HomeMy WebLinkAboutED Corporate Center Consent AgrAgenda Item No: 3, f
Meeting Date: December 16, 2013
Prepared by: Stephanie Lovette, Manager City Manager Approval-a"K19
SUBJECT: Resolution of the San Rafael City Council Approving the Execution and
Implementation of a "Consent and Agreement" Relating to the Development Agreement
with SR Corporate Center Phase One, LLC and SR Corporate Center Phase Two, LLC, for
the San Rafael Corporate Center Development
ZIIX0111 NO I
BACKGROUND: In 1998, the City Council and Redevelopment Agency Board approved the
development of the 406,000 -square -foot San Rafael Corporate Center on Lindaro and Second
Streets in Downtown. This project was originally envisioned as the corporate headquarters for
the Fair Isaac Corporation. The development of a large employment center within walking
distance of Fourth Street was a keystone of the City's Downtown Vision.
The City Council approved a Development Agreement and related land use and planning
approvals. The Redevelopment Agency Board approved an Owner Participation, Disposition
and Development Agreement ("OPDDA") which provided for the sale of the City's Corporation
Yard site to the developer at a sales price of $2,000,000, and imposed development obligations
for the entire property in connection with the sale.
In 2000, prior to the commencement of construction, Fair Isaac sold the site to Wilson/Equity
Office and the City Council approved assigning the Development Agreement to the new owner.
In 2007, the City Council and Redevelopment Agency again approved assignments of the
OPDDA and Development Agreement, when the property was sold to the present owner SR
Corporate Center Phase One, LLC and SR Corporate Center Phase Two, LLC (collectively "SR
Corporate"). SR Corporate is an affiliate of Seagate Properties, Inc. of San Rafael.
The first phase of the San Rafael Corporate Center has been constructed and occupied. The
second phase is approved for two parking garages and three office buildings. The office
buildings at 770 and 790 Lindaro Street and the western parking garage at 775 Lindaro Street
have been constructed and occupied. The two structures that remain to be built are an office
building at 791 Lincoln Avenue and the eastern parking garage at 788 Lincoln Avenue.
Council Meeting:
Disposition: 1� C==<52L
41PTIONS:
• Adopt the Resolution approving the Consent and Agreement
• Modify the Resolution approving the Consent and Agreemen)
Request further information
Reject the staff recommendation
ATTACHMENTS:
Resolution
A- December 6, 2013 letter request from Seagate Properties, Inc.
B: Draft "Consent and Agreement"
RESOLUTION OF THE SANRAFAEL CITY COUNCIL APPROVING
THE EXECUTION AND IMPLEMENTATION OF A "CONSENT
AND AGREEMENT" RELATING TO THE DEVELOPMENT
AGREEMENT r CORPORATE CENTERP
AND r CORPORATECENTER PHASE
FORTHESANRAFAELCORPORATECENTERDEVELOPMENT
WHEREAS, February
! i the i Rafael
i i. approved I Development
Areement with
Fair, Isaac iCompany, ("Fair, Isaac") development I I i
w�
office I property! i I Second and LindaroStreets, and hereafter . i
to as the San Rafael i I Center; and
WHEREAS,
i ! connection ` approval
Development Agreement, Rafael i Redevelopment Agency"Redevelopment
Agency") entered
into an Owner Participation, Disposition and Development Agreement ("the
OPDDA") providing i ` sale to and development by sIsaacof certain Redevelopment
Agency I property M part of ` ! Rafael M `Center; and
WHEREAS, connection ` approval OPDDA, the City Council and the
Redevelopment Agency previously .i`the ei bysectionJ
findings
reference;Community Redevelopment Law regarding the disposition of the property by the Agency
pursuant to the OPDDA (the "OPDDA Findings"), which findings are incorporated herein by
and
WHEREAS, 2007, ,. consent • City o Rafael, as reflected
•i
Agency,Council Resolution No. 12297, and the Redevelopment
ency Board Resolution No. 2007-20, the San Rafael Corporate Center project including title
aw
to the properties subject to the Development Agreement and the OPDDA, and all the rights,
entitlements, and obligations !ir, Isaac under`Development ` i the OPDDA
and all amendments to those agreements,! ` assigned ! i transferred
propertycurrent ' Corporate Center Phase One, LLC and ' Corporate Center Phase
Two, LLC (hereafter collectively referred to as "SR Corporate"); and
WHEREAS, Phase I of the San Rafael Corporate Center is complete, Phase 11 is partially
and SR Corporate Center is presently in full complianceof
WHEREAS,Development Agreement and the OPDDA and all amendments to those agreements; and
! sell the San RafaelCorporate
and to assign all its rights, entitlements, and obligations under the Development Agreement and
the OPDDA to BioMarinPharmaceutical ("BioMarin"),-and
WHEREAS, City staff has presented to the City Council, in connection with this
Resolution, a proposect iorm of "Consent and Agreement"' to approve and implement the
proposed sale of the i and obligationsi
Development Agreement, by SR Corporate to BioMarin, which Consent and Agreement is on
file with the City Clerk;
NOW, THEREFORE, BE .t the City Council herebyapproves
Consent • i Agreement • i authorizes . Manager
•• . ! execute
►.. . Consent • i Agreement
on behalf of of San Rafaeli . •in the formon
such changes as are approved by the City Manager and City Attorney, such approval to be
conclusively evidenced by the execution of the Consent and Agreement.
1. ESTHER C. BEIRNE,, City Clerk ofthe CityofSan Rafael,hereby certify that
Councilforegoing was duly and regularly introduced and adopted at a regular meeting of the City
of • Rafael held on i day of • by g
AYES: COUNCILMEMBERS: Bushey Lang, Colin, McCullough & Vice -Mayor Connoll]
ESTHER C. BEIRNE, City Clerk
I
qae
E. Pursuant to the OPDDAI, consent of the Agency is required for conveyance of the
Property to CCCA and/or its affiliates and assignment to CCCA and/or its affiliates of the rights
and obligations under the OPDDA. Pursuant to the DAI, consent of the City is required for
conveyance of the Property to CCCA and/or its affiliates and assignment to CCCA and/or its
affiliates of the rights and obligations under the DA. SR Corporate and CCCA and its affiliates
desire to obtain those consents of the Agency and City.
