HomeMy WebLinkAboutOrdinance 1755 (Corporate Center Master Plan)CLERK'S CERTIFICATE
I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, and Ex -officio Clerk of the
Council of said City, do hereby certify that the foregoing Charter Ordinance No. 1755 entitled:
"AN ORDINANCE OF THE CITY OF SAN RAFAEL APPROVING AN
AMENDMENT TO THE DEVELOPMENT AGREEMENT
(ORDINANCE 1722) FOR THE SAN RAFAEL CORPORATE CENTER
(FORMERLY FAIR, ISAAC OFFICE PARK) AT SECOND STREET,
LINDARO STREET AND LINCOLN AVENUE (AP NOS. 13-012-28
[PTN.], 13-021-19 AND 13-021-42) AND AUTHORIZING THE
EXECUTION OF THE AMENDMENT TO THE DEVELOPMENT
AGREEMENT"
is a true and correct copy of an Ordinance of said City and was introduced at a REGULAR
meeting of the City Council of the City of San Rafael, held on the 7th day of August, 2000, a
SUMMARY of Ordinance No. 1755 was published as required by City Charter in the MARIN
INDEPENDENT JOURNAL, a newspaper published in the City of San Rafael, and passed and
adopted as an Ordinance of said City at a REGULAR meeting of the City Council of said City
held on the 21st day of Aug_ist, 2000, by the following vote, to wit:
AYES: COUNCILMEMBERS: Heller, Miller, Phillips & Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Cohen
WITNESS my hand and the official
seal of the City of San Rafael this
22nd day of August, 2000
JE Z M. LEONCINI, City Clerk
ORDINANCE NO. 1755
AN ORDINANCE OF THE CITY OF SAN RAFAEL
APPROVING AN AMENDMENT TO THE DEVELOPMENT AGREEMENT (ORDINANCE 1722)
FOR THE SAN RAFAEL CORPORATE CENTER (FORMERLY FAIR, ISAAC OFFICE PARK) AT
SECOND STREET, LINDARO STREET AND LINCOLN AVENUE
(AP NOS. 13-012-28[PTN],13-021-19 AND 13-021-42) AND
AUTHORIZING THE EXECUTION OF THE AMENDMENT TO THE DEVELOPMENT
AGREEMENT
THE CITY COUNCIL OF THE CITY OF SAN RAFAEL DOES ORDAIN AS FOLLOWS:
DIVISION 1. Findings
A. California Government Code Sections 65864 et seq. authorize cities to enter into
binding development agreements, and Section 65868 authorizes cities to amend development
agreements.
B. On February 17, 1998, the City Council of the City of San Rafael ("City") adopted
Ordinance 1722, approving a Development Agreement for the Fair, Isaac Office Park Project
("Development Agreement") and authorizing execution of said Development Agreement. Said
Development Agreement was subsequently executed by the City, by Fair, Isaac and Company,
Inc. a Delaware Corporation, and by Village Builders, L.P., a California Limited Partnership.
C. In Summary 2000, San Rafael Corporate Center, LLP (Wilson/Equity Office, Inc.), a
Delaware Limited Liability Company ("Developer") executed an option to purchase the Fair,
Isaac Office Park Project from Fair, Isaac and Company, Inc. and said Developer has now
requested that the City enter into an Amendment to the Development Agreement
("Amendment"). A copy of the Amendment is attached hereto and incorporated herein.
D. Developer has the requisite legal interest in the property to enable the City to enter
into the Amendment to the approved Development Agreement with the City.
E. The Planning Commission of the City has reviewed the Amendment to the approved
Development Agreement and has held a public hearing on the same on Tuesday, July 25, 2000.
The Planning Commission voted unanimously (4-0-3 vote, Atchison and Lang absent and
Kirchmann abstaining) to the City Council that it approve the Amendment to the Development
Agreement.
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F. The City has given due and proper Notice of Intention to consider adoption of the
Amendment to the Development Agreement and The City Council, on August 7, 2000, held a
public hearing on the Amendment to the Development Agreement, both as required by
Government Code Section 65867
G. The City Council finds that the Amendment to the Development Agreement is
consistent with the City of San Rafael General Plan 2000, which is currently in effect, and is
consistent with the adopted PD (Planned Development) District zoning for the subject property.
H. The City further finds that each and every one of the facts and statements set forth in
the Development Agreement, the Amendment to the Development Agreement and herein, is
true and correct. A copy of the Amendment to the Development Agreement is attached and
incorporated herein.
