HomeMy WebLinkAbout2014-04-15 E-PacketREGULAR MEETING
OVERSIGHT BOARD FOR THE
SUCCESSOR AGENCY TO THE CITY OF
SOUTH SAN FRANCISCO
REDEVELOPMENT AGENCY
P.O. Box 711 (City Hall, 400 Grand Avenue)
South San Francisco, California 94083
CITY HALL
LARGE CONFERENCE ROOM, TOP FLOOR
400 GRAND AVENUE
TUESDAY, APRIL 15, 2014
2:00 P.M.
PEOPLE OF SAN MATEO COUNTY
You are invited to offer your suggestions. In order that you may know our method of conducting
Board business, we proceed as follows:
The regular meetings of the South San Francisco Oversight Board for the Successor Agency to the
City of South San Francisco Redevelopment Agency are held on the third Tuesday of each month at
2:00 p.m. in the in the Large Conference Room, Top Floor at City Hall, 400 Grand Avenue, South
San Francisco, California.
In accordance with California Government Code Section 54957.5, any writing or document that is a
public record, relates to an open session agenda item, and is distributed less than 72 hours prior to a
regular meeting will be made available for public inspection in the City Clerk's Office located at City
Hall. If, however, the document or writing is not distributed until the regular meeting to which it
relates, then the document or writing will be made available to the public at the location of the
meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue, South San
Francisco, California 94080.
In compliance with Americans with Disabilities Act, if you need special assistance to participate in
this meeting, please contact the South San Francisco City Clerk's Office at (650) 877 -8518.
Notification 48 hours in advance of the meeting will enable the City to make reasonable
arrangements to ensure accessibility to this meeting.
Chairperson:
Neil Cullen
Selected by:
Largest Special District of the type in H &R
Code Section 34188
Vice Chair:
Patti Ernsberger
Assistant Superintendent, Business Services
South San Francisco Unified School District
Selected by:
San Mateo County Superintendent of Schools
Alternate: Alejandro Hogan
Superintendent, South San Francisco Unified School District
Board Members:
Mark Addiego
Councilmember, City of South San Francisco
Barbara Christensen
Director of Community /Government Relations,
San Mateo County Community College District
Reyna Farrales
Deputy County Manager, San Mateo County
Paul Scannell
Counsel
Craig Labadie
Selected by:
Mayor of the City of South San Francisco
Chancellor of California Community College
San Mateo County Board of Supervisors
San Mateo County Board of Supervisors
(Public Member)
Advisory:
Jim Steele — Finance Director, City of South San Francisco
Robin Donoghue — Interim General Counsel, Successor Agency of the City of South San Francisco
Krista Martinelli — City Clerk, City of South San Francisco
Armando Sanchez — Redevelopment Consultant, City of South San Francisco
CALL TO ORDER
ROLL CALL
PLEDGE OF ALLEGIANCE
AGENDA REVIEW
COMMUNICATIONS FROM STAFF
PUBLIC COMMENTS
OVERSI GH T BOARD REGU LAR M EET I N APRI L 15, 2014
AGENDA PAGE 2
Comments from members of the public on items not on this meeting agenda. The Chair may set time
limit for speakers. Since these topics are non - agenda items, the Board may briefly respond to
statements made or questions posed as allowed by the Brown Act (Government Code Section
54954.2). However, the Board may refer items to staff for attention, or have a matter placed on a
future agenda for a more comprehensive action report.
MATTERS FOR CONSIDERATION
Motion to approve the Minutes of the Regular Meeting of February 18, 2014
2. Study Session: Update on property disposition efforts for former Ford
properties. (Armando Sanchez, Housing Consultant)
Resolution approving a License Agreement PG &E to temporarily use a vacant
property on Antoinette Lane for a contractor office, a staging area and
employee parking. (Pat O'Keefe, Economic and Community Development
Consultant)
4. Future Agenda Items.
a) Consideration of revenue sharing agreement related to assignment of the
Master Commercial Lease at 636 El Camino Real.
ADJOURNMENT
OVERSI GH T BOARD REGU LAR M EET I N APRI L 15, 2014
AGENDA PAGE 3
MINUTES DRAFr
REGULAR MEETING
IF0 OVERSIGHT BOARD FOR THE
SUCCESSOR AGENCY TO THE CITY OF
SOUTH SAN FRANCISCO
REDEVELOPMENT AGENCY
P.O. Box 711 (City Hall, 400 Grand Avenue)
South San Francisco, California 94083
CIT'T-AALL
LARGE CONFERENCE ROOM, TOP FLOOR
400 GRAND AVENUE
TUESDAY, FEBRUARY 18, 2014
2:00 P.M.
CALL TO ORDER Time: 2:06 p.m.
ROLL CALL Present: Boardmembers Addiego, Beaudin,
Christensen, Scannell, Vice Chair Ernsberger
and Chairperson Cullen.
Absent: Boardmember Farrales.
PLEDGE OF ALLEGIANCE
Led by Boardmember Scannell.
AGENDA REVIEW
None.
COMMUNICATIONS FROM STAFF
None.
PUBLIC COMMENTS
None.
Comments from members of the public on items not on this meeting agenda. The Chair may set time
limit for speakers. Since these topics are non-agenda items, the Board may briefly respond to
statements made or questions posed as allowed by the Brown Act (Government Code Section
54,954.2). However, the Board may refer items to staff for attention, or have a matter placed on a
future agenda for a more comprehensive action report.
I Motion to approve the Minutes of the Special Meeting of November 12, 2013
and the Regular Meeting of November 19, 2013.
Motion- Boardmember Addiego/Second- Boardmember Christensen- to approve the Minutes of the
Special Meeting of November 12, 2013 and Regular Meeting of November 19, 2013 as amended.
