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Home My WebLink About2015-01-20 e-packet s REGULAR MEETING OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE CITY OF trr0R' SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY P.O. Box 711 (City Hall, 400 Grand.Avenue) South San Francisco, California 94083 CITY HALL LARGE CONFERENCE ROOM, TOP FLOOR. 400 GRAND AVENUE TUESDAY, JANUARY 20, 2015 2:00 P.M. PEOPLE OF SAN MATEO COUNTY You are invited to offer your suggestions. In order that you may know our method of conducting Board business,we proceed as follows: The regular meetings of the South San Francisco Oversight Board for the Successor Agency to the City of South San Francisco Redevelopment Agency are held on the third Tuesday of each month at 2:00 p.m. in the in the Large Conference Room, Top Floor at City Hall, 400 Grand Avenue, South San Francisco, California. In accordance with California Government Code Section 54957.5, any writing or document that is a public record, relates to an open session agenda item, and is distributed less than 72 hours prior to a regular meeting will be made available for public inspection in the City Clerk's Office located at City Hall. If, however, the document or writing is not distributed until the regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue, South San Francisco, California 94080. In compliance with Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the South San Francisco City Clerk's Office at (650) 877-8518. Notification 48 hours in advance of the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. Chairperson: Selected b, Neil Cullen Largest Special District of the type in I-I&R Code Section 34188 Vice Chair: Selected by: Patti Ernsberger San Mateo County Superintendent of Schools Assistant Superintendent, Business Services South San Francisco Unified School District Alternate: Alejandro Hogan Superintendent, South San Francisco Unified School District Board Members: Selected by: Mark Addiego Mayor of the City of South San Francisco Councilmember, City of South San Francisco Barbara Christensen Chancellor of California Community College Director of Community/Government Relations, San Mateo County Community College District Reyna Farrales San Mateo County Board of Supervisors Deputy County Manager, San Mateo County Paul Scannell San Mateo County Board of Supervisors (Public Member) Billy Gross Mayor of the City of South San Francisco Senior Planner, City of South San Francisco Counsel Craig Labadie Advisory: Alex Greenwood, Director of Economic and Community Development, City of South San Francisco Jim Steele—Finance Director, City of South San Francisco Steve Mattas—City Attorney, City of South San Francisco Krista Martinelli — City Clerk, City of South San Francisco Armando Sanchez—Redevelopment Consultant, City of South San Francisco CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE AGENDA REVIEW OVERSIGHT BOARD REGULAR MEETING JANUARY 20,2015 AGENDA PAGE COMMUNICATIONS FROM STAFF PUBLIC COMMENTS Comments from members of the public on items not on this meeting agenda. The Chair may set time limit for speakers. Since these topics are non-agenda items, the Board may briefly respond to statements made or questions posed as allowed by the Brown Act (Government Code Section 54954.2). However, the Board may refer items to staff for attention, or have a matter placed on a future agenda for a more comprehensive action report. MATTERS FOR CONSIDERATION I. Motion to approve the Minutes of the Regular Meeting of October 21, 2014. 2. Resolution authorizing the Executive Director to enter into a Revenue Sharing Agreement for Commercial Space at 636 El Camino Real with the City of South San Francisco, County of San Mateo, South San Francisco Unified School District, San Mateo County Community College District, San Mateo County Flood Control District Colma Creek Flood Control Zone, Willow Gardens Parks and Parkways Maintenance District and San Mateo County Harbor District. (Armando Sanchez, Housing Consultant) (companion report to CC & OSB item) 3. Resolution approving an amended and restated License Agreement with Pacific Gas & Electric, a California Corporation, for vacant, unimproved sites on Antoinette Lane (APN 93-312-050) and Mission Road (APN 93-312-060) in South San Francisco. (Mike Lappen, Economic Development Coordinator). ADJOURNMENT OVERSIGHT BOARD REGULAR MEETING JANUARY 20,2015 AGENDA PAGE3 REGULAR MEETING DRAFT O MINUTES OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE CITY OF . SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 CITY HALL LARGE CONFERENCE ROOM, TOP FLOOR 400 GRAND AVENUE TUESDAY, OCTOBER 21, 2014 2:00 P.M. CALL TO ORDER Time: 2:00 p.m. ROLL CALL Present: Boardinembers Addiego, Christensen, Farrales, Gross, Vice Chairperson Emsberger and Chairperson Cullen. Absent: Boardmember Scannell. PLEDGE OF ALLEGIANCE Led by Boardmember Ernsberger. AGENDA REVIEW None. COMMUNICATIONS FROM STAFF None. PUBLIC COMMENTS None. MATTERS FOR CONSIDERATION 1. Motion to approve the Minutes of the Special Meeting of September 23, 2014. Motion- Boardmember Addiego/Second- Boardmember Farrales - to approve the Minutes of the Special Meeting of September 23, 2014. Approved by the following voice vote: AYES- B,oardmembers Addiego, Christensen, Farrales, Gross, Vice Chair Ernsberger and Chair Cullen; NOES: None; ABSTAIN: None; ABSENT: Boardmember Scannell ......................... 1111 - 2. Closed Session: Conference with Real Property Negotiators: (Pursuant to Government Code Section 54956.8) Properties: 201, 207, 217-219 and 227 Grand Avenue Grand Avenue Agency Negotiators: Patrick OKeeffe, Alex Greenwood Negotiating Parties: Brookwood and South San Francisco Successor Agency Under Negotiations: Price and terms for disposition of the property. Time entered Closed Session: 2:02 p.m. Open Session resumed: 2:22 p.m. Report out of Closed Session: no reportable action. 3. Resolution authorizing the Executive Director to enter into an Exclusive Negotiating Rights Agreement (ENRA) between the Successor Agency and Brookwood Equities LLC for the potential development of the properties at 201, 207, 217-219 and 227 Grand Avenue. (Alex Greenwood, Director of Economic and Community Development) Motion- Boardmember Farrales/Second- Boardmember Addiego - to approve Resolution 7-2014 as amended. Approved by the following vote by roll call: AYES: Boardmembers Addiego, Christensen, Farrales, Gross, Vice Chair Emsberger and Chair Cullen; NOES: None; ABSTAIN: None; ABSENT: Boardmember Scannell. ADJOURNMENT Being no further business, Chair Cullen adjourned the meeting at 2:38 pm. Submitted: Approved: C.�hryn Reodica, Deputy Clerk Neil Cullen, Chairperson Oversight Board for the Successor Oversight Board for the Successor Agency to the South San Francisco Agency to the South San Francisco Redevelopment Agency Redevelopment Agency OVERSIGHT BOARD REGULAR MEETING OCTOBER 21, 2014 MINUTES PAGE 2 SQ A Redevelopment Successor Agency Oversight Board ZIFO Staff, Report DATE: January 20, 2015 TO- Members of the Oversight Board FROM: Alex Greenwood, Director of Economic and Community Development SUBJECT: ADOPT RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO A REVENUE SHARING AGREEMENT FOR COMMERCIAL SPACE AT 636 EL CAMINO REAL WITH THE CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, SOUTH SAN FRANCISCO UNIFIED SCHOOL DISTRICT, SAN MATEO COUNTY COMMUNITY COLLEGE DISTRICT, SAN MATEO COUNTY FLOOD CONTROL DISTRICT, COLMA CREEK FLOOD CONTROL ZONE, WILLOW GARDENS PARKS AND PARKWAYS, MAINTENANCE DISTRICT, SAN MATEO COUNTY RESOURCE CONSERVATION DISTRICT, BAY AREA AIR QUALITY MANAGEMENT DISTRICT AND SAN MATEO COUNTY HARBOR DISTRICT. RECOMMENDATION That the Oversight Board adopt a resolution authorizing the Executive Director to enter into a Revenue Sharing Agreement for Commercial Space at 636 El Camino Real with the City of South San Francisco, County of San Mateo, South San Francisco Unified School District, Sall Mateo County Community College District, San Mateo County Flood Control District, Colma Creek Flood Control Zone, Willow Gardens Parks and Parkways Maintenance District, San Mateo County Resource Conservation District, Bay Area Air Quality Management District and San Mateo County Harbor District. BACKGROUND 636 El Camino Real is a mixed-use affordable housing development constructed by Mid-Peninsula Housing Coalition (Mid-Pen) and sponsored by the Redevelopment Agency of the City of South San Francisco (RDA), To assist with making the project affordable to lower income households, the RDA contributed land and a $9.9 million loan to Mid-Pen. These were RDA assets until redevelopment was abolished. Pursuant to the dissolution statutes, the California Department of Finance (DOF) authorized the transfer of the land and Mid-Pen's $9.9 million loan to the City as housing successor. Mid-Pen as developer owns the building improvements. However, because the housing project contains approximately 5,160 square feet of retail space, it is subject to California Health and Safety Code section 34176 which requires the Oversight Board to- ..consider the overall value to the community as well as the benefit to taxing entities of keeping the entire development intact or dividing the title and control over the property between the Housing Successor and the Successor Agency or other public or Staff Report Subject: Revenue Sharing Agreement for Commercial Space at 636 El Camino Real Page 2 of 3 private agencies. The disposition of those assets may be accomplished by a revenue-sharing arrangement as approved by the Oversight Board on behalf of the affected taxing entities." Pursuant to a Master Lease Agreement, the RDA leased back from Mid-Pen the retail space for a term of 75 years. This was required to allow the RDA to control the commercial space tenants and ensure the spaces would be occupied. The Oversight Board and DOF authorized the assignment of the lease to the City. The City subsequently entered into sub-lease agreements for two of the three commercial spaces and has completed the tenant improvements in those two spaces. The City as Housing Successor Agency paid for the cost of the two retail spaces with funding from Mid-Pen. With the City now collecting rents, it is necessary for the City and Oversight Board to settle matters with respect to health and Safety Code Section 34176 (f) requiring a shared revenue agreement. DISCUSSION On August 19, 2014 the Oversight Board stated its preference that all net rental revenues (gross revenue minus operating costs and reserves) from the three retail spaces at 636 El Camino Real (the "Project") be conveyed to the taxing agencies. On September 10, 2014, the City Council acting as the Successor Agency Board approved the submittal of the Successor Agency's Recognized. Obligations Payment Schedule (ROPS) 14-15B to the Oversight Board for expenses between January 1 and June 30, 2015. ROPE 14-158 included $450,000 in Redevelopment Property Tax Trust Fund (RPTTF) for the cost of the initial tenant improvements in the third and final retail space in the Project. In return for providing RPTTF funds, the taxing agencies would receive all future net rental revenue from the Project. On September 23, 2014, Oversight Board approved the Successor Agency's ROPS 14-15B. The California Department of Finance subsequently reviewed the funding request for the Project and authorized it by virtue of approving BOPS 14-15B. On January 14, the City Council of the City of South San Francisco adopted a resolution approving the Revenue Sharing Agreement on behalf of the City and recommended as the Board of the Successor Agency that the Oversight Board adopt a resolution approving the Agreement. The actual expense for completing the tenant improvements will not occur until the City identifies a tenant. and negotiates a lease. Because RPTTF funds cannot be carried over from one ROPS period to the next, the funding request will appear in every ROPE cycle until the City enters into a lease agreement with a tenant and completes the tenant improvement. CONCLUSION Staff is requesting the Oversight Board approve the Revenue Sharing Agreement whereby, in exchange for providing $450,000 in RPTTF for the tenant improvements for the third retail space in the Project, the taxing agencies will receive all net revenue from all three retail spaces. A Project pro forma is attached and shows the taxing agencies will receive approximately$57,768 per year upon Project stabilization. As demonstrated in the pro forma., the Project's operating costs and the City's administrative expenses will be paid out of rent revenue. Once these expenses are paid and reserv=es for future repairs set aside, the net revenue will be conveyed to the County Auditor-Controller for distribution to the taxing agencies. Upon approval of the Revenue Sharing Agreement by the Oversight Board and DOF, the agreement will be signed by each of the taxiing agencies. The Revenue Sharing Agreement sets forth that the net rent Staff Report Subject: Revenue Sharing Agreement for Commercial Space at 636 El Camino Real. Page 3 of 3 revenue will be distributed to the taxing entities on a pro rata basis in proportion to each taxing agency's share of the base property tax revenues, as determined by the County Auditor-Controller. It is recommended that the Oversight Board adopt a resolution authorizing the Executive Director to enter into Revenue Sharing Agreements for Commercial Space at 636 El Camino Real with the City of South San Francisco, County of San Mateo, South San Francisco Unified School District, San Mateo County Community College District, San Mateo County Flood Control District, Colma Creek Flood Control Zone, Willow Gardens Parks and Parkways Maintenance District, San :.Mateo County Resource Conservation District, Bay Area Air Quality Management District and San Mateo County Harbor District. The final form of the Revenue Sharing Agreement is subject to Agency Counsel approval. B y . ..