HomeMy WebLinkAboutED Exclusive Negotiating Agreement with Goldstone Management Inc.____________________________________________________________________________________
FOR CITY CLERK ONLY
File #: 4-3-988
Council Meeting: 11/18/2019
Disposition: Resolution 14742 as amended
Agenda Item No: 7.a
Meeting Date: November 18, 2019
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Economic Development
Prepared by: Simon Vuong, Economic Development
Coordinator
City Manager Approval: _______
TOPIC: EXCLUSIVE NEGOTIATING AGREEMENT WITH GOLDSTONE
MANAGEMENT INC.
SUBJECT: RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT TO NEGOTIATE EXCLUSIVELY WITH
GOLDSTONE MANAGEMENT INC. REGARDING REDEVELOPMENT OF
1009 AND 1001 FOURTH STREET, 924-926 THIRD STREET, AND THE THIRD
STREET AND LOOTENS PLAZA PARKING GARAGE
RECOMMENDATION:
Adopt the resolution approving and authorizing the City Manager to execute an Agreement to
Negotiate Exclusively with Goldstone Management Inc., to acquire a City-owned public parking
garage and develop a mixed-use residential/retail development project.
BACKGROUND:
For the past two (2) years, the City has discussed a proposal from Goldstone Management Inc.
(“Developer”), specifically Paul Goldstone, to acquire the City’s public parking garage located near
the southeast intersection of Third Street and Lootens Plaza (the “City Parcel”). The Developer
owns three contiguous parcels at 1009 4th St, 1001 4th St, and 924-926 3rd St. improved with three
commercial structures and an approximately 30-space, street level parking lot (the “Developer
Parcels”). Please see Attachment 2 for a site map of the City and Developer parcels.
The Developer proposes to acquire an ownership interest in the City Parcel and to merge the City
Parcel with the Developer Parcels, demolish existing structures, and build upon the entire site a
mixed-use residential/retail development, including a market hall style food emporium. A new,
fully automated parking garage (“Automated Multi-Use Garage”) would replace the 171 public
parking spaces located in the existing parking structure on the City Parcel and provide additional
private parking to serve the retail and residential components of the proposed Project (“Project”).
ANALYSIS:
The Developer has requested that the City enter into an exclusive negotiating agreement (“ENA”)
concerning the purchase of the City Parcel. The ENA would be a window of time where both the
City and Developer agree to negotiate terms of an agreement exclusive of any third party in order
to realize a project that each party would not be able to achieve alone. Entering into the ENA
would serve two purposes: First, it commits the parties to work together and negotiate in good
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
faith for a set period of time, potentially drafting a Disposition and Development Agreement (DDA)
for City Council review and possible approval. Second, it obligates the developer to reimburse the
City for certain costs and expenses incurred by the City in connection with negotiating and
drafting the DDA.
A DDA between the City and the Developer would expressly define the process involved for
disposition of the City Parcel and the development of the Project, and would also describe tasks,
milestones, and other commitments required to successfully complete the Project. The DDA can
be used to strengthen the public planning process by encouraging private participation in the
achievement of comprehensive planning and economic development goals and reducing the total
costs of development. A DDA can reduce the risks associated with development, thereby
enhancing the City's ability to obtain public benefits beyond those achievable through existing
ordinances and regulations.
Elements of the Proposed ENA:
The proposed ENA is attached as Attachment 3, and contains the following material terms:
Negotiation Period:
The negotiations will be conducted in two stages to occur over twenty-one (21) months. However,
the ENA allows for a time extension of up to 90 days at any stage of the process, resulting in a not
exceed term of 24 months.
Extensions: The Preliminary Stage and/or DDA Stage of the Negotiation Period may each be
extended if the City Manager determines at their sole discretion that the Parties have made
substantial progress toward meeting the performance milestones identified in the ENA. The
cumulative total of all such extensions may not exceed ninety (90) days.
Preliminary Stage: The “Preliminary Stage” of the Negotiation Period will begin on the effective
date of the ENA should the City Council approve it and will expire six (6) months after or when a
“Preliminary Stage Feasibility Confirmation” is reached, whichever is earlier. During this
Preliminary Stage, both Parties will work together to assess whether the proposed Automated
Multi-Use Garage is feasible from a technical, financial, and operational perspective, and to
negotiate a proposed “DDA Term Sheet”. If the Automated Multi-Use Garage and DDA Term
Sheet is acceptable to both parties, then the milestone will be memorialized in writing as a
Preliminary Stage Feasibility Confirmation.
If the Project is determined to be infeasible or it does not meet the City’s needs and objectives,
then either party making such determination may terminate the ENA. If the Parties have not
executed a Preliminary Stage Feasibility Confirmation by the expiration of the Preliminary Stage,
then the ENA is terminated.
The City and the Developer agree to negotiate diligently and in good faith to perform the tasks
necessary for successful completion of the Preliminary Stage, and if the Preliminary Stage
conditions are satisfied, both Parties can to continue to complete the DDA Stage tasks. The City
agrees for the Negotiation Period not to negotiate with, solicit offers or proposals regarding, or
respond to detailed inquiries from any other person or entity regarding the conveyance of the City
Parcel and/or the development of the site or any portion thereof.
During the Preliminary Stage of the Negotiation Period, the Developer must retain a parking
consultant to prepare for City review and input a detailed plan describing all aspects of operation
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
and joint use of the proposed Automated Multi-Use Garage (“Parking Plan”), including: design,
access, operation and maintenance, funding, public parking rates, assigned parking spaces for
different users for different times of the day, etc. The City will retain its own parking consultant, at
Developer’s cost, to peer review the Developer’s Parking Plan and advise the City on any
changes needed.
DDA Stage: A DDA would set forth the terms under which the City would transfer the City Parcel
to the Developer, and it would also describe how the Developer would endeavor to develop the
proposed Project on the site. The Developer and its successors, at their expense, would agree to
operate the Automated Multi-Use Garage and provide ongoing public parking in perpetuity for the
benefit of the City and the public in accordance with agreed upon pricing to be set forth under the
terms of the DDA.
The “DDA Stage” of the Negotiation Period will commence on the effective date of the Preliminary
Stage Feasibility Confirmation and expire fifteen (15) months thereafter. Commencement of the
DDA Stage is also contingent upon the Developer delivering the Preliminary Stage Deposit to the
City, currently identified as $50,000. During the DDA Stage, both Parties will continue to
negotiate and draft a comprehensive DDA and undertake the other DDA Stage tasks described in
the Schedule of Performance (Attachment 3, p.16).
A “DDA Term Sheet” will also be drafted, that will address, among other things: transfer value of
City parcel, land use and market operations, details of the Project drawings (plan and elevation
view), costs of the DDA, use of Lauren’s Place (adjacent public civic plaza) for outdoor seating,
timelines for entitlement and construction (including physical and environmental testing),
conditions for close of escrow (such as land use approvals, building permits, construction
contracts), financing details, City remedies, prevailing wage requirements, and a parking
agreement.