Approved by the following voice vote: AYES: Boardmembers Addiego, Beaudin, Christensen,
Scannell, Vice Chair Ernsberger and Chair Cullen; NOES: None; ABSTAIN: None; ABSENT:
Boardmember Farrales.
2. Resolution approving a Recognized Obligation Payment Schedule (RODS) and
Administrative Budget for the period from July through December 2014,
pursuant to Health & Safety Code Section 341770) & (1).
In regards to the RODS period from July through December 2014, Finance Director Steele proceeded
to highlight certain items for the Board's attention. This period included another biennial deposit of
$3 million into an escrow account for the Oyster Point Ventures Development Agreement. After this
deposit there would be $21 million accrued. This deposit would be the largest item on the RODS
besides debt service. Property disposition costs would also be incurred with the anticipated approval
of the Long Range Property Management Plan.
Consultant Sanchez added that there were 3 properties- 232 Baden Avenue, 216 Miller Avenue and
238 Linden Avenue- that would be the responsibility of the Successor Agency to sell.
Finance Director Steele brought to the Board's attention that in the last six months there were excess
funds of $1.85 million in the bond retirement escrow account. These dollars were freed up to be used
so that debt service funds would be covered almost entirely and thus negating the need for more
RPTTF monies.
Motion- Boardmember Addiego/Second- Boardmember Christensen- to approve Resolution 1-2014.
Approved by the following voice vote: AYES: Boardmembers Addiego, Beaudin, Christensen,
Scannell, Vice Chair Ernsberger and Chair Cullen; NOES: None; ABSTAIN: None; ABSENT:
Boardmember Farrales.
3. Future Agenda Items,
a) Consideration of revenue sharing agreement related to assignment of the
Master Commercial Lease at 636 El Camino Real.
b) Resolution approving a License Agreement between the City of South San
Francisco Successor Agency to the Redevelopment Agency and Pacific,
Gas & Electric (PG&E) to use a vacant site on Antoinette Land (APN 093-
312-050) as a contractor office, a staging area, and employee parking for
the replacement of a 30 inch gas pipeline in South San Francisco. For the
period of May 1 st to December 31, 2014.
OVERSIGHT BOARD REG[TIAR MEEAING FEBRI [ARY 18, 2014
MIN(TES PAGE 2
ADJOURNMENT
Chairperson Cullen adjourned the meeting at 2:28 p.m.
Submitted:
92fhryn Reodica, Deputy Clerk
Oversight Board for the Successor
Agency to the South San Francisco
Redevelopment Agency
OVERSIGHT BO ARD REGI TZAR MEIXING
MINI ITFS
Neil Cullen, Chairperson
Oversight Board for the Successor
Agency to the South San Francisco
Redevelopment Agency
FEBRUARY 18, 2014
PAGE 3
man V 1=90,11, 0-
DATE: April 15,2014
TO: Members of the Oversight Board
mIII 11�111 111pil � 11
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FROM: Patrick OKeeffe, Economic & Community Development Consultant
SUBJECT: DISPOSITION OF FORMER REDEVELOPMENT AGENCY
DOWNTOWN PROPERTIES
RECOMMENDATION
It is recommended that the Oversight Board review information on the disposition of the
former Redevelopment Agency's Downtown Properties (Ford and Grand/Cypress Parcels).
In an effort to take advantage of favorable development conditions, staff has met with housing developers
and a hotel operator that expressed interest in developing the fonner Ford properties (see Exhibit A) and
the properties at Grand and Cypress Avenues. Staff undertook these efforts to identify potential
developers for the properties and to take steps encouraging the State Department of Finance (DOF) to
complete its review of the Successor Agency's Long-Range Property Management Plan (LRPMP),
Immediately upon the Oversight Board's approval of the LRPMP, staff submitted the plan to DOF which
they are currently reviewing.
In this report, staff summarizes progress on discussions with the developers and provides information that
has been presented to the Successor Agency regarding potential disposition of the properties. This
information is being shared with the Oversight Board in advance of any disposition agreement that may
be presented to the Successor Agency so that the Oversight Board is up to speed on what is being
considered. Once developers are selected for negotiations, it will be necessary for the Successor Agency
to enter into Exclusive Negotiating Rights Agreements (ENRA) which will need to be approved by the
Oversight Board and DOF. No action can be taken to implement the ENRA until the LRPMP is approved,
but staff is hoping that sending ENRA's to DOF will hasten the approval process.
Another important factor affecting the proposed developments is that the densities and heights proposed
for the Ford and Grand-Cypress properties are contingent upon the City's adoption of the Downtown
Station Area Plan (DSAP). As noted in the LRPMP, the City is adopting the DSAP to encourage
long; -term development that is transit-supportive. By adopting higher density and design standards
that promote transit - oriented development, the City will be able to guide future development that
create an environment where people have convenient access to the goods and services and their
places of employment or homes. Staff estimates that the City will adopt the DSAP in September
2014.
Staff Report
Subject: Disposition of Downtown Properties
Page 2
Ford Property Development
The former Ford properties (as described in Table I below and Exhibit A) consist of six properties
totaling approximately 2.18 acres.
Table I
LRPMP Site No. I Address Acres
22
315 Airport Boulevard
0.51
23
401 Airport Boulevard
0.26
24
411 Airport Boulevard
0.26
25
421 Airport Boulevard
0.52
26
405 Cypress Avenue
0.17
27
216 Miller Avenue
01.40
Staff met with the thi•ce interested developers to discuss their qualifications, experience, access to capital
and their development plans for the sites. The interested residential developers are Thompson-Dorfman
and a partnership consisting of Sares-Regis and Roger Stuhlmuller. The hotel operator/developer was
BPR Properties. The City Council reviewed the preliminary development plans for the Ford properties
and determined that a residential development was more appropriate for the Ford sites. Accordingly, the
City Council directed staff to continue discussion with Thompson-Dorfi-nan and Sares-Regis. The
proposed project will yield 245 to 266 units (see attached concept plans from each developer). Later this
month, the City Council/Successor Agency Board will evaluate the proposals and recommend to the
Oversight Board that it approves an ENRA with one of the residential developers for submittal to DOF,
Grand-Cypress Property Development
As currently configured, the Grand-Cypress properties (as described in Table 2 below and Exhibit B)
consist of four properties totaling approximately 20,200 square feet.
