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HomeMy WebLinkAbout2018-05-23 e-packet@6:00Wednesday, May 23, 2018 6:00 PM City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA Joint Special Meeting City Council and Successor Agency Special Meeting Agenda May 23, 2018Joint Special Meeting City Council and Successor Agency Special Meeting Agenda NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, that the Successor Agency to the City of South San Francisco Redevelopment Agency and the City Council will hold a Joint Special Meeting on Wednesday, May 23, 2018, at 6:00 p.m., in the Municipal Services Building, Council Chambers, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: Call to Order. Roll Call. Agenda Review. Public Comments - comments are limited to items on the Joint Special Meeting. ADMINISTRATIVE BUSINESS Report regarding the approval of the assignment of rights and obligations under the Development Agreement between the City of South San Francisco and Oyster Point Development, LLC and the Disposition and Development Agreement between the Successor Agency to the Redevelopment Agency of the City of South San Francisco and Oyster Point Development, LLC, respectively, from Oyster Point Development, LLC to KR Oyster Point Developer, LLC. (Alex Greenwood, ECD Director) 1. CLOSED SESSION Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Property: 200 Linden Avenue, 212 and 216 Baden Avenue Agency Negotiators: Alex Greenwood and Julie Barnard Negotiating Parties: City of South San Francisco, South San Francisco Successor Agency and Hisense REUS, LLC Under Negotiation: Price and Terms 2. Adjournment. Page 2 City of South San Francisco Printed on 8/31/2018 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:18-377 Agenda Date:5/23/2018 Version:1 Item #:1. Report regarding the approval of the assignment of rights and obligations under the Development Agreement between the City of South San Francisco and Oyster Point Development,LLC and the Disposition and Development Agreement between the Successor Agency to the Redevelopment Agency of the City of South San Francisco and Oyster Point Development,LLC,respectively,from Oyster Point Development,LLC to KR Oyster Point Developer, LLC.(Alex Greenwood, ECD Director) RECOMMENDATION Staff recommends that the City Council: 1.Approve,by motion,the Assignment of Rights and Obligations Agreement,pursuant to Article 11 of the Development Agreement by and between the City of South San Francisco and Oyster Point Development,LLC,which effectuates the assignment and assumption of all rights and obligations currently from Oyster Point Development, LLC to KR Oyster Point Developer, LLC; and Staff recommends that the Successor Agency: 2.Approve,by motion,Consent,Assignment and Assumption Agreement,pursuant to Article 3,Sections 8.4 and 8.5 of the Disposition and Development Agreement by and between the Successor Agency to the Redevelopment Agency of the City of South San Francisco and Oyster Point Development,LLC, which effectuates the assignment and assumption of all rights and obligations from Oyster Point Development, LLC to KR Oyster Point Developer, LLC. BACKGROUND In March 2011,the City of South San Francisco (City)and the former Redevelopment Agency of the City of South San Francisco (RDA)entered into a Development Agreement (DA)and a Disposition and Development Agreement (DDA),respectively,with Oyster Point Ventures,LLC (Original Developer)to form a public/private partnership to redevelop approximately 82 acres at Oyster Point.The DA and DDA are attached (Attachments 1 and 2,respectively).When the agreements were negotiated and executed in 2011,it was anticipated that the Original Developer,at some period in the future,might wish to transfer ownership and assign the various obligations and rights under the DA and DDA to other development entities. On May 13,2016,the Original Developer requested to assign all rights,responsibilities and ownership to a new developer,Oyster Point Development,LLC (Current Developer).The City Council and Successor Agency to the Redevelopment Agency of the City of South San Francisco (Successor Agency)approved the transfer of City of South San Francisco Printed on 5/17/2018Page 1 of 5 powered by Legistar™ File #:18-377 Agenda Date:5/23/2018 Version:1 Item #:1. the Redevelopment Agency of the City of South San Francisco (Successor Agency)approved the transfer of assignments to the Current Developer,Oyster Point Development,LLC,at its June 1,2016 Joint Special Meeting. DISCUSSION Since the assignment to the Current Developer,the City has transferred title to the property in accordance with the DA and DDA.Additionally,the Current Developer has begun work on what is known as Phase IC,which includes infrastructure and site work.On April 13,2018,the Current Developer formally requested to assign the DA and DDA to KR Oyster Point Developer,LLC (the letters requesting such assignments are included as Attachments 3 and 4). Ownership Structure of Transferee KR Oyster Point Developer,LLC is the transferee entity for the project under all rights and obligations conferred by the DDA and DA.KR Oyster Point Developer,LLC is a wholly-owned subsidiary of Kilroy Realty,LP (KRLP),a Delaware limited partnership,whose general partner is Kilroy Realty Corporation (Kilroy), a Real Estate Investment Trust (REIT) listed on the New York Stock Exchange. Under the DDA,KR Oyster Point Developer,LLC (Transferee)will retain a taxable REIT subsidiary entity to serve as the developer for the Successor Agency obligations under the DDA.Under the DA,the Transferee will be the master developer of the project.Kilroy will acquire the underlying fee interest in each of the project’s several phases in property-specific, wholly-owned subsidiaries of KRLP. Assignment Process Under the DA and DDA,before an assignment can occur,the transfer and assignment request must meet certain requirements and be approved by the City and the Successor Agency. Per Section 8.4 of the DDA,any assignment request to the Successor Agency must satisfy the following requirements: 8.4 Request for Approval;Notice.For any Transfer that requires Agency's approval,Developer shall notify Agency in writing of its request for consent,which notice shall include:(i)the proposed effective date of Transfer or assignment (which shall not be less than forty-five (45) days nor more than three hundred sixty-five (365)days after Developer's notice);(ii)the name and address of the proposed transferee;(iii)current,audited financial statements of the proposed transferee certified by an officer,partner,or owner thereof and any other relevant information pertaining to the proposed transferee's qualifications or financial capabilities,and development capacity that Agency may reasonably and timely request;and (iv)the instruments and other legal documents proposed to effect any Transfer of this Agreement,the Conveyed Property or interest therein.The transferee shall expressly assume all of the rights and obligations of the Developer under this Agreement arising after the effective date of the Transfer with respect to the property conveyed to the transferee and all obligations of Developer with respect thereto arising prior to the effective date of the Transfer (unless Developer expressly remains responsible for such City of South San Francisco Printed on 5/17/2018Page 2 of 5 powered by Legistar™ File #:18-377 Agenda Date:5/23/2018 Version:1 Item #:1. the effective date of the Transfer (unless Developer expressly remains responsible for such obligations,either in the applicable assignment documents or by virtue of its failure to obtain a release contemplated in Section 8.6.1)and shall agree to be subject to all other terms and conditions set forth in this Agreement. Provided that the assignment request meets these requirements,the Successor Agency can approve the transfer of the rights and obligations from the Current Developer to the Transferee.Additionally,when evaluating the transfer request,the Successor Agency shall look at the financial ability of the proposed transferee to own and develop the project and the experience of the proposed transferee (DDA, Section 8.5). In addition to the DDA requirements described above,the Transferee must also comply with requirements of the DA. Pursuant to Article 11 of the DA, the following is required: ·The Developer and the Transferee must enter into an Assignment of Rights and Obligations Agreement. ·The City has 45 days to respond to the request for consent.If the City fails to respond within 45 days, consent is deemed as granted. The Transfer request was forwarded to the City on April 13, 2018. ·The Transferee must submit to the City information describing their development experience and financial resources (Transferee Experience and Financial and Development Capacity of Transferee sections below address this requirement). Transferee Experience Kilroy Realty is a well-respected developer that has completed projects in the Bay Area representing more than $870 million in investment and more than 1.5 million square feet of development.Kilroy’s notable Bay Area developments include: ·Salesforce Corporate Headquarters (350 Mission, not to be confused with Salesforce Tower); ·Dropbox Exchange development in Mission Bay; ·LinkedIn/Apple project in Sunnyvale; and ·Box at Crossing 900 in Redwood City. In addition,Kilroy Realty has 5.6 million square feet of development in planning or construction.An overview of their experience is included as Attachment 5. Financial and Development Capacity of Transferee The City retained the services of an outside real estate and financial consulting firm,Economic &Planning Systems (EPS),to analyze the financial data provided by Kilroy Realty Corporation.EPS concluded that “Kilroy Realty is a strongly valued firm with substantial financial