� a, B y Alex Greenwood /Mike Fu ellDirector of Economic and xecutive Director Community Development Attachments: Resolution Revenue Sharing Agreement 636 El Camino Real Retail Pro-Forma RESOLUTION NO,. OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY'TO THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO A REVENUE SHARING AGREEMENT FOR COMMERCIAL SPACE AT 636 EL CAMINO REAL WITH THE CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, SOUTH SAN FRANCISCO UNIFIED SCHOOL DISTRICT, SAN MATEO COUNTY COMMUNITY COLLEGE DISTRICT, SAN MATEO COUNTY FLOOD CONTROL DISTRICT COLMA CREEK FLOOD CONTROL ZONE,WILLOW GARDENS PARKS AND PARFKWAYS MAINTENANCE DISTRICT, SAN MATEO COUNTY RESOURCE CONSERVATION DISTRICT, BAY AREA AIR QUALITY MANAGEMENT DISTRICT AND SAN MATEO COUNTY HARBOR DISTRICT WHEREAS, in March 2011 the former Redevelopment Agency of the City of South San Francisco ("RDA"), ground-leased certain real property to the Mid-Peninsula Housing Coalition ("MPFIC") and provided a loan, using its housing and non-housing funds, to MPHC for the purpose of development of a mixed-use affordable housing project to be located at 636 El Camino Real in the City of South San Francisco. Substantially concurrently therewith, pursuant to a Master Lease Agreement the RDA leased back from MPf--IC a portion of the property to be developed as commercial retail space and associated parking, for a term of 75 years. WHEREAS, Pursuant to the Master Lease Agreement, MPHC agreed to pay a one-time sum to the RDA to be used for commercial tenant improvements, and the RDA agreed to make tenant improvements for its subtenants. WHEREAS, The California Legislature enacted.ABxl-26, effective as of June 30, 2011, as interpreted and modified on December 29, 2.011 by the California Supreme Court in California Rffdet)c1opmentAssodalion t). Matosantos. Pursuant thereto, the RDA was dissolved effective as of February 1, 2012. Successor agencies to redevelopment agencies were charged with administering redevelopment activities and winding down redevelopment for the benefit of holders of enforceable obligations and the taxing entities that would receive certain teal.property tax increment formerly paid to redevelopment agencies. The actions of successor agencies were to be overseen by local "oversight boards" established by ABxl-26,with additional review and approval authority residing in the California Department of Finance ("DOF"). - 1 - WHER11"AS, On.January 25, 2012, pursuant to Resolution No. 8-2012, the City Council of the City elected to serve as Successor Agency to the RDA and to retain the housing assets and functions of the RDA in its capacity as housing successor. WHERE-AS, On July 27, 2012, the California Legislature enacted s1B 1484,which modified ABx1-26 by, among other things, clarifying that a redevelopment successor agency is -a separate public entity from the public agency that provides for its governance. ABx1-26 and AB 1484 are referred to collectively herein as the "Redevelopment Dissolution Law." WH1-.RF'1AS,, Accordingly, on July 25, 201.2, pursuant to Resolution No. 06-2012, the Successor Agency affirmed that it is a separate public entity from the City and provided for its governance. WHEREAS, On August 31, 2012, pursuant to the Redevelopment Dissolution Law, DOF determined that the land leased to IMPHC and the loan made to MPHC by the RDA were housing assets and authorized their transfer to the City as housing successor to the RDA. WHEREAS, In September 2012 NTPHC completed construction of a 109-unit affordable housing development, with approximately 5,700 square feet of unimproved commercial space and associated parking, at 636 El Camino Real (the "Development"). WHIE.R.E'IAS, Because the Development contains approximately 5,,1,60 square feet of retail space, it is subject to health and Safety Code Section 34176(f , enacted as part of the Redevelopment Dissolution Law,which provides as follows- "If a development includes both 101,17- and moderate-income housing that meets the definition of a housing asset under subdivision (e) and other types of property use, including, but not limited to, commercial use, governmental use, open space, and parks, the oversight board shall consider the overall value to the community as well as the benefit to taxing entities of keeping the entire development intact or dividing the title and control over the property between the housing successor and the successor agency or other public or private agencies. The disposition of those assets may be accomplished by a revenue- sharing arrangement as approved by the oversight board on behalf of the affected taxing entities." WHEREAS, On April 16, 2013, the Oversight Board for the Successor Agency reviewed the Development at a public meeting. Pursuant to OB Resolution No. 12- 2013, the Oversight Board approved the assignment of the Commercial Portion of the Master Lease Agreement from the Successor Agency to the City, which administers the housing portion of the Master Lease Agreen-icrit. The Oversight Board found that the City held title to the entire property~ as housing successor to the RDA, and that such assignment would facilitate the construction of tenant improvements for the three cornmercial tenant spaces and the collection of rents therefor and benefit the taxing entities. The Oversight Board also directed staff to present terms for a revenue-sharing - 2 - arrangement with the taxing entities, which terms have been presented to and approved by the Oversight Beard. WHEREAS,Two of the three spaces in the Commercial Portion of the Development have been improved by the City as housing successor, using funds from MPHC pursuant to the Master Lease agreement and have been subleased to subtenants.. Funds for the final tenant improvements have been approved by the Oversight Board and DOF as enforceable obligations on the Recognized Obligations Payment Schedule ("ROPS")14-15B and future RODS until those tenant improvements have been completed. WHEREAS, `The Parties desire to enter into this Agreement in order to comply with the Redevelopment Dissolution Law and, specifically, Health and Safety Code Section 34176(f). NOW,THEREFORE,the Oversight Board to the former Redevelopment Agency of the City of South San Francisco does hereby resolve as follows:. 1. The Recitals set forth above are true and correct, and are incorporated herein by reference. 2. The Agreement, substantially in the form attached hereto, is hereby approved, and the Executive Director or his designee is hereby authorized to execute it on behalf of the Successor Agency,to make revisions to the Agreement,with review and approval by the Agency Counsel,which do not materially or substantially increase the Agency's obligations thereunder, to sign all documents; to make all approvals and take all actions necessary or appropriate to carry out and implement the intent of this Resolution. PASSED AND ADOPTED this 201h day of January, 2015, by the following vote: AYES: NOES: ABSTAIN: ATTEST: APPROVED: Successor Agency Clerk Chair - 3 - REVENUE-SHARING AGREEMENT PURSUANT TO HEALTH AND SAFETY CODE SECTION 34176(f) REGARDING COMMERCIAL SPACE AT 636 EL CAMINO REAL, SOUTH SAN FRANCISCO, CALIFORNIA This Revenue-Sharing Agreement ("Agreement"), dated for reference purposes as of 2015 ("Effective Date"), is entered into by and among the City of South San Francisco ("City"), Successor Agency to the Redevelopment Agency of the City of South San Francisco (Successor Agency"), the County of San Mateo, South San Francisco Unified School District, San Mateo County Community College District, San Mateo County Flood Control District Colma Creek Flood Control Zone, Willow Gardens Parks and Parkways Maintenance District, San Mateo County Resource Conservation District, Bay Area Air Quality Management District and San Mateo County Harbor District on the basis of the following facts, -understandings, and intentions of the aforementioned "Parties": RECITALS A. In March 2011 the former Redevelopment Agency of the City of South San Francisco ("RDA"), ground-leased certain real property to the Mid-Peninsula Housing Coalition ("MPHC") and provided a loan, using its housing and non-housing funds, to MPHC for the purpose of development of a mixed-use affordable housing project to be located at 636 El Camino Real in the City of South San Francisco. Substantially concurrently therewith, pursuant to a Master Lease Agreement the RDA leased back from MPHC a portion of the property to be developed as commercial retail space and associated parking, for a term of 75 years. B. Pursuant to the Master Lease Agreement, MPHC agreed to pay a one-time sum to the RDA to be used for commercial tenant improvements, and the RDA agreed to make tenant improvements for its subtenants. C. The California Legislature enacted ABxl-26, effective as of June 30, 2011, as interpreted and modified on December 29, 2011 by the California Supreme Court in California Redevelopment,4sso,ciation v. Matosantos, Pursuant thereto, the RDA was dissolved effective as of February 1, 2012. Successor agencies to redevelopment agencies were charged with administering redevelopment activities and winding down redevelopment for the benefit of holders of enforceable obligations and the taxing entities that would receive certain real property tax increment formerly paid to redevelopment agencies. The actions of successor agencies were to be overseen by local "oversight boards" established by ABx 1-26, with additional review and approval authority residing in the California Department of Finance ("DOF"), D. On January 25, 2012,pursuant to Resolution No. 8-2012, the City Council of the City elected to serve as Successor Agency to the RDA and to retain the housing assets and functions of the RDA in its capacity as housing successor. P4 E. On July 27, 2012, the California Legislature enacted AB 1484, which modified ABx 1-26 by, among other things, clarifying that a redevelopment successor agency is a separate public entity from the public agency that provides for its governance. ABxI-26 and AB 1484 are referred to collectively herein as the "Redevelopment Dissolution Law." F. Accordingly, on July 25, 2012, pursuant to Resolution No. _, the Successor Agency affirmed that it is a separate public entity from the City and provided for its governance. G. On August 31, 2012, pursuant to the Redevelopment Dissolution Law, DOF deten-nined that the land leased to MPHC and the loan made to MPHC by the RDA were housing assets and authorized their transfer to the City as housing successor to the RDA. H. In September 2012 MPHC completed construction of a 1.09-unit affordable housing development, with approximately 5,700 square feet of unimproved commercial space and associated parking, at 636 El Camino Real (the "Development"). 