Table I
LRPMP Site No. I Address Square Feet
15 201 Grand Avenue 6,200
16 207 Grand Avenue 3,500
17-18 217-219 Grand Avenue 10,500
The City Council considered several development proposals from Brookwood Group for various City and
Successor Agency owned sites. The Council determined that Brookwood's proposal for Grand-Cypress
would bring a meaningful 37-unit development to the Downtown (see attached concept plans). The
Council also believes that having affordable and market rate units at that site would be important.
Accordingly, the Council directed staff to negotiate and prepare an ENRA between the City and
Brookwood Group to entitle the project and commit affordable housing funds to make 20% of the units
affordable. By working collaboratively with the developer, the City will ensure that this small infill site
becomes financially feasible. The City Council, acting as the Successor Agency Board, will make a
recommendation to the Oversight Board that it approves an ENRA with Brookwood Group for the Grand-
Cypress site.
Compliance with LRPMP and Benefits to the Taxing Agencies
As envisioned in the LRPMP, the combined projects have the potential to create close to 300 units
with a valuation of $120 million. In addition to the sales revenue (yet to be negotiated), the properties
Staff Report
Subject: Disposition of Downtown Properties
Page 3
will generate over $1.2 million in property tax revenue annually for the taxing agencies. To achieve
this, it is crucial that the City, Oversight Board and DOF make these properties available while the
residential market is conducive to development. Upon City Council review, staff will bring ENRAs
for these properties to the Oversight Board for its approval and submittal to DOF.
CONCLUSION:
It is recommended that the Oversight Board review information on the disposition of the
former Redevelopment Agency's Downtown Properties.
By: Y��JWZ4,0
Patrick 01; ee'ffe U
Economic and Community
Development Consultant
Approved:
Mike Futrell
City Manager
Attachments: Exhibit A - Ford Properties Map
Exhibit B - Grand-Cypress Properties
Exhibit C - Development concept plans for Ford Properties
Exhibit D - Development concept plans for Grand-Cypress Properties
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Exhibit D - Grand-Cypress
LOT AREA: 20,200 SF
FAR: 3.0 (ABOVE GRADE PARKING INCLUDED, I.E. NOT EXEMPT)
MAX. ALLOWABLE: 3,0 X 20,2010 SF = 60,600 SF
GROSS AREA SUMMARY:
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TOTAL
UNIT SUMMARY:
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14,267
13,967
12,067
59,588
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81,000 SF RETAIL
880 PUBLIC OPEN SPACE
5,350 SF PODIUM OPEN SPACE
59,588 SF / 20,200 SF = 2.95 F.A.R.
PARKING SUMMARY:
Brookwood Group
9 o u I d e v a n s
RETAIL: 0 STALLS PROVIDED
RESIDENTIAL. 49 + 1 H.C. STALLS PROVIDED
PROJECT DATA
SCHEME1
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SOUTH SAN FRANCISCO, CA
CONCEPTUAL PRESENTATION
DECEMBER 12, 2012
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PARKING SUMMARY:
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PROJECT DATA
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SOUTH SAN FRANCISCO, CA
CONCEPTUAL PRESENTATION
DECEMBER 12, 2012
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DECEMBER 12, 2012
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14
Redevelopment Successor Agency Oversight Board
Statt Report
TO: Chair and Oversight Board Members
FROM: Patrick O'Keeffe, Economic and Community Development Consultant
SUBJECT: APPROVAL OF A LICENSE AGREEMENT ALLOWING PACIFIC GAS AND
ELECTRIC (PG&E) TO TEMPORARILY USE A VACANT PROPERTY ON
ANTOINETTE LANE FOR A CONTRACTOR OFFICE, STAGING AREA AND
EMPLOYEE PARKING
1311%,04 113,1140;
It is recommended that the Oversight Board adopt a resolution approving a License Agreement
with Pacific Gas & Electric (PG&E) to temporarily use the vacant site on Antoinette Lane as a
contractor office, staging area and employee parking from June 1, 2014 through December 31,
2014.
The former Redevelopment Agency acquired the Public Utilities Commission (PUC) properties at El
Camino Real and Chestnut Avenue. These parcels will be disposed of pursuant the Successor
Agency's Long Range Property Management Plan after approval of the Plan by the State. In the
meantime, the City has received a request from PG&E to use a portion of the property as a temporary
contractor office, staging area and employee parking (See Exhibit B in the License Agreement) for
the Line 132 gas pipeline replacement project. The purpose of this item is for the Oversight Board to
consider approval of a license agreement for PG&E staff and contractors to use the vacant,
unimproved property on Antoinette Lane, totaling 72,200 square feet. PG&E is proposing to use the
vacant property from June 1, 2014 through December 31, 2014. Should PG&E need additional time
to complete their project, an option to extend the lease for two months has been added.
