HomeMy WebLinkAboutCED City-Owned Property as Exempt Surplus Land, and Affordable Housing Development Exclusive Negotiating Agreement for City Property____________________________________________________________________________________
FOR CITY CLERK ONLY
Council Meeting: May 20, 2024
Disposition: Resolution 15286
Agenda Item No: 4.c
Meeting Date: May 20, 2024
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: COMMUNITY & ECONOMIC DEVELOPMENT
Prepared by: Micah Hinkle, Director,
Community and Economic Development
Chris Hess, Assistant Director
Community Development
Housing and Homelessness Programs
Stacey Laumann, Economic Development
Program Manager
City Manager Approval: _______
TOPIC: CITY-OWNED PROPERTY AS EXEMPT SURPLUS LAND, AND AFFORDABLE
HOUSING DEVELOPMENT EXCLUSIVE NEGOTIATING AGREEMENT FOR CITY
PROPERTY
SUBJECT: RESOLUTION DETERMINING AND DECLARING THE CITY-OWNED SITE LOCATED
AT 519 4TH STREET (APN 014-123-06) TO BE EXEMPT SURPLUS LAND PURSUANT
TO GOVERNMENT CODE SECTION 54221(f)(1)(A), AND AUTHORIZING THE CITY
MANAGER TO ENTER INTO AN EXCLUSIVE NEGOTIATING AGREEMENT WITH
ABODE HOUSING DEVELOPMENT
RECOMMENDATION:
Adopt the resolution.
BACKGROUND:
On December 8, 2023, the City issued a Request for Proposals (RFP) for the development of the city-
owned property at 519 4th Street (Attachment 3). The property, APN 014-123-06, comprises 0.304 acres
(13,278 square feet) and is located on the south side of 4th Street, between Irwin Street and Grand
Avenue. The property was acquired by the San Rafael Redevelopment Agency in 1983. It is developed
with an L-shaped commercial building and parking lot utilized by the City for police and fire department
storage.
The State of California's Surplus Land Act (SLA) requires cities to identify surplus land and prioritize its
use for affordable housing development. Following specific procedures outlined in the SLA, cities must
offer this surplus land to affordable housing developers before considering selling or leasing it for other
purposes.
Housing developments may be exempt from certain provisions of California's SLA if they meet specific
criteria, such as having at least 25% of units designated for lower-income households. This exemption
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
facilitates the development of affordable housing on surplus land without additional procedural
requirements. The City’s 519 4th Street property represents an opportunity to develop affordable housing
on a City property via such an exemption under section 54221(f)(1)(A) of the SLA (Government Code
sections 54220-54234). Under Government Code Section 54221(f)(1)(A), surplus land that is transferred
pursuant to Government Code Section 37364 for development as affordable housing qualifies as “exempt
surplus land”. Government Code Section 37364 authorizes local agencies to sell, lease, or otherwise
dispose of real property to provide housing affordable to persons and families of low- or moderate-income
the developer commits to (i) utilize at least 80% of the land area of the site for development of housing;
(ii) cause not less than 40% of the units to be developed to be affordable to households whose incomes
are equal to, or less than, 60% of the area median income for Marin County, adjusted for family size
(AMI); and (iii) cause at least half of the units described in clause (ii) to be affordable to households
whose incomes are equal to, or less than, 50% of AMI.
ANALYSIS:
Request for Proposals (RFP) Process
The process outlined below was published with the RFP on December 8, 2023.
Timeline
Announcement December 8, 2023
Virtual Developer Workshop December 20, 2023, 3:00-4:00 PM
Deadline for emailed questions for City response January 8, 2024; City responses by January 12,
2024
Responses Due January 24, 2024 by 5:00 PM
Evaluation January 25 - 31, 2024
Developer Team Interview(s) (if applicable) February 6 - 13, 2024 (February 9, 2024 actual)
Authorization by the City Council March 2024 (May 2024 actual)
Three developer teams responded to the RFP. Each application was evaluated based on the
development team’s stated project vision, target population, organizational experience and capacity, and
financial proposal.
As a result of this process, staff recommend proceeding with Abode Housing Development (“Abode”)
for exclusive negotiations.
The Abode project proposes 56 units total, with 53 one-bedrooms and 3 two-bedrooms. 50% of these
(28 units) would be reserved for supportive housing for formerly homeless residents. 29 units would be
restricted at 20-30% AMI, 14 units at 50% AMI, and 12 units at 60% AMI. Abode proposes to develop
the project using Low-Income Housing Tax Credits, regional and state affordable housing bond dollars,
and will provide property management and on-site social services. Given the affordability levels of the
proposed project, the project would qualify for the SLA exemptions described in the background section
of this staff report.
Staff recommends proceeding with Abode for the following reasons.
1. Abode’s proposal most directly addresses the City Council’s goal of ending homelessness,
especially for the chronically homeless population staying in encampments, providing the largest
number of deeply affordable units of permanent supportive housing.
2. Compared to the competing proposals for designated senior housing (aged 62+), Abode’s
proposal more directly serves the population experiencing homelessness in San Rafael.
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
Homelessness among older adults is a serious issue, and age is a prioritization factor for
permanent supportive housing (PSH) units in the community. However, the greater number of
PSH units in the Abode proposal, without an age restriction, maximizes the project’s benefit for
addressing homelessness as it is experienced in San Rafael.
3. Abode’s proposal provides the necessary components of successful permanent supportive
housing, including robust onsite case management services, thereby providing a greater
likelihood of success in housing high-acuity and challenging residents. Although all three
proposals called out the need for additional social services and operating subsidies, Abode shows
the largest budget and staffing for clinical services (1.2 FTE onsite) in its proposal proforma.
As an affordable housing developer, Abode's mission is to end homelessness by assisting low-income,
un-housed people, including those with special needs, to secure stable, supportive housing; and to be
advocates for the removal of the causes of homelessness. Abode was founded in Alameda County in
1989 and has since expanded its impact throughout the Bay Area, serving more than 15,000 people each
year in Alameda, Santa Clara, San Francisco, Santa Cruz, San Mateo, Napa, and Solano counties.
Next Steps
Staff recommends the City enter into an Exclusive Negotiating Agreement (ENA) with Abode in
substantially the form attached (Attachment 2), subject to minor conforming changes as approved by the
City Attorney. The ENA provides a commitment between the City and Abode Housing Development to
exclusively negotiate terms and conditions of a Disposition and Development Agreement (DDA) over a
12-month period split into two phases: a 6-month preliminary stage during which the parties will focus on
term sheet negotiations, followed by a 6-month DDA stage during which the parties will, assuming they
have reached agreement on a term sheet, negotiate and draft a comprehensive DDA consistent with the
term sheet. The ENA allows for up to 120 days of administrative extensions of the negotiating period.
This arrangement allows for focused discussions on terms without external interference, ultimately aiming
to streamline the negotiation process.
Staff would return to the City Council to seek approval of any proposed DDA, which would determine the
land disposition, specifically if the property is leased or sold to the developer. The property value will be
appraised as part of the due diligence process.
Adobe would be responsible for all project development and permitting processes and project financing.
The City can anticipate that the value of the property will leverage additional state and federal affordable
housing development funds and leverage potentially greater long-term operating subsidy and social
services commitments.
COMMUNITY OUTREACH:
Upon release of the RFP, staff posted the RFP on the City’s website and emailed it to organizations on
two developer lists: Marin County Community Development Agency’s list of developer contacts (39
contacts), and a City staff-generated list (61 contacts). Staff presented and answered questions at the
December 20th developer workshop and responded publicly to emailed questions on January 12th as
described in the timetable above.
FISCAL IMPACT:
The fiscal impact to the City for predevelopment expenses related to the housing project are estimated
to be approximately $70,000 in legal fees, title and transaction expenses, background documentation,
and consultants.
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 4
In FY 2023-24, $20,000 is available from Community and Economic Development Department’s budget
and to support expenditures in the current fiscal year. An additional $50,000 in funding to support
predevelopment expenses is incorporated in the FY 2024-25 budget.
OPTIONS:
The City Council has the following options to consider on this matter:
1. Adopt the resolution.
2. Direct staff to return with more information.
3. Take no action.
RECOMMENDED ACTION:
Adopt the resolution (Attachment 1) determining that the property at 519 4th Street is exempt surplus land
under the Surplus Land Act and authorizes the City Manager to enter into an Exclusive Negotiating
Agreement (ENA) with nonprofit housing developer Abode Housing Development, for the development
of the property.
ATTACHMENTS:
1. Resolution
2. Exclusive Negotiating Agreement
3. Request for Proposals for the Development of New Affordable Housing, 519 4th Street
4873-5218-5190 v5
RESOLUTION 15286
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
DETERMINING AND DECLARING THE CITY-OWNED SITE LOCATED
AT 519 4TH STREET (APN 014-123-06) TO BE EXEMPT SURPLUS
LAND PURSUANT TO GOVERNMENT CODE SECTION 54221(f)(1)(A),
AND AUTHORIZING THE CITY MANAGER TO ENTER INTO AN
EXCLUSIVE NEGOTIATING AGREEMENT WITH ABODE HOUSING
DEVELOPMENT
WHEREAS, the City of San Rafael (the “City”) is the owner of that certain real
property within the City limits at 519 4th Street, consisting of approximately 0.304 acre,
designated as APN 014-123-06 (the “Property”); and
WHEREAS, the Property is located within the Downtown San Rafael Precise
Plan Area and is currently improved with a commercial building used as storage for the
City’s police and fire departments; and
WHEREAS, on December 8, 2023, the City issued a Request for Proposals
(“RFP”) seeking a developer to develop an affordable housing project on at least eighty
percent (80%) of the Property. The RFP was distributed to private developers as well
as housing sponsors (as defined in Health and Safety Code Section 50074) that have
notified the California Department of Housing and Community Development of their
interest in surplus land; and
WHEREAS, City received three (3) proposals, one of which was submitted by
Abode Housing Development, a California nonprofit public benefit corporation
(“Abode”); and
WHEREAS, Abode’s proposal contemplates development of the Property
exclusively with affordable housing units, half of which will be affordable to households
with incomes that do not exceed 60% of the area median income (“AMI”) and half of
which will be available to persons experiencing homelessness or to very low income
households (households with incomes less than 50% of AMI) (the “Project”); and
WHEREAS, City staff has reviewed the proposals, interviewed the three (3)
respondents, determined that Abode has demonstrated the highest level of skill,
experience, and financial capacity and that Abode’s proposed Project would best
advance City’s goals for development of the Property; and
WHEREAS, the Surplus Land Act (Government Code Section 54220 et. seq.)
