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HomeMy WebLinkAbout2014-10-21 e-packet s REGULAR 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, OCTOBER 21, 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: Selected by: Neil Cullen Largest Special District of the type in H&R Code Section 34188 Vice Chair: Selected by: Patti Ernsberger San Mateo County Superintendent of Schools Assistant Superintendent, Business Services South San Francisco Unified School District Alternate: Alejandro Hogan Superintendent, South San Francisco Unified School District Board Members: Selected by: Mark Addiego Mayor of the City of South San Francisco Councilmember, City of South San Francisco Barbara Christensen Chancellor of California Community College Director of Community/Government Relations, San Mateo County Community College District Reyna Farrales San Mateo County Board of Supervisors Deputy County Manager, San Mateo County Paul Scannell San Mateo County Board of Supervisors (Public Member) Billy Gross Mayor of the City of South San Francisco Senior Planner, City of South San Francisco Counsel Craig Labadie Advisory: Alex Greenwood, Director of Economic and Community Development, City of South San Francisco Jim Steele—Finance Director, City of South San Francisco Steve Mattas—City Attorney, City of South San Francisco Krista Martinelli—City Clerk, City of South San Francisco Armando Sanchez—Redevelopment Consultant, City of South San Francisco CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE AGENDA REVIEW 01-'ERSIGHT BOARD REGULAR MEETING OCTOBER 21, 2014 AGENDA PAGE 2 COMMUNICATIONS FROM STAFF PUBLIC COMMENTS Comments from members of the public on items not on this meeting agenda. The Chair may set time limit for speakers. Since these topics are non-agenda items, the Board may briefly respond to statements made or questions posed as allowed by the Brown Act (Government Code Section 54954.2). However, the Board may refer items to staff for attention, or have a matter placed on a future agenda for a more comprehensive action report. MATTERS FOR CONSIDERATION 1. Motion to approve the Minutes of the Special Meeting of September 23, 2014. 2. Closed Session: Conference with Real Property Negotiators: (Pursuant to Government Code Section 54956.8) Properties: 201, 207, 217-219 and 227 Grand Avenue Grand Avenue Agency Negotiators: Patrick O'Keeffe, Alex Greenwood Negotiating Parties: Brookwood and South San Francisco Successor Agency Under Negotiations: Price and terms for disposition of the property. 3. Resolution authorizing the Executive Director to enter into an Exclusive Negotiating Rights Agreement(ENRA)between the Successor Agency and Brookwood Equities LLC for the potential development of the properties at 201, 207, 217-219 and 227 Grand Avenue. (Alex Greenwood, Director of Economic and Community Development) ADJOURNMENT 01-'ERSIGHT BOARD REGULAR MEETING OCTOBER 21, 2014 AGENDA PAGE 3 SPECIAL MEETING DRATY :�4 MI ES o 11F0 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,-l'OP FLOOR 400 GRAIND AVENUE TUESDAY, SEPTEMBER 23, 2014 2:00 P.M. CALL TO ORDER Time: 2:03 p.m. ROLL CALL Present: Boardmembers Addiego, Christensen, Farrales*, Gross, Vice Chairperson Emsberger and Chairperson Cullen. Absent: Boardmember Scannell. *Boardmernber Farrales arrived at 2:07 p.m. PLEDGE OF ALLEGIANCE Led by Boardmernber Christensen, AGENDA REVIEW None. COMMUNICATIONS FROM STAFF None. PUBLIC COMMENTS None. MATTERS FOR CONSIDERATION 1. Motion to approve the Minutes of the August 19, 2014 Regular Meeting. Motion- Boardmember Christensen/Second- Vice Chair Ernsberger - to approve the Minutes of the Regular Meeting of August 19, 2014 as amended. Approved by the following voice vote: AYES: Boardinembers Addiego,Christensen,Farrales, Gross, Vice Chair Ernsberger and Chair Cullen;NOES: None; ABSTAIN: None; ABSENT: Boardmember Scannell. 2. Resolution approving the Recognized Obligation Payment Schedule(BOPS)for the period January through June 2015. (Bertha Aguilar,Management Analyst,Joe Martin, Finance Analyst) Finance Director Steele noted that the Recognized Obligation Payment Schedule (RODS) had already been approved by the Successor Agency and was now before the Board. Some of the RODS highlights included the biannual $3 million contribution to the Oyster Point Ventures since funds were being set aside in a trust account for a biotech campus at Oyster Point.After this latest contribution,there would be $24 million plus interest in the trust account. Staff was in the process of negotiating with developers for affordable housing at two sites downtown. Included in those negotiations were the remaining bond proceeds from the housing bonds which amounted to $2.38 million. In response to a point of a clarification by Chair Cullen,Finance Director Steele confirmed that the Board would also be approving the Administrative Budget as part of the ROPE. City Attorney Mattas explained that Item 69 pertained to the tenant improvements needed to make