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HomeMy WebLinkAbout2017-08-02 e-packet@2:00Wednesday, August 2, 2017 2:00 PM City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA City Hall, City Manager's Conference Room 400 Grand Avenue, South San Francisco, CA City Council Harbor District Liaison Standing Committee Special Meeting Agenda August 2, 2017City Council Harbor District Liaison Standing Committee Special Meeting Agenda NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the City Council Harbor District Liaison Standing Committee of the City of South San Francisco will hold a Special Meeting on Wednesday, August 2, 2017, at 2:00 p.m., in the City Hall Conference Room, 400 Grand Avenue, South San Francisco, California. Purpose of the meeting: Call To Order. Roll Call. Public Comments. MATTERS FOR CONSIDERATION Motion to approve the minutes from the meeting of April 17, 2017.1. Implementation Agreement between the Harbor District and the City of South San Francisco related to the 2011 MOU Approved by the Harbor District, City of South San Francisco and South San Francisco Redevelopment Agency 2. Adjournment. Page 2 City of South San Francisco Printed on 8/30/2017 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-517 Agenda Date:8/2/2017 Version:1 Item #:1. Motion to approve the minutes from the meeting of April 17, 2017. City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ 1 CITY OF SOUTH SAN FRANCISCO 2 CITY COUNCIL HARBOR DISTRICT LIAISON STANDING COMMITTEE 3 4 5 6 7 SPECIAL MEETING 8 REPORTER'S TRANSCRIPT OF MEETING PROCEEDINGS 9 MONDAY, APRIL 17, 2017 10 2:30 PM 11 12 13 14 CITY HALL, CITY MANAGER'S CONFERENCE ROOM 15 400 GRAND AVENUE 16 SOUTH SAN FRANCISCO, CALIFORNIA 17 18 19 Reported by: MARK I. BRICKMAN, CSR, RPR License No. 5527 20 21 UCCELLI & ASSOCIATES 22 Certified Shorthand Reporters 1243 Mission Road 23 South San Francisco, CA 94080 www.uccellireporting.com 24 E-mail: [email protected] Tel: 650.952.0774 Fax: 650.952.8688 25 Silicon Valley: 408.275.1122 REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 2 1 ATTENDEES 2 THE LIAISON STANDING COMMITTEE: 3 LIZA NORMANDY - Vice-Mayor, South San Francisco 4 TOM MATTUSCH - SM County Harbor District Board President 5 VIRGINIA CHANG KIRALY - Commissioner, Harbor District 6 MARK ADDIEGO - Councilmember, South San Francisco 7 THE SUPPORTING PANEL PRESENT: 8 MIKE FUTRELL - City Manager, South San Francisco 9 STEVE McGRATH - San Mateo County Harbor District Gen Mgr 10 STEVE MATTAS - Assistant City Attorney, So San Francisco 11 STEVEN MILLER - San Mateo County Harbor District Counsel 12 JOHN MOREN - San Mateo County Harbor District Dir of Op 13 GABRIEL RODRIGUEZ - Deputy City Clerk, So San Francisco 14 15 ---o0o--- 16 17 18 19 20 21 22 23 24 25 REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 3 1 SPECIAL MEETING AGENDA 2 MATTERS FOR CONSIDERATION: 3 Page 4 Item Number 1 - Motion to Approve Minutes 6 5 Item Number 2 - Study Session on Proposed Amendment 8 6 Item Number 3 - Study Session on JPA 29 7 ---o0o--- 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 4 1 BE IT REMEMBERED that, pursuant to Notice 2 of the Special Meeting, and on April 17, 2017, 2:30 PM at 3 the City Hall, City Manager's Conference Room, 400 Grand 4 Aveue, South San Francisco, California, before me, MARK 5 I. BRICKMAN, CSR No. 5527, State of California, there 6 commenced a Special Meeting of the City Council Harbor 7 District Liaison Standing Committee pursuant to Section 8 54956 of the Government Code of the State of California. 9 ---o0o--- 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 5 1 APRIL 17, 2017 2:30 PM 2 P R O C E E D I N G S 3 VICE-MAYOR NORMANDY: So good afternoon. We 4 are going to call the Special Meeting at 2:30 for the 5 City Council/Harbor District Liaison Standing Committee. 6 Can we get a roll call, please? 7 DEPUTY CITY CLERK RODRIGUEZ: Vice-Mayor 8 Normandy? 9 VICE-MAYOR NORMANDY: Here. 10 DEPUTY CITY CLERK RODRIGUEZ: Councilmember 11 Addiego? 12 COUNCILMEMBER ADDIEGO: Here. 13 DEPUTY CITY CLERK RODRIGUEZ: San Mateo County 14 Harbor District Board President Mattusch? 15 BOARD PRESIDENT MATTUSCH: Here. 16 DEPUTY CITY CLERK RODRIGUEZ: Commissioner 17 Chang Kiraly? 18 COMMISSIONER CHANG KIRALY: Here. 19 VICE-MAYOR NORMANDY: Thank you, Gabriel. 20 Any members of the public who would like to 21 speak? 22 AUDIENCE PARTICIPANT: I'd like to. Thank 23 you. 24 I guess I would have just liked to at some 25 point hear it articulated what is good about this REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 6 1 relationship for the Harbor District. 2 I understand the benefit to the City on lots of 3 levels, but I have not heard anybody explain why this 4 relationship with the JPA between the two of you is a 5 benefit to the Harbor District. 6 It looks like we're a property manager and 7 we're spending our capital on your property. Hopefully 8 that will be explained. 9 Thank you. 10 VICE-MAYOR NORMANDY: Thank you. If we can 11 get your name. 12 AUDIENCE PARTICIPANT: John Olem. 13 VICE-MAYOR NORMANDY: The next item? 14 DEPUTY CLERK RODRIGUEZ: Item 1, motion to 15 approve the minutes from the meeting of April 28, 2016. 16 COUNCILMEMBER NORMANDY: Is there any 17 questions from our Liaison Committee? 18 COUNCILMEMBER ADDIEGO: So the minutes -- I do 19 have a question. Is it important -- as to matters to 20 correct, things like -- I think it's on page 6, it refers 21 to a flat valve or it should say a flat valve. 22 I mean, I guess -- I guess it was a bad 23 television night, so I was -- 24 MR. MATTAS: Given that these are -- given 25 that these are transcripts, it's actually important. So REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 7 1 if Council has specific errors that they would like 2 corrected or want to point out, if they could provide 3 those to us. 4 COMMISSIONER ADDIEGO: Okay. So I believe on 5 page 6, the second paragraph from the bottom, it called 6 for putting in some 7 COMMISSIONER CHANG KIRALY: Right. 8 COMMISSIONER ADDIEGO: I believe it's flat 9 valves is the correct terminology, the valves that close 10 so that the water doesn't run from the bay on to the 11 land. 12 And then on page 7, staff is currently 13 working -- this is the second paragraph, that we would be 14 consulting with a long-term plan to be submitted by the 15 end of March. I think we had till the end of May -- 16 VICE-MAYOR NORMANDY: Right. 17 COMMISSIONER ADDIEGO: -- for the long-term. 18 There is a type also on a CEQA document. I t 19 came out misspelled or something, but I don't remember. 20 I didn't mark the page I was on. 21 MR. MATTAS: So if those are the only changes, 22 we can correct the reference to CEQA and with the two 23 changes that Councilmember Addiego made. 24 COMMISSIONER MATTUSCH: Can I move approval of 25 this? REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 8 1 COUNCILMEMBER NORMANDY: Thank you, 2 Councilmember Addiego. Is there a second? 3 COMMISSIONER CHANG KIRALY: I'll second. 4 VICE-MAYOR NORMANDY: Great. Roll call, 5 please, Gabriel. 6 DEPUTY CLERK RODRIGUEZ: Vice-Mayor Normandy. 7 VICE-MAYOR NORMANDY: Aye. 8 DEPUTY CLERK RODRIGUEZ: Councilmember 9 Addiego? 10 COUNCILMEMBER ADDIEGO: Yes. 11 DEPUTY CLERK RODRIGUEZ: San Mateo County 12 Harbor District Board President Mattusch? 13 BOARD PRESIDENT MATTUSCH: Yes. 14 DEPUTY CLERK RODRIGUEZ: Commissioner Chang 15 Kiraly? 16 COMMISSIONER CHANG KIRALY: Aye. 17 COUNCILMEMBER NORMANDY: Great. Next item, 18 please. 19 DEPUTY CLERK RODRIGUEZ: Item 2, Study Session 20 on proposed Administrative Amendment to the City of South 21 San Francisco and San Mateo County Harbor District Joint 22 Powers District. Mike Futrell, City Manager and Steve 23 McGrath, District General Manager. 24 CITY MANAGER FUTRELL: Good afternoon, 25 Commission members and Vice-Mayor and Councilmember. As REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 9 1 you know, OPD, Oyster Point Development, is moving 2 forward with the previously approved development at 3 Oyster Point. 4 That was confected or perfected in 2011 and 5 there are three governing documents that deal with that 6 development: The Development Agreement and a -- another 7 agreement that have as its parties OPD, successor 8 agencies to the Redevelopment Authority and the City, and 9 then an MOU between the Harbor District and the City. 10 The purpose of the MOU was to recognize that 11 this development would take place and to forecast how 12 would the Harbor District and the City operate once that 13 development started forward. 14 And in 2011, I think the parties -- everybody 15 involved did the best they could to forecast exactly what 16 circumstances would be like on the ground, if you will, 17 when construction would begin. 18 Well now we have in that point where 19 construction is imminent. We are still planning and 20 hoping to break ground in August, and as we are now in 21 the act of doing what others six years ago merely 22 forecasted, we have found that the agreement needs some 23 tweaking, some defining so that we can continue to 24 operate at a great relationship between the City, between 25 the Harbor District and with the developer so that we all REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 10 1 succeed in this. 2 So recognizing that staff from both the Harbor 3 District and the City have met numerous times ironing out 4 details, I know staff and the Harbor District has met I 5 think numerous times, Oyster Point Development, as well, 6 the yacht club and others, again all with the same goal 7 that we would go through this massive construction period 8 as easily as possible with the -- the littlest conflict 9 as possible. 10 So we've identified in this Study Session Staff 11 Report an area that we would like to clarify for an 12 amendment to the existing JPA. 13 Principally taking two areas out of the JPA 14 completely and returning those to the City, and those are 15 identified in three maps to the MOU and in the Staff 16 Report as an area designated for hotel site and an area 17 designated for park land or recreation area. 18 Now, it was the intention of the parties in 19 2011 that that would be the case. The document just did 20 not clearly define that. 21 So by taking it out of the JPA, the Harbor 22 District would be relieved of any obligation to operate 23 or maintain those parcels while it -- those obligations 24 would then automatically fall to the City, and then the 25 City would be free to have those areas developed as park REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 11 1 land and potential future hotel site. 2 From a practical perspective, both of those 3 sites come August will be fenced off and they will be 4 part of a construction site for the larger project, but 5 approximately eighteen months to two years later, that 6 part of the project will be finished. 7 There's a lot of landfill work to take place 8 there, and it would move forward. 9 The other thing it makes clear is that the 10 developer does have the right of access to come on to 11 property which is although owned by the City, is still 12 controlled by the Harbor District and do all of the 13 public amenities work that they promised to do under the 14 development agreement, redoing the bay trail, redoing all 15 the parking lots, redoing the lights and the restrooms. 16 All those things that I think both parties want 17 to happen. This just makes it clear that yes, they do 18 have permission to come on to the site and actually 19 perform that work. 20 It seems intuitive that we would negotiate all 21 those great things that they can do it, but again this 22 wasn't actually articulated in the agreement. 23 Then I would think the third major issue is one 24 that we're still working on jointly, and that is the 25 issue of fuel line and fuel system. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 12 1 The MOU and -- from 2011 anticipates that once 2 the land transfer takes place, probably -- slightly in 3 July of this year, the leases known as the King Leases 4 which cover, for example, Drake Marine, those would 5 transfer from OPD to the City, and then there's some 6 really loose language about those being cancelled, but 7 again, it doesn't articulate that. 8 Part of those leases cover fuel lines. Fuel 9 lines -- and I think Steve, you could speak to this if 10 you would, please. 11 It does require work, and we agree and I think 12 it is a very understandable position that the Harbor 13 District does not want to take back the fuel lines unless 14 they're in great shape. 15 We really have no disagreement there, and we 16 can discuss whether Drake Marine did a good job or not, 17 but I think the bottom line is in general we're in 18 agreement that this thing needs work. Somebody should 19 have done it. Now, who should do it? 20 So we're still working that one out, but at 21 least staff to staff, we have an agreement that none of 22 these other issues will move forward until we move -- we 23 determine what to do with the fuel line issue, if I'm 24 correct. 25 So with you today is a proposal that we'd like REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 13 1 to come back to you, back for your guidance today on this 2 with a more definitive written out amendment to the JPA, 3 assuming you agree with our recommendations, and then 4 from there, they would go to the full body of the Harbor 5 District, full body of the City Council to amend the 6 existing JPA in those three respects: Access to the 7 two -- two sites called out in the MOU, making it clear 8 that yes, the developer can come on to the site and do 9 all those improvements, and then a resolution to the fuel 10 line issue, you know, that is sat -- satisfactory to the 11 Harbor District. 12 I have from day one been clear the City has no 13 interest in operating fuel lines. It's just not part of 14 our core competency, but recognize that it is an 15 essential function for a properly operating marina and 16 certainly support your efforts in that regard. 17 GENERAL MANAGER McGRATH: Agreed. 18 CITY MANAGER FUTRELL: I'm going to shut up 19 and let you follow on. 20 GENERAL MANAGER McGRATH: Yeah. Thank you, 21 Mike. Mike has I think clearly outlined the issues 22 related to this proposed implement agreement to tidy up 23 some loose ends from the 2011 agreement that were 24 anticipated. 25 We are talking about the fuel line, fuel dock, REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 14 1 delivery system, tanks and the like, and I do think 2 that -- I appreciate Mike's comment that we don't want to 3 take back at the District and then operate things that 4 haven't been properly maintained. 5 I think maybe in the public safety sector the 6 term essential services, as this is clearly a -- a core 7 component of a proper, well-functioning desirable marina. 8 So I think this is a marina that the City and the 9 District wants to operate. 10 So it's important we get this resolved, and I 11 think that we're working actively and cooperatively to 12 that end, and we look forward to coming back to you with 13 that completed and recommended agreement. 14 CITY MANAGER FUTRELL: Okay. I want to turn 15 it over to the Liaison Committee for discussion. 16 BOARD PRESIDENT MATTUSCH: I had -- sorry. Go 17 ahead. 18 COUNCILMEMBER ADDIEGO: Just quick on that 19 fuel line. I concur with Mr. McGrath on the fuel dock 20 being a core complement. 21 At the same time, Oyster Point Cove certainly 22 doesn't have any fuel. 23 GENERAL MANAGER McGRATH: Correct. 24 COUNCILMEMBER ADDIEGO: And Sierra Point? 25 GENERAL MANAGER McGRATH: Not that I know. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 15 1 Coyote Point would be the -- 2 COUNCILMEMBER ADDIEGO: Nearest? 3 GENERAL MANAGER McGRATH: Closest. 4 COUNCILMEMBER ADDIEGO: Okay. So it -- it 5 seems to be make our even more necessary. 6 COUNCILMEMBER NORMANDY: All right. Tom. 7 COMMISSIONER MATTUSCH: There's a number of 8 docks that were operated by Drake Marine or used by them, 9 and their condition has not got much. 10 The dock where the fuel station is is 11 particularly decrepit. So when we talk about fuel lines, 12 I think that -- could we adopt a meaning that means not 13 only the fuel tank, the fuel lines, the routing all the 14 way out there clear to the fuel dock and all the 15 components that are out on the dock and get clarification 16 that when we're talking about improving all this, we're 17 not talking about one thing and saying, "We left 18 something out. Sorry." 19 But let's make this a complete package that 20 everyone here -- the Liaison Committee, South San 21 Francisco and the Harbor District -- can be very proud 22 of. 23 CITY MANAGER FUTRELL: I -- I agree with that. 24 I'll let Steve define that. Because I appreciate that it 25 will be discussed. The underground tank, the line. Then REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 16 1 there's some sort of headworks. 2 GENERAL MANAGER McGRATH: Mm-hmm. 3 CITY MANAGER FUTRELL: But then actually 4 replacing that entire front dock, putting in a concrete 5 dock. 6 So more than just improving it. Just 7 completely replacing that fuel doc. 8 GENERAL MANAGER McGRATH: Correct. 9 COMMISSIONER MATTUSCH: Yeah. 10 GENERAL MANAGER McGRATH: Yeah. The -- the 11 dock where the dispensers are, the dispensers themselves, 12 the fuel lines from the -- back to the water's edge we're 13 looking at one project, and then another project is 14 statutorily required by a date set in the future fuel 15 line from water's edge back to the tank and then the tank 16 itself. 