a,'► and e*Wrar-ian ASS*ct&W-s .* t. -Ta wa� e
The Original Quitclaim Deed is hereby amended to replace the legal descri tion f�
P g p
attached thereon as Exhibit A with the legal description attached hereto as Exhibit A.
Except as provided in this Amendment, all other terms of the Original Quitclaim
Deed are unamended and remain in full force and effect.
This Amendment shall be effective immediately prior to the recording of that
certain Termination of Ground Lease Agreement and Release of Memorandum of
Ground Lease dated October 22, 2021 between the City, as successor housing agency to
the former Redevelopment Agency of the City of San Rafael, and Centertown Associates,
Ltd., a California Limited Partnership (the "Termination"), which (i) terminates that
certain Ground Lease Agreement, dated as of November 6, 1989, as amended by that
certain First Amended and Restated Ground Lease dated August 20, 1990, that certain
Second Amendment to the First Amended and Restated Ground Lease dated May 6,
1991, that certain Third Amendment to First Amended and Restated Ground Lease dated
April 1, 1993, and that certain Fourth Amendment to First Amended and Restated
Ground Lease dated June 2, 2021 and (ii) releases from the Official Records that certain
Memorandum of Ground Lease recorded in the Official Records on November 30, 1989,
as Instrument Number 89-69343, as amended by that certain Amendment to
Memorandum of Ground Lease recorded in the Official Records July 8, 1991 as
Instrument Number 91-041695 and re-recorded January 16, 1992 in the Official Records
as Instrument Number 92-003311, and that certain Second Amendment to Memorandum
-1-
CORRECTION QUITCLAIM DEED
144\76\3135989.3
OAK #4846-3756-1596 v5
JtI
of Ground Lease recorded June 30, 1993 in the Official Records as Instrument Number
93-052072. Nothing herein is intended to modify any rights of the City, or its proper
successors and assigns, under any subsequent lease of the Land (as defined in the legal
description attached hereto as Exhibit A evidenced by a memorandum of ground lease
recorded in the Official Records after the recording of this Amendment and the
Termination.
[SIGNATURE ON NEXT PAGE]
q,aq {-i,y cla ua :
ofedevel7am et# AV" J(
d PO 61;C- cor�vr�,le a /id
hese b
V &m;sQs. ►a!� jDAd Qui4eta iMSllal:
Csm9 ter*cvn .woe :Z?,/-- j -Z-le( a 4P It- 4r'n tat
1'. ' 4ed Aron 4wxA i/a
,ce 411~ � pmpe-r in cid 6j" '0 Ra
'(219 coxt,11164 YA y
-2-
CORRECTION QUITCLAIM DEED
144\76\3135989.3
OAK #4846-3 756-15 96 v5
Executed as of October 22, 2021:
CITY OF SAN RAFAEL, as successor housing
agency to the former Redevelopment Agency of
the Ci ofSSaafael
By:
ii S hutz. Ci Mager
SIGNATURE PAGE
CORRECTION QUITCLAIM DEED
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF )
On before me, Ivlotary
Public, per onal y appeared , who proved
to me on the basis of satisfactory evidence to be the person who e name i a�
subscribed t he within instrument and acknowledged to me a elt executed
the same i hi /V/tVr authorized capacity[, and that b hi li r/thpif signature�4 on
the instrument the person(?f, or the entity upon behalf of whic the personKacted,
executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
a� BRENNA KATHLEEN NURMI
Notary Public - California z
' A• Marin County >
_ = Commission # 2297544
My Comm. Expires Jul 18, 2023
Name: '
Notary Public
144\76\3135989.3
OAK #4846-3756-1596 v5
EXHIBIT A
Legal Description
All that certain real property situate in the City of San Rafael, County of Marin, State of
California, described as follows:
ALL BUILDINGS, STRUCTURES AND IMPROVEMENTS of every kind now existing
or to be constructed, on or under the surface of the following described land (the "Land"),
said buildings, structures and improvements are and shall remain real property:
PARCEL A:
"Map of Centertown, an Air -Space Condominium". Also being a reversion to acreage
being the Lands of U.F. Service Corp., a California corporation, as described by deed
recorded under Recorder's Serial No. 83-16358, Marin County Records and a portion of
the lands described by the Record of Survey filed in Book 18 of Surveys, at page 47,
Marin County Records" filed for record on December 13, 1983 in Volume 18 of Maps, at
Page 98, Marin County Records.