F. The Agency, City, SR Corporate and CCCA and its affiliates desire to set forth
the terms and conditions related to the Agency's and City's consent to conveyance of the
LEGAL -US -W # 76958158.2
Property to LCCA and/or its affiliates and assignment to COCA and/or its affiliates of the rights
and obligations under the OPDDA and DA.
THEREFORE,, the parties to this Consent and Agreement agree as follows:
Section 1. Consent to Assignment of OPDDA.
Subject to the prior satisfaction of the conditions in Section 3 below, the Agency hereby
consents to and approves the conveyance of the Property to COCA and/or its affiliates and SR
Corporate's assignment to LCCA and/or its affiliates of all its rights and obligations under- the
OPDDA, excluding any indemnity obligation under the OPDDA that arose from an event
occurring prior to conveyance of the Property to LCCA and/or its affiliates, which assignment
shall be substantially on the terms set forth in Exhibit C attached hereto and made a part hereof.
Section 2. Consent to Assignment of DA.
Subject to the prior satisfaction of the conditions in Section 3 below, the City hereby
consents to and approves the conveyance of the Property to COCA and/or its affiliates and SR
Corporate's assignment to COCA and/or its affiliates of all its rights and obligations under the
DA, excluding any indemnity obligation under the DA that arose from an event occurring prior to
conveyance of the Property to LCCA and/or its affiliates, which assignment shall be substantially
on the terms set forth in Exhibit C.
Section 3. Conditions to Assignment of OPDDA and DA.
The following are conditions precedent to the Agency's and City's consent and approval
of the conveyance of the Property to CCCA and/or its affiliates and of SR Corporate's assignment
to CCCA and/or its affiliates of its rights and obligations under the OPDDA and DA, which
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conditions may be waived (or the dates extended) in the sole discretion of the Executive Director
of the +t. and the City Manager of the City:
(i) By December 31, 2014 the Property shall have been conveyed to LCCA
and/or its affiliates.
By December 31, 2014 SR Corporate shall have assigned all its rights
and obligations under the DA to CCCA and/or its affiliates, which assignment shall be on the
terms set forth in Exhibit C.
(Iii) By December 31, 2014 SR Corporate shall have assigned all its rights
and obligations under the OPDDA to CCCA and/or its affiliates, which assignment shall be on
the terms set forth in Exhibit C.
Section 4. Assumption by CCCA and/or its affifflates; Release of SR Corporate.
Upon the Agency's and City's consent and approval pursuant to Sections I and 2 taking
effect, CCCA and/or its affiliates assumes all the rights and obligations of the Developer (as
defined in the OPDDA and the DA) under the OPDDA and the DA, excluding any indemnity
obligation under the OPDDA or DA that arose from an event occurring prior to conveyance of the
Property to CCCA and/or its affiliates, which assumption shall be on the terms set forth in Exhibit
Upon the Agency's and City's consent and approval pursuant to Sections I and 2 taking
effect, rom all obligations and liabilities under the OPDDA and
" SR Corporate shall be released f
LEGAL -US -W # */76958158.2 2
DA, provided, however, such release shall not extend to any indemnity obligation under the
OPDDA or DA that arose from an event occurring prior to conveyance of the Property to SR
Corporate.
Section 5. Termination.
If the conditions set forth in Section 3 above to the Agency's and City's consent and
approval have not been satisfied or waived by the dates specified therein (or such later date to
which the Executive Director of the Agency and the City Manager of the City in their sole
discretion specify), then this Consent and Agreement shall terminate and the parties shall have no
further rights, obligations or liabilities under this Consent and Agreement.
Section 6. Compliance with OPDDA and DA.
Except as set forth below in this Section 6, the City hereby acknowledges, represents and
warrants to COCA and its affiliates that, as of the date of this Consent, neither SR Corporate (or
any of its predecessors in interest) nor the City is in default under the OPDDA or the DA and that
SR Corporate (and its predecessors in interest) 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 SR
Corporate (or any of its predecessors in interest) to the City or the Agency under the OPDDA and
the DA as of the date of this Consent and Agreement. Without limitation of the foregoing, the
City confirms that it has been paid: (i) all amounts required to be paid by SR Corporate or any of
its predecessors in interest under Section 3.03 of the OPDDA, (ii) all amounts required to be paid
by SR Corporate or any of its predecessors in interest under Article 5 of the DA, (iii) all payments
included within the definition of "Exactions" in Section 1.7 of the DA, (iv) all amounts required
to be paid by SR Corporate or any of its predecessors in interest identified in the 2000
Amendment, and (iv) all payments required to be made, if any,, pursuant to the DA, the OPDDA,
the 2000 Consent, the 2005 Consent, and the 2007 Consent. The City hereby confirms that the
Vested Approvals, as defined in Section 1.20 of the DA and the Amendments to PD 1754 Zoning
District, Master Use Permit and Development Agreement (City File Nos. ZC1 1-002, UPI 1-033,
DA 11-001 and IS 11-002) approved by the City Council on December 5, 2011 are valid and shall
not expire or terminate prior to March 28, 2016, the date by which construction of the fifth
permitted building and the parking structure must commence by pursuant to the OPDDA and San
Rafael Successor Agency Resolution No. 2013-05.
Section 7. Miscellaneous Terms.
Capitalized terms set forth in this Consent and Agreement shall have the same meaning
as set forth in the OPDDA and DA unless specified otherwise herein.
This Consent and Agreement may be executed and acknowledged in counterparts.
LEGAL -US-W 4 769581-58.. 3
IN WITNESS WHEREOF, the parties have executed this Consent and Agreement as of
the date set forth in the opening paragraph above.