17 And we are very interested in making sure that 18 this all goes forward. Should operation of the facility 19 lapse, it may be a whole different ballgame when it 20 starts to restarting and replacing it. 21 COMMISSIONER MATTUSCH: Just so we don't leave 22 it out, we probably want an MSD pump out there and 23 possibly some sort of a oil change facility, noting that 24 plain old gas engine boats similar to a car, five or six 25 quarts of oil. Diesel vessels, you're talking about REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 17 1 seven to twelve gallons per engine, and some of the boats 2 have two, and we just want to make sure that our waters 3 are well protected at all times. 4 And when we talk about development of the dock 5 at the end, I don't want to leave any of that out on the 6 permit so that anybody's caught red-faced. 7 GENERAL MANAGER McGRATH: We've got a pumpout 8 facility on that dock right now. 9 COUNCILMEMBER ADDIEGO: Do we use the term 10 MSD, marine sanitary device, so it's a holding tank for 11 the boats. Still catching up on a naval terms. 12 CITY MANAGER FUTRELL: We haven't discussed 13 that specifically, but I don't see an issue. 14 GENERAL MANAGER McGRATH: No. In the scheme 15 of things, the pumpout facility is a main or component. 16 CITY MANAGER FUTRELL: Okay. 17 GENERAL MANAGER McGRATH: And we also back 18 that up with contracting with BayGreen. I keep looking 19 at John Moren, Director, our operation officer. Bay 20 Green will actually travel vessel to vessel. 21 COUNCILMEMBER NORMANDY: Thank you. 22 Commissioner Chang Kiraly. 23 COMMISSIONER CHANG KIRALY: I actually have a 24 few questions, and part of this is probably resulting 25 from the fact that I wasn't on the committee last year, REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 18 1 but I have had a chance to talk to our general manager 2 and I'm just trying to get an understanding of -- it 3 sounds like, you know, who's really responsible for this 4 now. It sounds like the lessee. 5 Is that correct. 6 GENERAL MANAGER McGRATH: The obligations are 7 inherent -- are enshrined in the lease, yes. 8 COMMISSIONER CHANG KIRALY: Okay. And so I'm 9 looking at in terms of the usage of this, and, you know, 10 why -- we actually had this discussion at our Study 11 Session, the Harbor District's Study Session. 12 And a couple of times it was brought up that 13 essential services were -- well, that these -- a fuel 14 dock was needed for central services with regard to the 15 use of the fuel dock by the South San Francisco Fire 16 Department and South San Francisco Police Department. 17 And so I'm just trying to understand what 18 percentage of the use of that is by the two emergency 19 response agencies, and -- 20 CITY MANAGER FUTRELL: I would say it's going 21 to be zero. 22 COMMISSIONER CHANG KIRALY: Okay. Well, it 23 was brought up in our meeting. So that was either an 24 incorrect statement or it was a false statement, one of 25 the two. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 19 1 GENERAL MANAGER McGRATH: Certainly it was 2 brought up and certainly both our search and rescue 3 vessel and the District have used that facility, but as 4 we told -- when Chang Kiraly spoke last week, I would 5 agree that it's not the primary use of that facility. 6 COMMISSIONER CHANG KIRALY: Okay. Okay. So 7 then what -- with this new development coming in, do you 8 see any kind of -- what kind of impact would you see in 9 terms of increased uses of something like this? Is that 10 all? 11 I mean, I don't know. I don't see that, but 12 you may think of something. 13 CITY MANAGER FUTRELL: I do. 14 COMMISSIONER CHANG KIRALY: You do. 15 CITY MANAGER FUTRELL: The entire area, they 16 are projecting to spend over two billion dollars 17 reworking that entire waterfront. 18 I think that will make this marina much more 19 attractive and will bring additional people to the marina 20 where they will work and more likely they will want to 21 keep their boat there. 22 And I think it more likely that -- well, the 23 entire area's just going to get very, very nice. 24 COMMISSIONER CHANG KIRALY: Well, and so -- so 25 then with the developer, you know, bringing -- and I REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 20 1 think that the plan and everything has obviously been 2 vetted, it sounds great and we certainly want to support 3 that vision, but I'm just curious as to what would their 4 fair share be in terms of contributing to this knowing 5 that there could be an impact? 6 CITY MANAGER FUTRELL: I -- I personally don't 7 see an impact in that way that we would request a traffic 8 impact fee, for example. 9 COMMISSIONER CHANG KIRALY: Any impact fee. 10 CITY MANAGER FUTRELL: I think the impact 11 would be you should have more customers. Right now, 12 there are empty slips out there. I think you're charging 13 too little for them. 14 I think a huge customer base of people with 15 high salaries will now be working at Oyster Point with 16 their office overlooking the marina. 17 They might want to buy a big boat and pay you a 18 lot of money to put their own in your marina. That is 19 the impact I'm talking about. 20 I don't see any negative impact like you will 21 somehow lose money or there will be less likely to have 22 their boats out there. 23 COMMISSIONER CHANG KIRALY: So you're seeing 24 this as a revenue generation for the Harbor District or 25 for the -- REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 21 1 CITY MANAGER FUTRELL: Well, currently the 2 revenues do go to the Harbor District. 3 COMMISSIONER CHANG KIRALY: Right, but if -- 4 if the developer has a hand in this, wouldn't the 5 revenues be split in some way or -- I'm not sure how -- 6 CITY MANAGER FUTRELL: Well, we will all enjoy 7 revenue. 8 COMMISSIONER CHANG KIRALY: Right. 9 CITY MANAGER FUTRELL: You, the Harbor 10 District gets property tax. 11 COMMISSIONER CHANG KIRALY: No, I understand 12 that. 13 CITY MANAGER FUTRELL: It will get two billion 14 dollars in development and raise property taxes for 15 everyone who gets property taxes. 16 COMMISSIONER CHANG KIRALY: But what we're 17 doing is -- and I'm not disagreeing, Mike. I -- what I'm 18 saying is -- I'm just trying to -- I'm playing devil's 19 advocate here because what we're also doing is spending 20 tax dollars for something that maybe the Harbor District 21 could maybe benefit from, but I'm just trying to 22 understand how the tax dollars would be invested into 23 something like this. 24 And maybe I'm off base, but --. 25 GENERAL MANAGER McGRATH: Well, at this point, REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 22 1 this implementation agreement -- the only thing is 2 administrative with the exception at this point of the 3 necessary work for the fuel system, and that's what the 4 City and the District and certainly the District and OPD 5 are talking about currently. 6 We're not looking at tax dollars going into the 7 fuel system. 8 COMMISSIONER CHANG KIRALY: Okay. So help me 9 understand how this is going to be funded. 10 GENERAL MANAGER McGRATH: The -- 11 COMMISSIONER CHANG KIRALY: I might be 12 confusing some issues. 13 MR. MILLER: And I may be confused. Are you 14 talking about this project as a whole or you're focused 15 on this fuel -- 16 COMMISSIONER CHANG KIRALY: Well, both. 17 MR. MILLER: -- issue? 18 COMMISSIONER CHANG KIRALY: I mean, because 19 they're kind of connected, right? 20 MR. MILLER: I'm not sure that that's 21 understood. 22 COUNCILMEMBER ADDIEGO: To satisfy the 23 question as it applies to the fuel dock. 24 COMMISSIONER CHANG KIRALY: Okay. 25 GENERAL MANAGER McGRATH: The project as a REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 23 1 whole -- 2 COMMISSIONER CHANG KIRALY: But I think we 3 have to look at the macro and the micro picture. 4 GENERAL MANAGER McGRATH: Well, if we look at 5 the micro, the fuel dock and the lease is very clear that 6 the obligations for operation and maintenance of the fuel 7 dock is the responsibility of the lessee, okay. 8 COMMISSIONER CHANG KIRALY: Who is -- the 9 Oyster Point OPD, right. 10 GENERAL MANAGER McGRATH: Yes, and Drake 11 Marine is the sublessee. 12 COMMISSIONER CHANG KIRALY: Right. 13 GENERAL MANAGER McGRATH: The macro, and I 14 think -- I think it's referable to the next item, talks 15 about the sources of funds for the big project, what -- 16 there is phases in the project costs. That comes out of 17 the development agency, the City's development. 18 COMMISSIONER CHANG KIRALY: Okay. 19 CITY MANAGER FUTRELL: That's not the 20 specifically the fuel line at that point. 21 GENERAL MANAGER McGRATH: No. That is 22 correct. 23 COMMISSIONER CHANG KIRALY: That's a bigger -- 24 that's a bigger overall --. 25 GENERAL MANAGER McGRATH: The fuel line that REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 24 1 we're talking about -- 2 COMMISSIONER CHANG KIRALY: Right. 3 GENERAL MANAGER McGRATH: -- is a lease issue 4 and then we've got the development issue, which is 5 separate -- funded separately. 6 CITY MANAGER FUTRELL: So I think we -- we are 7 aligned in our hope and belief that OPD is the current 8 leaseholder. 9 COMMISSIONER CHANG KIRALY: Right. 10 CITY MANAGER FUTRELL: OPD would be the one to 11 improve the fuel line and the obligation under the lease. 12 COMMISSIONER CHANG KIRALY: So that's 13 where -- 14 CITY MANAGER FUTRELL: And that source of 15 funding. 16 COMMISSIONER CHANG KIRALY: For the specific 17 thing, you would expect that OPD would help fund whatever 18 maintenance -- it's a deferred maintenance issue right 19 now, right? 20 CITY MANAGER FUTRELL: There is some debate on 21 that. I think we both -- we agree that for whatever 22 reason, it does require work. 23 COMMISSIONER CHANG KIRALY: Okay. 24 CITY MANAGER FUTRELL: I'm not trying to lay 25 blame except that it is what it is. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 25 1 COMMISSIONER CHANG KIRALY: Right. 2 CITY MANAGER FUTRELL: And you want the lease, 3 and therefore, under your obligation as the leaseholder, 4 you should fix it. We're aligned with that. 5 GENERAL MANAGER McGRATH: Correct. 6 COMMISSIONER MATTUSCH: Just putting the 7 600,000 over the two billion comes out to .003. So we're 8 not -- that's not a large amount. 9 COMMISSIONER CHANG KIRALY: No. 10 COUNCILMEMBER NORMANDY: Great. Is there any 11 other comments or suggestions? 12 So I just want to say thank you to both our 13 City Manager Mike Futrell and General Manager Steve 14 McGrath on the continuous conversation and having to 15 bring to -- to us and I think to the individual 16 conversations I've had with Mike that the fuel line, fuel 17 system, fuel dock is essential out there for -- whether 18 those people coming in that don't have access to gas 19 lines. 20 If not trying to look at -- I think we've had 21 these discussions prior. We're looking at Oyster Point 22 Marina, and whether it's full point or just being able to 23 bring those people to our city and also be able to 24 promote an -- other attractions, more so as the new 25 development happens. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 26 1 So thank you very much. 2 Moving on to the next item -- oops. Sorry. 3 CITY MANAGER FUTRELL: If I could just wrap up 4 from a staff perspective. 5 What I have heard is agreement from the 6 subcommittee that the recommendations are acceptable. 7 Staff will now meet again and turn those into an actual 8 formal amendment to the JPA to discuss the two parcels 9 called out in the maps for the site and the recreational 10 site to allow for that access, the developers to do the 11 improvements required, and we will work out the -- the 12 arrangement of the fuel dock and get that sent back to 13 you again in a formal amendment that you can act on and 14 send to your respective bodies. 15 I would ask that we do that in the next thirty 16 to forty-five days, which would require another meeting 17 of this body, because we do expect the land transfer to 18 happen in approximately July, and at that point, OPD will 19 no longer be the leaseholder, and we need to act in a 20 timely fashion while they are still the leaseholder. 21 COUNCILMEMBER NORMANDY: Thanks, Mike. 22 Mark. 23 COUNCILMEMBER ADDIEGO: I think Mr. McGrath 24 made reference to the tanks, so bringing the tank out of 25 the ground to meet the current daily, you know, rules and REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 27 1 regs. 2 CITY MANAGER FUTRELL: Yes. 3 COUNCILMEMBER ADDIEGO: That is part of it. 4 CITY MANAGER FUTRELL: I think it is a single 5 walled tank that -- 6 MR. MATTAS: You say when it's required. So 7 ultimately it's part of the solution -- 8 GENERAL MANAGER McGRATH: Right. 9 MR. MATTAS: -- but --. 10 GENERAL MANAGER McGRATH: And it's currently 11 part of the conversation. 12 MR. MATTAS: Right. So it's not -- there's a 13 time period within which it's required to be brought up. 14 That's what we're looking at. 15 GENERAL MANAGER McGRATH: Correct. 16 COUNCILMEMBER ADDIEGO: So -- okay. So will 17 it be part of the before -- OPD is no longer responsible. 18 COMMISSIONER CHANG KIRALY: Well, that's what 19 I -- yeah. 20 CITY MANAGER FUTRELL: The agreement will be, 21 although the work may be performed -- 22 COMMISSIONER CHANG KIRALY: After. 23 CITY MANAGER FUTRELL: -- after. 24 COMMISSIONER CHANG KIRALY: But they would 25 know that they're still responsible. There's -- REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 28 1 CITY MANAGER FUTRELL: If -- if we are 2 successful in our -- 3 COMMISSIONER CHANG KIRALY: Right. 4 CITY MANAGER FUTRELL: -- discussions with 5 OPD, that is correct. But either way, we will have -- 6 COMMISSIONER CHANG KIRALY: And so what if 7 we're not successful? Then -- 8 CITY MANAGER FUTRELL: We have a couple of 9 other strategies to work with OPD and there are some 10 additional sources of funding that we're working on. 11 If we could kind of keep those cards close to 12 our vest, we would appreciate it, but know that we're not 13 going to come back to you unless we have a good solution 14 that works for the Harbor District. 15 COMMISSIONER CHANG KIRALY: Okay. 16 COUNCILMEMBER NORMANDY: Anything further? 17 COMMISSIONER CHANG KIRALY: So we have to, I 18 guess, figure out based on this timeline when our next 19 meeting also should be at some point. 20 CITY MANAGER FUTRELL: Perhaps at the 21 conclusion of this -- 22 COMMISSIONER CHANG KIRALY: Right, right. 23 CITY MANAGER FUTRELL: -- meeting. 24 COMMISSIONER CHANG KIRALY: I know, I know, 25 but I just want to -- just be mind -- mindful of the fact REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 29 1 that there is a timing issue here. 2 COUNCILMEMBER NORMANDY: Okay. Gabriel, next 3 item, please. 4 DEPUTY CLERK RODRIGUEZ: Item 3, Study 5 Session on possible new Joint Powers Agreement, Mike 6 Futrell, City Manager and Steve McGrath, District General 7 Manager. 8 GENERAL MANAGER McGRATH: Thank absolutely. 9 Thank you again committee members, and this is a 10 continuation of the conversation that we have been 11 having. 12 The -- in March 2011 again the City entered 13 into an agreement with the Harbor District. We talked 14 about that, and in February of this year, in furtherance 15 of the goal of what do we do in -- when we started this 16 conversation at the last meeting, It was ten years, now 17 nine years, what do we do in nine years. 18 Our board -- Council has discussed this -- met 19 and discussed direction to staff and the committee to 20 work with the Joint Committee and City Staff on an 21 updated agreement. 22 Whether that's in the same form as a JPA, maybe 23 it's something else, but -- but an agreement that looks 24 at clarifying roles and responsibilities going forward. 25 And the staff jointly recognized the 1977 REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 30 1 agreement that's something to be desired in that regard. 2 So regardless of the timeframe, we'd like very 3 much to receive direction to keep moving in the form of a 4 development of a new agreement that clarifies those roles 5 and responsibilities. 6 Of course the -- the elephant in the room, 7 though, is 2026 and what happens after that point, and 8 currently the District certainly has a five-year capital 9 improvement fund as far as our 2016-17 budget and we're 10 working for one for the '17-'18 budget and beyond, but 11 looks at some of the dock issues that we would like to 12 look at there, and how does that pencil out in the long 13 run. 14 We would very much like to -- regardless again 15 clarifying roles and responsibilities as to that. We 16 look to add pending economic analysis if the agreement -- 17 an agreement between the District and the City -- for the 18 District to operate the marina goes forward and the 19 desired level of capital investment be made, then that 20 term be commensurate with the investment and vice versa 21 with the investment being commensurate with the terms of 22 the agreement. 23 I think that if we were to pencil it out all 24 the way to the point where all docks have been replaced, 25 I think the logical term would be a 49-year agreement REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 31 1 given that was the original term off the original 2 agreement in 1977. 