PARCEL B:
Beginning at a point on the Westerly line of "C" Street distant thereon 109 feet and 8
inches Northerly from the intersection of said Westerly line of "C" Street and the
Northerly line of Second Street, said point of beginning being the Southeast corner of
that Lot conveyed by Loretta Ceaser to John Mirata by Deed recorded in Book 165 of
Deeds, at Page 269, running thence Westerly at a right angle to "C" Street and along
the Southerly line of the Lot so conveyed by Ceaser to Mirata 150 feet; thence Southerly
at a right angle 42 feet; thence Easterly at a right angle 150 feet to the Westerly line of
"C" Street thence Northerly along the said line of "C" Street 42 feet to the point of
beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
Exhibit A to
Correction Quitclaim Deed
144\76\3135989.3
OAK #4846-3756-1596 v5
Recorded at the Request of
Old Republic Title company -
ll nd
q 4I-1;
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of San Rafael
1400 Fifth Avenue, Room 202
(� San Rafael, California 94901
Attn: City Manager
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383 "Ir61
APN: 011-254-19 T
Property address: 855 C Street, San Rafael, CA 94901
I II!!I�
illi l �lfll lli�f ►i�!!!�f!! ��!f
i #�!!� �!jl �ill� €i�!! I�!i�!!llla�l
2021-006-560,3
Recorded
REC FEE
Official Records
County of
CONFOPURED COPY
Merin
SHELLY SCOTT
Assessor- Recorder
County CJerfc
11:1cAM28-Oct-2021
so
Page 10f 13
Space above this line for Recorder's use.
SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY
THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.
THIS AGREEMENT, made this 22nd day of October, 2021 by CENTERTOWN II, LP, a
California limited partnership, owner of the real property hereinafter described and hereinafter referred
to as "Owner", the City of San Rafael, a municipal corporation ("Lender"), and COUNTY OF MARIN,
a political subdivision of the State of California, present owner and holder of the deed of trust and note
first hereinafter described and hereinafter referred to as "Beneficiary";
WITNESSETH
THAT WHEREAS, Owner did on the date hereof, execute three deeds of trust to Old Republic
Title Insurance Company as trustee, covering:
Owner's (i) leasehold interest in the land and (ii) the fee interest in the improvements thereon
of that certain real property located in the City of San Rafael, County of Marin, State of
California, that is described in the attached Exhibit A, incorporated herein by this reference
to secure three notes, one in the sum of $950,000, one in the sum of $40,000 and one in the sum of
$59,504, respectively, each dated October 22, 2021, in favor of Beneficiary, which deeds of trust were
recorded concurrently herewith'In Official Records of Marin County, California (the "Official
Records"), and are subject and subordinate to the deed of trust next hereinafter described; and
2a21 60&5,5700J ?,02/ - 00 Gss;gy� -rev&55811
WHEREAS, Owner has executed, or is about to execute, a note in the amou:3t of $631,000.00,
dated October 22, 2021, in favor of the Lender, payable with interest and upon the terms and conditions
described therein, which note evidences an additional loan to be made by Lender to Owner under the
terms and provisions of, and secured by, said deed of trust in favor of Lender; and
WHEREAS, it is a condition precedent to obtaining said additional loan that said deed of trust
in favor of Lender, securing all obligations recited therein as being secured thereby, including but not
limited to said additional loan, shall unconditionally be and remain at all times a lien or charge upon
the land hereinbefore described, prior and superior to the lien or charge of the deeds of trust first above
mentioned; and
Subordination Agreement County to City
OAK #4819-1699-1485 v5
0-00
00
WHEREAS, Lender is willing to make said additional loan provided the deed of trust securing
the same is a lien or charge upon said land prior and superior to the lien or charge of the deeds of trust
first above mentioned and provided that Beneficiary will specifically and unconditionally subordinate
the lien or charge of the deeds of trust first above mentioned to the lien or charge of said deed of trust
in favor of Lender; and
WHEREAS, it is to the mutual benefit of the parties hereto that Lender make said additional loan
to Owner; and Beneficiary is willing that the deed of trust securing the same shall constitute a lien or charge
upon said land which is unconditionally prior and superior to the lien or charge of the deeds of trust above
mentioned.
NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and
other valuable consideration, the receipt and sufficiency of which consideration is hereby
acknowledged, and in order to induce Lender to make the additional loan above referred to, it is hereby
declared, understood, and agreed as follows:
(1) That said deed of trust in favor of Lender, as to said additional loan as well as all other obligations
recited as being secured thereby, and any renewals or extensions hereof, shall unconditionally be and
remain at all times a lien or charge on the property therein described, prior and superior to the lien or
charge of the deeds of trust first above mentioned. Notwithstanding the foregoing, Lender may not
modify any provision of the Lender loan documents, without the prior written consent of the
Beneficiary, that (a) increases the Lender indebtedness, except for increases in the Lender
indebtedness that result from advances made by Lender to protect the security or lien priority of
Lender under the Lender's loan documents or to cure defaults under the Beneficiary's loan documents;
(b) increase the stated interest rate, including the stated default rate, above the rates expressly provided
in the Lender's loan documents, or (c) decrease the term of the Loan. For avoidance of doubt, an
"increase in Lender indebtedness" shall not include compounded interest or other amounts due under
the Lender's loan documents solely due to Owner's failure to make payments when due or (for
whatever reason) Lender does not enforce Owner's obligations under Lender's loan documents.
(2) That Lender would not make its additional loan above described without this
subordination agreement.
(3) That this agreement shall be the whole and only agreement with regard to the subordination
of the lien or charge of the deeds of trust first above mentioned to the lien or charge of the deed of
trust in favor of Lender above referred to and shall supersede and cancel, but only insofar as would
affect the priority between the deeds of trust hereinbefore specifically described, any prior
agreements as to such subordination, including, but not limited to, those provisions, if any,
contained in the deeds of trust first above mentioned, which provide for the subordination of the
lien or charge thereof to another deed or deeds of trust or to another mortgage or mortgages.
Beneficiary declares, agrees, and acknowledges that
(a) Beneficiary consent to and approves (i) all provisions of the note evidencing said additional
loan and the deed of trust securing same, and (ii) all agreements, including but not limited to any
loan or escrow agreements, between Owner and Lender for the disbursement of the proceeds of
Lender's additional loan;
OAK #4819-1699-1485 v5 -2-
(b) Lender in making disbursements pursuant to any such agreement is under no obligation or
duty to, nor has Lender represented that it will, see to the application of such proceeds by the
person or persons to whom Lender disburses such proceeds and any application or use of such
proceeds for purposes other than those provided for in such agreement or agreements shall not
defeat the subordination herein made in whole or in part;
(c) Beneficiary intentionally and unconditionally waives, relinquishes, and subordinates the lien
or charge of the deeds of trust first above mentioned in favor of the lien or charge upon said land
of the deed of trust in favor of Lender, as to said additional loan as well as all other obligations
recited therein as being secured thereby, and understands that in reliance upon and in consideration
of this waiver, relinquishment and subordination specific loans and advances are being and will be
made and, as part and parcel thereof, specific monetary and other obligations are being and will be
entered into which would not be made or entered into but for said reliance upon this waiver,
relinquishment and subordination; and
(d) Ah endorsement has been placed upon the notes secured by the deeds of trust first above
mentioned that said deeds of trust have by this instrument been subordinated to the lien or
charge of the deed of trust in favor of Lender above referred to.
OAK #4819-1699-1485 v5 -3-
NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH
ALLOW THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO
OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR OTHER
PURPOSES THAN IMPROVEMENT OF THE LAND.