I. Except as to those provisions, terms and conditions specifically modified by this
Amendment to the Development Agreement, the provisions of the approved Development
Agreement shall remain in full force and effect.
DIVISION 2. ADnroval of and Authorization to Execute Amendment to Development
Agreement
The City Council of the City of San Rafael hereby 1) approves the Amendment to the
approved Development Agreement for the San Rafael Corporate Center (formerly the Fair, Isaac
Office Park) Project; a copy of the Amendment is attached hereto and incorporated herein; and 2)
authorizes the Mayor to enter into and to execute said Amendment to the approved Development
Agreement on behalf of the City.
DIVISION 3. Severability
If any section, subsection, sentence, clause, or phrase of this ordinance is for any reason
held to be invalid, such decision shall not affect the validity of the remaining portions of this
Ordinance. The Council hereby declares that it would have adopted the Ordinance and each
section, subsection, sentence, clause or phrase thereof, irrespective of the fact that any one or
more section, subsection, sentence, clause or phrase be declared invalid.
DIVISION 4. Publication
A summary of this Ordinance shall be published and a certified copy of the full text of
this Ordinance shall be posted in the office of the City Clerk at least five (5) days prior to the
Council meeting at which it is adopted. This Ordinance shall be in full force and effect thirty (30)
days after its passage, and the summary of this Ordinance shall be published within fifteen
(15)days after its adoption, together with the names of the Councilmembers voting for and
against the same, in a newspaper of general circulation, published and circulated in the City of
San Rafael, County of Marin, State of California. Within fifteen (15) days after adoption of the
Ordinance, the City Clerk shall also post, in the office of the City Clerk, a certified copy of the
full text of the Ordinance along with the names of the Councilmembers voting for and against
this Ordinance.
ALB�RT J. RO, Mayor
Attest:
JEWNNE M. LEONCINI, City Clerk
The foregoing Charter Ordinance No. 1755 was read and introduced at a Regular Meeting of the
City Council of the City of San Rafael on the 7`h day of August, 2000, and ordered passed to print
by the following vote, to wit:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENVDISQUALIFIED:
COUNCILMEMBERS
Cohen, Heller, Miller and Mayor Boro
None
Phillips (due to conflict of interest)
and will come up for adoption as an Ordinance of the City of San Rafael at a regular meeting of
the Council to be held on the 21" day of August, 2000.
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3
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JE M. LEON�INI, City Clerk
AMENDMENT TO DEVELOPMENT AGREEMENT
This Amendment to Development Agreement ("Amendment") is entered into as of
, 2000 by and among the City of San Rafael (the "City"), a charter city; Fair, Isaac
and Company, Inc. ("Fair, Isaac"), a Delaware corporation, and San Rafael Corporate Center,
LLC, a Delaware limited liability company, an entity related to Wilson/Equity Office, Inc., a
California corporation, ("Wilson"), or a permitted transferee of Wilson, as permitted and defined
in Section 3.7 herein, with reference to the following:
A. The City, Fair, Isaac and Village Builders, LP ("Village"), a California limited
partnership, entered into a Development Agreement dated February 17, 1998 (the "DA") pursuant
to the authority of Government Code Sections 65864 et seq. The DA was recorded on April 9,
1998, as Document No. 98-023245 in the Official Records of Marin County. The DA sets forth
certain agreements between the City and Fair, Isaac regarding the Property (as defined in the
DA). Pursuant to Section 12.2 of the DA, Village no longer has any rights or obligations under
the DA.
B. On May 18, 1998, the San Rafael Redevelopment Agency ("Agency") and Fair,
Isaac entered into an Owner Participation, Disposition and Development Agreement, which
agreement was amended by the First Amendment to Owner Participation, Disposition and
Development Agreement dated September 7, 1999. The Owner Participation, Disposition and
Development Agreement and First Amendment thereto are referred to collectively herein as the
"OPDDA". The OPDDA provides for Fair, Isaac to develop the Property (as defined in the
OPDDA) in accordance with the provisions of the OPDDA. (The "Property" as defined in the
DA and the OPDDA consists of the same real property.)
C. As permitted by Section 5.01 of the OPDDA (which permits a transfer to a
synthetic lease lessor in accordance with the terms of Section 12.1 of the DA), Lease Plan North
America, Inc. ("LP"), an Illinois corporation, has acquired the Developer Parcel (as defined in the
OPDDA) and leased it to Fair, Isaac. Pursuant to the OPDDA, the Agency has also conveyed the
City Parcel (as defined in the OPDDA) to LP, which has leased it to Fair, Isaac.