3 AUDIENCE PARTICIPANT: Steve, we're having 4 trouble hearing you. Could you speak up a little bit. 5 GENERAL MANAGER McGRATH: Yes. The 1977 was 6 for a 49-year term, and if we were to extend out to a 7 replacement of all docks, it would seem logical that a 8 49-year term might be the term to look at there. 9 I think that the -- the synopsis of the 10 discussions that the respective staffs have been having 11 is contained in Attachment B to the staff report, and 12 this is very clearly a synopsis, bullet points, and our 13 attempt at trying to figure out how to construct and 14 draft that agreement, water side to the District, land 15 side is the City west of the ferry terminal, the District 16 east of the ferry terminal. 17 Clearly part of the reason that we need to 18 refine this agreement is because some of the terms in the 19 '77 Agreement were vague. 20 When we get to this point, we will do surveys 21 and we will have bright lines that clearly define where 22 the O&M responsibilities and management responsibilities 23 to the respective parties begin and end. 24 Under Term 2, Operations and Maintenance, just 25 as a clarification, if it says: "District to O&M, water REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 32 1 side Marina," that's District operate and maintain, and 2 so you can see how we've got a -- a dock and ramp 3 landings. 4 This is a particularly interesting definition 5 or perspective. We know that the dock and landings will 6 be will need to be adjusted, anyway, as a part of the 7 work that OPD is doing as the land site elevation is 8 increased. 9 We recognize that if such a split is to occur, 10 that it's the District on this side of the line and the 11 City on this side of the line, there are restroom 12 facilities on both sides of that line. There are open 13 spaces, vegetated areas on both sides of that line. 14 Does it make sense for both the City and the 15 District to have maintenance, janitorial crews doing 16 restrooms? Does it make sense for both the City and the 17 District to have landscaping crews? No, it doesn't, 18 really. 19 So we would have a separate agreement -- we 20 would have a separate agreement tied to the new agreement 21 that would define those responsibilities, define the 22 costs allocated for those responsibilities and share 23 those responsibilities. 24 COMMISSIONER CHANG KIRALY: So Steve, just so 25 that I'm clear, this map that is Attachment C is going to REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 33 1 be aligned the Attachment B; is that correct. 2 GENERAL MANAGER McGRATH: Correct. 3 COMMISSIONER CHANG KIRALY: Okay. Just so -- 4 so everyone on the committee knows. 5 GENERAL MANAGER McGRATH: Correct. 6 Under Item 3 in the possible terms, we talk 7 about the capital improvements. These came straight out 8 of the approved or proposed five-year capital improvement 9 plans. 10 I think it's maintenance continues. That's an 11 ongoing obligation to anyone who operates any sort of 12 facility, that you maintain that. 13 If you start losing too much water depth, we're 14 obviously out of business, and in the last five years, 15 the IP the District put forward, we had them look beyond 16 2022, what it might take at that point. 17 The -- Item 4 separated out -- because we know 18 from our earlier discussion, the fuel dock, fuel lines 19 are an issue. 20 So we're trying to define some of the terms 21 there and some of the end state conditions that we will 22 hopefully negotiate towards. 23 5 is Sea Level Rise and Landfill, and the City 24 is taking responsibility for -- responsibility for 25 protecting the land side against sea level rise and REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 34 1 responsibility for any of the effects or impacts of 2 landfill subsidence. 3 The length of the JPA or whatever the -- 4 whatever we may call the future agreement, again, we 5 talked about a 49-year term consistent with the original 6 terms, and sufficient to adequately ensure the District 7 internal investment for any of the capital improvements 8 made and consistent with any economic analysis that the 9 District does. 10 Governance again is very clear. It's the City 11 Council and the District Board of Commissioner's 12 responsibility for governance, and in that agreement, 13 regardless of the term of that agreement, to recognize 14 that future land use planning is -- is -- as per the 2011 15 MOU, the Phase IC and 2C, that already is a part of the 16 City's General Plan. The Oyster Point Specific Plan, as 17 well. 18 There's a listing of the committed land uses 19 that we're looking at, the O Club, the maintenance 20 facility, the Harbor Master's office, so on and so forth 21 and a memorialization again of the 40,000 square feet of 22 district commercial related uses, district office space, 23 boat ramp, so on and so forth. 24 The City is embarking on a Master Planning 25 Program for the area as a whole, and maybe Mike would REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 35 1 like to speak more to this. 2 I think we discussed it very briefly with the 3 committee and it's an opportunity there for the District 4 to weigh in on some of those discussions, as well, as we 5 go forward. 6 That will be something that will be coming back 7 to the Harbor District Board of Commissioners. 8 If there's anything to add? 9 CITY MANAGER FUTRELL: Yes. First recognize 10 this is a Study Session and the beginning of the 11 conversation. 12 Unlike the first item where we need an 13 amendment to the existing JPA at a certain point because 14 we have those obligations, this one is not time 15 constrained, and please recognize that Steve McGrath and 16 myself are also operating at the direction of our 17 respective governing boards. 18 GENERAL MANAGER McGRATH: Yes. 19 CITY MANAGER FUTRELL: Both boards have had 20 Study Sessions and have received direction to explore a 21 new JPA with potentially longer term. 22 I know that the City Council has had at least 23 three Study Sessions, one in particular September of 24 2015, where they consciously said we will not join in the 25 parade seeking dissolution of the Harbor District, but REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 36 1 would instead like to negotiate with the Harbor District 2 to renew our vows, if you will, and find a better working 3 relationship. 4 And so it was in that spirit that Steve and I 5 and a lot of staff have met over the last number of 6 months to try to hammer out what might those terms look 7 like. 8 I do think there is a policy decision that 9 still rests in your hands and the hands of the boards and 10 that is why would we want to do this, why Council has 11 voiced that operation of a harbor is not one of our core 12 competencies, yet it is one of the Harbor District's core 13 competencies and believe to be their mission is a 14 countywide Harbor District. Operating harbors is what 15 you do. That's your governing mission. 16 Then there's the more practical part from the 17 City side, and I think that that will bear this out, that 18 it is a profitable enterprise and it can with the plan 19 that's been laid out by the Harbor District, through its 20 capital improvements, actually be a money-maker for the 21 Harbor District. 22 So I know my staff believes this is a positive 23 relationship for us in the future if we can work out the 24 right terms and we keep things in the right spirit, that 25 we're trying to find a solution here. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 37 1 So, you know, we can as a group go through each 2 one of these individually or we appeal to you and I don't 3 know if you want to discuss the larger issue of how to 4 operate in the future, but these would be the kind of in- 5 the-weed bones that we recommend if we are to proceed 6 with this relationship. 7 AUDIENCE PARTICIPANT: I have a point of 8 order. 9 COUNCILMEMBER NORMANDY: So can I ask a 10 question? 11 AUDIENCE PARTICIPANT: I'd like to make a 12 point of order, and that is that 13 COUNCILMEMBER NORMANDY: I'm going to -- 14 AUDIENCE PARTICIPANT: Excuse me. I'd just 15 like to make a point of order. The Board of Harbor 16 Commissioners did not vote to approve moving forward with 17 designing a new JPA, but instead what they did was 18 approve moving forward with an agreement. 19 COUNCILMEMBER ADDIEGO: Commissioner Bryan, 20 you're out of order, and -- 21 AUDIENCE PARTICIPANT: If anyone can make -- 22 COUNCILMEMBER ADDIEGO: -- your speaking off 23 the floor is a violation of the Brown Act because there's 24 too many people here present from the San Mateo County 25 Harbor District. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 38 1 AUDIENCE PARTICIPANT: Anyone can -- 2 COUNCILMEMBER ADDIEGO: I'm going to -- 3 AUDIENCE PARTICIPANT: -- make a point of 4 order. 5 COUNCILMEMBER ADDIEGO: -- to ask you to sit 6 down. 7 AUDIENCE PARTICIPANT: I was making a point of 8 order. 9 COMMISSIONER CHANG KIRALY: Through the Chair, 10 I have one quick question, just a -- 11 COUNCILMEMBER ADDIEGO: Okay. 12 COMMISSIONER CHANG KIRALY: -- very specific 13 question regarding the -- the space. 14 We have the 40,000 square foot of -- of 15 District commercial space. This is under Term 8, and we 16 also have had additional -- well, it says 3,600 square 17 feet of dis -- for the District office. 18 Is that going to be included in the 40,000? So 19 that we've got 36,400 for commercial space use or is it 20 in addition to, so it would be 43,600. 21 GENERAL MANAGER McGRATH: Those are enumerated 22 separately in -- 23 COMMISSIONER CHANG KIRALY: Right. 24 GENERAL MANAGER McGRATH: -- the 2011 25 agreement. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 39 1 CITY MANAGER FUTRELL: I agree. Those 2 would -- 3 COMMISSIONER CHANG KIRALY: Okay. 4 CITY MANAGER FUTRELL: -- be in addition to. 5 COMMISSIONER CHANG KIRALY: Okay. So -- so 6 the only reason I ask is there's a little piece of land 7 that kind of goes out where the current Harbor Master's 8 office is and -- and it looks like based on Attachment C, 9 this map that said it's going to revert back to the City. 10 Is that correct? 11 CITY MANAGER FUTRELL: That is an area we need 12 to discuss. 13 COMMISSIONER CHANG KIRALY: Okay. 14 CITY MANAGER FUTRELL: That is an area where 15 we've engaged engineers to give us an answer of what is 16 happening out there. 17 COMMISSIONER CHANG KIRALY: Okay. 18 CITY MANAGER FUTRELL: And why at times at 19 King tide is there water coming up over that area and to 20 design a solution. 21 COMMISSIONER CHANG KIRALY: Right. 22 CITY MANAGER FUTRELL: To cost that out for 23 us. 24 COMMISSIONER CHANG KIRALY: Okay. So that was 25 the reason for my question. I understand what the JP REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 40 1 said, but just based on this map, it looks different from 2 what I understood. 3 CITY MANAGER FUTRELL: That is an area that we 4 have debated quite a bit, and my recommendation to my 5 Council, depending upon the cost, if hypothetically we 6 have to put, say, three to five million dollars into that 7 area to shore it up in whatever way is required to 8 protect it against sea level rise, I think we as a city 9 would prefer then it become some public use like a park 10 or an overlook or a nature center where that three to 11 five million of City tax dollars could actually go back 12 to the public at large as opposed to having a parking lot 13 and a Harbor Master's office that may not be the highest 14 and best use. 15 But I will say that because we don't have the 16 engineering study, we don't have the cost study, that is 17 still an open issue, recognizing there must be a Harbor 18 Master's office somewhere out there in the correct 19 location, and this may or may not be the right location. 20 COMMISSIONER CHANG KIRALY: Okay. Thank you. 21 CITY MANAGER FUTRELL: But it's still being -- 22 COMMISSIONER CHANG KIRALY: Discussed. 23 CITY MANAGER FUTRELL: -- worked on. That's a 24 hard issue. 25 COUNCILMEMBER ADDIEGO: Madam Chair, I think REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 41 1 taking a cue from Commissioner Kiraly, I think I'd like 2 to have the macro discussion to some degree on the length 3 of the term -- 4 COMMISSIONER CHANG KIRALY: Right. 5 COUNCILMEMBER ADDIEGO: -- of -- of a new JPA. 6 Because I think I concur with someone who's 7 speaking from the floor in that I'm not certain that the 8 City Council was looking at forty-nine additional years. 9 It's a wonderful thing to be able to cost out 10 your improvements, but then ultimately in 2075 when the 11 City receives Oyster Point back, it could be in worse 12 condition than it is today depending on the commitment, 13 the long-term commitment. 14 So -- 15 COMMISSIONER CHANG KIRALY: Yeah. I -- I 16 agree with that, Mark. So looking at Term 6 -- 17 COUNCILMEMBER ADDIEGO: Uh-huh. 18 COMMISSIONER CHANG KIRALY: Yeah. Length of 19 the JPA. 20 CITY MANAGER FUTRELL: If I can add from 21 staff, our thinking really was if you're going to invest 22 right now a total of nineteen -- roughly nineteen million 23 dollars, if I'm reading that -- sixteen million, that 24 there would be enough time for the Harbor District to 25 recover that investment. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 42 1 However, how long that is, we're not sure, but 2 it does make sense that if you invest that kind of money, 3 you will need time to recoup those revenues plus some. 4 COUNCILMEMBER ADDIEGO: If it takes fifty 5 years, it's not a good investment on the front end. 6 CITY MANAGER FUTRELL: Right. 7 GENERAL MANAGER McGRATH: I'd also say, too, 8 that it takes some time to invest those funds. We 9 don't feel that -- it's not the same with docks one and 10 two, I don't believe so, but looking forward, we know 11 that at some point in the future, we will need to go 12 through docks one through six, as well. 13 COUNCILMEMBER ADDIEGO: Right. 14 GENERAL MANAGER McGRATH: So it's not sixteen 15 million invested next year. It's over time. 16 COUNCILMEMBER ADDIEGO: So we can -- we can 17 join together and -- and, you know, discuss this on an 18 ongoing basis. I think we need to put all of our heads 19 together. 20 Or ultimately with a 49-year agreement, we're 21 just reenacting what's already occurred. 22 COMMISSIONER CHANG KIRALY: Right. 23 COUNCILMEMBER ADDIEGO: So we're pushing it 24 off so far that it's, you know, for another generation or 25 two to make the big determination. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 43 1 COMMISSIONER CHANG KIRALY: So Mark, what 2 timeframe do you think would be -- 3 COUNCILMEMBER ADDIEGO: I need -- 4 COMMISSIONER CHANG KIRALY: -- satisfactory? 5 COUNCILMEMBER ADDIEGO: -- to understand 6 the -- the dollars -- 7 COMMISSIONER CHANG KIRALY: That's what -- 8 COUNCILMEMBER ADDIEGO: -- much better. 9 COMMISSIONER CHANG KIRALY: -- I'm thinking, 10 yeah. 11 COUNCILMEMBER ADDIEGO: Exactly. 12 COMMISSIONER CHANG KIRALY: There are no 13 financials in this report. 14 COUNCILMEMBER ADDIEGO: Right. 15 COMMISSIONER CHANG KIRALY: I agree. 16 COUNCILMEMBER ADDIEGO: For both sides to 17 understand what they're committing to. 18 GENERAL MANAGER McGRATH: Again, from a staff 19 perspective, they feed each other. The dollars and the 20 term and the term and the dollars. They have to work 21 together. It may be true to say that from staff 22 perspective, no longer than the conversation. 23 COMMISSIONER CHANG KIRALY: No longer than the 24 forty-nine years? 25 GENERAL MANAGER McGRATH: Yeah. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 44 1 COMMISSIONER CHANG KIRALY: That's a long 2 time. I mean, because even our -- our forty years in, 3 it's already an obsolete JPA. 4 GENERAL MANAGER McGRATH: Agreed. 5 COMMISSIONER CHANG KIRALY: And so -- 6 GENERAL MANAGER McGRATH: We want to certainly 7 do the best job possible on any agreement, and then if 8 that agreement has to work for both sides financially -- 9 COMMISSIONER CHANG KIRALY: When none of us 10 are left. 11 GENERAL MANAGER McGRATH: Operationally. 12 COMMISSIONER CHANG KIRALY: When none of us 13 are going to be here in this room discussing this. 14 GENERAL MANAGER McGRATH: That is correct. 15 COUNCILMEMBER ADDIEGO: You know, I think it's 16 like from the City side, as soon as it's making, you 17 know, the big dollars, I want it back. 18 Pretty -- 19 COMMISSIONER CHANG KIRALY: I mean -- 20 COUNCILMEMBER ADDIEGO: -- simple, right? 21 COMMISSIONER CHANG KIRALY: -- it's obvious. 22 It would be the same for the Harbor District. 23 COUNCILMEMBER ADDIEGO: Right, right. 24 COMMISSIONER CHANG KIRALY: That's why I would 25 like to see some time. I mean, the only financials here REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 45 1 is that capital improvements section, which is ninety 2 million dollarsish based on our investment for this next 3 five years, so -- and seven million dollars beyond -- 4 2022 and beyond. 5 CITY MANAGER FUTRELL: I will also point out 6 that the City has engaged the economic firm of Keyser 7 Marston to run those numbers, and looking at the proposed 8 capital improvements and when they would come on, and 9 then the scenarios of higher occupancy and proportional 10 fees with those facilities, how would those dollars work. 11 So I think we will have those ready for you at 12 another meeting. 