[SIGNATURE PAGES FOLLOW]
Subordination Agreement County to City
OAK #4819-1699-1485 v5
Lender:
CITY OF SAN RAFAEL, a municipal corporation
.lin Sc�tz, City Maii�er
Signature Page 3 Subordination Agreement County to City
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA ]
�� ; SS.
COUNTY OF
On before me,j ! V Notary Public,
personally
appeared
who roved to me on the basis of satisfactory
idence to be the person w e name i /are subscribed to the
within instr ent nd cicnowledged to me [h eltly executed the same i hit r/t tr authorized capacity(ij
P �� ) and that b hi ! r/tr signature on the iY�ent the person or the entt y upon behalf of which the perso�
acted, exec6 c the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal. BRENNA KATHLEEN NURMINotaryPublic-California
a
Marin County
-
Com mMarion o 2297544
Signature Ivaa. My Comm, Expires Jul 18, 2023
FOR NOTARY STAMP
Subordination Agreement County to City
Owner:
CENTERTOWN II, LP, a California limited partnership
By Centertown II, LLC, a California limited liability
company, its managing general partner
By: BRIDGE Housing Corporation, a California
nonprofit public benefit corporation, its
managing member
'p
By:
Sm es adri, Executive Vice
President
By: EAH Inc., a California nonprofit public
benefit corporation, its managing member
By: WV4,"
Welton Jordan, Assistant Secretary
and Chief Real Estate Development
Officer
Signature Page 2 Subordination Agreement County to City
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ALAMEDA
On October 18, 2021, before me, Joshua Lim, Notary Public, personally appeared Smitha
Seshadri, who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
JOSHUA T. LIM
Notary Public - California
Alameda County
Commissfon a 2353433
+tiM Com'. EX- e5 Ma• 3C. 2025
Name: Joshua Lim
Notary Public
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ALAMEDA
On October 18, 2021, before me, Joshua Lim, Notary Public, personally appeared Welton
Jordan, who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
JOSHUA T. IIIA
Mot"
WUPuhVle • Call}orMe a
i i Alameda County F
Cemmlll= I AJ214
Aly c�1Mot". IiAS1111 Ala, 34. 25
Name: Joshua Lim
Notary Public
Beneficiary:
COUNTY OF MARIN, a political subdivision of the State of
California
By: Qzllw�
Dennis J. Rod #, President
Board of Supervisors
ATTEST. Approved as to form:
t
9, FA.. 17 /1"
De y Clerk By: Speci Count Counsel
Signature Page 1 Subordination Agreement County to City
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA 1
COUNTY OF
Marin ss.
On () 20 �?n? .1 b.�efore me, �'S�M ne-9L_ Notary Public,
personally �+• �X
appeared ti nn S I oAi
who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature T
CRYSTAL SEMARA MARTINEZ
` Notary Public • California
Marin County
x Commission # 2361557
My Comm. Expires Jun 16, 2025
FOR NOTARY STAMP
Subordination Agreement County to City
Exhibit A
LEGAL DESCRIPTION
PARCEL One:
All the lands shown upon that certain Map entitled, "Map of Centertown, an Air -Space
Condominium", filed for record on December 13, 1983 in Volume 18 of Maps, at Page 98, Marin
County Records.
PARCEL One -A:
Beginning at a point on the Westerly line of "C" Street distant thereon 109 feet and 8 inches
Northerly from the intersection of said Westerly line of "C" Street and the Northerly line of Second
Street, said point of beginning being the Southeast corner of that Lot conveyed by Loretta Ceaser
to John Mirata by Deed recorded in Book 165 of Deeds, at Page 269, running thence Westerly at
a right angle to "C" Street and along the Southerly line of the Lot so conveyed by Ceaser to Mirata
150 feet; thence Southerly at a right angle 42 feet; thence Easterly at a right angle 150 feet to
the Westerly line of "C" Street thence Northerly along the said line of "C" Street 42 feet to the
point of beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
The above Parcels being all the lands, as shown upon that Parcel Map entitled, "Parcel Map Being
a Reversion to Acreage of Lands of San Rafael Redevelopment Agency as described in Doc. No.
