Loading...
HomeMy WebLinkAboutOB Reso 02-2015 RESOLUTION NO. 02-2015 OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO A REVENUE SHARING AGREEMENT FOR COMMERCIAL SPACE AT 636 EL CAMINO REAL WITH THE CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, SOUTH SAN FRANCISCO UNIFIED SCHOOL DISTRICT, SAN MATEO COUNTY COMMUNITY COLLEGE DISTRICT, SAN MATEO COUNTY FLOOD CONTROL DISTRICT COLMA CREEK FLOOD CONTROL ZONE,WILLOW GARDENS PARKS AND PARFKWAYS MAINTENANCE DISTRICT, SAN MATEO COUNTY RESOURCE CONSERVATION DISTRICT, BAY AREA AIR QUALITY MANAGEMENT DISTRICT AND SAN MATEO COUNTY HARBOR DISTRICT WHEREAS, In March 2011 the former Redevelopment Agency of the City of South San Francisco ("RDA"), ground-leased certain real property to the Mid-Peninsula Housing Coalition ("MPHC")and provided a loan,using its housing and non-housing funds,to MPHC for the purpose of development of a mixed-use affordable housing project to be located at 636 El Camino Real in the City of South San Francisco. Substantially concurrently therewith, pursuant to a Master Lease Agreement the RDA leased back from MPHC a portion of the property to be developed as commercial retail space and associated parking, for a term of 75 years. WHEREAS,Pursuant to the Master Lease Agreement,MPHC agreed to pay a one-time sum to the RDA to be used for commercial tenant improvements, and the RDA agreed to make tenant improvements for its subtenants. WHEREAS,The California Legislature enacted ABx1-26,effective as of June 30,2011,as interpreted and modified on December 29, 2011 by the California Supreme Court in California Redevelopment Association v.Matosantos. Pursuant thereto,the RDA was dissolved effective as of February 1,2012. Successor agencies to redevelopment agencies were charged with administering redevelopment activities and winding down redevelopment for the benefit of holders of enforceable obligations and the taxing entities that would receive certain real property tax increment formerly paid to redevelopment agencies. The actions of successor agencies were to be overseen by local "oversight boards"established by ABx1-26,with additional review and approval authority residing in the California Department of Finance ("DOF"). WHEREAS, On January 25, 2012,pursuant to Resolution No. 8-2012,the City Council of the City elected to serve as Successor Agency to the RDA and to retain the housing assets and functions of the RDA in its capacity as housing successor. WHEREAS,On July 27,2012,the California Legislature enacted AB 1484,which modified ABx1-26 by, among other things, clarifying that a redevelopment successor agency is a separate public entity from the public agency that provides for its governance. ABx1-26 and AB 1484 are referred to collectively herein as the "Redevelopment Dissolution Law." WHEREAS, Accordingly, on July 25, 2012, pursuant to Resolution No. 06-2012, the Successor Agency affirmed that it is a separate public entity from the City and provided for its governance. WHEREAS, On August 31, 2012, pursuant to the Redevelopment Dissolution Law, DOF determined that the land leased to MPHC and the loan made to MPHC by the RDA were housing assets and authorized their transfer to the City as housing successor to the RDA. WHEREAS, In September 2012 MPHC completed construction of a 109-unit affordable housing development,with approximately 5,700 square feet of unimproved commercial space and associated parking, at 636 El Camino Real (the "Development"). WHEREAS,Because the Development contains approximately 5,160 square feet of retail space, it is subject to Health and Safety Code Section 34176(f), enacted as part of the Redevelopment Dissolution Law,which provides as follows: "If a development includes both low- and moderate-income housing that meets the definition of a housing asset under subdivision(e)and other types of property use, including,but not limited to, commercial use, governmental use,open space,and parks,the oversight board shall consider the overall value to the community as well as the benefit to taxing entities of keeping the entire development intact or dividing the title and control over the property between the housing successor and the successor agency or other