PG&E is requesting use of the site in order to construct an important upgrade to the existing gas
pipeline system on the San Francisco Peninsula. In 2010, a portion of Line 132 was responsible for
the destruction of a neighborhood in San Bruno. After the disaster, PG&E was tasked with surveying,
inspecting and upgrading the pipeline along the entire route. In South San Francisco, the pipeline is
located from San Bruno to Colma, generally following El Camino Real, Antoinette Lane and Mission
Road. In 2011, PG&E inspected the pipeline and found leaks in the pipe on Antoinette Lane and on
Mission Road, between Colma Creek to Lawndale Drive, In 2011 and 2012, PG&E made a
combination of temporary repairs and temporary pipeline replacement for segments of the pipe so
that South San Francisco residents could receive gas service during the winter months. The proposed
project would be a permanent replacement to the existing pipeline. PG&E plans to remove the
existing temporary pipeline on Antoinette Lane and Mission Road and replace it with a new 30-inch
pipeline. PG&E's staff and contractors would use the staging area to complete work on the gas
pipeline south of Chestnut Avenue.
Staff Report
Subject: License Agreement with PG&E at Antoinette Lane
Page 2
Long Range Property Management Plan
In November 2013, the Oversight Board approved the Long Range Property Management Plan
(LRPMP), which includes the subject site. It is anticipated that the site will be marketed and
developed for transit-oriented residential uses. The process will take at least one year. The proposed
use of the property is temporary and would upgrade a gas line that serves residents in South San
Francisco and the San Francisco Peninsula. The proposed use would not impede the goals of the
Oversight Board to develop the area as approved in the LRPMP.
Proposed Rent
PG&E has agreed to pay a monthly rent of $9,386.00 for the use of site as a construction office,
staging area and employee parking. The rent is based on comparable rents of similar temporary uses
in South San Francisco's industrial and commercial areas, which is estimated to be $0.13 per square
foot for unimproved vacant land. The rent for the vacant and unimproved site on Antoinette Lane is
the same as the rent paid by PG&E in 2012 for a similar unimproved vacant site on Mission Road.
On March 12, 2014, the Successor Agency Board, by a unanimous vote, approved the attached draft
License Agreement for its staff and contractors to use a vacant and unimproved site on Antoinette
Lane from June 1, 2014 through December 31, 2014 (See Exhibit B in the License Agreement). The
Successor Agency Board recommends that the Oversight Board adopt a resolution approving the
attached License Agreement with Pacific Gas & Electric.
M
Patrick O'Keeffe
Economic and 0,
Development 800
Attachments,
1. Resolution
2. Draft License Agreement, with Exhibits
Approved:
Mike Futrell
City Manager
RESOLUTION NO.
OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
RESOLUTION APPROVING A LICENSE AGREEMENT WITH
PACIFIC GAS & ELECTRIC, A CALIFORNIA
CORPORATION, FOR VACANT, UNIMPROVED SITE ON
ANTOINETTE LANE (APN 93-312-0500 IN SOUTH SAN
FRANCISCO
WHEREAS, on March 13, 2013, the City of South San Francisco ("City")
approved the transfer of, and the Successor Agency to the Redevelopment Agency of the
City of South San Francisco ("Successor Agency"), approved the acquisition of, that
certain real property consisting of a vacant, unimproved site on Antoinette Lane,
identified as APN 093-312-050, in South San Francisco, California ( "Property "); and
WHEREAS, in November 2013, Oversight Board adopted the Long Range
Property Management Plan ("LRPMP11) for the Successor Agency, which includes the
Property. The Property is part of the former PUC properties that are zoned according to
a blend of development intensity as dictated by the El Camino Real/Chestnut Avenue
Land Use Plan; and
WHEREAS,, in January 2014, Pacific Gas & Electric Company (PG&E)
submitted a letter to the Successor Agency and the Oversight Board staff requesting that
the Successor Agency and the Oversight Board approve a License Agreement for a
contractor office, staging area and employee parking on the Property for the period from
June 1, 2014 through December 31, 2014, in order to facilitate an upgrade to PG&E's
existing gas pipeline system on the San Francisco Peninsula; and
WHEREAS, Successor Agency staff and. PG&E's representative have negotiated
a proposed License Agreement; and
WHEREAS, the proposed use is temporary only and would not impede the goals
of the Oversight Board to develop the Property as set forth in its approved LRPMP; and
WHEREAS, on March 12, 2014, the Successor Agency adopted a Resolution
approving the License Agreement and authorizing its execution, and recommending that
the Oversight Board approve the License Agreement; and
WHEREAS, the Oversight Board has considered the proposed License
Agreement, which is for a term of seven months, with a two - month option for extension,
at a duly-noticed public meeting; and
WHEREAS, Health and Safety Code Section 34179(e) requires that all actions
taken by the Oversight Board shall be adopted by resolution.
NOW, THEREFORE, the Oversight Board does hereby resolve as follows:
I The Recitals set forth above are true and correct, and are incorporated
herein by reference.
1 The License Agreement between the Successor Agency and. Pacific Gjas &
Electric for vacant, Unimproved property on Antoinette Lane, attached, is
hereby approved.
3. Staff is directed to transmit this Resolution and the License Agreement,
and related information to the State Department of Finance in accordance
with Assembly Bill xl 26, as modified by Assembly Bill 1484.
I hereby certify that the foregoing Resolution was regularly introduced and
adopted by the Oversight Board for the Successor Agency to the Redevelopment Agency
of the City of South San Francisco at a meeting held on the day of April,
2014 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
2245588.1
City Clerk
IREIN
This License Agreement (this "Agreement" or "License") is entered into effective as of
June 1, 2414 ("Effective Date") by and between the Successor Agency to the Redevelopment
Agency of the City of South San Francisco, a public entity (the "Successor Agency ") and
Pacific Gas and Electric Company, a California Corporation (the "Licensee"). Successor
Agency and Licensee are hereinafter collectively referred to as the "Parties,"
1 1,
A. Successor Agency is the owner of that certain real property located at Antoinette
Lane, City of South San Francisco, known as San Mateo County Assessor's Parcel No. 093- -
050 and more particularly described in Exhibit A attached hereto (the "Property").
