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Home My WebLink About2016-11-22 e-packet@2:00Tuesday, November 22, 2016 2:00 PM City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA City Hall, City Manager's Conference Room 400 Grand Avenue, South San Francisco, CA Special Oversight Board to the Successor Agency to the Former Redevelopment Agency Special Meeting Agenda November 22, 2016Special Oversight Board to the Successor Agency to the Former Redevelopment Agency Special Meeting Agenda NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the Oversight Board for the Successor Agency to the City of South San Francisco Redevelopment Agency will hold a Special Meeting on Tuesday, November 22, 2016, at 2:00 p.m., in the Large Conference Room, Top Floor at City Hall, 400 Grand Avenue, South San Francisco, California. In accordance with California Government Code Section 54957.5, any writing or document that is a public record, relates to an open session agenda item, and is distributed less than 72 hours prior to a regular meeting will be made available for public inspection in the City Clerk ’s Office located at City Hall. If, however, the document or writing is not distributed until the regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue, South San Francisco, California 94080. In compliance with Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the South San Francisco City Clerk ’s Office at (650) 877-8518. Notification 48 hours in advance of the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. Page 2 City of South San Francisco Printed on 11/17/2016 November 22, 2016Special Oversight Board to the Successor Agency to the Former Redevelopment Agency Special Meeting Agenda Chairperson: Selected by: Neil Cullen Largest Special District of the type in H&R Code Section 34188 Vice Chair: Selected by: Michael Krause San Mateo County Superintendent of Schools Assistant Superintendent, Business Services South San Francisco Unified School District Alternate: Vacant Superintendent, South San Francisco Unified School District Board Members: Selected by: Mark Addiego Mayor of the City of South San Francisco Mayor, City of South San Francisco Barbara Christensen Chancellor of California Community College Director of Community/Government Relations, San Mateo County Community College District Reyna Farrales San Mateo County Board of Supervisors Deputy County Manager, San Mateo County Paul Scannell San Mateo County Board of Supervisors (Public Member) Adena Friedman Mayor of the City of South San Francisco Senior Planner, City of South San Francisco Counsel Craig Labadie Advisory: Marian Lee –Assistant City Manager, City of South San Francisco Richard Lee – Finance Director, City of South San Francisco Alex Greenwood – Director of Economic and Community Development, City of South San Francisco Jason Rosenberg – Assistant City Attorney, City of South San Francisco Krista Martinelli – City Clerk, City of South San Francisco Ron Gerber – Housing and Redevelopment Manager, City of South San Francisco Page 3 City of South San Francisco Printed on 11/17/2016 November 22, 2016Special Oversight Board to the Successor Agency to the Former Redevelopment Agency Special Meeting Agenda Call To Order. Roll Call. Pledge of Allegience. Agenda Review. Public Comments. Comments from members of the public on items not on this meeting agenda. The Chair may set time limit for speakers. Since these topics are non-agenda items, the Board may briefly respond to statements made or questions posed as allowed by the Brown Act (Government Code Section 54954.2). However, the Board may refer items to staff for attention, or have a matter placed on a future agenda for a more comprehensive action report. MATTERS FOR CONSIDERATION Report regarding a resolution approving the form of the Amended and Restated Master Agreement for Taxing Entity Compensation for distribution of the net proceeds from the disposition of properties conveyed to the City of South San Francisco consistent with the Long Range Property Management Plan. (Jason Rosenberg, City Attorney) 1. Resolution approving the form of the Amended and Restated Master Agreement for Taxing Entity Compensation for distribution of the net proceeds from the disposition of properties conveyed to the City of South San Francisco consistent with the Long Range Property Management Plan. 1a. Report regarding a resolution approving a sale price of $3,500,000 as part of an authorizing the City of South San Francisco City Manager and Successor Agency Executive Director to enter into a tri-party Exclusive Negotiating Rights Agreement (ENRA) between the South San Francisco Successor Agency, the City of South San Francisco and Hisense Real Estate (USA), LLC for the sale and development of the properties at 200 Linden Avenue, and 212 and 216 Baden Avenue for a total sale price of $3,500,000. (Ron Gerber, Housing Manager) 2. Page 4 City of South San Francisco Printed on 11/17/2016 November 22, 2016Special Oversight Board to the Successor Agency to the Former Redevelopment Agency Special Meeting Agenda Resolution approving a sale price of $3,500,000 as part of an Exclusive Negotiating Rights Agreement (ENRA) between the South San Francisco Successor Agency, the City of South San Francisco and Hisense Real Estate (USA) LLC for the properties located at 200 Linden, 212 Baden, and 216 Baden Avenue (APNs 012-334-130, 012-334-160, 012-334-030 and 012-334-040). 2a. Adjournment. Page 5 City of South San Francisco Printed on 11/17/2016 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-946,Version:1 Report regarding a resolution approving the form of the Amended and Restated Master Agreement for Taxing Entity Compensation for distribution of the net proceeds from the disposition of properties conveyed to the City of South San Francisco consistent with the Long Range Property Management Plan.(Jason Rosenberg,City Attorney) RECOMMENDATION It is recommended that the Oversight Board adopt a resolution approving the form of Amended and Restated Master Agreement for Taxing Entity Compensation for distribution of the net proceeds from the disposition of properties conveyed to the City of South San Francisco consistent with the Long Range Property Management Plan (LRPMP). BACKGROUND There are 10 property tax entities (“Taxing Entities”)with jurisdiction in the City of South San Francisco (“City”).Pursuant to the Successor Agency (“Successor Agency”)to the Redevelopment Agency’s LRPMP (approved by the California Department of Finance on October 1,2015),the City is required to enter into an agreement (“Master Agreement for Taxing Entity Compensation”or “Agreement”)with the Taxing Entities for the distribution of the net proceeds from the disposition of properties formerly-held by the Successor Agency. On February 23,2016,the Oversight Board for the Successor Agency approved a form of the Master Agreement for Taxing Entity Compensation.To date,nine of the Taxing Entities have approved the Agreement. In reviewing the Agreement for approval,the County of San Mateo (“County”)requested several changes to the Agreement.Under the original version of the Agreement,the County Auditor was charged with distributing the net proceeds to the Taxing Entities.The County Auditor requested that another entity coordinate distribution of the net proceeds. The City’s Finance Department confirmed that they have the capability to distribute the net proceeds. Consequently,the City Attorney’s Office in coordination with the County Counsel’s Office amended the Agreement to provide for the City to distribute the net proceeds to the Taxing Entities.To effectuate that change,additional provisions related to reporting and auditing were added to the Agreement.In addition,the County clarified that a number of Taxing Entities that were believed to be overseen by the County in the original version of the Agreement were actually subject to separate governing and approval bodies and thus, should be separate signatories to the Agreement.A redline version of the Agreement showing all of the changes and new provisions is attached as Attachment 1. The County Board of Supervisors and the City Council approved the amended version of the Agreement on October 18,2016 and November 1,2016,respectively.While the changes to the Agreement are administrative and non-substantive,Successor Agency staff wanted to ensure that the Oversight Board had the opportunity to review and approve the form of the most recent version of the Agreement.To ensure consistency,the City is in the process of coordinating with all of the Taxing Entities to re-execute the amended version of the Agreement. City of South San Francisco Printed on 11/17/2016Page 1 of 2 powered by Legistar™ File #:16-946,Version:1 CONCLUSION Successor Agency staff recommends that the Oversight Board adopt a resolution approving the form of the Amended and Restated Master Agreement for Taxing Entity Compensation for distribution of the net proceeds from the disposition of properties conveyed to the City of South San Francisco consistent with the LRPMP. Attachment: 1.Redline Version of Master Agreement for Taxing Entity Compensation City of South San Francisco Printed on 11/17/2016Page 2 of 2 powered by Legistar™ 1 3/15/16 AMENDED AND RESTATED MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION This AMENDED AND RESTATED MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION (this “Agreement”), dated as of________________ October 18, 2016, is entered into by and among the City of South San Francisco, a municipal corporation (the “City”), and the following public agencies (each, a “Taxing Entity,” collectively referred to herein as the “Taxing Entities,” and together with the City the “Parties”): County of San Mateo, a political subdivision of the State of California (“County”) San Mateo County Community College District San Mateo County Flood Control DistrictColma Creek Flood Control Zone and Subzones San Mateo County Harbor District San Mateo County Resource Conservation District San Mateo County Office of EducationTax South San Francisco Unified School District Willow Gardens Parks and Parkways Maintenance District Bay Area Air Quality Management District RECITALS A. The Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Successor Agency”) is the owner of certain real property (“Agency Properties”) located in the City of South San Francisco (“City”); and, B. On June 29, 2011, the Legislature of the State of California (the “State”) adopted Assembly Bill x1 26 (“AB 26”), which amended provisions of the State’s Community Redevelopment Law (Health and Safety Code sections 33000 et seq.); and, C. Pursuant to AB 26 and the California Supreme Court decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., which upheld AB 26 (together with AB 1484, the “Dissolution Law”), the former Redevelopment Agency of the City of South San Francisco was dissolved on February 1, 2012; and, D. Pursuant to the Dissolution Law, the Agency Properties were transferred to the Successor Agency; and, E. Pursuant to the Dissolution Law, the Successor Agency prepared a Long Range Property Management Plan (“LRPMP”), which was approved by a resolution of the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Oversight Board”) on November 19, 2013, and on May 21, 2015 and , the Oversight Board approved the Amended Long Range Property Management Plan (“LRPMP”), which was approved by the California Department of Finance (“DOF”) on October 1, 2015; and, F. The approved LRPMP identifies nineteen (19) properties to be transferred from the Successor Agency for disposition and development consistent with the LRPMP ; and, 2 3/15/16 G. Eleven (11Fourteen (14) of the nineteen (19) properties are to be conveyed by the Successor Agency to the City for the redevelopment activities consistent with the Redevelopment Plan and the LRPMP , and the remaining eight (8five (5) (315 Airport Blvd, 401, 411, 421 Airport Blvd, and 405 Cypress Ave) of the nineteen (19) properties are slated for redevelopment activities that are currently under contract with a private developers developer through an Oversight Board- approved Disposition and Development Agreements (DDA), Purchase and Sale Agreements (PSA) or Exclusive Negotiating Rights Agreements (ENRA) Agreement (PSA) and will be conveyed by the Successor Agency to directly to the third-party purchasers purchaser pursuant to the Oversight Board-approved agreementsagreement; and , H. The LRPMP also identifies nine (9) parcels to be transferred from the Successor Agency to the City or the County for governmental uses; and, I. Pursuant to the LRPMP, the Successor Agency’s transfer of real property assets to the City for future development is subject to entering into this Agreement with the Taxing Entities for the distribution of any funds received, if any, from the sale of such properties; and, J. The Oversight Board-approved Purchase and Sale Agreements Agreement (PSA) for the conveyance of the nine (9six (6) properties by the Successor Agency to the third-party purchasers will provide purchaser (216 Miller Ave, 315 Airport Blvd, 401, 411, 421 Airport Blvd, 405 Cypress Ave) provides for the distribution to the Taxing Entities of the net funds received, if any, from the sale of the nine (9six (6) properties. NOW THEREFORE, the Parties agree as follows: 1. Purpose. This Agreement is executed with reference to the facts set forth in the foregoing Recitals which are incorporated into this Agreement by this reference. The purpose of this Agreement is to address the allocation of certain prospective revenues among the Taxing Entities that share in the property tax increment (“Tax Increment”) for property located within the City of South San Francisco, South San Francisco Redevelopment Project (the “Project Area”) formerly administered by the Redevelopment Agency, a list of all of the Taxing Entities and the applicable tax rate apportioned to each individual entity is contained in Exhibit B, attached hereto. 