resources and net worth that would not likely add any significant risk to the Successor Agency and/or City from the transfer of the Oyster Point property associated with the financial solvency of the Transferee.”The financial due diligence assessment from EPS is included as Attachment 6. City of South San Francisco Printed on 5/17/2018Page 3 of 5 powered by Legistar™ File #:18-377 Agenda Date:5/23/2018 Version:1 Item #:1. Next Steps If the City and the Successor Agency approve the proposed Transfer of Developers and Assignment and Assumption Agreements,the new developer will assume all rights and obligations under the respective agreements.Under the DA/DDA,the Transferee will assume obligations of all phases of development,first with the commencement of the development of Phase I,consisting of 508,000 square feet of research and development (R&D) and/or office space, with associated infrastructure. Related to the construction project currently underway (Phase IC and IIC Cap Repair),the Developer’s construction management of the project will be subject to the Agreement for Development Management Services.The agreement was approved by City Council and the Successor Agency.It outlines the program management protocols that require City review and approval.It should be noted that project ownership change during construction is a risk.Potential risks that could impact project schedule and budget include compromised team performance given the need to build new professional relationships,application of project- specific program management protocols,and understanding of historical context and inherited decisions for the initial transition period.City staff will monitor and manage this risk through its role and responsibilities as outlined the Agreement for Development Management Services as well as regular construction coordination meetings with the Developer and Program Management team. FISCAL IMPACT There is currently no known fiscal impact to the City General Fund due to the assignment of rights and obligations of the DA from Oyster Point Development, LLC, to KR Oyster Point Developer, LLC. This is currently no known fiscal impact to the Successor Agency due to the assignment of rights and obligations of the DDA from Oyster Point Development, LLC, to KR Oyster Point Developer, LLC. All funding obligations by all parties remain consistent with the obligations described in both development agreements that were executed in March 2011. CONCLUSION Under the facts as discussed above,the Current Developer and Transferee have met all the requirements for transfer under the DA and DDA. After review of the transfer request and associated documents, it is recommended that the City Council: 1.Approve,by motion,the Assignment of Rights and Obligations Agreement,pursuant to Article 11 of the Development Agreement by and between the City of South San Francisco and Oyster Point Development,LLC,which effectuates the assignment and assumption of all rights and obligations currently from Oyster Point Development, LLC to KR Oyster Point Developer, LLC; and It is recommended that the Successor Agency: City of South San Francisco Printed on 5/17/2018Page 4 of 5 powered by Legistar™ File #:18-377 Agenda Date:5/23/2018 Version:1 Item #:1. 2.Approve,by motion,the Consent,Assignment and Assumption Agreement,pursuant to Article 3, Sections 8.4 and 8.5 of the Disposition and Development Agreement by and between the Successor Agency to the Redevelopment Agency of the City of South San Francisco and Oyster Point Development,LLC,which effectuates the assignment and assumption of all rights and obligations currently from Oyster Point Development, LLC to KR Oyster Point Developer, LLC. Attachments: 1.Oyster Point Development Agreement (DA) 2.Oyster Point Disposition and Development Agreement (DDA) 3.Request for assignment of DA (Oyster Point Development, LLC) 4.Request for assignment of DDA (Oyster Point Development, LLC) 5.Kilroy Realty Experience 6.EPS Financial Due Diligence Assessment 7.Consent, Assumption and Assignment Agreement (DA) 8.Consent, Assumption and Assignment Agreement (DDA) 9.PowerPoints Staff Presentation. City of South San Francisco Printed on 5/17/2018Page 5 of 5 powered by Legistar™ Oys ter Point Development, LLC 395 Oyster Point Boulevard, Suite 550 South San Francisco, CA 94080 April 13, 2018 By Hand Delivery and Electronic Mail: [email protected] Mike Futrell City Manager City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Re: Oyster Point Development Agreement – Request for Assignment Dear Mr. Futrell: As you know, the City of South San Francisco (“City”) and Oyster Point Development, LLC (“OPD”) are parties to the Development Agreement (“DA”) dated March 23, 2011, as assigned to OPD pursuant to an Assignment and Assumption Agreement dated August 18, 2016. Article 11 of the DA provides that OPD may transfer or assign all or any portion of its interests, rights, or obligations under the D A to third parties acquiring an interest or estate in the Project (as defined in the DA), subject to obtaining the prior written approval of the City, which shall not be unreasonably withheld. Pursuant to Section 11.02 of the DA, OPD hereby requests the City’s written consent to the proposed assignment of OPD’s interests under the DA to KR Oyster Point, LLC, a Delaware limited liability company, or an affiliate (“Assignee”). A summary of the transaction is enclosed as Exhibit A. OPD and Assignee propose that the assignment would be effective as of approximately May 25, 2018. Pursuant to Section 11.02 of the DA, Assignee will provide information describing the Assignee’s development experience and financial resources, under separate submittal. A draft Assignment and Assumption Agreement, substantially in the form provided in Exhibit F to the DA, is enclosed as Exhibit B for the City’s review and approval. Mike Futrell April 13, 2018 Page Two sf-3885713 Please do not hesitate to contact me or our counsel, Megan Jennings, if you have any questions. We look forward to hearing from you and appreciate your assistance in obtaining the City’s approval as soon as possible. Sincerely, Chao Wu Chief Executive Officer cc (email only): Marian Lee ([email protected]) Alex Greenwood ([email protected]) Steve Mattas ([email protected]) Clara Tang ([email protected]) Stephanie Rosenberg ([email protected]) Megan Jennings ([email protected]) Oys ter Point Development, LLC 395 Oyster Point Boulevard, Suite 550 South San Francisco, CA 94080 EXHIBIT A SUMMARY OF TRANSACTION – FOR EXPLANATORY PURPOSES ONLY On March 23, 2017, Oyster Point Development, LLC (“OPD”) and KR Oyster Point, LLC (“KR Oyster Point”) executed an Agreement of Purchase and Sale (“Original PSA”) under which (i) OPD would sell to KR Oyster Point all of OPD’s right, title, and interest in the land commonly known as Phase ID and Phase IID of the Oyster Point development project, together with all rights, privileges, easements and appurtenances relating to such land, and (ii) OPD granted to KR Oyster Point a Right of First Offer with respect to the remainder of OPD’s interests in the Oyster Point development project, commonly known as Phase IIID and Phase IVD. The Original PSA was structured to close in up to three separate closings with interests to be assigned to, and assumed by, KR Oyster Point allocated to the respective phase. Subsequently, OPD and KR Oyster Point executed an Amended and Restated Agreement of Purchase and Sale under which OPD would sell to KR Oyster Point all of OPD’s right, title, and interest in the land commonly known as Phase ID, Phase IID, Phase IIID, and Phase IVD of the Oyster Point development project in a single closing, together with all rights, privileges, easements and appurtenances relating to such land. Without limitation, the interests to be assigned to, and assumed by, KR Oyster Point upon closing include the following: • All of OPD’s rights and obligations under the existing Development Agreement and Disposition and Development Agreement for the Oyster Point development project. Because OPD would retain no rights or obligations, no allocation of responsibilities would be required between OPD and KR Oyster Point, as contemplated under the Original PSA. • All of OPD’s interests under existing contracts for construction of Phase IC, Phase ID, and a portion of Phase IIC, which are anticipated to be assigned to and assumed by KR Oyster Point upon closing. Such contracts include OPD’s contracts with Teichert Construction as General Contractor, Langan Treadwell Rollo as construction administration, environmental and geotechnical consultant, and Cumming Construction Management as project and construction manager. OPD’s contractors will commence construction pursuant to the applicable construction agreements prior to closing. • All of OPD’s interests in the Escrow Holdback Agreement dated September 29, 2017, by and among OPD, the Successor Agency to the South San Francisco Redevelopment Agency, and Chicago Title Insurance Company (as amended November 27, 2017). Closing is intended to o ccur on or about May 25, 2018. Oys ter Point Development, LLC 395 Oyster Point Boulevard , Suite 550 South San Francisco, CA 94080 EXHIBIT B DRAFT ASSIGNMENT AND ASSUMPTION AGREEMENT 1 FORM OF CONSENT, ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Manager APNS: ___________________________________ (Space Above This Line for Recorder’s Use Only) Exempt from Recording Fee per Government Code § 27383 CONSENT, ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT THIS CONSENT, ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (“Agreement”) is entered into as of ______________________, 2018, by and among OYSTER POINT DEVELOPMENT, LLC, a Delaware limited liability company (“Assignor”), KR OYSTER POINT, LLC, a Delaware limited liability company (“Assignee”), and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation (“City”). R E C I TA L S1 A. City and OYSTER POINT VENTURES, LLC, a Delaware limited liability company (“OPV”), entered into a Development Agreement effective March 23, 2011 (Recorder’s Document No. 2011-034324) (“Development Agreement”), to facilitate the redevelopment of that certain real property owned and to be acquired by OPV as Developer thereunder consisting of approximately 46 acres within the City of South San Francisco, County of San Mateo, State of California, which is legally described in Exhibit A to the Development Agreement and shown on the map attached to the Development Agreement as Exhibit B (“Property”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Development Agreement. B. City, OPV and Assignor entered into an Assignment and Assumption Agreement dated August 18, 2016 (Recorder’s Document No. 2016-082622), under which OPV assigned, and Assignor assumed, all of OPV’s rights and obligations under the Development Agreement. C. Assignor has a legal and/or equitable interest in the Property. City has been informed by Assignor and Assignee that Assignor and Assignee have entered into an Amended and Restated Purchase and Sale Agreement (“PSA”) as of __________, 2018 and that pursuant to the PSA, Assignor desires to transfer its legal and/or equitable interest in the Property. 