1. Because the Development contains approximately 5,160 square feet of retail space, it is subject to Health and Safety Code Section 34176 ft enacted as part of the Redevelopment Dissolution Law, which provides as follows, "If a development includes both low- and moderate-income housing that meets the definition of a housing asset under subdivision (e) and other types of property use, including,but not limited to, commercial use, governmental use, open space, and parks, the oversight board shall consider the overall value to the community as well as the benefit to taxing entities of keeping the entire development intact or dividing the title and control over the property between the housing successor and the successor agency or other public or private agencies. The disposition of those assets may be accomplished by a revenue-sharing arrangement as approved by the oversight board on behalf of the affected taxing entities." J. On April 16, 2013, the Oversight Board for the Successor Agency reviewed the Development at a public meeting. Pursuant to OB Resolution No. 12-2013, the Oversight Board approved the assignment of the Commercial Portion of the Master Lease Agreement from the Successor Agency to the City, which administers the housing portion of the Master Lease Agreement. The Oversight Board found that the City held title to the entire property as housing successor to the RDA, and that such assignment would facilitate the construction of tenant improvements for the three commercial tenant spaces and the collection of rents therefor and benefit the taxing entities, The Oversight Board also directed staff to present terms for a revenue-sharing arrangement with the taxing entities, which teens have been presented to and approved by the Oversight Board. K. Two of the three spaces in the Commercial Portion of the Development have been improved by the City as housing successor, using funds from MPHC pursuant to the Master Lease Agreement and have been subleased to subtenants. Funds for the final tenant improvements have been approved by the Oversight Board and DOF as enforceable obligations on the Recognized Obligations Payment Schedule ("RORS")14-1513 and future ROPS until those tenant improvements have been completed. P5 L. The Parties desire to enter into this Agreement in order to comply with the Redevelopment Dissolution Law and, specifically, Health and Safety Code Section 34176(f). NOW, THEREFORE, the Parties agree as follows: Section 1. Definitions. The following definitions shall apply in this Agreement: (a) "Agreement" means this Revenue-Sharing Agreement pursuant To Health and Safety Code Section 34176(f), as may be amended from time to time. (b) "Auditor-Controller" means the San,Mateo County Auditor-Controller. (c) "City" means the City of South San Francisco, whether acting in its own capacity or as housing successor to the RDA pursuant to Health and Safety Code Section 34176, (d) "Commercial Portion" means the three (3) retail spaces and associated parking at the Development. (e) "Development" means the mixed-use development located at 636 El Camino Real in South San Francisco. (0 "DOF" means the California Department of Finance. (g) "Effective Date" has the meaning given in the Preamble. (h) "Fiscal Year" means the fiscal year of the City in effect from time to time. The current Fiscal Year period of the City commences on July I of each calendar year and ends on the following June 30, (i) "Gross Revenue" means all revenue, income, receipts and other consideration actually received by City from the operation and leasing of the Commercial Portion. Gross Revenue shall include,but not be limited to: all rents, fees and charges paid by Commercial Portion subtenants; deposits forfeited by Commercial Portion subtenants; all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements with Commercial Portion subtenants; any release of funds from replacement or other reserve accounts by City other than for costs associated with the Commercial Portion. Gross Revenue shall not include subtenant security deposits, loan proceeds, capital contributions or similar advances made by the City. 0) "Net Revenue" means Gross Revenue minus Operating Expenses and reserves. (k) "Operating Expenses" means the following costs reasonably and actually incurred for the operation and maintenance of the Commercial Portion: lease payments to MPHC; property taxes and assessments; property management fees and reimbursements in accordance with industry standards for similar commercial projects; premiums for property damage and liability insurance related to the Commercial Portion; utility service costs not paid for directly or indirectly by subtenants; maintenance and repair costs; fees for licenses and P6 permits required for operation of the Commercial Portion; organizational costs and costs associated with accounting and legal fees of City incurred in the ordinary course of business; expenses for security services; advertising and marketing costs; commercial broker commissions; payment of deductibles in connection with casualty insurance claims not paid from reserves; subtenant services; the amount of uninsured losses actually replaced, repaired or restored and not paid from reserves; cash deposits into reserves for capital replacements in an amount no more than Twenty Thousand Dollars ($20,000) per year or such greater amount as reasonably required by MPHC or as required by a physical needs assessment prepared by a third party; cash deposits into operating/vacancy reserves in an amount reasonably determined by the City, but only if the accumulated operating reserve does not exceed four(4) months' projected operating expenses for the Commercial Portion; and other ordinary and reasonable operating expenses. (1) ""Oversight Board" means the Successor Agency's oversight board established and acting in accordance with the Redevelopment Dissolution Law. (m) "Parties" means all of the parties to this Agreement as set forth in the opening paragraph of this Agreement. "Party" means one of the Parties individually. (n) "RDA"means the former Redevelopment Agency of the City of South San Francisco. (o) "Redevelopment Dissolution Law" means collectively ABxl 26 enacted in June 2011 and AB 1484 enacted in June 2012. (p) "Successor Agency" means the Successor Agency of the Redevelopment Agency of the City of South San Francisco." (q) "Taxing Entities" means, collectively, the following entities that comprise affected taxing entities for purposes of the Redevelopment Dissolution Law: the County of San Mateo, the City of South San Francisco, South San Francisco Unified School District, San Mateo County Community College District, San Mateo County Flood Control District Colma Creek Flood Control Zone, Willow Gardens Parks and Parkways Maintenance District, San Mateo County Resource Conservation district, Bay Area Air Quality Management District and San Mateo County Harbor District. "Taxing Entities" shall also mean and include ERAF if and to the extent the Auditor-Controller determines that ERAF is entitled to a distribution of compensation pursuant to the provisions of Health and Safety Code Section 34188.] (r) "Tenant Improvement Expenses" means the following costs reasonably and actually incurred for improvement of the third space in the Commercial Portion: architectural and engineering services, construction contracts and change orders, printing and plan reproduction costs, tenant allowances, normal City pennits and fees, and all other ordinary and reasonable expenses associated with construction and construction management. Section 2. Purpose. This Agreement is executed with reference to the facts set forth in the foregoing Recitals, which are incorporated herein by reference. The purpose of this Agreement is to address the allocation of certain prospective revenues among the Taxing Entities that share in the property tax base ("Tax Base") for property located within the former City of P7 South San Francisco Redevelopment Project Areas ("Project Areas") formerly administered by the RDA. Section 3. Effectiveness. This Agreement shall become effective only upon satisfaction of the following conditions: (a) Approval of this Agreement by the Oversight Board; (b) Notification to the DOF of the Oversight Board approval and the effectiveness thereof in accordance with the provisions of Health and Safety Code Section 34179(h), Promptly following the effectiveness of this Agreement, the City and the Successor Agency shall transmit notice to all the other Parties that the Agreement is effective and specifying the date the Agreement became effective (the "Effective Date"). Section 4. Signatories With Respect To Certain Funds. (a) Special Districts and Funds. The governing boards of certain of the Taxing Entities administer certain special districts and funds that receive allocations of property taxes from the Tax Base, and are authorized to execute this Agreement on behalf of such special districts and funds as described below: (b) County Funds. The County administers the following special districts and funds, and in addition to entering into this Agreement for the County itself, the County is authorized to, and has entered into this Agreement on behalf of the following, each identified with the San Mateo County Auditor-Controller/S an Mateo County Tax Assessor's Fund Number. (c) rERAF. ERAF maybe entitled to a distribution pursuant to Section 6 of a portion of the Disposition Proceeds from the disposition of each Property. Pursuant to instruction and direction from the DOF and the Auditor-Controller, there is no need for a separate signatory to execute this Agreement on behalf of ERAF because the ultimate beneficiaries of any distribution hereunder to ERAF are themselves Taxing Entities that are signatories to this Agreement. Section 5. Revenue-Sharing Arrangement. (a) Distribution of Net Revenue. The Taxing Entities shall receive all Net Revenue from the Commercial Portion of the Development, for the term of the Master Lease Agreement, unless or until this Agreement is amended in writing by the Parties. Pursuant to Exhibit A, attached hereto and incorporated by reference herein, it is estimated that upon stabilization of the Commercial Portion, the Taxing Entities will receive approximately $57,768 per year. City shall remit Net Revenues on an annual basis to the Auditor-Controller within 90 days of the end of the City's fiscal year, The Auditor-Controller shall, within 90 days of receipt from City distribute the Net Revenue among the Taxing Entities in proportion to their shares of PS the Tax Base (the "Applicable Shares"), as determined by the Auditor-Controller pursuant to Health and Safety Code Section 34188. (b) Accounting Rg-quirements, At the time of each distribution pursuant to subsection (a), the City shall provide to the Taxing Entities and the Auditor-Controller a statement prepared in accordance with sound accounting practice that provides the City's calculation of the Net Revenue (the "Net Revenue Statement"). The City shall keep complete, accurate and appropriate books and records of its calculation of the Net Revenue with respect to each distribution, The Auditor-Controller shall have the right, on behalf of the Taxing Entities and upon reasonable written notice to City, to audit and examine such books, records and documents and other relevant items in the possession of City, but only to the extent necessary for a proper determination of Net Revenue. Section 6. Term of Agreqn2�ent Earl Termination. (a) Tenn. The term of this Agreement shall commence on the Effective Date and, unless sooner terminated as otherwise provided in this Agreement, shall expire upon the distribution by the City of all amounts owed to the Taxing Entities under this Agreement, (b) Early Termination. Notwithstanding any other provision of this Agreement, a Party may terminate this Agreement upon written notice to the other Parties if a court order, legislation, or DOF policy reverses the DO,Fs directive regarding the need for this Agreement and the payment of compensation by the City pursuant to Health and Safety Code Section 34176(f) (an "Early Termination"),. An Early Termination shall become effective five (5) days after the terminating Party delivers,the required notice to the other Parties in accordance with Section 7(a). Upon efflectiveness of an Early Termination, no Party shall have any further rights or obligations under this Agreement, and the City may retain the Net Revenue thereafter; provided, however, that the City shall have no right to recover any Net Revenue from any Taxing Entity that was distributed by the City of the Auditor-Controller pursuant to this Agreement and prior to the effective date of the Early Termination. Section 7. Miscellaneous Provisions. (a) Notices. All notices, statements, or other communications made pursuant to this Agreement to another Party or Parties shall be in writing, and shall be sufficiently given and served upon the Party if sent by (1) United States certified mail, return receipt requested, postage prepaid, or (2) nationally recognized overnight courier, with charges prepaid or charged to sender's account, and addressed to the applicable Party in the manner specified in the attached Exhibit C. Any Party may change its address for notice purposes by written notice to the other Parties prepared and delivered in accordance with the provisions of this Section 7(a). (b) No Third..Party,beneficiaries. No person or entity other than the Parties and their permitted successors and assigns, shall have any right of action under this Agreement. (c) Litigation Regarding Agreement. In the event litigation is initiated attacking the validity of this Agreement, each Party shall in good faith defend and seek to uphold the Agreement; provided, however,that the costs of such litigation shall be borne solely by the City and/or the Successor Agency. P9 (d) State Law; Venue. This Agreement, and the rights and obligations of the Parties hereto, shall be construed and enforced in accordance with the laws of the State of California. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of San Mateo County, California or in the Federal District Court for the Northern District of California. (e) Attorneys' Fees. In any action which a Party brings to enforce its rights hereunder, the unsuccessful Party or Parties shall pay all costs incurred by the prevailing party, including reasonable attorneys' fees, (f) Entire Agreement-, Amendment. This Agreement constitutes the entire and integrated agreement of the Parties and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be modified only in writing and only if signed by all of the Parties and approved by the Oversight Board and the DOF, except as otherwise provided below. If, at the time of a proposed amendment of this Agreement, the Successor Agency and the Oversight Board have been terminated in accordance with the applicable provisions of the Redevelopment Dissolution Law, then the proposed amendment shall. not require execution by the terminated Successor Agency or approval by the terminated Oversight Board. In that event, to obtain the approval of the DOF for such proposed amendment, the City shall transmit the proposed amendment to the DOF on behalf of the remaining Parties and seek the timely approval by the D�OF for such amendment. (g) Countelparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon, provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Parties. Any executed counterpart of this Agreement may be delivered to the other Parties by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered. (h) Non-Waiver, No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the waiving Parties, (i) No Partnership, Nothing contained in this Agreement shall be construed to constitute any Party as a partner, employee,joint venturer, or agent of any other Party. 0) Ambiguities. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party does not apply in interpreting this Agreement. (k) Exhibits. The following exhibits are incorporated in this Agreement by reference: Exhibit A. Pro Forma Exhibit B: Illustrative Taxing Entities Applicable Shares of Property Taxes Exhibit C: List of Addresses for Notice Purposes NO (1) Severability. If any ten-n, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability. (in) Action or AppLoval. Whenever action and/or approval by the City is required under this Agreement, the City Manager or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the City Manager determines in his or her discretion that such action or approval requires referral to the City Council for consideration, Whenever action and/or approval by the Successor Agency is required under this Agreement, the Executive Director or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the Executive Director determines in his or her discretion that such action or approval requires referral to the Successor Agency Board for consideration. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dates set forth in the opening paragraph of this Agreement, SIG NA T URES ON FO L L 0 WING PA GES pli For Attestation and/or Approval For Execution as to Farm (Optional) Ike uir SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO) By: Print Name: Title: CITY OF SOUTH SAN FRANCISCO By: Print.Name: Title: COUNTY OF SAN MATEO) By: Print Name: Title: SOUTH SAN FRANCISCO UNIFIED SCHOOL DISTRICT By: Print Name: Title: P12 SAN MATEO COUNTY COMMUNITY COLLEGE DISTRICT By: Print Name: Title: SAN MATEO COUNTY FLOOD CONTROL DISTRICT COLMA CREEK FLOOD CONTROL ZONE AND SUBZONES By: Print Name: Title: WILLOW GARDENS PARKS AND PARKWAYS MAINTENANCE DISTRICT By:. Print.Name: Title: BAY AREA AIR QUALITY MANAGEMENT DISTRICT By: Print Name: Title: P13 SAN MATEO COUNTY HARBOR DISTRICT By: Print Name: Title: SAN MATEO COUNTY RESOURCE CONSERVATION DISTRICT By: Print Name: Title: COUNTY EDUCATION TAX By: Print Name: Title: P14 EXHIBIT A Pro Formuu-1 pis REVENUE SHARING AGREEMENT EXHIBIT A 636 ECR Retail[Pro-forma Calculation Monthly Base Factors 1 2 3 Income Gross Rents Unit 1 1600 SF $ 3,000 3% $36,000 $37,080 $ 38,192 Unit 2 1387 SF $ 2,000 3% $24,000 $24,720 $ 25,462 Unit 3 2360 SF $ 4,000 3% $ - $ - $ 48,000 Soft Costs Management Fee Security Deposits Held Gross Income $ 9,000 $60,019 $61,830 $ 111,703 Expenses Construction Architectural General Contractor Permits and Fees 5.00% Legal.Fees 2,00% Construction Management(staff) Developer Fee 0.00%® Other Soft Costs/Contingency 5.00% Occupancy Broker Commission Service Contracts Property Management(3rd party) 10.0% $ 6,000 $ 6,180 $ 11,165 Grounds/Parking (3rd party) 3.0% $ 1,800 $ 1,854 $ 3,350 Repairs/Maintenance 0.0% $ - $ - $ - Janitorial/Common Areas (3rd party) 2,0% $ 1,200 $ 1,236 $ 2,233 Extermination 0.0% $ - $ - $ - Fire Detection System Monitoring (3rd party) 1.0% $ 600 $ 618 $ 1,117 Fire Extinguishers(3rd party) 0.5% $ 300 $ 309 $ 558 Security 0.0% $ - $ - $ - Utilities Gas/Electric Common Areas $ 300.00 5% $ 3,600 $ 3,780 $ 3,969 Water/Sewer $ - 5'% $ - $ - $ - Gargbage $ 5% $ $ $ Tax& Insurance Possessory Tax 0% $ $ $ - Property Liability Insurance 2% $ 1,200 $ 1,237 $ 1,261 City Operating and Admin Fees Operating (Staff) 5,0% $ 3,000 $ 3,090 $ 5,583 Overhead 0.0% $ - $ - $ - Accounting (Staff) 5.0% $ 3,000 $ 3,090 $ 5,583 Management Fee 0.0% $ - $ - $ - Security Deposits Security Deposits Held Interest 1.5% $ 135 $ 135 $ 135 Reserves Operating/Vacancy 2.0% $ 1,200 $ 1,236 $ 2,233 Replacement 15.0% $ 9,000 $ 9,270 $ 16,748 Total Operating Expenses $31,035 $11,035 $ 53,935 Net Operating Income $28,984 $50,795 $ 57,768 P16 REVENUE SHARING AGREEMENT EXHIBIT B ILLUSTRATIVE TAXING ENTITIES APPLICABLE SHARES OF PROPERTY TAXES Tax Entity/Fund %Total County of San Mateo 25.77% City of South 'San Francisco 16.73% 'South San Francisco Unified School District 4191% %p San Mateo County Community College District 7.38% San Mateo County Flood Control District Colma Creek. Flood Control Zone and Subzones 1.64✓o Willow Gardens Parks and Parkways Maintenance District 0.3:2%® Bay Area Air Quality Management District 0.23% San Mateo County Harbor District 038% San Mateo County Resource Conservation District 0.00% County Education Tax 3.84% Total ion P17 REVENUE SHARING AGREEMENT EXHIBIT C LIST OF ADDRESSES FOR NOTICE PURPOSES City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Successor Agency to the Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 County of San Mateo 555 County Center Redwood City, CA 94063-1665 South San Francisco Unified School District 398 B Street South San Francisco, CA 94080 San Mateo County Community College District 3401 CSM Drive San Mateo, CA 9,4402 San Mateo County Flood Control District Colma Creek Flood Control Zone 555 County Center, 5th Floor Redwood City, CA 94063 Willow Gardens Parks and Parkways Maintenance District 555 County Center Redwood City, CA 94063-1665 San Mateo County Resource Conservation District 625 Miramontes Street, Suite 103 Half Moon Bay, CA 94019 Bay Area Air Quality Management District 939 Ellis Street San Francisco, CA 94109 San Mateo County Harbor District 400 Oyster Point Blvd. Suite 300 So. San Francisco, Ca 94080 2371825.1 P18 636 ECR Retail Pro-forma Calculation Monthly Base Factors 1 2 3 Income Gross Rents Unit 1 1600 SF $ 3,000 3% $36,000 $37,080 $ 38,192 Unit 2 1387 SF $ 2,000 3% $24,000 $24,720 $ 25,462 Unit 3 2360 SF $ 4,000 3% $ - $ - $ 48,000 Soft Costs Management Fee Security Deposits Held -dross income $ 9,000 $6O,019 $61,830 $ 111,703 Expenses Construction Architectural General Contractor Permits and Fees 5.00% Legal Fees 2.00% Construction Management(staff) Developer Fee 0.00% Other Soft Costs/Contingency 5.00% Occupancy Broker Commission Service Contracts Property Management(3rd party) 10,0% $ 6,000 $ 6,180 $ 11,165 Grounds/Parking (3rd party) 10% $ 1,800 $ 1,854 $ 3,350 Repairs/Maintenance 0.0% $ - $ - $ - Janitorial/Common Areas (3rd party) 2.0% $ 1,200 $ 1,236 $ 2,233 Extermination 0.0% $ - $ - $ - Fire Detection System Monitoring (3rd party) 1.0% $ 600 $ 618 $ 1,117 Fire Extinguishers(3rd party) 0.5% $ 300 $ 309 $ 558 Security 0.0% $ - $ - $ - Utilities Gas/Electric Common Areas $ 300.00 5% $ 3,600 $ 3,780 $ 3,969 Water/Sewer $ - 5% $ - $ - $ - Gargbage $ 5% $ - $ - $ Tax&Insurance Possessory Tax 0% $ - $ - $ - Property Liability Insurance 2% $ 1,200 $ 1,237 $ 1,261 City Operating and Admin Fees Operating (Staff) 5.0% $ 3,000 $ 3,090 $ 5,583 Overhead 0,0% $ - !$ - $ - Accounting ('Staff) 5.0% $ 3,000 $ 3,090 $ 5,583 Management Fee 0.0% $ - $ - $ - Security Deposits Security Deposits Held Interest 1.5% $ 135 $ 135 $ 135 Reserves OperatingNacancy 2.0% $ 1,200 $ 1,236 $ 2,233 Replacement 15.10% $ 9,000 $ 9,270 $ 16,748 -Total Operating Expenses $31,035 $11,035 $ 53,935 Net Operating Income $28,984 $50,795 $ 57,768 P19 Redevelopment Successor agency Oversight Board ZIP0 �itaff Report ATE. January 20, 2015 TO: Members of°the Oversight Board FROM: Alex Greenwood, Economic and Community Development Director SUBJECT: RESOLUTION APPROVING AN AMENDED AND RESTATED LICENSE AGREEMENT WIT14 PACIFIC GAS & ELEC:TRIC, A CALIFORNIA CORPORATION, FOR VACANT, UNIMPROVED SITES ON ANTOINETTE LANE (APN 93-312-050) AND MISSION ROAD (APN 93-31.2-060) IN SOUTH SAN FRANCISCO RECOMMENDATION The Successor Agency recommends that the Oversight Board .authorize the Executive Director to execute the attached amended and restated. License Agreement with PG&E to temporarily use two vacant sites on Antoinette Lane and Mission Road for a contractor office, staging area and employee parking for the period from February 1, 2015. through ,Tune 30, 2015,. subject to approval from the Department of Finance. BACKGROUND/DISCUSSION Pacific Gas and Electric (PG&E) is requesting that the Successor Agency grant a License for PG&E staff and contractors to temporarily use two vacant, unimproved properties for use as a contractor office, staging area, temporary stockpiling of dirt spoil, and employee parking. The two properties include the lot on Antoinette .Lane (72,200 square feet) and the portion of the former droving range on Mission Road near Grand Avenue (13,939 square feet). In 2010, a portion of Line 132 was responsible for the destruction of a neighborhood in San Bruno. After the disaster, PG&E was tasked with surveying, inspecting and upgrading the pipeline along the entire route. In South San Francisco, the pipeline is located from San Bruno and Coln.a, generally following El Camino Real, Antoinette Lane and Mission Road. In 2011, PG&E inspected the pipeline and found leaks in the pipe on Antoinette Lane and on Mission Road, between Colma Creek to Lawndale Drive. In 2011 and 2012, PG&E made temporary repairs and permanent pipeline replacement so that South San Francisco residents could receive gas service during the winter months. On April 15, 2014, the Oversight Board approved the License Agreement to allow PG&E to use the property on Antoinette Lane in order for them to construct the permanent upgrades to the existing gas pipeline system. The existing License Agreement, with a term