public or private agencies. The disposition of those assets may be accomplished by a revenue-sharing arrangement as approved by the oversight board on behalf of the affected taxing entities." WHEREAS,On April 16,2013,the Oversight Board for the Successor Agency reviewed the Development at a public meeting. Pursuant to OB Resolution No. 12-2013, the Oversight Board approved the assignment of the Commercial Portion of the Master Lease Agreement from the Successor Agency to the City, which administers the housing portion of the Master Lease Agreement. The Oversight Board found that the City held title to the entire property as housing successor to the RDA, and that such assignment would facilitate the construction of tenant improvements for the three commercial tenant spaces and the collection of rents therefor and benefit the taxing entities. The Oversight Board also directed staff to present terms for a revenue-sharing arrangement with the taxing entities, which terms have been presented to and approved by the Oversight Board. WHEREAS, Two of the three spaces in the Commercial Portion of the Development have been improved by the City as housing successor, using funds from MPHC pursuant to the Master Lease Agreement and have been subleased to subtenants. Funds for the final tenant improvements have been approved by the Oversight Board and DOF as enforceable obligations on the Recognized Obligations Payment Schedule("ROPS")14-15B and future ROPS until those tenant improvements have been completed. WHEREAS, The Parties desire to enter into this Agreement in order to comply with the Redevelopment Dissolution Law and, specifically, Health and Safety Code Section 34176(f). NOW,THEREFORE,the Oversight Board to the former Redevelopment Agency of the City of South San Francisco does hereby resolve as follows: 1.The Recitals set forth above are true and correct,and are incorporated herein by reference. 2. The Agreement, substantially in the form attached hereto, is hereby approved, and the Executive Director or his designee is hereby authorized to execute it on behalf of the Successor Agency; to make revisions to the Agreement, with review and approval by the Agency Counsel, which do not materially or substantially increase the Agency's obligations thereunder; to sign all documents; to make all approvals and take all actions necessary or appropriate to carry out and implement the intent of this Resolution. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of South San Francisco at a regular meeting held on the 20`"day of January, 2015 by the following vote: AYES: Boardmembers Addie¢o Christensen Scannell Gross Chairperson Cullen NOES: None. ABSTAIN: None. ABSENT: Boardmember Farrales Vice Chairperson Ernsberger ATTES . sta inelli, Cler Over i t Board fort ccessor Ag cy to the South San Francisco Redevelopment Agency REVENUE-SHARING AGREEMENT PURSUANT TO HEALTH AND SAFETY CODE SECTION 34176(f) REGARDING COMMERCIAL SPACE AT 636 EL CAMINO REAL, SOUTH SAN FRANCISCO, CALIFORNIA This Revenue-Sharing Agreement ("Agreement"), dated for reference purposes as of 2015 ("Effective Date"), is entered into by and among the City of South San Francisco ("City"), Successor Agency to the Redevelopment Agency of the City of South San Francisco (Successor Agency"), the County of San Mateo, South San Francisco Unified School District, San Mateo County Community College District, San Mateo County Flood Control District Colma Creek Flood Control Zone, Willow Gardens Parks and Parkways Maintenance District, San Mateo County Resource Conservation District, Bay Area Air Quality Management District and San Mateo County Harbor District on the basis of the following facts, -understandings, and intentions of the aforementioned "Parties": RECITALS A. In March 2011 the former Redevelopment Agency of the City of South San Francisco ("RDA"), ground-leased certain real property to the Mid-Peninsula Housing Coalition ("MPHC") and provided a loan, using its housing and non-housing funds, to MPHC for the purpose of development of a mixed-use affordable housing project to be located at 636 El Camino Real in the City of South San Francisco. Substantially concurrently therewith, pursuant to a Master