1 NTD: Depending on the time at which the Assignment is executed and the status of re-entitlement efforts, recitals may need to be updated to reflect current status – e.g. if the DA has been amended to authorize a different mix of uses at Phases III and IV. 2 D. Section 11.02 of the Development Agreement provides that Assignor may assign all or any portion of the Project and its rights and obligations under the Development Agreement, Project Approvals, and Subsequent Approvals (collectively, "Rights and Obligations") to another party, provided that the Assignor and Assignee shall have entered into a Transfer Agreement with the City's prior written consent, which Transfer Agreement shall include an agreement (“Assignment Agreement”) substantially in the form of Exhibit F to the Development Agreement pursuant to which Assignor may be released from obligations under the Development Agreement provided that Assignee expressly assumes such rights and obligations. E. Assignor has provided the required written notice to City of its intent to enter into an Assignment Agreement as required by Section 11.02 of the Development Agreement, and Assignee has submitted to the City information describing Assignee’s development experience and financial resources. F. This Agreement serves as both the Transfer Agreement and the Assignment Agreement with respect to the Property. The City's signature on this Agreement shall constitute prior written consent to the Transfer Agreement under section 11.02 of the Development Agreement. G. Assignor desires to assign to Assignee all Rights and Obligations of Assignor under the Development Agreement and Assignee desires to assume all such Rights and Obligations of Assignor thereunder. Upon execution of this Agreement and transfer to Assignee of legal title to the Property, Assignor desires to be released from any and all such Rights and Obligations. A G R E E M E N T NOW, THEREFORE, Assignor, Assignee, and City hereby agree as follows: 1. Incorporation. The foregoing recitals are true and correct and are incorporated herein by this reference. 2. Assignment by Assignor. From and after the Effective Date hereof, Assignor hereby assigns, transfers and grants to Assignee, and its successors and assigns, all of Assignor’s rights, interests, obligations, duties, responsibilities, conditions and restrictions of Assignor as the “Developer” under the Development Agreement (collectively, the “Rights and Obligations”). 3. Acceptance and Assumption. From and after the Effective Date hereof, Assignee, for itself and its successors, assigns and legal representatives, hereby accepts such assignment and expressly assumes all of the Rights and Obligations. 4. Release of Assignor. Assignee and City hereby fully release Assignor from the Rights and Obligations. Both Assignor and Assignee acknowledge that this Assignment is intended to fully assign all of the Rights and Obligations to Assignee, and it is expressly understood that Assignor shall not retain any Rights and Obligations whatsoever. 5. Substitution of Assignor. Assignee hereafter shall be substituted for and replace Assignor in the Development Agreement. Whenever the term “Oyster Point Ventures, LLC” or “Developer” appears in the Development Agreement, it shall hereafter mean Assignee. 6. City Consent. City is executing this Agreement for the limited purpose of consenting, in accordance with Section 11.02(b) of the Development Agreement, to the assignment and assumption of 3 the Rights and Obligations and clarifying that there is privity of contract between City on the one hand, and Assignee on the other, with respect to the Development Agreement. 7. Representations and Warranties, Indemnifications and Waivers. (a) Assignee represents and warrants to City as follows: (i) Assignee is a limited liability company formed within and in good standing under the laws of the State of Delaware. The copies of the documents evidencing the formation of Assignee, which have been delivered to City, are true and complete copies of the originals, as amended to the date of this Agreement. Assignee has full right, power and lawful authority to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by Assignee has been fully authorized by all requisite actions on the part of Assignee. (ii) Assignee’s execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Assignee is a party or by which it is bound. (iii) Assignee has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Assignee’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Assignee’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Assignee’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. (iv) As of the Effective Date of this Agreement, Assignee holds a legal and/or equitable interest in the Transfer Property. (b) Assignor and Assignee hereby acknowledge and agree that City has not made, and will not make, any representation or warranty that the assignment and assumption of the Development Agreement provided for hereunder will have any particular tax implications for Assignor or Assignee. (c) Assignor and Assignee each hereby waives and releases and each hereby agrees to indemnify and hold City harmless from any and all damages, liabilities, causes of action, claims or potential claims against City (including attorneys’ fees and costs) arising out of or resulting from the City’s consent to this Agreement. 8. Development Agreement in Full Force and Effect. Except as specifically provided herein, all the terms, covenants, conditions and provisions of the Development Agreement are hereby ratified and shall remain in full force and effect. 9. Recording. Assignor shall cause this Agreement to be recorded in the Official Records of San Mateo County, California, and shall promptly provide conformed copies of the recorded Agreement to Assignee and City. 10. Successors and Assigns. Subject to the restrictions on transfer set forth in the Development Agreement, all of the terms, covenants, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns, pursuant to Section 14.08 of the Development Agreement. 4 11. Assignee Address for Notices. The address of Assignee for the purpose of notices, demands and communications under Section 14.09 of the Development Agreement shall be: Assignee: [TO ADD] With a copy to: [TO ADD] 12. Applicable Law/Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of San Mateo, State of California. 13. Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Agreement, and this Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (d) “or” is not exclusive; and (e) “includes” and “including” are not limiting. 14. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement. 15. Severability. Except as otherwise provided herein, if any provision(s) of this Agreement is (are) held invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the parties. 16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument, with the same effect as if all of the parties to this Agreement had executed the same counterpart. 17. Effective Date. The “Effective Date” of this Agreement shall be the date upon which Assignee delivers to City evidence of the transfer of the Property, which date shall be after all parties have executed this Agreement. For the purposes of this Section, the evidence of transfer shall consist of a duly recorded deed and title report. [Signatures follow on separate page] 5 IN WITNESS WHEREOF, Assignor, Assignee, and City have entered into this Agreement as of the date first above written. ASSIGNOR OYSTER POINT DEVELOPMENT, LLC, a Delaware limited liability company By: ____________________________________ Name: _________________________________ Its: ____________________________________ [Notary Acknowledgment Required] ASSIGNEE KR OYSTER POINT, LLC, a Delaware limited liability company By: ________________________________________ Name: _____________________________________ Its: _______________________________________ [Notary Acknowledgment Required] CITY CITY OF SOUTH SAN FRANCISCO, a municipal corporation By:_____________________________________ Name: _________________________________ City Manager [Notary Acknowledgment Required] ATTEST: By: ____________________________________ City Clerk APPROVED AS TO FORM: By: ____________________________________ City Attorney 6 EXHIBIT NO. 1 Transfer Property Legal Description [to be inserted at Closing] Oys ter Point Development, LLC 395 Oyster Point Boulevard, Suite 550 South San Francisco, CA 94080 April 13, 2018 By Hand