A “DDA” resulting from the negotiations will only become effective if the DDA has been
considered and approved by the City Council at a duly noticed public meeting. If a DDA is
executed by the City and the Developer, that DDA will govern the rights and obligations of both
Parties.
Developer Deposit and Future Costs:
The Developer will be responsible for paying for staff and consultant time spent in connection with
implementation of the ENA, including costs associated with evaluating the feasibility of the
Automated Multi-Use Garage and drafting of the DDA Term Sheet as well as preparation of a
document addressing the environmental impacts of the Project per the California Environmental
Quality Act (CEQA). These costs also include third-party consultant costs of attorneys, financial
consultants, parking consultants, environmental consultants, and planning consultants hired by
the City in connection with the Project.
The Preliminary Stage deposit of $50,000 will be paid by the developer . For DDA Stage, both
Parties must reach mutual agreement on an amount of funding that would be necessary for the
DDA Stage during the Preliminary Stage. Prompt deposits are required to initiate these stages
and associated work, otherwise this ENA may be terminated, and the City will have no obligation
to continue incurring costs in connection with this Project.
The City will provide the Developer with monthly invoices reflecting the draw on deposits for work
completed by the City and its consultants.
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 4
Other Terms & Conditions:
Right of Entry & City Data:
The City will provide Developer reasonable access to all portions of the City Parcel for purposes
of obtaining data, making surveys and tests necessary to evaluate the development potential of
the City Parcel and other land use due diligence. Any engineering or environmental reports or
data that are furnished by the City will need to be verified independently by the Developer and the
Developer may not solely rely on the accuracy of City Reports.
Developer Responsibilities:
The Developer must notify the City if there is a change in the identity of its principals, officers, or
managers, which is subject to City approval. Developer must also fully disclose financial data,
including development and operating assumptions related to Project costs and potential methods
of financing to be used in the acquisition of the City Parcel and development of the proposed
Project. The City must also receive a progress report on the status of all work undertaken on
behalf of the Developer within ten (10) days following the City’s request.
City Responsibilities:
The City will cooperate with Developer by providing full disclosure regarding any existing condition
of the City Parcel or improvements. The City will share with Developer any studies and
information received as part of City’s own parking and traffic flow studies as they relate to the site
or the proposed Project.
Limitations of the ENA:
With the execution of the ENA, the City is not committing itself to conveying the City Parcel to the
Developer. Execution of the ENA is merely a period of exclusive negotiations according to the
outlined terms, reserving final discretion and approval by the City as to any DDA. In addition,
nothing in the ENA is to be construed to limit the application of CEQA, and the City will act
independently regarding such CEQA approvals independent of the ENA. The City is not obligated
to approve the proposed Project, DDA, or any other agreement. The City is also not precluded
from rejecting the DDA and/or proposed Project or from imposing mitigation measures as a
condition of approval. If the City rejects the DDA or proposed Project, the ENA automatically
terminates.
Schedule of Performance:
The Preliminary Stage is expected to take no more than 6 months, which would include the
Developer retaining a parking consultant, analysis of the parking plan, and negotiation of a term
sheet. The DDA Stage is expected to take no more than 15 months, which would include work
required by the California Environmental Quality Act (CEQA) and preparation of a DDA proposal.
Please see Attachment 3, p. 16 for more details.
FISCAL IMPACT:
City staff will monitor and provide regular oversight to ensure costs do not exceed the developer
paid deposit of $50,000 during the Preliminary Stage. Therefore, there will be no fiscal impact to
the City if the ENA is approved.
COMMUNITY OUTREACH:
In March 2019, the Developer circulated a survey to the public, encouraging participation and
soliciting comments and feedback on what the public envisions for the future of the site. The
results are still being analyzed.
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 5
OPTIONS:
1. Adopt the resolution approving the ENA as proposed.
2. Request further information
RECOMMENDED ACTION:
Adopt the resolution approving and authorizing the City Manager to execute the Agreement to
Negotiate Exclusively with Goldstone Management, Inc.
ATTACHMENTS:
1. Letter of Intent
2. Site Map
3. Agreement to Negotiate Exclusively
4. Resolution
Ms. Danielle O'Leary
Economic Development Manager
City of San Rafael
1125 B Street
San Rafael, CA 94901
RE: LETTER OF INTENT FOR ERNA, 930 3RD STREET, SAN RAFAEL, CA
Dear Ms. O'Leary:
The purpose of this letter is to introduce myself, set forth my vision, and outline the terms and conditions
upon which we propose to enter into an ERNA ("Exclusive Right to Negotiate Agreement") with the City
for a subsequent purchase of the Property as more particularly described below.
By way of introduction to the San Rafael City Council, I am a Bay Area native with an over 40-year track
record creating innovative food, housing, retail and technology companies. My latest projects have been
focused on the revitalization and rehabilitation of large mixed-use properties that have contributed to
energizing local community neighborhoods. The appeal to us of the proposed San Rafael Market Hall
project is Its potential to improve the quality of life and provide an admirable example, i.e., a benchmark,
to help incentivize creative business investment in Downtown San Rafael. My projects have served to
successfully enhance neighborhoods and created gathering spaces via mixed-use developments In
Berkeley, Oakland and Santa Cruz. Our vision In San Rafael is no exception; this proposal provides much
needed housing, entertainment and food services to an area that is poised to economically benefit from
forward thinking and forward-looking development. This project will bring an extremely desirable synergy
to downtown San Rafael by creating housing that will be situated near highly patronized transit, eatery
and recreational facilities. it also proposes a uniquely designed Market Hall that will attract local food
services to provide the neighborhood with universally popular quality foods and services tailored to the
needs and wants of the local community. The San Rafael Market Hall project, while contributing to the
regions local housing needs will create a strong economic driver that will benefit the downtown
businesses. This community-focused vision ultimately brings a solid focal point back to the downtown
area that will create a hub for people of all ages that will likely drive economic vitality for years to come.
TRANSACTION TERMS TO BE NEGOTIATED IN THE ERNA
1.
2.
SELLER: The City of San Rafael, a Municipal corporation
Paul Goldstone or an affiliated as yet to be formed LLC.
Page 3 of3
8. PERMITS AND APPROVALS:
9. MAINTENANCE &
LIABILITY OF PUBLIC
GARAGE:
In Addition to following the City's existing zoning and general plan
applicable to the rental housing component of the Project site, the
Project shall contain below market rate rental homes in accordance
with Government Code, §§ 65915-65918
Upon completion of the New Public Garage, the Buyer
shall become the sole responsible party for all costs related to the
maintenance, security, insurance, and all liabilities associated
within the garage.
The Buyer and any subsequent owners of the Property containing the
New Public Garage will be solely responsible for the maintenance
and long-term upkeep, and replacement, when required, of the entire
garage superstructure, the automated parking systems therein and all
related components.
Thank you for the opportunity to present this Letter of Intent. I understand that there are many details
related to the general business terms outlined In this LOI that will require more discussion, but I greatly
look forward to the opportunity to working with you and developing an economically feasible project
that enhances the community and supports the San Rafael Business Improvement District.