D. Fair, Isaac desires to cause the sale and Wilson desires to purchase the Property.
To that end Fair, Isaac and Wilson have entered into an agreement dated June 28, 2000 (the
"Purchase Agreement") providing for the conveyance of the Property to Wilson and assignment
to Wilson of the rights and obligations under the OPDDA and DA.
E. Pursuant to the DA, the consent of the City is required for the conveyance of the
Property to Wilson and assignment to Wilson of the rights and obligations under the DA.
F. The City, Fair, Isaac and Wilson desire to set forth the terms and conditions
related to the City's consent to conveyance of the Property to Wilson and assignment to Wilson
of the rights and obligations under the DA.
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G. Wilson and the City desire to provide for certain amendments to the DA with
regard to Wilson's future development of the Property and to acknowledge that Wilson may
assign this Agreement as provided for in Section 3.7.
H. On July 25, 2000, the Planning Commission approved the Revisions (as defined
below) and, recommended that the City Council approve those aspects of the Revisions requiring
City Council approval.
I. On August 7, 2000, the City Council approved those aspects of the Revisions
requiring City Council approval.
J. On July 25, 2000, the Planning Commission of the City held a hearing concerning
the provisions of this Amendment and adopted Resolution No. 00-16 recommending amendment
of the DA in the manner contemplated herein and finding that such amendment of the DA
provides benefits as anticipated in conformity with the City's General Plan and is otherwise
consistent with the City's General Plan and all applicable City ordinances, rules and regulations.
K. On August 7, 2000, the City held a public hearing on this Amendment. On
August 7, 2000, the City Council adopted Ordinance No. 1722 (attached hereto as Exhibit B)
approving this Amendment and amendment of Ordinance No. 1722, which ordinance initially
approved the DA. Ordinance No. 1722 also authorizes the Mayor or Vice Mayor of the City to
execute this Amendment on behalf of the City. Ordinance No. 1722 also adopts the findings of
the Planning Commission set forth in Planning Commission Resolution No. 00-16 regarding
consistency of this Amendment with the General Plan and all applicable City ordinances, rules
and regulations.
L. In approving this Amendment, the City has considered the environmental impact
report ("EIR") prepared in conjunction with the Agency's approval of the OPDDA, the City's
approval of the DA, and the City's approval of the Vested Approvals (as defined in the DA) and
any amendments thereto, for the "project" on the Property contemplated by the DA and OPDDA,
has considered the addendum to the EIR ("Addendum"), which analyzes the minor changes to the
"project" that may be implemented pursuant to this Amendment and, based on the Addendum
and other evidence presented at the hearing on this Amendment, has found that the minor
changes in the "project" that maybe implemented pursuant to this Amendment will not result in
substantial changes in the potential environmental effects of the "project," as analyzed in the
EIR, no further environmental evaluation is required, and no supplemental or subsequent EIR is
required pursuant to CEQA Guidelines Sections 15162, 15163, and 15164 or Public Resources
Code Section 21166.
THEREFORE, the parties agree as follows:
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ARTICLE 1.
CONSENT TO TRANSFER AND CONDITIONS THERETO
Section 1.1 Consent to Assignment of DA. Subject to the satisfaction of the
conditions in Section 1.2 below, the City hereby consents to and approves (i) the conveyance of
the Property and (ii), Fair Isaac's assignment of all its rights and obligations under the DA, to
Wilson or an Affiliate, as defined in Section 3.1 of this Amendment. The City's consent and
approval is given notwithstanding the fact that Wilson and Fair, Isaac have not and do not
contemplate that Fair, Isaac and Wilson will enter into a lease agreement providing for Fair, Isaac
to initially occupy Phase I (as defined in the DA).
Section 1.2 Conditions to Consent and Annroval. The following are conditions
precedent to the City's consent and approval of the conveyance of the Property to Wilson and
Fair, Isaac's assignment to Wilson of its rights and obligations under the DA, which conditions
may be waived in the sole discretion of the City:
(a) By December 31, 2000 the Property shall be conveyed to Wilson or an
Affiliate.
(b) By December 31, 2000 Fair, Isaac shall have assigned all its rights and
obligations under the DA to Wilson or an Affiliate.
(c) By December 31, 2000 Fair, Isaac shall have assigned all its rights and
obligations under the OPDDA to Wilson or an Affiliate.
(d) Concurrently with the closing of the conveyance of the Property to Wilson,
Fair, Isaac shall have made the payment to the City contemplated by
Section 1.3 below.
(e) Concurrently with the closing of the conveyance of the Property to Wilson,
Fair, Isaac has completed the donation contemplated by Section 1.4 below.