Delivery and Electronic Mail: [email protected] Mike Futrell Executive Director South San Francisco Successor Agency 400 Grand Avenue South San Francisco, CA 94080 Re: Oyster Point Disposition and Development Agreement – Request for Assignment Dear Mr. Futrell: As you know, the Successor Agency to the former South San Francisco Redevelopment Agency (“Agency”) and Oyster Point Development, LLC, (“OPD”) are parties to the Disposition and Development Agreement (“DDA”) dated March 23, 2011, as assigned to OPD pursuant to a Consent, Assignment and Assumption Agreement dated August 18, 2016. Article VIII of the DDA provides that OPD may transfer or assign its interests in the DDA, subject to obtaining the prior written approval of the Agency, which shall not be unreasonably withheld . Pursuant to Section 8.4 of the DDA, OPD hereby requests the Agency’s written consent for the proposed assignment of OPD’s interests under the DDA to KR Oyster Point, LLC, a Delaware limited liability company, or an affiliate (“Assignee”). A summary of the transaction is enclosed as Exhibit A . OPD and Assignee propose that the assignment would be effective as of approximately May 25, 2018. Pursuant to Section 8.4 of the DDA, Assignee will provide information describing the Assignee’s development experience and financial resources, under separate submittal. A draft Consent, Assignment and Assumption Agreement, substantially in the form provided in Exhibit 9.3 to the DDA, is enclosed as Exhibit B for the Agency’s review and approval. Mike Futrell April 13, 2018 Page Two Oys ter Point Development, LLC 395 Oyster Point Boulevard, Suite 550 South San Francisco, CA 94080 Please do not hesitate to contact me or our counsel, Megan Jennings , if you have any questions . We look forward to hearing from you and appreciate your assistance in obtaining the Agency’s approval as soon as possible. Sincerely, Chao Wu Chief Executive Officer cc (email only): Marian Lee ([email protected]) Alex Greenwood ([email protected]) Steve Mattas ([email protected]) Clara Tang ([email protected]) Stephanie Rosenberg ([email protected]) Megan Jennings ([email protected]) Oys ter Point Development, LLC 395 Oyster Point Boulevard, Suite 550 South San Francisco, CA 94080 EXHIBIT A SUMMARY OF TRANSACTION – FOR EXPLANATORY PURPOSES ONLY On March 23, 2017, Oyster Point Development, LLC (“OPD”) and KR Oyster Point, LLC (“KR Oyster Point”) executed an Agreement of Purchase and Sale (“Original PSA”) under which (i) OPD would sell to KR Oyster Point all of OPD’s right, title, and interest in the land commonly known as Phase ID and Phase IID of the Oyster Point development project, together with all rights, privileges, easements and appurtenances relating to such land, and (ii) OPD granted to KR Oyster Point a Right of First Offer with respect to the remainder of OPD’s interests in the Oyster Point development project, commonly known as Phase II ID and Phase IVD. The Original PSA was structured to close in up to three separate closings with interests to be assigned to, and assumed by, KR Oyster Point allocated to the respective phase. Subsequently, OPD and KR Oyster Point executed an Amended and Restated Agreement of Purchase and Sale under which OPD would sell to KR Oyster Point all of OPD’s right, title, and interest in the land commonly known as Phase ID, Phase IID, Phase IIID, and Phase IVD of the Oyster Point development project in a single closing, together with all rights, privileges, easements and appurtenances relating to such land. Without limitation, the interests to be assigned to, and assumed by, KR Oyster Point upon closing include the following: • All of OPD’s rights and obligations under the existing Development Agreement and Disposition and Development Agreement for the Oyster Point development project. Because OPD would retain no rights or obligations, no allocation of responsibilities would be required between OPD and KR Oyster Point, as contemplated under the Original PSA. • All of OPD’s interests under existing contracts for construction of Phase IC, Phase ID, and a portion of Phase IIC, which are anticipated to be assigned to and assumed by KR Oyster Point upon closing. Such contracts include OPD’s contracts with Teichert C onstruction as General Contractor, Langan Treadwell Rollo as construction administration, environmental and geotechnical consultant, and Cumming Construction Management as project and construction manager. OPD’s contractors will commence construction pursuant to the applicable construction agreements prior to closing. • All of OPD’s interests in the Escrow Holdback Agreement dated September 29, 2017, by and among OPD, the Successor Agency to the South San Francisco Redevelopment Agency, and Chicago Title Insurance Company (as amended November 27, 2017). Closing is intended to occur on or about May 25, 2018. Oys ter Point Development, LLC 395 Oyster Point Boulevard, Suite 550 South San Francisco, CA 94080 EXHIBIT B DRAFT CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT 1 FORM OF CONSENT, ASSIGNMENT AND ASSUMPTION OF DISPOSITION AND DEVELOPMENT AGREEMENT (DDA) RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Manager APNS:_____________________________________ (Space Above This Line for Recorder’s Use Only) Exempt from Recording Fee per Government Code § 27383 CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT This CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”), dated as of ________________________, 2018 (the “Effective Date”), by and between the SUCCESSOR AGENCY TO THE FORMER SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY, a public body corporate and politic, OYSTER POINT DEVELOPMENT, LLC, a Delaware limited liability company (“Assignor”) and _____________________________________ (“Assignee”). The former Redevelopment Agency is referred to herein as “RDA” and the Successor Agency to the RDA is referred to as “Agency”. W I T N E S S E T H A. Assignee desires to acquire certain property located in the City of South San Francisco, County of San Mateo, State of California, as more particularly described on Exhibit A attached hereto and made a part hereof (the “Property”). B. The Property is subject to the terms and conditions of that certain Disposition and Development Agreement (the “DDA”) dated March 23, 2011 by and among the RDA, OYSTER POINT VENTURES, LLC, a Delaware limited liability company (“OPV”), and the City of South San Francisco, a municipal corporation, a memorandum of which was recorded in the Official Records of San Mateo County as Recorder’s Document No. 2011-034325. C. Agency, OPV and Assignor entered into a Consent, Assignment and Assumption Agreement dated August 18, 2016 (Recorder’s Document No. 2016-082623), under which OPV assigned, and Assignor assumed, all of OPV’s rights and obligations under the DDA. Pursuant to the Consent, Assignment and Assumption Agreement, Assignor is the “Developer” under the DDA. D. Pursuant to the dissolution of Redevelopment Agencies by the State of California, Agency has succeeded to the RDA’s rights, interests, obligations and liabilities under the DDA and has incorporated specified obligations into Agency’s Recognized Obligation Payment Schedule 2 (“ROPS”) for the period of July 2018 through June 2019, and all prior ROPS, as approved by the Oversight Board for the Agency.1 E. [TBD]2 F. Assignor desires to assign to Assignee all of its rights, interests, obligations and liabilities under the DDA (the “Rights and Obligations”) and for Assignee to assume the Rights and Obligations thereunder concurrently with execution of this Agreement, and Assignee desires to so acquire the Rights and Obligations from Assignor and agrees to assume the Rights and Obligations, all as more fully set forth herein. G. The Agency desires to consent to (i) Assignor’s assignment of its Rights and Obligations under the DDA and (ii) Assignee’s assumption of the Rights and Obligations of Assignor. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agency, Assignor and Assignee hereby agree as follows: 1. Assignment by Assignor. From and after the Effective Date hereof, Assignor hereby assigns, transfers and grants to Assignee, and its successors and assigns, all of Assignor’s Rights and Obligations as the “Developer” under the DDA. 2. Acceptance and Assumption. From and after the Effective Date hereof, Assignee, for itself and its successors, assigns and legal representatives, hereby expressly assumes all of Assignor’s Rights and Obligations as Developer under the DDA. 3. Agency’s Consent. Agency hereby consents to (i) Assignor’s assignment of its Rights and Obligations under the DDA and (ii) the assumption by the Assignee of the Rights and Obligations and agrees to look solely to the Assignee and its successors and assigns for any and all obligations and liabilities of the “Developer” under the DDA arising from and after the Effective Date. 4. Governing Law. This Agreement and the legal relations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to its principles of conflicts of law. 5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. 6. Further Assurances. Agency and Assignee agree to take all such further actions and execute such further documents as may be necessary or desirable to carry out the purposes of the Agreement. [Signatures follow on separate page] 1 NTD: To be updated depending upon time of execution. 2 NTD: Recitals to be added to reflect current status of the Redevelopment Project under the DDA (i.e., completion of Phase IC and certain portions of Phase ID). 