Thank you very much for your consideration. We look forward to constructing a development and
accompanying parking that will make this location the top one in the entirety of Marin County to live,
work and recreate.
Sincerely, DocuSlgned by: IT~ ~alJ~¼'U
Paul Goldstone 203EEoosBsac44s ..
2/15/2019
Goldstone Management
11/5/2019 1001 - 1009 4th St, 924-926 3rd St
gis.city.local/sanrafael/fusion/widgets/Print/printpage_ms.php?mapfile=C%3A%2FOSGeo4W%2Ftmp%2Fsess_5dc204b82ec06%2FSanRafael.map&mapname=SanRafael¢erxy=5977473.2854791…1/1
Legend
Bay Waters
Bay Waters
Parcels
Parcels
ROW
ROW
Other Easements
EASEMENTS
MMWD Easements
EASEMENTS
Boat Docks
Boat Docks
Buildings
Buildings
OneWayArrows
One Way Arrows
Medians
Medians
Street Centerline
Street Centerline
Street Names
Street Names
Label
SITUS
San Rafael Sphere of
Influence
San Rafael Sphere of
Influence
San Rafael City Limit
City Limit Line
While we strive to produce maps with good accuracy and with current accompanying
data, the accuracy of the information herein cannot be guaranteed. This map was
prepared using programetric computer aided drafting techniques, and it does not
represent legal boundary survey data.
1001 - 1009 4th St, 924-926 3rd St
:1J ) J :1 :1 ul ::t' 999 llNDARosr ,;1~ "-\. ~ ~ JI 1030 0 U'J ,'!1:1, I I ! '-,..._• 902 7/~"·\r===.; :;1 ~ ~ / .. \~~ -"'i..,. w ~ 11 <I II II II <I <I I 1001 931 915 soa 905 907 9QJ LOOTENS PL .r:. ~ .:r ~ ~ (/J ~ [ --C -"'""'-.1.~ I\J f\J 0-1::,,.~ O 998 996 994 908 902 894 890 Bas 882 ~ 0 0 ~= -□
AGREEMENT TO NEGOTIATE EXCLUSIVELY
THIS AGREEMENT TO NEGOTIATE EXCLUSIVELY ("Agreement") dated for
reference purposes as of 17-1-7 2019 ("Effective Date"), is entered into by and between
the City of San Rafael, a municipal corporation ("City"), and Goldstone Management Inc., a
California corporation ("Developer"). 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 APN: 011-263-22 ("City
Parcel") located near the southeast corner of Third Street and Lootens Plaza in downtown San
Rafael, as depicted on the "Site Map" attached hereto as Exhibit A. The City Parcel is improved
with an existing 171 -space two-story public parking garage.
B. Developer owns three parcels immediately adjacent to the City Parcel, designated
as APNs 011-263-18 (1009 4th Street, San Rafael),011-263-04 (10014" Street, San Rafael) and
011-263-16 (924-926 3`a Street, San Rafael) (the "Developer Parcels" and, collectively with the
City Parcel, the "Site") as depicted on the Site Map. The Developer Parcels are improved with
three commercial structures and an approximately 30 -space, street level parking lot.
C. Developer proposes to acquire an ownership interest in the City Parcel, and to
effect a voluntary merger of the City Parcel with the Developer Parcels in order to clear the
existing improvements and build upon the Site a mixed-use residential/retail development,
including a market hall style food emporium and a fully automated parking garage ("Automated
Multi -Use Garage") that would replace the 171 public parking spaces located in the existing
parking structure on the City Parcel and provide additional private parking to serve the retail and
residential components of the proposed Project (collectively, the "Project").
D. City and Developer 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 the Parties to (i)
determine, each in its sole and absolute discretion, whether an automated parking garage of the
type proposed by Developer appears to be feasible from a financial, design and operational
perspective and to otherwise meet the City's and Developer's respective parking objectives, and
(ii) attempt to agree upon a Term Sheet setting forth the key terms of a DDA (defined below)
with respect to the Site and proposed Project; and (2) if, and only if, the Parties memorialize their
successfully completion of the Preliminary Stage of the negotiations via a Preliminary Stage
Feasibility Confirmation, for the Parties to proceed to a DDA Stage of negotiations during which
the Parties would negotiate and draft a comprehensive Disposition and Development Agreement
("DDA") setting forth the terms under which City would transfer the City Parcel to Developer
and Developer would develop the proposed Project, including the Automated Multi -Use Garage,
on the Site and Developer and its successors and assigns, at its and their expense, would agree to
operate the Automated Multi -Use Garage and provide ongoing public parking in perpetuity for
T TF
the benefit of City and the public in accordance with agreed upon pricing requirements to be set
forth under the terms of the DDA.
AGREEMENTS:
CITY AND DEVELOPER HEREBY AGREE AS FOLLOWS:
1. 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 City Parcel and/or the development of the Site 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 Negotiation Period Duration.
(a) The negotiations shall be conducted in two stages, the combined
duration of which shall not exceed twenty-one (21) 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 assess whether the proposed
Automated Multi -Use Garage is feasible from a technical, financial, and operational perspective,
and to 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
Automated Multi -Use Garage is impractical or infeasible or otherwise does not meet its needs
and objectives, or 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
Automated Multi -Use Garage 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
2
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 the Negotiation Period
shall commence, if at all, on the effective date of the Preliminary Stage Feasibility Confirmation
and expire fifteen (15) months thereafter, subject to potential extension as provided in subsection
(b) below. Commencement of the DDA Stage shall also be contingent upon Developer
delivering the DDA Stage Deposit to City as provided in Section 3.3 below. During the DDA
Stage, the Parties will endeavor to negotiate and draft a comprehensive DDA and undertake the
other DDA Stage tasks described in the Schedule of Performance.
(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 ninety (90) days.
2. NEGOTIATION PERIOD TASKS AND PERFORMANCE MILESTONES
2.1 Preliminary Stage Tasks. During the Preliminary Stage of the Negotiation Period,
Developer, in addition to undertaking the other Preliminary Stage tasks set forth in the Schedule
of Performance, will retain Abrams Associates, as its parking consultant, to prepare for City
review and input a detailed plan describing all aspects of operation and joint use of the proposed
Automated Multi -Use Garage ("Parking Plan"), including:
(a) The proposed design of the Automated Multi -Use Garage, including the
proposed automated parking solutions,
(b) City's access, use and/or ownership or other rights with respect to the
public space portions of the Automated Multi -Use Garage,
(c) Plans for ensuring the ongoing operation and maintenance of the public
parking portions of the Automated Multi -Use Garage, and of the Automated Multi -Use
Garage as a whole,
(d) Funding of long term operation and maintenance costs,
(e) Method of establishing and adjusting public parking rates to ensure those
rates will be consistent with public parking rates in other City owned garages and lots,
(f) Designation of flex spaces, if any, which are publicly available during
regular daytime and early evening business hours but revert to residential use at night.
City will retain Watry Design, Inc. or such other parking consultant as City may select as
its parking consultant, the costs of which shall be included in City Costs (defined below) and
reimbursed by Developer, to peer review Developer's Parking Plan and advise City on changes
or adjustments that may be required to meet City's needs.