Lease Agreement the RDA leased back from MPHC a portion of the property to be developed as commercial retail space and associated parking, for a term of 75 years. B. Pursuant to the Master Lease Agreement, MPHC agreed to pay a one-time sum to the RDA to be used for commercial tenant improvements, and the RDA agreed to make tenant improvements for its subtenants. C. The California Legislature enacted ABxl-26, effective as of June 30, 2011, as interpreted and modified on December 29, 2011 by the California Supreme Court in California Redevelopment,4sso,ciation v. Matosantos, Pursuant thereto, the RDA was dissolved effective as of February 1, 2012. Successor agencies to redevelopment agencies were charged with administering redevelopment activities and winding down redevelopment for the benefit of holders of enforceable obligations and the taxing entities that would receive certain real property tax increment formerly paid to redevelopment agencies. The actions of successor agencies were to be overseen by local "oversight boards" established by ABx 1-26, with additional review and approval authority residing in the California Department of Finance ("DOF"), D. On January 25, 2012,pursuant to Resolution No. 8-2012, the City Council of the City elected to serve as Successor Agency to the RDA and to retain the housing assets and functions of the RDA in its capacity as housing successor. P4 E. On July 27, 2012, the California Legislature enacted AB 1484, which modified ABx 1-26 by, among other things, clarifying that a redevelopment successor agency is a separate public entity from the public agency that provides for its governance. ABxI-26 and AB 1484 are referred to collectively herein as the "Redevelopment Dissolution Law." F. Accordingly, on July 25, 2012, pursuant to Resolution No. _, the Successor Agency affirmed that it is a separate public entity from the City and provided for its governance. G. On August 31, 2012, pursuant to the Redevelopment Dissolution Law, DOF deten-nined that the land leased to MPHC and the loan made to MPHC by the RDA were housing assets and authorized their transfer to the City as housing successor to the RDA. H. In September 2012 MPHC completed construction of a 1.09-unit affordable housing development, with approximately 5,700 square feet of unimproved commercial space and associated parking, at 636 El Camino Real (the "Development"). 1. Because the Development contains approximately 5,160 square feet of retail space, it is subject to Health and Safety Code Section 34176 ft enacted as part of the Redevelopment Dissolution Law, which provides as follows, "If a development includes both low- and moderate-income housing that meets the definition of a housing asset under subdivision (e) and other types of property use, including,but not limited to, commercial use, governmental use, open space, and parks, the oversight board shall consider the overall value to the community as well as the benefit to taxing entities of keeping the entire development intact or dividing the title and control over the property between the housing successor and the successor agency or other public or private agencies. The disposition of those assets may be accomplished by a revenue-sharing arrangement as approved by the oversight board on behalf of the affected taxing entities." J. On April 16, 2013, the Oversight Board for the Successor Agency reviewed the Development at a public meeting. Pursuant to OB Resolution No. 12-2013, the Oversight Board approved the assignment of the Commercial Portion of the Master Lease Agreement from the Successor Agency to the City, which administers the housing portion of the Master Lease Agreement. The Oversight Board found that the City held title to the entire property as housing successor to the RDA, and that such assignment would facilitate the construction of tenant improvements for the three commercial tenant spaces and the collection of rents therefor and benefit the taxing entities, The Oversight Board also directed staff to present terms for a revenue-sharing arrangement with the taxing entities, which teens have been presented to and approved by the Oversight Board. K. Two of the three spaces in the