Wilson may request that the date by which the foregoing conditions must be satisfied be
extended and the City shall not unreasonably withhold its approval of such request if it is
satisfied that Purchase Agreement remains in full force and effect, the need for the extension
arises from events beyond Wilson's control and the period of extension is only for the time
reasonably necessary to satisfy the condition but in no event more than one hundred eighty (180)
days.
Section 1.3 Pavment by Fair, Isaac. In consideration for the City's consent and
approval as set forth in Section 1.1 above and the consent and approval of the Agency as set forth
in the Consent and Agreement dated August 7, 2000 by and among the Agency, Fair, Isaac and
Wilson (the "Consent"), Fair, Isaac shall pay to the City the sum of Two Million Dollars
($2,000,000). Said amount shall be paid concurrently with the closing of the conveyance of the
14172\406094.3:406094
Property to Wilson. Fair, Isaac and Wilson shall take such steps and provide such instructions to
the escrow holder for the conveyance of the Property to Wilson to assure that the amount to be
paid to the City is paid directly to the City at the closing for the conveyance from funds that are
held by the escrow holder.
Section 1.4 Donation. Fair, Isaac hereby offers to donate to the City the sum of One
Million Three Hundred Thousand Dollars ($1,300,000) to be used by the City for a capital
project or projects in the downtown San Rafael area determined pursuant to this Section 1.4 that
will benefit the citizens of San Rafael. The City hereby accepts said donation. Said donation
shall be made on or before the date the Property is conveyed to Wilson. Promptly following the
City's adoption of its budget for fiscal year 2000-2001, the City and Fair, Isaac shall jointly
determine to which capital project or projects Fair, Isaac's donation will be devoted, which
project or projects shall be aligned with Fair, Isaac's philanthropic goals, as described by Fair,
Isaac. If City and Fair, Isaac cannot agree to the capital project or projects to which the donation
will be devoted, the City will reasonably determine, taking into account the philanthropic goals
of Fair, Isaac, the capital project or projects to which the donation will be devoted. At Fair,
Isaac's request, Fair, Isaac will be identified as the donor in press releases and publicity furnished
by the City and the City will memorialize Fair, Isaac's donation at the location of the project or
projects undertaken with Fair, Isaac's donation. Such memorization shall be by appropriate
means reasonably determined by the City (such as a plaque or engraved stone).
Section 1.5 Release of Fair. Isaac and LP. Upon the City's consent and approval
pursuant to Section 1.1 taking effect, Fair, Isaac shall be released from all obligations and
liabilities under the DA, provided, however, such release shall not extend to any indemnity
obligation under the DA that arose from an event occurring prior to the City's consent and
approval taking effect.
ARTICLE 2.
ADDITIONAL OBLIGATIONS
Section 2.1 Apulication for Permits and Aunrovals. On June 16, 2000, Wilson
submitted to the City applications to revise the Vested Approvals (as defined in the DA). As set
forth in Recitals H and I above, the City has approved said revisions (the "Revisions"). The
Revisions are described in the attached Exhibit A. The Revisions include the following:
(a) Amendment to PD District Ordinance 1721 (ZC-97-2b).
(b) Amendment to Conditional Use Permit (UP -97-10b).
(c) Addendum to Environmental Impact Report (State Clearinghouse
No. 97042041).
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If the conditions to the consent and approval set forth in Section 1.2 are not satisfied and,
as a result, this Amendment is terminated pursuant to Section 4.1 below, the Revisions shall have
no further force and effect.
Section 2.2 Incorporation of OPDDA Amendments. Any references in the DA to the
OPDDA or various provisions of the OPDDA shall refer to the OPDDA as amended by the
Consent.
Section 2.3 Sublease. Upon conveyance of the Property to Wilson, the Sublease (as
defined in the OPDDA) of the City Parcel between Fair, Isaac and the City shall be deemed to be
a lease of the City Parcel between Wilson and City on the terms and conditions set forth in the
Sublease.
Section 2.4 Tenant Selection. The Improvements (as defined in the OPDDA) shall be
occupied by at least one high quality tenant occupying at least 80,000 square feet in those
Improvements. If, upon completion of the Improvements, those Improvements are not occupied
by at least one high quality tenant occupying at least 80,000 square feet, then Wilson shall
promptly pay to the City the sum of Two Hundred Fifty Thousand Dollars ($250,000). The
determination as to whether or not Wilson has satisfied the requirements of this section will be
made by the Agency pursuant to Section 3.1 of the Consent and Agreement of even date herewith
by and among the Agency, Wilson and Fair, Isaac.
