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CD BMR Agreement; First Amendment Village at Loch Lomond MarinaNo recording fee per G.C. 27383 Recording Requested b);.- City y:City of San Rafael lfrherr Recorded Return to: City of San Rafael Attn: Lindsay Lara, City Clerk 1400 Fifth Avenue San Rafael, CA 94901 FIRST AMENDMENT TO BELOW MARKET RATE HOUSING AGREEMENT (Ownership Units) Development Name: Village at Loch Lomond Marina Affordable Unit Property Address: Loch Lomond Marina, San Rafael, California DEC 0 2 2,920 FYDEVELOEMJ. CITY OF SAN RAFAEL Developer: Marina Village Associates, LLC, a Delaware limited liability company, as successor -in -interest to San Rafael Marina LLC, a California Limited Liability Company, or any future successor -in -interest THIS FIRST AMENDMENT to Below Market Rate Housing Agreement is made and entered into this dl Y day of &Su4r , 2020, among the CITY OF SAN RAFAEL, a municipal corporation ("City"), the DOUSING AUTHORITY OF THE COUNTY OF MARIN, a public body, corporate and politic, created under the Housing Authority Law of the State of California ("Marin Housing Authority"), and MARINA VILLAGE ASSOCIATES, LLC, a Delaware limited liability company, as successor -in -interest to San Rafael Marina, LLC, a California limited liability company ("SRM"), or any future successor -in -interest ("Developer"), collectively the "Parties," with reference to the following: A. Developer is the developer of a mixed-use development known as the Village at Loch Lomond Marina in the City of San Rafael, County of Marin, State of California (the "Development"). The City granted approval of the Development on August 6, 2007, approving the construction of eighty-one (8 1 ) residential units and numerous other structures and amenities. B. Marin Housing Authority is authorized by law to participate in programs that provide housing for households of very low, low, and moderate income and is by experience qualified to screen and determine the eligibility of applicants for very low, low, and moderate -income housing. C. The City has adopted affordable housing requirements contained in the Zoning Ordinance Section 14.16.030 of the San Rafael Municipal Code (the "Affordable Housing Requirements"). Pursuant to Section 14.16.030, and as a condition of approval of the Development, the City required, and the City, Marin Housing Authority. and SRM entered into, that certain "Below Market Rate Housing Agreement" dated July 1, 2008 and subsequently recorded in the Official Records of the County of Marin on August 14, 2008, as Document No. 2008-003 83 6 (the BMR Agreement"). D. Pursuant to the BMR Agreement, the Developer agreed to provide seventeen (17) of the allowed residential units on the site as below market rate ("BMR") units. E. The Developer has commenced construction of the Development in two phases. As of the date of this First Amendment, Developer has completed construction of forty-four (44) of the residential units, including eleven (11) of the seventeen (17) BMR units required by the BMR Agreement. F. The Parties hereto desire, by this First Amendment, to modify the terms of the BMR Agreement as set forth herein. NOW THEREFORE, it is hereby agreed by and between the Parties hereto as follows. AGREEMENT Section 1. Paragraph 1 of the BMR Agreement is hereby amended to read in its entirety as follows: The Developer agrees that eleven (11) dwelling units within the project approved by the City for the property described in Exhibit "A" to this BMR Agreement will be sold to low- and moderate- income households in accordance with the terms and pursuant to the procedures set forth in this Agreement. Said dwelling units are identified in Exhibit "I" attached to this First Amendment and incorporated herein by reference, subject to the amendments provided in Section 4 of this First Amendment. Said dwelling units are hereafter referred to as "the Affordable Units". Section 2. Paragraph 2 of the BMR Agreement is hereby amended to read in its entirety as follows: 2. The Developer agrees that the Affordable Units, consisting of nine (9) attached townhouses and two (2) detached cottages, shall be dispersed throughout Phase 1 of the Development as shown in Exhibit 2 attached to this First Amendment and incorporated herein by reference. The Affordable Units shall be of the same general design and exterior appearance as the Market Rate Unit, of comparable quality of construction and with the same number of averaged bedrooms as the Market Rate Units. Interior features of the Affordable Units shall be durable and of good quality. The Affordable Units shall include one, two, or three- bedroom units in the numbers and with the square footage indicated in Exhibit B to this Agreement. Section 3. Paragraph 8 of the BMR Agreement is hereby amended to read in its entirety as follows: In the event that Marin Housing Authority or its assignee declines to purchase the Unit, it may be sold by the Developer on the open market without restrictions as to the price, affordability, or future re -sale, and no deed restrictions will be placed on the property. In the event that the declination of the purchase of the Unit is the result of a separate memorandum of understanding ("MOU") between the City, the Marin Housing Authority and the Developer, such agreement shall include a mutually agreed to sale price of the units on the 2 open market without restrictions In such events, the Developer shall pay to the City from the sale price of the Unit seventy-five percent (75%) of the difference between the net price achieved after normal selling and closing costs and the below -market -rate sales prices specific in Exhibit "B". Said sum shall be paid to the City upon close of escrow on the sale of such Unit or, if the sale is pursuant to a contract of sale, upon execution of such contract or, if the sale price is set by a separate MOU within forty-five (45) days of execution of such an agreement, whichever shall first occur (1& "Payment Date"). Notwithstandirno the fbrenaiR9. in recognition o the COVID-19 pandemic's effects on the financial tnarkete anti 2020 (the "Stay At Home Order")_ the Payment Trate Shall be erten ed until f,.M-five (es) d_ays after the Stu At Home Order has-b=11iftcdfor Marin County if such date is tater than _ ent Date. The City shall pay to Marin Housing Authority 4m one percent 0%) of this sum for Marin Housing Authority's use in administering Below Market Rate projects, including, but not limited to, on-going BMR monitoring, legal fees and future BMR re -sales. Any such payments made to the City shall be retained by the City in a special account to be used solely for activities which it deems will facilitate the provision of housing for persons of tow or moderate income. Section 4. The Exhibits to the BMR Agreement are hereby amended and shall be interpreted so as to exclude from the affordability requirement of the BMR Agreement, the following properties: VILLAGE @ LOCH LOMOND MARINA Below Market Rate (BMR) Units to be Released Address APRs Lot No. &Subdivision Unit 25 Loch Lomond Drive 016-070-14 Lot #2, Village LL Marina Sub Phase 1 Flat 25 Loch Lomond Drive 016-341-04 Lot 42, Village LL Marina Sub Phase 1 Flat 36 Ba harbor Way 016-341-68 Lot #4, Villa &e LL Marina Sub, Phase 2 Cottage 54 Ba harbor Way 016-341-68 Lot #68, Village @ LL Marina Sub, Phase 2 Townhome 58 Ba arbor Way 016-341-06 Lot #6, Village LL Marina Sub, Phase 2 Cottage 64 Ba harbor Way 016-341-75 Lot #75, Village P. LL Marina Sub, Phase 2 Townhome Section 5. Except as specifically amended in this First Amendment, all terms of the BMR Agreement shall remain in full force and effect. IN WITNESS WIEII>ER}EOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written. DEV"ELOPER: Marisa Vill A Delaware LLC y company Michafel Rosenfeld, Manger CITY: Chty of San Rafael By: J S utz, Ci ager Name Title MARIN HOUSING AUTHORITY: ATTEST: By: p . LeW1S Jordan; cutive Director Lindsay Lara, City Clerk APPROVED AS TO FORM: Robert F. Epstein, City Attor#y CALIFORNIA-• •. •D .A �1S _'di.'.1i.AS�.'� .A . 9� A .A .. oi�7 :� .7 G�I.A A of . A� :a .1 A A .A Ati•1 :1 i] .].�.A 4�1.G.�ti6� .A :��.Vai..A . �.."R �. \S 'CS '�"�bh\s' C: �s,'X� �5��. 'Vr\s�b 'Csn�,'2�: `Ct-�\. \'•: V' '•. �: � �. C: � V '� Cs'-rC� C�. �. v Ca A notary public or other officer completing this certificate verifies only the identity of the individual who signed the documentto which this certificate is attached, and not the truthfulness, accuracy, orvalidity of that document. State of California ) County of Mart %A "") On 2a ZO before me, c,��o T Date Here Insert Name and Title of the Officer personally appeared _Le,14.;! _5 Name�4 of Signert4 who proved to me on the basis of satisfactory evidence to be the person(4 whose name(') is/afe subscribed to the within instrument and acknowledged to me that he/sha44ey executed the same in his/her/their authorized capacity(.i®s}, and that by his/beri#he+r signatureW on the instrument the person(sj, or the entity upon behalf of which the person(4 acted, executed the instrument. CAROL J. KAZARIAN _ s Notary Public - California Marin County = Commission # 2243153 My Comm. Expires Jun 15, 2022 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. S - Signature le Si ature o r ry Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document r-ec1_el� Title or Type of Document:f'f—&ela.tncerX--f& 01AI2 `4ocument Date: 71920 Number of Pages: SignerO Other Than Named Above: Capacity(,ies) Claimed y Signer(* Signer's Name: A,�� Signer's Name: Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: _ ©2014 National Notary Association- www. NationalNotary.org•1-800-USNOTARY (1-800-876-6827) Item#5907 SEE ATTACHED LIMITED LIABILITY COMPANY AGREEMENT AND CERTIFICATE OF FORMATION FOR BLYTHEWOOD PARTNERS, LLC A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California ) County of Los Angeles ) On August 24, 2020 before me, Sharon Cohen Notary Public (here insert name and title of the officer), personally appeared Michael Rosenfeld who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) (notary)(10-03 )(Rev. 10-14) JIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIt111111111111L 5 °... SHARON COHEN Notary Public - California Los Angeles County Commission p 2304353 = My Comm. Expires Sep 8, 2023 �unnnnnunnwuuunuuuuunnuuuuununuuunuuuuuunuuuc ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Marin On �� f�T� before me, Brenna Kathleen Nurmi, Notary Public (insert name and title of the officer) personally appeared / (/ who proved to me on the basis of satisfactory evidence to be the person whose name bscribed to the within instrument and acknowle d to me tha� i /ti 4y executed he same in his r/th� authorized capacity(i, and that by is �thpir signature on the instrument the person or the entity upon behalf of which the personofacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. �.� BRENNA KATHLEEN NURM I Notary Public . California a �� = Marin County F. Signature �• ,(��A (Seal) Commission # 2297544 My Comm, Expires Jul 18, 2023 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Community Development Project Manager: Ethan Guy Extension: x2392 Contractor Name: Woodridge Capital Partners, LLC Contractor's Contact: Thomas DiPrima Contact's Email: Thomas@woodridgecapital.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE N/A Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor ❑X 7/30/2020 EBG b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 10/24/2018 EBG 2 City Attorney a. Review, revise, and comment on draft agreement ❑ and return to Project Manager ❑ N/A b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor N/A ❑ 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ❑X N/A agendized for Council approval *PSA > $75,000; or Purchase > $75,000; or Or ❑X EBG Public Works Contract > $175,000 Date of Council approval 4/20/2020 PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 8/26/20 Attorney with printed copy of this routing form EBG 6 City Attorney Review and approve hard copy of signed %Z�� agreement ��// / ►1.� 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 7 /2pZr' 9 JI 6JA, 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and ! ��� forwards copies to Project Manager