In addition to the Parking Plan related tasks and other Preliminary Stage tasks described
in the Schedule of Performance, during the Preliminary Stage of the Negotiation Period,
Developer and City will endeavor 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:
i) Transfer value of the City Parcel and the existing improvements thereon
based on a fair market value appraisal methodology agreeable to the Parties;
ii) Details of the proposed Project land use and operational characteristics,
generally consisting of a European -style Market Hall facility with numerous and varied
food vendors selling both prepared food and specialty groceries;
iii) Details of the proposed Project structures, in plan and elevation, along
with conceptual renderings;
iv) A budget for the anticipated amount of City Costs (defined below) to be
incurred during the DDA Stage, if the Parties proceed to such stage (collectively,
"Anticipated DDA Stage Costs"), all of which shall be paid by Developer, and the
amount and form of a security deposit ("DDA Stage Deposit") guaranteeing Developer's
payment of same;
v) Details of Developer's proposed use of Lauren's Place, the public civic
plaza and right of way adjacent to the City parcel and Developer's Parcels, for outdoor
seating as well as access and potential ingress and egress into the proposed Market Hall
facility via grant of easement or license or encroachment permit as the parties may
mutually determine;
vi) Agreed-upon timelines for entitlements and documentation necessary for
commencement of construction;
vii) 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;
viii) 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;
ix) City remedies, including reverter rights, if Developer fails to timely
commence or complete construction of the proposed Project by specified dates;
9
X) City remedies if Developer or its successors or assigns fails to
continuously operate and maintain the public portions of the Automated Multi -Use
Garage following initial construction thereof;
xi) Prevailing wage requirements for all stages of construction;
xii) Details of the parking agreement between City and Developer that would
govern the Automated Multi -Use Garage;
xiii) 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; and
xiv) Physical and environmental investigation and Site testing.
2.2 DDA Stage Tasks. 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. DEVELOPER PAYMENT OF CITY COSTS.
3.1 General. Subject to the terms set forth below, Developer shall be responsible for
paying all City Costs (defined below) incurred in connection with the implementation of this
Agreement, including: (a) during the Preliminary Stage, the City Costs associated with
evaluation of the feasibility of the Automated Multi -Use Garage and the negotiation and drafting
of the DDA Term Sheet, and (b) during the DDA Stage, the City Costs associated with the
negotiation and drafting of the proposed DDA and preparation of an appropriate California
Environmental Quality Act ("CEQA") document addressing the environmental impacts of the
proposed Project. As used in this Agreement, "City Costs" means and includes all of City's
reasonable out-of-pocket costs and expenses paid to third -party consultants and attorneys,
including City's outside legal counsel, Burke Williams & Sorensen LLP; City's financial
consultant, Keyser Marston Associates, Inc., and City's parking consultant, Watry Design, Inc.,
and, if applicable, planning and CEQA consultants, in connection with evaluation of the
proposed Automated Multi -Use Garage; negotiation and drafting of a DDA Term Sheet;
drafting, negotiation and production of the DDA and ancillary agreements; preparation of an
appropriate CEQA document; and other work product as required to implement the Project.
3.2 PreliminarStage Costs. Developer's obligation to reimburse City Costs incurred
during the Preliminary Stage ("Preliminary Stage Costs") will be capped at Fifty Thousand
Dollars ($50,000). Concurrently with Developer's execution of this Agreement, Developer shall
deliver to City cash or other immediately available funds in the amount of Fifty Thousand
Dollars ($50,000) ("Preliminary Stage Deposit") as security for Developer's obligation to pay
Preliminary Stage Costs as provided herein. Developer's obligation to reimburse all such
Preliminary Stage Costs shall survive the expiration or termination of this Agreement with
respect to any and all Preliminary Stage Costs incurred on or before the date which is ten (10)
days following the date of such expiration or termination, provided, however, that in no event
will Developer's liability for Preliminary Stage Costs exceed the amount of the Preliminary
Stage Deposit then held by City.
3.3 DDA Stage Costs. As provided for under Section 2. 1, subsection iv above,
Developer and City shall endeavor to reach mutual agreement on a budget for the Anticipated
DDA Stage Costs and the amount and form of a DDA Stage Deposit as Preliminary Stage
milestones. Concurrently with the Parties execution of the Preliminary Stage Feasibility
Confirmation, Developer shall deliver to City cash or other immediately available funds in the
full amount of the DDA Stage Deposit as security for Developer's obligation to pay City Costs
incurred during the DDA Stage as provided in this Section 3. If City determines that in order to
carry out its DDA Stage obligations under this Agreement, the DDA Stage City Costs will
exceed the Anticipated DDA Stage Costs, City shall give written notice to Developer, which
written notice (each, an "Additional DDA Stage Cost Notice") shall include detailed
projections, prepared in good faith to the best of the City's ability, of all future City Costs to be
incurred during the remainder of the DDA Stage. Upon receipt of an Additional DDA Stage
Cost Notice, Developer shall then have ten (10) days to approve or disapprove in writing City's
request for approval of the increase in Anticipated DDA Stage Costs. If Developer approves an
Additional DDA Stage Cost Notice, Developer's approval shall be accompanied by delivery of
additional DDA Stage Deposit funds in the amount of the additional anticipated City Costs as
approved by Developer. If Developer has disapproved or failed to provide written approval of
such request to City within such ten (10) day period, this Agreement may be terminated by City
upon five (5) days' written notice to Developer. If City terminates this Agreement as provided in
this Section 3.3, City shall promptly return the unexpended and uncommitted portion of the DDA
Stage Deposit (including any augmentations of same), if any, to Developer and, except for those
obligations which by their terms survive termination hereof, neither Party shall have any further
rights against or liability to the other Party under this Agreement. The approval of any proposed
increase in Anticipated DDA Stage Costs shall be deemed an amendment of this Agreement.
Developer's obligation to pay for all such DDA Stage City Costs shall survive the expiration or
termination of this Agreement with respect to any and all City Costs incurred on or before the
date which is ten (10) days following the date of expiration or termination as set forth herein,
provided, however, that in no event will Developer's liability for DDA Stage City Costs exceed
the amount of the DDA Stage Deposit, including any augmentations of same, then held by City.
3.4 Developer Acknowledgments. Developer acknowledges and agrees that if it fails
to timely approve a requested augmentation of the Anticipated DDA Stage Costs budget or
timely augment the DDA Stage Deposit as provided above, City shall have no obligation to
continue incurring any City Costs or continue negotiating in connection with the proposed
Project or DDA and City may terminate this Agreement upon written notice to Developer as
provided in Section 3.3 above. Developer further covenants that if City ceases negotiation of the
DDA or refuses to continue incurring City Costs as a result of Developer's failure to approve
such requested augmentation of the Anticipated DDA Stage Costs budget or augment the DDA
Stage Deposit as described above, Developer shall not directly or indirectly initiate any litigation
against City or its officials, employees, agents, contractors or volunteers in connection with such
City action.