3 IN WITNESS WHEREOF, Agency, Assignor and Assignee have duly executed this Agreement as of the day and year first above written. ASSIGNOR: OYSTER POINT DEVELOPMENT, LLC, a Delaware limited liability company By: ____________________________________ Name: _________________________________ Its: ASSIGNEE: KR OYSTER POINT, LLC, a Delaware limited liability company By: _____________________________________ Name: __________________________________ Its: ____________________________________ AGENCY: SUCCESSOR AGENCY TO THE FORMER SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY , a public body, corporate and politic By: ____________________________________ Name: _________________________________ Executive Director ATTEST: By: ____________________________________ APPROVED AS TO FORM: By: ____________________________________ Agency Counsel 4 EXHIBIT A Property [to be inserted at Closing] CITY OF SOUTH SAN FRANCISCO KILROY REALTY NYSE - KRC IPO - 1997 COMPANY HIGHLIGHTS PLATFORM Vertically-integrated platform: acquisitions, development, property management, leasing & finance ~70 YEARS Operating in West Coast Markets INVESTMENT GRADE RATED BAA2 / BBB Ratings 95% OCCUPANCY SHAREHOLDERS Total Shareholder Return Since 2010: >100% 2KILROY REALTY PREMIER WEST COAST DEVELOPER & LANDLORD ~13.7 MM SF Stabilized ~1.9 MM SF Under Construction ~7.4 MM SF Near-term Development ~23 MM SF CLASS-A PORTFOLIO PACIFIC NORTHWEST ~2.7MM SF SAN FRANCISCO BAY AREA ~11.6MM SF GREATER LOS ANGELES ~5.0MM SF GREATER SAN DIEGO ~3.7MM SF Note: Square footages include 4Q17 supplemental data (stabilized, under construction and development pipeline) + Flower Mart, Kilroy Oyster Point, and Kilroy Little Italy. 3KILROY REALTY PORTFOLIO DIVERSITY BY INDUSTRY 40% TECH 12% MEDIA 12% F.I.R.E. 3% EDU 3% WHOLESALE & RETAIL 9% PROFESSIONAL & BUSINESS SERVICES 6% OTHER 13% LIFE SCIENCE & HEALTHCARE 4KILROY REALTY LIFE SCIENCES RETAIL RESIDENTIALOFFICE 5KILROY REALTY STRENGTH IN LEADERSHIP Forward-thinking, agile and discerning with deep knowledge of local markets, economies and key regional tenants 6KILROY REALTY 58% LEED CERTIFIED 73 % ENERGY STAR 100% GOLD / PLATINUM NAREIT “Leader in the Light Award”, Office Sector – 2014-2017 GRESB North American Office Leader – 2014-2017 Green Star – 2013-2017 ENERGY STAR “Sustained Excellence” – 2016 - 2018 “Partner of the Year” – 2014-2018 Over half of our entire portfolio is LEED Certified Most of our portfolio is Energy Star Certified All developments are designed to be LEED Gold or Platinum SUSTAINABILITY Commitment to our Environment - #1 in North America 7KILROY REALTY OUR TENANTS ARE THE MOST DYNAMIC COMPANIES IN THE WORLD. 8KILROY REALTY KILROY FINANCIAL HIGHLIGHTS 9KILROY REALTY INVESTMENT GRADE RATED Baa2/BBB with stable outlooks from both Moodys and S&P BEST IN CLASS BALANCE SHEET FLEXIBLE, SIMPLE BALANCE SHEET Highly flexible and simple balance sheet with low secured debt VERY LOW LEVERAGE 5.4x Debt to EBITDA 100% Debt is fixed rate (excluding bank debt) $1.5BN Credit facility that allows for borrowings up to $1.5BN ~7 YEARS Extended debt maturity profile with average age of 7 years As of December 31, 2017 10KILROY REALTY LOWEST LEVERAGE AMONG PEERS 4.7x HIW 21% ESRT 6.2x ARE 34% DEI 5.4x KRC 26% ARE 7.0x BDN 37% BDN 5.6x PDM 30% BXP 8.8x CLI 37% VNO 10.4x CXP Note: Reflects latest annualized quarterly results available on SNL as of the date the analysis was created. 44% PGRE 4.8x ESRT 24% KRC 6.6x BXP 36% SLG 5.5x HPP 27% HIW 7.5x DEI 37% OFC 9.1x PGRE 39% CXP 6.1x OFC 30% HPP 8.8x VNO 38% PDM 13.1x SLG 54% CLI DEBT / EBITDA DEBT / ENTERPRISE VALUE 11KILROY REALTY KILROY LIFE SCIENCES ~4.6 MM SF Operating and Development Portfolio 12KILROY REALTY LIFE SCIENCE TEAM PREMIER EXPERTISE TRACY MURPHY EVP, Life Sciences 15 years STEVE ROSETTA EVP, Chief Investment Officer 20+ years ELIOTT TRENCHER SVP, Corporate Strategy 10 years JONAS VASS SVP, Development & Construction 10+ years JEFF BESEN VP, Investments & Life Science 10 years MARK MILTIMORE VP, Facilities & Engineering 15 years PETER DOWLEY Sr. Analyst, Investments 7 Years 13KILROY REALTY RECENTLY COMPLETED DEVELOPMENTS 14KILROY REALTY SALESFORCE SAN FRANCISCO, CA INVESTMENT ~$280 MM DELIVERY 2015 SIZE ~450,000 SF LEED Platinum 15KILROY REALTY INVESTMENT ~$295 MM DELIVERY 2014 SIZE ~588,000 SF LEED Gold LINKEDIN / APPLE SUNNYVALE, CA 16KILROY REALTY INVESTMENT ~$105 MM DELIVERY 2016 SIZE ~185,000 SF LEED Platinum DROPBOX AT 333 BRANNAN SAN FRANCISCO, CA 17KILROY REALTY INVESTMENT ~$190 MM DELIVERY 2015 SIZE ~340,000 SF LEED Gold BOX AT CROSSING 900 REDWOOD CITY, CA 18KILROY REALTY INVESTMENT ~$465 MM DELIVERY 2015-2016 SIZE ~725,000 SF (Gross) Mixed-use Development LEED Gold Historic Preservation COLUMBIA SQUARE HOLLYWOOD, CA 19KILROY REALTY COLUMBIA SQUARE PROPER RESIDENCES // 200+ UNITS OF LUXURY HOUSING PROPER RESIDENCES 200+ units of luxury housing first of its kind in Hollywood COLUMBIA SQUARE PROPER RESIDENCES // 200+ UNITS OF LUXURY HOUSING 20KILROY REALTY DEVELOPMENT PIPELINE 5.6 MM SF 21KILROY REALTY 333 DEXTER SOUTH LAKE UNION, SEATTLE 22KILROY REALTY 333 DEXTER SOUTH LAKE UNION, SEATTLE INVESTMENT ~$400 MM DELIVERY ~2019-2020 SIZE ~645,000 SF; full-city block -~630,000 SF of office space -~15,000 SF of ground-floor retail -833 parking stalls LEED Gold Target 23KILROY REALTY THE EXCHANGE COMMITMENT TO DESIGN BEFORE AFTER 24KILROY REALTY THE EXCHANGE MISSION BAY, SAN FRANCISCO 25KILROY REALTY INVESTMENT ~$560 MM DELIVERY ~2018 SIZE ~750,000 SF LEED Platinum Target THE EXCHANGE MISSION BAY, SAN FRANCISCO 26KILROY REALTY SECTOR 1 SECTOR 2 SECTOR 3 SECTOR 4 SECTOR 4 SECTOR 3 SECTOR 2 SECTOR 1 EXHAUST BOILERS LAB EXHAUST AIR HEAT / HOT WATER WATER CONSERVATION CHILLED WATER BASE-BUILD HVAC BUILDING SUPPLY & EXHAUST SHAFTS LAB EXHAUST SHAFTS STAIR SHAFTS ELECTRICAL ROOMS / BUS DUCT RISERS IT ROOMS HOT & CHILLED WATER RISERS ELECTRICAL SYSTEM SHAFT DESIGN LAB WASTE INCOMING 12KV ELECTRICAL SERVICE SECTOR 1 SECTOR 2 SECTOR 3 SECTOR 4 SECTOR 4 SECTOR 3 SECTOR 2 SECTOR 1 EXHAUST BOILERS LAB EXHAUST AIR HEAT / HOT WATER WATER CONSERVATION CHILLED WATER BASE-BUILD HVAC BUILDING SUPPLY & EXHAUST SHAFTS LAB EXHAUST SHAFTS STAIR SHAFTS ELECTRICAL ROOMS / BUS DUCT RISERS IT ROOMS HOT & CHILLED WATER RISERS ELECTRICAL SYSTEM SHAFT DESIGN LAB WASTE INCOMING 12KV ELECTRICAL SERVICE SECTOR 1 SECTOR 2 SECTOR 3 SECTOR 4 SECTOR 4SECTOR 3SECTOR 2SECTOR 1 EXHAUST BOILERS LAB EXHAUST AIR HEAT / HOT WATER WATER CONSERVATION CHILLED WATER BASE-BUILD HVAC BUILDING SUPPLY & EXHAUST SHAFTSLAB EXHAUST SHAFTSSTAIR SHAFTSELECTRICAL ROOMS / BUS DUCT RISERSIT ROOMSHOT & CHILLED WATER RISERS ELECTRICAL SYSTEM SHAFT DESIGN LAB WASTE INCOMING 12KV ELECTRICAL SERVICE THE EXCHANGE BUILDING SYSTEMS 27KILROY REALTY 100 HOOPER, PDR SOMA, SAN FRANCISCO 28KILROY REALTY 100 HOOPER, PDR SOMA, SAN FRANCISCO INVESTMENT ~$270 MM DELIVERY ~2018 SIZE ~320K SF of Office, (100% leased to Adobe) ~80K SF of PDR (production, distribution and repair) LEED Platinum Target 29KILROY REALTY FLOWER MART SOMA, SAN FRANCISCO 30KILROY REALTY FLOWER MART SOMA, SAN FRANCISCO INVESTMENT ~$2 BN DELIVERY ~2023 SIZE ~2.3 MM SF of office, retail, and wholesale flower market LEED Platinum Target 31KILROY REALTY KILROY OYSTER POINT SOUTH SAN FRANCISCO, CA 32KILROY REALTY KILROY OYSTER POINT SOUTH SAN FRANCISCO, CA 33KILROY REALTY INVESTMENT ~$2.5 BN DELIVERY Multi-phased Development KILROY OYSTER POINT SOUTH SAN FRANCISCO, CA 34KILROY REALTY ACADEMY ON VINE HOLLYWOOD, LOS ANGELES 35KILROY REALTY ACADEMY ON VINE HOLLYWOOD, LOS ANGELES INVESTMENT ~$400 MM DELIVERY ~2019-2020 SIZE ~600,000 SF -~335,000 SF of office -~13,000 SF of F&B and retail -~16,500 SF flexible studio/ production -Residential tower with 196 units LEED Gold Target 36KILROY REALTY ONE PASEO DEL MAR HEIGHTS, SAN DIEGO 37KILROY REALTY INVESTMENT ~$700 MM DELIVERY ~2018-2020 SIZE ~1.1 MM SF over ~23.6 acres LEED Neighborhood Development ONE PASEO DEL MAR HEIGHTS, SAN DIEGO 38KILROY REALTY THE HEIGHTS AT ONE PASEO 39KILROY REALTY THE SHOPS AT ONE PASEO 40KILROY REALTY THE RESIDENCES AT ONE PASEO 41KILROY REALTY DEVELOPMENT EXPERIENCE Environmental Considerations 42KILROY REALTY 555 MATHILDA SUNNYVALE, CA SIZE ~663,000 SF ENVIRONMENTAL CONSIDERATIONS Office development that included off- haul of contaminated soil including but not limited to existing plumes and Shell Oil site clean-up. Vapor barrier systems were required and installed during development. Monitoring wells were decommissioned and re-installed during site development. 43KILROY REALTY 331 FAIRCHILD MOUNTAIN VIEW, CA SIZE ~87,000 SF ENVIRONMENTAL CONSIDERATION Office development of a former superfund site that included hazardous soil handling and vapor mitigation. Coordination with EPA for continued on-site monitoring. 44KILROY REALTY 690 MIDDLEFIELD MOUNTAIN VIEW, CA SIZE ~340,000 SF ENVIRONMENTAL CONSIDERATION Office development that included off-haul of contaminated soils, abandonment of monitoring wells. 45KILROY REALTY CROSSING 900 REDWOOD CITY, CA SIZE ~347,000 SF ENVIRONMENTAL CONSIDERATION Office development that included the handling and off-haul of contaminated soils. Project included a holdback with Redwood City for reimbursement of environmental costs as part of the purchase of the former City parcel. 46KILROY REALTY THE EXCHANGE SAN FRANCISCO, CA SIZE ~750,000 SF ENVIRONMENTAL CONSIDERATION Office / R&D development on landfill that included the handling and off- haul of contaminated soils and vapor barrier systems. 47KILROY REALTY 100/150 HOOPER SAN FRANCISCO, CA SIZE ~320K SF of Office, (100% leased to Adobe) ~80K SF of PDR (production, distribution and repair) ENVIRONMENTAL CONSIDERATION Included off-haul of contaminated soil. 48KILROY REALTY ACADEMY ON VINE HOLLYWOOD, CA SIZE ~600,000 SF ENVIRONMENTAL CONSIDERATION Removal of UST’s ACM, substantial transite piping. 49KILROY REALTY COLUMBIA SQUARE HOLLYWOOD, CA SIZE ~725,000 SF (Gross) ENVIRONMENTAL CONSIDERATION Removal of UST’s, ACMs only. 50KILROY REALTY 333 BRANNAN SAN FRANCISCO, CA SIZE ~185,000 SF ENVIRONMENTAL CONSIDERATION Development project with dirty soil and/or vapor issues. 