from June 1, 2014 to December 31, 2014, permits PG&E to request an extension of the existing term for up to two months upon written. request delivered to Successor Agency not later than thirty days prior to the expiration of the initial term. The Agreement states that the Successor Agency will not withhold consent to an extension of the term for a period of up to two additional months if Licensee reasonably requires such extension in Staff Report Subject: License Agreement with PG&E at Antoinette Lane & Mission Road Page 2 order to complete construction activities on the adjacent property. Therefore, PG&E can continue to use the property on Antoinette Lane until February 28, 2015. Since the existing License Agreement does not apply to the property on Mission Road, the City and PG&E must enter into a new License Agreement that will apply to the use on both properties, On November 4, 2014, PG&E infon-ned that City that it plans to complete the permanent replacement gas pipeline through South San Francisco by June 30, 2015. In order to complete the project on time, PG&E is requesting that the Successor Agency grant a new License Agreement that will allow them to use the 72,200 square feet lot at Antoinette Land and a 13,939 square feet portion of the lot on Mission Road from February 1, 2015 to June 30, 2015. The company will use the properties as staging areas that include storage of equipment, temporary stacking of soil, contractor's office, and employee parking. PG&E is also requesting that the City allow them to work during the evening hours, subject to approval of the Public Works Director. All teirns and conditions addressed in the existing Agreement, such as the Engineering Division requirements, shall apply during the new term. The License Agreement includes new Engineering Division conditions that will regulate the stacking of soil, noise, equipment storage, and possible night work in order to mitigate any conflicts with adjacent neighborhoods. PG&E will also be required to install screening and maintain the properties during the term of use. The company will be required to restore the property and repair any damage to adjacent streets and sidewalks at the end of the term. Long Range Property Management Plan In November 2013, the Oversight Board approved the Long Range Property Management Plan (LRPMP), which includes the subject sites. The two sites are part of the fanner PUC properties that are zoned according to a blend of development intensity as dictated by the El Camino Real/Chestnut Avenue Land Use Plan. The designations include High Density Residential, El Camino Real Mixed Use North, El Camino Real Mixed Use North High Intensity, El Camino Real Mixed Use North Medium Intensity and Public Use. Sitting along El Camino Real and in close proximity to the BART station, the former PUC properties are a perfect example of land suitable for transit-oriented development. It is anticipated that the sites will be marketed for sale this year and developed for transit oriented residential uses in 2016. The proposed use of the subject sites is temporary only and would upgrade a gas line that serves residents in South San Francisco and the San Francisco Peninsula. The proposed use would not impede the goals of the Oversight Board to market and develop the area as approved in the LRPMP. Proposed Rent PG&E has agreed to pay a monthly rent of$11,198.00 to use both properties as a construction office, a staging area, temporary stockpiling of dirt spoil, and parking for approximately 35 vehicles. The rent is based on comparable rents for similar temporary uses found in South San Francisco's industrial and commercial areas, which is estimated to be $0.13 per square feet for 86,139 square feet of unimproved vacant land. The rent for the vacant and the unimproved site on Antoinette Lane and Mission Road is the same as the rent paid by PG&E in 2014. Successor Agency Recommendation On January 14, 2015, the Successor Agency adopted a resolution recommending that the Oversight Staff Report Subject: License Agreement with PG&E at Antoinette Lane & Mission Road Page 3 Board approve an amended and restated License Agreement with PG&E to use the vacant sites on Antoinette Lane and Mission Road for a contractor office, staging area, stacking of soil, and employee parking. CONCLUSION PG&E is requesting that the Oversight Board approve the amended License Agreement with the Successor Agency for its staff and contractors to use the vacant and unimproved properties on Antoinette Lane and Mission Road (See Exhibit B in the amended and restated License Agreement). The Successor Agency recommends that that the Oversight Board approve the attached amended License Agreement to temporarily use the vacant site on Antoinette Lane for a contractor office and staging area for the period from February 1, 2015 through June 30, 2015, subject to approval from the Department of Finance. By: Approved-.-.... Alex Greenwood li'k F 4r I C Economic and Community City Manager Development Director Attachments: 1. Location Map 2. Resolution 3. Amended and restated License Agreement 4, Letter from PG&E, dated November 4, 2014 5, Letter from PG&E dated December 3, 2014 6. Letter from PG&E, dated November 21, 2014 (summarizing the 2015 work schedule) LOCATION Xv pop ✓ ti p k i.. M , �r-� �� .1'` �r�1 �.:a� �'F��dam• Kaiser G Medical w y � . Cou ty ill', ,C. r s CEnt 6 r e- 1 } a \ �1 I~ J7 w XX, ~ ry ~t i y IW��yy 777 / -An' — G _ 7 , -. r�� RESOLUTION NO. OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO RESOLUTION APPROVING AN AMENDED AND RESTATED LICENSE AGREEMENT WITH PACIFIC GAS & ELECTRIC, A CALIFORNIA CORPORATION, FOR VACANT, UNIMPROVED SITES ON ANTOINETTE LANE (APN 93-312- 050) AND MISSION ROAD (APN 93-312-060) IN SOUTH SAN FRANCISCO WHEREAS, on March 13, 2013, the City of South San Francisco ("City") approved the transfer of, and the Successor Agency to the Redevelopment Agency of the City of South San Francisco ("Successor Agency"), approved the acquisition of, that certain real property consisting of a vacant, unimproved sites on Antoinette Lane, identified as APN 093-312-050, and Mission Road, identified as APN 093-312-060, in South San Francisco, California ("Property"); and WHEREAS, in November 2013, Oversight Board adopted the Long Range Property Management Plan ("LRPMP") for the Successor Agency, which includes the Property. The Property is part of the former PUC properties that are zoned according to a blend of development intensity as dictated by the El Camino Real/Chestnut Avenue Land Use Plan; and WHEREAS, in January 2014, Pacific Gas & Electric Company (PG&E) submitted a letter to the Successor Agency and the Oversight Board staff requesting that the Successor Agency and the Oversight Board approve a License Agreement for a contractor office, staging area and employee parking on the Property for the period from May 1, 2014 through December 31, 2014, in order to facilitate an upgrade to PG&E's existing gas pipeline system on the San Francisco Peninsula; and WHEREAS, on November 4, 2014 and December 3, 2014, Pacific Gas & Electric Company (PG&E) submitted letters to the Successor Agency and the Oversight Board staff requesting that the Successor Agency and the Oversight Board approve a new License Agreement for a contractor's office, staging area and employee parking on the Property, beginning on February 1, 2015; and WHEREAS, the existing License Agreement that applies on to the property on Antoinette Lane expires on December 31, 2014. But, the Agreement allows PG&E to extend the term of the Agreement on that property to February 28, 2015; and WHEREAS, PG&E is requesting that the Oversight Board approve a new License Agreement from February 1, 2015 to June 30, 2015 that will apply to both properties, subject to Department of Finance approval. All other terms and conditions, including new Engineering Division conditions for the properties on Antoinette Lane and Mission Road, of the existing Agreement shall apply during the term; and WHEREAS, Successor Agency staff and PG&E's representative have negotiated a proposed License Agreement; and WHEREAS, the proposed use is temporary only and would not impede the goals of the Oversight Board to develop the Property as set forth in its approved LRPMP; and WHEREAS, on January 14, 2015, the Successor Agency adopted a Resolution approving the License Agreement and authorizing its execution, and recommending that the Oversight Board approve the License Agreement; and WHEREAS, the Oversight Board has considered the proposed License Agreement, which is for a term of four months with a two-month option for extension, at a duly-noticed public meeting-, and WHEREAS, the Successor Agency recommends that the Oversight Board approve the License Agreement; and WHEREAS, Health and Safety Code Section 34179(e) requires that all actions taken by the Oversight Board shall be adopted by resolution. NOW, THEREFORE, the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco does hereby resolve as follows: I The Recitals set forth above are true and correct, and are incorporated herein by reference. 2. The License Agreement between the Successor Agency and Pacific Gas & Electric for vacant, unimproved property on Antoinette Lane and Mission Road, in the form attached to this Resolution as Exhibit A, is hereby approved. 3. The Executive Director or his designee is authorized to execute the Lease Agreement and to take such other and further actions as are necessary and appropriate to implement the License Agreement. 4. Successor Agency staff is directed to submit this Resolution, the accompanying Staff Report and the License Agreement to the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco, for its consideration in accordance with Assembly Bill x 126, as modified by Assembly Bill 1484. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the governing board of the Successor Agency to the Redevelopment Agency of the City of South San Francisco at a meeting hold on the 20th day of January, 2015 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk XHIBIT A LICENSE AGREEMENT 2387922.1 AMENDED AND RESTATED LICENSE AGREEMENT This License Agreement (this "Agreement" or"License") is entered into effective as of February 1, 2015 ("Effective Date") by and between the Successor Agency to the Redevelopment Agency of the City of South San Francisco, a public entity (the "Successor Agency ") and Pacific Gas and Electric Company, a California Corporation (the "Licensee"). Successor Agency and Licensee are hereinafter collectively referred to as the "Parties." RECITALS A. Successor Agency is the owner of that certain real property located at Antoinette Lane, City of South San Francisco, known as San Mateo County Assessor's Parcel No. 093-312- 050 and located at Mission Road, City of South San Francisco, known as San Mateo County Parcel No. 093-312-060, more particularly described in Exhibit A attached hereto (collectively referred to as the "Property"). B. The Parties executed a License Agreement on in order to allow Licensee to use the Vacant Lot on Antoinette Lane for a construction staging area, construction office, and employee and contractor parking, relating to the existing gas line repair and construction project on land located adjacent to, the Property, which will expire on February 28, 2015, C. Licensee is anticipates that the construction and repair project relating to the existing gas line project on land located adjacent to the Property will extend until June, 2015, and desires to obtain a new license from Successor Agency to use portions of two vacant lots for a construction staging area, construction office, and employee and contractor parking, the Property, for which a license is granted pursuant to this Agreement (the " Licensed Premises") is described in Exhibit B attached hereto. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Grant of License e �..License Fee,• No Leasehold or Prop!grt Ri hts Created. Successor Agency hereby grants to Licensee a revocable license to use the Licensed Premises solely for use as a construction staging area, construction office, temporary stockpiling of dirt spoil, night and weekend work, and employee and contractor parking (collectively, the "Permitted Activity"), undertaken in compliance with the conditions of approval set forth in Exhibit D attached hereto and the Conditions of Use set forth in Section 4 below. Subject to adjustment pursuant to Section 2.1 below, on or before the first day of each calendar month during the term of this Agreement, Licensee shall pay to Successor Agency a fee (the "License Fee") in the amount of Eleven Thousand, One Hundred and Ninety-Eight Dollars ($11,198-001) per month. For any partial month at the beginning or end of the term of this Agreement, the License Fee shall be prorated on the basis of a 30-day month. This Agreement is not intended to nor shall it be interpreted to create or vest in Licensee any leasehold or any other property rights or interests in the Property or the improvements located thereon, or any part thereof. 