(“Act”) requires local agencies, including charter cities, to follow certain procedures to
dispose of “surplus land” or declare land to be “exempt surplus land” at a regular public
meeting prior to disposition; and
4873-5218-5190 v5
WHEREAS, pursuant to Government Code Section 54221(f)(1)(A), surplus land
that is transferred pursuant to Government Code Section 37364 for development as
affordable housing qualifies as “exempt surplus land”; and
WHEREAS, Government Code Section 37364 authorizes local agencies to sell,
lease, or otherwise dispose of real property to provide housing affordable to persons
and families of low- or moderate-income provided that (i) at least 80% of the area of the
property will be used for development of housing, and (ii) at least 40% of the housing
units developed on the property will be affordable to households whose income is not
greater than 60% of AMI (75% of the upper limit for “lower income households”), of
which at least one-half will be affordable to households of very low-income (50% AMI);
and
WHEREAS, City desires to enter into an Exclusive Negotiating Agreement, in
substantially the form included in the staff report accompanying this resolution (“ENA”)
with Abode for the purpose of negotiating the terms of a proposed Disposition and
Development Agreement (“DDA”) and affordable housing covenant (“Affordable
Housing Covenant”) for the Property and the Project, conducting predevelopment site
analysis and project scoping, and determining a preliminary site plan for the Project;
and
WHEREAS, a DDA, if approved by the City Council and entered into by the
parties, will require the Property to be developed and operated for residential uses
consistent with the affordability requirements set forth in Government Code Section
37364.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San
Rafael that:
1. The City Council adopts the recitals set forth above as findings of fact.
2. The City Council has determined, and hereby affirms, that a DDA, if approved by
the City Council and entered into by the parties, will require recordation of an
Affordable Housing Covenant ensuring that the Property will be developed for
and used to provide affordable housing, including housing affordable to persons
and families of low- and very low-income in a manner consistent with the
affordability requirements set forth in Government Code Section 37364, that this
use is in the City’s and community’s best interests, and that development of the
Property and the Project in accordance with requirements to be set forth in a
DDA and an Affordable Housing Covenant will satisfy the requirements of
Government Code Section 37364.
3. The City Council further makes the following findings, pursuant to Government
Code Section 37364:
4873-5218-5190 v5
a. As will be more particularly set forth in the proposed DDA, (i) not less than
80% of the Property will be required to be developed for housing, and (ii)
within the Project overall, at least 40% of any housing units developed on
the Property will be affordable to households whose income is not greater
than 60% AMI (75% of the upper limit for “lower income households”), of
which at least one-half will be affordable to households of very low-income
(50% AMI).
b. The proposed DDA will require recordation of a separate Affordable
Housing Covenant with a term of not less than 55 years against the
Property, to ensure the affordable residential units within the Project are
restricted for occupancy at affordable rents by eligible households with
household incomes consistent with the requirements of Government Code
Section 37364.
4. Based upon the foregoing, the City Council hereby determines and declares the
Property to be exempt surplus land under Government Code Section
54221(f)(1)(A) as property proposed to be transferred pursuant to Government
Code Section 37364. The City Council further hereby directs City staff to send a
notification to HCD that the City Council has declared the Property exempt
surplus land by this resolution.
5. The City hereby authorizes the City Manager to enter into an ENA with Abode in
substantially the form attached to the staff report, subject to minor conforming
changes as approved by the City Attorney.
I, LINDSAY LARA, 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 of said City held on Monday the 20th day of May 2024, by the following vote, to wit:
AYES: COUNCILMEMBERS: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
LINDSAY LARA, City Clerk
EXCLUSIVE NEGOTIATING AGREEMENT
This Exclusive Negotiating Agreement ("Agreement") is entered into by and between the
City of San Rafael, a municipal corporation ("City"), and Abode Housing Development, a
California nonprofit public benefit corporation ("Developer"), as of the Effective Date indicated
under City's signature block, below. City and Developer are sometimes referred to individually
herein as a "Party", and collectively as the "Parties".
RECITALS
A. City owns that certain real property designated as Assessor Parcel Number 014-
123-06 ("Property") as depicted on the "Site Map" attached hereto as Exhibit A. The Property
is improved with a commercial building currently used as storage for the City's police and fire
departments.
B. On December 8, 2023, the City issued a Request for Proposals ("RFP") seeking a
developer to develop an affordable housing project on at least eighty percent (80%) of the
Property. The RFP was distributed to private developers as well as housing sponsors (as defined
in Health and Safety Code Section 50074) that have notified the California Department of
Housing and Community Development of their interest in surplus land.
C. City received three (3) proposals, including Developer's which contemplates
development of the Property as a residential development consisting entirely of affordable
housing units, half of which will be affordable to households with incomes that do not exceed
60% of the area median income ("AMI") and half of which will be available to persons
experiencing homelessness or to very low income households, which are defined as households
with incomes less than 50% ofAMI (the "Project").
D. On May 20, 2024, the City Council of City by Resolution No. 15286, selected
Developer as City's preferred developer and directed the City Manager to enter into an exclusive
negotiating agreement with Developer.
E. City and Developer now desire to enter into this Agreement setting forth the terms
under which City and Developer will diligently and in good faith endeavor to accomplish the
following: (1) during a Preliminary Stage (defined below) of negotiations, for Developer to (i)
conduct certain due diligence and site planning work, including environmental investigations, to
determine whether the proposed Project is feasible from a financial, design and operational
perspective, and (ii) attempt to agree upon a Term Sheet with City setting forth the key terms of a
Disposition and Development Agreement ("DDA") (defined below) with respect to the Property
and proposed Project; and (2) if, and only if, the Parties memorialize their successful completion
of the Preliminary Stage of the negotiations via a Preliminary Stage Feasibility Confirmation, the
Parties will proceed to a DDA Stage of negotiations during which the Parties would negotiate
and draft a comprehensive DDA setting forth the terms under which City would transfer the
Property to Developer and Developer would develop the proposed Project on the Property and
Developer and its successors and assigns, at its and their expense, would agree to operate the
Project and rent the residential units therein to income eligible households at affordable rents in
accordance with terms to be set forth in the DDA and a recorded Affordable Housing Covenant.
4884-1052-6128 v7
AGREEMENT
City and Developer agree as follows:
NEGOTIATION PERIOD.
1.1 Good Faith Negotiations. City and Developer, acknowledging that time is
of the essence, agree for the Negotiation Period set forth in Section 1.2 below, to negotiate
diligently and in good faith and endeavor to perform the tasks and due diligence necessary for
successful completion of the Preliminary Stage, and if the Preliminary Stage conditions are
satisfied, for the Parties to endeavor to complete the DDA Stage tasks which, if successfully
concluded, would culminate in presentation of a comprehensive DDA to the City Council for its
consideration and potential approval. City agrees, for the Negotiation Period, not to negotiate
with, solicit offers or proposals regarding, or respond to inquiries from (other than to notify the
inquiring party, person or entity that City is subject to an agreement to negotiate exclusively),
any other person or entity regarding the conveyance of the Property and/or the development of
the Property or any portion thereof. A DDA resulting from the negotiations hereunder shall
become effective only if and after such DDA has been considered and approved by the City
Council at a duly noticed public meeting called for such purpose. If a DDA is executed by City
and Developer, the DDA shall thereafter govern the rights and obligations of the Parties.
1.2 Neizotiation Period Stases and Duration.
a. The negotiations shall be conducted in two stages, the combined
duration of which shall not exceed twelve (12) months, plus extensions, if any, as provided in
subsection (b) below ("Negotiation Period"). The "Preliminary Stage" of the Negotiation
Period shall commence on the Effective Date and expire six (6) months thereafter, subject to
potential extension as provided in subsection (b) below, or on the date the Parties execute a
Preliminary Stage Feasibility Confirmation (defined below) whichever is earlier. During the
Preliminary Stage, the Parties shall work together in good faith to (i) enable Developer, at its
expense, to assess whether the proposed Project is feasible from a technical, financial, and
operational perspective, and develop a preliminary site plan for the Project; and (ii) negotiate a
proposed DDA Term Sheet (defined below). If, on or before expiration of the Preliminary Stage,
either Party determines in its sole and absolute discretion that the proposed Project is impractical
or infeasible or otherwise does not meet its needs and objectives, or if either Party determines
that the key terms of a DDA Term Sheet as proposed by the other Party are unacceptable to such
Party, then the Party making such determination may terminate this Agreement by written notice
to the other Party. If, however, on or before expiration of the Preliminary Stage each Party
determines in its sole and absolute discretion that the proposed Project appears to be feasible and
is likely to meet such Party's needs and objectives and that the DDA Term Sheet is acceptable to
such Party, then the Parties shall memorialize the achievement of such milestones in writing
("Preliminary Stage Feasibility Confirmation") and, in such event, the Parties shall proceed to
the DDA Stage (defined below) of the Negotiation Period. If the Parties have not executed a
Preliminary Stage Feasibility Confirmation by the expiration of the Preliminary Stage (as it may
be extended as provided for in subsection (b) below), then this Agreement shall terminate and
neither Party shall have any further rights or obligations under this Agreement, except for those
obligations which by their terms survive expiration or termination hereof. The "DDA Stage" of
4884-1052-6128 v7
the Negotiation Period shall commence, if at all, on the effective date of the Preliminary Stage
Feasibility Confirmation and expire six (6) months thereafter, subject to potential extension as
provided in subsection (b) below. During the DDA Stage, the Parties will endeavor to negotiate
and draft a comprehensive DDA, including an Affordable Housing Covenant, and undertake the
other DDA Stage tasks described in the Schedule of Performance attached hereto as Exhibit B.
b. Extensions. The Preliminary Stage and/or DDA Stage of the
Negotiation Period may each be extended from time to time if the City Manager determines in
his or her sole discretion that the Parties have made substantial progress toward meeting the
performance milestones identified in this Agreement and in the Schedule of Performance to merit
such extension. However, the cumulative total of all such extensions granted by the City
Manager shall not exceed one hundred and twenty (120) days.