the third retail space at 636 El Camino Real usable.The improvements would roughly cost between$430,000 and $450,000, Consultant Sanchez replied to Boardmember Christensen's query on the number of acquired tenants,by explaining that they had 2 tenants so far and that the process of finding a third tenant would become easier when the first two tenants moved into their respective retail spaces. Chair Cullen expressed his concern about the high costs of the tenant improvements and questioned whether they should leave the space vacant if they could not get a good return on their investment. In response to farther questioning by Boardmember Christensen, staff clarified that they would not be expending on tenant improvements until a tenant was found for the third space. Boardmember Addiego noted that he understood Chair Cullen's concerns. Consultant Sanchez stated that the length of the leases would be 5 years with the option of extending for another 5 years twice. Thus, the leases would potentially range between 5 and 15 years for each tenant space. Motion- Boardmember Addiego/Second- Boardmember Christensen- to approve Resolution 4-2014. Approved by the fallowing roll call vote:AYES:Boardmembers Addiego,Christensen,Farrales,Gross, Vice Chair Ernsberger and Chair Cullen; NOES: None; ABSTAIN. None; ABSENT: Boardmember Scannell. OVERSIGHT BOARD MEETING SEI-FEMBER 23, 2014 MINITTI'S PAGE 2 3, Resolution approving an amendment to the Lease Agreement with Sitike Counseling Center for the facility at 306 Spruce Avenue. ECD (Armando Sanchez, Housing Consultant). Motion- Boardmember Farrales/Second- Boardmember Addiego- to approve Resolution 5-2014 as amended.Approved by the following voice vote:AYES:Boardmembers Addiego,Christensen,Farrales, Gross, Vice Chair Ernsberger and Chair Cullen; NOES: None; ABSTAIN: None; ABSENT: Boardmember Scannell. 4. Resolution approving an amendment to the Lease Agreement with the County of San Mateo for the facility at 306 Spruce Avenue. ECD (Armando Sanchez, Housing Consultant), Motion- Boardmember Addiego/Second- Boardmember Christensen-to approve Resolution 6-2014 as amended.Approved by the following voice vote:AYES:Boardmembers Addiego,Christensen,Farrales, Gross, Vice Chair Emsberger and Chair Cullen; NOES: None; ABSTAIN: None; ABSENT: Boardmember Scannell. 5. Report on information request from the Department of Finance regarding the Long Range Property Management Plan. ECD (Armando Sanchez, Housing Consultant). Consultant Sanchez updated the Board on some of the questions posed by the Department of Finance (DOF). The DOF made occasional requests for corrections of errors such as incorrect APN numbers. Other queries included requests for back up documentation such as development plans and designs for the future Caltrain station. He added that there had not been any rejections so far and expected that staff would be answering any additional questions by the DOF in the next 3-4 weeks. In response to a query by Boardmember Christensen,Consultant Sanchez clarified that the Board would approve any amendments to the Long Range Property Management Plan. ADJOURNMENT Chair Cullen adjourned the meeting at 2:36 p.m. Submitted. Approved: thryn Reodica, Deputy Clerk Neil Cullen, Chairperson Oversight Board for the Successor Oversight Board for the Successor Agency to the South San Francisco Agency to the South San Francisco Redevelopment Agency Redevelopment Agency OVERSIGHT BOARD MEEIING SEMI.'NBER 23, 2014 MINUTES PAGE 3 Ist-ledevelopment Successor . gency Oversight Board Staff Report DATE: October 21, 2014 TO: Members of the Oversight Board FROM: Alex Greenwood, Director of Economic and Community Development SUBJECT: RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO AN EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT (ENRA)BETWEEN THE SUCCESSOR AGENCY AND BROOKWOOD EQUITIES LLC FOR THE POTENTIAL DEVELOPMENT OF THE PROPERTIES AT 201, 207, 217-219 AND 227 GRAND AVENUE. RECOMMENDATION It is recommended that the Oversight Board adopt a resolution authorizing the Executive Director to enter into an Exclusive Negotiating Rights Agreement (ENRA) between the Successor Agency and Brookwood Equities LLC(Brookwood)for the potential development of 201, 207, 217-219 and 227 Grand Avenue. BACKGROUND/DISCUSSION In an effort to take advantage of favorable development conditions staff has continued to work with developers to advance the development of Successor Agency properties. On September 24,2014,the Successor Agency Board reviewed the proposed ENRA with Brookwood Equities(Brookwood)and voted to recommend to the Oversight Board that it adopt a resolution authorizing the Executive Director to enter into an ENRA (Exhibit A) with Brookwood that will lead to a Disposition and Development Agreement, The purpose of this report is to review the project,the ENRA,the benefits to the taxing agencies and the negotiating process that will lead to a Disposition and Development Agreement (DDA) with Brookwood. Development Proposal