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Home My WebLink About2015-11-18 e-packet@6:00 JOINT SPECIAL �Hai'- ca 11 MEETING CITY COUNCIL ZIP0 AND SUCCESSOR AGENCY OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: CITY HALL CONFERENCE ROOM 400 GRAND AVENUE SOUTH SAN FRANCISCO, CA WEDNESDAY, NOVEMBER 18, 2015 6:00 P.M. NOTICE IS HEREBY GIVEN,pursuant to Section 54956 of the Government Code of the State of California, the Successor Agency to the former Redevelopment Agency of the City of South San Francisco and the City Council of the City of South San Francisco will hold a Special Meeting on Wednesday,the 1 8th day of November,2015,at 6:00 P'.M.,in the City Hall Conference Room,400 Grand Avenue, South San Francisco, California. Purpose of the meeting: I. Call to Order. 2, Roll Call. 3. Public Comments—comments are limited to items on the Special Meeting Agenda. 4. Agenda Review. CONSENT 5. Resolution recommending the South San Francisco Oversight Board adopt a resolution approving an Amendment to the Exclusive Negotiating Rights agreement ("ENRA") with Miller Cypress, LLC, authorizing a 90 day extension. (Alex Greenwood, Director of Economic and Community Development). CONSENT- SUCCESSOR AGENCY ONLY: 6. Motion to cancel the Regular Successor Agency Meeting of December 23, 2015. CLOSED SESSION 7. Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Properties: 201-219 Grand Avenue(APN. 012-316-110,012-316-100,and 1712-316- 090) and 418 Linden Avenue (APN: 012-314-010) Agency Negotiator: Alex Greenwood and Ron Gerber Negotiating Parties: Brookwood Equities, LLC.,the City of South San Francisco,and the Successor Agency to the Redevelopment Agency of the City of South San Francisco Under Negotiation: Price and terms for disposition of the property. (Alex Greenwood, Economic & Community Development Director and Jason Rosenberg, City Attorney), CITY COUNCIL ONLY, 8. CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION (Paragraph (1) of subdivision (d) of Section 54956.9) Name of case: Matthew McNichol v. City of South San Francisco, Workers' Compensation Appeals Board Case Numbers ADJ9447693; ADJ9447695 ADJOURNMENT (y �Ita'M+71 y lark JOINT SPECIAL CITY COUNCIL AND SUCCESSOR AGENCY NOVEMBER 18,2015 MEETING AGENDA PAGE 2 s Successor Agency to the Redevelopment Agency Staff Report DATE: November 18, 2015 TO: Chair and Successor Agency Board FROM: Alex Greenwood, Director of Economic and Community Development SUBJECT: A RESOLUTION RECOMMENDING THE SOUTH SAN FRANCISCO OVERSIGHT BOARD APPROVE AN AMENDMENT TO THE ENRA WITH MILLER CYPRESS, LLC AUTHORIZING A 90 DAY EXTENSION RECOMMENDATION Staff recommends that the Successor Agency recommend that the Oversight Board approve an amendment to the Exclusive Negotiating Agreement (ENRA) with Miller Cypress, LLC authorizing a 90 day extension. BACKGROUND/DISCUS SION The Successor Agency entered into an Exclusive Negotiating Rights Agreement (ENRA) with Miller Cypress SSF, LLC ("Developer") on September 8, 2014, in order to negotiate a purchase agreement for the former Ford Dealership site (-Property"). Section 3 of the ENRA provides for an initial eight (8) month term. Section 3(d) allows for up to a ninety (90) day extension of that term upon mutual agreement of the Successor Agency and Developer with the understanding that the Executive Director of the Successor Agency will only consider such extension if the Developer has demonstrated substantial progress towards the development of the Property. The Successor Agency and Developer have been engaged in diligent, good faith efforts to negotiate the disposition of the Property. However, the negotiations have been delayed while the Department of Finance reviewed the Long Range Property Management Plan ("LRPMP"). The LRPMP was finally approved on October 1, 2015, and now the parties can proceed with the disposition of the Property. In light of the substantial progress that has been made, the parties agreed to a 90 day extension of the ENRA pursuant to Section 3(d). This extension is set to expire on December 27, 2015, As previously reported to the Successor Agency Board on September 9"' and November 4`t'' has reached the final stages of ENRA negotiations with the Developer. However, in order to negotiate the final stages and to obtain approval from the necessary governing and oversight bodies, the parties require additional time. Consequently, the parties wish to amend the ENRA to provide for an additional 90 day extension period, bringing the total maximum extension time to ISO days. Developer has worked diligently to refine the designs of the project, secure 100% financing, and resolve other logistics and project issues. Within days after LRPMP approval, Developer submitted their planning application