C. Licensee is engaged in a construction and repair project relating to the existing
gas line project on land located adjacent to the Property, and desires to obtain a license from
Successor Agency to use the Vacant Lot for a construction staging area, construction office, and
employee and contractor parking, The portion of the Antoinette Lane Property for which a
license is granted pursuant to this Agreement (the " Licensed Premises") is described in Exhibit
B attached hereto.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
I Grant of License License Fee; No Leasehold or Property Rights Created. Successor
Agency hereby grants to Licensee a revocable license to use the Licensed Premises solely for use
as a construction staging area, construction office, and employee and contractor parking
(collectively, the "Permitted Activity"), undertaken in compliance with the conditions of
approval set forth in Exhibit Q attached hereto and the Conditions of Use set forth in Section 4
below. Subject to adjustment pursuant to Section 2.1 below, on or before the first day of each
calendar month during the term of this Agreement, Licensee shall pay to Successor Agency a fee
(the "License Fee") in the amount of Nine Thousand, Three Hundred and Eighty-Six Dollars
($9,386.00) per month. For any partial month at the beginning or end of the term of this
Agreement, the License Fee shall be prorated on the basis of a 30-day month. This Agreement is
not intended to nor shall it be interpreted to create or vest in Licensee any leasehold or any other
property rights or interests in the Property or the improvements located thereon, or any part
thereof.
1.1 Late Charve. Licensee acknowledges that the late payment of the License Fee will
cause Successor Agency to incur administrative costs and other damages, the exact amount of
which would be impracticable or extremely difficult to ascertain. Licensee and Successor
Agency agree that if Successor Agency does not receive any such payment within five (5)
calendar days after such payment is due, Licensee shall pay to Successor Agency an amount
equal to ten percent (10%) of the overdue amount as a late charge for each month or partial
2119589.1
month that such amount remains unpaid. The Parties acknowledge that this late charge
represents a fair and reasonable estimate of the costs that Successor Agency will incur by reason
of the late payment by Licensee, but the payment of such late charge shall not excuse or cure any
default by Tenant under this Agreement. The Parties further agree that the payment of late
charges pursuant to this Section 1.1 and the payment of interest pursuant to Section 1.2 are
distinct and separate from one another in that the payment of interest is to compensate Successor
Agency for the use of Successor Agency's money by Licensee, while the payment of a late
charge is to compensate Successor Agency for the additional administrative expense incurred by
Successor Agency in handling and processing delinquent payments, but excluding attorneys' fees
and costs incurred with respect to such delinquent payments. Acceptance of any late fees and
late charges shall not prevent Successor Agency from exercising any of the other rights and
remedies available to Successor Agency under this Agreement for any other default by Licensee.
1.2 Interest. Any amount due from Licensee to Successor Agency which is not paid
when due shall bear interest at the lesser often percent (10%) per annum or the maximum rate
which Successor Agency is permitted by law to charge, from the date such payment is due until
paid, but the payment of such interest shall not excuse or cure any default by I..,icensee under this
Agreement.
2. Tenn of License. The term of the License and right of entry granted hereby, shall
commence on the Effective Date: and shall continue until December 31, 2014 (the "Termination
Date") unless Successor Agency or Licensee terminate this Agreement pursuant to Section 3
below.
2.1 Extension of Term, License Fee Laurin Extension Period. Upon written request
by Licensee delivered to Successor Agency not later than thirty (30) days prior to the expiration
of the initial term of this License, Licensee may request an extension of the term. Successor
Agency will not withhold consent to an extension of the term for a period of up to two (2)
additional months if Licensee reasonably requires such extension in order to complete
construction activities on the adjacent property. The License Fee payable during each month
during such extension shall be the sum of Nine Thousand, Three Hundred and Eighty-Six
Dollars ($9,386.00). All other terms and conditions of this Agreement shall apply during any
extension of the term.
Termination of License.
3.1 Termination for Cause. Successor Agency may terminate or suspend this License
by written notice to Licensee following Licensee's breach of its obligations under this
Agreement if Licensee fails to cure any such breach within ten (10) days following written notice
of default from the Successor Agency.
4. Conditions of Use. Licensee's right to enter upon and use the Licensed Premises is
limited to the permitted Activity (defined in Section I above) subject to compliance with all
conditions of approval set forth in Exhibit Q and all conditions set forth in this Section
(collectively, the "Conditions of Use"). Without limiting the foregoing, Licensee agrees to
comply with all of the following specific requirements:
2119589.1 2
a. Licensee shall be liable for any damage to the Property, or any part
thereof, or any improvements located thereon, or any other property of the Successor Agency or
the City of South San Francisco ( "City ") or City right of way (collectively, "City Property ")
that occurs as a result of this License and the use of the Licensed. Premises, unless caused by the
gross negligence or willful misconduct of the Successor Agency, the City, or their respective
employees, agents or contractors. Any damage to the Property, the improvements located
thereon, or City Property shall be immediately repaired to the satisfaction of Successor Agency
or City, as applicable, at I..icensee's sole cost and expense.
b. Licensee shall not encroach on the public right of way adjacent to the
Property
C. Licensee shall incorporate all storm water pollution control measures
required by an approved storm water pollution prevention plan. Licensee shall employ adequate
dust control measures to ensure that neighboring businesses and residences are not adversely
impacted by Licensee's activities on the Licensed Premises. I:.,icensee shall comply with all
Conditions of Use and with all state, federal and local laws, regulations, rules and orders,
applicable to this License, the Property or the Permitted Activity, including without limitation all
Environmental Laws (defined in ]Exhibit C attached hereto and incorporated herein by reference.