Brookwood is proposing to develop a mixed-use, mixed-income 90-unit development on two separate sites. The first development site consists of Successor Agency properties at Grand and Cypress Avenues (Grand-Cypress), see Table I and Exhibit B. The second development site is on City owned property at 418 Linden Avenue. Brookwood is proposing to develop the two sites together because it would be difficult to develop the sites individually due to their smaller size.This proposal is similar to the Sares-Regis ENRA the Oversight Board approved where assembling several sites leads to a feasible project. Combining the two sites into one program will yield sufficient units to attract institutional investors. Attracting equity capital to each project individually is possible but it would require identifying smaller investors—either a single small investor or a group of investors which is a smaller pool of capital resources to draw from. Staff Report Subject; Exclusive Negotiating Rights Agreement 201, 207, 217-219 & 227 Grand Avenue Page No 2 Because the sites depend on each other in order to move for-ward,this report will discuss both sites even though the Oversight Board is only taking action on the Grand-Cypress properties. Table 1 Grand-Cypress 418 Linden Total Land Area 27,200 square feet 14,000 square feet 41,200 square feet * 23,700 s.f. Successor Agency property * 3,500 proposed City acquisition Housing Units 60 units 30 units 90 units * 48 rnarket-rate e 24 market-rate ® 68 market-rate * 12 affordable @ 6 affordable e 18 affordable Parking 68 35 103 Retail 9,500 square feet 0 square feet square feet Strcces,-.vor Agency.Property Description The Grand-Cypress project(as described in Table 2 below and Exhibit B)consist of three contiguous parcels and one noncontiguous parcel owned by the Successor Agency. The total area of the Successor Agency properties is 23,700 square feet. Table 2 Address Land Area 201 Grand Avenue 6,200 square feet 207 Grand Avenue 3,500 square feet 217-219 Grand Avenue 10,500 square feet. 227 Grand Avenue 3,500 square feet Total Area SA Property 23,700 square feet The City is currently negotiating to acquire the property at 223-225 Grand Avenue. The City's acquisition of 223-225 Grand will link 227 Grand to the other properties thereby creating a 27,200 square foot development site, City Property Description The property at 418 Linden Avenue (see Exhibit B) is a 14,000 square foot parcel. The property is currently used as a parking lot, On September 24, 2014 the City Council authorized an ENRA with Brookwood Equities to advance the development efforts on this site, pending the approval of the Oversight Board on Grand-Cypress site,The City Council's action included approving the ENRA on the City's behalf and committing funding for the project (see the Financial Assistance section below). Staff Report Subject: Exclusive Negotiating Rights Agreement 201, 207, 217-219 & 227 Grand Avenue Page No 3 Project Description Brookwood's proposal for Grand-Cypress would consist of approximately 60 rental units and up to 9,500 square feet of retail space in four stories over a ground level parking podium with 68 parking spaces (1.1:1 ratio). Approximately 20% of the units (12) would be affordable. Although the developer will not prepare plans that encompass the entire 27,200 s.f. site until the Oversight Board approves the ENRA, they have previously prepared plans for a smaller 20,200 s.f. site that did not include 223-225 and 227 Grand. These conceptual plans are attached here as Exhibit C for information purposes only as an example of how the project will fit within the site. Brookwood's proposal for 418 Linden would consist of approximately 30 rental units in.three stories over a ground level parking podium with 35 parking spaces (1.1:1 ratio). The developer previously entitled 418 Linden Avenue,but the prof ect became financially infeasible due to the recent recession and features that included underground parking and 6,000 feet of retail space. The project will now be re-entitled to take advantage of a new provision in the Downtown Station Area Plan which will increase the number of units from 25 to 30, eliminate the retail space and may bring the parking to grade level. These changes will make the project economically feasible. For information purposes attached as Exhibit D are the plans the City previously approved. The project will be redesigned within the existing shell envelope and faqade. Staff has conducted a thorough analysis of the developer's pro forma for each site including construction costs, soft costs,residential and commercial rents and equity and tender rates of return. Staff believes the pro forma assumptions in each case represent acceptable market rates and that the proj ect as proposed with be financially feasible with City's and the Successor Agency's participation, Financial A ssistan ce Given the challenges of developing smaller sites, the City and Successor Agency can ensure the development