2. Negotiation Period Tasks and Milestones
2.1 Preliminary Stage Tasks. During the Preliminary Stage of the Negotiation
Period, Developer and City will undertake the tasks set forth in the Schedule of Performance
attached hereto as Exhibit B, including endeavoring to negotiate and draft a mutually acceptable
term sheet ("Term Sheet") setting forth the key terms for inclusion in the proposed DDA. The
Term Sheet will address, among other things, the following:
a. Transfer value of the Property and the existing improvements
thereon based on an appraisal methodology agreeable to the Parties;
b. Transfer method (e.g. ground lease or fee transfer);
C. Details of the proposed Project land use and operational
characteristics, generally consisting of affordable housing units, which may potentially include
permanent supportive housing for persons experiencing homelessness;
d. Details of the proposed Project structures, in plan and elevation,
along with conceptual renderings;
e. Agreed -upon timelines for entitlements and documentation
necessary for commencement of construction;
f. Conditions precedent for close of escrow, including identification
of all land use approvals, building permits, and construction contracts with a general contractor
that Developer will have to obtain;
g. Financing details, including any debt and equity financing that
Developer may have to obtain, and appropriate evidence of debt and equity commitments that
Developer will need to provide to City's financial consultant prior to City's consideration of a
DDA for approval and prior to closing;
h. City remedies, including reverter rights, if Developer fails to
timely commence or complete construction of the proposed Project by specified dates;
4884-1052-6128 v7
i. The terms of the affordable housing covenant to be recorded
against the Property, including the City's remedies if Developer or its successors or assigns fails
to continuously operate and maintain the Project as affordable rental housing following initial
construction thereof;
j. Outline of the City entitlement process to be administered and
processed separately from the DDA, the costs of which will be borne exclusively by Developer;
k. Developer's review of a title report for the Property, to be obtained
by Developer from a mutually agreeable title company, and resolution of any title objections; and
Developer's due diligence investigations of the Property.
2.2 DDA Stage. If the Parties proceed to the DDA Stage of the Negotiation
Period, then City and Developer, in addition to undertaking the other DDA Stage tasks as set
forth in the Schedule of Performance, will endeavor to negotiate and draft a mutually acceptable
DDA, including ancillary agreements, to be considered for approval by the City Council prior to
expiration of the Negotiation Period.
3. Costs Associated With the Negotiation Period Tasks. Developer shall be solely
responsible for the costs associated with preparing site plans, drawings, plans, or other graphic
materials; conducting project financial feasibility analysis; obtaining a title report; undertaking
physical and environmental investigations of the Property and improvements thereon, including
an updated Phase 1 report (and, if recommended by the Phase 1, a Phase 2 report or other
subsurface soil and/or ground water investigations); any CEQA analysis required for the
proposed Project; and any and all land use entitlement and permitting costs. Except as otherwise
provided above, each Party shall be responsible for bearing its own internal costs associated with
the Negotiation Period including, without limitation, attorneys' fees and staffing costs.
4. Right of Entry and City Materials.
4.1 Right of Entry. City shall provide Developer reasonable access to all
portions of the Property and improvements thereon for the purpose of obtaining data and making
surveys and tests necessary to evaluate the development potential of the Property and otherwise
to conduct the land use due diligence relating to the Project as contemplated hereunder,
including, without limitation, the right to make borings to investigate the soils and environmental
condition of the Property with the City's prior approval and in exchange for appropriate
Developer obligations to indemnify City and add City as an additional insured on Developer's or
Developer's consultants insurance policies. Said right of access, and the associated insurance
and indemnity requirements for invasive testing, shall be memorialized via an access agreement
in a form reasonably acceptable to City.
4.2 City Materials. City will provide Developer the Phase 1 Environmental
Site Assessment prepared by the ECA Group Environmental Consultants on August 23, 2023 and
a title report for the Property and any other engineering, environmental reports and related data
that Developer requests and that are in City's possession, custody or control (collectively, "City
Materials"). Any City Materials provided to Developer will be furnished without warranty of
any kind and on the express condition that Developer will make its own independent verification
4884-1052-6128 v7
of the accuracy, reliability and completeness of such information as Developer deems
appropriate, and that Developer will not rely on the City Materials.
5. DEVELOPER INVESTIGATIONS AND STUDIES. At no cost to City,
Developer shall make available to City any reports prepared in connection with Developer's
investigation, testing, or studies of the Property, including (i) all environmental reports,
appraisals, geotechnical reports, surveys, marketing reports, lot studies and improvement plans;
(ii) design concepts and draft land use and infrastructure plans and any other permits and
approvals for any other land use entitlements; and (iii) any other relevant information or
documentation relative to entitlement, approval or development of the Project ("Third Party
Materials") by Developer or by any engineer, appraiser, or any other consultant retained by
Developer or any of the Developer Parties as defined below (each, a "Consultant"). Once
delivered to City, the Third Party Materials shall become the property of the City. At no cost to
City, every report prepared by any Consultant performing an investigation or study of the
Property shall name the City as an "intended user" or state that it was prepared for the City's use.
Developer shall further include contractual language in all contracts with the Consultants
producing such Third Party Materials by which those Consultants consent to future use of such
Third Party Materials by City and its designees without payment by City or its designees. The
provisions of this Section 5 shall survive the expiration or termination of this Agreement and
shall apply whether or not the Parties proceed to the DDA Stage or enter into a DDA.
6. ADDITIONAL DEVELOPER RESPONSIBILITIES
6.1 Full Disclosure. Developer shall provide to City (a) the names of its
principals, officers and/or those with managerial authority, joint venturers, negotiators,
development managers, consultants and directly -involved managerial employees (collectively,
"Developer Parties"); and (b) all other material information concerning Developer reasonably
requested by City. Any material change in the identity of the Developer Parties shall be subject
to the approval of City, which shall not be unreasonably withheld.
6.2 Project Cost and Revenue Documentation. Upon request by City,
Developer shall provide City or its designees with development and operating assumptions
related to Project costs and revenues by category, including detailed information regarding extra-
ordinary Project costs of individual Project components and full disclosure regarding the
potential methods of financing to be used in the acquisition of the Property and development of
the proposed Project. Developer acknowledges that detailed information regarding such
development and operating assumptions will be necessary in order for City and its financial
consultants to evaluate the financial terms of the proposed DDA.
6.3 Progress Reports. Developer shall keep City advised as to the status of all
work to be undertaken by or on behalf of Developer as described in the Schedule of
Performance. Within ten (10) days following City's request, which may be made from time to
time during the Negotiation Period, Developer shall submit to City a written progress report
advising City on the status of all work being undertaken by or on behalf of Developer.
4884-1052-6128 v7
7. CITY'S RESPONSIBILITIES
7.1 City Assistance and Cooperation. City shall cooperate with Developer by
providing full disclosure regarding City's current actual knowledge of the existing condition of
the Property or the improvements thereon. City shall share the City Materials with Developer.
GENERAL PROVISIONS
8.1 No Brokerage Fees. City shall not be liable for any real estate commission
or brokerage fees which may arise from the proposed transfer of the Property or any portion
thereof or interest therein. Developer represents and warrants to City that it has not engaged any
broker, agent or finder in connection with the acquisition or development of the Property.
Developer further agrees to indemnify, defend and hold City harmless from any claim by any
other broker, agent or finder retained by, or alleged to have been retained by, Developer.
Developer's indemnity obligations under this Section 8.1 shall survive expiration or termination
of this Agreement.
8.2 Notices. Any approval, disapproval, demand or other notice which either
Party may desire to give to the other Party under this Agreement must be in writing and may be
given by any commercially acceptable means, including personal delivery, or overnight courier,
to the Party to whom the notice is directed at the address of the Party as set forth below, or at any
other address as that Party may later designate by notice.
To City: City of San Rafael
1400 Fifth Avenue, Room 203
San Rafael, CA 94901
Attention: Cristine Alilovich, City Manager
With copies to: City of San Rafael
1400 Fifth Avenue, Room 203
San Rafael, CA 94901
Attention: Robert Epstein, City Attorney
Burke, Williams & Sorensen, LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612-3520
Attention: Gerald J. Ramiza, Esq.
To Developer: Abode Housing Development
40849 Fremont Blvd.
Fremont, CA 94538
Attn: Jon White
Any notice shall be deemed received on the date of delivery if delivered by personal
service, three (3) business days after mailing if sent by first class mail, and on the date of
delivery or refused delivery as shown by the records of the overnight courier if sent via overnight
courier.
4884-1052-6128 v7
8.3 Limitations of this Agreement. By its execution of this Agreement, City is
not committing itself to or agreeing to undertake: (i) disposition of the Property to Developer; or
(ii) any other acts or activities requiring the subsequent independent exercise of discretion by
City or any agency or department thereof. This Agreement does not constitute a disposition of
property by City. Execution of this Agreement by City is merely an agreement to enter into a
period of exclusive negotiations according to the terms hereof, reserving final discretion and
approval by City as to any DDA, including affordable housing covenant, and all proceedings and
decisions in connection therewith. In addition, nothing in this Agreement shall be construed to
limit the application of CEQA to any DDA or the proposed Project or control the actions of City
in meeting its CEQA obligations. In fulfilling its obligations under CEQA, City shall act
independently, reserving full and complete discretion with respect to any such CEQA approvals
without reference to this Agreement. City shall not be liable, in any respect, to Developer for its
action or inaction in fulfilling its CEQA obligations. City will not consider the approval of any
DDA or the proposed Project, unless and until it has fully reviewed and considered the
environmental impacts in accordance with CEQA. City is not, and shall not be considered to be,
obligated by this Agreement, or otherwise, to approve the proposed Project or any DDA, or any
changes to the foregoing, or any other agreement. After CEQA review, City is not obligated, by
this Agreement or otherwise, to adopt findings of overriding considerations for approval of or to
take any other action in support of the proposed Project or any DDA or any changes to the
foregoing, nor is City precluded from rejecting the DDA and/or proposed Project or from
imposing mitigation measures as a condition of approval, which measures mitigate or avoid
direct or indirect environmental effects of the proposed Project. If City rejects the DDA or
proposed Project, this Agreement shall automatically terminate and, except for those obligations
which by their terms survive termination hereof, neither Party shall have any further rights or
obligations hereunder.
8.4 Integration. This Agreement contains the entire understanding between
the Parties relating to the matters set forth herein. All prior or contemporaneous agreements,
understandings, representations and statements, oral or written, are merged in this Agreement and
shall be of no further force or effect.
8.5 Modifications. Any alteration, change or modification of or to this
Agreement, in order to become effective, shall be made in writing and in each instance signed on
behalf of each Party.
8.6 Severabi I itv. If any term, provision, condition or covenant of this
Agreement or its application to any Party or circumstances shall be held, to any extent, invalid or
unenforceable, the remainder of this Agreement, or the application of the term, provision,
condition or covenant to persons or circumstances other than those as to whom or which it is
held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the
fullest extent permitted by law.
8.7 No Assi n�. The qualifications and identity of Developer are of
particular concern to City. It is because of those unique qualifications and identity that City has
entered into this Agreement with Developer. Accordingly, except as otherwise expressly
provided below, Developer may not transfer or assign any or all of its rights or obligations under
this Agreement except with the prior written consent of the City, which consent shall be granted
4884-1052-6128 0
or withheld in the City's sole absolute discretion, and any such attempted transfer or assignment
without the prior written consent of City shall be void.