Licensee shall not cause or permit any Hazardous Material (defined in Exhibit C) to be
generated, brought onto, used, stored, or disposed of in or about the Property.
(i) Notice of Release or Investigation. If during the term of this
Agreement, Licensee becomes aware of (a) any actual or threatened release of any Hazardous
Material in, on, under, or about the Property, or (b) any inquiry, investigation, proceeding, or
claim by any government agency or ether person regarding the presence of Hazardous Material
in, on, under, or about the Property, Licensee shall give Successor Agency written notice of the
release or investigation within five (S) days after learning of it and shall simultaneously furnish
to Successor Agency copies of any clairns, notices of violation, reports, or other writings
received by Licensee that concern the release or investigation..
(ii) Remediation Obli ations. If the presence of any Hazardous
Material brought onto the Property by Licensee or Licensee's agents, employees, invitees,
customers, consultants, contractors or subcontractors results in contamination of the Property or
any part thereof, Licensee shall promptly take all necessary actions to remove or remediate such
Hazardous Materials, whether or not they are present at concentrations exceeding state or federal
maximum concentration or action levels, or any governmental agency has issued a cleanup order,
at Licensee's sole expense, to return the Property to the condition that existed before the
introduction of such Hazardous Material. Licensee shall first obtain Successor Agency's
approval of the proposed removal or remedial action.
d. Licensee shall not impair or interfere with Successor Agency's ability to
access the Property.
211.95B9. 1
e. Licensee expressly acknowledges and agrees that Successor Agency shall
have no obligation to provide security services or fencing, and Licensee's use of the Licensed
Premises is at Licensee's own risk.
f. Licensee expressly acknowledges and agrees that Successor Agency has
no obligation to maintain or repair the Property, the improvements located thereon, or the
Licensed Premises, and Licensee accepts use of the Licensed Premises in its AS-IS condition.
Licensee shall videotape the property prior mobilization onto property,
9- Licensee shall, at Licensee's sole cost and expense, maintain the Licensed
Premises in its condition existing as of the Effective Date, reasonable wear and tear excepted.,
and shall keep the Licensed Premises in condition free of debris, litter and graffiti. Without
limiting the generality of the foregoing, Licensee shall be responsible for maintaining any
landscaping located on the Licensed Premises, and for undertaking at Licensee's sole expense
without reimbursement., any necessary repair or resurfacing of paved surfaces on the Licensed
Premises and any repair or maintenance of fencing and lighting. Licensee shall be responsible
for payment of all utilities serving the Licensed Premises, Licensee shall take reasonable steps to
ensure that access to the Licensed Premises is limited to Licensee and Licensee's agents,
employees, contractors and subcontractors, At Licensee's sole expense without reimbursement,
Licensee shall install and maintain security fencing around the perimeter of the Antoinette Lane
Licensed Premises throughout the term of this Agreement.
h. Successor Agency shall have the right at all times during the term of this
Agreement to enter upon .and to inspect the Licensed Premises to ensure compliance with this
Agreement.
i. Existing improvements to the Licensed. Premises shall be restored to
existing or better condition. Improvements shall include, but not be limited to, pavement, curbs,
gutters, sidewalks, storm and sanitary sewer facilities, public utilities, surface improvements,
landscaping, and lighting. Licensee shall be responsible for cleanup of any contamination by
regulated substances introduced to the site by Licensee's activities on the Licensed Premises.
Prior to the expiration of the term of this Agreement (as such may be extended pursuant to
Section 2.1, at Licensee's sole cost and expense, Licensee shall remove all vehicles, equipment,
materials and personal property from the Licensed Premises and shall restore the Licensed
Premises to its condition existing as of the Effective Date, reasonable wear and tear excepted
("Original Condition"). If Licensee fails to comply with the foregoing, Successor Agency
shall have the right to remove all vehicles, equipment, materials and personal property from the
Licensed Premises and to restore the Licensed Premises to Original Condition, and Licensee
shall be obligated to pay Successor Agency for all costs incurred by Successor Agency in
connection with such removal and restoration within five (5) business days following receipt of
Successor Agency's invoice therefor.
j. All lay down and staging areas shall be fenced to prevent public access
and screened from public view. Prior to storing materials on the Licensed Premises, Licensee
shall, at Licensee's sole expense without reimbursement, screen from view the portion of the
Licensed Premises, that fronts along Antoinette Lane and the portion of the Licensed Premises
2119589.1
that faces the Chestnut Avenue located to the south of the Property. Screening materials shall be
approved by Successor Agency, which approval will not be unreasonably withheld. Licensee
shall provide sound reading information to the Successor Agency.
k. Licensee shall coordinate with private owners adjacent to the project site
to minimize impacts due to construction. Licensee shall notify all nearby residents and
businesses affected by the work within 300 feet of the project site. Notifications shall include at
a minimum: work hours, Licensee contact information, brief description of the work, and project
duration. A copy of the notices shall be provided to the Successor Agency for review prior to
distribution.
1. Use of the Property is limited to Licensee's employees, consultants and
contractors and is limited to construction hours (7 a.m. through 8 p.m. Monday through
Saturday, unless otherwise approved by the Public Works Director or authorized representative.
Except, for that portion of work scheduled as night work 10 p.na. to 6 a.m. Sunday through
Thursday as dictated byCaltrans Permit. Any weekend work shall be approved by the City
Director of Public Works, Weekend hours shall comply with the SSE Municipal Code. Without
limiting the generality of the foregoing, no overnight parking shall be permitted on the Property.