89-0044735 and Doc. No. 89-0069342 Marin County Records Portion Block 15 'Map of Townsite
of San Rafael' recorded in Rack 1, Pull 4, Marin County Records, San Rafael, Marin County,
California", filed for record August 1, 1990 in Volume 24 of Parcel Maps, at Page 92, Marin County
Records.
Excepting therefrom:
All the buildings, structures and other improvements including the building fixtures therein, which
are and shall remain real property, now or hereafter located on and permanently annexed to or
on the land hereinafter described in PARCEL One and PARCEL One -A above.
PARCEL One -B:
A Non-exclusive right to use six (6) Parking Spaces, as set forth in that certain Declaration of
Restrictions executed by the Redevelopment Agency of the City of San Rafael, a public body,
corporate and politic, recorded September 11, 1990 as Recorder's Serial No. 90-53574, Marin
County Records.
7_1:T401aMi
Subordination Agreement County to City
All the buildings, structures and other improvements including the building fixtures therein, which
are and shall remain real property, now or hereafter located on and permanently annexed to or
on the land hereinafter described.
A) All the lands shown upon that certain map entitled, Map of Centertown, an Air -Space
Condominium filed for record December 13, 1983 in Volume 18 of Maps, at Page 98, Marin County
Records.
B) Beginning at a point on the Westerly line of "C" Street Distant thereon 109 feet and 8 inches
Northerly from the intersection of said Westerly line of "C" Street and the Northerly line of Second
Street, said point of beginning being the Southeast corner of that lot conveyed by Loretta Ceaser
to John Mirata by Deed recorded in Book 165 of Deeds, Page 269, running thence Westerly at a
right angle to "C" Street and along the Southerly line of the Lot so conveyed by Ceaser to Mirata
150 feet; thence Southerly at a right angle 42 feet; thence Easterly at a right angle 150 feet to
the Westerly line of "C" Street thence Northerly along the said line of "C" Street 42 feet to the
point of beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
The above Parcels being all the lands, as shown upon that Parcel Map entitled, "Parcel Map Being
a Reversion to Acreage of Lands of San Rafael Redevelopment Agency as described in Doc. No.
89-0044735 and Doc. No. 89-0069342 Marin County Records Portion Block 15 'Map of Townsite
of San Rafael' recorded in Rack 1, Pull 4 Marin County Records, San Rafael, Marin County,
California", filed for record August 1, 1990 in Volume 24 of Parcel Maps, at Page 92, Marin County
Records.
APN: 011-254-19
OAK #4819-1699-1485 v5 -2-
r
.
f IIf41� fl�li Illff 11�1s f !�I i!!�I! ��III 9lII� �iixl if I� �i{ii ��Iii �i�i 1��i
I
Recorded at the Request of
2021_0065604
Old Republic Title Company -
Recorded :' REC FEE 0.(10
Oakland
Official Records
County of CONFORRED COPY 0.00
Marie,
RECORDING REQUESTED BY
SHELLY Srffl i
I
AND WHEN RECORDED MAIL TO:
j4ssesq.�r- Rem -dew
County Clerk
City of San Rafael
so
;i:ISPjM zE Oct•2021 Page I of 11
1400 Fifth Avenue, Room 202
San Rafael, California 94901
Attn: City Manager
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103,27383
APN: 011-254-19
Space above this line for Recorder's use.
Property address: 855 C Street, San Rafael, CA 94901
SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY
THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.
THIS AGREEMENT, made this 22 day of October, 2021 by CENTERTOWN II, LP, a
California limited partnership, owner of the real property hereinafter described and hereinafter referred
to as "Owner", the City of San Rafael, a municipal corporation ("Lender"), and BRIDGE Housing
Corporation, a California nonprofit public benefit corporation ("BRIDGE") and EAH, Inc., a
California nonprofit public benefit corporation ("EAH") (collectively, the present owner and holder of
the deed of trust and note first hereinafter described and hereinafter referred to as "Beneficiary").