8.8 Successors and Assigns. Subject to the limitations on assignment set forth
in Section 8.7 above, this Agreement shall be binding upon, and inure to the benefit of, the
Parties, their heirs, executors, personal representatives, nominees, successors and assigns.
8.9 Indemnity. Developer shall indemnify, defend (with counsel reasonably
acceptable to City), protect and hold City, and its officers, employees, elected officials, agents
and representatives, harmless from, all third -party claims, demands, damages, defense costs or
liability of any kind or nature arising directly or indirectly from the implementation of this
Agreement, including any Property investigation and/or acquisition activities under Section 4
above, including damages to property or injuries to persons, accidental death, and reasonable
attorneys' fees and costs, whether such activities or performance thereof be by Developer or its
employees, agents, contractors or subcontractors and whether such damage shall accrue or be
discovered before or after expiration or termination of this Agreement. Developer's indemnity
obligations under this Section 8.9 shall not extend to claims, demands, damages, defense costs or
liability for property damage, bodily injury or death, to the extent (i) occasioned by the sole
negligence or willful misconduct of City or its officers, employees, elected officials, agents or
representatives; or (ii) related to the discovery or disturbance by Developer or its contractors,
subcontractors or agents during due diligence of any pre-existing hazardous materials or
hazardous substances on the Property. Developer's obligations under this Section 8.9 shall
survive the expiration or other termination of this Agreement.
8.10 Confidentiality. Any information provided by Developer to City,
including financial statements, pro formas and other financial projections (whether in written,
graphic, electronic or any other form), that is clearly marked as "CONFIDENTIAL /
PROPRIETARY INFORMATION" ("Confidential Information") shall be subject to the
provisions of this Section 8.10. Subject to the terms of this Section, City shall use good faith
diligent efforts to prevent disclosure of the Confidential Information to any third parties, except
as may be required by the California Public Records Act (Government Code Section 6253 et
seq.) or other applicable local, state or federal law (collectively, "Public Disclosure
Laws"). Notwithstanding the preceding sentence, City may disclose Confidential Information to
its officials, employees, agents, attorneys and advisors, but only to the extent necessary to carry
out the purpose for which the Confidential Information was disclosed.
Developer acknowledges that City has not made any representations or warranties that
any Confidential Information received from Developer will be exempt from disclosure under any
Public Disclosure Laws. In the event the City's legal counsel determines that the release of the
Confidential Information is required by Public Disclosure Laws, or order of a court of competent
jurisdiction, City shall notify Developer of City's intention to release the Confidential
Information. If the City Attorney, in his or her discretion, determines that only a portion of the
requested Confidential Information is exempt from disclosure under the Public Disclosure Laws,
City may redact, delete or otherwise segregate the Confidential Information that will not be
released from the non-exempt portion to be released. Developer further acknowledges that in
connection with City Council's consideration of any DDA as contemplated by this Agreement,
4884-1052-6128 v7
City will need to present a summary of Developer's financial projections, including anticipated
costs of development, anticipated project revenues, and returns on cost and investment.
If any litigation is filed seeking to make public any Confidential Information, City and
Developer shall cooperate in defending the litigation, and Developer shall pay City's reasonable
out-of-pocket costs of defending such litigation and shall indemnify City against all costs and
attorneys' fees awarded to the plaintiff in any such litigation. Alternatively, Developer may elect
to disclose the Confidential Information rather than defend the litigation. Developer's
obligations under this Section 8.10 shall survive the expiration or termination of this Agreement.
The restrictions set forth herein shall not apply to Confidential Information to the extent
such Confidential Information: (a) is now, or hereafter becomes, through no act or failure to act
on the part of City or its representatives, generally known or available; (b) is known by the City
at the time of receiving such information as evidenced by City's public records; (c) is hereafter
furnished to City by a third party, as a matter of right and without restriction on disclosure; (d) is
independently developed by City without any breach of this Agreement and without any use of
or access to Developer's Confidential Information as evidenced by City's records; (e) is not
clearly marked "CONFIDENTIAUPROPRIETARY INFORMATION" as provided above
(except where Developer notifies City in writing, prior to any disclosure of the Confidential
Information, that omission of the "CONFIDENTIAUPROPRIETARY INFORMATION" mark
was inadvertent), or (f) is the subject of a written permission to disclose provided by Developer
to City.
8.11 Waiver of Lis Pendens. It is expressly understood and agreed by the
Parties that no lis pendens shall be filed against any portion of the Property with respect to this
Agreement or any dispute or act arising from it. The provisions of this Section shall survive the
expiration or other termination of this Agreement.
8.12 Counterparts. This Agreement may be signed in multiple counterparts
which, when signed by both parties, shall constitute a binding agreement.
8.13 lntcrpretation. As used in this Agreement, masculine, feminine or neuter
gender and the singular or plural number shall each be deemed to include the others where and
when the context so dictates. The word "including" shall be construed as if followed by the
words "without limitation." This Agreement shall be interpreted as though prepared jointly by
both Parties. Titles and captions are for convenience of reference only and do not define,
describe or limit the scope or the intent of this Agreement or any of its terms.
8.14 ALithorit\. Developer and each person executing this Agreement on behalf
of Developer does hereby covenant and warrant that (a) Developer is duly incorporated or
otherwise established or formed and validly existing under the laws of its state of incorporation,
establishment or formation, (b) Developer has and is duly qualified to do business in California,
(c) Developer has full corporate, partnership, trust, association or other power and authority to
enter into this Agreement and to perform all of Developer's obligations hereunder, and (d) each
person (and all of the persons if more than one signs) signing this Agreement on behalf of
Developer is duly and validly authorized to do so. City and each person executing this
Agreement on behalf of City does hereby covenant and warrant that (i) City is a municipal
9
4884-1052-6128 v7
corporation duly established and validly existing under the laws of the State of California,
(ii) City has full power and authority to enter into this Agreement and to perform all of City's
obligations hereunder, and (iii) each person (and all of the persons if more than one signs)
signing this Agreement on behalf of City is duly and validly authorized to do so.
8.15 Limitation of Remedies. In the event of an uncured default by either Party
under this Agreement, the non -defaulting Party's exclusive remedy is to terminate this
Agreement. In no event shall either Parry have the right, and each Party expressly waives the
right, to seek monetary damages of any kind (including but not limited to actual damages,
economic damages, consequential damages, or lost profits) in the event of a default by the other
Party under this Agreement.
8.16 Gcwernin, La%%. This Agreement, and the interpretation and enforcement
thereof, shall be governed by the laws of the State of California without regard to conflicts of law
principles.
1Signature Page Follows]
10
4884-1052-6128 v7
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
dates set opposite their signatures. The effective date of this Agreement shall be the date this
Agreement is signed by City.
DATED: 09/23
"Effective Date"
ATTEST:
0-1-4 1." :So 21, 202464 34 PDT
Lindsay Lara, City Clerk
APPROVED AS TO FORM:
2024
By: RdderF F E/ssfa�i
Rnbcrt F. Epstein ;Sep 2., 2024 10:25 PDT)
Robert Epstein, City Attorney
DATED: 09/20
4884-1052-6128 v7
.2024
CITY:
CITY OF SAN RAFAEL, a California
municipal corporation
By:
Cristine Alilovich (Sep 23, 20241327 EDT)
Cristine Alilovich, City Manager
DEVELOPER:
ABODE HOUSING DEVELOPMENT, a
California nonprofit public benefit corporation
By: j08autah whlt2
Jonathan White (Sep 20, 202410:22 PDT)
Name: Jonathan White
Title: Chief Real Estate Officer
EXHIBIT A
519 4`" Street outlined in yellow.
EXHIBIT A
A -I
4884-1052-6128 0
EXHIBIT B
SCHEDULE OF PERFORMANCE
Preliminary Stage
I
(6 months)
1.
Within 30 days of Developer obtains a title report and retains a consultant qualified to
the Effective Date perform a Phase I Assessment and (if necessary) a Phase 11
Assessment of the Property
2.
Promptly
Developer and City commence negotiation and drafting of Term
following
Sheet
Effective Date
3
Within 120 days
Developer's Consultants shall submit to City a Project description
after the Effective
and planning/zoning analysis so that City may determine whether
Date
any CEQA exemption may apply to the proposed Project or, if
applicable, undertake an Initial Study pursuant to CEQA to
determine whether any CEQA documentation is needed for
consideration of approval of the Project
4
Prior to expiration
Developer and City reach agreement on principal business terms of
of Preliminary
a proposed DDA as evidenced by a non -binding Term Sheet.
Stage
5
Prior to expiration Developer and City memorialize successful completion of all
of Preliminary Preliminary Stage tasks by executing a Preliminary Stage Feasibility
Stage Confirmation or Agreement terminates as provided in Section 1.2.
DDA Stage*
(6 months)
*DDA Stage applicable only if Developer and City have memorialized successful
completion of all Preliminary Stage tasks.
6.
Within 30 days
Developer shall submit a financing plan, which shall include:
following
a) Development cost estimate and an updated operating budget
commencement
of the DDA stage
b) Proposed resident income mix, including the location and
type of permanent supportive housing for persons experiencing
homelessness and any facilities associated therewith
c) Sources and uses
d) Application requirements and target dates
e) Site access or control documents required
f) Federal, state and local subsidies or funding
EXHIBIT B
B-1
4884-1052-6128 v7
7. Within 30 days Developer shall submit a proposed Project schedule, including
following deadlines for
commencement a) Project approvals & entitlements
of the DDA stage
b) Proposed project funding
c) Building permitting
d) Construction
e) Occupancy
8. Within 30 days City shall commission an appraisal of the Property based on
following mutually acceptable appraisal valuation instructions, with the costs
commencement of such appraisal paid by the City.
of the DDA stage
0
Prior to expiration Developer and City negotiate and draft a proposed DDA
of DDA Stage
and, in any event,
prior to City
Council's
consideration of a
r)rn e
EXHIBIT B
B-2
4884-1052-6128 v7
RIGHT OF ENTRY AGREEMENT
This RIGHT OF ENTRY AGREEMENT (this "Agreement") is made by and between
the City of San Rafael, a California municipal corporation ("City"), and Abode Housing
Development, a California nonprofit public benefit corporation ("Developer"), as of the
Effective Date indicated under City's signature block, below. City and Developer are sometimes
referred to herein individually as a "Party" and collectively as the "Parties".
RECITALS
A. City is the fee owner of certain real property located at 519 4th Street in downtown
San Rafael, County of Marin, designated as Assessor Parcel Number 014-123-06 and more
particularly described in Exhibit A and depicted in Exhibit B attached hereto (the "Property").
The Property is improved with a commercial building currently used for storage for the City's
police and fire departments.