Section 2.5 TSM Program. Wilson, in cooperation with the City, shall develop and
implement for the Project (as defined in the DA), a comprehensive traffic systems management
program with the objective of achieving the optimal trip reduction. Prior to issuance of a
building permit for the Improvements in the First Phase, Wilson shall prepare, submit to the City
and obtain approval of the City's Director of Community Development for a detailed TSM
program in accordance with condition number 4 of the use permit conditions that are part of the
Vested Approvals (as defined in the DA). In addition, if the City establishes a shuttle service for
the downtown San Rafael area, Wilson shall contribute its fair share to the capital and operating
costs of that shuttle service, as reasonably agreed upon by Wilson and the City.
Section 2.6 Temporary Parking. At the request of the City, Wilson shall cooperate
with the City to provide temporary parking for the general public on the Property in accordance
with the provisions of this Section 2.6 It is anticipated that the request will be made to
accommodate temporary public parking that will be needed when the City demolishes the
existing public parking structure on Lootens Place and constructs new parking as part of the
redevelopment of that Lootens Place property and surrounding properties. Such parking shall be
provided at no cost to the City or the Agency, but the City shall operate such parking at its cost or
pay Wilson the costs of operating and providing the parking. If the City requests that the
temporary parking be provided, Wilson shall first make reasonable efforts to accommodate the
parking with surface parking in the area shown on Exhibit C-1. If temporary surface parking is
not available in that area either because environmental site conditions make it impractical to
locate surface parking in that area or because the planned parking structure in that area is under
construction or completed, then Wilson shall make reasonable efforts to accommodate the
5 14172\406094.3:406094
temporary parking by providing approximately 100 spaces in the structure to be built in the area
shown on Exhibit C-2, assuming that structure has been completed and has excess capacity not
needed for completed office buildings on the Property. If parking in the parking structure is not
available, Wilson shall make reasonable efforts to accommodate the temporary parking through
use of a valet parking system or similar arrangement on the surface lot shown on Exhibit C-3.
provided under all circumstances that Wilson may first accommodate office users on the
Property. For purposes of this Amendment, the location of such temporary parking, as agreed
upon pursuant to this section 2.6, shall be referred to herein as the "Temporary Parking Parcel."
The City shall pay Wilson for any additional costs associated with accommodating the public
parking Wilson may temporarily close or limit portions of the parking on the Temporary Parking
Parcel to the extent reasonably necessary to accommodate a staging area for construction of the
Improvements or to meet other construction considerations related to construction of the
Improvements, including but not limited to safety and insurance considerations in Wilson's
reasonable discretion. The temporary parking to be provided pursuant to this Section 2.6 shall be
provided pursuant to a license agreement, right of entry or other agreement reasonably acceptable
to the City and Wilson and consistent with the provisions of this Section 2.6.
Section 2.7 Night and Evening Parking. On a portion of the Property shown on
attached Exhibit D (the "Public Parking Parcel"), Wilson shall make available the parking
improvements for public parking on nights and weekends. The Public Parking Parcel shall be
made available from midnight to 6 a.m. and from 6 p.m. to midnight on Monday through Friday
and all hours on Saturdays and Sundays. Such parking shall be provided at no cost to the City or
the Agency. Wilson shall not charge for the public parking without the approval of the City,
which approval shall not be unreasonably withheld, provided the proposed charges are not
substantially and materially higher than the amounts the City charges in the City -owned parking
facilities in downtown San Rafael for night and weekend parking after taking into consideration
additional and excess costs to Wilson of security and other related matters. The Public Parking
Parcel shall be made available for parking beginning with the completion of the First Phase
Improvements.
Section 2.8 License Agreement. At the same time as the conveyance of the Property
to Wilson, the City and Wilson shall execute and record an irrevocable license agreement
("License Agreement"), which shall be in a form reasonably acceptable to the City and Wilson
and substantially consistent with the provisions of this Amendment. The License Agreement
shall provide for the grant of a license to the City for public parking as set forth in Section 2.7 of
this Amendment.
Section 2.9 Pavment for Plaza. Wilson shall pay to the City the sum of One Hundred
Fifty Thousand Dollars ($150,000). Said amount shall be paid within thirty (30) days following
the date the Revisions are final, unappealable and binding. The City agrees to use the amounts
paid pursuant to this Section 2.9 for costs of construction of the water features and appurtenances
the City is planning to construct as part of the public plaza to be developed on Court Street
between Fourth Street and Fifth Avenue.