2. Special Districts and Funds. The governing boards of certain of the Taxing Entities administer certain special districts and funds that receive allocations of property taxes from the Tax Increment, and are authorized to execute this Agreement on behalf of such special districts and funds as described below. 3. County Funds. The County administers the following special districts and funds, and in addition to entering into this Agreement for the County itself, the County is authorized to, and has entered into and executed this Agreement on behalf of the following: County of San Mateo San Mateo County Flood Control District Colma Creek Flood Control Zone and Subzones San Mateo County Resource Conservation District County Education Tax 3 3/15/16 3. 4.Parcels to be Conveyed for Development Consistent with Plans. Pursuant to the LRPMP, eleven (11 fourteen (14 ) parcels formerly owned by the Redevelopment Agency will be transferred by the Successor Agency to the City for disposition consistent with the Redevelopment Plan adopted for the Project Area, the Implementation Plans adopted in connection with the Redevelopment Plan, and the City of South San Francisco General Plan (all of the foregoing, collectively, the “Plans”). These 11 14 parcels (each individually, “Property,” and collectively, the “Properties”) are more fully described in Exhibit A (numbers 1 through 14). 4. 5.Parcels to be Conveyed to the City for Governmental Uses. The LRPMP also provides that nine (9) parcels formerly owned by the Redevelopment Agency will be transferred by the Successor Agency to the City or County for continued governmental uses, as described more fully in Exhibit A (letters A through I). No compensation will be paid to the City or to the Taxing Entities in connection with the foregoing transfers. The properties and their uses, and the applicable deed restrictions are described in the LRPMP, a copy of which has been provided to each Taxing Entity. As set forth in the LRPMP and the applicable deed restrictions, in the event that a governmental use ceases, the entity holding the formerly governmental use property will remit any Net Unrestricted Proceeds (defined below) associated with that property to the Taxing Entities in accordance with the procedure outlined in Section 5 below. 5. 6.Compensation to Taxing Entities. The City agrees that, upon the approval by the Oversight Board of the sale price, and consistent with the LRPMP, in connection with the conveyance of any of the parcels comprising the Properties, the City will remit the Net Unrestricted Proceeds (defined below) to the San Mateo County Auditor-Controller for distribution to the Taxing Entities within 60 days of the consummation of the sale in accordance with each Taxing Entity’s pro-rata share of Tax Incrementproportionate contribution to the Redevelopment Property Tax Trust Fund (“RPTTF”) of the former Redevelopment Agency of the City of South San Francisco pursuant to California Health and Safety Code Section 34188, as provided by the San Mateo County Controller’s Office in connect ion with the most recent RPTTF distribution. For purposes of this Agreement, “Net Unrestricted Proceeds” means the sale proceeds received by the City for the sale of any parcel included in the Properties, less: (i) costs incurred by the City for expenses incurred in connection with the management and disposition of the Properties, including reasonable and actual costs incurred for property management, maintenance, insurance, marketing, appraisals, brokers' fees, escrow, closing costs, survey, attorneys' and consultants' fees, and other reasonable costs incurred, including reasonable compensation for City staff performing functions associated with the management, maintenance and disposition of the Properties, provided that the City shall first apply any revenue generated from license or , permit, lease , right-of-entry, or similar agreements (of less than one year per term) received by the City to offset the management, insurance and maintenance costs of the Properties (collectively, “Permissible Expenditures”), and (ii) any proceeds of sale that are restricted by virtue of the source of funds (e.g. grant funds or the proceeds of bonds) that were used for the original acquisition of the Properties. The Upon sale of any parcel included in the Properties, along with each Taxing Entity's pro-rata share of the Net Unrestricted Proceeds, the City shall deliver to the Taxing Entities an accounting of all such costs, expenses and restricted proceeds. related to that particular parcel (“Sale Accounting”). 4 3/15/16 6. Annual Report. Within ninety (90) days after the end of each fiscal year, the City will provide a report to the Taxing Entities that identifies those Properties, or any portion thereof, still held by the City pursuant to the LRPMP (“Annual Report”). This Annual Report will include an accounting of all revenue and Permissible Expenditures related to the Properties for the most recent fiscal year, including funding source (revenue) transactions and expense transactions. In the event that the revenue for any Property exceeds its Permissible Expenditures for a given fiscal year, the City will distribute to each Taxing Entity its pro-rata share of the net revenue for that fiscal year, as described in Section 5, along with the Annual Report. In the event that Permissible Expenditures exceeds revenue for a particular Property for a given year, the City will account for the net deficit and apply any such deficit balance to future years or to the sale of the parcel as set forth in Section 5 of this Agreement. 7. Request for Audit. Within sixty days (60) from the issuance of (a) an Annual Report, or (b) a Sale Accounting pursuant to the disposition of one of the Properties, any Taxing Entity (other than the City) may submit a written request to the City for an audit of the accounting of revenue and Permissible Expenditures contained in the Annual Report or the Sale Accounting, as applicable. Only one such audit on behalf of the Taxing Entities may be requested for any given Annual Report or Sale Accounting. Such audit pursuant to this Section 7 shall include a review of accounting records and other supporting documentation and compliance with sections 5 and 6 of this Agreement. In the event that a request for audit pursuant to this Section 7 is received by the City within sixty (60) days of transmittal of the applicable report, one of the following qualified third- party accounting firm will be retained to conduct the audit as envisioned by this Section: Macias, Gini & O’Connell LLP; Brown Armstrong, Certified Public Accountants; Gallina, LLP; or Williams, Adley & Company-CA, LLP. If none of the aforementioned accounting firms is available to conduct the requested audit within a reasonable period of time, then the taxing entity requesting the audit may propose a different qualified third-party accounting firm to conduct the audit subject to the consent of the City, which consent shall not be unreasonably withheld. The conclusions of such audit, and any report associated therewith, will be shared among all Taxing Entities. The cost of the third-party audit will be paid by the City and included as a Permissible Expenditure against the subject Property (or if the Property has already been sold, against an unsold Property) as contemplated in Sections 5 and 6 of this Agreement. To support any audit envisioned by this Section, City shall maintain all records of any revenues, sales, or Permissible Expenditures incurred in connection with any Property for at least one year after the consummation of the sale of that Property. 8. 7.Sales Procedure and Proceeds. The Parties acknowledge that City is obligated to convey the Properties for development consistent with the Plans. 9. 8.City as Taxing Entity. The Parties hereby acknowledge that the City is also a Taxing Entity for purposes of receiving funds pursuant to Section Sections 5 and 6 of this Agreement. 10. 9.Compensation AgreementLRPMP. Health and Safety Code Section 34191.3 provides that once an LRPMP has been approved by DOF, the LRPMP supersedes all other provisions of the statute relating to the disposition and use of the former redevelopment agency's real property assets. 5 3/15/16 11. Memorandum of Agreement. A memorandum of this agreement, substantially in the form attached hereto as Exhibit B, shall be recorded against the title of each of the Properties. Upon the sale of a Property and distribution of Net Unrestricted Proceeds to the Taxing Entities, the City shall cause to be recorded in the Official Records of San Mateo County a release of the memorandum of this agreement so that the memorandum of this agreement shall be removed from title for the Property sold. 12. 10.Miscellaneous Provisions. 10.112.1 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified on the signature pages to this Agreement or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service. 10.212.2 Headings; Interpretation. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties agree that this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it. 10.312.3 Action or Approval. Whenever action or approval by City is required under this Agreement, the City Manager or his or her designee may act on or approve such matter unless specifically provided otherwise, or unless the City Manager determines in his or her discretion that such action or approval requires referral to City Council for consideration. 10.412.4 Entire Agreement. This Agreement, including Exhibit A attached hereto and incorporated herein by this reference, contains the entire agreement among the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof. 10.512.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Parties. Any executed counterpart of this Agreement may be delivered to the other Parties by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered. 10.612.6 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability. 6 3/15/16 10.712.7 No Third Party Beneficiaries. Except as expressly set forth herein, nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder. 10.812.8 Parties Not Co-Venturers; Independent Contractor; No Agency Relationship. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of the Parties shall not be construed as a joint venture, equity venture, partnership or any other relationship. 10.912.9 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of San Mateo County, California or in the Federal District Court for the Northern District of California. SIGNATURES ON FOLLOWING PAGES. 7 3/15/16 IN WITNESS WHEREOF, the Parties have executed this Agreement by their authorized representatives as indicated below. CITY OF SOUTH SAN FRANCISCO, A MUNICIPAL CORPORATION By: __________________________________ City Manager Attest by: City Clerk Approved as to form: City Attorney Address for Notices: City of South San Francisco 400 Grand Avenue South San Francisco, California Attention: City Manager SIGNATURES CONTINUE ON FOLLOWING PAGES. 8 3/15/16 The undersigned authorized signatory hereby executes this Agreement on behalf of the County of San Mateo and the entities and funds set forth in Section 2 of this Agreement: By: _____________________________ Name: ______________________________ Title: ______________________________ Attest by: Approved as to form: County Counsel Address for Notices: San Mateo County 400 County Center Redwood City, CA 94063 Attention: SIGNATURES CONTINUE ON FOLLOWING PAGES. 9 3/15/16 The undersigned authorized signatory hereby executes this Agreement on behalf of the San Mateo County Flood Control District: By: _____________________________ Name: ______________________________ Title: ______________________________ Attest by: Approved as to form: County Counsel Address for Notices: County of San Mateo Department of Public Works 555 County Center, 5th Floor Redwood City, CA 94063 Attention: James C. Porter, Director SIGNATURES CONTINUE ON FOLLOWING PAGES. 10 3/15/16 The undersigned authorized signatory hereby executes this Agreement on behalf of the San Mateo County Harbor District: By: _____________________________ Name: ______________________________ Title: ______________________________ Attest by: Approved as to form: County General Counsel Address for Notices: General Manager 400 Oyster Point Boulevard, Suite 300 South San Francisco, CA 94080 SIGNATURES CONTINUE ON FOLLOWING PAGES. 11 3/15/16 The undersigned authorized signatory hereby executes this Agreement on behalf of the San Mateo County Community College District: By: _____________________________ Name: ______________________________ Title: ______________________________ Attest by: Approved as to form: County District Counsel Address for Notices: Director of Community/Government Relations San Mateo Community College District 3401 CSM Drive San Mateo, Ca 94402-3651 SIGNATURES CONTINUE ON FOLLOWING PAGES. 