B. City and Developer entered into that certain Exclusive Negotiating Agreement
dated as of the Effective Date herein (the "ENA"). The purpose of the ENA is to establish
procedures and standards for the negotiation by City and Developer of a proposed Disposition
and Development Agreement ("DDA") pursuant to which Developer would acquire a fee or
ground leasehold interest in the Property and redevelop the Property with a residential
development consisting entirely of affordable housing units, half of which will be affordable to
households with incomes that do not exceed 60% of the area median income and half of which
will be available to persons experiencing homelessness or to very low income households, which
are defined as households with incomes less than 50% of the area median income (collectively,
the "Project").
C. In accordance with the ENA, Developer anticipates expending funds to prepare
plans and conduct certain studies that are needed to assess the feasibility of the Project and
suitability of the Property and requires a grant of entry to the Property in order to undertake such
studies and investigations. Developer acknowledges and agrees that this Agreement in itself does
not obligate the City Council to approve and authorize the DDA with Developer, nor does it
grant Developer the right to develop the Project.
D. City desires to grant to Developer temporary, non-exclusive rights of access to the
Property to undertake its investigation activities in connection with the proposed Project.
E. The Parties further desire hereby to set forth their respective rights and obligations
in connection therewith.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants
contained in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
4893-4302-7890 v4 OAK
Right of Access.
a. Grant. City hereby grants to Developer, its agents, employees,
representatives, contractors and subcontractors (each, a "Developer Party"), a temporary, non-
exclusive, right of access ("Temporary Access") to enter upon, exit from, traverse, and
otherwise gain access to the Property for purposes of performing the Work (defined below) as
described in this Agreement. The Temporary Access may be used by Developer, at its sole cost
and expense, to enter the Property to perform inspections, investigations, studies and tests of the
Property (the "Work") as Developer deems necessary to evaluate the suitability and
development potential of the Property, all pursuant to the terms and conditions specified in
Exhibit C attached hereto (the "Work Plan") as to where, when and how such Work will be
undertaken. All costs of such Work, including but not limited to a Phase 1 environmental
assessment and (if recommended by the Phase 1 environmental assessment) a Phase 2
environmental assessment, shall be paid and borne by Developer at its sole cost and expense.
Except as otherwise approved by the City, all Work shall be performed between the hours of
8:30 am and 5:00 pm.
b. On -Site Work Notice. Developer shall notify City in writing at least
seventy-two (72) hours before performing any Work on the Property described and permitted in
the Work Plan, providing such information as required by the Work Plan and including without
limitation the identity of the contractor or consultant doing the Work and the appropriate
evidence of insurance. In the event Developer desires to conduct any investigation on the
Property other than what is described in the Work Plan, or desires to revise any detail of Work
from what is described in the Work Plan, Developer shall submit a request for such new work or
change to City in writing for review and approval in City's reasonable discretion.
C. Documentation. Copies of any and all test results, data, surveys, reports,
studies, and maps prepared by Developer or on behalf of Developer by Developer Parties
("Work Product"), shall be provided to City within 2 business days following receipt by
Developer. City may use any Work Product for its purposes as it deems appropriate, at no cost,
expense or liability to Developer or any Developer Party. Developer acknowledges and agrees
that any engineering, environmental or other reports and related data (collectively, "City
Reports"), if any, provided by City regarding the Property will be and are furnished without
warranty of any kind and on the express condition that Developer will make its own independent
verification of the accuracy, reliability and completeness of such information as Developer
deems appropriate, and that Developer will not rely on the City Reports.
d. Treatment of City Property. All asphalt or concrete material removed as a
result of Work, if any, shall be disposed off -site at an appropriate disposal facility at the sole cost
and expense of Developer. All excavated soils, if any, will be stockpiled at a suitable off -site
location, tested for purposes of characterizing the soil for off -site disposal, and appropriately
disposed of, all by Developer at its sole cost and expense. Any excavation areas will be
backfilled with the native excavated soils or clean fill material, and any area from which asphalt
or concrete is removed shall be restored with the same material as removed. If required and
directed by any local, state or federal governmental agency, Developer shall transport and
dispose of excavated soils impacted with hazardous materials, and shall sign all manifests for the
disposal of any such soils as the "generator" thereof.
4893-4302-7890 v4 OAK
e. Term of Temporary Access. The term of the Temporary Access and this
Agreement shall commence upon the Effective Date (as noted below on the signature page) and,
unless sooner terminated as provided below, shall expire on April 30, 2026 (the "Termination
Date"), and any Work desired by Developer shall be completed and the Property restored
pursuant to Section l.d by the Termination Date. The foregoing notwithstanding, the term of the
Temporary Access and this Agreement shall terminate prior to the Termination Date (i) on no
less than three calendar (3) days' prior written notice from City to Developer, (ii) upon
termination of the ENA without City and Developer having entered into a DDA, or (iii) upon
termination of a DDA that City and Developer may enter into without conveyance of the
Property to Developer. Developer shall provide written notice to City upon completion of the
Work as provided herein.
f. No Unreasonable Interference by City. Except as qualified in the Work
Plan and this Agreement, City shall not obstruct, use, or knowingly permit use of the Property in
any manner that will unreasonably interfere with the Work or the other rights expressly granted
to Developer hereunder (collectively, "Access Rights").
g. Rights Retained by City. Developer acknowledges that there are offices in
the building on the Property and City's operations must continue without unreasonable
interruption or interference by Developer, subject only to Developer's rights pursuant to the
Work Plan and this Agreement. City shall have the right to use the Property for any purposes not
inconsistent with the express rights granted to the Developer hereunder. Developer shall take all
actions reasonably requested by City to enable City to make full use of the Property, except to
the extent that such use by City would be inconsistent with the express rights granted to
Developer hereunder.
2. Work.
a. Conduct of Work, Repair and Restoration.
i. Developer shall undertake the Work using methods and materials
selected by Developer at its sole cost and expense, and in accordance with applicable laws. All
Work shall be conducted and in a manner and timetable determined in Developer's reasonable
discretion but shall be completed prior to expiration or termination of the term of the Temporary
Access and this Agreement provided above in Section Le.
ii. During any Work, Developer shall cordon off parking spaces and
portions of the Property, as needed and as allowed by the Work Plan, and take such other actions
as may be specified in the Work Plan or reasonably requested by City to ensure the safety of the
City's employees, contractors and invitees; members of the public; and vehicles operated or
parked on the Property by City's employees, contractors or invitees.
iii. In addition to restoration of the Property following any Work
pursuant to Section l.d, Developer shall promptly repair damage to the Property to the extent
caused by Developer or a Developer Party, so as to restore damaged areas to as near to the same
condition in which they existed immediately prior to such damage, to the reasonable satisfaction
of City.
4893-4302-7890 v4 OAK 3
b. Permits and Licenses; Compliance with Law. In connection with its
obligations hereunder, Developer (i) shall comply with all applicable legal requirements,
including all federal, state, and local laws (including City ordinances and resolutions, and
requirements of other agencies with authority), whether or not said laws are expressly stated
herein, and (ii) shall, at its sole cost and expense, obtain and maintain all necessary permits and
licenses.
C. Liens. Developer shall pay, when due, all persons furnishing labor or
materials in connection with any work to be performed by or on behalf of Developer or a
Developer Party related to the Work and on or about the Property, and shall keep the Property
free and clear of any related mechanics' liens. If any lien is filed, Developer shall cause such
lien to be released and removed within ten (10) days after the date of filing, and if Developer
fails to do so, City may take such action as may be necessary to remove such lien, without the
duty to investigate the validity of the lien (unless Developer has commenced an action to contest,
dispute or defend the claims of lienholders and has provided City with written notice of the
pendency of the action, in which case Developer shall bond over or otherwise cause such lien to
be removed of record pending resolution of the work dispute), and Developer shall reimburse
City for reasonable actual amounts expended in connection with removing such lien together
with interest thereon at the Local Agency Investment Fund interest rate established by the State
of California, from the date of expenditure.
3. IRSUrMICe. Prior to commencing any portion of the Work, Developer shall obtain
and maintain, or cause a Developer Party to obtain and maintain, in full force for the entire term
of this Agreement, at no expense to City, insurance for the Work against claims which may arise
out of or result from performance of the Work by Developer or a Developer Party, or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts any of them may be
liable. All policies shall be written on an occurrence basis. All insurance shall be written by
companies that are authorized to write business in the State of California and have, at all times, a
Best's rating of "A- VIII" (A minus VIII) or better by AM Best & Company, and with coverage
and policy limits as follows (unless otherwise specified herein):
(i) Commercial General Liability insurance written on Insurance Services
Office ("ISO") Commercial General Liability Coverage "occurrence" form CG 00 01 or another
Commercial General Liability "occurrence" form providing equivalent coverage and including
Broad Form Comprehensive General Liability coverage, blanket contractual liability coverage,
Independent Contractors coverage, coverage for bodily injury (including death), property
damage (including loss of use thereof) and products and completed operations with limits of not
less than $5,000,000 per occurrence. Limits may be provided in a "layered" program utilizing
primary, umbrella or excess liability policies and shall be maintained for at least one year
following completion of the Work;
(ii) Comprehensive auto liability for all owned, hired and non -owned vehicles
brought onto the Property with combined single limits of not less than $2,000,000 per
occurrence;
(iii) Worker's Compensation insurance as required by the State of California;
4893-4302-7890 v4 OAK
(iv) Employer's liability insurance on all employees, for occupational
accidents or disease, with limits of not less than $1,000,000 per occurrence; and
(v) Pollution Legal Liability insurance in amounts no less than $1,000,000,
providing coverage for all pollution conditions, which includes, but is not limited to, the
remediation of soil, groundwater, or other contaminants.
Developer shall name City, or cause City to be named, as an additional insured under the
policies required in Section 3(1), 3(ii) and 3(v) above. All policies shall provide for (a) at least
thirty (30) days written notice to City prior to cancellation, and (b) at least ten (10) days written
notice to City for cancellation due to non-payment of applicable premiums. All policies of
insurance shall contain full waivers of subrogation in favor of City. Developer or a Developer
Party's insurance coverage shall be the primary insurance with respect to any other insurance or
self-insurance programs maintained by City and such other insurance or self-insurance programs
shall be excess and non-contributory. Prior to commencement of the Work, Developer shall
deliver to City a certificate of insurance evidencing the coverage provided by each policy and
provide replacement certificates fifteen (15) days prior to the expiration of any required
coverage. Developer shall include each Developer Party as insured under its policies or shall
furnish separate certificates and endorsements for each Developer Party. All coverage for each
Developer Party shall be subject to all of the requirements stated herein.