Gel
3.5 City Right to Draw on Deposits. Subject to the limitations set forth above, City
may pay all City Costs from the Preliminary Stage Deposit or DDA Stage Deposit (including any
augmentations of same) as applicable as such City Costs are incurred. The Preliminary Stage
Deposit and DDA Stage Deposit shall be the sole and exclusive remedy of the City for any and
all City Costs. City shall transmit to Developer monthly a copy of each invoice, bill or other
evidence that City has incurred as City Costs, including itemized invoices and receipts for any
reimbursable expenses. City's legal and advisory services invoices shall be redacted as
necessary to preserve attorney-client privilege.
3.6 Close Out Period. In the event that either City or Developer terminates this
Agreement, then (i) City shall cease incurring City Costs with respect to the proposed Project,
other than Project close out expenses which City may continue to incur for up to ten (10) days
following expiration or termination of this Agreement ("Close Out Period"); (ii) Developer
shall remain obligated to pay all City Costs incurred prior to the effective date of expiration or
termination and Project close out expenses incurred during such Close Out Period, solely to the
extent of the Preliminary Stage Deposit or DDA Stage Deposit (including any augmentations of
same) held by City on the date this Agreement is terminated; and (iii) Developer shall have no
responsibility to pay or reimburse City for any City Costs incurred with respect to the proposed
Project after the date of expiration or termination other than Project close out expenses incurred
during the Close Out Period.
4. RIGHT OF ENTRY.
4.1 Access Agreement and City Reports. City shall provide Developer reasonable
access to all portions of the City Parcel and improvements thereon for the purpose of obtaining
data and making surveys and tests necessary to evaluate the development potential of the City
Parcel 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 City Parcel. Said right of access shall be
memorialized via an access agreement in a form reasonably acceptable to City. Developer
acknowledges and agrees that any engineering, environmental reports and related data
(collectively, "City Reports"), if any, provided by City 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. Developer shall
determine the appropriate scope of investigation of the physical and environmental conditions of
the City Parcel and existing improvements thereon. All costs of said investigation, including a
Phase 1 and Phase 2 environmental site assessment (if required), and geotechnical and soils
investigations, if any, shall be paid and borne by Developer at its sole cost and expense and shall
not be considered part of City Costs.
5. ADDITIONAL DEVELOPER RESPONSIBILITIES
5.1 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
7
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.
5.2 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, if any, attributable to the Automated Multi -Use Garage or other individual Project
components and full disclosure regarding the potential methods of financing to be used in the
acquisition of the City Parcel 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.
5.3 Progressports. 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.
6. CITY'S RESPONSIBILITIES
6.1 City Assistance and Cooperation. City shall cooperate with Developer by
providing full disclosure regarding any existing condition of the City Parcel or the improvements
thereon. City shall share with Developer any studies and information received as part of City's
own parking and traffic flow studies as they relate to the Site or the proposed Project.
7. GENERAL PROVISIONS
7.1 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 City Parcel 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 City Parcel.
Developer shall be solely responsible for payment of all costs and fees payable to Developer's
Broker. 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 7.1 shall survive expiration or termination
of this Agreement.
7.2 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: Jim Schutz, City Manager
With a copy to: City of San Rafael
1400 Fifth Avenue, Room 202
San Rafael, CA 94901
Attention: Robert Epstein, City Attorney
With a copy to: Burke, Williams & Sorensen, LLP
1901 Harrison St., Suite 900
Oakland, CA 94612
Attention: Gerald J. Ramiza
To Developer: 82 Shattuck Square
Berkeley, CA 94704
Attention: Paul Goldstone
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.
7.3 Limitations of this Agreement. By its execution of this Agreement, City is not
committing itself to or agreeing to undertake: (i) disposition of the City Parcel 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 Automated Multi -Use Garage parking agreement,
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
9
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.
7.4 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.
7.5 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.
7.6 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.
7.7 No Assignment. 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 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. Notwithstanding the foregoing, the
Parties acknowledge that Developer intends to form a new special purpose entity to develop the
proposed Project and to enter into the proposed DDA. Developer may assign its rights and
obligations under this Agreement to an affiliate company or a new special-purpose entity,
provided Paul Goldstone retains full management and control of the assignee entity or entities.
7.8 Successors and Assigns. Subject to the limitations on assignment set forth in
Section 7.7 above, this Agreement shall be binding upon, and inure to the benefit of, the Parties,
their heirs, executors, personal representatives, nominees, successors and assigns.
7.9 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 City Parcel investigation and/or acquisition activities under Section 4
above, including damages to property or injuries to persons, accidental death, and reasonable
10
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 7.9 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 City Parcel. Developer's obligations under this Section 7.9 shall
survive the expiration or other termination of this Agreement.
7.10 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 7.10. 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,
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 7.10 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
11
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 "CONFIDENTIAL/PROPRIETARY INFORMATION" mark
was inadvertent), or (f) is the subject of a written permission to disclose provided by Developer
to City.
7.11 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 Site, including the City Parcel, or
proposed Project 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.
7.12 Counterparts. This Agreement may be signed in multiple counterparts which,
when signed by both parties, shall constitute a binding agreement.
7.13 Interpretation. 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.
7.14 Authority. If Developer is a corporation, limited liability company, partnership,
trust, association or other entity, 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
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.
7.15 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 Party 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.
12
7.16 Governing Law. 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.
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: LC -7 , 2019
ATTEST:
�0(. AIV -A✓
Lindsay Lara, City Clerk
APPROVED AS TO FORM:
By :L- I"Q�F
Robert Epstein, City ttorne
DATED: , 2019
13
CITY:
CITY OF SAN RAFAEL, a California
municipal corporation
By:
J' Sc utz, Ci . M ager
DEVELOPER:
GOLDSTONE MANAGEMENT INC., a
By:
Name:
Title:
EXHIBIT A
DIAGRAM AND LEGAL DESCRIPTIONS OF THE CITY PARCEL
AND DEVELOPER PARCELS
Diagram of all three contiguous Developer properties.
10014 1h Street
10094 1h Street
924-926 3`a Street
IL
w tp
W E! Ali �.
r V a N
0 0
QD
0
o �
off, fs, 4^
�O '�-*- a— V-4# is
W
h
6 1004? .,Tv- Street � � I US �t teeth
h
Cft Sa �f. Sr!'• + 'P1+�
Legal Description of all three contigeous properties.