of smaller development sites by a) the City providing a portion of the project funding for the inclusion of affordable units, and b)the Successor Agency temporarily deferring the revenue from the land sale. The City's participation makes the project feasible and attractive by reducing entitlement and financial risk. In total the City is proposing to contribute $1.9 million in housing bond funds and $1.6 million in City assets to advance the development of the two sites. The Successor Agency's deferral of sale proceeds is critical to making the projects feasible;howeverthis action will increase the total cash flow to the taxing agencies by dramatically increasing the assessed value of the properties. A full analysis of the benefits to the taxing agencies is discussed in the Financial Benefits to the Taxing Agencies section below. The complete proposed financial structure for the project is outlined in Table 3 below. As demonstrated in Table 3,the City would structure the value of the Successor Agency properties as an amortized,interest bearing loan that would be fully repaid in 10 years after project stabilization.The proceeds from these payments would be conveyed to County Controller for distribution pursuant to the approved compensation agreement. Staff Report Subject: Exclusive Negotiating Rights Agreement 201, 207, 217-219 &:227 grand Avenue Page No 4 Table 3 Grand-Cypress 41;$ Linden. Total Loan Financing City: 418 Land (est.) $700,000 $700,000 Successor Agency: Grand-Cypress $1,185,000 $1,185,000 Land (est.) City Loan $435,000 $435,000 Sub-Total $1,185,000 $1,135,000 $2,320,000 Grant Financing(Housing Bonds) 223-225 Grand Acquisition $1,000,000 $1,000,000 (est.) Affordable Housing Assistance $920,000 $480,000 $1,400,000 (est) Sub-Total $1,920,000 $480,000 $2,400,000 Total City/SA $3,105,000 $1,615,000 $4,720,000 Other Sources $32,466,771 $14,723,350 $47,190,121 Total Project Cost $35,571,771 $16,338,350 $51,910,121 Financial Benxflts to the Taxing Agencies As stated in the Long Range Property Management Plan (LRPMP), under present conditions, staff believes 21.7-219 Grand Avenue could be sold on its own for approximately$1.2 million. However, if this were to occur it is unlikely that the remaining unimproved properties could be sold in the foreseeable future. More importantly, the individual sale of 21.7-219 Grand Avenue would eliminate the possibility of developing a high density housing development that would fulfill the goals of the Redevelopment Plan, region and State with respect to developing transit oriented housing. The highest and best use of this property is to develop a project with high intensity uses as proposed by Brookwood. Although the taxing agencies would receive an immediate benefit from the sale of the 217-219 Grand Avenue, in the long run the taxing agencies would receive a greater benefit as a result of the development of the entire site from the property taxes generated by a new development. As summarized below and shown in more detail in Table 4 below and Exhibit E, the net financial benefit to the taxing agencies as a result of participating in this project would be almost $3.8 million more (in present value) over a 20 year period. The development of 418 Linden would further benefit the taxing agencies (as noted above, the development feasibility of 418 Linden is contingent on being jointly developed with Grand-Cypress). Including;the property tax increment from 418 Linden, the total benefit to the taxing agencies would be $12.6 million ($8.7 in present value) over a 20 year period. This is $9.9 million ($6.2 in present value) more the taxing agencies would receive than if the Grand-Cypress properties were sold individually. With a development estimated to be completed in 2016117, the breakeven point between the immediate sale of properties and the property tax generated from a new development would occur in approximately 6 years (2020121) for the taxing agencies. Staff Report Subject: Exclusive Negotiating Rights Agreement 2011, 207, 217-219 & 227 Grand Avenue Page No 5 Table 4 Nominal Cash Present Value Flows of Cash Flows Properties Individually Sold $2,730,527 $2,438,330 Grand-Cypress Development $9,095,339 $6,249,582 Combined Grand Cypress/418 $12,593,758 $8,657,674 Linden Development $10,000,000 $9,0()0,000 $7,0D0,000 $6,000,000 $5,000,000 $4,000,000 $3,000,0(x) $2,000,0(0 $0 5r % 'r-z� _Zr 9� '8 8 8 8 8 8 a 8 8 8 2� 8 8 8 E 23 S - - — - - - — — — — — — - - - — - — - PV sal[e -PVGrand Cypress&418 ... ......... Brookwood Development Tears The principals of Brookwood include Shepherd I-leery, Brookwood's CEO and co-founder whose experience includes major high-rise projects in South San Francisco, Atlanta, Oakland, San Francisco, and Tokyo; Alan Katz,Brookwood's president whose experience includes being Senior Vice President of Development at Stockbridge Real Estate Funds and developed Park Place at Bay Meadows, a mixed-use transit oriented development in San Mateo; Jelani Dotson whose experience