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ARTICLE 3.
AMENDMENT OF SPECIFIC DEVELOPMENT AGREEMENT
PROVISIONS; CONFIRMATION OF COMPLIANCE
Section 3.1 Amendment of DA Section 1.2. Section 1.2 of the DA shall be amended
to read as follows:
"1.2 Affiliate. (i) a person which directly or indirectly controls, is controlled by or is
under common control with Wilson; (ii) a Person at least a majority of whose economic
interest is owned by Wilson; (iii) EOP Operating Limited Partnership ("EOP"), a Delaware
limited partnership; (iv) an entity ("Devco") that is entirely owned by an affiliate of EOP and an
entity more than fifty percent (50%) of which is owned by William Wilson III and other
individuals who were formerly officers and employees of Cornerstone Properties Inc., a Nevada
corporation, or any of its affiliates or subsidiaries; or (v) provided there has first been an
assignment to Devco, an entity entirely owned by Devco alone or by Devco and one of its
members or affiliates of such members or by just one member of Devco and that member's
affiliates."
Section 3.2 Amendment of DA Section 1.6. Section 1.6 of the DA shall be amended
to read as follows:
"1.6 Enacting Ordinance and Resolution. Ordinance No. 1722, enacted by the City
Council of the City of San Rafael on February 17, 1998, approving this Development Agreement
(attached as Exhibit F to the Development Agreement); Ordinance No. 1722 enacted by the City
Council of San Rafael on August 7, 2000, approving the Amendment to Development
Agreement dated as of July 1, 2000, by and among the City, Fair, Isaac, and Wilson, which
ordinance is attached to the Amendment to Development Agreement as Exhibit B; Resolution
No. 10026, adopted by the City Council of San Rafael on September 17, 1998, authorizing
execution of this Development Agreement by the Vice -Mayor (attached as Exhibit G to
Development Agreement); and Ordinance No. 1722, adopted by the City Council of San Rafael
on August 7, 2000 (attached to the Amendment to Development Agreement as Exhibit B),
authorizing execution of the Amendment to Development Agreement".
Section 3.3 Deletion of DA Sections 1.15. The DA shall be amended by deleting
Section 1.15 thereof.
Section 3.4 Amendment of DA Section 1.20. Upon the City's approval of the
Revisions, the Vested Approvals (as defined in the DA) shall refer to:
(a) the Approvals set forth in Section 1.20 of the DA as those Approvals may
be revised by the Revisions and
(b) any other Approvals that are part of the Revisions.
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Section 3.5 Addition of DA Section 1.21. The following Section 1.21 shall be added
to the DA:
"Wilson: San Rafael Corporate Center, LLC, a Delaware limited liability company, or its
successors and assigns as permitted under this Development Agreement, as it may be amended."
Section 3.6 Amendment of DA Section 3.2. To the extent the Revisions revise the
descriptions of aspects of the Project listed in Sections 3.2.1, 3.2.3. and 3.2.4 of the DA, said
descriptions shall be deemed amended so that they are consistent with the Revisions.
Section 3.7 Amendment of DA Section 12.1. Section 12.1 of the DA shall be
amended to read as follows:
"12.1 Transfer By Developer
12.1.1. Prior to the issuance of a certificate of completion of construction, which for
purposes of this Agreement shall be defined as substantial completion of the core and shell of the
buildings, for both Building A and Building B, Developer shall not engage in any Transfer,
except for a Transfer expressly permitted pursuant to Section 12.1.3 below, without the prior
approval of the City, which approval may be granted or withheld in the City's sole discretion.
Once a certificate of completion of construction has been issued for both Building A and
Building B, Developer may engage in any Transfer with regard to Building A or Building B or
the Property -Lot or Parcel for either without the consent of the City.
12.1.2. After a certificate of completion has been issued for both Building A and
Building B, Developer shall not engage in any Transfer, except for a Transfer expressly permitted
pursuant to Section 12.1.3 below, with regard to Building C, Building D or Building E or the
Property -Lot or Parcel for those buildings without the prior approval of the City, which approval
may be granted or withheld in the City's sole discretion, prior to issuance of a certificate of
completion of construction for Building C, Building D or Building E. Once a certificate of
completion has been issued for Building C, Building D, or Building E, the Developer may
engage in any Transfer with regard to the building or buildings for which the certificate of
completion of construction has been issued and the Property -Lot or Parcel for the building or
buildings without the consent of the City.