WITNESSETH
THAT WHEREAS, Owner did on the date hereof, execute a deed of trust to Old Republic Title
Company as trustee ("Trustee"), covering:
Owner's (i) leasehold interest in the land and (ii) the fee interest in the improvements thereon
of that certain real property located in the City of San Rafael, County of Marin, State of
California, that is described in the attached Exhibit A, incorporated herein by this reference.
to secure a note in the sum of $11,055,788, , in favor of Centertown .Associates, Ltd., a California
limited partnership ("Seller"), which note and deed of trust werec_ ncurren#iy assigned from Seller to
Beneficiary pursuant to that certain Assignment and Assumption of Note and Leasehold Deed of Trust
dated October 22, 2021 (the "Assignment"). Both the deed of trust and the Assignment were recorded
concurrently herewith in Official Records of Marin County (the "Official Records"), California and
the deed of trust is subject and subordinate to the deed of trust next hereinafter described; and
WHEREAS, Owner has executed, or is about to execute, a note in the amount of $909,876.00,
dated October 22, 2021, in favor Lender, payable with interest and upon the terms and conditions
described therein, which note is secured by that certain Leasehold Deed of Trust, Assignment of Rents,
Security Agreement and Fixture Filing dated October 22, 2021 by Owner to Trustee for the benefit of
Lender and recorded in the Official Records concurrently herewith; and
WHEREAS, it is a condition precedent to obtaining said additional loan that said deed of trust
in favor of Lender, securing all obligations recited therein as being secured thereby, including but not
Subordination Agreement Seller Carryback Loan to City
144\76\3151377.1
OAK #4812-3254-3486 v4
limited to said additional loan, shall unconditionally be and remain at all times a lien or charge upon
the land hereinbefore described, prior and superior to the lien or charge of the deeds of trust first above
mentioned; and
WHEREAS, Lender is willing to make said additional loan provided the deed of trust securing
the same is a lien or charge upon said land prior and superior to the lien or charge of the deeds of trust
first above mentioned and provided that Beneficiary will specifically and unconditionally subordinate
the lien or charge of the deeds of trust first above mentioned to the lien or charge of said deed of trust
in favor of Lender; and
WHEREAS, it is to the mutual benefit of the parties hereto that Lender make said additional loan
to Owner; and Beneficiary is willing that the deed of trust securing the same shall constitute a lien or charge
upon said land which is unconditionally prior and superior to the lien or charge of the deeds of trust above
mentioned.
NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and
other valuable consideration, the receipt and sufficiency of which consideration is hereby
acknowledged, and in order to induce Lender to make the additional loan above referred to, it is hereby
declared, understood, and agreed as follows:
(1) That said deed of trust in favor of Lender, as to said additional loan as well as all other obligations
recited as being secured thereby, and any renewals or extensions hereof, shall unconditionally be and
remain at all times a lien or charge on the property therein described, prior and superior to the lien or
charge of the deeds of trust first above mentioned. Notwithstanding the foregoing, Lender may not
modify any provision of the Lender loan documents, without the prior written consent of the
Beneficiary, that (a) increases the Lender indebtedness, except for increases in the Lender
indebtedness that result from advances made by Lender to protect the security or lien priority of
Lender under the Lender's loan documents or to cure defaults under the Beneficiary's loan documents;
(b) increase the stated interest rate, including the stated default rate, above the rates expressly provided
in the Lender's loan documents, or (c) decrease the term of the Loan. For avoidance of doubt, an
"increase in Lender indebtedness" shall not include compounded interest or other amounts due under
the Lender's loan documents solely due to Owner's failure to make payments when due or (for
whatever reason) Lender does not enforce Owner's obligations under Lender's loan documents.
(2) That Lender would not make its additional loan above described without this
subordination agreement.
(3) That this agreement shall be the whole and only agreement with regard to the subordination
of the lien or charge of the deeds of trust first above mentioned to the lien or charge of the deed of
trust in favor of Lender above referred to and shall supersede and cancel, but only insofar as would
affect the priority between the deeds of trust hereinbefore specifically described, any prior
agreements as to such subordination, including, but not limited to, those provisions, if any,
contained in the deeds of trust first above mentioned, which provide for the subordination of the
lien or charge thereof to another deed or deeds of trust or to another mortgage or mortgages.