13 COMMISSIONER CHANG KIRALY: At the next 14 meeting in thirty to forty-five days? 15 CITY MANAGER FUTRELL: I don't know that. 16 This one again is not as time constrained. But they've 17 already been engaged by the City. 18 One point is that I will raise that we've 19 raised from the City side, making the Harbor District 20 comfortable, using the City's expert with the Harbor 21 District would peer review those numbers, but just know 22 that that work -- we recognize that it's not here today. 23 We recognize that -- that if you were going 24 forward and you invest these kinds of dollars, you will 25 recoup those dollars, and we will -- we also recognize REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 46 1 that we need to get you those -- those numbers -- 2 COMMISSIONER CHANG KIRALY: Financials. 3 CITY MANAGER FUTRELL: -- for you to have what 4 you need to make a good decision. 5 COUNCILMEMBER ADDIEGO: So recouping the 6 dollars is important, but at the same time, as long as 7 the JPA goes on, then the property tax dollars to some 8 extent are shared as opposed to reverting to the coast. 9 So we -- 10 COMMISSIONER CHANG KIRALY: Right. So I 11 mean -- 12 COUNCILMEMBER ADDIEGO: Ultimately that's a 13 big factor in this, too. 14 COMMISSIONER CHANG KIRALY: Yeah. 15 COUNCILMEMBER ADDIEGO: Not just recouping an 16 investment, but looking forward, if there is a light at 17 the end of the long -- 18 COMMISSIONER CHANG KIRALY: Tunnel. 19 COUNCILMEMBER ADDIEGO: Yeah, and -- and -- 20 and the City has the ability to operate the marina or 21 look for another partner and is willing to release the 22 Harbor District. 23 COMMISSIONER CHANG KIRALY: After we put -- 24 after we've put in about sixteen million -- 25 COUNCILMEMBER ADDIEGO: Sure. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 47 1 COMMISSIONER CHANG KIRALY: -- dollars 2 COUNCILMEMBER ADDIEGO: Because -- because 3 when you release whatever those tax dollars were -- 4 COMMISSIONER CHANG KIRALY: Well, they'd have 5 to be broken out, too, right? 6 COUNCILMEMBER ADDIEGO: Right. 7 COMMISSIONER CHANG KIRALY: Between enterprise 8 and public funds -- 9 COUNCILMEMBER ADDIEGO: Right. 10 COMMISSIONER CHANG KIRALY: -- which -- that's 11 what I'm saying is that the financials are not here for 12 us to even look at that breakout. 13 I mean, if you look at the macro macro picture, 14 Mark, there could be a benefit to the rest of the town in 15 terms of jobs. 16 There -- there -- those are the easy things to 17 look at, but the dollars and cents are just not here -- 18 COUNCILMEMBER ADDIEGO: Right. 19 COMMISSIONER CHANG KIRALY: -- I don't think 20 for us to make a decision now. 21 COUNCILMEMBER ADDIEGO: No, no. I don't think 22 so, either. We can gather up some of that data. 23 COMMISSIONER CHANG KIRALY: Yeah. 24 COMMISSIONER MATTUSCH: I haven't heard 25 anybody mention the yacht club lately. I don't think REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 48 1 that's something on the property management issues on the 2 coast. We're only talking about Oyster Point here, but 3 then it doesn't make sense to have a facility that pays 4 $300 a month and that runs a bar and a restaurant, and I 5 don't know in this Development Agreement how we can 6 potentially reformulate something and say you know what? 7 We need new agreements because we're developing entirely 8 new project and it's not the same old group of agreements 9 we had before. 10 So at some point, I think that that's one of 11 the very sore points. The Harbor District's been 12 criticized in the past about property management issued. 13 The elephant in the room on this side is that a yacht 14 club and how much they pay for rent. 15 COMMISSIONER CHANG KIRALY: And that would be 16 under -- based on Attachment C under the jurisdiction of 17 the City; correct. 18 CITY MANAGER FUTRELL: No. 19 COMMISSIONER CHANG KIRALY: No? 20 GENERAL MANAGER McGRATH: The District. 21 COMMISSIONER MATTUSCH: Correct. 22 GENERAL MANAGER McGRATH: And being cognizant 23 of the fact -- 24 COMMISSIONER CHANG KIRALY: Because I was 25 looking at the land, okay. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 49 1 GENERAL MANAGER McGRATH: Being cognizant of 2 the fact that the District does have in place a long-term 3 agreement and lease with the yacht club. 4 COMMISSIONER CHANG KIRALY: Oh, here. 5 CITY MANAGER FUTRELL: Certainly as we look 6 down the road, if a developer were to say to the yacht 7 club "Hey, tell you what. Give us this and we'll build 8 you a nice new facility somewhere," then I think the 9 conversation will be much like we're having here. 10 How does that pencil for us? Do we get a nice 11 new facility? We're going to pay for rent. How does 12 that work? 13 But at this point, we have to be aware of the 14 fact that the yacht club has a lease that has a number of 15 years left on it. 16 COUNCILMEMBER ADDIEGO: Roughly can you share 17 with us? 18 COMMISSIONER CHANG KIRALY: Yeah, I can't 19 remember. 20 GENERAL MANAGER McGRATH: Do you remember 21 John? I know when initially executed, it was twenty-five 22 with a twenty-five option. I believe it was renewed six 23 or seven years ago. 24 COUNCILMEMBER ADDIEGO: All right. 25 GENERAL MANAGER McGRATH: So it's got a ways REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 50 1 to go. 2 COUNCILMEMBER ADDIEGO: Is there an escalator 3 with the rent? 4 COMMISSIONER MATTUSCH: No. 5 COUNCILMEMBER ADDIEGO: Wow. 6 GENERAL MANAGER McGRATH: I was going to say 7 we are looking at that lease fairly closely right now. 8 COUNCILMEMBER ADDIEGO: But it's $300 every 9 month, right? 10 COMMISSIONER MATTUSCH: Yeah. 11 COUNCILMEMBER ADDIEGO: There you go. 12 GENERAL MANAGER McGRATH: Opportunities for 13 enhancing that revenue are improbable under the terms of 14 the existing lease, and we are constrained by that lease. 15 CITY MANAGER FUTRELL: But there -- there's 16 nothing in the Development Agreement that changes that at 17 all, and one of the reasons it's left on the Harbor 18 District's side of the line is because there is a long- 19 term lease with the Harbor District. 20 Then we as the City and I don't know if the 21 Harbor District pretty much can't get out of it. 22 Perhaps I could talk a moment about how we came 23 up with the land split. 24 COMMISSIONER CHANG KIRALY: Mm-hmm. 25 CITY MANAGER FUTRELL: There were -- there REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 51 1 have been discussions just loosely with Council in their 2 Study Session that the City would take the land side and 3 operate the parks and the land side. We do that, and the 4 Harbor District will do what it usually does best, which 5 is maintain the marinas and the harbor. 6 As we actually got to the map and looked, 7 almost everything on this map that is shown as the 8 District is required for operation of the marina. 9 So you have the yacht club, you have the 10 maintenance area, you've got the boat ramp and the 11 associated parking, the parking which supports the marina 12 and then you have the 40,000 square feet which is 13 promised to the Harbor District for your future 14 development, whatever that is. 15 So pretty much that entire end is Harbor 16 District by design, and so it just didn't make sense for 17 the City to take that -- in fact, it's all yours. 18 Now, we have had discussions, but it also 19 doesn't sense for us both to be out there doing 20 maintenance, and we would come up with a shared 21 maintenance agreement that works for both of us to save 22 money and have one crew out there maintaining the entire 23 area. 24 But that's how we came up with the split. With 25 further discussions to center around the point where the REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 52 1 Harbor District or rather the Harbor Master's office is. 2 COMMISSIONER CHANG KIRALY: Right. 3 COUNCILMEMBER NORMANDY: Thank you, Mike. Any 4 questions for the committee? 5 CITY MANAGER FUTRELL: Well, is the committee 6 comfortable with us proceeding along these geographic 7 lines? 8 What we will do is take these back today and 9 just continue working and just drill a little more deeply 10 and start crafting some practical written documents for 11 you to react to. 12 COMMISSIONER CHANG KIRALY: When you say 13 geographic lines, you're talking about the maps in 14 Attachment C? 15 CITY MANAGER FUTRELL: Attachment C, correct. 16 AUDIENCE PARTICIPANT: Excuse me. As a member 17 of the public, can I make a comment? 18 CITY MANAGER FUTRELL: It's up to the Chair. 19 AUDIENCE PARTICIPANT: Since this is a Study 20 Session. 21 COUNCILMEMBER NORMANDY: Give me one moment. 22 Let me close up the -- the discussion with the committee 23 first and I'll just come are right back to you. 24 AUDIENCE PARTICIPANT: Before you make a 25 commitment, I'd like to make a comment. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 53 1 COUNCILMEMBER NORMANDY: We're not making a 2 commitment. This is a Study Session. Let me just 3 clarify with the committee. 4 Is there any comments or questions -- 5 COMMISSIONER CHANG KIRALY: No. 6 COUNCILMEMBER NORMANDY: -- from the 7 committee? 8 COMMISSIONER MATTUSCH: You know, I come back 9 to the fuel dock itself, but Mr. Moren has a license to 10 operate vessels and I do -- when I get fuel many times, I 11 might need a five gallon bucket of oil or something. 12 So in the planning and enhancement of that fuel 13 dock, is there any -- has anyone given thought to a small 14 two 400 square foot building -- 15 COUNCILMEMBER NORMANDY: Shop. 16 COMMISSIONER MATTUSCH: -- that would have a 17 small shop-type thing, oil, maintenance? What does a 18 boater need when you pulls up? 19 We've lost our local West Marine. We don't 20 have the 40,000 square foot building yet. 21 Fuel is one thing. Where -- where's the guy 22 going to go get oil? 23 So just -- I'm not asking for it now. I just 24 want to put it out there that at some point we should 25 recognize that gas and oil are not the only two things REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 54 1 that are requisite to operating a vessel. 2 COMMISSIONER CHANG KIRALY: So I have a quick 3 question through the Chair. 4 COUNCILMEMBER NORMANDY: Go ahead, Virginia. 5 COMMISSIONER CHANG KIRALY: Has your City 6 Council approved this Attachment C map configuration? 7 CITY MANAGER FUTRELL: No, they have -- 8 COMMISSIONER CHANG KIRALY: Because our -- 9 CITY MANAGER FUTRELL: They have not. 10 COMMISSIONER CHANG KIRALY: -- board has not. 11 CITY MANAGER FUTRELL: This is the first 12 public outing of this concept. We came to this committee 13 first. 14 COMMISSIONER CHANG KIRALY: Okay. 15 CITY MANAGER FUTRELL: And if we're able to 16 work out some sort of agreement through multiple meetings 17 to where you are comfortable moving it to the larger 18 body, then you will recommend doing so at that time. 19 I -- I personally think it's a little premature 20 and we're just getting your initial reactions today. 21 COMMISSIONER CHANG KIRALY: Thank you for 22 those comments. 23 COUNCILMEMBER NORMANDY: Anything, Mark? 24 CITY MANAGER FUTRELL: Let me point out one 25 nuance, and that would be under Item 2F, recognizing that REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 55 1 whatever the term is, business conditions may change over 2 the course of that term. 3 So we are recommending a second agreement which 4 will be much shorter which would contain the business 5 terms, and that would give this committee and the boards 6 at a minimum every five years, but perhaps earlier, to 7 revisit the cost of maintenance, the economy and change 8 the business terms of the agreement. 9 I do think as smart as both of us are, Steve, 10 it would be hard for us to protect something which we can 11 guarantee will be working properly four years from now. 12 So there is kind of a back door for common 13 sense to allow the bodies to adjust as necessary 14 periodically throughout the term. 15 COMMISSIONER CHANG KIRALY: Right. So that 16 would be the shared cost agreement. That's the F -- 17 that's 2F, right? 18 CITY MANAGER FUTRELL: Right. 19 COMMISSIONER CHANG KIRALY: Which I -- you had 20 mentioned would be kind of separate, anyway, which 21 would -- I'm assuming would be shorter than the fifty 22 years, right? 23 CITY MANAGER FUTRELL: Yes. Because we say -- 24 COMMISSIONER CHANG KIRALY: That's what you 25 just said. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 56 1 CITY MANAGER FUTRELL: -- at least every five 2 years. We could make it -- 3 COMMISSIONER CHANG KIRALY: Yeah. 4 CITY MANAGER FUTRELL: -- every three years 5 where we will sit down and revisit the business terms and 6 make sure they're still working for both bodies. And not 7 just -- the vagaries of the economy we just don't know. 8 GENERAL MANAGER McGRATH: Or at least have a 9 trigger if not a specific term at least every five years 10 or if a certain trigger occurs that we could revisit 11 based on changing conditions in operation operations and 12 maintenance. 13 COUNCILMEMBER NORMANDY: Thank you. 14 So I'm going to allow the public. Can -- 15 introduce yourself and comment. 16 MS. SLATER-CARTER: Thank you. Kathryn 17 Slater-Carter. I -- I live in Montara, so 18 unincorporated. I am on the Montara Water and Sanitary 19 District Board and on the Sewer Authority Mid-Coastside 20 and I'm speaking as an individual here. 21 But my experience has -- as I see some issues 22 here. 23 One, Sewer Guardian on the Coastside is on JPA 24 with an equal number of votes distributed among three 25 entities. So one entity has two votes and -- or four REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 57 1 votes and the other two entities have between them four 2 votes. 3 This year, SAM has suffered some major sanitary 4 spills because the agenc -- the agency that has the four 5 votes received -- refused to put any money into 6 maintaining our central interpipe pipeline system. 7 You need to have some kind of tie breaker or 8 something written into your JPA about maintenance and 9 repair needing to happen such that it doesn't leave the 10 JPA with -- at any risk for a breakdown. 11 I'm thinking of the fuel dock, for instance, or 12 other things. There's just -- I can't foresee forty-nine 13 years from now. 14 The -- so that's -- I think is something you 15 seriously need to consider. 16 The other is I'm looking at Attachment C, and 17 in looking at the black hashmarks, I see a red flashing 18 neon sign that says Romeo Pier. 19 I don't see easy land access for the Harbor 20 District for what is going to be asked to maintain in 21 good repair the way this map is set up, and I think that 22 needs to be reconsidered. 23 The Harbor District is already suffering from 24 an agreement from years past in which they got a pier 25 with no access to it. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 58 1 So I think that needs to be seriously worked 2 into this agreement. I'm sure there will be others and I 3 look forward to attending these, but those are what jump 4 up to me first. 5 If you want to have a good JPA, these kinds of 6 things need to be worked at and I think that having these 7 study sessions is very valuable. 8 Thank you. 9 COUNCILMEMBER NORMANDY: All right. Thank 10 you. 11 Any closing comments from this committee and/or 12 Mike Futrell and Steve McGrath? 13 COMMISSIONER CHANG KIRALY: Can I ask one 14 quick question? So it sounds like the fuel dock issue is 15 really more time sensitive than all this other stuff. 16 GENERAL MANAGER McGRATH: Yes. 17 COMMISSIONER CHANG KIRALY: So that's going to 18 basically be Term 4 on this sheet, right? 19 GENERAL MANAGER McGRATH: That will have been 20 resolved by the time we get to -- 21 COMMISSIONER CHANG KIRALY: This year. 22 GENERAL MANAGER McGRATH: Yeah. 23 COMMISSIONER CHANG KIRALY: So then -- so do 24 we want to work on some of these things in terms of terms 25 in tandem or do you want to wait until after the fuel REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 59 1 dock thing gets resolved with OPD? 2 And I'm thinking specifically about 2F, the 3 shared cost agreement. I mean, not that there'd be any 4 set terms or firmed up terms, but things that you all are 5 discussing during this time. 6 I'm assuming that it's happening now or -- 7 because I kind of think that a lot of this has to come to 8 our governing boards, too, before any -- obviously this 9 is a Study Session and no decisions are going to be made 10 here. 11 So -- but I just want to kind of get a sense of 12 where staff is discussing in terms of overlap based on 13 Attachment B. 14 GENERAL MANAGER McGRATH: The -- well -- and 15 speaking specifically -- Mike can jump in if I get this 16 wrong, but 2F, we have talked about that. We've talked 17 about -- 18 COMMISSIONER CHANG KIRALY: In the last 19 meeting, you all talked about possible shared cost. 20 GENERAL MANAGER McGRATH: Right, and -- and we 21 have been talking at -- in preparation for this meeting 22 about wanting to avoid duplication of effort or 23 redundancy. 24 COUNCILMEMBER NORMANDY: Right. 25 GENERAL MANAGER McGRATH: Basically to be as REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 60 1 efficient as we can in the operation and maintenance of 2 the entire site, recognizing that some of the functions 3 on both sides of the right line are duplicate. There is 4 grass on one side, there is grass on the other. 5 COMMISSIONER CHANG KIRALY: Right. 