10014" Street, San Rafael, CA 94901
Legal Description
The land referred to in this Commitment is described as follows:
Real property in the City of San Rafael, County of Marin, State of California, described as
follows:
PARCEL ONE:
EXHIBIT A
OAK #48384809-9222 v7
ALL THAT PORTION OF LOT ONE (1), BLOCK THIRTY (30) IN THE ORIGINAL
TOWNSITE OF SAN RAFAEL, COUNTY OF MARIN, STATE OF CALIFORNIA,
BOUNDED AND DESCRIBED AS FOLLOWS, TO -WIT:
COMMENCING AT A POINT ON THE SOUTHERLY LINE OF FOURTH STREET,
DISTANT THEREON 301.3 FEET EASTERLY FROM THE CORNER FORMED BY THE
INTERSECTION OF THE SOUTH LINE OF FOURTH STREET WITH THE EASTERLY
LINE OF "A" STREET RUNNING THENCE WESTERLY ALONG THE SOUTHERLY LINE
OF FOURTH STREET 77-'/2 FEET MORE OR LESS TO THE EASTERLY LINE OF LOT
CONVEYED BY JACOB ALBERT, ET UX, TO HOWARD C. SPARROW, ET AL, BY
DEED DATED JANUARY 11, 1928, RECORDED IN BOOK 138 OF OFFICIAL RECORDS,
AT PAGE 217; THENCE SOUTHERLY ALONG SAID EASTERLY LINE OF SAID LOT,
150 FEET AND 5 INCHES; THENCE EASTERLY IN A STRAIGHT LINE 77-'/2 FEET
MORE OR LESS TO A POINT ON WESTERLY LINE EXTENDED OF THE TRACT
CONVEYED BY OLIVER OLSON, ET UX, TO DORA T. BURNETT, BY DEED DATED
NOVEMBER 3, 1922, RECORDED IN BOOK 8 OFFICIAL RECORDS AT PAGE 33,
DISTANT ON SAID LINE 151 FEET SOUTHERLY FROM POINT OF COMMENCEMENT;
THENCE NORTHERLY ALONG SAID LINE 151 FEET TO A POINT OF
COMMENCEMENT.
PARCEL TWO:
BEGINNING AT A POINT ON THE NORTHERLY LINE OF THIRD STREET DISTANT
THEREON 224.6 FEET EASTERLY FROM THE INTERSECTION OF THE EASTERLY
LINE OF "A" STREET WITH Form No. 1068-2 Commitment No.: 2103-5032124 ALTA
Commitment Page Number: 4 First American Title THE NORTHERLY LINE OF THIRD
STREET; THENCE NORTH 9° 5 FEAST 147.02 FEET; THENCE SOUTH 79° 55' EAST
38.86 FEET ALONG THE SOUTHERLY LINE OF PARCEL 1 ABOVE DESCRIBED;
THENCE SOUTH 90 41' WEST 65.86 FEET; THENCE SOUTH 80° 09' EAST 5 FEET;
THENCE SOUTH 90 41' WEST 81 FEET TO THE NORTH LINE OF THIRD STREET;
THENCE WEST AND ALONG THE NORTH LINE OF THIRD STREET 44.3 FEET TO THE
POINT OF BEGINNING; BEING A PORTION OF LOT 2 IN BLOCK 30 AS LAID DOWN
AND DELINEATED UPON THAT CERTAIN MAP ENTITLED, "PLAT OF THE
TOWNSITE OF THE CITY OF SAN RAFAEL", FILED OCTOBER 14, 1873 IN RACK 2,
PULL 4, MARIN COUNTY RECORDS.
PARCEL THREE:
COMMENCING AT A POINT IN THE NORTHERLY LINE OF THIRD STREET DISTANT
161.6 FEET EASTERLY FROM THE CORNER FORMED BY THE INTERSECTION OF
THE NORTHERLY LINE OF THIRD STREET WITH THE EASTERLY LINE OF "A"
STREET; RUNNING THENCE NORTHERLY AND PARALLEL TO THE EASTERLY LINE
OF "A" STREET 136.8 FEET, THENCE EASTERLY AT A RIGHT ANGLE A DISTANCE
OF 22 FEET, THENCE NORTHERLY AT A RIGHT ANGLE RUNNING PARALLEL TO
THE EASTERLY LINE OF "A" STREET A DISTANCE OF 9.5 FEET, THENCE EASTERLY
AT A RIGHT ANGLE RUNNING PARALLEL TO THE NORTHERLY LINE OF THIRD
STREET, A DISTANCE OF 33 FEET, THENCE SOUTHERLY AT A RIGHT ANGLE
RUNNING PARALLEL TO THE EASTERLY LINE OF "A" STREET A DISTANCE OF
146.3 FEET, THENCE WESTERLY AT A RIGHT ANGLE ALONG THE NORTHERLY
EXHIBIT A
OAK #4838-4809-9222 v7
LINE OF THIRD STREET A DISTANCE OF 55 FEET TO THE POINT OF
COMMENCEMENT.
PARCEL FOUR:
COMMENCING AT A POINT ON THE NORTHERLY LINE OF THIRD STREET DISTANT
224.6 FEET EASTERLY FROM THE CORNER FORMED BY THE INTERSECTION OF
THE NORTHERLY LINE OF THIRD STREET WITH THE EASTERLY LINE OF "A"
STREET (SAID POINT ALSO BEING THE SOUTHWESTERLY CORNER OF LOT 2,
BLOCK 30, AS SHOWN ON THAT CERTAIN MAP ENTITLED, "PLAT OF THE
TOWNSITE OF THE TOWN OF SAN RAFAEL", FILED OCTOBER 14, 1873 IN THE
OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF MARIN), AND RUNNING
THENCE WESTERLY ALONG THE NORTHERLY LINE OF THIRD STREET A
DISTANCE OF 8 FEET TO THE SOUTHEASTERLY CORNER OF THE PARCEL
CONVEYED BY WALTER R. CASTRO, ET UX, TO ALA SARA WINTER, BY DEED
RECORDED SEPTEMBER 16, 1944 IN BOOK 469 OF OFFICIAL RECORDS, AT PAGE 52,
ALSO BEING THE SOUTHEASTERLY CORNER OF PARCEL 3 ABOVE, THENCE
NORTHERLY AT A RIGHT ANGLE RUNNING PARALLEL TO THE EASTERLY LINE OF
"A" STREET A DISTANCE OF 146.3 FEET ALONG THE EASTERLY LINE OF SAID
PARCEL, THENCE EASTERLY AT A RIGHT ANGLE RUNNING PARALLEL WITH THE
NORTHERLY LINE OF THIRD STREET, A DISTANCE OF 8 FEET TO THE WESTERLY
LINE OF SAID LOT 2 IN BLOCK 30, ALSO BEING THE SOUTHWESTERLY CORNER OF
PARCEL 1 ABOVE, THENCE SOUTHERLY AT A RIGHT ANGLE RUNNING PARALLEL
TO THE EASTERLY LINE OF "A" STREET A DISTANCE OF 146.3 FEET TO THE POINT
OF COMMENCEMENT.
PARCEL FIVE:
A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS PURPOSES AS
PROVIDED FOR IN THAT DEED EXECUTED BY ALA SARA WESS TO MATTHEW E.