By:
Agency Counsel
SAN RAFAEL SUCCESSOR AGENCY, a
public body corporate and politic
Nancy Mackle,)rxecutive Director
ATTEST:
By:
Agency Secretary
CITY OF SAN RAFAEL, a charter city
By: By:
City Attorney Nancy Mackle,Manager
By:
City Clerk
[Signatures continued on next page.]
LEGAL -US -W 4 76958158.2 4
CALIFORNIA CORPORATE CENTER
ACQUISITION LLC,
I Delaware limited liability company
Name: ERIC DAVIS
Title: Manager
�*l *X411) 141,1 a]
PHASE ONE LLC:
SR Corporate Center Phase One, LLC, a
Delaware limited liability company I
PHASE TWO LLC:
R Corporate Center Phase Two LLC, a
Delaware limited liability company
By: By:
Name: WILLIS K. POLITE, JR.
Title: Manager
LEGAL -US -W # 76958158.2 5
Name: WILLIS K. POLITE, JR.
Title: Manager
� 1 �
PARCELS I THROUGHAS SHOWN UPONa CERTAIN a
ENTITLED,, "FINAL MAP. a SUBDIVISION OF l DS OF SANa
CORPORATE CENTER, LLC (SN #2000-049730), CITY OF SAN RAFAEL, COUNTY OF
MARIN, CALIFORNIA'",i FOR RECORD i ' :' 27, 2002,VOLUME
2002 OF MAPS, AT PAGE 185, MARIN COUNTY RECORDS.
EXCEPTING
a RESERVING
. .. RESERVATION
. a ALL MINERALS 1
AND MINERAL RIGHTS,INTERESTS AND ROYALTIES,INCLUDING,
LIMITING THE GENERALITY ' # 1 AND OTHERHYDROCARBON
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TRANSPORTATION
.. l a a DELAWARE Ea a RAFAEL
REDEVELOPMENT a a i'►iCORPORATE a i POLITIC OF THE STATE
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CITY OF SAN RAFAEL AND SAN R1CORPORATE RECORDED
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•FEET; THENCE CONTINUING ALONG SAID SOU ' '
NORTH 870 55* 06"' EAST,, •7 FEET; THENCE CONTINUING ALONG SAID
SOUTHERLY LINE, NORTH 620 01!* 36"' EAST, 34.81 FEET,; THENCE CONTINUING
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SOUTHERLYCONTINUING ALONG SAID NORTH
LEGAL -US -W # 76958158.2
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ENTITLEDI "FINAL MAP BEING A SUBDIVISION OF THE LANDS OF SAN RAFAEL
CORPORATE #2000-049730), 1 ! . 1 COUNTYOF
MARMARIN, CALIFORNIA"),r FOR RECORD r i ! ! 27, 2002, IN VOLUME
2002 OF `' AT PAGE 185, MARINiRECORDS.
EXCEPTING AND RESERVING THEREFROM THE RESERVATION OF ALL MINERALS
AND MINERAL RIGHTS, INTERESTS AND ROYALTIES, rWITHOUT
LIMITING THE GENERALITY THEREOF., OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES, AS WELL
1 METALLIC OR
OTHER SOLID MINERALS, AND
UNDER
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!! HOWEVER, GRANTOR
yi ! ! SUCCESSORS
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SHALL NOT HAVE THE
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AS i ` r IN THE DEED FROM SOUTHERNPACIFIC
TRANSPORTATION i !1 i DELAWARE Ci! !i'' i TO SAN RAFAEL
REDEVELOPMENT 1 / BODY CORPORATEAND POLITIC OF ' OF
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MARIN COUNTYRECORDS.
AN EASEMENT ! PURPOSES
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LEGAL UW 4 76958158.E
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This Assignment of Rights and Obligations Pertag to Owner Participation,
Disposition and Development Agreement and to Development Agreement (this "Assignment"), is
made as of � 2014 by and between [ , a and
("Buyeras assignee, and SR Corporate Center Phase One, LLC, a Delaware
%-I -
limited liability company ("Phase One LLCand SR Corporate Center Phase Two, LLC, a
Delaware limited liability company ("Phase Two LLU and together with Phase One, LLC,
"Seller"), as assignors.
WITNESSETH:
A. On May 18, 1998, the San Rafael Redevelopment Agency (the "Agency"), a
public body corporate and politic, and Sellers' predecessor entered into an Owner Participation
Disposition and Development Agreement, which agreement was amended by: (i) a First
Amendment to Owner Participation, Disposition and Development Agreement, dated
September 7,1999, (ii) a Consent and Agreement, dated as of August 7, 2000 (the "2000
Consent") (iii) a Consent and Agreement, dated as of May 16, 2005 (the "2005 Consent") and a
Consent and Agreement, dated as of July 2, 2007 (the "2007 Consent"'). The Owner
Participation, Disposition and Development Agreement and amendments thereto are collectively
referred to herein as the "OPDDA." The OPDDA provides, among other things, for the
development of certain real property (the "Real Property") located in the City of San Rafael,
Marin County, California, described in Exhibit A attached hereto and made a part hereof
B. The C *ty
oan aea ty, and Sellers' predecessors
i., f SRafl (the '"City"),♦charter ci
entered into a Development Agreement., dated February 17, 1998, pursuant to the authority,
granted in California Government Code Sections 65864 et seq., which agreement was amended
by an Amendment to Development Agreement., dated Septembei-22, 2000 (the "2000
LEGAL -US -W # 76958158.2 9
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LEGAL S W # 76958158.E 10
Section 2. Assignment and Assumption under the OPDDA as to Parcels
I I
(i) Phase Two LLC hereby assign, transfer and deliver to all
right, title and interest of Phase Two LLC in and to, and all obligations under, the OPDDA
(excluding any indemnity obligation under the OPDDA that arose or hereafter arises from an
event occurring prior to conveyance of Parcels to ), to the extent
that such right,, title, interest or obligations pertain to Parcels or any one or more
of them.