6 GENERAL MANAGER McGRATH: Restrooms on one 7 side and restrooms on the other. How can we avoid 8 duplication of effort and -- and make the maintenance of 9 those as efficient as possible? 10 We've agreed on a staff level that that's a 11 desirable goal outcome. We haven't gone much further 12 than that at this point. 13 CITY MANAGER FUTRELL: I -- I think it -- it 14 will be part of the economic study between now and moving 15 forward more robustly, because understanding the O&M to 16 be part of the puzzle to understand profitability -- 17 COMMISSIONER CHANG KIRALY: Right. 18 CITY MANAGER FUTRELL: -- out there. 19 So we will have much deeper discussions. Where 20 we were at this point is -- 21 COMMISSIONER CHANG KIRALY: When you say "we," 22 you mean your -- your staff and our staff and -- 23 CITY MANAGER FUTRELL: Correct. 24 COMMISSIONER CHANG KIRALY: -- OPD somehow? 25 CITY MANAGER FUTRELL: Again, this is not an REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 61 1 area -- 2 COMMISSIONER CHANG KIRALY: Okay. I just 3 wanted -- 4 CITY MANAGER FUTRELL: So it's just the two of 5 us, but this is really as far as we've gotten, this 6 general understanding that yes, we must work together and 7 we have taken a stab at what we might look at, which is 8 basically the District doing the bathrooms and the 9 showers, and the showers in particular are used by the 10 little boats and other boaters. 11 But we will work this out as part of the 12 economics of -- I think that will come to you with the 13 economics, and then if you agree, then we can later put 14 that into an actual MOU. 15 COMMISSIONER CHANG KIRALY: Okay. 16 GENERAL MANAGER McGRATH: I'd also like to 17 add, too, that when we first talked, we had started the 18 process of developing a split in our budget, public 19 enterprise, and we implemented that toward a '16 and '17 20 year. 21 We did that largely through time accounting as 22 part of our staff and our facility. When we did our 23 '16-'17 budget, we were doing that based on one quarter's 24 worth of data. 25 We've now got a lot more data -- REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 62 1 COMMISSIONER CHANG KIRALY: Right. 2 GENERAL MANAGER McGRATH: -- and our data is 3 better. 4 So we can more accurately hone in on what 5 actually our costs are, and that will help inform how we 6 move forward on this. 7 COMMISSIONER CHANG KIRALY: So how far down 8 would you drill for something down in terms of cost 9 allocation? Would it even come down to time allocation? 10 GENERAL MANAGER McGRATH: Yes. 11 COMMISSIONER CHANG KIRALY: Mm-hmm. 12 GENERAL MANAGER McGRATH: Yes. Absolutely. 13 Absolutely. 14 COUNCILMEMBER ADDIEGO: Generally I think a 15 member of the public mentioned something about a pier, 16 and a pier is what will ultimately be the Harbor District 17 and this is -- it's attached to the land, but are there 18 any problems with the pier and -- 19 GENERAL MANAGER McGRATH: Councilmember, can I 20 can clarify? 21 COUNCILMEMBER ADDIEGO: Yes. 22 GENERAL MANAGER McGRATH: I think what Ms. 23 Carter was referring to was a situation that arose on the 24 coast. 25 COUNCILMEMBER ADDIEGO: Yeah. I know this is REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 63 1 called the Romeo Pier, but not that romantic. 2 GENERAL MANAGER McGRATH: Access to our 3 facilities in order to fully maintain them, and I think 4 that this is one of the things that the City Manager and 5 I have talked about is making sure that we've got that 6 access, where is the actual dividing line on the area of 7 responsibility, but recognizing. 8 COUNCILMEMBER ADDIEGO: So it's not on the 9 map, but it's on your radar. 10 GENERAL MANAGER McGRATH: It's on the radar. 11 COUNCILMEMBER ADDIEGO: Excellent. 12 GENERAL MANAGER McGRATH: We don't want to 13 forget. 14 COUNCILMEMBER ADDIEGO: I'm just going to draw 15 it in so I don't forget. 16 GENERAL MANAGER McGRATH: We don't want it 17 land logged, water logged, and we don't want to get to 18 the point where we can't get to it. 19 COMMISSIONER CHANG KIRALY: Right. 20 Accessibility. 21 COUNCILMEMBER NORMANDY: Anything else, Tom? 22 COMMISSIONER MATTUSCH: No. 23 CITY MANAGER FUTRELL: I will say this is in 24 closing. That the two staffs are working really well 25 together and this has been a very productive process, and REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 64 1 I think while we are still operating under the existing 2 JPA, that cooperation has bled over into that, as well, 3 and at least from a staff to staff, District to City 4 perspective, I think things are going really smoother now 5 than they have been in previous year's time. 6 Very helpful, Steve, thank you -- 7 GENERAL MANAGER McGRATH: Thank you very much. 8 CITY MANAGER FUTRELL: -- for the time 9 committed to this. We have a lot more to go, but I did 10 want you all to know that it is working very smoothly 11 under the existing JPA, as poorly written as it is. 12 COMMISSIONER CHANG KIRALY: Thank you. 13 COUNCILMEMBER NORMANDY: Commissioner Chang 14 Kiraly would like to talk or have this opportunity to 15 discuss the next meeting. 16 COMMISSIONER CHANG KIRALY: Yeah. Schedule 17 it. 18 CITY MANAGER FUTRELL: Okay. I think when we 19 have an update ready on the larger JPA, we'll certainly 20 bring it to that meeting. 21 COMMISSIONER CHANG KIRALY: How much time do 22 you think you'll need, Mike and Steve? I mean, thirty 23 days from today is -- 24 CITY MANAGER FUTRELL: Steve, I would think 25 that the really important thing you need to get to is the REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 65 1 economics. 2 COMMISSIONER CHANG KIRALY: Right. 3 CITY MANAGER FUTRELL: We can bring some 4 numbers to you that you can really chew into, and I -- I 5 don't have staff in the room. I would hesitate to guess. 6 I'll say sixty days. 7 COMMISSIONER CHANG KIRALY: We have the fuel 8 dock thing, too. 9 CITY MANAGER FUTRELL: The fuel dock will be 10 at the next meeting. 11 COMMISSIONER CHANG KIRALY: Because that's the 12 meeting that we have to also schedule. 13 CITY MANAGER FUTRELL: Right. 14 COMMISSIONER CHANG KIRALY: Right. So we're 15 talking about two meetings, different meetings now. The 16 fuel dock meeting that you mentioned out thirty to forty- 17 five days -- 18 CITY MANAGER FUTRELL: No. So the fuel dock 19 issue we should have in the next thirty to forty-five 20 days. 21 COMMISSIONER CHANG KIRALY: Right. 22 CITY MANAGER FUTRELL: But that may be the 23 only item on the agenda. 24 COMMISSIONER CHANG KIRALY: No, I get that. 25 CITY MANAGER FUTRELL: Okay. REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 66 1 COMMISSIONER CHANG KIRALY: But that's the 2 time sensitive meeting. 3 CITY MANAGER FUTRELL: Correct. 4 GENERAL MANAGER McGRATH: That one is time 5 sensitive. 6 COMMISSIONER CHANG KIRALY: Right. So we're 7 looking at two meetings, one for that and one for the 8 financials. The overall Attachment B issue, right? 9 GENERAL MANAGER McGRATH: If we looked at the 10 agenda for today, for example, we had two items, the 11 implementation agreement and the longer term -- 12 COMMISSIONER CHANG KIRALY: Right. 13 GENERAL MANAGER McGRATH: -- agreement. 14 And the implementation agreement is time 15 sensitive. We're looking at -- we think it's thirty to 16 forty-five for that. 17 COMMISSIONER CHANG KIRALY: Right. 18 GENERAL MANAGER McGRATH: And then probably 19 thirty days after that coming back with the next round on 20 this. 21 CITY MANAGER FUTRELL: As soon as you have the 22 numbers, the economics, we'll bring those to the 23 committee. 24 But if we can meet before the end of May, which 25 is about forty-five minutes -- REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 67 1 COMMISSIONER CHANG KIRALY: Right. 2 CITY MANAGER FUTRELL: -- that would be great. 3 COUNCILMEMBER NORMANDY: Is there any date of 4 the week that does not work for anyone's schedule? Does 5 Monday work well, Wednesday? 6 COMMISSIONER CHANG KIRALY: So Monday -- 7 COUNCILMEMBER ADDIEGO: The last week in May. 8 COMMISSIONER CHANG KIRALY: Monday the 29th is 9 Memorial Day. So there'd be the 30th, which is Tuesday 10 or the 31st, which Wednesday. 11 COUNCILMEMBER NORMANDY: Can we do the 31st, 12 Mike? 13 CITY MANAGER FUTRELL: May 31st. 14 MR. MATTAS: We were trying to make that 15 earlier. 16 COMMISSIONER CHANG KIRALY: May 25th. 17 COUNCILMEMBER ADDIEGO: What day of the week 18 is that? 19 COMMISSIONER CHANG KIRALY: Thursday. 20 COUNCILMEMBER NORMANDY: What about Wednesday, 21 the 24th? 22 COUNCILMEMBER ADDIEGO: Fine. That's fine. 23 COUNCILMEMBER NORMANDY: We're looking at May 24 23rd. 25 CITY MANAGER FUTRELL: May 23rd. That is in REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 68 1 our window. 2 COUNCILMEMBER NORMANDY: Okay. Are we good 3 this time, as well? 2:30? Do we need it later? I'm 4 flexible. 5 COMMISSIONER CHANG KIRALY: That's a Tuesday. 6 COUNCILMEMBER NORMANDY: Can we do it May 7 23rd, Tuesday at 3:00 PM for our next Study Session? 8 COMMISSIONER CHANG KIRALY: Yeah. Wonderful. 9 Thank you. 10 GENERAL MANAGER McGRATH: Great. 11 COUNCILMEMBER NORMANDY: So thank you for the 12 City of South San Francisco and our San Mateo County 13 Harbor District Commissioners and Council for being here, 14 and we are then adjourning the meeting at 3:41. Thank 15 you. 16 (The meeting concluded at 3:41 PM). 17 ---o0o--- 18 19 20 21 22 23 24 25 REPORTER'S TRANSCRIPT OF MEETING PROCEEDING'S 04-17-2017 408.275.1122 Uccelli & Associates 650.952.0774 69 1 STATE OF CALIFORNIA ) 2 COUNTY OF SAN FRANCISCO ) 3 4 I, the undersigned, hereby certify that the 5 discussion in the foregoing meeting was taken at the 6 time and place therein stated; that the foregoing is a 7 full, true and complete record of said matter. 8 I further certify that I am not of counsel or 9 attorney for either or any of the parties in the 10 foregoing meeting and caption named, or in any way 11 interested in the outcome of the cause named in said 12 action. 13 14 15 IN WITNESS WHEREOF, I have 16 hereunto set my hand this 17 27th day of April, 2017. 18 19 20 MARK I. BRICKMAN CSR 5527 21 22 23 24 25 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-488 Agenda Date:8/2/2017 Version:2 Item #:2. Implementation Agreement between the Harbor District and the City of South San Francisco related to the 2011 MOU Approved by the Harbor District, City of South San Francisco and South San Francisco Redevelopment Agency City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ 13664914.1 Staff Report DATE: August 2, 2017 TO: Members of City-Harbor District Liaison Committee (Vice-Mayor Liza Normandy & Councilmember Mark Addiego; President Tom Mattusch and Vice-President Virginia Chang-Kiraly) FROM: Mike Futrell, City Manager Steve McGrath, General Manager SUBJECT: Implementation Agreement between the Harbor District and the City of South San Francisco related to the 2011 MOU Approved by the Harbor District, City of South San Francisco and South San Francisco Redevelopment Agency Recommendation: It is recommended that the Liaison Committee, by motion, direct District and City staff to prepare the final version of the Implementation Agreement and exhibits thereto, and then forward the Implementation Agreement for consideration by the South San Francisco City Council and the San Mateo County Harbor District with a recommendation for approval. I. Existing JPA The City of South San Francisco (City) and the San Mateo County Harbor District (District) have been partners in the Oyster Point Marina and Park (Oyster Point) since 1977, with the relationship being governed by a Joint Powers Agreement (JPA.) The JPA has a 49-year term and will expire on November 11, 2026. II. Oyster Point Development In March 2011, the City and the former Redevelopment Agency of the City of South San Francisco (RDA) entered into a Development Agreement (DA) and Disposition and Development Agreement (DDA), respectively, with Oyster Point Ventures, LLC to form a public/private partnership to redevelop approximately 80+ acres at Oyster Point. This included approximately 40+ acres of the city-owned land managed by the Harbor District under the JPA. Due to the recession and other factors, the fully approved project did not immediately move forward to construction. In 2016, Oyster Point Ventures, LLC (OPV) sold its interest to a new development group, Oyster Point Development, LLC. (OPD) This transfer was approved by the City Council in 2016, and the transfer of the associated leases from OPV to OPD was approved by the District on June 29, 13664914.1 2016. The DA/DDA commits OPD (Developer) to first implement Phase I, consisting of a minimum of 508,000 square feet of research and development (R&D) and/or office space with associated infrastructure, and to make extensive public infrastructure improvements (described below) on property within and adjacent to the city-owned property covered by the JPA. The Developer is planning to start construction of Phase I in October 2017. Much of the infrastructure work in Phase I required of OPD will take place on city-owned land currently under the management of the District pursuant to the JPA, portions of which are subject to the leases between the District and OPD; these leases were formerly referred to as the King leases. The infrastructure work, specifically known as Phase IC work, includes new streets and utilities, improvements to the clay cap over the landfill, enhanced parking, open space recreation, beach and park areas, Bay Trail improvements, and grading at the prospective hotel site. The cost of the improvements on the city-owned land is borne jointly by the Developer and the Successor Agency to the Redevelopment Agency. The 2017 updated total cost of Phase IC improvements is approximately $44,141,000. Additional work, known as Phase IIC work, will take place on another portion of city-owned land managed by the Harbor District, namely a new pump station, repairs to the landfill clay cap, improved parking areas and landscaping. The cost of the improvements for Phase IIC work is borne mostly by the Successor Agency to the Redevelopment Authority, although the Developer will perform some of the work and contribute funds towards the new pump station. The 2017 updated cost of the landfill clay repair, which will be advanced ahead of the other IIC improvements, is approximately $843,000. At the conclusion of Phase IC and Phase IIC work, Oyster Point will emerge with new roads and parking lots, along with improved public spaces. III. Current City-Harbor District Memorandum of Understanding (MOU) Coincident with execution of the DA and DDA between the City, Redevelopment Agency and the developer in 2011, the City, Redevelopment Agency and the Harbor District entered into an agreement (the MOU) to facilitate the development of the Phase IC and IIC improvements. Attachment A is a copy of the MOU. The MOU was clear that when certain city-owned parcels were transferred to the developer pursuant to the DDA that those now-developer-owned parcels were automatically removed from the JPA. The MOU also anticipated that the City and the RDA intended to complete additional public and private improvements on a portion of the remaining city-owned land, making reference to a map attached to the MOU as Exhibit B. This map showed a portion of land redeveloped as “flexible space - recreational playfields” and a portion as “future hotel development - interim boat storage.” These same land use designations were also shown on Exhibit D to the MOU. These contiguous parcels collectively referred to as the “open space-hotel site” are contained within the scope of work for Phase IC construction and include having the developer prepare the open space for recreational use, and prepare all groundwork required for later construction of a hotel. IV. Proposed Implementation Agreement The proposed Implementation Agreement is intended to assist the City and Harbor District in implementing the 2011 MOU and the proposed Oyster Point development including the Phase IC and 13664914.1 Phase IIC infrastructure work. The Draft Implementation Agreement, a copy of which is attached hereto as Attachment B, includes the following primary terms: 1. Access to Marina Property during and for Construction of Phase IC/IIC Improvements. a. Authorizes access to Marina Property covered by the JPA during Phase IC and IIC developments. The Implementation Agreement authorizes the City’s and Developer’s contractors to access portions of the Marina Property subject to the JPA to construct the Phase IC and IIC improvements. The Implementation Agreement also requires all contractors to keep vehicular and pedestrian access open at all times during construction for District operations, including but not limited to the docks, fueling facilities, boat ramps, parking lots, bathrooms, ferry terminal, harbor master’s office and the yacht club. It also authorizes the contractors to install fences as needed to close off constructions sites on the property during the Phase IC and IIC developments, subject to providing the access to District facilities as previously noted. b. Requires Contractors to indemnify and defend the City and the District for the contractors’ actions on the construction sites. The Implementation Agreement also requires that contractors provide insurance for their acts and specially naming the District, Successor Agency and the City as additional insured. The clause also requires that contractors hold harmless, defend and indemnify the City, Successor Agency and the District from liability that arises from any willful misconduct, negligence or omissions committed by the contractors or their subcontractors and employees. 