HAZELTINE, ET UX, RECORDED APRIL 9, 1954 IN BOOK 860 OF OFFICIAL RECORDS,
AT PAGE 70, MARIN COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT A POINT ON THE NORTHERLY LINE OF THIRD STREET DISTANT
THEREON 75 FEET WESTERLY FROM THE SOUTHWESTERLY CORNER OF LOT 2, IN
BLOCK 30, AS SHOWN UPON THAT CERTAIN MAP ENTITLED, "PLAT OF THE
TOWNSITE OF THE CITY OF SAN RAFAEL", FILED FOR RECORD OCTOBER 14, 1873
IN RACK 2 OF MAPS AT PULL 4, MARIN COUNTY Form No. 1068-2 Commitment No.:
2103-5032124 ALTA Commitment Page Number: 5 First American Title RECORDS, SAID
POINT ALSO BEING THE SOUTHWESTERLY CORNER OF THAT CERTAIN PARCEL
CONVEYED TO ALA SARA WINTER BY THE DEED RECORDED SEPTEMBER 16, 1944
IN BOOK 469 OF OFFICIAL RECORDS, AT PAGE 52, MARIN COUNTY RECORDS;
THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID WINTER PARCEL
136.8 FEET; THENCE EASTERLY AT A RIGHT ANGLE 12 FEET TO A POINT ON THE
EASTERLY LINE OF THAT CERTAIN PARCEL CONVEYED TO HAZELTINE BY THE
DEED RECORDED APRIL 9, 1954 IN BOOK 860 OF OFFICIAL RECORDS, AT PAGE 70,
MARIN COUNTY RECORDS; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF
SAID HAZELTINE PARCEL 136.8 FEET TO A POINT ON THE NORTHERLY LINE OF
EXHIBIT A
OAK #4838-4809-9222 v7
THIRD STREET, THENCE WESTERLY ALONG SAID NORTHERLY LINE 12 FEET TO
THE POINT OF BEGINNING.
APN: 011-263-04 (Affects: Parcel One) and 011-263-19 (Affects: Parcels Two, Three and Four)
1009 4" Street, San Rafael, CA 94901
Legal Description
The land referred to in this Report is situated in the County of Marin, City of San Rafael, State of
California, and is described as follows:
Beginning at a point in the Northerly line of Third Street at the intersection thereof with the
Easterly line of that certain parcel of land described in Deed from Michael Butler, a widower, to
Martha Jane Prior, recorded November 23, 1923 in Liber 30 of Official Records at Page 407;
running thence Northerly along said Easterly line, 81 feet to the Northeasterly corner thereof;
running thence Westerly along the Northerly line of said parcel of land so described in Deed to
Prior, 3 feet to a point in the Easterly line of that certain parcel of land described in Deed from
M. Butler, a widower, to Martha Jane Prior, recorded January 23, 1922 in Liber 235 of Deeds at
Page 390; running thence Northerly along the Easterly line of said parcel of land described in
Deed to Prior, secondly above referred to, 65.86 feet to a point in the Northerly line of Lot 2 in
Block 30, as shown on the Map hereinafter referred to; running thence Easterly along said
Northerly line of Lot 2 in Block 30, 39.44 feet to the Northeasterly corner thereof; running
thence Southerly along the Easterly line of said Lot 2 in Block 30, 149 feet to a point in the
Northerly line of Third Street; running thence Westerly along said Northerly line of Third Street,
34.3 feet to the point of beginning. Being a portion of Lot 2 in Block 30, as shown upon that
certain Map entitled, "Plot of the Townsite of the Town of San Rafael", filed in the Office of the
County Recorder of the County of Marin, State of California, October 14, 1873 in Book 1 of
Maps, Pull 4.
APN: 011-263-18 and APN: 011-263-19
924-926 3" Street, San Rafael, CA 94901
Legal Description
The land referred to in this Report is situated in the County of Marin, City of San Rafael, State of
California, and is described as follows:
Beginning at a point in the Northerly line of Third Street at the intersection thereof with the
Easterly line of that certain parcel of land described in Deed from Michael Butler, a widower, to
Martha Jane Prior, recorded November 23, 1923 in Liber 30 of Official Records at Page 407;
running thence Northerly along said Easterly line, 81 feet to the Northeasterly corner thereof,
running thence Westerly along the Northerly line of said parcel of land so described in Deed to
Prior, 3 feet to a point in the Easterly line of that certain parcel of land described in Deed from
M. Butler, a widower, to Martha Jane Prior, recorded January 23, 1922 in Liber 235 of Deeds at
Page 390; running thence Northerly along the Easterly line of said parcel of land described in
Deed to Prior, secondly above referred to, 65.86 feet to a point in the Northerly line of Lot 2 in
Block 30, as shown on the Map hereinafter referred to; running thence Easterly along said
Northerly line of Lot 2 in Block 30, 39.44 feet to the Northeasterly corner thereof, running
thence Southerly along the Easterly line of said Lot 2 in Block 30, 149 feet to a point in the
EXHIBIT A
OAK #48384809-9222 v7
Northerly line of Third Street; running thence Westerly along said Northerly line of Third Street,
34.3 feet to the point of beginning.
Being a portion of Lot 2 in Block 30, as shown upon that certain Map entitled, "Plot of the
Townsite of the Town of San Rafael", filed in the Office of the County Recorder of the County
of Marin, State of California, October 14, 1873 in Book 1 of Maps, Pull 4.
APN: 011-263-16
EXHIBIT A
OAK #4838-4809-9222 v7
-P RCI`',L 1-A (Lini-;I*i )
13LGTNI-1TiT(s at a point on the Nootherly line of Ttlird atroat, pian iijj("1( 1,
Ualiforola, ( i otant thereon esteply 5,2.37 tie _t from its intersection
with the westerly line of Lootens Pl- ce in Llocl( 30, can Rargnj Tol•m-
n.ite MEp , mnde by H. Alis tin, and recorded Octobcr 1)1 1873 on Rach 1,
Pull 4, T°i`r in County Records, running thence along said Third Stre,:t
line t,esterly 231.'3 feet, thence at right ankles northerly 150 feet,
more or less, to the southerly line of an alley, th(:nce at right an,,les
easterly and alonf° the smither•ly line of said alley 190.0 feet, thence
at right angles sortthorly 10.0 f:'( -t, vience aisterly ilon; ;;n'.d
alley line 65.0 feet to corner of lot c4inveyed b;• Domild Stttliorland
to Effie C. 13uptchaell, by deed dated March ll, 1851 and i°ecor°cied in
Libre "V" of Leds at page 35h, Marin Count;` Records, thence so,tthcrly
alone; the westerly line of said l3ttrtchaell lot )_}O.0 feet to the smith -
west corner of the said. Hartel cell lot; thence easterly along -the
so>>therly line of the said ':�irtchaell lot 57.63 feet; thence so'7'thevly
parallel to the westerly 'line of Loott�ns Place 103.14 foot to the point
of beginning.
PARCEL 1-A (LeCknn)
THAT portion of Lot No. 6, in Block. No. 30 of Mlle 'V"msite or Sari
tafael, in tho City of. San dafael, County of I'lar' n, State of Califor-
nia, as per plat of the `lounsite filed for record October 1�i, 1373 in
the office of the County Hecorder of the County of Marin, State
of California, described as follows to -wit:
BEGINNING at a point on the Westerly line of Lootens Placo distant 157
feet soiitherly from the point of intersection of said 1-losterly line
of Lootens Place wl.th the so�ltherly .line of i'lolirth Street,before
widening;, said point of boginning being the point of it tersection of
said westerly line of Lootens Place with the Solt they, y line of an
alley 20 feet in Adth; thence Westerly along* said Soi.ithe.rly line of said
alley 110 feet; thenco southerly tit right angles 1{.0 f !t, thence
Easterl y parallel with said alley 112 feet to said westerly line of
Lootens Place, thence Northerly along said last mentioned lino 40 feet
to the point of beginning,.