Beneficiary declares, agrees, and acknowledges that:
(a) Beneficiary consents to and approves (i) all provisions of the note evidencing said additional
loan and the deed of trust securing same, and (ii) all agreements, including but not limited to any
Subordination Agreement Seller Carryback
OAK #4812-3254-3486 v4 -2- Loan to City
144\76\3151377.1
loan or escrow agreements, between Owner and Lender for the disbursement of the proceeds of
Lender's additional loan;
(b) Lender in making disbursements pursuant to any such agreement is under no obligation or
duty to, nor has Lender represented that it will, see to the application of such proceeds by the
person or persons to whom Lender disburses such proceeds and any application or use of such
proceeds for purposes other than those provided for in such agreement or agreements shall not
defeat the subordination herein made in whole or in part;
(c) Beneficiary intentionally and unconditionally waives, relinquishes, and subordinates the lien
or charge of the deeds of trust first above mentioned in favor of the lien or charge upon said land
of the deed of trust in favor of Lender, as to said additional loan as well as all other obligations
recited therein as being secured thereby, and understands that in reliance upon and in consideration
of this waiver, relinquishment and subordination specific loans and advances are being and will be
made and, as part and parcel thereof, specific monetary and other obligations are being and will be
entered into which would not be made or entered into but for said reliance upon this waiver,
relinquishment and subordination; and
(d) An endorsement has been placed upon the notes secured by the deeds of trust first above
mentioned that said deeds of trust have by this instrument been subordinated to the lien or
charge of the deed of trust in favor of Lender above referred to.
Subordination Agreement Seller Carryback
OAK #4812-3254-3486 v4 -3- Loan to City
144\76\3151377.1
NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH
ALLOW THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO
OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR OTHER
PURPOSES THAN IMPROVEMENT OF THE LAND.
Beneficiary:
BRIDGE Housing Corporation,
a California nonprofit public benefit corporation
a
By: U —
es an Executive Vice President
EAH Inc.,
a California nonprofit public benefit corporation
By: No "1-"
Welton Jordan,
Assistant Secretary and
Chief Real Estate Development Officer
Signature Page -1 Subordination Agreement Seller Carryback Loan to City
Owner:
CENTERTOWN II, LP, a California limited partnership
By Centertown II, LLC, a California limited liability
company, its managing general partner
By: BRIDGE Housing Corporation, a California
nonprofit public benefit corporation, its
managing member
By:
Smitha Seshadr:T; $xecutive Vice
President
By: EAH Inc., a California nonprofit public
benefit corporation, its managing member
By:
Welton Jordan, Assistant Secretary
and Chief Real Estate Development
Officer
Signature Page -2 Subordination Agreement Seller Carryback Loan to City
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ALAMEDA
On October 18, 2021, before me, Joshua Lim, Notary Public, personally appeared Smitha
Seshadri, who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
J051 -11.1A T. Lim
Notary Public - California
= Alameda County Name: Joshua Lim
Commission a 2353433
+•y Com-r.:xDiles Mar 30.2025 H Notary Public
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ALAMEDA
On October 18, 2021, before me, Joshua Lim, Notary Public, personally appeared Welton
Jordan, who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
ra�Mtr� r, 4rM
I
SRI
��rr fudlie • fetFforme
Aie+ntstle County
235343
r CarT. ER01•es Mar 30.2025
Name: Joshua Lim
Notary Public
Lender: CITY OF SAN RAFAEL, a municipal corporation
Jim �chuty, City Manger
Signature Page '� Subordination Agreement Seller Carryback Loan to City
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA }
] SS.