(ii) hereby accepts the assignment referred to in Paragraph
Section 2(i), and assumes and agrees to perform all the obligations of the Developer (as defined
in the OPDDA) under the OPDDA (excluding any indemnity obligation under the OPDDA that
arose or hereafter arises from an event occurring prior to conveyance of Parcels to
), but only to the extent that such obligations pertain to Parcels orany one
or more of them. Where any such obligation pertains to more than one Parcel, such obligation
shall be equitably apportioned among the Parcels to which it pertains for the purposes of the
assumption set forth in this Paragraph Section 2(ii) in a manner consistent with the provisions of
the OPDDA.
[DRAFTING NOTE: FURTHER DUPLICATE OUT AS NECESSARY TO ACCOUNT
FOR ASSIGNMENT OF PARCELS TO CORRECT ENTITY]
Section 3. Assignment and Assumption under the DA as to Parcels
(i) Phase One LLC hereby assigns, transfers and delivers to
all right, title and interest of SR Associates in and to, and all obligations under, the DA (excluding
any indemnity obligation under the DA that arose or hereafter arises from an event occurring
prior to conveyance to of Parcels ), to the extent that such right, title,
interest or obligations pertain to Parcels or any one or more of them. The foregoing
assignment includes, but is not limited to, all right, title and interest of Phase One LLC in and to
all permits and approvals for the development or operation of Parcels or any one or
more of them which are referred to in the DA or which have otherwise been issued or granted
with respect to Parcels or any one or more of them by any governmental entity,
quasi -governmental entity, public utility or private utility.
(ii) hereby accepts the assignment referred to in Paragraph
Section 3(i), and assumes and agrees to perform all the obligations of the Developer (as defined
in the DA) under the DA (excluding any indemnity obligation under the DA that arose or
hereafter arises from an event occurring prior to conveyance of Parcels to
, but only to the extent that such obligations pertain to Parcels or any
one or more of them. Where any such obligation pertains to more than one Parcel, such
obligation shall be equitably apportioned among the Parcels to which it pertains for the purposes
of the assumption set forth in this Paragraph Section 3(ii) in a manner consistent with the
provisions of the DA.
[DRAFTING NOTE.- FURTHER DUPLICATE OUT AS NECESSARY TO ACCOUN
FOR ASSIGNMENT OF PARCELS TO CORRECT ENTITY] I
Section 4. Assianment and Assumption under the DA as to Parcels
LEGAL -US -W 4 '76958158,2 11
(i) Phase Two LLC hereby assign, transfer and deliver to all
right, title and interest of Phase Two LLC in and to, and all obligations under, the DA (excluding
any indemnity obligation under the DA that arose or hereafter arises from an event occurring
prior to conveyance of Parcels to I to the extent that such right, title,
interest or obligations pertain to Parcels or any one or more of them. The foregoing
assignment includes, but is not limited to, all right, title and interest of Phase Two LLC in and to
all permits and approvals for the development or operation of Parcels or any one or
more of them which are referred to in the DA or which have otherwise been issued or granted
with respect to Parcels or any one or more of them by any governmental entity,
quasi -governmental entity, public utility or private utility.
(ii) Phase Two LLC hereby accepts the assignment referred to in Paragraph
Section 4(i), and assumes and agrees to perform all the obligations of the Developer (as defined
in the DA) under the DA (excluding any indemnity obligation under the DA that arose or
hereafter arises from an event occurring prior to conveyance of Parcels to
)., but only to the extent that such obligations pertain to Parcels or any one
or more of them. Where any such obligation pertains to more than one Parcel, such obligation
shall be equitably apportioned among the Parcels to which it pertains for the purposes of the
assumption set forth in this Paragraph Section 4(ii) in a manner consistent with the provisions of
the DA.
[DRAFTING NOTE: FURTHER DUPLICATE OUT AS NECESSARY TO ACCOUNT
FOR ASSIGNMENT OF PARCELS TO CORRECT ENTITY]
Section 5. Assignments of Plans and Intangibles. Sellers hereby assign, transfer
and deliver to Buyer all right, title and interest of Sellers in and to all plans, specifications and
designs for the development of the Real Property, but only to the extent that Sellers hold, as of the
date of this Assignment, such right, title or interest.
Section 6. Further Assurances. Sellers and Buyer each agree to execute such other
documents and perform such other acts as may be reasonably necessary or proper and usual to
effect this Assignment.
Section 7. Attorneys' Fees. If there is any legal action or proceeding between any
one or more of the Sellers and Buyer arising from or based on this Assignment, the unsuccessful
party to such action or proceeding shall pay to the prevailing party all costs and expenses,
including, without limitation, reasonable attorneys' fees and disbursements, incurred by such
prevailing party in such action or proceeding and in any appeal in connection therewith. If such
prevailing party recovers a judgment in any such action, proceeding or appeal, such costs,
expenses and attorneys' fees and disbursements shall be included in and as part of such judgment.
Section 8. Govemin -#-,1 0
,g Law. I his Assignment shall be governed by and construed in
accordance with the laws of the State of California.
V t
Section 9. Successors and Assigns.his Assignment shall be binding upon an
shall inure to the benefit of Sellers and Buyer and their respective successors and assigns. I
LEGAL -LAS -W # 76958158.2 12
IN WITNESS WHEREOF, Sellers and Buyer have executed this Assignment as of the
date first hereinabove written.
11111111rd
CALIFORNIA CORPORATE CENTER,
ACQUISITION LLCI
a Delaware limited liability company
M
Name:
Title:
[DRAFTING NOTE: INSERT ADDITIONAL
SIGNATURE BLOCKS AS NECESSARY
FOR ALL BUYER ENTITIES]
[Signatures continued on next page.]