12 3/15/16 The undersigned authorized signatory hereby executes this Agreement on behalf of the South San Francisco Unified School District: By: _____________________________ Name: ______________________________ Title: ______________________________ Attest by: Approved as to form: District Counsel Address for Notices: Assistant Superintendent, Business Services South San Francisco USD 398 B Street South San Francisco, CA 94080 SIGNATURES CONTINUE ON FOLLOWING PAGES. 13 3/15/16 The undersigned authorized signatory hereby executes this Agreement on behalf of the Willow Parks and Parkways Maintenance District By: _____________________________ Name: ______________________________ Title: ______________________________ Attest by: Approved as to form: __________ District Counsel Address for Notices: Willow Parks and Parkways Maintenance District ___________________________ ___________________________ ___________________________ SIGNATURES CONTINUE ON FOLLOWING PAGES. 14 The undersigned authorized signatory hereby executes this Agreement on behalf of the Bay Area Air Quality Management District: By: _____________________________ Name: ______________________________ Title: ______________________________ Attest by: Approved as to form: __________ District Counsel Address for Notices: Bay Area Air Quality Management District 939 Ellis St. San Francisco, CA 94109 Attention: Executive Director SIGNATURES CONTINUE ON FOLLOWING PAGES. 15 The undersigned authorized signatory hereby executes this Agreement on behalf of the San Mateo County Resource Conservation District: By: _____________________________ Name: ______________________________ Title: ______________________________ Attest by: Approved as to form: District Counsel Address for Notices: Kellyx Nelson San Mateo County Resource Conservation District 625 Miramontes Street, #103 Half Moon Bay, CA 94019 SIGNATURES CONTINUE ON FOLLOWING PAGES. 16 The undersigned authorized signatory hereby executes this Agreement on behalf of the San Mateo County Office of Education: By: _____________________________ Name: ______________________________ Title: ______________________________ Attest by: Approved as to form: Counsel Address for Notices: Cheryl Agrawal San Mateo County Office of Education 101 Twin Dolphin Drive Redwood City, CA 94065 17 EXHIBIT A PROPERTIES Parcels to be conveyed consistent with the Plans: Number Disposition Address APN 1. 2. 3. Future Development Former PUC Properties 093-312-050 093-312-060 011-326-030 4. Future Development 1 Chestnut Avenue 011-322-030 5. Future Development 201 Grand Avenue 012-316-110 6. Future Development 207 Grand Avenue 012-316-100 7. Future Development 217-219 Grand Avenue 012-316-090 012-316-080 8. Future Development 227 Grand Avenue 012-316-060 69. Future Development 200 Linden 012-334-130 710. Future Development 212 Baden Avenue 012-334-040 811. Future Development 216 Baden Avenue 012-334-030 912. Future Development 905 Linden Avenue 012-101-100 1013. Future Development 616 Linden Avenue 012-174-300 1114. Future Development 700 Linden Avenue 012-145-370 A. B. Governmental Use Former PUC Properties 093-331-050 093-331-060 C. Governmental Use 80 Chestnut Avenue 011-324-190 D. Governmental Use 480 N. Canal 014-061-110 E. Governmental Use 296 Airport Blvd. 012-338-160 F. Governmental Use 323 Miller Avenue 012-312-070 G. Governmental Use 356 Grand Avenue 012-312-300 H. Governmental Use 306 Spruce Avenue 012-302-140 I. Governmental Use 468 Miller Avenue 012-301-020 18 EXHIBIT B TAXING ENTITIES AND TAX-ALLOCATION Tax Entity/Fund % Total County of San Mateo 25.77% City of South San Francisco 16.73% South San Francisco Unified School District 43.91% San Mateo County Community College District 7.38% San Mateo County Flood Control District Colma Creek Flood Control Zone and Subzones 1.64% Willow Gardens Parks and Parkways Maintenance District 0.12% Bay Area Air Quality Management District 0.23% San Mateo County Harbor District 0.38% San Mateo County Resource Conservation District 0.00% San Mateo County Education Tax 3.84% Total 100.00% 2666202.1 FORM OF MEMORANDUM OF AGREEMENT Recording Requested by and when Recorded, return to: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attention: City Manager EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383 (SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE) MEMORANDUM OF MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION WHEREAS, on June 29, 2011, the Legislature of the State of California (the “State”) adopted Assembly Bill x1 26 (“AB 26”), which amended provisions of the State’s Community Redevelopment Law (Health and Safety Code sections 33000 et seq.); and, 19 WHEREAS, pursuant to AB 26 and the California Supreme Court decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., which upheld AB 26 (together with AB 1484, the “Dissolution Law”), the former Redevelopment Agency of the City of South San Francisco was dissolved on February 1, 2012; and, WHEREAS, pursuant to the Dissolution Law, former Redevelopment Agency of the City of South San Francisco properties were transferred to the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Successor Agency”); and WHEREAS, pursuant to the Dissolution Law, the Successor Agency prepared a Long Range Property Management Plan, which was approved by a resolution of the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Oversight Board”) on November 19, 2013, and on May 21, 2015, the Oversight Board approved the Amended Long Range Property Management Plan (“LRPMP”), which was approved by the California Department of Finance (“DOF”) on October 1, 2015; and, WHEREAS, the approved LRPMP identifies properties to be transferred from the Successor Agency to the City of South San Francisco (“City”) for the redevelopment activities consistent with the applicable redevelopment plan and the LRPMP; and WHEREAS, the Successor Agency has transferred to the City the properties listed in Attachment 1 for redevelopment activities consistent with the Redevelopment Plan and the LRPMP (“Properties”); and WHEREAS, pursuant to the LRPMP and the Dissolution Law, the City is required to enter into an agreement for the distribution of any net proceeds received from the sale of such Properties (“Agreement”) with the following taxing entities (collectively, “Taxing Entities”): County of San Mateo, a political subdivision of the State of California San Mateo County Community College District San Mateo County Flood Control District San Mateo County Harbor District San Mateo County Resource Conservation District San Mateo County Office of Education South San Francisco Unified School District Willow Gardens Parks and Parkways Maintenance District Bay Area Air Quality Management District; and, WHEREAS, the City and the Taxing Entities have entered into said Agreement. NOW THEREFORE be it known that this Memorandum of Agreement will be recorded in the San Mateo County Recorder’s Office and shall become a record on those Properties, as more particularly described in Attachment 1. Said Memorandum of Agreement shall be released from a Property when such Property has been sold and the net unrestricted proceeds have been distributed to the Taxing Entities. 20 Dated: ____________________ ________________________________ Mike Futrell, City Manager City of South San Francisco Attest: _______________________ City Clerk, City of South San Francisco 21 ATTACHMENT 1 PROPERTIES Properties subject to the Master Agreement for Taxing Entity Compensation: Number Disposition Address APN 1. 2. 3. Future Development Former PUC Properties 093-312-050 093-312-060 011-326-030 4. Future Development 1 Chestnut Avenue 011-322-030 5. Future Development 201 Grand Avenue 012-316-110 6. Future Development 207 Grand Avenue 012-316-100 7. Future Development 217-219 Grand Avenue 012-316-090 012-316-080 8. Future Development 227 Grand Avenue 012-316-060 9. Future Development 200 Linden 012-334-130 10. Future Development 212 Baden Avenue 012-334-040 11. Future Development 216 Baden Avenue 012-334-030 12. Future Development 905 Linden Avenue 012-101-100 13. Future Development 616 Linden Avenue 012-174-300 14. Future Development 700 Linden Avenue 012-145-370 2721549.2 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-945,Version:1 Resolution approving the form of the Amended and Restated Master Agreement for Taxing Entity Compensation for distribution of the net proceeds from the disposition of properties conveyed to the City of South San Francisco consistent with the Long Range Property Management Plan. WHEREAS,the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Successor Agency”)is the owner of certain real property (“Agency Properties”)located in the City of South San Francisco (“City”); and WHEREAS,on June 29,2011,the Legislature of the State of California (the “State”)adopted Assembly Bill x1 26 (“AB 26”),which amended provisions of the State’s Community Redevelopment Law (Health and Safety Code sections 33000 et seq.); and WHEREAS,pursuant to AB 26 and the California Supreme Court decision in California Redevelopment Association,et al.v.Ana Matosantos,et al.,which upheld AB 26 (together with AB 1484,the “Dissolution Law”),the former Redevelopment Agency of the City of South San Francisco was dissolved on February 1, 2012; and WHEREAS,pursuant to the Dissolution Law,the Agency Properties were transferred to the Successor Agency; and WHEREAS,pursuant to the Dissolution Law,the Successor Agency prepared a Long Range Property Management Plan (“LRPMP”),which was approved by a resolution of the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Oversight Board”)on May 21, 2015 and was approved by the California Department of Finance (“DOF”) on October 1, 2015; and WHEREAS,pursuant to the LRPMP,the City is required to enter into an agreement (“Master Agreement for Taxing Entity Compensation”or “Agreement”)with the Taxing Entities for the distribution of the net proceeds from the disposition of properties formerly-held by the Successor Agency; and WHEREAS,on February 23,2016,the Oversight Board for the Successor Agency approved the form of the Master Agreement for Taxing Entity Compensation; and WHEREAS,on February 24 2016,the City Council approved the Master Agreement for Taxing Entity Compensation and authorized the City Manager to execute the Agreement for the City’s share; and WHEREAS,in reviewing the Agreement for approval,the County of San Mateo (“County”)requested several administrative,non-substantive changes to the Agreement to provide for the City’s Finance Department to distribute the net proceeds instead of the County Auditor and to include reporting and auditing provisions to effectuate the change in responsibilities and other minor administrative changes; and WHEREAS,the City Attorney’s Office and the County Counsel’s Office revised the Agreement to reflect the County’s requests and the County Board of Supervisors approved the revised version of the Agreement,now City of South San Francisco Printed on 11/17/2016Page 1 of 2 powered by Legistar™ File #:16-945,Version:1 County’s requests and the County Board of Supervisors approved the revised version of the Agreement,now entitled “The Amended and Restated Master Agreement for Taxing Entity Compensation”on October 18, 2016; and WHEREAS,on November 1,2016,the City Council approved the Amended and Restated Master Agreement for Taxing Entity Compensation; and WHEREAS,in order to ensure that the Oversight Board has reviewed and approved the most recent version of the Agreement,Successor Agency staff recommends that the Oversight Board review and approve the Amended and Restated Master Agreement for Taxing Entity Compensation,attached hereto and incorporated herein as Exhibit A. NOW,THEREFORE,BE IT RESOLVED that the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco hereby take the following actions: (1)Finds and determines that the recitals are true and correct; and (2)Approves the form of the Amended and Restated Master Agreement for Taxing Entity Compensation, attached hereto and incorporated herein as Exhibit A; and (3)Upon execution of a form of the Tax-Sharing Compensation Agreement by the Taxing Entities and the City,authorizes the Successor Agency to convey the Agency Properties to the City by grant deeds and to take any action and execute any documents as may be necessary to implement the conveyance of the Properties to the City,in accordance with the LRPMP,and pursuant to Health and Safety Code section 34181, subdivision (a). ***** City of South San Francisco Printed on 11/17/2016Page 2 of 2 powered by Legistar™ 1 AMENDED AND RESTATED MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION ThisAMENDED AND RESTATED MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION (this “Agreement”),datedasofOctober18,2016,isenteredintobyandamong theCity of South San Francisco, a municipal corporation (the “City”), and the following public agencies(each, a “Taxing Entity,” collectivelyreferredtohereinasthe “TaxingEntities,”and together with the Citythe “Parties”): County of San Mateo, apoliticalsubdivisionoftheStateofCalifornia(“County”) San Mateo County Community College District San Mateo County Flood Control District San Mateo County Harbor District San Mateo County Resource Conservation District San Mateo County Office of Education South San Francisco Unified School District Willow Gardens Parks and Parkways Maintenance District Bay Area Air Quality Management District RECITALS A.The Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Successor Agency”) is the owner of certain real property (“Agency Properties”) located in the City of South San Francisco (“City”); and, B.On