to the City. In light of the substantial progress that has been made and the continuing good faith efforts to finalize the disposition, Staff is recommending that the Successor Agency recommend that the Oversight Board approve the amendment to the ENRA. This will allow the Developer to maintain their STAFF REPORT SUBJECT: A RESOLUTION RECOMMENDING THE SOUTH SAN FRANCISCO OVERSIGHT BOARD APPROVE AN AMENDMENT TO THE ENRA WITH MILLER CYPRESS, LLC AUTHORIZING A 90 DAY EXTENSION DATE: November 18, 2015 Page 2 of 2 exclusive negotiating status with the Successor Agency - which is critical to the Developer securing equity and financing for the project -while seeking the necessary approvals and drafting the final documents. CONCLUSION Staff recommends that the Successor Agency recommend that the Oversight Board approve an amendment to the Exclusive Negotiating Agreement (ENRA) with Miller Cypress, LLC authorizing a 90 day extension. By Approved: 'Alex Greenwood Mike Futrell Director of Economic and Community Executive Director Development Attachments: Resolution Exhibit A. to Resolution--First Amendment to the ENRA Map of Ford Properties Project Rendering and Surface Parking Landscape Imagery 2550089.1 RESOLUTION NO. SUCCESSOR AGENCY TO THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY A RESOLUTION RECOMMENDING THE SOUTH SAN FRANCISCO OVERSIGHT BOARD ADOPT A RESOLUTION APPROVING AN AMENDMENT TO THE EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT WITH MILLER-CYPRESS SSF,LLC AUTHORIZING A 90 DAY EXTENSION WHEREAS, the Successor Agency is the owner of certain real property (the "Property") located in the City of South San Francisco, California, known as County Assessor's Parcel Numbers 012-317-110 (401 Airport Boulevard), 012-317-100 (411 Airport Boulevard), 012-317-090 (421 Airport Boulevard), 012-318-030 (315 Airport Boulevard), 012-314-100 (405 Cypress Avenue), and 012-314-220( 216 Miller Avenue parking lot); and WHEREAS, on September 8, 2014, the Successor Agency (the "Successor Agency") entered into an Exclusive Negotiating Rights Agreement with Miller-Cypress SSF, LLC ("Developer") in order to negotiate a purchase agreement ("Purchase Agreement") whereby Developer would purchase the Property; and WHEREAS, before:the Successor Agency could convey the Property to Developer, the California Department of Finance ("DOF") had to approve the Successor Agency's Long Range Property Management Plan ("I.PPMP) and authorize a process for the conveyance; and WHEREAS,the Successor Agency and Developer have been engaged in diligent, good faith efforts to negotiate a.Purchase Agreement for the purchase of the Property by Developer-, and WHEREAS,the negotiation of the Purchase Agreement has been delayed while the DOF was reviewing the LRPMP; and WHEREAS, the DOF approved the LRPMP on October 1 2015, and the Parties can now proceed with the negotiation of the Purchase Agreement; and WHEREAS,the Successor Agency and Developer desire to amend the ENRA to provide for a ninety (90) day extension in order to continue negotiations. NOW THEREFORE, BE IT RESOLVED that the Successor Agency to the Redevelopment Agency for the City of South San Francisco hereby recommends that the Oversight Board approve the First Amendment to the Exclusive Negotiating Rights Agreement with Miller-Cypress SSF, LLC, attached hereto as Exhibit A and incorporated herein, 1 BE IT FURTHER RESOLVED that the Successor Agency recommends that the Oversight Board authorise and direct the Executive Director of the Successor Agency to execute the Amendment on behalf of the Successor Agency, in substantially the same form attached hereto, and subject to approval as to form by Successor Agency Counsel, and to take any other action consistent with the intent of this Resolution. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Successor Agency to the Redevelopment Agency of the City of South San Francisco at a special meeting held on the 18"' day of Novertiber, 2015 by the following vote: AYES: WOES:. ABSTAIN: ABSENT: ATTEST: Clerk 2. EXHIBIT A FIRST AMENDMENT TO THE ENRA 2549939.1 3 P4 FIRST AMENDMENT TO THE EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO AND MILLER-CYPRESS SST, LLC THIS FIRST AMENDMENT TO THE EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT is made in the City of South San Francisco,, California, as of November_, 2015 by and between THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO ("Successor Agency") and MILLER-CYPRESS SSF, LLC ("Developer"), (sometimes referred together as the"Parties"), who agree as follows: RECITALS WHEREAS,the Successor Agency is the owner of certain real property (the"Property")located in the City of South San Francisco, California,known as County.Assessor's Parcel Numbers 