COUNTY OF1'] J
On bhq /
before me, _� _ /C �T/t./.Notary Public,
personally It I
appeared iJ eft n (,m ZdL
who proved to me on the basis of satisfactory vidence} to be the person
within instru ent nd acknowledged to rr tha , shth/y executed the s c i
and that by is h /th signature} on the ins rum nt the person}, or the en
acted, exec d the i strument.
e is subscribed to the
1r t prized capacity[iefs�
ehalf of which the personK
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal. BRENNA KATHLEEN NURMI
Notary Public - California
Marin County
Signstuie J411/ /� V1"� Commission p 2297544
my Comm. Expires Jul 18, 2023
FOR NOTARY STAMP
Subordination Agreement Seller Carryback
-2- Loan to City
F,xhihit A
LEGAL DESCRIPTION
PARCEL One:
All the lands shown upon that certain Map entitled, "Map of Centertown, an Air -Space
Condominium", filed for record on December 13, 1983 in Volume 18 of Maps, at Page 98, Marin
County Records.
PARCEL One -A:
Beginning at a point on the Westerly line of "C" Street distant thereon 109 feet and 8 inches
Northerly from the intersection of said Westerly line of "C" Street and the Northerly line of Second
Street, said point of beginning being the Southeast corner of that Lot conveyed by Loretta Ceaser
to John Mirata by Deed recorded in Book 165 of Deeds, at Page 269, running thence Westerly at
a right angle to "C" Street and along the Southerly line of the Lot so conveyed by Ceaser to Mirata
150 feet; thence Southerly at a right angle 42 feet; thence Easterly at a right angle 150 feet to
the Westerly line of "C" Street thence Northerly along the said line of "C" Street 42 feet to the
point of beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
The above Parcels being all the lands, as shown upon that Parcel Map entitled, "Parcel Map Being
a Reversion to Acreage of Lands of San Rafael Redevelopment Agency as described in Doc. No.
89-0044735 and Doc. No. 89-0069342 Marin County Records Portion Block 15 'Map of Townsite
of San Rafael' recorded in Rack 1, Pull 4, Marin County Records, San Rafael, Marin County,
California", filed for record August 1, 1990 in Volume 24 of Parcel Maps, at Page 92, Marin County
Records.
Excepting therefrom:
All the buildings, structures and other improvements including the building fixtures therein, which
are and shall remain real property, now or hereafter located on and permanently annexed to or
on the land hereinafter described in PARCEL One and PARCEL One -A above.
PARCEL One -B:
A Non-exclusive right to use six (6) Parking Spaces, as set forth in that certain Declaration of
Restrictions executed by the Redevelopment Agency of the City of San Rafael, a public body,
corporate and politic, recorded September 11, 1990 as Recorder's Serial No. 90-53574, Marin
County Records.
Signature Page -2 Subordination Agreement Seller Carryback Loan to City
PARCEL Two:
All the buildings, structures and other improvements including the building fixtures therein, which
are and shall remain real property, now or hereafter located on and permanently annexed to or
on the land hereinafter described.
A) All the lands shown upon that certain map entitled, Map of Centertown, an Air -Space
Condominium filed for record December 13, 1983 in Volume 18 of Maps, at Page 98, Marin County
Records.
B) Beginning at a point on the Westerly line of "C" Street Distant thereon 109 feet and 8 inches
Northerly from the intersection of said Westerly line of "C" Street and the Northerly line of Second
Street, said point of beginning being the Southeast corner of that lot conveyed by Loretta Ceaser
to John Mirata by Deed recorded in Book 165 of Deeds, Page 269, running thence Westerly at a
right angle to "C" Street and along the Southerly line of the Lot so conveyed by Ceaser to Mirata
150 feet; thence Southerly at a right angle 42 feet; thence Easterly at a right angle 150 feet to
the Westerly line of "C" Street thence Northerly along the said line of "C" Street 42 feet to the
point of beginning.
Being a portion of Block 15 of the Townsite of the Town of San Rafael.
The above Parcels being all the lands, as shown upon that Parcel Map entitled, "Parcel Map Being
a Reversion to Acreage of Lands of San Rafael Redevelopment Agency as described in Doc. No.
89-0044735 and Doc. No. 89-0069342 Marin County Records Portion Block 15 'Map of Townsite
of San Rafael' recorded in Rack 1, Pull 4 Marin County Records, San Rafael, Marin County,
California", filed for record August 1, 1990 in Volume 24 of Parcel Maps, at Page 92, Marin County
Records.
APN: 011-254-19
Subordination Agreement Seller Carryback
-2- Loan to City