1 1.1 Late Chime. Licensee acknowledges that the late payment of the License Fee will cause Successor Agency to incur administrative costs and other damages, the exact amount of which would be impracticable or extremely difficult to ascertain. Licensee and Successor Agency agree that if Successor Agency does not receive any such payment within five (5) calendar days after such payment is due, Licensee shall pay to Successor Agency an amount equal to ten percent (10%) of the overdue amount as a late charge for each month or partial month that such amount remains unpaid. The Parties acknowledge that this late charge represents a fair and reasonable estimate of the costs that Successor Agency will incur by reason of the late payment by Licensee, but the payment of such late charge shall not excuse or cure any default by Tenant under this Agreement. The Parties further agree that the payment of late charges pursuant to this Section 1.1 and the payment of interest pursuant to Section 1.2 are distinct and separate from one another in that the payment of interest is to compensate Successor Agency for the use of Successor Agency's money by Licensee, while the payment of a late charge is to compensate Successor Agency for the additional administrative expense incurred by Successor Agency in handling and processing delinquent payments, but excluding attorneys' fees and costs incurred with respect to such delinquent payments. Acceptance of any late fees and late charges shall not prevent Successor Agency from exercising any of the other rights and remedies available to Successor Agency under this Agreement for any other default by Licensee. 1.2 Interest. Any amount due fi-orn, Licensee to Successor Agency which is not paid when due shall bear interest at the lesser of ten percent (10%) per annum or the maximum rate which Successor Agency is permitted by law to charge, from the date such payment is due until paid, but the payment of such interest shall not excuse or cure any default by Licensee under this Agreement. 2, Term of License. The term of the License and right of entry granted hereby, shall commence on the Effective Date and shall continue until June 30, 2015 (the "Termination Date")unless Successor Agency or Licensee terminate this Agreement pursuant to Section 3 below, 2.1 Extension of I erii License Fee Llurn Extension P enod. Upon written request by Licensee delivered to Successor Agency not later than thirty(30) days prior to the expiration of the initial term of this License, Licensee may request an extension of the term. Successor Agency will not withhold consent to an. extension of the term for a period of up to two (2) additional months if Licensee reasonably requires such extension in order to complete construction activities on the adjacent property. The License Fee payable during each month during such extension shall be the sum of Twelve Thousand, Two Hundred and Fifty-One Dollars ($12,25 1.00). All other terms and conditions of this Agreement shall apply during any extension of the terni, 3. Termination of License, 3.1 Termination for Cause. Successor Agency may terminate or suspend this License by written notice to Licensee following Licensee's breach of its obligations under this Agreement if Licensee fails to cure any such breach within ten (10) days following written notice of default from the Successor Agency . 2 4. Conditions of Use. Licensee's right to enter upon and use the Licensed icensed Premises is limited to the Permitted Activity (defined in Section I above) subject to compliance with all conditions of approval set forth in Exhibit D and all conditions set forth in this Section (collectively, the "Conditions of Use"). Without limiting the foregoing, Licensee agrees to comply with all of the following specific requirements: a. Licensee shall be liable for any damage to the Property, or any part thereof, or any improvements located thereon, or any other property of the Successor Agency or the City of South San Francisco ("City") or City right of way (collectively, "City Property") that occurs as a result of this License and the use of the Licensed Premises, unless caused by the gross negligence or willful misconduct of the Successor Agency, the City, or their respective employees, agents or contractors. Any damage to the Property, the improvements located thereon, or City Property shall be immediately repaired to the satisfaction of Successor Agency or City, as applicable, at Licensee's sole cost and expense, b. Licensee shall not encroach on the public right of way adjacent to the Property. c. Licensee shall incorporate all stoin-i water pollution control measures required by an approved storm water pollution prevention plan. Licensee shall employ adequate dust control measures to ensure that neighboring businesses and residences are not adversely impacted by Licensee's activities on the Licensed Premises, Licensee shall comply with all Conditions of Use and with all state, federal and local laws, regulations, rules and orders, applicable to this License, the Property or the Permitted Activity, including without limitation all Environmental Laws (defined in Exhibit C attached hereto and incorporated herein by reference. Licensee shall not cause or permit any Hazardous Material (defined in Exhibit C) to be generated, brought onto, used, stored, or disposed of in or about the Property. (i) Notice of Release or Investigation. If during the term of this Agreement, Licensee becomes aware of(a) any actual or threatened release of any Hazardous Material in, on, under, or about the Property, or (b) any inquiry, investigation, proceeding, or claim by any government agency or other person regarding the presence of Hazardous Material in, on, under, or about the Property, Licensee shall give Successor Agency written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to Successor Agency copies of any claims, notices of violation, reports, or other writings received by Licensee that concern the release or investigation, (ii) Remediation Obligations. If the Presence of any Hazardous Material brought onto the Property by Licensee or Licensee's agents, employees, invitees, customers, consultants, contractors or subcontractors results in contamination of the Property or any part thereof, Licensee shall promptly take all necessary actions to remove or remediate such Hazardous Materials, whether or not they are present at concentrations exceeding state or federal maximum concentration or action levels, or any governmental agency has issued a cleanup order, at Licensee's sole expense, to return the Property to the condition that existed before the 3 introduction of such Hazardous Material. Licensee shall first obtain Successor Agency's approval of the proposed removal or remedial action. d. Licensee shall not impair or interfere with Successor Agency's ability to access the Property.. e. Licensee expressly acknowledges and agrees that Successor Agency shall. have no obligation to provide security services or fencing, and Licensee's use of the Licensed Premises is at Licensee's own risk. f. Licensee expressly acknowledges and agrees that Successor Agency has no obligation to maintain or repair the Property, the improvements located thereon, or the Licensed Premises, and Licensee accepts use of the Licensed Premises in its AS-IS condition. g. Licensee shall, at Licensee's sole cost and expense, maintain the Licensed Premises in its condition existing as of the Effective Date, reasonable wear and tear excepted, and shall keep the Licensed Premises in condition free of debris, litter and graffiti. Without limiting the generality of the foregoing, Licensee shall be responsible for maintaining any landscaping located on the Licensed Premises, and for undertaking at Licensee's sole expense without reimbursement, any necessary repair or resurfacing of paved surfaces on the Licensed Premises and any repair or maintenance of fencing and lighting. Licensee shall be responsible for payment of all utilities serving the Licensed Premises. Licensee shall take reasonable steps to ensure that access to the Licensed. Premises is limited to Licensee and Licensee's agents, employees, contractors and subcontractors. At Licensee's sole expense without reimbursement, Licensee shall install and maintain security fencing around the perimeter of the Antoinette Lane Licensed Premises throughout the term of this Agreement. h. Successor Agency shall have the right at all times during the term of this Agreement to enter upon and to inspect the Licensed Premises to ensure compliance with this Agreement. i. Existing improvements to the Licensed Premises shall be restored to existing or better condition. Improvements shall include, but not be limited to, pavement, curbs, gutters, sidewalks, storm and sanitary sewer facilities, public utilities, surface improvements, landscaping, and lighting. Licensee shall be responsible for cleanup of any contamination by regulated substances introduced to the site by Licensee's activities on the Licensed. Premises. Prior to the expiration of the term of this Agreement (as such.may be extended pursuant to Section 2.1 12.11, at Licensee's sole cost and expense, Licensee shall remove all vehicles, equipment, materials and personal property from the Licensed Premises and shall restore the Licensed Premises to its condition existing as of the Effective Date, reasonable wear and tear excepted ("Original Condition"). if Licensee fails to comply with the foregoing, Successor Agency shall have the right to remove all vehicles, equipment., materials and personal property from the Licensed Premises and to restore the Licensed Premises to Original Condition, and Licensee shall be obligated to pay Successor Agency for all costs incurred by Successor Agency in connection with such removal and restoration within five (S) business days following receipt of Successor Agency's invoice therefor. 4 j. All lay down and staging areas shall be fenced to prevent public access and screened from public view. Prior to storing materials on the Licensed Premises, Licensee shall, at Licensee's sole expense without reimbursement, screen from view the portion of the Licensed Premises that fronts along Antoinette Lane, Mission Road and the portion of the Licensed Premises that faces the Chestnut Avenue located to the south of the Property. Screening materials shall be approved by Successor Agency, which approval will not be unreasonably withheld. k. Licensee shall coordinate with private owners adjacent to the project site to minimize impacts due to construction. Licensee shall notify all nearby residents and businesses affected by the work within 300 feet of the project site. Notifications shall include at a mimmum: work hours, Licensee contact inforination, brief description of the work, and project duration. A copy of the notices shall be provided to the Successor Agency for review prior to distribution. 