LEGAL -US-W 4 76958158.2 13
Own
SR Corporate Center Phase One, LLC,
z Delaware limited liability company
By: Seagate SR Corporate Center, LLC,
a Delaware limited liability company
By: Seagate Second Street, LLC,
a California limited liabty company
By: Seagate Lindaro, LLC,
a California limited liability company
By; The Polite Family Living Trust
(1997) U/T/A dated 2/28/97
By:
Willis K. Polite, Jr., Trustee
SR Corporate Center Phase Two, LLC,
a Delaware limited liability company
By: Seagate SR Corporate Center, LLC,
a Delaware limited liability company
By: Seae Second Stree
gatt, LLC,
a California limited liability company
By: Seagate Lindaro, LLC,
a California limited liability company
By: The Polite Family Living Trust
(1,997) dated 2/28/97
By:
Willis K. Politel, Jr., Trustee
LEGAL -U S -W # 7695 815 8.2 14
STATE OF
)ss
COUNTY OF
On 1 20_, before me, , a Notary
Public in and for the State of personally appeared
, personally known to me (or provided to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he or she executed the within instrument in his or her
authorized capacity and that, by his or her signature on the within instrument, the person or entity
upon behalf of which he or she acted executed the within instrument.
Signature
(SEAL)
)ss
On !) 20_, before me, . a Notary
Public in and for the State of personally appeared
, personally known to me (or provided to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he or she executed the within instrument in his or her
authorized capacity and that, by his or her signature on the within instrument,, the person or entity
upon behalf of which he or she acted executed the within instrument.
111111111iliq
Signature
(SEAL)
[TS
LEGAL-. _W # 76958158.2 15
STATE OF
)ss
COUNTY OF
On , 20_, before me, . a Notary
Public in and for the State of personally appeared
,, personally known to me (or provided to me on the
basis of satisfactory evidence) to be the person whose -name is subscribed to the within
instrument, and acknowledged to me that he or she executed the within instrument in his or her
authorized capacity and that' by his or her signature on the within instrument, the person or entity
upon behalf of which he or she acted executed the within instrument.
Signature
(SEAL)
LEGAL -US -W # 76958158.2 16
I AN of I 1 10 11 ways rel 0 fit NOR low. "14
PARCELS THROUGH AS SHOWN
UPON THAT
CERTAIN
1 i i
ENTITLED, "FINAL MAP BEING ' SUBDIVISION OF ` OF 1 RAFAEL
CORPORATE i '#2000-049730), OF iN RAFAEL, COUNTYOF
' ' CALIFORNIA"), RECORD SEPTEMBER T !
EXCEPTING2002 OF MAPS, AT PAGE 185, MARIN COUNTY RECORDS.
1RESERVING THEREFROM RESERVATION
R ♦i ALL MINERALS
AND
MINERAL
! INTERESTS AND ROYALTIES, i
LIMITING THE GENERALITY ' • OIL., GAS AND OTHER HYDROCARBON
SUBSTANCESI
AS WELL
1 METALLIC OR
OTHER
SOLID MINERALS,
UNDER
THE r R i r ! i R GRANTOR
iii i M ITS SUCCESSORS A ,�SSIGNS,
SHALL5 HWEVE
HAVE THE RIGHT ! ANY
PURPOSE
i ii WHATSOEVER TO ENTER !
R THROUGH
SURFACE
A i PROPERTY
! ii R CONNECTION
THEREWITH, AS i 1 i IN THE i FROM SOUTHERN ' i
TRANSPORTATION COi t i DELAWARE
1 R O' 'i' • i i SAN RAFAEL
REDEVELOPMENT AGENCY, A BODY CORPORATE AND POLITIC OF THE STATE OF
CALIFORNIA,, '' i OCTOBER • • . RECORDER' SERIAL NO. 97-0620191,
MARIN COUNTY RECORDS.
AN EASEMENT
! PURPOSES OF CONST
!ri ' INSTALLING, REPAIRING, rl R
REPLACING AN
r . i MAINTAINING
. . PEDESTRIAN ! l. IRRIGATION !1i
IMPROVEMENTS,,
FENCING AND LANDSCAPING FORTH IN
1 CERTAIN
AGREEMENT FOR CITY OF . RAFAEL
GRANT
ACCESS AND MAINTENANCE
EASEMENT TO . RAFAEL
CORPORATE ' E AND
BETWEEN
CITY OF SAN RAFAEL AND
! RAFAEL
CORPORATE
! R ! RECORDED
MARCH2002 AS RECORDER'SSERIAL i. 2002-0018155, MARCOUNTY
RECORDS, DESCRIBED
COMMENCING POINT i 'LY LINE OF THE 20 FOOT WIDE
r SLURRY
EASEMENT DESCRIBED IN THE DOCUMENT RECORDED.
SERIALIN NUMBER 98 MARfN COUNTY RECORDS,
it POINT ALSO BEING
POINT ON ! i,, ' ' •t FROM
SAID POINT OF iMMENCEMENT,, ALONG THE SOUTHERLYSAID
EASEMENT (SN • •
O '!
THENCE CONTINUING ALONG SAID SOUTHERLY ,, •
111.3 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY i760 52
105 26
1 .2• i i 'LY LINE "" EAST,
NORTH• 'CONTINUING
SOUTHERLY ' •CONTINUING
ALONG SAID SOUTHERLY LINE, NORTH 625.64 FEET,- THENCE
CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 330 08* 08" EAST, •
LEGAL US W # 76958158.2 17
THENCE CONTINUING ALONG `SOUTHERLY; EAST,
• TO THE TRUE! POINT
CONTINUINGOF BEGINNING, "
33.23 FEET- THENCE CONTINUING ALONG SAID ! 0
EAST, 9
58""
f
SOUTH.68 FEET; THENCE SOUTH 730 54' 20" EAST, 35.52 FEET; THENCE
670 1:' 28"" WEST,, 17.16 FEET; THENCE SOUTHWESTERLY ALONG 1
CURVETANGENT CONCAVE SOUTHEAST, CENTER BEARS
"FINAL220 51 " 32"' EAST,, WITH A RADIUS OF 70.00 FEET; THROUGH A CENTRAL ANGLE OF
310 141 49"1 FOR AN ARC LENGTH OF 38.18 FEET TO THE TRUE POINT OF
VlAs wt N: In Ins I
PARCELS I THROUGH 3, INCLUSIVE, AS SHOWN UPON THAT CERTAIN MAP
A! BEING ` LANDS 1 RAFAEL
CORPORATE CENTER, LLC (SN #2000-049730),, ` RAFAEL, COUNTY
1 ! t ! 1 • RECORD SEPTEMBER
E ! !