4. Assumption of Risk and Releases. Each person entering the Property under this
Agreement shall do so at its own risk. On behalf of itself, each Developer Party, and their agents,
representatives, assigns, heirs, spouses, successors -in -interest, executors, administrators,
employees, contractors, subcontractors, material suppliers and vendors (collectively,
"Releasors"), Developer assumes all risk of entering the Property and agrees that City is
irrevocably and unconditionally released and shall not be liable in any manner for injury to or
death of Releasors or for damage to property of Releasors arising from any cause. This release
applies to all potential future claims and Developer on behalf of itself and the Releasors agrees to
waive any and all rights pursuant to Section 1542 of the California Civil Code, which reads as
follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
THAT THE CREDITOR OR RELEASING PARTY DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE AND THAT, IF
KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY."
Developer shall include within each of its contracts and subcontracts, and within any other
agreements with vendors or suppliers who will be entering the Property, an assumption of risk
and a release in favor of City substantially identical to this Section 4.
5. Indemnification. Developer agrees, on behalf of itself and its Releasors, that City
and its elected and appointed officials, officers, employees, agents, contractors, representatives,
volunteers, successors and assigns (collectively including City, the "Indemnified Parties") shall
4893-4302-7890 v4 OAK
not be liable for any bodily injury, sickness, disease or death of any person or damages to any
property or any person pursuant to this Agreement and that Developer shall be responsible for
any liability, cost, expenses or claim associated with injuries to or death of any person or damage
to property related directly or indirectly to any act or failure to act, whether by an Indemnified
Party or any Releasor, arising from the activities under this Agreement, including, without
limitation, performance of the Work. Developer agrees on behalf of itself and its Releasors to
indemnify, defend (with counsel reasonably acceptable to City), protect and hold harmless the
Indemnified Parties, from and against any and all actions, claims and liability for any loss or
damage, including, but not limited to, bodily injury, sickness, disease or death of any person or
damage to any property, tangible or intangible, arising directly or indirectly from this Agreement
and activities under color of this Agreement, including but not limited to entry upon the Property
or performance of the Work by any Releasor, and from all costs and expenses, including
reasonable attorneys' fees, arising therefrom, whether such loss or damage shall accrue or be
discovered before or after expiration or termination of this Agreement. Developer's indemnity
obligations under this Section 5 shall not extend to claims, demands, damages, defense costs or
liability for property damage, bodily injury or death, to the extent (i) occasioned by the active
negligence or willful misconduct of an Indemnified Party, or (ii) related to the discovery or
disturbance by Developer or a Developer Party during the Work of any pre-existing hazardous
materials or hazardous substances on the Property. The terms of this Section 5 shall survive
expiration or termination of this Agreement.
6. No Merger: Amendment. The rights granted hereunder shall not be terminated or
extinguished by nonuse, abandonment, merger, or any other manner. This Agreement, including
any changes or additions to the Work Plan, may be modified only by the written consent of the
Parties, evidenced by a document that has been fully executed. Notwithstanding any of the
foregoing, City has the right to unilaterally terminate Developer's right to enter the Property
pursuant to this Agreement via written notice that has been executed by City, but no such
termination shall affect the rights of City, or the obligations or liability of Developer, hereunder,
for any Work undertaken by Developer before the date of such termination.
7. Waiver. No waiver of or failure to enforce any breach of any of the terms,
covenants, agreements, restrictions or conditions of this Agreement shall be construed to be a
waiver of any succeeding breach of the same or other terms, covenants, agreements, restrictions
or conditions hereof.
8. Counterparts. The Parties hereto agree that this Agreement may be executed in
counterparts, each of which shall be deemed an original, and said counterparts shall together
constitute one and the same agreement, binding all of the Parties hereto, notwithstanding all of
the Parties are not signatory to the original or the same counterparts.
9. Legal and Equitable Relief. Each Party shall have the right (but not the
obligation) to prosecute any proceedings at law or in equity against any other Party, or any other
person or entity, violating or attempting to violate or defaulting in the performance of any of the
provisions contained in this Agreement in order to prevent such Party, person or entity from
violating or attempting to violate or defaulting in the performance of any of the provisions of this
Agreement or to recover damages for any such violation or default. It is agreed that damages
would be an inadequate remedy for violation of this Agreement by any Party and, therefore,
4893-4302-7890 v4 OAK 6
injunctive or other appropriate equitable relief shall be available to the other Party. The remedies
available under this Section 9 shall include, by way of illustration but not limitation, ex parte
applications for temporary restraining orders, preliminary injunctions and permanent injunctions
enjoining any such violation or attempted violation or default, and actions for specific
performance of this Agreement. The result of every action or omission whereby any covenant,
condition or restriction herein contained is violated in whole or in part is hereby declared to be
and to constitute a nuisance, and every remedy allowed by law or equity against any Party, either
public or private, shall be applicable against every such result and may be exercised by any
Party.
10. Venue; Governing Law; Attorneys' Fees. In the event that any action is brought
by either Party hereto as against the other Party for the enforcement or declaration of any right or
remedy in or under this Agreement or for the breach of any covenant or condition of this
Agreement, venue shall be in the Superior Court of the County of Marin, State of California, and
the prevailing Party shall be entitled to recover, and the other Party agrees to pay (in addition to
any other relief that may be granted) all fees and costs to be fixed by the court therein including,
but not limited to, reasonable attorneys' fees. This Agreement, and the interpretation and
enforcement thereof, shall be governed by the laws of the State of California without regard to its
conflicts of law principles.
11. Notices. Any notice to be given or other document to be delivered by either Party
to the other hereunder shall be in writing and may be given by personal delivery, first-class mail
or overnight courier, to the Party to whom it is directed at the address of the Party as set forth
below, or at any other address as that Party may later designate by written notice. Any notice
shall be deemed received (a) on the date of delivery if delivered by personal service, three (3)
business days after mailing if sent by first class mail, and on the date of delivery or refused
delivery as shown by the records of the overnight courier if sent by overnight courier.
If to Developer: Abode Housing Development
40849 Fremont Blvd.
Fremont, CA 94538
Attn: Jon White
If to City: City of San Rafael
1400 Fifth Avenue, Room 203
San Rafael, CA 94901
Attn: Cristine Alilovich, City Manager
With a copy to: City of San Rafael
1400 Fifth Avenue, Room 202
San Rafael, CA 94901
Attn: Robert Epstein, City Attorney
And with a copy to: Burke, Williams & Sorensen LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612-3520
Attn: Gerald J. Ramiza
4893-4302-7890 v4 OAK
12. Relationship between the Parties; Authority; Binding Effect. This Agreement
does not create any partnership or agency between the Parties, each of which is, and at all times
shall remain, solely responsible for all acts of its officials, employees, agents, contractors and
any subcontractors, including any negligent acts or omissions. Neither Party is an agent of the
other, and has no authority to act on behalf of or to bind the other Party to any obligation
whatsoever. Each Party to this Agreement represents and warrants that the person executing this
Agreement on behalf of such Party is duly and validly authorized to do so on behalf of the entity
it purports to bind. Subject to the limitations on assignment set forth in Section 14, each of the
terms, covenants and conditions of this Agreement shall extend to, be binding on and shall inure
to the benefit of the Parties and each of their respective heirs, executors, personal representatives,
nominees, successors and assigns and all those taking by, under or through it or them.
13. No Third Party Beneficiaries. Notwithstanding anything in this Agreement to the
contrary, nothing herein is intended to create any third party benefit and there are no third party
beneficiaries of this Agreement or the Access Rights.
14. Assignment. Developer shall not assign its rights, obligations and responsibilities
under this Agreement, in whole or in part, except with the written consent of City which may be
granted or denied in its sole discretion. Any attempted assignment without such prior consent
shall be invalid and void. The terms of Section 8.7 of the ENA shall apply regarding assignment
of this Agreement.
15. Entire Agreement; Interpretation. The recitals above and exhibits attached hereto
are incorporated herein by reference and comprise part of this Agreement. This Agreement
together with the ENA constitutes the entire agreement between the Parties with respect to the
subject matter hereof and no prior oral or written understanding shall be of any force or effect
with respect to the matters covered herein. In the event of a conflict between the terms in this
Agreement and the ENA, this Agreement shall govern. The titles to the sections of this
Agreement are not a part of this Agreement and shall have no effect upon the construction or
interpretation of any part of this Agreement. As used in this Agreement, masculine, feminine or
neuter gender and the singular or plural number shall each be deemed to include the others where
and when the context so dictates. The word "including" shall be construed as if followed by the
words "without limitation." This Agreement shall be interpreted as though prepared jointly by
both Parties.
16. Severability. If any term, provision, condition or covenant of this Agreement or
its application to any Party or circumstances shall be held, to any extent, invalid or
unenforceable, the remainder of this Agreement, or the application of the term, provision,
condition or covenant to persons or circumstances other than those as to whom or which it is
held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the
fullest extent permitted by law.
[Signatures Appear On Next Page]
4893-4302-7890 v4 OAK 8
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date noted below.
CITY:
CITY OF SAN RAFAEL,
a California municipal corporation
By: Cristine Alilovich(Sep 23, 202418:27 EDT)
Cristine Alilovich, City Manager
Date: 09/23/2024
"Effective Date"
APPROVED AS TO FORM:
By: Rouen F. Epstein (Sep 2.2024 30:25 PDT
Robert Epstein, City Attorney
4893-4302-7890 0 OAK
DEVELOPER:
ABODE HOUSING DEVELOPMENT,
a California nonprofit public benefit
corporation
�7oiia6hah Whi'M
By: Jonathan White (Sep 20, 202410:22 PDT)
Name: Jonathan White
Its: Chief Real Estate Officer
Date: 09/20/2024
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Lots 5 and 6, "Forrest Park, Subdivision of Block 56, Coleman Addition, San Rafael, Cal." filed
April 9, 1924 in Volume 5 of Maps at Page 31, Marin County Records.
4893-4302-7890 v4 OAK Exhibit A
EXHIBIT B
MAP OF PROPERTY
(property highlighted in yellow)
-�•. L - I �� J5C ,11117
! ` 1$
tTly
930 f a.3 ST
523 •.� ► !
519 5� �fl 5'15.157
l;
11 � • _ � �
97.
1 161 �•
5380 ;� gtl,
f
529
4893-4302-7890 v4 OAK Exhibit B
r.
EXHIBIT C
WORK PLAN
Capitalized, undefined terms used in this Exhibit C have the meanings given to them in the Right
of Entry Agreement by and between City and Developer, to which this Exhibit C is attached
("Right of Entry Agreement").
Developer will contract directly with design professionals and development consultants to
perform evaluation and due diligence work necessary for real estate predevelopment, which may
include the following:
Inspections and evaluations by architects, mechanical, electrical and plumbing
(MEP) engineers, structural engineers, civil engineers, landscape architects, and
landscaping service consultants during the Preliminary Stage of the ENA.