1. Use of the Property is limited to Licensee's employees, consultants and contractors and is limited to construction hours (8 a.m. through 8 p.m. Monday through Friday, unless otherwise approved by the City Engineer or authorized representative. Any weekend or night work shall be approved by the City Director of Public Works. Weekend hours shall comply with the SSF Municipal Code. Without limiting the generality of the foregoing, no overnight parking shall be pemiitted on the Property. Licensee estimates that the Parking Lot will be used for approximately thirty-five (35) vehicles during construction hours, 5. Indemnification. Licensee agrees to indemnify, defend (with counsel approved by City) and hold the City, the Successor Agency, and their respective elected and appointed officers, officials, employees, agents and representatives (all of the foregoing collectively "Indemnitees") harmless from and against all liability, loss, cost, claim., demand, action, suit, legal or administrative proceeding, penalty, deficiency, fine, damage and expense (including, without limitation, reasonable attorneys' fees and costs of litigation) (all of the foregoing collectively "Claims") resulting from or arising in connection with use of the Property or the improvements located.thereon by Licensee or Licensee's agents, employees, invitees, contractors or subcontractors, including without limitation, Claims arising as a result of or in connection with any release of any Hazardous Material in, on, under or about the Property by Licensee, or Licensee's agents, employees, invitees, contractors, or subcontractors, or any other violation of any Enviromriental Law by Licensee or Licensee's agents, employees, invitees, contractors or subcontractors, except and to the extent caused solely by the gross negligence or willful misconduct of any of the Indemnitees. Licensee's indemnification obligations set forth in this Section 5 shall survive the expiration or earlier termination of this Agreement, 6. Release of Claims. Licensee hereby waives, releases, and discharges forever the Indemnitees from all present and future Claims arising out of or in any way connected with entry upon or use of the Property and the improvements located thereon by Licensee or Licensee's agents, employees, invitees, contractors or subcontractors, including without limitation all Claims arising in connection with any injury to persons or damage to or theft of vehicles, 5 equipment, materials, or any other personal property, except and to the extent caused solely by the gross negligence or willful misconduct of any of the Indemnitees. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement. 7. Insurance. Throughout the term of this License, Licensee shall maintain a commercial general liability policy in the amount of at least Two Million Dollars ($2,000,000) combined single limit, or such other policy limit as Successor Agency may require in its reasonable discretion, including coverage for bodily injury, property damage and contractual liability coverage. Such policy or policies shall be written on an occurrence basis, shall be issued by an insurance carrier licensed to do business in the State of California with current A.M. Best's rating of no less than A. VII, and shall name the City, the Successor Agency and the 1ndemnitees as additional insureds. Throughout the term of this License, Licensee shall maintain a comprehensive automobile liability coverage in the amount of at least Two Million Dollars ($2,000,000), combined single limit including coverage for owned, non-owned and leased vehicles. Automobile liability policies shall name the Indemnitees as additional insureds. Throughout the term of this License, Licensee shall maintain worker's compensation insurance in the amount required under applicable state law, covering Licensee's employees, if any, at work at the Licensed Premises or engaged in services or operations in connection with the Permitted Activity. Prior to the Effective Date, Licensee shall furnish Successor Agency with certificates of insurance in form acceptable to Successor Agency evidencing the required insurance coverage and duly executed endorsements evidencing such additional insured status. The certificates shall contain a statement of obligation on the part of the carrier to notify Successor Agency of any material change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation, termination or non-renewal, except in the event of non-payment of premium a ten (10) day notice will be provided. Coverage provided by Licensee shall be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by City or Successor Agency, and the policies shall so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the City and Successor Agency, Licensee shall provide Successor Agency with certified copies of the required insurance policies upon. Successor Agency's request. 8. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant hereto shall be made in writing, and sent to the Parties at the addresses specified below, or such other address as a Party may designate by written notice delivered to the other Party in accordance with this section. All such notices shall be sent by: (a) personal delivery, in which case notice shall be deemed delivered upon receipt, (b) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered two (2)business days after deposit, postage prepaid in the United States mail; 6 (c) nationally recognized overnight courier, in which ease notice shall be deemed delivered one (1) day after deposit with such courier; or (d) facsimile transmission, in which case notice shall be deemed delivered on transmittal, provided that a transmission report is generated reflecting the accurate transmission thereof. Successor Agency : Successor Agency to the Redevelopment Agency of the City of South San Francisco 400 Grand Ave, South San Francisco, CA 94080 Attn: Mike Futrell, City Manager Telephone. (650) 877-8500 Licensee. Pacific Gas & Electric Company Jenice Montes 2730 Gateway Oaks give Room 220 Sacramento, CA 95833 916-923-7005 For communications relating to this Agreement, Licensee's local contact is Adam Linney telephone 925-588-8951 9, Entire A reement, Amendments. This Agreement together with Exhibits A. through D attached hereto and incorporated herein by reference, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statement with respect thereto, including but not limited to the License Agreement executed between the Parties on February 1, 2014, This Agreement may be amended only by a written instrument executed by the Parties hereto. 10, Sevcrability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged thereby. 11. Waiver. A waiver by either Party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall the delay or forbearance by either party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other covenant or provision hereof. No waiver shall be valid unless in writing and executed by the waiving Party. 1.2. Captions; lntcrpretation. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. The provisions of this Agreement 7 shall be construed as a whole according to their conimon meaning, and not strictly for or against any party, in order to achieve the objectives and purposes of the Parties, 13. Attorneys' Fees. In any action at law or in equity, arbitration or other proceeding arising in connection with this Agreement, the prevailing party shall recover reasonable attorney's fees and other costs, including but not limited to court costs and expert and consultants' fees incurred in connection with such action, in addition to any other relief awarded. 14. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 15. Governing_Law, This Agreement, and the rights and obligations of the Parties, shall be governed by and interpreted in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Agreement shall be filed in the Superior Court of San Mateo County, California.or in the Federal District Court for the Northern District of California. 16. Assignment; No Third Party Beneficiaries. The rights granted hereby are personal to the Licensee and may not be transferred or assigned by operation of law or otherwise without the written consent of Successor Agency . Licensee acknowledges that this Agreement may be subject to the review and approval of the Oversight Board for the Successor Agency and the California Department of Finance ("DOF"), and that during the term hereof DOF may require the assignment or transfer of the Property to the City, in which event the rights, remedies and obligations of the Successor Agency hereunder shall pass to the City. Except as may be expressly provided herein, nothing in this Agreement is intended to or shall confer upon any person other than the Parties any rights or remedies hereunder. 17. Time is of the Essence. Time is of the essence for each condition, term, obligation and provision set forth in this Agreement, 18. Possessory Interest. Licensee acknowledges that this License may create a possessory interest subject to property taxation, and that Licensee may be subject to the payment of property taxes on such interest. SIGNATURES ON FOLL 0 WING PAGES) 8 IN WITNESS WHEREOF, the Pal-ties have executed this License Agreement as of the date first written above. LICENSEE: Pacific Gas and Electric Company By: Print Name: Chris Medders Title: Manager, Land Acquisition SUCCESSOR AGENCY: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a public entity By: Mike Futrell, Executive Director ATTEST: Secretary APPROVED AS TO FORM: Successor Agency Counsel 9 Exhibit A PROPERTY DESCRIPTION (Legal description and map of Antoinette Lane & Mission Road Properties.) The land referred to is situated in the County of San Mateo, City of South San Francisco, State of California, and is described as follows: 10 TAKE PARCEL 1 ALL THAT CERTAIN REAL PROPERTY IN THE CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS, PARCEL I: COMMENCING AT A GRANITE MONUMENT MARKED'NO. 31" IN THE CENTER OF THE COUNTY ROAD LEADING FROM SAN FRANCISCO TO SAN JOSE, OPPOSITE THE PRESENT RAILWAY STATION OF THE SOUTHERN PACIFIC RAILROAD + O'MpANy A T ...BADEN,AND RUNNING THENCE ALONG THE CENTERLINE OF SAID COUNTY ROAD SOUTH 101 [l3"EAST 2,715 CHAINS TO A GRANITE MONUMENT MARKED'No ,3o"'; THENCE LEAVING SAID CENTERLINE OF SAID COUNTY ROAD SOUTH 70°27, SST 1.37 CHAINS TO A 6"X 5"'REDWOOD WITNESS POST MARKED"L 1211 IN THE EASTERLY BOUNDARY LINE OF THE RIGHT OF WAY OF THE SOUTHERN PACIFIC RAILROAD COMPANY;THENCE ALONG SAID EASTERLY LINE OF SAID RIGHT OF WAY NORTH 50- 54'WEST 6.975 CHAINS TO A WITNESS POST MARKED"L 11"„THENCE NORTHWESTERLY ALONG SAID EASTERLY LINE OF SAID RIGHT OF WAY 625 FEET, MORE OR LESS,TO A WITNESS POST MARKED°L 10% THENCE NORTHWESTERLY ALONG SAID EASTERLY LINE OF SAID RIGHT OF WAY 535 FEET, MORE OR LESS,TO A WITNESS POST MARKED"L 9"AT THE INTERSECTION OF SAID EASTERLY LINE OF SAJD RIGHT OF WAY WITH VINE SOUTHERLY LINE OF THE LANE LEADING FROM SAID COUNTY ROAD TO THE"FLOOD AND MACKAY TRACT;'THENCE ALONG SAID SOUTHERLY LINE OF SAID LANE I~ICoRTH!,40°46`EAST 4,26 CHAINS TO A,WOODEN MONUMENT MARKED "NO, 35"IN THE CENTER OF SAID COUNTY ROAD;THENCE ALONG SAID CENTERLINE'OF SAID COUNTY ROAD SOUTH 390 18'EAST 3.81 CHAINS TO A WOODEN ONUMENT, MARKED'NO, 34";THENCE ALONG SAID CENTERLINE OF SAID COUNTY ROAD SOUTH 33°51"EAST 16.93 CHAIN'S T`O SAID GRANITE MONUMENT"NO 31"AND THE POINT OF COMMENCEMENT. EXCEPTING THEREFROM SO MUCH OF THE LAND THEREOF ACQUIRED By THE SAN MATEO COUNTY FLOOD CONTROL DISTRICT,A FLOOD CONTROL DISTRICT OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, IN THAT CERTAIN FINAL ORDER OF CONDEMNATION RECORDED ON SEPTEMBER 7, 1977 IN BOOK 7596 AT PAGE 608(FILE NO, 69929-AL)IN THE SAN MATEO COUNTY OFFICIAL REC'OR'DS, EXCEPTING THEREFROM PARCEL'CI-3108-1 DESCRIBED IN EXHIBIT A-6 ATTACHED TO THAT CERTAIN FINAL ORDER OF CONDEMNATION FILED IN THE SUPERIOR COURT"OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF SAN MATEO, ENTITLED w SAN MATEO COUNTY'TRANSIT DISTRICT, PLAINTIFF,VS, CITY AND COUNTY OF SAN FRANCISCO, DEFENDANT", CASE NO.405695 AND RECORD'E'D FEBRUARY 11 0D4 UNDER RECORDER'S SERIES NO.2004-025111 IN THE SAN MATEO COUNTY O OFFICIAL RECORDS. E,XECPTING THEREFROM MISSION ROADS 66 FEET WIDE,AS SHOWN ON THE MAP OF THE LUX RANCH WEST OF MISSION ROAD RECORDED IN'VOLUME D OF MAPS AT PAGE 58 IN THE SAN MATEO COUNTY OFFICIAL RECORDS. PARCEL II: A NON-EXCLUSIVE EASEMENT FOR ROAD'PUR'POSES ACROSS COLMA GREET{IN THE CITY OF SOUTH SAN FRANCISCO, MORE PARTICULARLY DESCRIBED AS FOLLOWS: pfl1 BEGINNING AT A POINT ON THE SOUTHWEST BOUNDARY OF PARCEL 1`533-2 AS SAID PARCEL. IS DESCRIBER IN FINAL ORDER OF CONDEIIANATION, SUPERIOR COURT, OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF SAN MATEO, AND RECORDED SEPTEMBER 7, 1977 IN VOLUME 75+96, OFFICIAL'RECORDS OF SAN hAATFa COUNTY AT PACE 618,DISTANT NORTH 62°'SA' 14"WEST 172.29 FEET FROM TIDE SQ JTHE,RLY CORNER THEREOF;THENCE ALONG SAID SOUTHWESTERLY BOUNDARY NORTH 62-5w 1A.`WEST 39.00 FEET;THENCE NORTH 27° 05'46' EAST 72.95 FEET TO A POINT ON THE NORTHEASTERLY BOUNDARY OF SAID PARCEL 1553-2 THENCE ALONG SAID NORTHEASTERLY BOUNDARY SOUTH 600 510'A5''EAST 30.02 FEET;THENCE SOUTH 270 05" 6° "EST 71.58 FEETTO THE POINT OF BEGINNING- SAID EASEMENT IS APPURTENANT TO AND FOR THE BENEFIT OF PARCEL I ABO'VF AND WAS CREATED BY THAT CERTAIN!'DEFD RECORDED ON JULY 20,, 1959 AS DOCUMENT NO, 69094315 IN THE SAN MATEO COUNTY OFFICIAL RECORDS, THE AREA OF THIS PARCEL IS 7.6 ACRES 'FORE.OR LESS. DESCRIPTION PREPARED BY'_ C'� l f � � WILLIAM MASTERSON, LS 4815 LICENSE EXPIRES 9-30-08 OCTOBER 6,2005 Pat C' Ile po Appro7e-d: WIM HAM 393 VINTAGE PARK CPMN ,, SU4 �d11 5St1 9 215gC3B I ds, ITY OF 65 O 622-71 STRIP PARK TAKE PARCEL. I SOUTH SAKI rRANCISCO AN MATED CC�UMTY !CALIFORNIA SCALE. 