2002 OF `' AT PAGE 1, 85, MARIN'
EXCEPTING AND RESERVING THEREFROM THE RESERVATION OF ALL MINERALS
1ND MINERAL RIGHTS, INTERESTS AND ROYALTIES,
LIMITING THE GENERALITY 1 AND OTHER HYDROCARBON
!
UNDERSUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS!, IN AND
PROPERTY,
! i . i. GRANTOR . . ITS SUCCESSORS, ASSIGNSI
SHALL 1VE THE RIGHT • ANY
PURPOSE
! i ♦ ! TO ENTER !
OR THROUGH SURFACE PROPERTY
! . !
THEREWITH. AS CONTAINED FROM SOUTHERN PACIFIC
TRANSPORTATION
,! !` i 1 1 DELAWARE i i ! ` i RAFAEL
REDEVELOPMENT AGENCY,, A BODY CORPORATE AND POLITIC OF THE STATE OF
CALIFORNIA,, RECORDED OCTOB3011997 AS RECORDERSSERIAL
UARINCOUNTY RECORDS.
i 1 !910 tell] M
1 EASEMENT ! PURPOSES ! INSTALLING, REPAIRING,, ..i
REPLACING AND MAINTAINING A PEDESTRIAN PATHWAY, IRRIGATION
IMPROVEMENTS,
. LANDSCAPING ` FORTH CERTAIN
AGREEMENT FOR CITY OF SAN RAFAEL GRANT MAINTENANCE
EASEMENT TO SAN RAFAEL
CORPORATE
i ! CENTER, j► AND BETWEEN T14E
CITY OF # 1 1EL AND 1 RAFAEL
CORPORATE
. i 1 . RECORDED
MARCH 7,, 2002 AS RECORDER'S
i. SERIAL2002-0018155,, MARIN COUNTY
RECORDS,,
! DESCRIBED
NUMBERCOMMENCING AT A POINT ON THE SOUTHERLY LINE OF THE 20 FOOT WID
P.G.&E. SLURRY WALL EASEMENT AS DESCRIBED IN THE DOCUMENT RECORDE
IN SERIAL 98-033514, MARIN COUNTY RECORDS, SAID POINT ALSO BEIN
1 POINT ON THE EASTERLY LINE OF LINDARO STREET (66!f WIDE); THENCE FRO
SAID POINT OF COMMENCEMENT,, ALONG THE SOUTHERLY LINE OF SAI
EASEMENT (SN ' •
0 44" 5210EAST, 70.78 FEET,; THENC
CONTINUING ALONG SAID SOUTHERLY LINE, SOUTH 840 17" 14" EAST, 32.99 FEE
THENCE CONTINUING ALONG SAID SOUTHERLY LINNE, SOUTH -790 31" 32" EAST
LEGAL U W ## 76958158.2 18
111.3 FEET; THENCE CONTINUING i SOUTHERLY i 6.
26"" EAST, 105.29 FEET; THENCE CONTINUING iSAID SOUTHERLY
SOUTHERLYNORTH 870 55" 06"' EAST, 107.97 FEET; THENCE CONTINUING ALONG SAIE
•' 620 1 •CONTINUINC
SOUTHERLYALONG SAID NORTH 460
27 46"' EAST, 25.64 FEET; THENCf
ALONGCONTINUING ALONG SAID SOUTHERLY LINE, NORTH 330 08" 08"" EAST, 15.06
THENCE CONTINUING SAID SOUTHERLY NORTH +►
6.33 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINI
OF BEGINNING, CONTINUING ALONG SAID SOUTHERLY LINE,, NORTH 190 37" 58"
EAST,, ALONG SAID SOUTHERLY NORTH s
581-Y
8.68
FEET; THENCE SOUTH 730 54' 20" EAST, 35.52 FEET; THENCf
SOUTH 670 1: SOUTHWESTERLY i •
CURVETANGENT i TO THE SOUTHEAST,i A'SOUTF
220 511 329" EAST, WITH A RADIUS OF 70.00 FEET; THROUGH A CENTRAL ANGLE 01
FOR AN ARC LENGTH OF 38.18 FEET TO THE TRUEPOINT i
i
i
PARCELS 4 THROUGH 81 INCLUSIVE, AS SHOWN UPON THAT CERTAIN MAP
ENTITLED,, "FINAL MAP BEING A SUBDIVISIONOF OF RAFAEL
CORPORATE i' '#2000-049730).OF SAN RAFAEL, COUNTYOF
MARIN, CALIFORNIA"%,! FOR RECORD ! i ' ' 27, 20029VOLUME
2002 OF MAPS,, AT PAGE 185,, MARIN COUNTY RECORDS.
EXCEPTING AND RESERVING THEREFROM THE RESERVATION OF ALL MINERALS
AND
MINERAL
RIGHTSI
INTERESTS AND ROYALTIES,
WITHOUT
LIMITING THE GENERALITY THEREOF, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES,
i1 AS WELL 1 METALLIC OTHER SOLID MINERALS, IN l
UNDER PROPERTY,,HOWEVER,, GRANTOR i! ITS SUCCESSORS
SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON,
fNT011 OR THROUGH!THE !.i! CONNECTION
THE!EWITH,, AS CONTAINED FROM SOUTHERN PACIFICTRANSPORTATION COMPANY,, A DELAWARE CORPORATION TO SAN RAFAEL
REDEVELOPMENT AGENCY, A BODY CORPORATE AND POLITIC OF THE STATE OF
CALIFORNIA, RECORDED OCTOBER 30, 1997 AS RECORDER'S SERIAL NO. 97-062019,
ACIFRECORDS.