51KILROY REALTY 350 MISSION SAN FRANCISCO, CA SIZE ~450,000 SF ENVIRONMENTAL CONSIDERATION ACM abatement. Treatment of groundwater. 52KILROY REALTY TERRA BELLA MOUNTAIN VIEW, CA SIZE ~114,000 SF ENVIRONMENTAL CONSIDERATION Part of a superfund site. Ongoing monitoring on the site, there is a VMS and active remediation. We are involved in bi-weekly calls with the responsible party, environmental consultants, and often the EPA on this project to help ensure remediation is on track. 53KILROY REALTY SIERRA POINT -Performed various studies and pre-development for Opus West of the former landfill located in Brisbane and South San Francisco. CHANNEL AT MISSION BAY SAN FRANCISCO -315-unit apartment development on a former landfill that included the handling and off-haul of contaminated soils and vapor barrier systems. PARK TERRACE, SAN FRANCISCO -105-unit condominium development on a former landfill that included the handling and off-haul of contaminated soils and vapor barrier systems. -Estimating and superintendent experiences working on many large-scale earthwork, grading, paving, and utility projects. PREVIOUS EXPERIENCE 54KILROY REALTY WHERE INNOVATION WORKS KILROY REALTY P:\181000s\181053_SSFOnCall\Corres\181053mm_Kilroy2.docx M EMORANDUM To: Ernesto Lucero, City of South San Francisco From: Walter Kieser and Michael Nimon, EPS Subject: Financial Assessment of Kilroy Realty; EPS #181053 Date: May 10, 2018 Economic & Planning Systems, Inc. (EPS) has been retained by the City of South San Francisco to conduct initial due diligence associated with financial capacity of the proposed Oyster Point biotech development transferee. The Project is expected to consist of 2.25 million square feet of biotech and life science uses with the first phase comprising 508,000 square feet (with associated cost estimated at around $300 million, including $30 million of Successor Agency infrastructure improvements). It is understood that KR Oyster Point Developer, LLC will be the prime transferee and master developer for the Oyster Point project. KR Oyster Point Developer, LLC1 is a wholly owned subsidiary of Kilroy Realty, L.P., a Delaware limited partnership with a general partner as Kilroy Realty Corporation, a publicly traded real estate investment trust. Given a lack of financial information available about Kilroy Realty, L.P.’s subsidiaries, this review is focused on the general partner, Kilroy Realty Corporation. This financial assessment addresses the business terms specified under the Development and Disposition Agreement (DDA) dated March 23, 2011 and Development Agreement (DA) dated March 23, 2011, between Oyster Point Ventures, LLC and the City of South San Francisco. The primary documents reviewed for this analysis 1 KR Oyster Point Developer, LLC is currently registered as KR Oyster Point, LLC and is undergoing a name change. Furthermore, various LLCs are envisioned for each phase of the Project as follows:  Phase ID – KR Oyster Point I, LLC  Phase IIDA– KR Oyster Point II, LLC  Phases IIDB, IISC, III & IV – KR Oyster Point III, LLC  Marina – Oyster Cove Marina Owner, LLC Memorandum May 10, 2018 Financial Assessment of Kilroy Realty Page 2 P:\181000s\181053_SSFOnCall\Corres\181053mm_Kilroy2.docx include Kilroy Realty Corporation’s 10-K reports dated December 31, 2017 and December 31, 2016, media search, and review of the company’s project description and new project pipeline provided by Kilroy Realty to the City of South San Francisco. Description of the Proposed Transferee The present analysis focuses on the financial capacity of Kilroy Realty Corporation. Kilroy Realty Corporation is a general partner of Kilroy Realty, L.P. incorporated in 1996 and headquartered in Los Angeles. It is a self-administered real estate investment trust active in investment, development, and management of office and mixed-use projects along the West Coast. It specializes in Class A properties in the coastal markets, including the San Francisco Bay Area and targets tenants in healthcare, technology, media, life science, and professional services sectors. Its tenants include Apple, LinkedIn, Salesforce, and DirecTV. Kilroy Realty Corporation is traded at the New York Stock Exchange. Requirements of the Disposition and Development Agreement Our assessment focuses upon specific clauses in the development agreement and disposition and development agreement related to financial qualifications and documentation. DDA Section 8.4 iii): Current audited financial statements of the proposed transferee. Based on the 2017 10-K report, Kilroy Realty Corporation’s net income was $154 million, down about 50 percent from a year prior. Kilroy Realty Corporation’s assets are valued at $6.8 billion with total market cap estimated at about $6.9 billion as of April 26, 2018. DDA Section 8.5 i): Financial ability of the proposed transferee to own and develop the Conveyed Property, or portion thereof. Based on Kilroy Realty Corporation’s financial position and valuation, financial ability to finance development of the Oyster Point project is deemed high. Specifically, the estimated Phase 1 cost of $300 million would comprise less than 5 percent of Kilroy Realty Corporation’s reported assets, assuming no debt funding. DDA Section 8.5 ii) (4): Net worth sufficiently sound and strong to undertake and complete the obligations to be performed by Developer pursuant to the terms of this Agreement. Kilroy Realty Corporation’s net worth (or equity) is estimated at $4.0 billion based on the 2017 balance sheet. The estimated Phase 1 cost of $300 million would comprise less than 8 percent of Kilroy Realty Corporation’s equity. Although no rule of thumb exists about the relationship between equity and the project cost, EPS believes the firm’s value is sufficient to undertake and complete the Developer obligations under the terms of the Oyster Point agreement. However, this sufficiency is predicated on the extent of equity potentially available and committed to Kilroy Realty Corporation’s subsidiaries, as appropriate. Memorandum May 10, 2018 Financial Assessment of Kilroy Realty Page 3 P:\181000s\181053_SSFOnCall\Corres\181053mm_Kilroy2.docx DA Section 11.2 b): Transferee’s development experience and financial resources. Kilroy Realty Corporation is focused on development, acquisition, management, and financing of Class A properties in strong markets along the West Coast of the United States. Kilroy Realty Corporation’s development pipeline consists of 5.6 million square feet of projects, including Oyster Point. It had 1.8 million square feet of office under construction as of December 31, 2017. The firm’s experience includes development of 450,000 square feet for Salesforce in San Francisco and 588,000 square feet for Apple and LinkedIn in Sunnyvale. These deals required respective investments of $280 million and $295 million. Both of these deals are on par with the cost estimate for Phase 1 of the Oyster Point project, suggesting demonstrated financial resources for undertaking the Oyster Point project. Kilroy Realty Corporation reports an investment-grade credit rating with capacity to borrow up to $1.5 billion. It also reports a relatively low leverage ratio of 5.4x as compared to industry competitors. Summary Kilroy Realty Corporation is a strongly valued firm with substantial financial resources and net worth that would not likely add any significant additional risk to the Successor Agency and/or City from the transfer of the Oyster Point property associated with financial solvency of the Transferee. Kilroy Realty Corporation sees the Oyster Point as part of its investment strategy into Class A life science portfolio in the Bay Area. Future details about the partnership structure of the development team, participation and involvement of other partnering entities, and identification of deal-specific points related to equity commitment guarantees and assurances for scenarios where development does not proceed as planned will be important factors for controlling the Success Agency’s and/or City’s risk exposure to the Project. The extent of equity potentially available and committed to KR Oyster Point Developer, LLC by Kilroy Realty Corporation will also be important. This information is not available and has not been provided to EPS as part of this deliverable. 1 APNS: (Space Above This Line for Recorder’s Use Only) Exempt from Recording Fee per Government Code § 27383 CONSENT, ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT THIS CONSENT, ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (“Agreement”) is entered into as of , 2018, by and among OYSTER POINT DEVELOPMENT, LLC, a Delaware limited liability company (“Assignor”), KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company, formerly known as KR Oyster Point, LLC (“Assignee”), and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation (“City”). R E C I TA L S A. City and OYSTER POINT VENTURES, LLC, a Delaware limited liability company (“OPV”), entered into a Development Agreement effective March 23, 2011 (Recorder’s Document No. 2011-034324) (“Development Agreement”), to facilitate the redevelopment of that certain real property owned and to be acquired by OPV as Developer thereunder consisting of approximately 46 acres within the City of South San Francisco, County of San Mateo, State of California, which is legally described in Exhibit A to the Development Agreement and shown on the map attached to the Development Agreement as Exhibit B (“Property”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Development Agreement. B. City, OPV and Assignor entered into an Assignment and Assumption Agreement dated August 18, 2016 (Recorder’s Document No. 2016-082622), under which OPV assigned, and Assignor assumed, all of OPV’s rights and obligations under the Development Agreement. C. Assignor has a legal and/or equitable interest in the