Contractor visit for initial construction pricing during the Preliminary Stage of the
ENA.
Phase 1 environmental assessment and (if recommended by the Phase 1
environmental assessment) Phase 2 environmental assessment. A Phase 2
environmental assessment may include subsurface boring for contaminant
detection, and destructive testing of existing structures. Developer shall retain the
consultant to perform the Phase 1 environmental assessment and Phase 2
environmental assessment by the deadline specified in the ENA. The Phase 1
environmental assessment and the Phase 2 environmental assessment shall be
completed by the expiration of the Preliminary Stage of the ENA.
4. Similar activities to those described above after expiration of the Preliminary
Stage of the ENA as may be necessary for Developer to refine its construction,
architectural, entitlement, and landscaping plans.
All Work shall be performed on Monday through Friday, during the business hours of 8:30am —
5:00pm.
Prior to any entry onto the Property by a Developer Party, Developer shall:
• Provide notice pursuant to Sections Lb and 11 of the Right of Entry Agreement, with a
courtesy copy to Stacey Laumann at Stacey.Laumann(a,citvofsanrafael.ort,. Notice must:
• Specifically describe the activities to be undertaken;
• Include names of all persons that will enter the Property and a phone number for at
least one person;
• Include certificate(s) of insurance evidencing the coverage required by Section 3 of
the Right of Entry Agreement.
• Await City's response to Developer's notice. City shall respond at least twenty-four (24)
hours before Developer's proposed entry date, and City shall not unreasonably withhold,
condition, or delay approval. However, it shall be reasonable for City to propose
alternative dates within three (3) business days after Developer's proposed entry date.
4893-4302-7890 v4 OAK Exhibit C
RESOLUTION 15286
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
DETERMINING AND DECLARING THE CITY -OWNED SITE LOCATED
AT 519 4T" STREET (APN 014-123-06) TO BE EXEMPT SURPLUS
LAND PURSUANT TO GOVERNMENT CODE SECTION 54221(f)(1)(A),
AND AUTHORIZING THE CITY MANAGER TO ENTER INTO AN
EXCLUSIVE NEGOTIATING AGREEMENT WITH ABODE HOUSING
DEVELOPMENT
WHEREAS, the City of San Rafael (the "City") is the owner of that certain real
property within the City limits at 519 4th Street, consisting of approximately 0.304 acre,
designated as APN 014-123-06 (the "Property"); and
WHEREAS, the Property is located within the Downtown San Rafael Precise
Plan Area and is currently improved with a commercial building used as storage for the
City's police and fire departments; and
WHEREAS, on December 8, 2023, the City issued a Request for Proposals
("RFP") seeking a developer to develop an affordable housing project on at least eighty
percent (80%) of the Property. The RFP was distributed to private developers as well
as housing sponsors (as defined in Health and Safety Code Section 50074) that have
notified the California Department of Housing and Community Development of their
interest in surplus land; and
WHEREAS, City received three (3) proposals, one of which was submitted by
Abode Housing Development, a California nonprofit public benefit corporation
("Abode"); and
WHEREAS, Abode's proposal contemplates development of the Property
exclusively with affordable housing units, half of which will be affordable to households
with incomes that do not exceed 60% of the area median income ("AMI") and half of
which will be available to persons experiencing homelessness or to very low income
households (households with incomes less than 50% of AMI) (the "Project"); and
WHEREAS, City staff has reviewed the proposals, interviewed the three (3)
respondents, determined that Abode has demonstrated the highest level of skill,
experience, and financial capacity and that Abode's proposed Project would best
advance City's goals for development of the Property; and
WHEREAS, the Surplus Land Act (Government Code Section 54220 et. seq.)
("Act") requires local agencies, including charter cities, to follow certain procedures to
dispose of "surplus land" or declare land to be "exempt surplus land" at a regular public
meeting prior to disposition; and
4873-5218-5190 v5
WHEREAS, pursuant to Government Code Section 54221(f)(1)(A), surplus land
that is transferred pursuant to Government Code Section 37364 for development as
affordable housing qualifies as "exempt surplus land"; and
WHEREAS, Government Code Section 37364 authorizes local agencies to sell,
lease, or otherwise dispose of real property to provide housing affordable to persons
and families of low- or moderate -income provided that (i) at least 80% of the area of the
property will be used for development of housing, and (ii) at least 40% of the housing
units developed on the property will be affordable to households whose income is not
greater than 60% of AMI (75% of the upper limit for "lower income households"), of
which at least one-half will be affordable to households of very low-income (50% AMI);
and
WHEREAS, City desires to enter into an Exclusive Negotiating Agreement, in
substantially the form included in the staff report accompanying this resolution ("ENA")
with Abode for the purpose of negotiating the terms of a proposed Disposition and
Development Agreement ("DDA") and affordable housing covenant ("Affordable
Housing Covenant") for the Property and the Project, conducting predevelopment site
analysis and project scoping, and determining a preliminary site plan for the Project;
and
WHEREAS, a DDA, if approved by the City Council and entered into by the
parties, will require the Property to be developed and operated for residential uses
consistent with the affordability requirements set forth in Government Code Section
37364.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San
Rafael that:
1. The City Council adopts the recitals set forth above as findings of fact.
2. The City Council has determined, and hereby affirms, that a DDA, if approved by
the City Council and entered into by the parties, will require recordation of an
Affordable Housing Covenant ensuring that the Property will be developed for
and used to provide affordable housing, including housing affordable to persons
and families of low- and very low-income in a manner consistent with the
affordability requirements set forth in Government Code Section 37364, that this
use is in the City's and community's best interests, and that development of the
Property and the Project in accordance with requirements to be set forth in a
DDA and an Affordable Housing Covenant will satisfy the requirements of
Government Code Section 37364.
3. The City Council further makes the following findings, pursuant to Government
Code Section 37364:
4873-5218-5190 v5
a. As will be more particularly set forth in the proposed DDA, (i) not less than
80% of the Property will be required to be developed for housing, and (ii)
within the Project overall, at least 40% of any housing units developed on
the Property will be affordable to households whose income is not greater
than 60% AMI (75% of the upper limit for "lower income households"), of
which at least one-half will be affordable to households of very low-income
(50% AMI).
b. The proposed DDA will require recordation of a separate Affordable
Housing Covenant with a term of not less than 55 years against the
Property, to ensure the affordable residential units within the Project are
restricted for occupancy at affordable rents by eligible households with
household incomes consistent with the requirements of Government Code
Section 37364.
4. Based upon the foregoing, the City Council hereby determines and declares the
Property to be exempt surplus land under Government Code Section
54221(f)(1)(A) as property proposed to be transferred pursuant to Government
Code Section 37364. The City Council further hereby directs City staff to send a
notification to HCD that the City Council has declared the Property exempt
surplus land by this resolution.
5. The City hereby authorizes the City Manager to enter into an ENA with Abode in
substantially the form attached to the staff report, subject to minor conforming
changes as approved by the City Attorney.
I, LINDSAY LARA, 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 of said City held on Monday the 20th day of May 2024, by the following vote, to wit:
AYES: COUNCILMEMBERS: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
LINDSAY LARA, City Clerk
4873-5218-5190 v5
Request for Proposals
For Development of New Affordable Housing
RFP ISSUED: 12/8/2023
RESPONSE DEADLINE: 1/24/2024 at 5:00 pm Pacific Time
Electronic submittals are required. The City of San Rafael will designate the time of receipt
recorded by our email housing@cityofsanrafael.org as the official time of receipt. This clock will be
used as the official time of receipt of all parts of electronic bid submittals.
All questions should be addressed to:
Economic Development Department
City of San Rafael
1400 5th Ave
San Rafael, CA 94901 415.485.3134
housing@cityofsanrafael.org
The City of San Rafael does not discriminate on the basis of sex, race, color, religion, age, sexual
orientation, disability, marital status, or national origin in employment or in its educational
programs and activities. Auxiliary aids and services are available upon request to individuals with
disabilities. Alternative formats will be made available upon request.
Page 2
City of San Rafael
Request for Development Proposals - 519 4th Street
Request for Proposals
For Development of New Affordable Housing
Introduction
The City of San Rafael (City) is soliciting proposals for the development of affordable housing on a city-
owned property located at 519 4th Street. This site is in a prime location, within San Rafael’s vibrant and
walkable downtown, two blocks from San Rafael’s Transit Center, and near multiple grocery stores and
education facilities.
Project proposals should include the construction of permanently affordable housing serving one or
more priority populations such as seniors, families, individuals, or people with special needs, including
individuals and families formerly experiencing homelessness.
Vision & Goals for the RFP
San Rafael is known for its natural beauty, mild climate, and proximity to employment centers within the
San Francisco Bay Area, offering scenic views, outdoor recreation, and urban amenities. It is also a hub
of innovation and creativity, celebrating its multicultural heritage and community spirit with events and
community assets such as the Marin County Fair, Dia De Los Muertos festivities, the Downtown San
Rafel Arts District, and the Falkirk Cultural Center.
The City of San Rafael is committed to meeting the housing needs of all its residents, including those
with lower incomes or special housing needs. Housing & Homelessness is one of the San Rafael City
Council's four policy focus areas, including creating new housing and using a "Housing First" model.
Sites such as this on publicly-owned land present some of the best opportunities in the city for deeply
affordable units.
Successful proposals will increase the stock of affordable homes in San Rafael within this Regional
Housing Needs Allocation (RHNA) cycle (2023-2031). The project should elevate the street frontage of
the property through high quality design, reflecting a downtown neighborhood scale and standards set
forth for T4 Neighborhoods in the Downtown San Rafael Precise Plan.
Page 3
City of San Rafael
Request for Development Proposals - 519 4th Street
The City of San Rafael is soliciting proposals from developers with this Request for Proposals (RFP). The
City intends to use this competitive process to evaluate and select the best development vision and
project at 519 4th Street that will benefit the City and its community members. The selected
development partner will work in good faith with the City to enter into an Exclusive Negotiating
Agreement (ENA) with the City that is expected to result in a Disposition and Development Agreement
(DDA).
Selection Timeline
Announcement December 8, 2023
Virtual Developer Workshop December 20, 2023, 3:00-4:00 PM
Deadline for emailed questions for City response January 8, 2024; City responses by January 12, 2024
Responses Due January 24, 2024 by 5:00 PM
Evaluation January 25 - 31, 2024
Developer Team Interview(s) (if applicable) February 6 - 13, 2024
Selection by the City Council March 2024
This timeline is subject to change.