AN EASEMENT FOR PURPOSES OF i ! REPAIRIN
REPLACING AND MAINTAINING A PEDESTRIAN PATHWAY, . IRRIGATIO
IMPROVEMENTS,, FENCING AND LANDSCAPING AS SET FORTH IN THAT CERTA
AGREEMENT FOR CITY OF SAN RAFAEL GRANT
EASEMENT TO SAN ! CORPORATE
! ! CENTER, BETWEEN
CITY OF SAN RAFAEL AND SAN RAFAEL CORPORATECENTER, # iso
MARCH 71, 2002 AS RECORDEWS111MARIN COUNT
RECORDS, ' :FOLLOWS:
COMMENCING POINT ON THE SOUTHERLY
SLURRYWALL EASEMENT AS DESCRIBED! i!
LAS W # 76958158.2 19
SERIALIN NUMBER ': 1 `'IN COUNTY RECORDS, 'i ALSO B
` POINT ON ` OF i`'i STREET (66' i FROM
SAID POINT OF i ALONG i ' OF ` i
EASEMENT#98-033514). i i` 441 5211 EASTI1
.78 FEET; THENCE
CONTINUING ALONG ` i SOUTHERLYi 840 ii
THENCE CONTINUING i SAID SOUTHERLYi i•EAST,
111.3 FEET; THENCE CONTINUING ALONG i SOUTHERLYi i*
i EAST,• FEET; THENCE CONTINUING ALONG l i SOUTHERLY
SOUTHERLYNORTH 870 55" 06"' EAST, 107.97 FEET; THENCE CONTINUING ALONG SAID
NORTH i ! i EAST,
• i t i i ' i' ji' '�i"" ' i�FEET- THENCE
CONTINUING i SAID SOUTHERLYi' is !sEAST,li
THENCE CONTINUING ALONG ` i SOUTHERLYi' •'EAST,
6.33 FEET TO THE TRUEPOINT OF : FROM ' i TRUE POINT
OF i ALONG ` i SOUTHERLYi' •' 371 581",
EAST,i i SAID SOUTHERLYi' 1'
s EASTI8.68 FEET; THENCE SOUTH 730 54' 20" EAST, 35.52 FEET; THENCE
SOUTH 670 0: i THENCE SOUTHWESTERLY ALONG
TANGENTi ` TO THE SOUTHEAST,,i ' BEARS SOUTH
•EAST,1 RADIUS ii FEET; THROUGH A CENTRAL ANGLE OF
310 14" 49FOR AN ARC LENGTH OF s s FEET TO THE TRUEPOINT OF
LEGAL U # # 7695815.2 20
EI Arix
3uRIBIT B (To Exhibit C to Consent and Agreement)
LEGAL DESCRIPTION OF REAL PROPERTY
LEGA L -US -W # 76958158.2 21
EXHIBIT • Exhibit C to Consent and Agreement)
LEGAL DESCRIPTION REAL
♦ PROPERTY
LEGAL -US -W;4 7 76958158.2 22
7w; 0
I I
I IL
INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT,
AGREEMENT, ORDINANCE OREESOLUTION BEFORE APPROVAL BY COUNCIL
AG
ta it i61,11
Stephanie Lovette
440TE97 M1911 =--
SRSA / SRCC AGENDA ITEM NO. 3, f
DATE OF MEETING: December 16 ,2013
DATE: December 10, 2013
TITLE OF DOCUMENT:
Resolution Consenting to Assigpim,eb't of the San Rafael Corporate Center
Development Agreement b een the City of San Rafael and Seagate SR
Corporate Center LLC ioMarwin Pharmaceutical Inc.
(LOWER HALF OF FORM FOR APPROVALS ONLY)
APPROVED AS COUNCIL / AGENCY
AGENDA ITEM:
10L 150 rAd w w
APPROVED AS TO FORM:
71
Lt
City Attorney nature}
S R
C C
��ae/7ara�ate
December 9, 2013
San Rafael City Counci]
City of San Rafael
PO Box 151560
San Rafael . CA. 94901
Dear City Council Members,
Seagate Properties Inc. and JP Morgan Asset Management Ithrough their affiliates SR Corporate Cente
Phase One LLC and SR Corporate Center Phase Two LLC ("*SRCC"), have entered into a purchase and sal
contract to sell the San Rafael Corporate Center to the lead tenant, BioMarin Pharmaceutical Inc.
("BloMarin"). The purpose of this letter is to provide a brief history of events that have led to our decision t
sell I
the campus and our request for your consent and approval of the transfer of all rights and interest under
the Owner PartitionDisposition and Development Agreement ("OPDDA") to BioMa
As you may recall, the second phase of the San Rafael Corporate Center was completed in early 2010 with
no tenant leases in place at the time of completion. In late 2011 a lease was signed for over 120,000 square
feet to house the world headquarters of BioMarin. This lease represents 75% of the Phase 11 development and
approximately 40% of the entire SRCC office complex. BioMarin currently occupies 100% of 770 Lindaro
Street and approximately 50% of 790 Lindaro Street with a strong desire to occupy the entire campus. The
initial relocation from Novato to SRCC by BioMarin was commenced in September of 2012 and continues
today as its business continues to expand and grow. Due to the sustained annual growth of BioMarin and its
need to expand beyond the current leased premises, SRCC and BioMarin have agreed that both parties real
estate interests would be best served if BioMarin were to own the entire SRCC office complex in order to
control its future growth needs. Given its current investment and commitment to SRCC, BioMarin wants the
assurance that its continued office space growth needs will be met in San Rafael as opposed to looking to
alternative locations. Please note that there are no proposed revisions to the existing use permits and there
aa
I -o Mahon
Will be no chane in flie use of the community conf -ence cilities, suriace parking lots or
gccess L
Creek.
The direct economic impact on the local retail stores, restaurants and service providers due to the relocation
of BioMarin to downtown San Rafael has already proven to be a substantial benefit to our community.