012-317- 110 (401 Airport Boulevard), 012-317-100 (411 Airport Boulevard), 012-317-090 (421 Airport Boulevard),012-318-030 (315 Airport Boulevard),012-314-100 (405 Cypress Avenue),and 012-314-22 0(216 Miller Avenue parking lot); 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 Redevelop, ml Associatim, et al. i). Ayia Alatosayiios, el al.,which upheld AB 26 (together with .AB 1484, the "Dissolution Law"), the Redevelopment Agency of the City of South San Francisco was dissolved on February 1, 2012; and WHEREAS,pursuant to the Dissolution Law,the Successor Agency prepared and the Oversight Board of the Successor Agency approved a Long Range Property Management Plan ("LRPMP") that was submitted to the California Department of Finance ("DOF"); and WHEREAS, the Successor Agency and Developer entered into the Exclusive Negotiating Rights .Agreement ("ENRA") on September 8, 2,014 in order to negotiate a purchase agreement ("Purchase Agreement") whereby Developer would purchase the Property, such ENRA is attached hereto and incorporated herein as Exhibit A; and WHEREAS,before the Successor Agency could convey the Property to Developer,the DOF had to approve the LRPMP and authorize a process for the conveyance; and WHEREAS,the Successor Agency and Developer have been engaged ira diligent,good faith efforts to negotiate a Purchase Agreement for the purchase of the Property by Developer; and WHEREAS, the negotiation of the Purchase Agreement has been delayed while the DOF was reviewing the LRPMP; and WHEREAS, the DOF approved the LRPMP on October 1,2015,and the Parties can now proceed with the negotiation of the Purchase Agreement-,, and WHEREAS, the Successor Agency and Developer desire to amend the ENRA to provide for a ninety (90) day extension in order to continue negotiations. P5 NOW,THEREFORE, for and in consideration of the promises and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,Successor Agency and Developer hereby agree as follows: 1. All terms which are defined in the ENRA shall have the same meaning when used in this Amendment,unless specifically provided herein to the contrary, 2. Section 3(d)of the ENRA shall be amended as follows with deletions in— ems and additions in italics: & The Term of this Agreement may be extended for up to a maximum of ffinet-y one hundred and eighty (94 180) additional days upon the mutual written agreement of Developer and Agency acting through and in the discretion of its Agency Executive Director, or his/her designee ("Agency Executive Director")and the payment by Developer of$25,000. Developer understands that the Agency will only consider an extension of the Tenn of this Agreement where Developer has demonstrated, to the Agency's satisfaction, substantial progress towards development of the Property, by submittal of a permit application, the receipt of any City required environmental review documents necessary to satisfy CEQA, submittal of architecture and construction plans, payment of any applicable processing and plan check fees or undergoing City review of any necessary land use entitlements including a development agreement. All other terms, conditions and provisions of the ENRA remain in full force and effect. If there is a conflict between the ten-ns of this Amendment and the ENRA, the terms of the ENRA will control unless specifically modified by this Amendment. [SIGNA TURES ON THE FOLLOWING PAGE] PG Dated: SUCCESSOR AGENCY DEVELOPER By: By: Mike Futrell (NAME) Executive Director (TITLE.) Approved as to Form: Attest: By: By: Successor Agency Counsel Clerk EXHIBIT A EXCLUSIVE NEGOTIATION FIGHT'S AGREEMENT 2549873.1 P8 t 3nNiAv xni NI NOVUVNVi cr , A —� UJ 0 K �^ C> LV LU F cc 7 � U fll 4 z � Y Y a aT v� L-j NI Hit v7 W a C P9 pag 'if r y INK,j u d ,m W c] d, f J UL � � ', it rr�j `�4�•' �k f� ' n e� o yy J ' J � r r Jr« PIG r s r "IU Rf %t E, c/dJ9 ',�h 'S '� IEA1 I rdalrJ'AYPd rl 'N�NNI f t �i r/lf;; r r 1 � f l r r �lhr phi % Ir r s ri I it //I 6i pl, 1 r r r rr �r� r �U>rrtlr/ � 1'lJ i n*c5 E`. r ,v7 va V ih ,lr — i _..._�_ ,o. ✓r1 �,a � r ��at "FF Fill ONE d� P 4 i r � a� E vi I ^� ]AV Xn1 c8 b 1 ca N; r P12 / l r i �arrd�F'ryWUVW N 4" 1.k �� UV hk P � i y s t� ,• nmmm :° ��;; Ham; '-k (. � kry 4f'p Successor Agency to the Redevelopment Agency LT.FO Staff Report DATE: November 18, 2015 TO: Chair and Successor Agency Board FROM: Mike Futrell, Executive Director SUBJECT: CANCELLATION OF TH E REGULAR SUCCESSOR AGENCY MEETING OF DECEMBER.23, 2015 RECOMMENDATION It is recommended that the City Council, by motion, cancel the regular Successor Agency meeting of December 23, 2015. CONCLUSION Cancellation of the December 23, 2015 Successor Agency meeting will not have an adverse effect on City business. By: , like Futrell '`Executive Director