Licensee estimates that the Parking Lot will be used for approximately _jhirty-five_ (35)
vehicles during construction hours,
5. Indemnification. Licensee agrees to indemnify, defend (with counsel approved by
City) and hold the City, the Successor Agency, and their respective elected and appointed
officers, officials, employees, agents and representatives (all of the foregoing collectively
"Indemnitees") harmless from and against all liability, loss, cost, claim, demand, action, suit,
legal or administrative proceeding, penalty, deficiency, tine, damage and expense (including,
without limitation, reasonable attorneys' fees and costs of litigation) (all of the foregoing
collectively "Claims") resulting from or arising in connection with use of the Property or the
improvements located thereon by Licensee or Licensee's agents, employees, invitees, contractors
or subcontractors, including without limitation, Claims arising as a result of or in connection
with any release of any I-lazardous Material in, on, under or about the Property by Licensee, or
Licensee's agents, employees, invitees, contractors, or subcontractors, or any other violation of
any Environmental. Law by Licensee or Licensee's agents, employees, invitees, contractors or
subcontractors, except and to the extent caused solely by the gross negligence or willful
misconduct of any of the Indernnitees. Licensee's indemnification obligations set forth in this
Section 5 shall survive the expiration or earlier termination of this Agreement.
6. Release of Claims. Licensee hereby waives, releases, and discharges forever the
Indemnitees from all present and future Claims arising out of or in any way connected with entry
upon or use of the Property and the improvements located thereon by Licensee or Licensee's
agents, employees, invitees, contractors or subcontractors, including without limitation all
Claims arising in connection with any injury to persons or damage to or theft of vehicles,
equipment, materials, or any other personal property, except and to the extent caused solely by
the gross negligence or willful misconduct of any of the Indemnitees. The provisions of this
Section 6 shall survive the expiration or earlier termination of this Agreement.
2119589.1 5
7. Insurance. Throughout the term of this License, Licensee shall maintain a
commercial general liability policy in the amount of at least Two Million Dollars ($2,000,000)
combined single limit, or such other policy limit as Successor Agency may require in its
reasonable discretion, including coverage for bodily injury, property damage and contractual
liability coverage. Such policy or policies shall be written on an occurrence basis, shall be issued
by an insurance carrier licensed to do business in the State of California with current A.M. Best's
rating of no less than A: VII, and shall name the City, the Successor Agency and the Indernnitees
as additional insureds..
Throughout the term of this License, Licensee shall maintain a comprehensive
automobile liability coverage in the amount of at least Two Million Dollars ($2,000,000),
combined single limit including coverage for owned, non-owned and ]eased vehicles.
Automobile liability policies shall name the Indemnitees as additional insureds.
'Throughout the term of this License, Licensee shall maintain worker's compensation insurance
in the amount required under applicable state law, covering Licensee's employees, if any, at
work at the Licensed Premises or engaged in services or operations in connection with the
Permitted Activity,
Prior to the Effective Date, Licensee shall furnish Successor Agency with certificates of
insurance in form acceptable to Successor Agency evidencing the required insurance coverage
and duly executed endorsements evidencing such additional insured status. The certificates shall
contain a statement of obligation on the part of the carrier to notify Successor Agency of any
material change, cancellation, termination or non-renewal of the coverage at least thirty (30)
days in advance of the effective date of any such material change, cancellation, termination or
non-renewal, except in the event of non-payment of premium a ten (10) day notice will be
provided. Coverage provided by Licensee shall be primary insurance and shall not be
contributing with any insurance, or self-insurance maintained by City or Successor Agency, and
the policies shall so provide. The insurance policies shall contain. a waiver of subrogation for the
benefit of the City and Successor Agency, Licensee shall provide Successor Agency with
certified copies of the required insurance policies upon Successor Agency's request.
8. Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant hereto shall be made in writing, and sent to the Parties at the addresses specified below,
or such other address as a Party may designate by written notice delivered to the other Party in
accordance with this section. All such notices shall be sent by:
(a) personal delivery, in which case notice shall be deemed delivered upon
receipt;
(b) certified or registered mail, return receipt requested, in which case notice shall
be deemed delivered two (2) business days after deposit, postage prepaid in the United States
mail;
(c) nationally recognized overnight courier, in which case notice shall be deemed
delivered one (1) day after deposit with such courier; or
2119589.1 r,
(d) facsimile transmission, in which case notice shall be deemed delivered on
transmittal, provided that a transmission report is generated reflecting the accurate transmission
thereof.
Successor Agency: Successor Agency to the Redevelopment
Agency of the City of
South San Francisco
400 Grand Ave.
South San Francisco, CA 940$0
Attn: Barry Nagel, Executive Director
Telephone: (650) 877-8500
Licensee: Jenice Montes
Pacific Gas and Electric Company
1850 Gateway Blvd, #7043A
Concord, CA 94520
For cornm uni cations relating to this Agreement, Licensee's local contact is Jenice ]Mantes
telephone 925-270-2232,
9. Entire Agreement; Amendments. This Agreement together with Exhibits A
through Q attached hereto and incorporated herein by reference, constitutes the entire agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior written or oral
agreements, understandings, representations or statement with respect thereto. This Agreement
may be amended only by a written instrument executed by the Parties hereto.
10, Severability. If any term, provision, or condition of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement
shall continue in full force and effect unless the rights and obligations of the Parties have been
materially altered or abridged thereby.
H. Waiver. A waiver by either Party of the performance of any covenant or
condition herein shall not invalidate this Agreement nor shall the delay or forbearance by either
party in exercising any remedy or right be considered a waiver of, or an estoppel against, the
later exercise of such remedy or right. No waiver of any breach of any covenant or provision of
this Agreement shall be deerned a waiver of any subsequent breach of the same or any other
covenant or provision hereof. No waiver shall be valid unless in writing and executed by the
waiving Party.
12. Captions, Interpretation, The section headings used herein are solely for
convenience and shall not be used to interpret this Agreement. The provisions of this Agreement
shall be construed as a whole according to their common meaning, and not strictly for or against
any party, in order to achieve the objectives and purposes of the Parties.