12.1.3. Notwithstanding anything to the contrary in this Development Agreement,
including, without limitation, the limitations in this Article 12, Wilson may assign this
Development Agreement or transfer fee title to the Property, without the City's consent, to any
Affiliate. Wilson shall give notice of any such assignment of this Development Agreement or
transfer of fee title to the Property to an Affiliate, with a full description of the assignee or
transferee and a copy of the assignment or grant deed executed by Wilson and the assignee or
tranferee, to the City within ten (10) business days after such assignment or transfer.
Notwithstanding the provisions of Section 12.2 of this Development Agreement, no such
assignment or transfer to an Affiliate shall release Wilson from any obligation or liability under
this Development Agreement.
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Section 3.8 Amendment of DA Section 5.2.1. Section 5.2.1 of the DA shall be
amended by replacing the third sentence of that section with the following:
"Payment by Wilson to City shall be made in response to a request
by City, but no sooner than sixty (60) days before anticipated
commencement of construction of said improvements."
Section 3.9 Amendment of DA Section 15.3. Section 15.3 of the DA shall be
amended so that notices need not be sent to Village or Fair, Isaac but are instead sent to Wilson
as follows:
San Rafael Corporate Center, Inc.
c/o Wilson/Equity Office, Inc.
120 Howard Street
San Francisco, CA 94105
Attn.: Thomas P. Sullivan
Phone: (415) 495-2743
Fax: (415) 543-9437
cc: Mary G. Murphy, Esq.
Farella Braun & Martel, LLP
Russ Building, 30th Floor
235 Montgomery Street
San Francisco, CA 94104
Phone: (415) 954-4400
Fax: (415) 954-4480
Section 3.10 Compliance with DA. Fair Isaac and the City each hereby acknowledge,
represent, and warrant to Wilson that, as of the date of this Amendment, neither Fair, Isaac nor
the City is in default under the DA and that both Fair, Isaac and the City have satisfied all
conditions and complied with all obligations, including, without limitation, payment obligations
or public improvement obligations, required to be satisfied, fulfilled, complied with, or paid by
Fair, Isaac or the City under the DA as of the date of this Amendment. Without limitation of the
foregoing, the City confirms that it has been paid all amounts required of Fair, Isaac under
Article 5 of the DA except for the payment required pursuant to Section 5.2.1 of the DA.
ARTICLE 4.
MISCELLANEOUS
Section 4.1 Termination. If the conditions set forth in Section 1.2 above to the City's
consent and approval have not been satisfied or waived by December 31, 2001, or such later date
approved by the City pursuant to Section 1.2 above, then this Amendment shall terminate and the
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parties shall have no further rights, obligations or liabilities under this Amendment. Upon such
termination, the amendments to the DA set forth in this Amendment shall have no force or effect
and the DA shall be given full force and effect as if never amended by this Amendment. This
Amendment shall become effective as an amendment to the DA upon the later of (i) the effective
date of Ordinance No. 1722 or (ii) the date on which the conditions set forth in Section 1.2 to the
consent and approval of the City have all been satisfied or waived.
Section 4.2 No Other Amendment. Except as set forth in this Amendment, the DA
shall remain in full force and effect and unamended.
Section 4.3 Capitalized Terms. Capitalized terms set forth in this Amendment shall
have the same meanings set forth in the DA and OPDDA unless specified otherwise herein.
Section 4.4 Recordation. Pursuant to the Development Agreement Legislation (as
defined in the DA), within ten (10) days following the date that Ordinance No. 1722 becomes
effective, the parties shall record this Amendment. For purposes of recording, a legal description
of the Property is attached hereto as Exhibit E. The cost of recording shall be borne by Wilson.
If this Amendment is terminated pursuant to Section 4.1 above after this Amendment has been
recorded, the parties shall promptly execute and record a memorandum indicating that this
Amendment has no force and effect.
Section 4.5 Counter_ arts. This Amendment may be executed and acknowledged in
counterparts.
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IN WITNESS WHEREOF, the parties have executed this Consent and Agreement as of the date
set forth in the opening paragraph above.