2. Termination of the E, E-1, E-2, E-3 and E-4 Parcel King Leases. Pursuant to the DDA, the City/Successor Agency and OPD are exchanging property interests in certain portions of the Marina Property and in the OPD (formerly King) leases applicable to the Marina Property covered by the JPA. Pursuant to the MOU, when the City closes escrow on the conveyance of the specified property to OPD (“Conveyed Property”), the Conveyed Property will automatically be removed from the property included in the JPA and will no longer be subject to the JPA. Also, pursuant to this Implementation Agreement, when escrow closes on the sale of Conveyed Property to OPD and the transfer of the OPD leases to the City, the City and the District agree that the OPD leases applicable to parcels E, E-1, E-2, E-3 and E-4 (which are all on land that is not being conveyed to OPD but on which Phase IC improvements will be constructed) will also terminate. 3. Removal of the proposed recreation and hotel parcels from the land covered by the JPA. Upon close of escrow of Conveyed Property, the proposed recreation and hotels parcels, as shown on Attachment E, will be removed from the lands included within the JPA. Thereafter, the City shall be responsible for maintenance of those parcels and the JPA will no longer apply to those parcels. 4. Fuel Dock and Fuel Line Repair/Replacement The Implementation Agreement provides that the City will consider formation of community facilities district (“CFD”) not later than April 30, 2018. In the event the community facilities district is formed, the City would agree to reimburse the District from CFD funds for an amount not to exceed $2,500,000 (increased annually by 2%) for appropriate repair and replacement of the fueling infrastructure system. The fueling infrastructure improvements would be constructed in two phases identified as the “Initial Improvements” and the “Landslide Improvements” with the Initial Improvements anticipated to be complete not later than December 31, 2020 and the Landside Improvements anticipated to be completed not later than December 31, 2025. In addition, the City will reimburse the District $90,000 to be used for repairs that the City and District 13664914.1 agree are necessary for operation of the current fueling infrastructure system. This reimbursement obligation terminates upon commencement of construction of the new fuel dock. If the City does not create a CFD, the District may: (1) continue to operate and maintain the current fueling and infrastructure system, (2) may elect to fund the Initial Improvements and the Landside Improvements itself, or (2) may elect to cease operation and maintenance of the fueling system. In the event that the District elects to cease operation and maintenance of the fueling system, the City will assume responsibility for the fueling system, and will have the option of shutting down the fueling infrastructure system in a manner that complies with applicable law. 5. Fueling Infrastructure Operation and License Agreement. Upon close of escrow, the District will take over operation and maintenance of the fueling infrastructure system, subject to specified rights to elect not to operate and maintain the fueling infrastructure if the anticipated repair and replacement of the fueling infrastructure does not occur. Also, if necessary, the City will grant the District a license for the access to the land necessary to operate and maintain the fueling infrastructure. The City also agrees to allow the District fueling suppliers and contractors access to City roads and parking lots in order to continue maintaining and operating the fuel lines and facilities. 6. Reimbursement of District Expenses Related to Preparation of the Implementation Agreement. The City will reimburse the District for actual and reasonable costs of negotiating this Implementation Agreement, up to $35,000. The District must submit and invoice with reasonable supporting information. V. Conclusion Staff recommends that the Liaison Committee, by motion, instruct District and City staff to prepare the final version of the Implementation Agreement and exhibits thereto, and then forward the Implementation Agreement for consideration by the South San Francisco City Council and the San Mateo County Harbor District with a recommendation for approval. Attachments: A. City and District MOU B. Draft Implementation Agreement AGREEMENT BETWEEN AND AMONG THE CITY OF SOUTH SAN FRANCISCO, THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, AND THE SAN MATEO COUNTY HARBOR DISTRICT This Agreement Between and Among the City of South San Francisco, The Redevelopment Agency of South San Francisco, and the San Mateo County Harbor District (this "AGREEMENT "), dated and made effective as of March 25, 2011 (the "Effective Date "), is entered into by and among the City of South San Francisco, a municipal corporation ( "City "), the Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic ( "Agency "), and the San Mateo County Harbor District, a political subdivision of the State of California ( "District "). City, Agency and District are hereinafter collectively referred to as the "Parties." RECITALS A.City is the owner of certain real property located in the City and commonly known as the Oyster Point Marina ( "Marina Property "), as shown on the parcel map attached hereto as Exhibit A. City and District have entered into a joint powers agreement related to the development, operations, and maintenance of the Marina Property pursuant to Government Code section 6500 et seq. ( "JPA "). City desires redevelopment of the Marina Property including potential commercial and office /research and development uses and public amenities. B.District entered into certain long -term leases with King Ventures for certain portions of the Marina Property ( "King Leases "), as shown generally on Exhibit A. District uses rent revenue from the King Leases to pay debt service on loans from the California Department of Boating and Waterways DBW "), which has a security interest in the King Leases. C.Oyster Point Ventures, LLC ( "Developer") is the owner of certain property located in the City, commonly known as the Oyster Point Business Park ( "Business Park "), and adjacent to the Marina Property as shown on Exhibit A. Developer acquired the Business Park for the specific purpose of redeveloping the Business Park as a modern research and development life sciences campus with substantial public amenities. D.Developer has proposed the development of an office /research and development life sciences campus, commercial development (including retail, restaurants, and hotel uses), and substantial public amenities located on the Business Park and a portion of the Marina Property as shown on Exhibit B Project "). In furtherance of Project, Developer also acquired King Ventures' interests in the King Leases. In addition, the City and Agency have proposed additional public and private improvements on a separate portion of the Marina Property as shown on Exhibit B. E.The Parties anticipate that in addition to the Developer's acquisition of the King Leases, the Project will require one or more agreements with Developer to exchange interests in portions of the Marina Property ( "Conveyance Agreement "), a Disposition and Development Agreement or similar agreement ( "DDA ") to establish conveyance and financing terms for development of portions of the Marina Property, and a development agreements and various land use entitlements to govern development of Project components at the Business Park and portions of the Marina Property ( "City Approvals ") collectively, the "Developer Binding Agreements "). The Parties have agreed that the City and the Agency shall be the entities that negotiate and contract directly with Developer. 1613418.3 1 Harbor District Agreement (3- 24 -11) F.On May 27, 2009, the Parties entered into a Memorandum of Understanding ( "MOU ") as an expression of preliminary points of agreement among the Parties concerning development of the Project. This Agreement will supersede any points of agreement contained within the MOU. G.City, in conjunction with Agency, pursuant to the California Environmental Quality Act Section 21000 et seq. of the Public Resources Code, and the Guidelines set forth at 14 California Code of Regulations section 15000 et seq., "CEQA "), has prepared and circulated for public comment a Draft EIR to evaluate the potential environmental impacts of the proposed Project. No construction will be authorized until (i) City, in conjunction with Agency, has certified as adequate and approved a Final EIR; (ii) City has approved the land use entitlements required for the Project; and (iii) any agreements or regulatory permits required by any other applicable regulatory agencies have been obtained. The City, by Resolution No. 46- 2011 certified the Oyster Point Specific Plan Environmental Impact Report ( "EIR ") for the Project and all related improvements. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Section 1 Purpose and Effectiveness of this Agreement. This Agreement supersedes all of those preliminary points of agreement contained within the MOU. The Parties expressly acknowledge and agree that: (i) the terms and conditions set forth in this Agreement are subject to the approval of, or modification by, the governing bodies of City, Agency and District; and (ii) following approval of this Agreement by City, Agency and District, the Parties intend for the provisions contained within this Agreement to be self - executing upon occurrence of the required conditions precedent and will not require any further approval by the governing bodies of the City, Agency and District. Section 2 Agency Rights and Obligations. Any Agency rights and obligations under this Agreement will automatically be assigned to City in the event that Agency is terminated, or no longer has the ability to fulfill its obligations as set forth herein. Any assignment of rights and obligations pursuant to this Section does not require any further approval by the governing bodies of the City, Agency and District. Section 3 Term. The term of this Agreement (the "Term ") shall commence on the Effective Date, and shall terminate on November 11, 2026 , unless extended or earlier terminated as provided herein. Section 4 JPA Amendment. Upon point of conveyance of any portion of the Marina Property to Developer, Section 2 and Section 3 of the JPA, and those incorporated exhibits (Exhibit 1 and Exhibit 2), are hereby amended to remove from the terms of the JPA those conveyed portions of the Marina Property, as more particularly described in Exhibit C, attached hereto and incorporated by reference. Agency and District hereby consent to this amendment of the JPA, and no further approval by the governing bodies of the City, Agency and District is required. The timing of the property conveyance and JPA amendment shall occur pursuant to the provisions of the Disposition and Development Agreement between the Agency, City and the Developer. The remaining terms of the JPA will remain in full force and effect, unless otherwise amended pursuant to the terms of the JPA. Section 5 Lease Revenue. In the event the King Leases are conveyed to the City or Agency and thereafter terminated prior to District's payment of its existing debt obligations to DBW which as of the 1613418.3 2 Harbor District Agreement (3- 24 -11) Effective Date total $10,083,374.03, Agency will provide the District an annual amount not to exceed the amount of minimum rent (as defined in the King Leases), including inflation adjustments set forth in the King Leases, that District is already entitled to under the King Leases ( "King Lease Rent ") commencing after termination of the King Leases and continuing until the DBW debt service is retired which the parties agree is not later than December 31, 2019. Agency will prorate any funds provided to DBW if the King Leases are terminated during a portion of a year. For purposes of example only if the King Leases were terminated on February 28, 2011, the annual payment due to the District for minimum rent would equal 211.656, which is the same amount Developer presently pays for lease payments. Section 6 Marina Operations. 6.1 Dock Improvements. City (with funding provided by the Agency) or Agency will commit and pay funds for design, engineering, permitting and construction of: (1) up to two new docks at the Harbor District operated harbor adjacent to the Marina Property in an amount not to exceed Two Million Dollars ($2,000,000.00) with payment to be made within three years of the Effective Date, provided that District (i) satisfies the District's obligation in Section 6.2, (ii) provides City with evidence that any necessary regulatory permits for the new dock or docks have been obtained, and (iii) District provides evidence of and commits to commence and complete construction of the dock or docks within 18 months of the time the City /Agency provides the funds ; and (2) wave attenuaters as required pursuant to the agreement between the Army Corps of Engineers and the District in an amount not to exceed six hundred thousand dollars ($600,000) within one year of the Effective Date, provided that District (i) satisfies the District's obligations in Section 6.2, (ii) provides City with evidence that any necessary regulatory permits for the attenuaters have been obtained, and (iii) District provides evidence of and commits to have the contractor commence and complete construction of the attenuaters within 24 months of the time the City /Agency provides the funds. 6.2 District Capital Improvement and Management Plans for Harbor Operations. Prior to the Agency's obligation to pay funds for dock improvements as set forth in Section 6.1, District will provide the Agency and City with a draft capital improvement plan showing the new dock or docks and a management plan to increase berth occupancy and direct revenue, both of which documents shall be subject to review and approval by the City, which such approval shall not be unreasonably withheld. 6.3 Government Approvals. District is solely responsible for any permits, approvals and government entitlements required for dock improvements. Upon written request from the District, the City will waive fees for permits, approvals, and other entitlements required for dock improvements. Section 7 District Office Space. 7.1 Temporary Office Space. Upon City's receipt of Developer's request for conveyance of the property, the City and District will meet to discuss the District's temporary office space needs The City will endeavor to provide six (6) months notice to the District of actual conveyance. Upon actual conveyance of property and receipt of a written request from the District and assuming the Redevelopment Agency retains it current land holdings„ City /Agency will lease to District up to approximately 3,600 square feet of temporary office space in a property owned by the City /Agency until the earlier of termination of the JPA or at such time as the Permanent Office Space is available for occupancy. The rental rate for the temporary office lease space shall be one dollar per year. District shall take the leased space in its "as -is" condition and shall be responsible for all costs associated with obtaining permits for and constructing tenant 1613418.3 3 Harbor District Agreement (3- 24 -11) improvements within the space. District shall also pay all utility costs, maintenance costs, custodial services and applicable taxes for the temporary office lease space during the term of the lease. 