13. Attorneys' Fees. In any action at law or in equity, arbitration or other proceeding
arising in connection with this Agreement, the prevailing party shall recover reasonable
2119589.1..
attorney's fees and other costs, including but not limited to court costs and expert and
consultants' fees incurred in connection with such action, in addition to any other relief awarded,
14. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement,
15. Governin, Law. This Agreement, and the rights and obligations of the Parties,
shall be governed by and interpreted in accordance with the laws of the State of California
without regard to principles of conflicts of law. Any action to enforce or interpret this
Agreement shall be filed in the Superior Court of San Mateo County, California or in the Federal
District Court for the Northern District of California.
16. No Assignment; No Third Party Beneficiaries. The rights granted hereby are
personal to the Licensee and may not be transferred or assigned by operation of law or otherwise
without the written consent of Successor Agency . Nothing in this Agreement is intended to or
shall confer upon any person other than the Parties any rights or remedies hereunder.
17. Time is of the Essence. Time is of the essence for each condition, term,
obligation and provision set forth in this Agreement,
18. Possessory Interest. Licensee acknowledges that this License may create a
possessory interest subject to property taxation, and that Licensee may be subject to the payment
of property taxes on such interest.
SIGNATURES ON FOLL 0 WING PAGES)
21.19589. 1
IN WITNESS WHEREOF, the Parties have executed this License Agreement as of the
date first written above.
111��
Pacific Gas and Electric, a California Corporation
By:
Christopher edders, Manager �- band Acquisition
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF
*OUTH SAN FRANCISCO, a public entity
0
ATTEST:
Secretary
Successor Agency Counsel
2119589.1 9
Exhibit A
(Attach legal description and map of Antoinette Lane Property.)
The land referred to is situated in the County of San Mateo, City of South San Francisco, State of
California, and is described as follows:
2119589,11 10
Exhibit B
ANTOINETTE LANE LICENSED PREMISES
2119589.1 11
Exhibit C
i
As used in this License, the term "Hazardous Material" means any chemical, compound,
material, mixture, or substance that is now or may in the future be defined or listed in, or
otherwise classified pursuant to any Environmental Laws (defined below) as a "hazardous
substance", "hazardous material", "hazardous waste", "extremely hazardous waste", infectious
waste", toxic substance", toxic pollutant", or any other formulation intended to define, list or
classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, or toxicity. The term "hazardous material" shall also include asbestos or
asbestos - containing materials, radon, chrome and/or chromium, polychlorinated biphenyls,
petroleum, petroleum products or by-products, petroleum components, oil, mineral spirits,
natural gas, natural gas liquids, liquefied natural. gas, or synthetic gas usable as fuel, perchlorate,
and methy tent butyl ether, whether or not defined as a hazardous waste or hazardous substance
in the Environmental Laws.
As used in this License, the term "Environmental Laws" means any and all federal, state and
local statutes, ordinances, orders, rules, regulations, guidance documents, judgments,
governmental authorizations or directives, or any other requirements of governmental authorities,
as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to
the presence, release, generation, use, handling, treatment, storage, transportation or disposal of
Hazardous Materials, or the protection of the environment or human, plant or animal health,
including, without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1.980, as amended by the Superfund Amendments and Reauthorization Act of
1986 (42 U.S.C. §9601), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et sue.),
the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seg.), the Federal Water
Pollution Control Act (33 U.S.C. § 1251 et the Clean Air Act (42 U.S.C. § 7401 eta.),
the Toxic Substances Control Act (15 U.S.C. § 2601 et sue.), the Oil Pollution Act (33 U.S.C.
§ 2701 et sue.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C.
§ 11001 et sue.), the Porter-Cologne Water Quality Control Act (Cal. Water Code § 13000 et
sue.), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et seq.), the Safe
Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et
sue.), the Hazardous Waste Control Act (Cal. Health & Safety Code § 25100 et sue.), the
Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code
§ 25500 et seq.), and the Carpenter-Presley-Tanner Hazardous Substances Account Act (Cal.
Health and Safety Code, Section 25300 et M.).
2119589.1 12
Exhibit D
7*111431211111`11"NHOIOZ� �1111 #�,- I
The following conditions shall be incorporated into the License Agreement. Most of these
conditions are also being incorporated into the encroachment permit that will cover work on
Antoinette Lane.
1. All lay down and staging areas shall be fenced to prevent public access and screened
from public view.
2. Licensed Premises operation hours shall be weekdays from 8:00 a.m. to 8:00 p.m. unless
otherwise approved by the City Engineer or authorized representative. Any weekend
work shall be approved by the City Director of Public Works. Weekend hours shall
comply with the SSF Municipal Code.
3. Licensee shall coordinate with private owners adjacent to the project site to minimize
impacts due to construction. Licensee shall notify all nearby residents and businesses
affected by the work within 300 feet of the project site. Notifications shall include at a
minimum: work hours, Licensee contact information, brief description of the work, and
project duration. A copy of the notices shall be provided to the Successor Agency for
review prior to distribution.
4. Licensee shall incorporate all storm water pollution control measures required by an
approved storm water pollution prevention plan. Licensee shall employ adequate dust
control measures to ensure that neighboring businesses and residences are not adversely
impacted by Licensee's activities on the Licensed Premises.
5. Existing improvements to the Licensed Premises shall be restored to existing or better
condition. Improvements shall include, but not be limited to, pavement, curbs, gutters,
sidewalks, storm and sanitary sewer facilities, public utilities, surface improvements,
landscaping, and lighting. Licensee shall be responsible for cleanup of any
contamination by regulated substances introduced to the site by Licensee's activities on
the Licensed Premises.
21-19589.1 13