June 29, 2011, the Legislature of the State of California (the “State”) adopted Assembly Bill x1 26 (“AB 26”), which amended provisions of the State’s Community Redevelopment Law (Health and Safety Code sections 33000 et seq.); and, C.Pursuant to AB 26 and the California Supreme Court decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., which upheld AB 26 (together with AB 1484, the “Dissolution Law”), the former Redevelopment Agency of the City of South San Francisco was dissolved on February 1, 2012; and, D.Pursuant to the Dissolution Law, the Agency Properties were transferred to the Successor Agency; and, E.Pursuant to the Dissolution Law, the Successor Agency prepared a Long Range Property Management Plan, which was approved by a resolution of the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Oversight Board”) on November 19, 2013, and on May 21, 2015, the Oversight Board approved the Amended Long Range Property Management Plan (“LRPMP”), whichwas approved by the California Department of Finance (“DOF”) on October 1, 2015; and, F.The approved LRPMP identifies nineteen (19) propertiesto be transferred from the Successor Agency for disposition and development consistent with the LRPMP;and, 2 G.Fourteen (14)of the nineteen (19) properties are to be conveyed by the Successor Agency to the City for the redevelopment activities consistent with the Redevelopment Plan and the LRPMP,and the remaining five(5)(315 Airport Blvd, 401, 411, 421 Airport Blvd, and 405 Cypress Ave) of the nineteen (19) properties are slated for redevelopment activities that are currently under contract withaprivate developer through an Oversight Board-approved Purchase and Sale Agreement (PSA)and will be conveyed by the Successor Agency directly to the third-party purchaser pursuant to the Oversight Board-approved agreement; and, H.The LRPMP also identifies nine (9) parcels to be transferred from the Successor Agency to the City or the County for governmental uses; and, I.Pursuant to the LRPMP, the Successor Agency’s transfer of real property assets to the City for future developmentissubject to entering into this Agreement with the Taxing Entities for the distribution of any funds received from the saleof such properties; and, J.The Oversight Board-approved Purchase and Sale Agreement (PSA) for the conveyance of six(6) properties by the Successor Agency to the third-party purchaser(216 Miller Ave, 315 Airport Blvd, 401, 411, 421 Airport Blvd, 405 Cypress Ave)providesfor the distribution to the Taxing Entities of the net funds received, if any, from the sale of the six(6) properties. NOW THEREFORE, the Parties agree as follows: 1.Purpose. This Agreement is executed with reference to the facts set forth in the foregoing Recitals which are incorporated into this Agreement by this reference. The purpose of this Agreement is to address the allocation of certain prospective revenues among the Taxing Entities that share in the property tax increment (“Tax Increment”) for property located within the City of South San Francisco, South San Francisco Redevelopment Project (the “Project Area”) formerly administered by the Redevelopment Agency. 2.SpecialDistrictsandFunds. ThegoverningboardsofcertainoftheTaxingEntities administercertainspecialdistrictsandfundsthatreceiveallocationsofpropertytaxesfromthe Tax Increment,andare authorizedtoexecute thisAgreementonbehalfof suchspecialdistrictsand fundsasdescribedbelow. 3.ParcelstobeConveyedforDevelopment ConsistentwithPlans. Pursuanttothe LRPMP, fourteen(14)parcelsformerly ownedbytheRedevelopmentAgencywillbetransferredbythe SuccessorAgencytotheCity fordispositionconsistentwiththeRedevelopmentPlanadoptedfor theProjectArea,the ImplementationPlansadoptedinconnectionwiththeRedevelopmentPlan, andtheCity of South San FranciscoGeneralPlan(alloftheforegoing,collectively,the “Plans”). These14parcels(each individually, “Property,” and collectively,the “Properties”)aremorefully describedin ExhibitA(numbers 1 through 14). 4.Parcelsto be Conveyed to the City for Governmental Uses. TheLRPMP also providesthat nine (9)parcelsformerlyownedbytheRedevelopmentAgencywillbetransferredby theSuccessor AgencytotheCityor County forcontinuedgovernmentaluses, as described more fully in Exhibit A(letters A through I).NocompensationwillbepaidtotheCityortotheTaxingEntitiesin connection withtheforegoingtransfers. Thepropertiesandtheiruses, and the applicabledeed restrictions aredescribedinthe LRPMP,acopyofwhichhasbeenprovidedto eachTaxingEntity. As set forth in the LRPMPand the applicable deed restrictions, in the event that agovernmental use 3 ceases, the entity holding theformerly governmental use property willremit anyNet Unrestricted Proceeds(defined below)associated with that property to the Taxing Entities in accordance with the procedure outlined in Section 5 below. 5.Compensation to Taxing Entities. The City agreesthat,upon the approval by the Oversight Board of the sale price, and consistent withtheLRPMP, in connectionwith the conveyanceofanyoftheparcelscomprisingtheProperties,theCitywill remittheNetUnrestricted Proceeds (defined below) to theTaxingEntitieswithin 60 days of the consummation of the sale inaccordancewith each Taxing Entity’s proportionate contribution to the Redevelopment Property Tax Trust Fund (“RPTTF”)of the former Redevelopment Agency of the City of South San Francisco pursuant to California Health and Safety Code Section 34188, as provided by the San Mateo County Controller’s Officein connection with the most recent RPTTF distribution. For purposes of this Agreement, “Net Unrestricted Proceeds” means the sale proceeds received by the City for the sale of any parcel included in the Properties, less: (i) costs incurred by the City for expenses incurred in connection with the management and disposition of the Properties, including reasonable and actual costs incurred for property management, maintenance, insurance, marketing, appraisals, brokers' fees, escrow, closing costs, survey, attorneys' and consultants' fees, and other reasonable costs incurred, including reasonable compensation for City staff performing functions associated with the management, maintenance and disposition of the Propertiesprovided that the City shall first apply any revenue generated from license, permit, lease, right-of-entry, or similaragreements received by the City to offset the management, insurance and maintenance costs of the Properties(collectively, “Permissible Expenditures”), and (ii) any proceeds of sale that are restricted by virtue of the source of funds (e.g. grant funds or the proceeds of bonds) that were used for the original acquisition of the Properties. Upon sale of any parcel included in the Properties, along with eachTaxingEntity's pro-rata share of the Net Unrestricted Proceeds, the City shall deliver to the Taxing Entities an accounting of all such costs, expenses and restricted proceeds related to that particular parcel(“Sale Accounting”). 6.Annual Report. Within ninety(90) days after the end of eachfiscal year, the City will provide a report to the Taxing Entitiesthat identifies thoseProperties, or any portion thereof,still held by the City pursuant to the LRPMP(“Annual Report”). This Annual Report will includean accounting of all revenueand Permissible Expendituresrelated to the Propertiesfor the most recent fiscal year, including funding source (revenue) transactionsand expense transactions.In the event that the revenuefor any Propertyexceeds its Permissible Expendituresfor a given fiscal year, the City will distribute to each Taxing Entity its pro-rata share of the net revenuefor that fiscal year, as described in Section 5,along with the Annual Report.In the event that Permissible Expenditures exceedsrevenue for a particular Propertyfor a given year, the City will account for the net deficit andapply any such deficitbalanceto future years ortothe sale of the parcelas set forth in Section 5 of this Agreement. 7.Request for Audit. Within sixty days (60) from the issuance of (a) an Annual Report, or (b) a Sale Accountingpursuant to the disposition of one of the Properties,anyTaxing Entity (other than the City)may submit a written request to the City for an audit of the accounting of revenue and Permissible Expenditurescontained in the Annual Report orthe Sale Accounting, as applicable. Only one such audit on behalf of the Taxing Entities may be requested for any given Annual Report 4 or Sale Accounting. Such auditpursuant to this Section 7 shall include a review of accounting records and other supportingdocumentationand compliance with sections 5 and 6 ofthis Agreement.In the event thata request for auditpursuant to this Section 7is received by the City within sixty (60) days of transmittal of the applicable report, one of the following qualified third- party accounting firm will be retained to conduct the audit as envisionedbythis Section: Macias, Gini & O’Connell LLP; Brown Armstrong, Certified Public Accountants; Gallina, LLP; or Williams, Adley & Company-CA, LLP.If none of the aforementioned accounting firms is available to conduct the requested audit within a reasonable period of time, then the taxing entity requesting the audit may propose a different qualified third-party accounting firm to conduct the audit subject to the consent of the City, which consent shall not be unreasonably withheld. The conclusionsof such audit, and any report associated therewith, will be shared among all Taxing Entities. The cost of the third-party auditwill be paid by the Cityand includedas a Permissible Expenditureagainst the subject Property(or if the Propertyhas already been sold, against anunsold Property) as contemplated in Sections5and 6 of this Agreement.To support any audit envisioned by this Section, City shall maintain all records of any revenues, sales, or Permissible Expendituresincurred in connection with any Propertyfor at least one year after the consummation of the sale of that Property. 8.Sales Procedure and Proceeds. ThePartiesacknowledgethatCityisobligatedtoconvey the PropertiesfordevelopmentconsistentwiththePlans. 9.City as Taxing Entity. The Parties hereby acknowledge that the City is also a Taxing Entity for purposes of receiving funds pursuant to Sections5 and 6of this Agreement. 10.LRPMP. Health and SafetyCodeSection34191.3providesthatonce anLRPMPhasbeen approvedbyDOF,theLRPMPsupersedesallotherprovisionsofthestatute relatingtothe dispositionanduseoftheformerredevelopmentagency'srealpropertyassets. 11.Memorandum of Agreement.Amemorandum of this agreement, substantially in the form attached hereto as Exhibit B,shall be recorded against the title of each of the Properties. Upon the sale of a Property and distribution of Net Unrestricted Proceeds to the Taxing Entities, the City shall cause to be recorded in the Official Records of San Mateo County a release of the memorandum of this agreement so that the memorandum of this agreement shall be removed from titlefor the Property sold. 12.MiscellaneousProvisions. 12.1 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified on the signature pages to this Agreement or to such other address as a Party may designate by written notice delivered to the other Partiesin accordance with this Section. All such notices shall be sent by: (i)personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service. 5 12.2 Headings; Interpretation. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties agree that this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it. 12.3 Action or Approval. Whenever action or approval by City is required under this Agreement, the City Manager or his or her designee may act on or approve such matter unless specifically provided otherwise, or unless the City Manager determines in his or her discretion that such action or approval requires referral to City Council for consideration. 12.4 Entire Agreement. This Agreement, including Exhibit Aattached hereto and incorporated herein by this reference, contains the entire agreement among the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof. 12.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Parties. Any executed counterpart ofthis Agreement may be delivered to the other Parties by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered. 12.6 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability. 12.7 No Third Party Beneficiaries. Except as expressly set forth herein, nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder. 12.8 Parties Not Co-Venturers; Independent Contractor; No Agency Relationship. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of the Parties shall not be construed as a joint venture, equity venture, partnership or any other relationship. 12.9 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of San MateoCounty, California or in the Federal District Court for the Northern District of California. SIGNATURESONFOLLOWINGPAGES. 6 INWITNESSWHEREOF,thePartieshave executedthisAgreementbytheirauthorized representativesasindicatedbelow. CITY OF SOUTH SAN FRANCISCO,AMUNICIPALCORPORATION By:_________________________ City Manager Attest by: City Clerk Approved as to form: City Attorney AddressforNotices: City of South San Francisco 400 Grand Avenue South San Francisco, California Attention: City Manager SIGNATURESCONTINUEONFOLLOWINGPAGES. 7 TheundersignedauthorizedsignatoryherebyexecutesthisAgreementonbehalfofthe County ofSan Mateo: By:_____________________________ Name:______________________________ Title:______________________________ Attest by: Approved as to form: County Counsel AddressforNotices: San Mateo County 400 County Center Redwood City, CA 94063 Attention: SIGNATURESCONTINUEONFOLLOWINGPAGES. 