BioMarin currently houses over 300 employees in San Rafael and this number continues to grow dally as
their business expands. The SRCC location has provided the added benefits of increasing its ability to recruit
and retain qualified personnel, provide convenient access for its team members commuting from all
directions around the Bay Area through a variety of transportation modalities as well as convenient walking
access to the many restaurant and retail amenities offered in downtown San Rafael. The much anticipated
arrival of the SMART train will only serve to enhance and complement these excellent attributes of our
downtown location. For these,, and many other reasons, BioMarin is committed to its long term residence in
this I iocation as a vibrant and proud member of the San Rafael business community. Upon completion of their
750 LDARO STREET, SUITE 145 SAN RAFAEL, CALIFORNIA 94901
(415) 721-2222 FAX (415) 457-1450
purchase of SRCC, their pride of ownership will only serve to deepen their long term commitment to
downtown San Rafael.
By way of background, BioMarin is a multinational commercial blopharmaceutical company with expertise
in research, regulatory affairs, manufacturing and global commercial development. Since its founding in
1997, BioMarin has grown rapidly to become one of the largest private employers in Marin County.
The company focuses on, developing first -in -class or best -in -class therapeutics that provide meaningful
advances to patients who live with serious and life-threatening rare genetic diseases. These patient
populations are mostly children, suffering from diseases so rare, that the entire patient population can numbe
as few as 1,000 people worldwide. These conditions are often inherited, difficult to diagnose, progressively
debtating, have few, if any, treatment options and are usually ignored. BioMarin employees are inspired b3
the patients they serve and are motivated to create treatments that can change the practice of medicine.
With respect to its financiai position, BioMarin is has a strong balance sheet and a diverse revenue stream. 11
has four approved products to treat rare diseases, which generate more than $500 mon in sales. They
anticipate a fifth product approval by the first quarter of 2014 that has the potential to double its revenues at
peak sales. They also have ® therapies in various stages of development fueling its steady growth. This
research and development is funded both with its substantial revenue and its cash reserves, which exceed $1
bon.
Both the ownership of SRCC and BioMarin are excited about the opportunity to complete this transaction
and ® long term prospects for a financially strong, ® employer to own their corporate headquarters
campus in San Rafael. This outcome is consistent with the City of San Rafael's ® vision of this site as
a corporate campus facty with, Fair Issac. We are very proud of our achievements at SRCC in having
developed it into the premier Class A office park in Marin County and we know that we will be passing this
legacy on to a most deserving, community minded corporate citizen in BioMarin. Representatives of both the
SRCC and BioMarin will be present at the City Council meeting and welcome the opportunity to answer any
further questions you may have.
We thank you in advance for your favorable consideration of this request.
750 LINDARO STREET, SUITE 145 SAN RAFAEL, CALIFORNIA 94901
(415) 721-2222 FAX (415) 457-1450
S R
C (:
t
'7
ell n�Lro/ ate we&&
San Rafael City Council
City of San Rafael
PO Box 151560
San Rafael, CA. 94901
RE: San Rafael Corporate Center
Development Agreement and OPDDA Assignment
Dear City Council Members,
Attachment A
A
Seagate Properties Inc. and JP Morgan Asset Management Inc., through their affiliates SR Corporate Center
Phase One LLC and SR Corporate Center Phase Two LLC ("SRCC"), have entered into a purchase and sale
contract to sell the San Rafael Corporate Center to the lead tenant, BioMarin Pharmaceutical Inc.
("BioMarin"). The purpose of this letter is to provide a brief history of events that have led to our decision to
sell the campus and our request for your consent and approval of the transfer of all rights and interest under
the Owner Partition'. Disposition and Development Agreement ("OPDDA") to BioMarin.
As you may recall, the second phase of the San Rafael Corporate Center was completed in early 2010 with
no tenant leases in place at the time of completion. In late 2011 a lease was signed for over 120,000 square
feet to house the world headquarters of BioMarin. This lease represents 75% of the Phase 11 development and
approximately 40% of the entire SRCC office complex. BioMarin currently occupies 1, 00% of 770 Lindaro
Street and approximately 50% of 790 Lindaro Street with a strong desire to occupy the entire campus. r I I he
initial relocation from Novato to SRCC by BioMarin was commenced in September of 2012 and continues
today as its business continues to expand and grow. Due to the sustained annual growth of BioMarin and its
need to expand beyond the current leased premises, SRCC and BioMarin have agreed that both parties real
estate interests would be best served if BioMarin were to own the entire SRCC office complex in order to
control its ftiture growth needs. Given its current investment and commitment to SRCC, BioMarin wants the
assurance that its continued office space growth needs will be met in San Rafael as opposed to looking to
alternative locations. Please note that there are no proposed revisions to the existing use permits and there
w ill be no change *in the use of the community conference facilities, surface parking lots or access to Mahon
Creek.
The direct economic impact on the local retail stores, restaurants and service providers due to the relocation
of BioMarin to downtown San Rafael has already proven to be a substantial benefit to our community.
BioMarin currently houses over 300 employees in San Rafael and this number continues to grow daily as
their business expands. The SRCC location has provided the added benefits of increasing its abty to recruit
and retain qualified personnel, provide convenient access for its team members commuting from all
directions around the Bay Area through a variety of transportation modalities as well as convenient walking
access to the many restaurant and retail amenities offered in downtown San Rafael. The much anticipated
arrival of the SMART train will only serve to enhance and complement these excellent attributes of our
downtown location. For these, and many other reasons, BioMarin is committed to its long term residence in
this location as a vibrant and proud member of the San Rafael business communiqr. Upon completion of their
750 LINDARO STREET, SUITE 145 SAN RAL AEL, CALIFORNIA 94901
(415) 721-2222 FAX (415) 457-1450
We thank you Iin advance for your favorable consideration of this request.
Sincerely,
Willis K. Polite Jr.
San Rafael Corporate Center
750 LINDARO STREET, SUITE 145 SAN RAF AEL, CALIFORNIA 94901
(415) 721-2222 FAX (415) 457- 450