PARCEL 1-A (Christensen)
1
BEGINNING at a Point in the westerly line of Lootens Place distant 110.0
feet soiithorly along said line from the solithcrly line of a 20.0 foot
lane leading from Lootens ice iostarly into Block 30, as said streets
and block are shown on Mtrtn of San Iiarael Tolmsite, said point of begin-
ning being also the southeast corm.:r of that certain parcel of land
conveyed by Donald Sutherland to Lffie C. Burtchaell in Deed dated
March 11, 1F81 and recorded in Libre "V" of Deeds at na e 3511, flarin
County Records, and rtintlinl; thence south:irly along the westerly line of
Lootens Place 103.114 feet tothe inter.section of said last mentioned
line with the northerly line of Third Street, as sihown on the herein
mentioned map, thence westerly along said line of Third Street, 52.17
feet, thence northerly and parallel to the westerly line of Lootens
Place 101.11i feet, more or less, to the Soii.therl;j line of the property
herein mentioned as being r'escribed in Libre "V" of Deeds at PT o X51;,
ilarin Coax i t? Rt- cords, thence easterly alontj the southerly line of said
parcel so described 52.37 feet to the point of beginninF,. BEING
a portion of that ceris. in prope -ty in Block 30, r1eser` bed in Deed
dateH September 1P, 1926 from C. A. Chanuette and Ernestine M. Chaglietto,
his wife, to Anton Christensen., ,,-corded in the office of the County
Recorder of the County of Mgrin, State of California, on . eptember ?5,
1926 in Volume 105, Official Aecords at nage 129.
PARI 'EL 1-A (Alley)
BEG7d1` ING at the point of intersection of the ,,resterly line of Lootens
Place with the southerly boundary line of the lands described in Deed
from Donald Sutherland to. Marie E. Sweetser recorded in Liber P5
of Deeds at pare 217; running thence westerly along the northerly
line of an Alleyway referred to in said Deed and its continuation
westerly to the westerly line of Lot 6, mock 3n, as shown upon
Plat of the Townsite of San Rafael; running thence so>>thF,rly al on'*
the last named line to a point in the northerly line of the lands
described in Deed to W. A. Powning recorded in Liiier 98 of Deeds at
page 19h, running thence easterly along the northerly line of said
lands conveyed to Powning, a distance of 100 feet; to its northeasterly
corner; running* thence southerly along; the easterly line of said lands
conveyed to Powning 10 feet, more or less, to the northwesterly corner
of the lands described in Deed to Anton Christensen recorded in Liber
105 of Official Records at Da! -e 129; running thence easterljr along the
northerly line of said lands conve e d to Christensen, 65 feet, mor mor
less, to the northwesterly corner of t e lands described in Deed to
Geor,Ere LeCam, et al, recorded in Liber 10 of Official Records at pa -e
69, running; thence easterly along; the northerly line of said lands
conveyed to LeCam, et al, a distance of 110.00 feet to the westerly
line of Lootens Place, running; thence northerly along the westerly line
of Lootens Place, a distance of 20 feet, more or less, to the point
of beginni nry.
`11 S
rrrrli. .:R
f
0
T
H
s'
r
b
4iC
N
i
1 x
-
`11 S
rrrrli. .:R
f
0
T
H
s'
r
y
m
m
4 i --j J a �- Ia I; i -
W
m,
4iC
rte �
W u
� •�
�
D
� h
1 •
� M
z
CL
m.
cr
�
JIR I
o
y
m
m
4 i --j J a �- Ia I; i -
W
m,
---
R
WW
�
Ell
a
ON
of u
Q
�N -fid SN31001
t � al,Yfl _O
1
1 r
1
1: E'fi/
I
M
ON O
0
cn
O
Ix
T
--------------
1
n Q! 1 n
N
I
�® 9
a.
N
. Q
1
valj— sa.mw Im
,LL 1
b I
N
d vc •ez/ .sx► .Ds
V b Masts'°
C0
Q
Z
O
U
W
co
ul
O
z
+ •DO/ O• V .f1 I` .L! ^�'fil • iL n I I� OS I R�Rlll .D1 I` Li i ' ~ �y LM �J � ,L
0
0
% co
vzcg
s a a y
R A' 3
TmNVNiama aNIO➢NB NO NOIMNagnS 710M HUM AldnW.UM AW1 MOWd SMOS93SSV NMONS V1V03N1 :10 AOVtl007V 3NL LOA 03M55V bl A.Lnievi ON A1N053SOdMOdIMNSSRSWMO.4mtlVd3tld SVMdVR61NG
S :
1
I
v
•P
1
12
I�
M
ON O
0
cn
O
Ix
T
--------------
1
n Q! 1 n
N
I
�® 9
a.
N
. Q
1
valj— sa.mw Im
,LL 1
b I
N
d vc •ez/ .sx► .Ds
V b Masts'°
C0
Q
Z
O
U
W
co
ul
O
z
+ •DO/ O• V .f1 I` .L! ^�'fil • iL n I I� OS I R�Rlll .D1 I` Li i ' ~ �y LM �J � ,L
0
0
% co
vzcg
s a a y
R A' 3
TmNVNiama aNIO➢NB NO NOIMNagnS 710M HUM AldnW.UM AW1 MOWd SMOS93SSV NMONS V1V03N1 :10 AOVtl007V 3NL LOA 03M55V bl A.Lnievi ON A1N053SOdMOdIMNSSRSWMO.4mtlVd3tld SVMdVR61NG
EXHIBIT B
SCHEDULE OF PERFORMANCE
EXHIBIT B
OAK #48384809-9222 0
Preliminary Stage
6 months
1.
Concurrent with
Developer deposits Preliminary Stage Deposit with City
execution of
Agreement
2.
Promptly
Developer retains its parking consultant
following
Effective Date
3.
Within 120 days
Developer submits Parking Plan to City for review
of the Effective
Date
4
Prior to expiration
City and Developer discuss differences in Parking Plan analysis and
of Preliminary
endeavor to reach consensus
Stage
5.
Promptly
Developer and City commence negotiation and drafting of Term
following
Sheet
Effective Date
6
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
7.
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
(1 S months)
*DDA Stage applicable only if Developer and City have memorialized successful
completion of all Preliminary Stage tasks.
EXHIBIT B
OAK #48384809-9222 0
8.
Upon execution
Developer deposits DDA Stage Deposit with City
of Preliminary
Stage Feasibility
Confirmation
9.
Within 30 days
Developer and City prepare a CEQA project description
following
commencement
of DDA Stage
10.
Prior to expiration
City's CEQA consultant prepares the CEQA document
of DDA Stage
11.
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
DDA
EXHIBIT B
OAK #4838-4809-9222 v7