8 TheundersignedauthorizedsignatoryherebyexecutesthisAgreementonbehalfoftheSan Mateo County Flood Control District: By:_____________________________ Name:______________________________ Title:______________________________ Attest by: Approved as to form: County Counsel AddressforNotices: County of San Mateo Department of Public Works 555County Center, 5th Floor Redwood City,CA 94063 Attention: James C. Porter, Director SIGNATURESCONTINUEONFOLLOWINGPAGES. 9 TheundersignedauthorizedsignatoryherebyexecutesthisAgreementonbehalfoftheSan Mateo County Harbor District: By:_____________________________ Name:______________________________ Title:______________________________ Attest by: Approved as to form: GeneralCounsel AddressforNotices: General Manager 400 Oyster Point Boulevard, Suite 300 South San Francisco, CA 94080 SIGNATURESCONTINUEONFOLLOWINGPAGES. 10 TheundersignedauthorizedsignatoryherebyexecutesthisAgreementonbehalfoftheSan Mateo County Community College District: By:_____________________________ Name:______________________________ Title:______________________________ Attest by: Approved as to form: District Counsel AddressforNotices: Director of Community/Government Relations San Mateo Community College District 3401 CSMDrive San Mateo, Ca 94402-3651 SIGNATURESCONTINUEONFOLLOWINGPAGES. 11 TheundersignedauthorizedsignatoryherebyexecutesthisAgreementonbehalfoftheSouth San Francisco Unified School District: By:_____________________________ Name:______________________________ Title:______________________________ Attest by: Approved as to form: District Counsel AddressforNotices: Assistant Superintendent, Business Services South San Francisco USD 398 B Street SouthSan Francisco, CA 94080 SIGNATURESCONTINUEONFOLLOWINGPAGES. 12 TheundersignedauthorizedsignatoryherebyexecutesthisAgreementonbehalfoftheWillow Parks and Parkways Maintenance District By:_____________________________ Name:______________________________ Title:______________________________ Attest by: Approved as to form: District Counsel AddressforNotices: Willow Parks and Parkways Maintenance District ___________________________ ___________________________ ___________________________ SIGNATURESCONTINUEONFOLLOWINGPAGES. 13 TheundersignedauthorizedsignatoryherebyexecutesthisAgreementonbehalfoftheBay Area Air Quality Management District: By:_____________________________ Name:______________________________ Title:______________________________ Attest by: Approved as to form: District Counsel AddressforNotices: Bay Area AirQuality Management District 939 Ellis St. San Francisco, CA 94109 Attention: Executive Director SIGNATURESCONTINUEONFOLLOWINGPAGES. 14 TheundersignedauthorizedsignatoryherebyexecutesthisAgreementonbehalfoftheSan Mateo County Resource Conservation District: By:_____________________________ Name:______________________________ Title:______________________________ Attest by: Approved as to form: DistrictCounsel AddressforNotices: Kellyx Nelson San Mateo County Resource Conservation District 625 Miramontes Street, #103 Half Moon Bay, CA 94019 SIGNATURESCONTINUEONFOLLOWINGPAGES. 15 TheundersignedauthorizedsignatoryherebyexecutesthisAgreementonbehalfoftheSan Mateo County Office of Education: By:_____________________________ Name:______________________________ Title:______________________________ Attest by: Approved as to form: Counsel AddressforNotices: Cheryl Agrawal San Mateo County Office of Education 101 Twin Dolphin Drive Redwood City, CA 94065 16 EXHIBIT A PROPERTIES Parcels to be conveyed consistent with the Plans: Number Disposition Address APN 1. 2. 3. Future Development Former PUC Properties 093-312-050 093-312-060 011-326-030 4.Future Development 1 Chestnut Avenue 011-322-030 5.Future Development 201 Grand Avenue 012-316-110 6.Future Development 207 Grand Avenue 012-316-100 7.Future Development 217-219Grand Avenue 012-316-090 012-316-080 8.Future Development 227 Grand Avenue 012-316-060 9.Future Development 200 Linden 012-334-130 10.Future Development 212 Baden Avenue 012-334-040 11.Future Development 216 Baden Avenue 012-334-030 12.Future Development 905 Linden Avenue 012-101-100 13.Future Development 616 Linden Avenue 012-174-300 14.Future Development 700 Linden Avenue 012-145-370 A. B. Governmental Use Former PUC Properties 093-331-050 093-331-060 C.Governmental Use 80 Chestnut Avenue 011-324-190 D.Governmental Use 480 N. Canal 014-061-110 E.Governmental Use 296 Airport Blvd.012-338-160 F.Governmental Use 323 Miller Avenue 012-312-070 G.Governmental Use 356 Grand Avenue 012-312-300 H.Governmental Use 306 Spruce Avenue 012-302-140 I.Governmental Use 468 Miller Avenue 012-301-020 17 EXHIBIT B FORM OF MEMORANDUM OF AGREEMENT Recording Requested by and when Recorded, return to: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attention: City Manager EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383 (SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE) MEMORANDUM OF MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION WHEREAS, on June 29, 2011, the Legislature of the State of California (the “State”) adopted Assembly Bill x1 26 (“AB 26”), which amended provisions of the State’s Community Redevelopment Law (Health and Safety Code sections 33000 et seq.); and, WHEREAS, pursuant to AB 26 and the California Supreme Court decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., which upheld AB 26 (together with AB 1484, the “Dissolution Law”), the former Redevelopment Agency of the City of South San Francisco was dissolved on February 1, 2012; and, WHEREAS, pursuant to the Dissolution Law, former Redevelopment Agency of the City of South San Francisco properties weretransferred to the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Successor Agency”); and WHEREAS, pursuant to the Dissolution Law, the Successor Agency prepared a Long Range Property Management Plan, which was approved by a resolution of the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Oversight Board”) on November 19, 2013, and on May 21, 2015, the Oversight Board approved the Amended Long Range Property Management Plan (“LRPMP”), whichwas approved by the California Department of Finance (“DOF”) on October 1, 2015; and, WHEREAS, the approved LRPMP identifies properties to be transferred from the Successor Agency to the City of South San Francisco (“City”) for the redevelopment activities consistent with the applicable redevelopment plan and the LRPMP; and WHEREAS, the Successor Agency has transferred to the City the properties listed in Attachment 1 for redevelopment activities consistent with the Redevelopment Plan and the LRPMP(“Properties”); and 18 WHEREAS, pursuant to the LRPMPand the Dissolution Law, the City is required to enter into an agreement for the distribution of any net proceedsreceived from the saleof such Properties(“Agreement”)with the following taxing entities(collectively, “Taxing Entities”): County of San Mateo, apoliticalsubdivisionoftheStateofCalifornia San Mateo County Community College District San Mateo County Flood Control District San Mateo County Harbor District San Mateo County Resource Conservation District San Mateo County Office of Education South San Francisco Unified School District Willow Gardens Parks and Parkways Maintenance District Bay Area Air Quality Management District; and, WHEREAS, the City and the Taxing Entities have entered into said Agreement. NOW THEREFORE be it known that this Memorandum of Agreementwill be recorded in the San MateoCounty Recorder’s Office and shall become arecord on thoseProperties, as more particularly described in Attachment1. Said Memorandum of Agreement shall be released from a Propertywhen suchProperty has beensold and the net unrestricted proceeds have been distributed to the Taxing Entities. Dated: ____________________________________________________ Mike Futrell, City Manager City of South San Francisco Attest:_______________________ City Clerk, City of South San Francisco 19 ATTACHMENT1 PROPERTIES Propertiessubject to the Master Agreement for Taxing Entity Compensation: Number Disposition Address APN 1. 2. 3. Future Development Former PUC Properties 093-312-050 093-312-060 011-326-030 4.Future Development 1 Chestnut Avenue 011-322-030 5.Future Development 201 Grand Avenue 012-316-110 6.Future Development 207 Grand Avenue 012-316-100 7.Future Development 217-219 Grand Avenue 012-316-090 012-316-080 8.Future Development 227 Grand Avenue 012-316-060 9.Future Development 200 Linden 012-334-130 10.Future Development 212 Baden Avenue 012-334-040 11.Future Development 216 Baden Avenue 012-334-030 12.Future Development 905 Linden Avenue 012-101-100 13.Future Development 616 Linden Avenue 012-174-300 14.Future Development 700 Linden Avenue 012-145-370 2722727.1 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-805,Version:1 Report regarding a resolution approving a sale price of $3,500,000 as part of an Exclusive Negotiating Rights Agreement (ENRA)between the South San Francisco Successor Agency,the City of South San Francisco and Hisense Real Estate (USA),LLC for the sale and development of the properties at 200 Linden Avenue,and 212 and 216 Baden Avenue.(Ron Gerber, Housing Manager) RECOMMENDATION It is recommended that the Oversight Board adopt a resolution approving a sale price of $3,500,000 as part of an Exclusive Negotiating Rights Agreement (ENRA)between the South San Francisco Successor Agency,the City of South San Francisco and Hisense Real Estate (USA),LLC for the properties located at 200 Linden Avenue,and 212 and 216 Baden Avenue (APNs 012334130,012334160,012334030 and 012334040) BACKGROUND/DISCUSSION The City of South San Francisco’s Long Range Property Management Plan (LRPMP),as approved by the California Department of Finance on October 1,2015,outlines the permissible uses for the various former Redevelopment Agency’s properties.The LRPMP establishes that the properties located at 200 Linden Avenue, and 212 and 216 Baden Avenue (collectively referred to as 200 Linden)be assembled with the intent of developer acquisition and development consistent with a redevelopment plan.This 0.72 acre property is located in the heart of the Downtown,with convenient access to the 101 highway,bus routes,the Caltrain station,and has significant development potential. On December 4,2015,staff issued a Request for Qualifications (RFQ)for the disposition of the properties consistent with the disposition contained in the LRPMP.A pre-submittal meeting and site visit was held on January 22,2016,and submittals were due February 3,2016.The City received responses from seven developers which included land uses such as mixed use condominiums,market rental housing,affordable housing, a hotel, and a boutique hotel. On April 11,2016,the Joint Housing Subcommittee (Subcommittee)met to review the seven developer RFQ submittals.In an RFQ process,the primary emphasis is on reviewing experience,price and financial capacity. In addition,the Subcommittee reviewed the Price and Terms and recommended to the Successor Agency that four of the seven developers (BayRock,Proferian,RAM Investments,and OMNI Investments)be shortlisted for further consideration.On May 11,2016,the Successor Agency approved this shortlist for the Oversight Board’s consideration at the May 17,2016 meeting.The Oversight Board concurred with the Subcommittee and Successor Agency’s shortlist recommendation. The four shortlisted developers were asked to provide a “Best and Final”price offer as well as their Total Development Costs (TDC)for consideration.The shortlisted developers were then interviewed to further understand their experience and development concept.Prior to the scheduled interviews,one of the shortlisted developers,Proferian,withdrew their application due to concerns about construction costs.On June 23,2016, the Subcommittee interviewed the three remaining developers and then met in closed session to review Price and Terms as well as the Total Development Costs.The Subcommittee requested additional confidential City of South San Francisco Printed on 11/17/2016Page 1 of 3 powered by Legistar™ File #:16-805,Version:1 information from two of the three developers. On July 25,2016,the Subcommittee convened again to review the developers’responses.The Subcommittee reached a consensus that RAHM Investments and Omni Investments be recommended to the Successor Agency for interview and consideration. On August 10,2016,the Agency and Subcommittee interviewed the two developers.RAHM Investments and Omni Investments gave short presentations and were asked follow-up questions.The Agency and Subcommittee then met in closed session to discuss and consider the price and terms of the two offers.Omni Investments was recommended as the preferred developer.The preference for this developer was based on the fact that Omni Investments presented the Successor Agency with the highest price and a condo development versus rental. The Oversight Board convened on September 20,2016,to review the Successor Agency’s recommendation and confirmed their selection with Omni’s concept being the highest and best proposal. It should be noted that following the selection of Omni Investments,the developer has been renamed and is now known as Hisense Real Estate (USA), LLC (Hisense). Exclusive Negotiating Rights Agreement (ENRA) Since the selection of Hisense,City staff has been working closely with the developer on negotiating