7.2 Office /Commercial Space. Provided that the Phase IC Improvements have been completed, the City will lease to the District for one dollar per year an adequate amount of space in the area designated in Exhibit D to allow the District to sublease the property and construct up to 40,000 square feet of commercial harbor related uses as specified in the Oyster Point Specific Plan with an FAR based on a two story structure platform. The lease term shall terminate November 11, 2026, provided that the parties agree that the lease term may be extended by mutual consent if the District proposes a use that is consistent with the Oyster Point Specific Plan including the design guidelines therein and provided that the City and District agree on the revenue sharing for the lease revenues received after November 11, 2026. District or its sublessees shall be responsible for all costs associated with obtaining permits for and constructing the buildings and tenant improvements within the leased area. Any proposed use shall obtain any necessary land use entitlements from the City and any other regulatory agency with jurisdiction over the area. City agrees that if the Bay Conservation and Development Condition imposes a requirement for for replacement recreational /open space, City will agree that the new recreation /open space constructed as part of the Oyster Point Specific plan may be identified and used as replacement recreational /open space. District shall also pay all utility costs, maintenance costs, custodial services and applicable taxes for the permanent office lease space during the term of the lease. Section 8 City Consultation. For twenty -four (24) months following the Effective Date of this Agreement, City and Agency will consult with District regarding potentially extending the term of the JPA, and potentially amending the JPA to address the respective roles of the City and the District in operating the Marina Property; addition to or replacement of existing infrastructure; removal of outdated JPA provisions; the City's and District's respective obligations regarding providing services to the Marina Property, including police, fire, and landscaping; potential alternative energy projects at the Oyster Point Marina and /or potential revenue sharing from commercial properties to fund additional capital improvements. This provision does not obligate any Party to agree to any terms that may be discussed. Section 9 District Costs. Upons submission of an invoice with reasonable supporting information the Agency will reimburse the District for its actual and reasonable costs of negotiating this Agreement in an amount not to exceed $35,000.00. Section 10 Additional Debt by District. District will not incur any additional debt secured by any revenue generated by the Marina Property or the property itself without first obtaining express written consent from the City. Section 11 Marina Property Access. During the Term, District shall provide City, Agency and/or Developer access to the Marina Property and will cooperate with City, Agency and /or Developer to enable such parties or their representatives to obtain access to the Marina Property for the purpose of obtaining data and making tests necessary to investigate the condition of the Marina Property, provided that City, Agency and /or Developer comply with all safety rules and does not unreasonably interfere with the operations of any current tenants. City, Agency and /or Developer shall at all times keep the Marina Property free and clear of all liens and encumbrances affecting title to the Marina Property. Section 12 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified 1613418.3 4 Harbor District Agreement (3- 24 -11) below or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All such notices shall be sent by: i) personal delivery, in which case notice is effective upon delivery; or ii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service. City:City of South San Francisco 400 Grand Ave. South San Francisco, CA 94080 Attn: City Manager Phone: (650) 829 -6620 Facsimile: (650) 829 -6623 Agency:Redevelopment Agency of the City of South San Francisco 400 Grand Ave. South San Francisco, CA 94080 Attn: Executive Director Phone: (650) 829 -6620 Facsimile: (650) 829 -6623 with a copy to:Meyers Nave 575 Market Street, Suite 2600 San Francisco, CA 94105 Attn: Steven T. Mattas Phone: (415) 421 -3711 Facsimile: (415) 421 -3767 District:San Mateo County Harbor District 400 Oyster Point Blvd., Suite 300 South San Francisco, CA 94080 Attn: General Manager Phone: (650) 583 -4400 Facsimile: (650) 583 -4611 Section 13 Severability. If any term or provision of this Agreement or the application thereof shall, to any extent, be held to be invalid or unenforceable, such term or provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions of this Agreement or the application of such terms and provisions to circumstances other than those as to which it is held invalid or unenforceable unless an essential purpose of this Agreement would be defeated by loss of the invalid or unenforceable provision. Section 14 Entire Agreement; Amendments in Writing; Counterparts. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral and written, between the Parties with respect to such subject matter. This Agreement may be amended only by a written instrument executed by the 1613418.3 5 Harbor District Agreement (3- 24 -11) Parties or their successors in interest. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Section 15 Successors and Assigns; No Third -Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided however, that neither Party shall transfer or assign any of such Party's rights hereunder by operation of law or otherwise without the prior written consent of the other Party, and any such transfer or assignment without such consent shall be void. Subject to the immediately preceding sentence, this Agreement is not intended to benefit, and shall not run to the benefit of or be enforceable by, any other person or entity other than the Parties and their permitted successors and assigns. Section 16 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 17 Relationship of Parties. The Parties agree that nothing in this Agreement is intended to or shall be deemed or interpreted to create among them the relationship of buyer and seller, or of partners or joint venturers. Section 18 Captions. The captions used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions hereof. SIGNATURES ON THE NEXT PAGE 1613418.3 6 Harbor District Agreement (3- 24 -11) IN WITNESS WHEREOF, the Parties have executed this Memorandum of Understanding effective as of the date first written above. CITY AGENCY CITY OF SOUTH SAN FRANCISCO,REDEVELOPMENT AGENCY OF THE CITY OF a municipal corporation SOUTH SAN FRANCISCO, a public body, corporate and politic By: SrL. C L.By: Name: 5- 2, nit r,AG£.L Name: r'n' " N L- City Manger Executive Director ATTEST:ATTEST: By: `i By:4 CI °4 gen y reary APPROVED AS TO F4 M:APPROVED AS TO FORM: By:L_ L By: City Attorne Agency General Counse DISTRICT SAN MATEO COU RBOR DISTRICT, a political subdiv': on o 'e Sta - l Califomia By:i Name:etrt__ eQ General Manager ATTEST By: District Secretary APPRO.; AS TO FORM: w/ 41,6d ct Counsel 1613418.3 7 Harbor District Agreement (3- 24 -11) State of California County of San Mateo On March 25, 2011, before me, Don Jo Ocho , Notary Public personally appeared Barry M Nagel ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /fib authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. DONNA JO OCHOA 4111060. - Commission * 1907557 r N Public - CaliforniaWITNESSmyhandandofficialseal.Z San Mateo County 1"_ M Comm. Exfires Oct 9,201 4 Signature L Seal) Re: RE: Property Address or Name: F:\file cabinet\Donna's Stuff Notary\notary acknowledgement ines mendez (2).doc 3/25/2011 State of California County of San Mateo On March 25, 2011, before me, _Donna Jo Ochoa Notary Public personally appeared Barry M Nagel ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 4 ,.:., , DONNA JO OCHOA Commission # 1907557 WITNESS m hand and official seal.Notaryary Public - California z Y z \ San Mateo County 3 M Comm. Ex fires Oct 9, 2014 Signature Seal) Re: RE: Property Address or Name: F:\file cabinet\Donna's StutNotary \notary acknowledgement ines mendez (2).doc 3/25/2011 ACKNOWLEDGMENT State of CalOrnia County of t fh inufe On fA40r ZS + 201 before me, [/4900- V {! N o-tar Pv- insert name and title of the office personally appeared JkX rPf) tI Okeit i.3eitiarato and `,Pin 6. 2v'are.e who proved to me on the basis of satisfactory evidence to be the person(s) whose names) islare subscribed to the within instrument and acknowledged to me that4aisAeithey executed the same in hiisfrref/their authorized capacity(ies), and that by hic /hcf /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. DEBORAH NIXON4WITNESSmyhandandofficialseal.Commission # 1902122 Notary Public - California San Mateo County M Comm. Ex fires Se 26, 2014 Signature Seal) Exhibit List EXHIBIT A MAP OF THE PROPERTY 1613418.3 1613418.3 8 Harbor District Agreement (3- 24 -11) PARCEL ACREAGES LEGEND PARCEL LAND ACREAGE BUSINESS PARK PROPERTY LINE A 6.28± A -B 1.29± 1 B 2.89± BUSINESS PARK PROPERTY C 1.04± 1 LI D -1 1.18± OYSTER POINT D -2 2.81± BUSINESS 1 E 3.81± I PARK 7 ,/MARINA PROPERTY LINE E -1 1.96± PARCEL 1 1 E -2 2.12± E -3 0.09± Ip ,E -4 OYSTER ,RI I O I F 0.64± MARINA PROPERTY G 1.62±E - POINT L— _ _ 14Q BUSINESS G -1 0.62± 2I PARK G -2 0.13± oC: PARCEL 2 H 0.71± REMAINDER 21.23± J I a PARCEL\ U r - -- ---__ aa PARCEL E-4 ;OYSTER POINT I C d J BUSINESS PARK PARCEL 3 Q. -- - - -1 4"/PARCEL REMAINDER PARCEL 4 - PARCEL B E -3 l REMAINDER PARCEL "0- k REMAINDER PARCEL 9 REMAINDER PARCEL Cr,:2., G -1 REMAINDER PARCEL vcSPARCEL NA PARCEL F PARCEL I -9 PARCEL A PARCEL D -1 E -1 - ----- d PARCEL D -2 PARCEL S PARCEL A -B \PARCEL G ti P CELE -2 i 1 /_1'REMAINDER PARCEL I I _L.. - _ REMAINDER PARCEL 3 EXHIBIT A -1 EXHIBIT B 1613418.3 9 Harbor District Agreement (3- 24 -11) c.. --_. A. i r • r. - c.... 1 d . I N....N.1 i;CONCEPTUAL SITE PLAN FOR THE PUBLIC REALMilii'fyll,. • WITH PHASE ONE SSKS DEVELOPMENT s , Preparedfor the City of South San Franasco by ROMA Design Group 11 1 1 'L' J1 Ill,' 11 j di d FEBRUARY 22. 2011 1 J1 it i ir If 11-, rli 0 OYDER COVE MARINA j I 1 1 1 li Hi' Li/OYSTER POINT MARINA PLAZA I 1 TI I f I l 'I ' ' 1, -1 : I1- 7 . ' -/ r 1 ! 0 1 1 1•1',, i •IF_ , 1 i f Jt. 1 I 1 L II I'll n,,, Ilt.'it'112,:111,1xiL '_J' iii 7 j L f.i,111‘,1 Jti _, L SAN FRANCISCO BAY I PHASE2,3114 7 DEVELOPMENT AREA sn I ernassomewolura FAS7 YSIM II II VW SUMP I ' •i I I FERRY TERMINAL 1 AL-. T. 7:: 14 r•L-J1 , 1 1 l• ' ' f L 1 -- 1 1 111 ' 1 A J.__ I i A ...a BEACH CRESCENT PARK e. IP \ \1... AND e.:`--- 1 I 1- 1=1-- 1 1 1 lc.:r-7: r b I , 2 i t. . ,Ss ....•., ,. 1 1 oe:. H 1,.'7—.,IcrL..,,.. N -- ---:=.:"':.._- - /F7 - 173‘ litittatsisstazoistssi i IONDIAL 41 IF I -- 2-7 1 •N Tf I I Tr ', .... ... r TT ri . ,at • -- ,_.,...._-. . - 010 . ' I i 1 0. F.- ---w.,.. '..;:,;.' ' T I i....' • 'I% ' ‘.r - - 7 - 77 - 1 - '-I • - - \ r . ----- 114rtr; II' f 7 - '1. ,-1-11 ,4,..-i , i " - - - e ittl --- i ts , , -U-W____ — 0111L.11.1.J_L tom I 1 1 f3,144 i t. , 1,, 14 / • • • LT i 1 1 :FIJTURE HOTEL DEVELOPMENT SITE IIB ,ii..,i 4114, r-'—i i r ftEcabi ICE / RAO CAMPUS tr PHASE 11 ri ,I i I I •••••It ' 411....i T,41141 ' : - • 1 6 • 1..--_, . ',' ,, ., 0 • 1 °, No if 0 0 * fra4 vo, e e*, N EXHIBIT C 1613418.3 10 Harbor District Agreement (3- 24 -11) c LEGEND r j DEVELOPER PROPERTY LINE pz OYS OYSTER POINT DEVELOPER PROPERTY - 42.0± AC POINC TER I EXCLUDING STREETS) BUSINESS R i PARCEL 1 I y (PARCEL 2 CITY PROPERTY LINE 16.5± AC 0 3.3± AC S - I P.O.B. PARCEL 3 2.4t , CITY PROPERTY 29.5± AC AC Ir r TOTAL 71.5± AC L _ _OYSTER 1POINTr S - \B ` 2 1 PARCEL 3 AC \ r 4.3±AC 1C' CONVEYED \ O` \ PROPERTY s• \ A.,;:',1. ore-‘0;?; ___I j 4.0± AC PARCEL 2 J4t p,J ti^- OYSTER POINT BL D!c 27/ G _j ,,\ S -1 f_gt_c _1.1 1 — — — — — MARINA BLVD. , -- - - - - -ARCELP F CONVEYED 1 1-9 PROPERTY PARCEL G PARCEL 1 PARCEL 4B y tiS.1± AC 0.4t AC ito.Ot AC I PARCEL 4A 3.2± AC Q L '1— ti. i S 1 EXHIBIT A -2 i 1H i 8 t i t k. .. r ' i) • r CONCEPTUAL SITE PLAN FOR THE PUBLIC REALM1i1 \.WITH PHASE ONE SSKS DEVELOPMENT b slPPF cit of Saud s.. FmNrm, by ROAM D„Yra Crapr to R ") I1 : 1 "I rvstu. R% St. .:n, r • Y li 1 ' a V i •.. //'1 OYSIMPOMf MASINANAZA Ili 7 , 1 Y 1 ! +1 C;1] im c . _r+. , • 1 v . 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J r I r--16,.., Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 1 IMPLEMENTATION AGREEMENT BY AND BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE SAN MATEO COUNTY HARBOR DISTRICT RELATED TO THE 2011 AGREEMENT BY AND AMONG THE CITY, DISTRICT, AND THE CITY’S FORMER REDEVELOPMENT AGENCY This agreement, dated and made effective as of August ___, 2017 (the “Effective Date”), is entered into by and between the City of South San Francisco, a municipal corporation (“City”), and the San Mateo County Harbor District, a political subdivision of the State of California (“District”) and is hereinafter referred to as “AGREEMENT”. City and District are hereinafter collectively referred to as the “Parties,” and sometimes individually as “Party.” RECITALS A. Whereas, City is the owner of certain real property located in the City and commonly known as the Oyster Point Marina (“Marina Property”), as shown on Exhibit 1 attached hereto. City and District have entered into a Joint Powers Agreement, dated July 6, 1977, related to the development, operations, and maintenance of the Marina Property pursuant to Government Code section 6500 et seq. (“JPA”). B. Whereas, District entered into certain long-term leases with King Ventures for certain portions of the Marina Property (“King Leases”), as shown generally on Exhibit 2. The King Leases were subsequently acquired by Oyster Point Development, LLC (“Developer”) pursuant to an assignment from the previous developer Oyster Point Ventures, LLC. C. Whereas, pursuant to the terms of the Disposition and Development Agreement by and among the City, the Redevelopment Agency of South San Francisco (‘Redevelopment Agency”) and Oyster Point Ventures, LLC, dated March 23, 2011 (“DDA”), portions of the Marina Property (“Conveyed Property”) as shown in Exhibit C to the 2011 Agreement are to be conveyed by the City to the Developer and the Developer's interest in some of the King Leases are to be conveyed from Developer to City and others related to the Conveyed Property are to be extinguished. D. Whereas, on March 25, 2011, the Parties and the Redevelopment Agency entered into an agreement (“2011 Agreement”) which formalized and superseded the points of agreement contained within a 2009 Memorandum of Understanding between the Parties and set forth the Parties and Redevelopment Agency’s rights and obligations related to implementation of the DDA and amendment to JPA related to Conveyed Property. E. Whereas Recitals D and E and Exhibit B to the 2011 Agreement provides that development of the Marina Property including the Conveyed Property will include in specified locations office/research and development life science campus, commercial development (including retail, restaurants and hotel uses) and public amenities including specifically public recreational uses and a hotel on property easterly of the Conveyed Property. F. Whereas, pursuant to Sections 6.1 and 6.2 of the 2011 Agreement, the District provided to the City a Capital Improvement and Management Plan and the Redevelo pment Agency and City paid the District $2,600,000 for dock improvements and wave attenuators which the District has installed at Oyster Point Marina. Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 2 G. Whereas, pursuant to Section 9 of the 2011 Agreement, the Redevelopment Agency agreed to pay and did pay the District $31,173.17 to reimburse District costs incurred in negotiating the 2011 Agreement. H. Whereas, the District has informed the City that the District has paid off the debt owed to the California Department of Boating and Waterways as referenced in Recital B and Section 5 of the 2011 Agreement. I. Whereas, pursuant to Section 4 of the 2011 Agreement, upon conveyance of the Conveyed Property, and without further action by the City and District, the Conveyed Property will be automatically removed from property covered and subject to the JPA and all rights and obligations of the Parties set forth in the JPA related to Conveyed Property will terminate. J. Whereas, Developer is proceeding with construction authorized in the DDA and referred in Recital E of the 2011 Agreement and the Parties desire to enter into this Agreement to implement the 2011 Agreement in furtherance of construction of the Phase IC, ID and IIC on the Marina Property including the Conveyed Property. K. Whereas the Marina Property includes property on which improvements will be made as part of construction of Phases IC, ID and IIC. L. Whereas, the King Leases provide for the installation, maintenance and repair of fueling facilities in and adjacent to the area identified as parcels E-3 and E-4 on Exhibit 2 and whereas the facilities were installed and operated by the various lessees and sub -lessees of the King Leases and are in need of repair. M. Whereas, the Parties desire to enter into this Agreement to implement the improvements referenced in the 2011 Agreement and to confirm that the recreation parcel and the hotel parcel portions of the Marina Property will be removed from the property covered by the JPA and that as a result of that removal the District’s rights and obligations including specifically the obligation for maintenance for those properties will terminate upon conveyance of the Conveyed Property to the Developer. N. Whereas, the District desires to retain access to and usage of the fueling system on the dock and the related fuel lines and fuel tanks on the Marina Property and desires to have a license agreement providing such access and usage rights for portion of the fueling system that is not now or subsequently authorized by the JPA. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Section 1 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date, and shall terminate on November 11, 2026, as provided in the 2011 Agreement and the JPA, unless extended or earlier terminated by mutual consent of the Parties. Section 2 Termination of E, E-1, E-2, E-3 and E-4 Parcel King Leases. The District will consent to a request by Developer and City to assign all existing King Leases pertaining to Parcels E, E-1, E-2, E-3, and E-4 to the City. Upon the close of escrow for conveyance of the Conveyed Properties from the City to Developer, any and all existing King Leases pertaining to Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 3 Parcels E, E-1, E-2, E-3 and E-4, or portions thereof, shall be terminated and shall be of no further force and effect. Section 3 Removal of land subject to the JPA Obligations. Upon close of escrow for the conveyance of the Conveyed Properties from the City to Developer pursuant to the DDA, Section 2 and Section 3 of the JPA, and those incorporated exhibits (JPA Exhibits 1 and 2) are hereby amended to remove from the terms of the JPA the land designated in Exhibit 3 and the rights and obligations set forth in the JPA shall no longer apply to land designated in Exhibit 3. Section 4 Access to Marina Property during and for Construction of Phase IC and Phase IIC Improvements. District and City agree that City, Developer and their contractors shall have access to the Marina Property under the control of District during construction of the Phase IC and Phase IIC improvements set forth in the DDA. The Phase IC and Phase IIC improvements are shown on Exhibit 4 attached hereto. City agrees that it shall require any contractors retained by the Developer or the City (either on behalf of the City or on behalf of the Successor Agency) to maintain at all times vehicular and pedestrian access routes to District - related operations (including but not limited to docks, fueling facilities, boat ramps, parking lots, bathrooms, ferry terminal, harbor master’s office and the yacht club). District agrees that Developer, City or their contractor may install fences and restrict access to construction areas necessary to construct the Phase IC and IIC improvements. City shall require that Developer or City contractors shall defend, indemnify and hold harmless the City, Successor Agency and District and their officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of contractor or its employees, subcontractors, or agents. The foregoing obligation of the contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City, Successor Agency, District or their officers, employees, or agents and (2) the actions of contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Section 5 Fueling Infrastructure Operations and License. In addition to the rights conferred to District in the JPA to maintain and operate a fueling service for users of the Oyster Point Marina, City agrees to grant District a non-exclusive license for the land shown in Exhibit 5 (“License Area“), for a term not to exceed to the term of the JPA (current or as amended), to continue to operate and maintain the fuel utility lines, fuel tanks with up to 20,000 gallon capacity (which are currently constructed as two underground tanks), fueling docks, and fueling station, as well as any other related facilities or improvements appurtenant to the fueling service at the marina (collectively, “Fueling Infrastructure”). The City further agrees that as part of this license, the City will cooperate with District to allow District and its fuel suppliers and fuel system contractors access across City roads and parking lots to the extent necessary for District to continue to maintain and operate the Fueling Infrastructure. Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 4 Subject to the Districts' rights set forth in Section 6, the District shall operate, or cause to be operated, the Fueling Infrastructure (existing and as repaired or replaced pursuant to Section 6 below) for the term of the JPA. District shall at District’s sole cost, operate and maintain the Fueling Infrastructure (as repaired or replaced pursuant to Section 6 below) in accordance with all government permits and federal, state, and local laws and regulations. District shall also hold harmless, defend and indemnify City for claims or damage that arise from District’s maintenance and operation of the Fueling Infrastructure. Nothing herein prevents the District from temporarily or permanently ceasing operating the Fueling Infrastructure existing as of the Effective Date as deemed necessary by the District in its sole discretion to comply with any regulatory requirements, or unanticipated circumstances affecting the condition of the Fueling Infrastructure, or as necessary to accomplish the Improvements described in Section 6 of this Agreement. Section 6 Fuel Dock and Fuel Line Repair. In order to facilitate the continued provision of fueling services at Oyster Point Marina and only if the Oyster Point area community facilities district (“OPCFD”) referenced herein is established and the necessary funds have been paid to the City from the OPCFD, the City shall provide the District with the necessary funding so that the District can commence and complete the repair and replacement of the Fueling Infrastructure, and any necessary remediation required by such repair and replacement, consistent with proposed improvements set forth in Exhibit 6 (the “Improvements”). The Improvements are contemplated to be completed in two phases, the Initial Improvements and the Land Side Improvements as set forth and defined in Exhibit 6. The maximum amount of funding the City will provide to the District for design and construction of the Improvements, with all such funding originating exclusively from the OPCFD, shall not exceed the total amount collected by the OPCFD for facilities purposes, less administrative costs This not to exceed amount is $2,500,000, subject to a two (2) percent annual increase for each calendar year commencing in 2019. A. To fund the Improvements, the City intends to form the OPCFD. The City agrees to take all actions necessary and within its reasonable control to consider formation of the OPCFD not later than April 30, 2018. If the OPCFD is formed later than April 30, 2018, (1) the dates for funding and performing the Improvements set forth in sub-paragraphs B and C, below, will be extended by the same amount of time as delay in formation of the OPCFD, and (2) the parties will meet and confer to establish the exact schedule for funding and performing the Improvements, with the District ultimately retaining all rights set forth in sub-paragraph D. B. Following and only upon formation of the OPCFD, the City will provide the District with the necessary funding to enable the District to design, commence and complete the Initial Improvements. If the OPCFD is formed, the City will provide funding for the District to complete the design and engineering phase of the Initial Improvements no later than December 31, 2018. The total amount payable for the design and engineering phase of the Initial Improvements is estimated at $75,000. If the OPCFD is formed, the City will provide funding for the District to complete the construction phase of the Initial Improvements no later than December 31 2020. The total amount payable for the construction phase of the Initial Improvements is estimated at $1,175,000. The City will only provide funding for the District to complete the Initial Improvements in the total not to exceed amount of $1,250.000, subject to a Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 5 two (2) percent annual increase for each calendar year commencing in 2019 until the Initial Improvements are complete consistent with the completion deadlines set forth herein. In the event that actual costs for the Initial Improvements exceed the amount the City is obligated to fund pursuant to the previous sentence, the parties agree to meet to consider any reasonable request by the District to allocate costs from the Landside Improvements funding set forth in sub-paragraph C to the Initial Improvements, so long as the City's total funding obligation for the Improvements is not increased beyond the $2,500,000 (as adjusted) described in the first paragraph of this Section 6. Assuming that the City provides funding pursuant to the schedule set in this sub-paragraph B, the District will make best efforts to ensure that the Initial Improvements are complete no later than December 31, 2020. Nothing herein prevents the District from completing the Initial Improvements prior to the City providing funding, subject to reimbursement by the City, up to the not-to-exceed amounts set forth in this sub-paragraph. If the Initial Improvements are not complete by December 31, 2020, the parties will meet and confer in good faith regarding the continued operation of the Fueling Infrastructure and the related obligations of one or both parties. C. Following and only upon formation of the OPCFD, the City will provide the District with the necessary funding to enable the District to design, commence and complete the Landside Improvements. If the OPCFD is formed, the City will provide funding according to a schedule that will allow the District to complete the Landside Improvements no later than December 31 , 2025. The parties will meet and confer as to the exact schedule for funding and performing the Landside Improvements. Assuming that the City provides funding pursuant to the schedule agreed to by the parties, the District will complete the Landside Improvements no later than December 31, 2025, unless otherwise agreed to by the parties. The total amount payable for the Landside Improvements shall not exceed the total not-to exceed amount specified in the first paragraph of this Section 6, less amounts already paid by the City for the Initial Improvements. Nothing herein prevents the District from completing the Landside Improvements prior to the City providing funding, subject to reimbursement by the City, up to the not -to-exceed amount set forth in this sub-paragraph. D. In the event that the OPCFD is not established by April 30, 2018, the parties agree to meet and confer in good faith regarding the continued operation of the Fueling Infrastructure and the related obligations of one or both parties, in particular if necessary to make minor schedule adjustments as contemplated in sub-paragraph A. The City and District further agree that if the parties are unable to agree to mutually acceptable terms related to continued operation of the Fueling Infrastructure and the related obligations of one or both parties, the District may elect, at its sole discretion, and upon written notice to the City, the following: i. The District may cease operation and maintenance of the Fueling Infrastructure and will have no further obligations to do so. ii. The City will assume sole and complete responsibility for the operation and maintenance of the Fueling Infrastructure. The City may choose to operate and maintain the Fueling Infrastructure, but is under no obligation to do so and may instead choose to take whatever action it deems appropriate to limit and/or cease operation and maintenance of the Fueling Infrastructure, as consistent with applicable law. The District will cooperate with any Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 6 such action taken by the City, provided that the parties will meet and confer to minimize the impact of any City action on District operations. Whether or not it operates and maintains the Fueling Infrastructure, the City will be solely responsible for compliance with all government permits and federal, state, and local laws and regulations associated with the Fueling Infrastructure, including without limitation compliance with state law related to the continued operation or decommissioning of the underground fuel tanks and fuel lines. The City shall hold harmless, defend and indemnify the District for claims or damages that arise from City’s maintenance and operation (or non-operation and non-maintenance) of the Fueling Infrastructure after the effective date of this Implementation Agreement. iii. The City will have no obligations to provide funding to the District for the Improvements as set forth in this Agreement and the District will have no obligations to complete the Improvements as set forth in this Agreement. E. The City will reimburse the District $90,000 to be used for repairs that the City and District agree are necessary for operation of the current fueling infrastructure system. This reimbursement obligation terminates upon commencement of construction of the new fuel dock. Section 7 Reimbursement of District Costs. Upon submission of an invoice with reasonable supporting information, City agrees to reimburse the District for its actual and reasonable costs of negotiating this Agreement in an amount not to exceed $35,000. Section 8 2011 Agreement. Except as stated herein, the 2011 Agreement remains in force and effective between the Parties and the Successor Agency to former Redevelopment Agency. Section 9 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; or (ii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service. City: City of South San Francisco 400 Grand Ave. South San Francisco, CA 94080 Attn: City Manager Phone: (650) 877-8501 Facsimile: (650) 829-6623 Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 7 with a copy to: Meyers Nave 555 12th Street, Suite 1500 Oakland, CA 94607 Attn: South San Francisco City Attorney Phone: (510) 808-2000 Facsimile: (510) 444-1108 District: San Mateo County Harbor District 504 Avenue Alhambra, 2nd Floor El Granada, CA 94018 Attn: General Manager Phone: (650) 583-4400 Facsimile: (650) 583-4611 Section 9 Severability. If any term or provision of this Agreement or the application thereof shall, to any extent, be held to be invalid or unenforceable, such term or provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions of this Agreement or the application of such terms and provisions to circumstances other than those as to which it is held invalid or unenforceable unless an essential purpose of this Agreement would be defeated by loss of the invalid or unenforceable provision. Section 10 Entire Agreement; Amendments in Writing; Counterparts. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral and written, between the Parties with respect to such subject matter. This Agreement may be amended only by a written instrument executed by the Parties or their successors in interest. This Agreement may be executed in multiple counterparts, each of which shall be an original and al l of which together shall constitute one agreement. Section 11 Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided however, that except as authorized herein neither Party shall transfer or assign any of such Party’s rights hereunder by operation of law or otherwise without the prior written consent of the other Party, and any such transfer or assignment without such consent shall be void. Subject to the immediately preceding sentence, this Agreement is not intended to benefit, and shall not run to the benefit of or be enforceable by, any other person or entity other than the Parties and their permitted successors and assigns. Section 12 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 13 Relationship of Parties. The Parties agree that nothing in this Agreement is intended to or shall be deemed or interpreted to create among them the relationship of buyer and seller, or of partners or joint venturers. Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 8 Section 14 Captions. The captions used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions hereof. SIGNATURES ON THE NEXT PAGE Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 9 IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the date first written above. CITY CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: _____________________________ Name: _____________________________ City Manager ATTEST: By: _____________________________ City Clerk APPROVED AS TO FORM: By: _____________________________ City Attorney DISTRICT SAN MATEO COUNTY HARBOR DISTRICT, a political subdivision of the State of California By: _____________________________ Name: _____________________________ General Manager ATTEST: By: _____________________________ District Secretary APPROVED AS TO FORM: By: _____________________________ District Counsel Exhibit List Exhibit 1 – Map showing Marina Property Exhibit 2 – King Leases Exhibit 3 – Additional Property to be Removed from JPA Exhibit 4 – Phase IC and Phase IIC Improvements Exhibit 5 – License Area Exhibit 6 – Conceptual Scope of Improvements Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 10 EXHIBIT 1 Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 11 EXHIBIT 2 Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 12 EXHIBIT 3 Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 13 Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 14 EXHIBIT 4 Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 15 EXHIBIT 5 (License Area – to be inserted) Attachment B 2841833.1 City and Harbor District Agreement (July 2017)—City 7/27/17) 13664792.1 16 EXHIBIT 6 (Conceptual Scope of Improvements) Described below are potential Initial Improvements and Landside Improvements as referenced in the agreement and the Anchor Report, dated May 26, 2017.. Initial Improvements 1. Potential minor repairs include: - Replace deck on existing fuel dock (if appropriate) - Repairing broken cleats and loose rub rails on existing fuel dock - Relocate/secure electrical utility wire/conduit on existing fuel dock - Replace/repair approach structure girders - Replace/repair gangway walking surface 2. Fuel dock and on-dock utilities replacement Landside Improvements Fuel system replacement in conformance with current codes and regulations. Components of the system includes: - Double-walled underground fuel tank(s) - Double-walled pipes - Sump vaults - Fuel pumps Dispensers 2841833.1