includes 12 years of professional design and development experience on bay area properties both as sponsor and consultant. Exclusive Negotiating Rights Agreement(ENRA) The Successor Agency Board recommends the Oversight Board approve an ENRA to allow staff to negotiate the development of the multi-site project. During the negotiating period,the City and the developer will pursue the entitlement of both sites. In addition,as described in the Approvals section below, staff will prepare and present a compensation agreement to the taxing agencies for approval prior to the execution of a DDA. Upon the execution of a compensation agreement with the taxing agencies, the successful entitlement of the projects, and the developer securing all equity and loan financing,the properties would be conveyed to the developer.The Successor Agency is not assuming any risk with the Grand-Cypress properties as would not be conveyed until the project is fully funded and entitled. To ensure a successful project the City will monitor both the quality of the development and the projects finances starting with the design of the project all the way through property disposition. Exhibit B of the ENRA stipulates the key terrns of the future DDA which include- Staff Report Subject- Exclusive Negotiating Rights Agreement 201, 207, 217-219 & 227 Grand Avenue Page No 6 1. The City Council will have the night to review and have input in the design of the proposed developments. 2. The DDA and all agreements will stipulate a fixed maximum amount of funds (including land value)that the City and the Successor Agency will contribute to the development of the projects. 3, The DDA and all agreements will stipulate a fixed loan interest rate for City and Successor Agency loan funds. 4. The land will not be conveyed until the developer has secured all of the funding and project entitlements necessary to complete the project. Approva1v Because the Successor Agency owns the Grand-Cypress properties and the California Department of Finance (I)OF) has oversight review of Successor Agency properties, the Successor Agency faces additional steps and coordination in the disposition of the properties. This includes a condition that prior to transferring the Grand-Cypress properties to the City for disposition, the City and the Taxing Entities will enter into a Compensation Agreement pursuant to Section 34180(f) of the dissolution statutes. Table 5 below outlines the steps the Successor Agency Board, Oversight Board and DOF will need to take to advance this project. Table 5—Disposition Process Grand-Cypress Pry�er ies Disposition Schedule • Successor Agency Approves ENRA • Oversight Board approves ENRA • DOF approves ENRA • DOF approves Successor Agency's 1.,ong Range Property Management Plan authorizing transferring the properties to the City • City Council approves Compensation Agreement with Taxing Agencies • Taxing Agencies approve Compensation Agreement • DOF Approves Compensation Agreement a, City Approves DDA CONCLUSION It is recommended that the Oversight Board adopt a resolution authorizing the Executive Director to enter into an Exclusive Negotiating Rights Agreement(ENRA)between the Successor Agency and Brookwood Equities LLC (Brookwood) for the potential development of 201-227 Grand Avenue. By: Approved: Alex Greenwood ike Futre Director of Economic and Executive Director Community Development Staff Report Subject: Exclusive Negotiating Rights Agreement 201, 207, 217-219 & 227 Grand Avenue page No 7 Attachments. Resolution Exhibit A—Exclusive Negotiating Rights Agreement (ENRA) Exhibit B, —Map of Properties Exhibit C— Grand-Cypress Concept Plans Exhibit D —X118 Linden Entitled Project Plans Exhibit E—Property Tax Increment Projections for Grand-Cypress and 418 Linden RESOLUTION NO._ OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY APPROVING AN EXCLUSIVE NEGOTIATION RIGHTS AGREEMENT WITH BROOKWOOD EQUITIES LLP FOR POTENTIAL DISPOSITION AND DEVELOPMENT OF 201-227 GRAND AVENUE AND 418 LINDEN AVENUE WHEREAS, the Successor Agency ("Agency") is the owner of certain real property (the "Successor Agency Property") located in the City of South San Francisco, California, known as County Assessor's Parcel Numbers 012-316-110 (201 Grand Avenue), 012-316-100 (207 Grand Avenue), 012-316-090 (217-219 Grand Avenue), and 012-316-070 (207 Grand Avenue); and WHEREAS, the City of South San Francisco ("City") is the owner of certain real property located in the City of South. San Francisco, California,known as County Assessor's Parcel Number 012-314-010 ("418 Linden Avenue"); and WHEREAS, the Successor Agency Property was transferred from the City of South San Francisco to the Agency pursuant to Grant Deeds; and WHEREAS, on June 29, 2011 the legislature of the State of California (the "State") adopted Assembly Bill x 1 26 ("AB 26"), which amended provisions of the Redevelopment Law; and WHEREAS, pursuant to AB 26 and the California Supreme Court decision in California Redevelopment