an ENRA. The purpose of the ENRA is to establish procedures and standards for the negotiation between the Agency/City and Hisense in order to reach a Purchase and Sale Agreement (PSA). The draft ENRA was presented to the City Council and Successor Agency on November 7,2016,and was unanimously approved. Key business points that are contained in the ENRA include the following: ·Sale Price: $3,500,000 ·Deposit:A $300,000 deposit will be required upon execution of the ENRA.If the City chooses to terminate the ENRA or PSA agreement with Hisense due to non-performance,$250,000 of the deposit will be refunded.Should Hisense choose to terminate the ENRA due to Agency/City non-performance, 100%of the deposit will be refunded. The deposit will become applicable to the purchase price. ·Term:The ENRA is set initially at seven months with administrative authority to extend by up to 60 days, if required. ·Hisense to finalize and provide the City with a statement of their corporate structure ahead of the ENRA expiration. ·The developer will be required to submit a pro-forma as well as proof of financing and equity,ahead of the ENRA expiration. ·Good faith efforts to secure Letters of Interest (LOIs)from desired tenants.In their Subcommittee and Successor Agency interviews on August 10,2016,Hisense noted that a drug store or a grocery store would likely be secured as a tenant for the ground floor retail.During the ENRA period,the City requests that the developer work in good faith to secure interest from potential new tenants. Next Steps If the Oversight Board approves sales price set forth in the ENRA,it will allow staff and the developer to move forward with the negotiation of a PSA.At this time,the developer will also begin the process of securing City of South San Francisco Printed on 11/17/2016Page 2 of 3 powered by Legistar™ File #:16-805,Version:1 forward with the negotiation of a PSA.At this time,the developer will also begin the process of securing entitlements. CONCLUSION It is recommended that the Oversight Board adopt a resolution approving a sale price of $3,500,000 as part of an Exclusive Negotiating Rights Agreement (ENRA)between the South San Francisco Successor Agency,the City of South San Francisco and Hisense Real Estate (USA),LLC for the properties located at 200 Linden Avenue, and 212 and 216 Baden Avenue. City of South San Francisco Printed on 11/17/2016Page 3 of 3 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-875,Version:1 Resolution approving a sale price of $3,500,000 as part of an Exclusive Negotiating Rights Agreement (ENRA) between the South San Francisco Successor Agency,the City of South San Francisco and Hisense Real Estate (USA)LLC for the properties located at 200 Linden,212 Baden,and 216 Baden Avenue (APNs 012-334-130, 012-334-160, 012-334-030 and 012-334-040). WHEREAS,on June 29,2011 the legislature of the State of California (the “State”)adopted Assembly Bill 26 (“AB 26”), which amended provisions of the Redevelopment Law; and WHEREAS,pursuant to AB 26 and the California Supreme Court decision in California Redevelopment Association,et al.v.Ana Matosantos,et al.,which upheld AB 26 (together with AB 1484,the “Dissolution Law”), the Redevelopment Agency was dissolved on February 1, 2012; and WHEREAS,pursuant to the Dissolution Law,the South San Francisco Successor Agency (“Agency”)prepared a Long Range Property Management Plan (“LRPMP”),which was approved by a resolution of the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Oversight Board”)on May 21,2015 and was approved by the California Department of Finance (“DOF”)on October 1, 2015; and WHEREAS,the Agency is the owner of certain property certain real property (the “Property”)located in the City of South San Francisco,California,known as County Assessor’s Parcel Numbers (“APN”)012-334-130 (200 Linden Avenue),012-334-160 (216 Baden Avenue),012-334-040 and 012-334-030 (212 Baden Avenue); and WHEREAS,the Property is included in the LRPMP and is identified as part of an Approved Redevelopment Plan; and WHEREAS,the LRPMP identifies the Property for disposition and development consistent with those redevelopment plans; and WHEREAS,consistent with the LRPMP,the Agency is interested in selling the Property to Hisense Real Estate (USA),LLC,a California limited liability company (“Developer”)contingent upon Developer preparing all appropriate environmental review documents,and applying for land use entitlements from the City of South San Francisco,and if such entitlements are granted constructing approximately 87 multi-family residential units (“Project”) on the Property; and WHEREAS,the Developer has requested the exclusive right to collaborate and negotiate with the Agency for the purpose of reaching agreement on a project description,appropriate land uses,economic feasibility,and a definitive agreement whose terms and conditions would govern any conveyance of the Property and the development of the Property; and WHEREAS,Agency desires to grant Developer the exclusive right to collaborate and negotiate with Agency City of South San Francisco Printed on 11/17/2016Page 1 of 2 powered by Legistar™ File #:16-875,Version:1 with regard to development of the Property. NOW,THEREFORE,BE IT RESOLVED that the Oversight Board for the Successor Agency to the Redevelopment Agency for the City of South San Francisco does hereby take the following actions: (1)Finds and determines that the recitals are true and correct. (2)Approves the total sale price of $3,500,000 as part of an Exclusive Negotiating Rights Agreement (ENRA)between the South San Francisco Successor Agency,the City of South San Francisco and Hisense Real Estate (USA)LLC for the properties located at 200 Linden,212 and 216 Baden Avenue (APNs 012-334-130,012-334-160,012-334-030 and 012-334-040),in substantially the same form attached hereto as Exhibit A. (3)The Agency’s Executive Director or his designee is hereby authorized to execute the ENRA on behalf of the Successor Agency;to make revisions to the ENRA,with review and approval by the Agency’s Counsel,which do not materially or substantially increase the Agency’s obligations thereunder;to sign all documents;to make all approvals and take all actions necessary or appropriate to carry out and implement the intent of this Resolution. ***** City of South San Francisco Printed on 11/17/2016Page 2 of 2 powered by Legistar™ EXHIBIT A EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT by and amongst HISENSE REAL ESTATE (USA), LLC, SOUTH SAN FRANCISCO SUCCESSOR AGENCY, and CITY OF SOUTH SAN FRANCISCO HISENSE DRAFT 10-24-16 EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 -1- THIS EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT (this “Agreement” or “ENRA”) is entered into by and between the SOUTH SAN FRANCISCO SUCCESSOR AGENCY, a public agency (“Agency”), HISENSE REAL ESTATE (USA), LLC, a California limited liability company (“Developer”), and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation (“City”), dated as of November 22, 2016 (the “Effective Date”), which is the date this Agreement was approved by the South San Francisco Oversight Board (“Oversight Board”). Agency, Developer, and City are each referred to as “Party” or collectively referred to as the “Parties.” WHEREAS, the Agency is the owner of certain property certain real property (the “Property”) located in the City of South San Francisco, California, known as County Assessor’s Parcel Numbers (“APN”) 012-334-130 (200 Linden Avenue), 012-334-160 (216 Baden Avenue), 012-334-040 and 012-334-030 (212 Baden Avenue), as more particularly described in Exhibit A attached hereto and incorporated herein by this reference; and, WHEREAS, the Property was transferred from the City of South San Francisco to the Agency pursuant to Grant Deeds recorded on March 11, 2011 ; and, WHEREAS, on June 29, 2011 the legislature of the State of California (the “State”) adopted Assembly Bill x1 26 (“AB 26”), which amended provisions of the Redevelopment Law; and, WHEREAS, pursuant to AB 26 and the California Supreme Court decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., which upheld AB 26 (together with AB 1484, the “Dissolution Law”), the Agency was dissolved on February 1, 2012; and, WHEREAS, pursuant to the Dissolution Law, the Agency has prepared and the Oversight Board and DOF has approved a Long Range Property Management Plan (“LRPMP”); and, WHEREAS, the Parties acknowledge that it is the intention of the Agency and the City, following execution of the Master Agreement for Taxing Entity Compensation by all Taxing Entities, that the Agency will transfer the Property to the City, pursuant to the provisions of the LRPMP; and, WHEREAS, the Agency ,and ultimately, the City, are interested in selling the Property to Developer contingent upon Developer supplying a Letter of Interest (“LOI”), preparing all appropriate environmental review documents, and applying for land use entitlements from the City and if such entitlements are granted constructing approximately 87 multi-family residential units (“Project”) on the Property; and, WHEREAS, Developer anticipates expending funds to prepare environmental review documents, architectural and design drawings and conduct certain studies that are needed to assess the feasibility of the Project, consistent with the Downtown Station Area Plan (“DSA”), Environmental Impact Report (“EIR”) and Rezoning (“Rezoning”), and requires a grant of exclusive negotiating rights in order to be willing to make such expenditures; and EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 WHEREAS, at its meeting on November 7, 2016 the Agency and City approved this Agreement and directed staff to negotiate a Purchase and Sale Agreement (“Purchase Agreement”) for the Property with Developer; and WHEREAS, the Oversight Board approved the sale price contained within this Agreement on ______________, 2016. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. Good Faith Efforts to Negotiate. The Parties will use their best efforts to successfully negotiate (i) a Purchase Agreement which will describe the terms and conditions governing the purchase of the Property by Developer, and (ii) a Development Agreement between the City and Developer that will set forth requirements and entitlements for the Project. The Parties will diligently and in good faith pursue such negotiations. Furthermore, the Parties will use their best efforts to obtain any third-party consent, authorization, approval, or exemption required in connection with the transactions contemplated hereby. This Agreement does not impose a binding obligation on Agency to convey any interest in the Property to Developer, nor does it obligate City to grant any approvals or authorizations required for the Property or any project or improvements constructed thereon. a. If Developer has not continued to negotiate diligently and in good faith, Agency will give written notice thereof to Developer who will then have ten (10) business days to commence negotiating in good faith. Following the failure of Developer to thereafter commence negotiating in good faith within such ten (10) business day period, this Agreement may be terminated by Agency. If this Agreement is terminated by Agency pursuant to the above sentence, Developer acknowledges and agrees that Agency will suffer damages, including lost opportunities to pursue other development alternatives for the Property and delayed receipt of property tax revenues from the Property, and that it is impracticable and infeasible to fix the actual amount of such damages. Therefore, the Parties agree that if this Agreement is terminated as provided above, Agency will retain fifty thousand dollars ($50,000) of the Payment (as defined in Section 5 of this Agreement, infra), plus any interest thereon, as fixed and liquidated damages and not as a penalty, and following such termination neither Party will have any further rights against or liability to the other under this Agreement. b. If Agency has not continued to negotiate diligently and in good faith, Developer will give written notice thereof to Agency which will then have ten (10) business days to commence negotiating in good faith. Following the failure of Agency to thereafter commence negotiating in good faith within such ten (10) business-day period, this Agreement may be terminated by Developer. In the event of such termination by Developer, Agency will return one hundred (100) percent of the Payment to Developer in accordance with the provisions of Section 5 of this Agreement, and neither Party will have any further rights against or liability to the other under this Agreement. EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 c. If, notwithstanding Agency's and Developer's mutual diligent, good faith negotiations, the Parties have not entered into a Purchase Agreement on or before expiration of the Term of this Agreement (as defined in Section 3 of this Agreement) or any extension thereof, Agency will return the Payment to Developer in accordance with the provisions of Section 5 of this Agreement, and neither Party will have any further rights against or liability to the other under this Agreement. d. If performance of this Agreement results in execution of a Purchase Agreement, the Agency will apply any unused portion of the Payment to either the agreed- upon deposit or purchase price requirement of the Purchase Agreement. 