APPROVED AS TO FORM CITY OF SAN RAFAEL
City Attorney
By:
[Mayor] [Vice -Mayor]
ATTEST:
By:
City Clerk
FAIR, ISAAC, AND COMPANY, INC., a
Delaware corporation
IM
Henk J. Evenhuis, Chief Financial Officer
SAN RAFAEL CORPORATE CENTER, LLC,
a Delaware limited liability company
By: Wilson/Equity Office, LLC
a Delaware limited liability company,
a Manager and Member
By: Wilson Investors -California, LLC,
a Delaware limited liability company,
a Manager and Member
By:
Name: Thomas P. Sullivan
a Manager and Member
By: EOPMC Investor, L.L.C.,
a Delaware limited liability company,
a Manager and Member
11 14172\406094.3:406094
By: Equity Office Properties Management Corp.,
a Delaware corporation,
a Manager and Member
By:
Name:
Title:
By: EOP - San Rafael Corporate Center, L.L.C.,
a Delaware limited liability company
By: EOP Operting Limited Partnership,
a Delaware limited partnership
By: Equity Office Properties Trust,
a Maryland real estate investment trust,
its sole general partner
By:
Name:
Title:
12 14172\406094.3;406094
EXHIBIT A
DESCRIPTION OF PROPOSED REVISIONS
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PROJECT DESCRIPTION
San Rafael Corporate Center
Wilson Cornerstone proposes to develop the former Fair Isaac development site in
San Rafael in substantial conformity with the previously approved project proposed by the
prior owners, Fair Isaac. It is Wilson Cornerstone's stated intention to maintain the
Project's overall site plan and architectural and landscape design, as approved by the City
of San Rafael in early 1998.
Consistent with the Project's existing Project approvals, the development will total
406,000 square feet of office space, including five buildings and two parking structures as
previously designed by Backen, Arrigoni and Ross (`BAR") architects. The site plan, as
designed by the SWA Group, will feature landscaped improvements, surface parking,
pedestrian circulation and the infrastructure required to support the office development.
All vehicular and pedestrian access points will remain substantially as illustrated on the
approved plans.
Since the development will remain substantially unchanged from its approved size
and configuration, all off-site improvements associated with the original project will
remain as planned. Many of these improvements are already completed, including the
widening of Second Street, the addition of an eastbound right -turn lane at Second Street
and Lincoln Avenue and the undergrounding of various utility lines in the vicinity of the
site.
Parking will continue to be accommodated with the mix of surface lots and
structured garages as described in the approved plans. As addressed in the Project's
"Parking Contingency Plan", and provided for in the development' s approved
entitlements, Wilson Cornerstone plans to exercise the right to provide the additional level.
of parking on the second garage, as anticipated in the approved plans, thereby improving
the parking ratio from 3 spaces per 1,000 square feet to 3.3 per 1,000 square feet. In
addition, while the project may become the home of several high quality tenants, Wilson
Cornerstone will implement a comprehensive Transportation System Management
program similar to that devised by Fair Isaac.
The Project, as proposed, will continue to offer a publicly accessible conference
facility as anticipated in the original plans. However, the amount of interior space
dedicated for this use will be reduced from 10,000 square feet to 2,500 square feet. The
exterior areas identified for this use will remain relatively unchanged. The San Rafael
General Plan (Land Use Goals and Policies, #LU -21, Lindaro Office Land Use District,
page LU — 8&9) provides that a height bonus may be granted in exchange for the provision
of a park along Mahon Creek in lieu of a community facility. Since the height bonus
granted to the Project was contingent upon the original 10,000 square foot community
facility, Wilson Cornerstone will enhance the southern portion of the site along Mahon
Creek as a privately maintained park with public access. Therefore, this change in the
method of satisfying the height bonus requirements is entirely consistent with the General
Plan, the Implementing Strategy for Our Vision of Downtown San Rafael, and would result
in less -than significant impacts to the corresponding zoning district. I
Upon completion, Wilson Cornerstone intends to lease the project to one or more
high quality tenants. Since the development, as originally approved, was to be the home of
a single corporate occupant (i.e., Fair Isaac), some minor changes to the office buildings
are necessary to accommodate the requirements of what may become a multi -tenant
environment. The nature of these changes will be minor and focused on the building's
interior core elements (i.e., elevator lobbies, restrooms, exit stairs, etc.). In addition, some
minor landscape modifications may be made to enhance the multi -tenant nature of the
development. Any such site changes will be insignificant and consistent with the
environmental analysis and mitigation measures contained in the Final EIR.
The project will be constructed in multiple phases as originally anticipated. The
first phase, consisting of the southern two buildings and associated surface parking, will
begin in late 2000 and conclude in late 2001. The second phase, made up of the remaining
three buildings and two parking structures will be developed incrementally. Similar to the
projections made by Fair Isaac, at full build -out the campus will house approximately
1,500 employees.
I As further consideration for the reduction of total interior conference area, Wilson
Cornerstone will also contribute $150,000 toward the cost of construction of the fountain
planned for the Fourth Street plaza.
EXHI IT B
ORDINANCE NO. 1722
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