Commercial Portion of the Development have been improved by the City as housing successor, using funds from MPHC pursuant to the Master Lease Agreement and have been subleased to subtenants. Funds for the final tenant improvements have been approved by the Oversight Board and DOF as enforceable obligations on the Recognized Obligations Payment Schedule ("RORS")14-1513 and future ROPS until those tenant improvements have been completed. P5 L. The Parties desire to enter into this Agreement in order to comply with the Redevelopment Dissolution Law and, specifically, Health and Safety Code Section 34176(f). NOW, THEREFORE, the Parties agree as follows: Section 1. Definitions. The following definitions shall apply in this Agreement: (a) "Agreement" means this Revenue-Sharing Agreement pursuant To Health and Safety Code Section 34176(f), as may be amended from time to time. (b) "Auditor-Controller" means the San,Mateo County Auditor-Controller. (c) "City" means the City of South San Francisco, whether acting in its own capacity or as housing successor to the RDA pursuant to Health and Safety Code Section 34176, (d) "Commercial Portion" means the three (3) retail spaces and associated parking at the Development. (e) "Development" means the mixed-use development located at 636 El Camino Real in South San Francisco. (0 "DOF" means the California Department of Finance. (g) "Effective Date" has the meaning given in the Preamble. (h) "Fiscal Year" means the fiscal year of the City in effect from time to time. The current Fiscal Year period of the City commences on July I of each calendar year and ends on the following June 30, (i) "Gross Revenue" means all revenue, income, receipts and other consideration actually received by City from the operation and leasing of the Commercial Portion. Gross Revenue shall include,but not be limited to: all rents, fees and charges paid by Commercial Portion subtenants; deposits forfeited by Commercial Portion subtenants; all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements with Commercial Portion subtenants; any release of funds from replacement or other reserve accounts by City other than for costs associated with the Commercial Portion. Gross Revenue shall not include subtenant security deposits, loan proceeds, capital contributions or similar advances made by the City. 0) "Net Revenue" means Gross Revenue minus Operating Expenses and reserves. (k) "Operating Expenses" means the following costs reasonably and actually incurred for the operation and maintenance of the Commercial Portion: lease payments to MPHC; property taxes and assessments; property management fees and reimbursements in accordance with industry standards for similar commercial projects; premiums for property damage and liability insurance related to the Commercial Portion; utility service costs not paid for directly or indirectly by subtenants; maintenance and repair costs; fees for licenses and P6 permits required for operation of the Commercial Portion; organizational costs and costs associated with accounting and legal fees of City incurred in the ordinary course of business; expenses for security services; advertising and marketing costs; commercial broker commissions; payment of deductibles in connection with casualty insurance claims not paid from reserves; subtenant services; the amount of uninsured losses actually replaced, repaired or restored and not paid from reserves; cash deposits into reserves for capital replacements in an amount no more than Twenty Thousand Dollars ($20,000) per year or such greater amount as reasonably required by MPHC or as required by a physical needs assessment prepared by a third party; cash deposits into operating/vacancy reserves in an amount reasonably determined by the City, but only if the accumulated operating reserve does not exceed four(4) months' projected operating expenses for the Commercial Portion; and other ordinary and reasonable operating expenses. (1) ""Oversight Board" means the Successor Agency's oversight board established and acting in accordance with the Redevelopment Dissolution Law. (m) "Parties" means all of the parties to this Agreement as set forth in the opening paragraph of this