Association, et al. v. Ana Matosantos, et al,, which upheld AB 26 (together with AB 1484, the "Dissolution Law"), the Redevelopment Agency was dissolved on February 1, 2012; and WHEREAS, pursuant to the Dissolution Law, the Agency has prepared and the Oversight Board has approved a Long Range Property Management Plan ("LRPMP") which is presently under review by California Department of Finance ("DOF"); and, WHEREAS, the LRPMP being reviewed by the DOF includes development plans for the Successor Agency Property; and, WHEREAS, DOF approval of a LRPMP authorizing a process for conveyance of the Successor Agency Property is required prior to conveyance of the Successor Agency Property, and, WHEREAS, the City and Agency are interested in selling 418 Linden and the Successor Agency Property to Brookwood Equities LLP, a Delaware limited liability company("Developer") contingent upon Developer securing all of funding for the Project and applying for land use entitlements from the City of South San Francisco and if such funding is secured and entitlements are granted constructing approximately 90 multi-family residential units ("Project") of which approximately 18 will be affordable to low- and moderate-income households on 418 Linden Avenue and the Successor Agency Property; and, WHEREAS, the Developer has requested the exclusive right to collaborate with City to develop the project and negotiate with the City and Agency for the purpose of reaching agreement on a project description, appropriate land uses, economic feasibility, and a definitive agreement whose tennis and conditions would govern any conveyance of 41.8 Linden and Successor Agency Property and the development of 418 Linden and the Successor Agency Property; and WHEREAS, City as Housing Successor Agency shall contribute $921,600 during entitlement period for predevelopment costs for both sites; and WHEREAS, City desires to grant Developer the exclusive right to collaborate and negotiate with City with regard to development of the 418 Linden and the Successor Agency Property; and WHEREAS, the Successor Agency Counsel has prepared an Exclusive Negotiation bights Agreement ("Agreement") with Developer to reflect the terms and conditions of such exclusive collaboration and negotiation, 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 fornn attached hereto, is hereby approved, and the Executive Director or his designee is hereby authorized to execute it on behalf of the Successor Agency, to make revisions to the Agreement, with review and approval by the Agency Counsel, which do not materially or substantially increase the Agency's obligations thereunder; to sign all documents; to make all approvals and take all actions necessary or appropriate to carry out and implement the intent of this Resolution. PASSED AND ADOPTED this 22"d day of October, 2014,by the following vote: AYES: NODES: ABSTAIN: ABSENT: ATTEST: APPROVED: Successor Agency Clerk Chair 231.2(42.1 2 EXHIBIT A DRAFT EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT by and amongst BROOKWOOD EQUITIES LLC, CITY OF SOUTH SAN FRANCISCO and SOUTH SAN FRANCISCO SUCCESSOR AGENCY Page 0 X A", THIS EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT (this "Agreement") is entered into by and between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation ("City"), the SOUTH SAN FRANCISCO SUCCESSOR AGENCY, a public agency ("Agency"), and BROOKWOOD EQUITIES LLC, a limited liability company, ("Developer") dated as of (the "Effective Date"), which is the date this Agreement was approved by the South San Francisco Oversight Board. Agency and Developer are each referred to as "Party" or collectively referred to as the "Parties." WHEREAS, the City is the owner of certain real property ( "418 Linden") located in the City of South San Francisco, California, known as County Assessor's Parcel Numbers 012-314- 010 (418 Linden Avenue), and the Agency is the owner of certain real property ("Grand- Cypress") located in the City of South San Francisco, California, known as County Assessor's Parcel Numbers 012-316-110, 012-316-100, 012-316-090 and 012-316-070 (201-227 Grand Avenue - excluding 223-225 Grand Avenue); as more particularly described in Exhibit A. attached hereto and incorporated herein by this reference; and WHEREAS, Developer intends to create two special purpose entities: Brookwood, Cypress Venture LLC ("BCV") for Grand-Cypress and Brookwood Linden Venture LLC ("BLV") for 418 Linden to serve as the ownership entities for the Projects; and WHEREAS, Grand-Cypress was transferred from the City of South San Francisco to the Agency pursuant to Grant Deeds recorded on September 27, 2013; and WHEREAS, on June 29, 2011 the legislature of the State of California (the "State") adopted Assembly Bill X 26 ("AB 26"), which amended provisions of the Redevelopment Law; and WHEREAS, pursuant to AB 26X and the California Supreme Court decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., which upheld AB 26 (together with