2. Developer’s Exclusive Right to Negotiate With Agency. Agency agrees that it will not, during the term of this Agreement, directly or indirectly, through any officer, employee, agent, or otherwise, solicit, initiate or encourage the submission of bids, offers or proposals by any person or entity with respect to the acquisition of any interest in the Property or the development of the Property, and Agency will not engage any broker, financial adviser or consultant to initiate or encourage proposals or offers from other parties with respect to the disposition or development of the Property or any portion thereof. Furthermore, Agency will not, directly or indirectly, through any officer, employee, agent or otherwise, engage in negotiations concerning any such transaction with, or provide information to, any person other than Developer and its representatives with a view to engaging, or preparing to engage, that person with respect to the disposition or development of the Property or any portion thereof. 3. Term. a. The term of this Agreement (“Term”) commences on the Effective Date, and will terminate seven (7) months from the Effective Date, unless extended or earlier terminated as provided herein. b. Developer and the Agency agree to the Schedule of Performance that is attached hereto as Exhibit B. c. During the Negotiating Period Developer shall conduct due diligence activities, including but not limited to preparation of Planning Application, soils report, hazardous materials report, financial feasibility and title adequacy. d. During the Term, Developer will provide Agency with progress reports a minimum of every sixty (60) days with respect to Developer’s due diligence review of the Property, commencement of environmental requirements under CEQA, preparation of architecture and construction plans, and general progress toward development of the Property. e. The Term of this Agreement may be extended for up to a maximum of sixty (60) additional days upon the payment by Developer of twenty five thousand dollars ($25,000). The Agency shall not have any discretion to deny or refuse this extension EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 upon receipt of the payment, but rather the extension shall be mandatory upon such payment. 4. Relationship of the Parties. Nothing in this Agreement creates between the Parties the relationship of lessor and lessee, of buyer and seller, or of partners or joint venturers. 5. Payment for Agency Costs. a. In consideration for this Agreement and the costs the Agency has and will incur in furtherance of this Agreement and the negotiation of the Purchase Agreement, Developer will, within five (5) days of the Effective Date, submit to Agency a good faith deposit (“Payment”) in the amount of Three Hundred Thousand Dollars ($300,000) in immediately available funds. Agency will deposit the Payment in an interest bearing account of the Agency and any interest, when received by Agency, will become part of the Payment.. b. This $300,000 Payment will consist of a non-refundable $15,000 ENRA fee, and a refundable $35,000 as security for the Agency’s costs. The remaining $250,000 shall be fully refundable without deduction for costs, although a partial deduction may be made for damages as provided in Section 1(a) of this Agreement. The $15,000 fee will compensate the Agency for staff costs to implement the Agreement. Costs that may be covered by the $35,000 security will be determined in good faith by negotiation between the Parties. c. Agency agrees to account for deposit, interest earnings, and any expenditures made related to the execution of this Agreement consistent with all reporting requirements of the DOF. The Agency will notify the Developer of the identity, qualifications, scope of work, and budget for any third party consultants that the Agency wishes to pay for out of the $35,000 costs security deposit, prior to authorizing work under any contract with such third party. The Agency will provide Developer a written account of such proposed payments, including copies of any third party invoices under approved scopes of work (not including any information subject to attorney client privilege). d. Any amount remaining from the Payment after expiration of the Term of this Agreement or execution of a Purchase Agreement, whichever comes first, and taking into account expenditures authorized by Section 5(b) above, will be disposed of as provided in Section 1 of this Agreement. e. In addition to Agency’s costs discussed herein, Developer shall be subject to all applicable fees imposed by the City for processing land use entitlements as set forth in the City’s current adopted Master Fee Schedule and any applicable cost recovery and indemnification agreements. 6. Terms and Conditions of the Purchase Agreement. EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 The Parties agree to use their best efforts to successfully negotiate a Purchase Agreement including, but not limited to, the lease terms, rental payments, terms of the purchase and the option price. The Parties agree the terms shall be generally based on those set forth herein and in Exhibit C and Exhibit D attached hereto and incorporated herein by this reference. 7. Developer’s Studies; Right of Entry. a. During the Term of this Agreement, Developer will use its best efforts to prepare, at Developer’s expense, any studies, surveys, plans, specifications and reports (“Developer’s Studies”) Developer deems necessary or desirable in Developer’s sole discretion, to complete its due diligence for the Property. Developer’s Studies may include, without limitation, title investigation, marketing, feasibility, soils, seismic and environmental studies, financial feasibility analyses and design studies. The Developer will have rights of access to the Property to prepare the Developer’s Studies. b. The Developer and its consultants shall have the right to enter upon the Property during normal business hours to conduct investigations in accordance with this Agreement. In connection with such entry and investigation, the Developer shall: (i) give the Agency and City, or its designee at least 48 hours’ advance notice; (ii) repair and restore any damage Developer may cause; and (iii) carry liability insurance covering the right of entry naming the City as an additional insured. c. Developer will provide the Agency with work plans, drawings, and descriptions of any intrusive sampling it intends to do. Developer must keep the Property in a safe condition during its entry. Developer shall repair, restore and return the Property to its condition immediately preceding Developer’s entry thereon at Developer’s sole expense. d. Without limiting any other indemnity provisions set forth in this Agreement, Developer shall indemnify, defend (with counsel approved by Agency) and hold the Agency, its officials, officers, employees, consultants, contractors and volunteers ("Agency Indemnitees") harmless from and against all claims resulting from or arising in connection with entry upon the Property by Developer or Developer’s agents, employees, consultants, contractors or subcontractors pursuant to this Section 7; provided however, Developer will have no indemnification obligation with respect to the gross negligence or willful misconduct of any Agency Indemnitees. Developer’s indemnification obligations set forth in this Section 7 shall survive the termination of this Agreement and shall apply to any claims filed against the Agency within eighteen months of termination of this Agreement. e. If upon expiration of the Term of this Agreement the Parties have not successfully negotiated a Purchase Agreement, Developer will provide Agency within fifteen (15) days following said date of expiration copies of the Developer’s Studies completed by such date, not including the intellectual property of Developer, provided that the Agency first delivers to Developer payment in full for all of Developer’s actual costs paid to vendors who prepared these Developer’s Studies. EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 Developer will also provide Agency with copies of any Developer’s Studies completed after the expiration of the Term within fifteen (15) days following completion of such studies, or if Developer intends not to complete any Developer Studies, Developer will provide Agency with copies of such uncompleted studies, again provided that the Agency first delivers to Developer payment in full for all of Developer’s actual costs paid to vendors who prepared these Developer’s Studies. f. Letter of Interest. Within one hundred and eighty days (180) following the Effective Date, Developer will provide Agency with a LOI from retail tenants for the occupation of some or all of the ground floor commercial space. 8. Agency’s Reports and Studies. Within twenty (20) days following the Effective Date, Agency will make available to Developer for review or copying at Developer’s expense all nonprivileged studies, surveys, plans, specifications, reports, and other documents with respect to the Property that Agency has in its possession or control, which have not already been provided. Studies or documents prepared by Agency and its agents solely for the purpose of negotiating the terms of a Purchase Agreement are not required to be provided by Agency to Developer and are excluded from this requirement 9. Developer’s Pro Forma, Evidence of Financing and Schedule for Conveyance of Property Following Potential Approval of a Purchase Agreement. At least 45 days prior to Agency consideration of the Purchase Agreement, Developer will provide Agency with a pro forma for the Project that confirms the financial feasibility of Developer’s proposed development of the Property and planned financing for the Project. The parties agree that the Purchase Agreement will contain language that provides that not later than forty-five (45) days prior to conveyance of the Property, Developer will provide evidence satisfactory to Agency that Developer has secured binding commitments, subject only to commercially reasonable conditions, for all funding necessary for the successful purchase of the Property and completion of the Project, it being understood and agreed that such satisfactory funding evidence shall include, without intending limitation, funds held in reputable banks located outside the United States of America. 10. Full Disclosure. Developer is required to make full disclosure to Agency of its principals; officers; major stockholders, partners or members; joint venturers; negotiators; development managers; consultants and directly involved managerial employees (collectively, “Developer Parties”); and all other material information concerning Developer. Any change in the identity of the Developer Parties will be subject to the approval of Agency, which will not be unreasonably withheld. Developer will make and maintain full disclosure to Agency of its methods of financing to be used in the acquisition and development of the Property. 11. Periodic Reporting to Governing Bodies. Agency will report periodically to the Agency Board and/or the Oversight Board of the Successor Agency on the status of negotiations, and Developer may be asked to attend such meetings to provide those bodies with a status update of their development efforts related to this Agreement. 12. Reserved. EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 13. Confidentiality; Dissemination of Information. To the extent permitted by law, during the term of this Agreement, each Party will obtain the consent of the other Party prior to issuing or permitting any of its officers, employees or agents to issue any press release or other information to the press with respect to this Agreement; provided however, no Party will be prohibited from supplying any information to its representatives, agents, attorneys, advisors, financing sources and others to the extent necessary to accomplish the activities contemplated hereby so long as such representatives, agents, attorneys, advisors, financing sources and others are made aware of the terms of this Section. Nothing contained in this Agreement will prevent either Party at any time from furnishing any required information to any governmental entity or authority pursuant to a legal requirement or from complying with its legal or contractual obligations. 14. Execution of Purchase Agreement. The Agency has no legal obligation to grant any approvals or authorizations for the sale of the Property or any development thereon until the Purchase Agreement has been approved by the Agency, the South San Francisco Oversight Board and the California Department of Finance, if necessary. Such consideration and potential approval shall not occur until the Agency has completed, considered and certified/approved any required CEQA environmental review documents. 15. Transfer of the Property from the Agency to the City. The Parties acknowledge that it is the intention of the Agency and the City, following execution of the Master Agreement Master Agreement for Taxing Entity Compensation by all of the Taxing Entities, that the Agency will transfer all rights, title and interest Agency has in the Property to the City, pursuant to the provisions of the LRPMP. If such a transfer is accomplished during the Term of this Agreement, all references to Agency in this Agreement shall be replaced with City and City shall assume all rights and obligations previously assigned to Agency under this Agreement. 