1,p_7-n P13 Exhibit B AN OINETTE LANE & MISSION ROAD LICENSED PREMISES P14 r �s l. � r r- 2IF f ! C fY 1 i Q a i a, ^ lk Y VI �a r �I m ��f 0 w � � � '✓' ca a e7 m va f� ry n a J x PIS Exhibit C DEFINITION OF HAZARDOUS MATERIAL, ENVIRONMENTAL LAWS As used in this License, the teen "Hazardous Material"means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined below) as a"hazardous substance", "hazardous material", "hazardous waste", "extremely hazardous waste", infectious waste", toxic substance", toxic pollutant", or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity. The term "hazardous material" shall also include asbestos or asbestos-containing materials, radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum products or by-products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable as fuel, perchlorate, and methy tert butylether, whether or not defined as a hazardous waste or hazardous substance in the Environmental Laws. As used in this License, the term "Environmental Laws" means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance documents,judgments, governmental authorizations or directives, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use,handling, treatment, storage, transportation or disposal of Hazardous Materials, or the protection of the environment or human, plant or animal health, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. § 9601), the Hazardous Materials Transportation Act(49 U.S.C, § 1801 et the Resource Conservation and Recovery Act (42 U.S.C. § 6901 etse .), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et §N.), the Clean Air Act (42 U.S.C. § 7401 et seg.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act (33 U.S.C, § 2701 et M.),the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Porter-Cologne Water Quality Control Act (Cal. Water Code § 13000 et 5N.), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et the Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et seq.), the Hazardous Waste Control Act (Cal. Health & Safety Code § 25100 et§,%), the Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code § 25500 et sue.), and the Carpenter-Presley-Tanner Hazardous Substances Account Act (Cal. Health and Safety Code, Section 25300 et seq.). P16 Exhibit D CONDITIONS OF APPROVAL The following conditions shall be incorporated into the License Agreerrient. Most of these conditions are also being incorporated into the encroachment permit that will cover work on Antoinette Lane. 1. All lay down and staging areas shall be fenced to prevent public access and screened from public view. 2. Licensed Premises operation hours shall be weekdays from 8:00 a.m. to 8:00 p.m. unless otherwise approved by the City Engineer or authorized representative. Any weekend work shall be approved by the City Director of Public Works. Weekend hours shall comply with the SSF Municipal Code, 3. Licensee shall coordinate with private owners adjacent to the project site to minimize impacts due to construction. Licensee shall notify all nearby residents and businesses affected by the work within 300 feet of the project site. Notifications shall include at a minimum: work hours, Licensee contact information, brief description of the work, and project duration. A copy of the notices shall be provided to the Successor Agency for review prior to distribution. 4. Licensee shall incorporate all storm water pollution control measures required by an approved storm water pollution prevention plan. Licensee shall employ adequate dust control measures to ensure that neighboring businesses and residences are not adversely impacted by Licensee's activities on the Licensed Premises. S. Existing improvements to the Licensed Premises shall be restored to existing or better condition. Improvements shall include, but not be limited to, pavement, curbs, gutters, sidewalks, storm and sanitary sewer facilities, public utilities, surface improvements, landscaping, and lighting. Licensee shall be responsible for cleanup of any contamination by regulated substances introduced to the site by Licensee's activities on the Licensed Premises. 2379913 . 1 P1.7 Exhibit D CONDITIONS OF APPROVAL (.attach Conditions of Approval,) 1736192.1 P18 Exhibit D CONDITIONS OF APPROVAL The following conditions shall be incorporated into the License Agreenient. Most of these conditions are also being incorporated into the encroachment permit that will cover work on Antoinette Lane, 1. All lay down and staging areas shall be fenced to prevent public access and screened from public view. 2, Licensed Premises operation hours shall be weekdays from 8:00 a.m. to 8-00 p.m. unless otherwise approved by the City Engineer or authorized representative. Any weekend work shall be approved by the City Director of Public Works, Weekend hours shall comply with the SS F Municipal Code. 3. Licensee shall coordinate with private owners adjacent to the project Site to minimize impacts due to construction. Licensee shall notify all nearby residents and businesses affected by the work within 300 feet of the project site. Notifications shall include at a minimum-work hours, Licensee contact information,brief description of the work, and project duration. A copy of the notices shall be provided to the Successor Agency for review prior to distribution. 4. Licensee shall incorporate all storm water pollution control measures required by an approved storm water pollution prevention plan. Licensee shall employ adequate dust Control measures to ensure that neighboring businesses and residences are not adversely impacted by Licensee's activities on the Licensed Premises. 5, Existing improvements to the Licensed Premises shall be restored to existing or better condition. Improvements shall include,but not be limited to,pavement, curbs, gutters, sidewalks, storm and sanitary sewer facilities,public utilities, surface improvements, landscaping, and lighting. Licensee shall be responsible for cleanup of any contamination by regulated substances introduced to the site by Licensee's activities On the Licensed Premises. 2379913.1 P19 device Mantes PG&E Land Acquis4ion 2730 Gnteway oaks DI-ive,220 SRUSMentO,CA,95833 916-923-7008 Request to Extend Temporary License November 4,2014 Successor Agency to the Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Re- L-132 South San Francisco Pipeline Replacement Project APN. 093-312-050, San Mateo County Dear Sir/Madame: At Pacific Gas and Electric Company (PG&E),we're committed to strengthening our natural gas transmission system to better serve our communities. As part of that commitment, we need to proceed with our Line 132 South San Francisco Pipeline Replacement Project. In order to continue the replacement of Line 132 South San Francisco, PG&E requests the extension of the Temporary License Agreement to use the Successor Agency's property located on Antoinette Lane, South San Francisco, which expires on December 31, 2014. The extension is necessary due to unanticipated Capital funding issues, which resulted in the need to reschedule the remaining half of the project to be completed in 2015. PG&E would like to extend the license agreement through June 30, 2015. CO extension is $65,7 )2. total for an additional six months {$9386/month), All other P,e'nsation for th r terms and conditions of the original license agreement will remain in effect(see attached license agreement), Sincerely, Jenice pontes PG&E Land Acquisition 11/4/14 Enclosuresi PG&E—City of SSF Temporary License Agreement P20 F a C;I,h G i,.��a t�I Jenice moutes Eh-.,ch is cvrnpan 2730 GatQway,0ak9 Drive Rooi,020 SUMITIentD,CA 95833 916-923-7005 916-923-7044(6x) December 3, 2014 Mike Lappen, City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Re: L132 South San Francisco Pipeline Replacement Project Proposed Laydown Site—APIA: 093-312-060 So San Francisco Redevelopment Agency Dear Mr, Lappen: As part of Pacific Gas &Electric Company's effort to provide safe and reliable service to existing customers and future development, PG&E will be continuing the completion of its L132 South San Francisco Pipeline Replacement Project next year. Our anticipated commence is scheduled January 5, 2015 and complete construction on June 30, 2015. This phase of the project requires additional property for construction parking, equipment staging and stockpiling of spoils. We have identified property that is owned by the South San Francisco Successor Agency located on Mission Road,between Grand and Oak Avenues, in South San Francisco,that would serve this purpose. Attached are a property detail report and an aerial drawing showing the site location of the property. I respectfiffly request approval by way of a License for the use of the property for the period of January 5, 2015 through July 1,2015, We would appreciate approval as quickly as possible so that we can schedule resources accordingly. Please continue to communicate directly with Yoli Matranga,,Bender Rosenthal,Inc, regarding this matter or if you require further information. Yoli can be reached on 916- 622-9352 or via email at Sincerely, Jcnice pontes PG&E Land Acquisition Attachment P21 Pb v/��p,� Scott Hart uu Industrial Road Local Government Relations San Carlos,uv94070 Local Government Rwamns 650-598-7416 November 21, 2014 Mike Lappev City otSouth San Francisco, PG&E Line 132Replacement Project Update Mike, per your request please see the Line 132 replacement project update below, Please let me know if you need any additional information orclarification, Reason for the exk naiom Much like the City of South San Francisco does at the end of a fiscal year approaches, PG&E evaluate$its projects syslem+midpaod prioritizes the allocation of remaining resources based on the various criteria of which public safety and potent\a| risk.Based an this analysis PG&E^s work on 1\11isxion Road was prioritized tmbecompieted |n 2O14, but other modernizat|un'for-in|ine-inspectiom elements ufthe project were deferred tm the 78I5fisca|year, 2014 scope completed: ° Replacement of approximately 500 feet of pipeline between Sequoia and Holly Avenueson Mission Road � Colma Creek bore from Mission Road to Antoinette Lane w Completed the installation across Chestnut Avenue along Centennial Trail to tie-in location at South City[arwash e Boring and installation ufabomt1Oo%mfthe pipeline from Centennial Trail to the southbound side ofE| Cam|no Real � Installation uf980 feet of pipeline mnH Camino Real 2Q1S project funding: The 2015 scope has been fully funded to finish in 2015 barring any unforeseen delays 'not related to funding.Since the project is being re-started in January and expects to be complete in the first half of the fiscal year there is minimal chance of similar funding re-allocations thatresulted in this delay, Deferred 2015 scope to be completed. el Tie in BK bore to L-132 north C, |mstaf|atimmof800 feet ufp|peflnennEi Camino Real ° installation and tie-in of the pipeline mn West Orange Avenue P22 e insta I lation of 50feet uf pipeline onnorthbound 14Ubide Boulevard turning east onto San Bruno Mountain w Installation of a new mainkne valve station north of Hillside Boulevard On San Bruno Mountain w Retirement of pipeline on Mission Road, under Cn|ma Creek and on Chestnut Avenue * Retirement mf pipeline oaA Street and Orange Avenue ~ Resurfacing construction impacted segments on Mission Road and the Lawndale intersection m Complete outstanding sewer inspections requested from 2Q12work 2015 work schedule: a Mobili7ation for 2015 work on Mission Road and El Camino Real—Mid January 0 Principal installation and testing of 800 feet of pipOine on El Camino Real—End of January to end of March � Retirement nf pipeline mnA-Stmeet and Orange Avenue—Beginning to end mYApril � Retirement mf pipeline pnMission Road, C*|oma Creek and Chestnut— Mid April to Mid May � MisuionRoadnesurfadng—Mid-Maytmeady-Jwne m Mobilization for 2015 work on, Hillside Boulevard—Mid-January � Installation of new pipeline and main line valve—Mid-January to Mid-March ° Retirement mf valve station—first half ofMay � Resioradomofgradeandhydroseed|nR—EmdofMmy P23