Property. City has been informed by Assignor and Assignee that Assignor and Assignee have entered into an Amended and Restated Agreement of Purchase and Sale and Joint Escrow Instructions (“PSA”) as of March 30, 2018 and that pursuant to the PSA, Assignor desires to transfer its legal and/or equitable interest in the Property. Assignee is under the ownership and control of Kilroy Realty, L.P., a Delaware limited partnership (“KRLP”) whose general partner is Kilroy Realty Corporation, a Real Estate Investment Trust listed on the NYSE. D. Section 11.02 of the Development Agreement provides that Assignor may assign all or any portion of the Project and its rights and obligations under the Development Agreement, Project Approvals, and Subsequent Approvals to another party, provided that the Assignor and Assignee shall have entered into a Transfer Agreement with the City's prior written consent, which Transfer RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Clerk 2 Agreement shall include an agreement (“Assignment Agreement”) substantially in the form of Exhibit F to the Development Agreement pursuant to which Assignor may be released from obligations under the Development Agreement provided that Assignee expressly assumes such rights and obligations. E. Assignor has provided the required written notice to City of its intent to enter into an Assignment Agreement as required by Section 11.02 of the Development Agreement, and Assignee has submitted to the City information describing Assignee’s development experience and financial resources. F. This Agreement serves as both the Transfer Agreement and the Assignment Agreement with respect to the Property. The City's signature on this Agreement shall constitute prior written consent to the Transfer Agreement under section 11.02 of the Development Agreement. G. Assignor desires to assign to Assignee all rights and obligations of Assignor under the Development Agreement and Assignee desires to assume all such rights and obligations of Assignor thereunder. Upon execution of this Agreement and transfer to Assignee of legal title to the Property, Assignor desires to be released from any and all such rights and obligations, except as set forth in Section 8 herein below. A G R E E M E N T NOW, THEREFORE, Assignor, Assignee, and City hereby agree as follows: 1. Incorporation. The foregoing recitals are true and correct and are incorporated herein by this reference. 2. Assignment by Assignor. From and after the Effective Date hereof, Assignor hereby assigns, transfers and grants to Assignee, and its successors and assigns, all of Assignor’s rights, interests, obligations, duties, responsibilities, conditions and restrictions of Assignor as the “Developer” under the Development Agreement (collectively, the “Rights and Obligations”). 3. Acceptance and Assumption. From and after the Effective Date hereof, Assignee, for itself and its successors, assigns and legal representatives, hereby accepts such assignment and expressly assumes all of the Rights and Obligations. 4. Release of Assignor. Assignee and City hereby fully release Assignor from the Rights and Obligations. Both Assignor and Assignee acknowledge that this Assignment is intended to fully assign all of the Rights and Obligations to Assignee, and it is expressly understood that Assignor shall not retain any Rights and Obligations whatsoever. 5. Substitution of Assignor. Assignee hereafter shall be substituted for and replace Assignor in the Development Agreement. Whenever the term “Oyster Point Ventures, LLC” or “Developer” appears in the Development Agreement, it shall hereafter mean Assignee. Except as set forth in Sections 7 and 8 herein below, nothing in this Agreement shall increase, decrease, or otherwise modify any of the rights or obligations of the “Developer” or the “City” under the Development Agreement. 6. City Consent. City is executing this Agreement for the limited purpose of consenting, in accordance with Section 11.02(b) of the Development Agreement, to the assignment and assumption of the Rights and Obligations and clarifying that there is privity of contract between City on the one hand, and Assignee on the other, with respect to the Development Agreement. 3 7. Transfer to Affiliate. In the event of a subsequent assignment or transfer to an affiliated party pursuant to Section 11.02(a) of the Development Agreement, the transferor Developer shall remain responsible for the performance of the transferred obligations under the Development Agreement and, in connection with any such subsequent affiliated assignment or transfer, the transferor Developer and any affiliated party shall have sufficient funding to perform the transferred obligations and shall provide to City financial statements or documentation, acceptable to the City Manager which approval shall not be unreasonably withheld, that demonstrate that the affiliated entity or entities have sufficient funds available to perform the transferred obligations. 8. Community Facilities District. Developer (which for purposes of this Section 8 shall include Assignor and Assignee) shall not intervene in any litigation brought in connection with the formation of South San Francisco Community Facilities District (“CFD”) No. 2017-01 (Public Services and Facilities) (“CFD 2017-01”), and shall continue to support the formation of CFD 2017-01, at no expense to the Developer. In the event that CFD 2017-01 is invalidated by court order, Developer shall consent to and vote in favor of formation of a new CFD to provide the same services and facilities provided for in CFD 2017-01 as long as the financial obligation of the Developer in any such new CFD does not exceed the Component A Maximum Special Tax and Component B Maximum Special Tax as such terms are defined in the Rate and Method of Apportionment for CFD 2017-01 adopted by the City Council as Resolution No. 17-1124. 9. Representations and Warranties, Indemnifications and Waivers. (a) Assignee represents and warrants to City as follows: (i) Assignee is a limited liability company duly formed within and in good standing under the laws of the State of Delaware. The copies of the documents evidencing the formation of Assignee, which have been delivered to City, are true and complete copies of the originals, as amended to the date of this Agreement. Assignee has full right, power and lawful authority to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by Assignee has been fully authorized by all requisite actions on the part of Assignee. (ii) Assignee’s execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Assignee is a party or by which it is bound. (iii) Assignee has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Assignee’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Assignee’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Assignee’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. (iv) As of the Effective Date of this Agreement, Assignee holds a legal and/or equitable interest in the Transfer Property. (b) Assignor and Assignee hereby acknowledge and agree that City has not made, and will not make, any representation or warranty that the assignment and assumption of the Development Agreement provided for hereunder will have any particular tax implications for Assignor or Assignee. (c) Assignor and Assignee each hereby waives and releases and each hereby agrees to indemnify and hold City harmless from any and all damages, liabilities, causes of action, claims or 4 potential claims against City (including attorneys’ fees and costs) arising out of or resulting from the City’s consent to this Agreement. 10. Development Agreement in Full Force and Effect. Except as specifically provided herein, all the terms, covenants, conditions and provisions of the Development Agreement are hereby ratified and shall remain in full force and effect. 11. Recording. Assignor shall cause this Agreement to be recorded in the Official Records of San Mateo County, California, and shall promptly provide conformed copies of the recorded Agreement to Assignee and City. 12. Successors and Assigns. Subject to the restrictions on transfer set forth in the Development Agreement, all of the terms, covenants, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns, pursuant to Section 14.08 of the Development Agreement. 13. Assignee Address for Notices. The address of Assignee for the purpose of notices, demands and communications under Section 14.09 of the Development Agreement shall be: Assignee: KR Oyster Point Developer, LLC c/o Kilroy Realty Corporation 12770 El Camino Real, Suite 250 Attn: Tracy Murphy San Diego, CA 92130 Phone: 858.523.0300 With copies to: KR Oyster Point Developer, LLC c/o Kilroy Realty Corporation 12200 W. Olympic Blvd., Suite 200 Los Angeles, CA 90064 Attn: Legal Department Phone: 310.480.8400 With a copy to: Allen Matkins Leck Gamble Mallory & Natsis LLP 1901 Avenue of the Stars, Suite 1880 Los Angeles, CA 90067-6019 Attn: Anton N. Natsis, Esq. Phone: 310.788.2400 14. Applicable Law/Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of San Mateo, State of California. 15. Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Agreement, and this Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting 5 party shall not be employed in interpreting this Agreement. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (d) “or” is not exclusive; and (e) “includes” and “including” are not limiting. 16. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement. 17. Severability. Except as otherwise provided herein, if any provision(s) of this Agreement is (are) held invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the parties. 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument, with the same effect as if all of the parties to this Agreement had executed the same counterpart. 