AB 1484, the "'Dissolution Law"), the Agency was dissolved on February 1, 2012; and WHEREAS, pursuant to the Dissolution Law, the Agency has prepared and the South San. Francisco Oversight Board has approved a Long Range Property Management Plan ("LRPMP") which is presently under review by the State of California Department of Finance ("DO+ F"); and WHEREAS, the LRPMP being reviewed by the DOF includes development plans for Grand-Cypress which are consistent with this Agreement; and, WHEREAS, DOF approval of a LRPMP authorizing a process for conveyance of the Property is required prior to conveyance of the Property, and EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT BROOKWOOD EQUITIES 2331276 EXMBIT A DRAFT WHEREAS, the Oversight Board approved this Agreement on 2014 and DOF approved the Agreement on , 2014, WHEREAS, the City is interested in selling 418 Linden and the Agency is interested in selling Grand-Cypress to Developer contingent upon Developer preparing all appropriate environmental review documents, and applying for land use entitlements from the City of South San Francisco and if such entitlements are granted constructing approximately 90 multi-family residential units ("Project") on the Properties; and WHEREAS, Developer anticipates expending funds to prepare environmental review documents, architectural and design drawings and conduct certain studies that are needed to assess, the feasibility of the Project, and requires a grant of exclusive negotiating rights in order to be willing to make such expenditures; and WHEREAS, on 1 2014 the City approved this Agreement and directed staff to negotiate a Disposition and Development Agreement ("DDA") for the Property with Developer; and WHEREAS, at its meeting on 2014 the Agency approved this Agreement and directed staff to negotiate a DDA for the Property with Developer, 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. 1. Good Faith Efforts to Negotiate. The Parties will use their best efforts to successfully negotiate a DDA between the Parties which will (i) describe the terms and conditions governing the purchase of 418 Linden and Grand-Cypress by Developer (together "Property"), and (ii) set forth requirements and entitlements for the Project. The Parties will diligently and in good faith pursue such negotiations. Furthen-nore, the Parties will use their best efforts to obtain any third-party consent, authorization, approval, or exemption required in connection with the transactions contemplated hereby, This Agreement does not impose a binding obligation on the City or Agency to convey any interest in the Property to Developer, nor does it obligate City to grant any approvals or authorizations required for the Property or any project or improvements constructed thereon, a. If Developer has not continued to negotiate diligently and in good faith, Agency will give written notice thereof to Developer who will then have ten (10)business days to commence negotiating in good faith. Following the failure of Developer to thereafter commence negotiating in. good faith within such ten (10) business day period, this Agreement may be terrninated by Agency or City, b. If the City or Agency have not continued to negotiate diligently and in good faith, Developer will give written notice thereof to Agency which will then have ten (10) business days to commence negotiating in good faith. Following the failure Page 12 EXHIBIT A DRAFT of Agency to thereafter commence negotiating in good faith within such ten (10) business-day period, this Agreement may be terminated by Developer. 2. Developer's Exclusive Right to Negotiate With Agency. Agency and City agree that it will not, during the term of this Agreement, directly or indirectly, through any officer, employee, agent, or otherwise, solicit, initiate or encourage the submission of bids, offers or proposals by any person or entity with respect to the acquisition of any interest in the Property or the development of the Property, and Agency will not engage any broker, financial adviser or consultant to initiate or encourage proposals or offers from other parties with respect to the disposition or development of the Property or any portion thereof. Furthermore, City or Agency will not, directly or indirectly, through any officer, employee, agent or otherwise, engage in negotiations concerning any such transaction with, or provide information to, any person other than Developer and its representatives with a view to engaging, or preparing to engage, that person with respect to the disposition or development of the Property or any portion thereof. 