16. Termination. a. This Agreement may be terminated at any time by mutual consent of the Parties. b. Agency will have the right to terminate this Agreement upon its good faith determination that Developer is not proceeding diligently and in good faith to carry out its obligations pursuant to this Agreement. Agency will exercise such right in accordance with the provisions set forth in Section 1 of this Agreement. c. Developer will have the right to terminate this Agreement, in accordance with the provisions set forth in Section 1 of this Agreement, if the results of its investigation of the Property are unsatisfactory, in Developer’s sole and absolute discretion, with respect to Developer’s desired development activities or if Developer is unable to obtain other necessary approvals, rights or interests. d. Neither Party will have the right to seek an award of damages as a result of the termination of this Agreement pursuant to this Section. 17. Effect of Termination. Upon termination as provided herein, or upon the expiration of the Term and any extensions thereof without the Parties having successfully negotiated a EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 Purchase Agreement, this Agreement will forthwith be void, and there will be no further liability or obligation on the part of either of the Parties or their respective officers, employees, agents or other representatives; provided however, the provisions of Section 13 (Confidentiality; Dissemination of Information), Section 19 (Indemnification), and Section 23 (Brokers) will survive such termination. Provided further, that upon termination or expiration of this Agreement without the Parties having successfully negotiated a Purchase Agreement, Developer will deliver to Agency all of the Developer’s Studies pursuant to the provisions of Section 7 of this Agreement, including the condition stated in Section 7 that the Agency must pay Developer for its actual costs in obtaining those Studies before Developer is obligated to deliver them to Agency 18. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement will be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices will be sent by any one or more of the following methods: a. Personal delivery, in which case notice is effective upon delivery; b. Certified or registered mail, return receipt requested, in which case notice will be deemed delivered on receipt if delivery is confirmed by a return receipt; c. Nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; d. Email transmission to the email addresses noted below, in which case notice will be deemed delivered upon transmittal, provided that a duplicate hard copy of the email is promptly delivered by first-class or certified mail or by overnight delivery. Agency/City: South San Francisco Successor Agency 400 Grand Avenue South San Francisco, CA 94080 Attn: Agency Executive Director Tel (650) 877-8501 Email: [email protected] cc: [email protected] with a copy to: Meyers Nave Attn: Jason Rosenberg 575 Market Street, Suite 2080 San Francisco, CA 94105 Tel (415) 421-3711 Email: [email protected] Developer: EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 Hisense Real Estate (USA), LLC. 235 Grand Ave #203 South San Francisco, CA 94080 Attention: Kenneth Cui Telephone: (650) 873-2738 Email: [email protected] with a copy to: James Braden Law Offices 44 Montgomery Street, Suite 1210 San Francisco, CA 94104 Attention: James M. Braden Telephone: (415) 398-6865 Email: [email protected] 19. Indemnification. Developer hereby covenants, on behalf of itself and its permitted successors and assigns, to indemnify, hold harmless and defend the Agency and the City of South San Francisco and their elected and appointed officials, officers, agents, representatives and employees (“Indemnitees”) from and against all claims, costs (including without limitation reasonable attorneys’ fees and litigation costs) and liability, arising out of or in connection with this Agreement and/or arising out of or in connection with the Developer’s access to and entry on the Property pursuant to Section 7 of this Agreement; provided however, Developer will have no indemnification obligation with respect to the gross negligence or willful misconduct of any Indemnitee. 20. Severability. If any term or provision of this Agreement or the application thereof will, to any extent, be held to be invalid or unenforceable, such term or provision will be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions of this Agreement or the application of such terms and provisions to circumstances other than those as to which it is held invalid or unenforceable unless an essential purpose of this Agreement would be defeated by loss of the invalid or unenforceable provision. 21. Entire Agreement; Amendments In Writing; Counterparts. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral and written, between the Parties with respect to such subject matter. This Agreement may be amended only by a written instrument executed by the Parties or their successors in interest. This Agreement may be executed in multiple counterparts, each of which will be an original and all of which together will constitute one agreement. 22. Successors and Assigns; No Third-Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided however, that neither Party will transfer or assign any of such Party’s rights hereunder by operation of law or otherwise without the prior written consent of the other Party, and any such transfer or assignment without such consent will be void. Notwithstanding the foregoing, Developer is permitted to assign this Agreement without EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 such written consent, provided that Developer assigns this Agreement to (i) an entity that is wholly controlled by Developer, or (ii) an entity in which the Developer is a member and has day to day management responsibilities for such entity. Subject to the immediately preceding sentence, this Agreement is not intended to benefit, and will not run to the benefit of or be enforceable by, any other person or entity other than the Parties and their permitted successors and assigns. 23. Brokers. Each Party warrants and represents to the other that no brokers have been retained or consulted in connection with this transaction. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The terms of this Section will survive the expiration or earlier termination of this Agreement. 24. Approvals. Unless otherwise provided in this Agreement, the Agency Executive Director will be authorized to enter into all written approvals, consents or waivers by the Agency without further authorization by the Agency Board. Nothing herein, however, will be deemed to prevent the Agency Executive Director from requesting formal approval by the Agency Board if the Agency Executive Director, in his or her sole discretion, determines to seek such approval. 25. Captions. The captions of the sections and articles of this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions hereof. 26. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California. 27. Dispute Resolution. Any controversy, dispute or claim related to or arising from this Agreement or in any way arising from the dealings of the parties with one another, shall be resolved by the following steps in the following sequence: (A) By non-binding Mediation before, and in accordance with the rules of, the Judicial Arbitration and Mediation Services ("JAMS"), conducted by a retired Judge, with exclusive venue in San Francisco, California and in no other place. (B) If that Mediation fails to resolve the dispute, then by binding Arbitration before, and in accordance with the rules of, JAMS, conducted by a retired Judge, with exclusive venue in San Francisco, California and in no other place. In any such arbitration, the prevailing party shall be entitled to an award of reasonable attorney's fees and costs. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 AGENCY By: _______________________________ Mike Futrell Agency Executive Director ATTEST: By: _______________________________ Agency Clerk APPROVED AS TO FORM: By: _______________________________ Jason Rosenberg Agency Counsel CITY By: _______________________________ Mike Futrell City Manager ATTEST: By: _______________________________ City Clerk APPROVED AS TO FORM: By: _______________________________ Jason Rosenberg City Attorney DEVELOPER By: _______________________________ Developer representative name: APPROVED AS TO FORM: By: _______________________________ James M. Braden Attorney Developer EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 EXHIBIT A PROPERTY The land referred to is situated in the County of San Mateo, City of South San Francisco, State of California, and is described as follows: PARCEL ONE: Lot 8, Block 140, as delineated upon that certain Map entitled "South San Francisco, San Mateo County, California", filed for record in the office of the Recorder of the County of San Mateo, State of California, on March 1st, 1892 in Book "B" of Maps, at Page 6, and a copy entered in Book 2 of Maps at Page 52. APN: 012-334-030 JPN: 012-033-334-03 PARCEL TWO: Lots 6 and 7, Block 140, as delineated upon that certain Map entitled "South San Francisco, San Mateo County, California", filed for record in the office of the Recorder of the County of San Mateo, State of California, on March 1st, 1892 in Book "B" of Maps, at Page 6, and a copy entered in Book 2 of Maps at Page 52. APN: 012-334-040 JPN: 012-033-334-04 PARCEL THREE: Lots 11, 12, 13 and 14 in Block 140, as shown on that certain Map entitled "South San Francisco, San Mateo Co. Cal., Plat No. 1", filed for record in the office of the Recorder of the County of San Mateo on March 1, 1892 in Book "B" of Maps, at Page 6, and copied into Book 2 of Maps at Page 52. APN: 012-334-130 JPN: 012-033-334-13 PARCEL FOUR: Lots 9 and 10 in Block 140, as shown on that certain Map entitled "South San Francisco San Mateo Co. Cal. Plat No. 1", filed in the office of the County Recorder of San Mateo County, State of California, on March 1, 1892, in Book "B" of Maps, at Page 6 and copied into Book 2 of Maps, at Page 52. APN: 012-334-160 JPN: 012-033-334-16 EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 EXHIBIT B SCHEDULE OF PERFORMANCE Oversight Board Meeting – ENRA Approved November 22, 2016 ENRA signed by all Parties November 23, 2016 Expiration of seven (7) Month Exclusive Negotiating Period for Purchase and Sale Agreement June 23, 2017 Additional 60 day administrative extension (if necessary) August 22, 2017 EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 EXHIBIT C DEVELOPMENT PROPOSAL Criteria Hisense Terms Land Purchase Price Offered $3,500,000 Deposit $300,000 Prevailing Wages for Construction Yes Property APNs  012-334-130  012-334-160  012-334-040  012-334-030 Development Type Condominium housing with ground floor commercial. Proposed Number of Units 87 Total units Unit Size Composition  12 One-bedroom, one bathroom  40 Two-bedroom, one bathroom  25 Two bedroom, two bathroom  10 Three-bedroom, two bathroom Affordable Units 20% BMR would be required as per the City’s Inclusionary Housing Ordinance (17 units) Retail Space Ground Floor commercial including a drug store Project Amenities To be determined Parking 102 parking spaces Developer’s Equity Stake 100% Project Entitlement/ Purchase Agreement Consideration and Construction Period  10 months for entitlements  Spring 2018  12 months for construction Project Phasing To be confirmed in ENRA period EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 Offsite Public Improvements Make a contribution in an amount to be determined during negotiation of Purchase Agreement for offsite improvements (which will also be identified during project entitlement process and Purchase Agreement). EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT HISENSE REV. 11-3-16 EXHIBIT D Term Sheet for 200 Linden Avenue Exclusive Negotiating Rights Agreement (ENRA) Term Sheet  Deposit Terms: $300,000 Date: within five days after ENRA execution (November 28, 2016) Payment: City’s bank account (title company is an option) Refundability: $ 250,000 refundable if City terminates any and all agreements due to developer non-performance. $ 300,000 (full amount) refundable if developer terminates any and all agreements due to City non-performance  ENRA term: Seven months with one 60 day extension obtainable  Payment of a further $ 25,000  Project schedule: Prior to ENRA expiration. Developer to submit project schedule delineating pre-development phases through completion of construction drawings. Subsequent phases estimating key milestones through completion of construction should also be reflected.  Corporate structure/development team to be confirmed.  Financing and equity.  Owner occupancy consistent w/Fannie Mae and Freddie Mac guidelines.  Ground floor retail: Good Faith Efforts-broker to secure LOI’s from the desired tenants within 180 days of ENRA execution (e.g. Walgreen’s or small market). Additionally, restaurants or other retail tenant types can be included in the preferred categories. Personal and financial services commercial uses may be prohibited. Developer to provide retail progress reports every 60 days delineating tenants contacted, their contact information and outcome of contact.  35% of concept drawings to be completed by ENRA expiration.  Planning entitlement application to be submitted to Planning by ENRA expiration.  Purchase and Sale Agreement finalized.  Draft Pro-forma submission ahead of ENRA expiration. 2723861.2