19. Effective Date. The “Effective Date” of this Agreement shall be the date upon which Assignee delivers to City evidence of the transfer of the Property, which date shall be after all parties have executed this Agreement. For the purposes of this Section, the evidence of transfer shall consist of a duly recorded deed and title report. [Signatures follow on separate page] 6 IN WITNESS WHEREOF, Assignor, Assignee, and City have entered into this Agreement as of the date first above written. ASSIGNOR ASSIGNEE OYSTER POINT DEVELOPMENT, LLC, a Delaware limited liability company By: Name: Its: KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company By: Kilroy Realty, L.P., a Delaware limited partnership, its sole member By: Kilroy Realty Corporation, a Maryland corporation, its General Partner By:___________________________ Name: ________________________ Title:__________________________ By:___________________________ Name: ________________________ Title:__________________________ [Notary Acknowledgment Required] [Notary Acknowledgment Required] 7 CITY CITY OF SOUTH SAN FRANCISCO, a municipal corporation By:_ Name: City Manager [Notary Acknowledgment Required] ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney 8 EXHIBIT NO. 1 Transfer Property Legal Description [to be inserted at Closing] 2963795.1 1 APNS: (Space Above This Line for Recorder’s Use Only) Exempt from Recording Fee per Government Code § 27383 CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (Oyster Point Disposition and Development Agreement) This CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”), dated as of , 2018 (the “Effective Date”), by and between the SUCCESSOR AGENCY TO THE FORMER SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY, a public body corporate and politic, OYSTER POINT DEVELOPMENT, LLC, a Delaware limited liability company (“Assignor”), and KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company, formerly known as KR Oyster Point, LLC (“Assignee”). The former Redevelopment Agency is referred to herein as “RDA” and the Successor Agency to the RDA is referred to as “Agency”. W I T N E S S E T H A. Assignee desires to acquire certain property located in the City of South San Francisco, County of San Mateo, State of California, as more particularly described on Exhibit A attached hereto and made a part hereof (the “Property”). B. The Property is subject to the terms and conditions of that certain Disposition and Development Agreement (the “DDA”) dated March 23, 2011 by and among the RDA, OYSTER POINT VENTURES, LLC, a Delaware limited liability company (“OPV”), and the City of South San Francisco, a municipal corporation, (“City”) a memorandum of which was recorded in the Official Records of San Mateo County as Recorder’s Document No. 2011-034325. C. Agency, OPV and Assignor entered into a Consent, Assignment and Assumption Agreement dated August 18, 2016 (Recorder’s Document No. 2016-082623), under which OPV assigned, and Assignor assumed, all of OPV’s rights and obligations under the DDA. Pursuant to the Consent, Assignment and Assumption Agreement, Assignor is the “Developer” under the DDA. D. Pursuant to the dissolution of redevelopment agencies by the State of California, Agency has succeeded to the RDA’s rights, interests, obligations and liabilities under the DDA and has incorporated specified obligations into Agency’s Recognized Obligation Payment Schedule (“ROPS”) for the period of July 2018 through June 2019, and all prior ROPS, as approved by the Oversight Board for the Agency. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Clerk 2 E. City and Assignor entered into an Agreement for Development Management Services (“Development Services Agreement”) dated February 1, 2017, pursuant to which OPD agreed to provide City and Agency with certain development management services for the design, engineering, permitting, construction and completion of the Phase IC Improvements and the Phase IIC Cap Repair, as therein defined. F. Assignor desires to assign to Assignee all of its rights, interests, obligations and liabilities under the DDA, including the Development Services Agreement (the “Rights and Obligations”), and for Assignee to assume the Rights and Obligations thereunder concurrently with execution of this Agreement, and Assignee desires to so acquire the Rights and Obligations from Assignor and agrees to assume the Rights and Obligations, all as more fully set forth herein. Assignee is under the ownership and control of Kilroy Realty, L.P., a Delaware limited partnership (“KRLP”) whose general partner is Kilroy Realty Corporation, a Real Estate Investment Trust listed on the NYSE. G. The Agency desires to consent to (i) Assignor’s assignment of its Rights and Obligations under the DDA and (ii) Assignee’s assumption of the Rights and Obligations of Assignor. A G R E E M E N T NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agency, Assignor and Assignee hereby agree as follows: 1. Assignment by Assignor. From and after the Effective Date hereof, Assignor hereby assigns, transfers and grants to Assignee, and its successors and assigns, all of Assignor’s Rights and Obligations as the “Developer” under the DDA. 2. Acceptance and Assumption. From and after the Effective Date hereof, Assignee, for itself and its successors, assigns and legal representatives, hereby expressly assumes all of Assignor’s Rights and Obligations as Developer under the DDA. 3. Agency’s Consent. Agency hereby consents to (i) Assignor’s assignment of its Rights and Obligations under t he DDA and (ii) the assumption by the Assignee of the Rights and Obligations and agrees to look solely to the Assignee and its successors and assigns for any and all obligations and liabilities of the “Developer” under the DDA arising from and after the Effective Date. 4. No Modification of Responsibilities. Nothing in this Agreement shall increase, decrease, or otherwise modify any of the rights or obligations of the “Developer”, the “Agency”, or the “City” under the DDA. 5. Transfer to Affiliate. In the event of a subsequent assignment or transfer to an entity or entities of controlling Developer, controlled by Developer, or under common control by Developer pursuant to Section 8.2.1 of the DDA, the transferor Developer shall remain responsible for the performance of the transferred obligations under the DDA and, in connection with any such subsequent affiliated assignment or transfer, the transferor Developer and any affiliated party shall have sufficient funding to perform the transferred obligations and shall provide to Agency financial statements or documentation, acceptable to the Agency’s Executive Director which approval shall not be unreasonably withheld, that demonstrate that the affiliated entity or entities have sufficient funds available to perform the transferred obligations. 3 6. Governing Law. This Agreement and the legal relations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to its principles of conflicts of law. 7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. 8. Further Assurances. Agency and Assignee agree to take all such further actions and execute such further documents as may be necessary or desirable to carry out the purposes of the Agreement. [Signatures follow on separate page] 4 IN WITNESS WHEREOF, Agency, Assignor and Assignee have duly executed this Agreement as of the day and year first above written. ASSIGNOR: OYSTER POINT DEVELOPMENT, LLC, a Delaware limited liability company By: Name: Its: ASSIGNEE: KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company By: Kilroy Realty, L.P., a Delaware limited partnership, its sole member By: Kilroy Realty Corporation, a Maryland corporation, its General Partner By:__________________________ Name: _______________________ Title:________________________ By:__________________________ Name: _______________________ Title:_________________________ AGENCY: SUCCESSOR AGENCY TO THE FORMER SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: Executive Director ATTEST: By: APPROVED AS TO FORM: By: Agency Counsel 5 EXHIBIT A Property [to be inserted at Closing] 2963794.1 City Council / Successor Agency May 23, 2018 1 2 March 2011 DA/DDA Approved June 2016 DA/DDA Assigned from Original Developer to OPD, LLC Fall 2017 Land transferred & start of Phase 1 construction April 2018 OPD requests to assign DA/DDA to KR Oyster Point Developer, LLC 3 City has 45 days to respond City has the right to review and approve: 1)Developer Experience 2)Financial & Development Capacity 4 5 Independent analysis by Economic & Planning Systems $6.8 billion assets Sufficient assets to fund Phase 1 construction ($300 million) Planning to fund with 100% equity Low leverage ratio & capacity to borrow $1.5 billion (if needed) Need to financially link LLC with the parent company (Kilroy Realty) 6 Staff recommends the Council/Agency approve by motion: Assignment and assumption of all rights & obligations of the Oyster Point DA and DDA from Oyster Point Development, LLC to KR Oyster Point Developer, LLC 7 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:18-356 Agenda Date:5/30/2018 Version:1 Item #:3. Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Property: 200 Linden Avenue, 212 and 216 Baden Avenue Agency Negotiators: Alex Greenwood and Julie Barnard Negotiating Parties:City of South San Francisco,South San Francisco Successor Agency and Hisense REUS, LLC Under Negotiation: Price and Terms City of South San Francisco Printed on 5/24/2018Page 1 of 1 powered by Legistar™ CITY OF SOUTH SAN FRANCISCO SPEAKER CARD To address the City Council, please complete this card and submit it to the City Clerk Speaker conunents are limited to three (3) minutes Please indicate which item you'd like to speak on: IL_Pubfic Comments, or Agenda item Name: � Date. Pronounced: Address (optional