Agreement. "Party" means one of the Parties individually. (n) "RDA"means the former Redevelopment Agency of the City of South San Francisco. (o) "Redevelopment Dissolution Law" means collectively ABxl 26 enacted in June 2011 and AB 1484 enacted in June 2012. (p) "Successor Agency" means the Successor Agency of the Redevelopment Agency of the City of South San Francisco." (q) "Taxing Entities" means, collectively, the following entities that comprise affected taxing entities for purposes of the Redevelopment Dissolution Law: the County of San Mateo, the City of South San Francisco, South San Francisco Unified School District, San Mateo County Community College District, San Mateo County Flood Control District Colma Creek Flood Control Zone, Willow Gardens Parks and Parkways Maintenance District, San Mateo County Resource Conservation district, Bay Area Air Quality Management District and San Mateo County Harbor District. "Taxing Entities" shall also mean and include ERAF if and to the extent the Auditor-Controller determines that ERAF is entitled to a distribution of compensation pursuant to the provisions of Health and Safety Code Section 34188.] (r) "Tenant Improvement Expenses" means the following costs reasonably and actually incurred for improvement of the third space in the Commercial Portion: architectural and engineering services, construction contracts and change orders, printing and plan reproduction costs, tenant allowances, normal City pennits and fees, and all other ordinary and reasonable expenses associated with construction and construction management. Section 2. Purpose. This Agreement is executed with reference to the facts set forth in the foregoing Recitals, which are incorporated herein by reference. The purpose of this Agreement is to address the allocation of certain prospective revenues among the Taxing Entities that share in the property tax base ("Tax Base") for property located within the former City of P7 South San Francisco Redevelopment Project Areas ("Project Areas") formerly administered by the RDA. Section 3. Effectiveness. This Agreement shall become effective only upon satisfaction of the following conditions: (a) Approval of this Agreement by the Oversight Board; (b) Notification to the DOF of the Oversight Board approval and the effectiveness thereof in accordance with the provisions of Health and Safety Code Section 34179(h), Promptly following the effectiveness of this Agreement, the City and the Successor Agency shall transmit notice to all the other Parties that the Agreement is effective and specifying the date the Agreement became effective (the "Effective Date"). Section 4. Signatories With Respect To Certain Funds. (a) Special Districts and Funds. The governing boards of certain of the Taxing Entities administer certain special districts and funds that receive allocations of property taxes from the Tax Base, and are authorized to execute this Agreement on behalf of such special districts and funds as described below: (b) County Funds. The County administers the following special districts and funds, and in addition to entering into this Agreement for the County itself, the County is authorized to, and has entered into this Agreement on behalf of the following, each identified with the San Mateo County Auditor-Controller/S an Mateo County Tax Assessor's Fund Number. (c) rERAF. ERAF maybe entitled to a distribution pursuant to Section 6 of a portion of the Disposition Proceeds from the disposition of each Property. Pursuant to instruction and direction from the DOF and the Auditor-Controller, there is no need for a separate signatory to execute this Agreement on behalf of ERAF because the ultimate beneficiaries of any distribution hereunder to ERAF are themselves Taxing Entities that are signatories to this Agreement. Section 5. Revenue-Sharing Arrangement. (a) Distribution of Net Revenue. The Taxing Entities shall receive all Net Revenue from the Commercial Portion of the Development, for the term of the Master Lease Agreement, unless or until this Agreement is amended in writing by the Parties. Pursuant to Exhibit A, attached hereto and incorporated by reference herein, it is estimated that upon stabilization of