The City will hold a virtual developer workshop on December 20th from 3 to 4pm to review the RFP. Please
email housing@cityofsanrafael.org for registration and with questions prior to the Workshop date.
Additional questions will be accepted through January 8 via email, with responses posted to the City’s
website by January 12, 2024.
Responses to this RFP must be received by Wednesday 1/24/2024 at 5:00pm. Finalists may be invited to a
Developer Team Interview, then recommended for selection to the San Rafael City Council.
Background
The subject property is located on a rectangular parcel addressed as 519 4th Street, Marin County
APN 014-123-06, in San Rafael, California. The property parcel comprises 0.304 acres (13,278 square
feet) on the south side of 4th Street, between Irwin Street to the west and Grand Avenue to the east. The
subject property, acquired by the San Rafael Redevelopment Agency in 1983, is developed with an L-
shaped commercial building and parking lot occupied by the City of San Rafael for police and fire
department storage.
The property perimeters are defined by mixed-use commercial buildings to the south and west, a
residential property to the east and Marin Shakespeare Company to the north. The subject property is
located as shown on the Site Location Map below.
The property is subject to the Downtown San Rafael Precise Plan, with a zone designation of T4N 40/50.
This zone is defined as a walkable neighborhood environment of small-to-medium footprint, moderate-
intensity mixed-use buildings and housing choices, supporting and within short walking distance of
neighborhood-serving retail and services. This zone provides a transition in scale between the Downtown
and adjacent residential neighborhoods, with a height base of 40 feet up and up to 50 feet per the
Regulating Plan.
Page 4
City of San Rafael
Request for Development Proposals - 519 4th Street
This is an opportunity to develop on a city property via an exemption under section 54221(f)(1)(A) of the
California Surplus Land Act (Government Code sections 54220-54234). To be eligible for potential
selection, a respondent must commit to (i) utilize at least 80% of the land area of the site for development
of housing; (ii) cause not less than 40% of the units to be developed to be affordable to households whose
incomes are equal to, or less than, 60% of the area median income for Marin County, adjusted for family
size (AMI); and (iii) cause at least half of the units described in clause (ii) to be affordable to households
whose incomes are equal to, or less than, 50% of AMI.
The site is being evaluated along with other sites as a potential temporary shelter for people experiencing
homelessness. If development timelines permit, the City may seek an interim use as a temporary shelter
for unhoused residents.
Site Location Map – 519 4th Street, San Rafael, CA
Page 5
City of San Rafael
Request for Development Proposals - 519 4th Street
Proposal Requirements
Successful proposals will include specific information regarding the developer’s vision for the site,
experience with the development of this type, and sufficient information to demonstrate the financial
viability of the proposal.
All submissions should be concise and relevant to the RFP, and include the following information and
documents:
1. Project Proposal
1.1. Cover letter. Introduce the development team, outline the developer’s intent and project
objectives. Clearly state the target population(s) to be served (e.g. seniors, families, individuals, or
people with special needs, including individuals and families formerly experiencing
homelessness).
1.2. Project overview and vision. All proposals should include a written description of the proposed
development concept, including layout, size, key design elements and materials, scale of
development (number and type of residential units and amount of area devoted open space), and
information describing the proposed character and quality of the development. Applicants are
encouraged to discuss how Green Building elements will be incorporated in the proposed project.
1.3. Site design concept & proposed construction type. Articulate the design concept through at least
three visual examples of comparable project designs.
1.4. Affordability levels and a description of how the program meets City goals of long-term
affordability. The developer must agree to enter into a deed restrictive covenant on the affordable
housing units.
1.5. Accessibility features specific to the needs of the target population. For example, detail the
number of units to be mobility accessible or adaptable.
1.6. Services plan. If the project profile includes permanent supportive housing or housing for people
with special needs, respondents must include descriptions of any relevant design and operational
or service components in the submittal. Include information on proposed service partnerships.
1.7. Projected project development timeline and milestones. A timetable should be provided, showing
projected start-dates and completion-dates for developer due diligence and all major design and
site planning activities, including use and design approvals, completion of construction drawings
and building permits, property acquisition, and start and completion of construction. The
developer is strongly encouraged to submit a planning application within 15 months of proposal
selection.
1.8. Any other information that would help the selection team understand and evaluate the
development proposal.
2. Developer Team Qualifications
2.1. A brief description of each entity in the Developer team and tax filing status, including any planned
non-profit partnerships.
2.2. Qualifications and experience of entities involved in the project and roles of each entity, including
company profiles and staff leads.
2.3. Information on staff working on the project, including experience with similar projects.
2.4. List of previous similar work including client, property location, number of units, and type of
financing (Federal, State, and local).
Page 6
City of San Rafael
Request for Development Proposals - 519 4th Street
2.5. Three client references for past development projects. References should include the following
information:
• Client contact person's name, title, organization, physical and email address, telephone
number, and the project(s) that were completed under the client’s direction.
• Brief project description, including number of units and populations served.
3. Financials
3.1. Project pro-forma. The proposals must include a preliminary financing plan, an estimate of total
project development costs, and a preliminary pro-forma analysis of gross and net income
expected. The anticipated rental cost range for residential units, or sales price range, if applicable,
should be included.
3.2. Operating budget projection. For rental projects, provide a 20-year operating budget.
3.3. Property acquisition offer. Proposals should contain the developer team's proposed purchase or
ground lease structure and pricing for acquisition of the site from the City.
3.4. Disposition of the completed development. Proposals should indicate whether the developer
intends to sell portions or all of the completed improvements or retain ownership. If the developer
intends to retain ownership, please provide information on experience leasing and managing
properties similar to the proposed development.
4. Financial Capacity of Developer
All respondents, regardless of their status as public or privately held companies must provide evidence of
sufficient financial strength to undertake and successfully complete a project of the scale proposed, and
certain disclosures including all of the following categories. Respondents may choose to provide some or
all of their responses to these items as “Confidential Information” and submit them as provided at the
end of this section.
4.1. Financial statements of the most recent calendar or fiscal year, for the development entity or for
each of the principal parties (in the case of a company formed specifically for the project).
4.2. Letters from the developer's lenders attesting to the developer's capacity to undertake this
project, including the available capacity of lines of credit.
4.3. List and explain any litigation or disputes that the development entity, or any named individual in
the proposed project, is involved in that could result in a financial settlement having a materially
adverse effect on the ability to execute this project.
4.4. List of all projects that the development entity is currently involved in, and highlight those that are
located within the site's market area.
4.5. State whether the development entity, or any of the named individuals in the proposed project,
ever filed for bankruptcy or had projects that have been foreclosed. If yes, please list the dates and
circumstances.
Confidentiality
The City recognizes the sensitive nature of certain financial information requested in this section. Any
financial information that the respondent wishes to be confidential should be submitted under separate
cover with the response to this RFP, marked “Confidential” and submitted in hard copy, sent via overnight
courier service with signature required to Gerald J. Ramiza, Partner; Burke, Williams & Sorensen, LLP;
1999 Harrison Street, Suite 1650; Oakland, CA 94612-3520. During the RFP review process, the City may
request to receive additional information regarding the pro forma in a Microsoft Excel table format to
Page 7
City of San Rafael
Request for Development Proposals - 519 4th Street
facilitate review.
Scoring Criteria
City staff will utilize the following scoring criteria in making its recommendations to the City Council.
Scoring Summary
Written RFP
1. Project Proposal 40 possible points
2. Developer Team/Personnel 30 possible points
3. Financials 30 possible points
Oral Interview (selected written proposals)
4. Interview performance Rank choice scoring
Scoring Considerations
Respondents are to provide complete and detailed responses to all items in the Proposal Requirements
section above. Submittals that are incomplete may be rejected as being non-responsive. The written
submittals should be prepared in sequential order as outlined above. The City reserves the right to
request clarification of any aspect of a submittal or request additional information that might be required
to properly evaluate the submittal.
Unless the City establishes a different timeline, proposers will be required to provide responses to any
request clarification within three (3) business days. Requests for clarification or additional information
shall be made at the sole discretion of the City. The City’s retention of this right shall in no way diminish a
respondent’s responsibility to submit a proposal that is current, clear, complete, and accurate.
Relevant Resources
The City of San Rafael has adopted a Downtown Precise Plan. Chapter 9 of that Plan contains a Form
Based Code that provides information on context and development standards. The site is also governed
by the City’s General Plan 2040.
A Phase 1 Environmental Site Assessment, commissioned by the City, was competed on August 23, 2023
by The ECA Group Environmental Consultants and is available for review.
A Condition of Title report has been commissioned by the City and will be made available to respondents
to the RFP.
The City of San Rafael intends to support project development at this site with technical assistance and
will consider requests for funding within the City’s standard processes for available resources.
Any City funding for this and other potential affordable housing developments throughout the City will be
awarded through a competitive process. The City’s affordable housing resources are outlined on the
Community Development Department’s website: https://www.cityofsanrafael.org/funding-for-housing-
projects/.
Page 8
City of San Rafael
Request for Development Proposals - 519 4th Street
Questions
All questions should be directed to the contact listed below:
Economic Development Department
City of San Rafael
1400 5th Ave
San Rafael, CA 94901 415.485.3134
housing@cityofsanrafael.org
Disclaimers / Acceptance / Rejection of Submittals
The City reserves the right to suspend, amend or modify the provisions of this RFP; extend the
submission deadline; reject all proposals; select a respondent who does not achieve the highest points
score; and negotiate modifications of proposals, project terms and/or features. The final decision on
selection of a preferred developer, if any, for the site will be made by the City Council.
While the dates and schedule stated in this RFP represent the City’s preferred timetable, it shall not be
considered binding on the City. The submission of a response to this RFP shall not be binding upon the
City nor construed as a contract with or a commitment by the City. The City reserves the right to make
decisions as to which proposal, if any, it deems in the City’s best interest.
The City will not pay any costs incurred in the preparation of a response to this RFP. The respondent
assumes the sole risk and responsibility for all expenses connected with the preparation of its response.
Minimum City Contracting Requirements
Any DDA or other similar agreement that the City enters into with a successful respondent will require
the organization to maintain insurance coverage for the organization and its employees and for the
property controlled by the City. The City of San Rafael will require each organization to carry the
following minimum insurance:
• Commercial general liability insurance policy in the amount of $2,000,000 ($5,000,000 aggregate).
The City of San Rafael shall be named as an additional insured on the commercial general liability
policy.
• Commercial automobile liability policy including non-owned and hired automobile, in the amount
of $1,000,000 and Workers Compensation as required by state law. The City of San Rafael shall be
named as an additional insured on the automobile liability policy.
• All the above policies shall be payable on a per occurrence basis.
• Contractors may also be required to carry errors & omissions, professional liability, and/or
builders risk insurance.