the Commercial Portion, the Taxing Entities will receive approximately $57,768 per year. City shall remit Net Revenues on an annual basis to the Auditor-Controller within 90 days of the end of the City's fiscal year, The Auditor-Controller shall, within 90 days of receipt from City distribute the Net Revenue among the Taxing Entities in proportion to their shares of PS the Tax Base (the "Applicable Shares"), as determined by the Auditor-Controller pursuant to Health and Safety Code Section 34188. (b) Accounting Rg-quirements, At the time of each distribution pursuant to subsection (a), the City shall provide to the Taxing Entities and the Auditor-Controller a statement prepared in accordance with sound accounting practice that provides the City's calculation of the Net Revenue (the "Net Revenue Statement"). The City shall keep complete, accurate and appropriate books and records of its calculation of the Net Revenue with respect to each distribution, The Auditor-Controller shall have the right, on behalf of the Taxing Entities and upon reasonable written notice to City, to audit and examine such books, records and documents and other relevant items in the possession of City, but only to the extent necessary for a proper determination of Net Revenue. Section 6. Term of Agreqn2�ent Earl Termination. (a) Tenn. The term of this Agreement shall commence on the Effective Date and, unless sooner terminated as otherwise provided in this Agreement, shall expire upon the distribution by the City of all amounts owed to the Taxing Entities under this Agreement, (b) Early Termination. Notwithstanding any other provision of this Agreement, a Party may terminate this Agreement upon written notice to the other Parties if a court order, legislation, or DOF policy reverses the DO,Fs directive regarding the need for this Agreement and the payment of compensation by the City pursuant to Health and Safety Code Section 34176(f) (an "Early Termination"),. An Early Termination shall become effective five (5) days after the terminating Party delivers,the required notice to the other Parties in accordance with Section 7(a). Upon efflectiveness of an Early Termination, no Party shall have any further rights or obligations under this Agreement, and the City may retain the Net Revenue thereafter; provided, however, that the City shall have no right to recover any Net Revenue from any Taxing Entity that was distributed by the City of the Auditor-Controller pursuant to this Agreement and prior to the effective date of the Early Termination. Section 7. Miscellaneous Provisions. (a) Notices. All notices, statements, or other communications made pursuant to this Agreement to another Party or Parties shall be in writing, and shall be sufficiently given and served upon the Party if sent by (1) United States certified mail, return receipt requested, postage prepaid, or (2) nationally recognized overnight courier, with charges prepaid or charged to sender's account, and addressed to the applicable Party in the manner specified in the attached Exhibit C. Any Party may change its address for notice purposes by written notice to the other Parties prepared and delivered in accordance with the provisions of this Section 7(a). (b) No Third..Party,beneficiaries. No person or entity other than the Parties and their permitted successors and assigns, shall have any right of action under this Agreement. (c) Litigation Regarding Agreement. In the event litigation is initiated attacking the validity of this Agreement, each Party shall in good faith defend and seek to uphold the Agreement; provided, however,that the costs of such litigation shall be borne solely by the City and/or the Successor Agency. P9 (d) State Law; Venue. This Agreement, and the rights and obligations of the Parties hereto, shall be construed and enforced in accordance with the laws of the State of California. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of San Mateo County, California or in the Federal District Court for the Northern District of California. (e) Attorneys' Fees. In any action which a Party brings to enforce its rights hereunder, the unsuccessful Party or Parties shall pay all costs incurred by the prevailing party, including reasonable attorneys' fees, (f) Entire Agreement-, Amendment. This Agreement constitutes the entire and integrated agreement of the Parties and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be modified only in writing and only if signed by all of the Parties and approved by the Oversight Board and the DOF, except as otherwise provided below. If, at the time of a proposed amendment of this Agreement, the Successor Agency and the Oversight Board have been terminated in accordance with the applicable provisions of the Redevelopment Dissolution Law, then the proposed amendment shall. not require execution by the terminated Successor Agency or approval by the terminated Oversight Board. In that event, to obtain the approval of the DOF for such proposed amendment, the City shall transmit the proposed amendment to the DOF on behalf of the remaining Parties and seek the timely approval by the D�OF for such amendment. (g) Countelparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon, provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Parties. Any executed counterpart of this Agreement may be delivered to the other Parties by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered. (h) Non-Waiver, No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the waiving Parties, (i) No Partnership, Nothing contained in this Agreement shall be construed to constitute any Party as a partner, employee,joint venturer, or agent of any other Party. 0) Ambiguities. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party does not apply in interpreting this Agreement. (k) Exhibits. The following exhibits are incorporated in this Agreement by reference: Exhibit A. Pro Forma Exhibit B: Illustrative Taxing Entities Applicable Shares of Property Taxes Exhibit C: List of Addresses for Notice Purposes NO (1) Severability. If any ten-n, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability. (in) Action or AppLoval. Whenever action and/or approval by the City is required under this Agreement, the City Manager or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the City Manager determines in his or her discretion that such action or approval requires referral to the City Council for consideration, Whenever action and/or approval by the Successor Agency is required under this Agreement, the Executive Director or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the Executive Director determines in his or her discretion that such action or approval requires referral to the Successor Agency Board for consideration. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dates set forth in the opening paragraph of this Agreement, SIG NA T URES ON FO L L 0 WING PA GES pli For Attestation and/or Approval For Execution as to Farm (Optional) Ike uir SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO) By: Print Name: Title: CITY OF SOUTH SAN FRANCISCO By: Print.Name: Title: COUNTY OF SAN MATEO) By: Print Name: Title: SOUTH SAN FRANCISCO UNIFIED SCHOOL DISTRICT By: Print Name: Title: P12 SAN MATEO COUNTY COMMUNITY COLLEGE DISTRICT By: Print Name: Title: SAN MATEO COUNTY FLOOD CONTROL DISTRICT COLMA CREEK FLOOD CONTROL ZONE AND SUBZONES By: Print Name: Title: WILLOW GARDENS PARKS AND PARKWAYS MAINTENANCE DISTRICT By:. Print.Name: Title: BAY AREA AIR QUALITY MANAGEMENT DISTRICT By: Print Name: Title: P13 SAN MATEO COUNTY HARBOR DISTRICT By: Print Name: Title: SAN MATEO COUNTY RESOURCE CONSERVATION DISTRICT By: Print Name: Title: COUNTY EDUCATION TAX By: Print Name: Title: P14 EXHIBIT A Pro Formuu-1 pis REVENUE SHARING AGREEMENT EXHIBIT A 636 ECR Retail[Pro-forma Calculation Monthly Base Factors 1 2 3 Income Gross Rents Unit 1 1600 SF $ 3,000 3% $36,000 $37,080 $ 38,192 Unit 2 1387 SF $ 2,000 3% $24,000 $24,720 $ 25,462 Unit 3 2360 SF $ 4,000 3% $ - $ - $ 48,000 Soft Costs Management Fee Security Deposits Held Gross Income $ 9,000 $60,019 $61,830 $ 111,703 Expenses Construction Architectural General Contractor Permits and Fees 5.00% Legal.Fees 2,00% Construction Management(staff) Developer Fee 0.00%® Other Soft Costs/Contingency 5.00% Occupancy Broker Commission Service Contracts Property Management(3rd party) 10.0% $ 6,000 $ 6,180 $ 11,165 Grounds/Parking (3rd party) 3.0% $ 1,800 $ 1,854 $ 3,350 Repairs/Maintenance 0.0% $ - $ - $ - Janitorial/Common Areas (3rd party) 2,0% $ 1,200 $ 1,236 $ 2,233 Extermination 0.0% $ - $ - $ - Fire Detection System Monitoring (3rd party) 1.0% $ 600 $ 618 $ 1,117 Fire Extinguishers(3rd party) 0.5% $ 300 $ 309 $ 558 Security 0.0% $ - $ - $ - Utilities Gas/Electric Common Areas $ 300.00 5% $ 3,600 $ 3,780 $ 3,969 Water/Sewer $ - 5'% $ - $ - $ - Gargbage $ 5% $ $ $ Tax& Insurance Possessory Tax 0% $ $ $ - Property Liability Insurance 2% $ 1,200 $ 1,237 $ 1,261 City Operating and Admin Fees Operating (Staff) 5,0% $ 3,000 $ 3,090 $ 5,583 Overhead 0.0% $ - $ - $ - Accounting (Staff) 5.0% $ 3,000 $ 3,090 $ 5,583 Management Fee 0.0% $ - $ - $ - Security Deposits Security Deposits Held Interest 1.5% $ 135 $ 135 $ 135 Reserves Operating/Vacancy 2.0% $ 1,200 $ 1,236 $ 2,233 Replacement 15.0% $ 9,000 $ 9,270 $ 16,748 Total Operating Expenses $31,035 $11,035 $ 53,935 Net Operating Income $28,984 $50,795 $ 57,768 P16 REVENUE SHARING AGREEMENT EXHIBIT B ILLUSTRATIVE TAXING ENTITIES APPLICABLE SHARES OF PROPERTY TAXES Tax Entity/Fund %Total County of San Mateo 25.77% City of South 'San Francisco 16.73% 'South San Francisco Unified School District 4191% %p San Mateo County Community College District 7.38% San Mateo County Flood Control District Colma Creek. Flood Control Zone and Subzones 1.64✓o Willow Gardens Parks and Parkways Maintenance District 0.3:2%® Bay Area Air Quality Management District 0.23% San Mateo County Harbor District 038% San Mateo County Resource Conservation District 0.00% County Education Tax 3.84% Total ion P17 REVENUE SHARING AGREEMENT EXHIBIT C LIST OF ADDRESSES FOR NOTICE PURPOSES City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Successor Agency to the Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 County of San Mateo 555 County Center Redwood City, CA 94063-1665 South San Francisco Unified School District 398 B Street South San Francisco, CA 94080 San Mateo County Community College District 3401 CSM Drive San Mateo, CA 9,4402 San Mateo County Flood Control District Colma Creek Flood Control Zone 555 County Center, 5th Floor Redwood City, CA 94063 Willow Gardens Parks and Parkways Maintenance District 555 County Center Redwood City, CA 94063-1665 San Mateo County Resource Conservation District 625 Miramontes Street, Suite 103 Half Moon Bay, CA 94019 Bay Area Air Quality Management District 939 Ellis Street San Francisco, CA 94109 San Mateo County Harbor District 400 Oyster Point Blvd. Suite 300 So. San Francisco, Ca 94080 2371825.1 P18 636 ECR Retail Pro-forma Calculation Monthly Base Factors 1 2 3 Income Gross Rents Unit 1 1600 SF $ 3,000 3% $36,000 $37,080 $ 38,192 Unit 2 1387 SF $ 2,000 3% $24,000 $24,720 $ 25,462 Unit 3 2360 SF $ 4,000 3% $ - $ - $ 48,000 Soft Costs Management Fee Security Deposits Held -dross income $ 9,000 $6O,019 $61,830 $ 111,703 Expenses Construction Architectural General Contractor Permits and Fees 5.00% Legal Fees 2.00% Construction Management(staff) Developer Fee 0.00% Other Soft Costs/Contingency 5.00% Occupancy Broker Commission Service Contracts Property Management(3rd party) 10,0% $ 6,000 $ 6,180 $ 11,165 Grounds/Parking (3rd party) 10% $ 1,800 $ 1,854 $ 3,350 Repairs/Maintenance 0.0% $ - $ - $ - Janitorial/Common Areas (3rd party) 2.0% $ 1,200 $ 1,236 $ 2,233 Extermination 0.0% $ - $ - $ - Fire Detection System Monitoring (3rd party) 1.0% $ 600 $ 618 $ 1,117 Fire Extinguishers(3rd party) 0.5% $ 300 $ 309 $ 558 Security 0.0% $ - $ - $ - Utilities Gas/Electric Common Areas $ 300.00 5% $ 3,600 $ 3,780 $ 3,969 Water/Sewer $ - 5% $ - $ - $ - Gargbage $ 5% $ - $ - $ Tax&Insurance Possessory Tax 0% $ - $ - $ - Property Liability Insurance 2% $ 1,200 $ 1,237 $ 1,261 City Operating and Admin Fees Operating (Staff) 5.0% $ 3,000 $ 3,090 $ 5,583 Overhead 0,0% $ - !$ - $ - Accounting ('Staff) 5.0% $ 3,000 $ 3,090 $ 5,583 Management Fee 0.0% $ - $ - $ - Security Deposits Security Deposits Held Interest 1.5% $ 135 $ 135 $ 135 Reserves OperatingNacancy 2.0% $ 1,200 $ 1,236 $ 2,233 Replacement 15.10% $ 9,000 $ 9,270 $ 16,748 -Total Operating Expenses $31,035 $11,035 $ 53,935 Net Operating Income $28,984 $50,795 $ 57,768 P19