3. Term. and Process CE QA Documents and Land Use Entitlements for the Project. a. The term of this Agreement ("Term") commences on the Effective Date, and will terminate seven (7) months from the date on which the City Council approves the Downtown Station Area Plan (and related FIR Rezoning), unless extended or earlier terminated as provided herein. b. Developer will prepare all documents necessary for complete application for the Project and will submit those documents to the City within ninety(90) days of the Effective Date of this Agreement, C. Developer will take all actions necessary to obtain all required City land use entitlements necessary for the Project prior to expiration of this Agreement. d. During the Term, Developer will provide Agency with progress reports every ninety (90) days with respect to Developer's due diligence review of the Property, commencement of environmental requirements under CEQA., preparation of architecture and construction plans, general progress toward development of the Property and obtaining all necessary land use entitlements from the City. e. During the Term, City and Agency will provide Developer with progress reports a minimum of every ninety (90) days with respect to the Agency's progress with the DOF approval of a LRPMP and the conveyance of the Property to the Developer and the City's progress with respect to processing and approval of the DSA Plan, EIR and Rezoning. f. The Term of this Agreement may be extended for up to a maximum of ninety(90) additional days upon the mutual written agreement of Developer, City and Agency acting through and in the discretion of its Agency Executive Director/City Page 13 EXHIBIT A DRAFT Manager or his/her designee ("Ageney Executive Director"). Developer understands that the Agency and City will only consider an extension of the Term of this Agreement where Developer has demonstrated, to the City and Agency's satisfaction, substantial progress towards development of the Properties, by submittal of a pen it application, the receipt of any City required environmental review documents necessary to satisfy CEQA, submittal of architecture and construction plans, payment of any applicable processing and plan check fees or undergoing City review of any necessary land use entitlements including a development agreement. 4. Relationship of the Parties. Nothing in this Agreement creates between the Parties the relationship of lessor and lessee, of buyer and seller, or of partners or joint venturers. 5. Terms and Conditions of the DDA . The Parties agree to use their best efforts to successfully negotiate a DDA including, but not limited to, the terms set forth in Exhibit B, The Parties agree the tennis shall be based on those set forth herein and in Exhibit B attached hereto and incorporated herein by reference. 6. Developer's Studies; Right of Entry. a. During the Term of this Agreement, Developer will use its best efforts to prepare, at Developer's expense, any studies, surveys, plans, specifications and reports ("Developer's Studies") Developer deems necessary or desirable in Developer's sole discretion, to complete its due diligence for the Properties. Developer's Studies may include, without limitation, title investigation, marketing, feasibility, soils, seismic and environmental studies, financial feasibility analyses and design studies. The Developer will have rights of access to the Properties to prepare the Developer's Studies. b. Developer hereby agrees to notify the City and the Agency twenty-four(24) hours in advance of its intention to enter 418 Linden and Grand-Cypress, respectively. C. Developer will provide the City and the Agency with work plans, drawings, and descriptions of any intrusive sampling it intends to do. Developer must keep the Properties in a safe condition during its entry. Developer shall repair, restore and return the Properties to their condition immediately preceding Developer's entry thereon at Developer's sole expense. d. Without limiting any other indemnity provisions set forth in this Agreement, Developer shall indeninify, defend (with counsel approved by City and Agency) and hold the City and the Agency, their officials, officers, employees, and volunteers harmless from and against all claims resulting from or arising in connection with entry upon the Property by Developer or Developer's agents, employees, consultants, contractors or subcontractors pursuant to this Section 6. Developer's indemnification obligations set forth in this Section 6 shall survive the termination of this Agreement. Page u 4 EXHIBIT A DRAFT C. If upon expiration of the Term of this Agreement the Parties have not successfully negotiated a DDA, Developer will provide City and Agency within fifteen (15) days following said date of expiration copies of the Developer's Studies completed by such date. Developer will also provide City and Agency with copies of any Developer's Studies completed after the expiration of the Term within fifteen (15) days following completion of such studies, or if Developer intends not to complete any Developer Studies, Developer will provide City and Agency with copies of such uncompleted studies. 7. City's Reports and Studies. Within twenty(20) days following the Effective Date, City will make available to Developer for review or copying at Developer's expense all nonprivileged studies, surveys, plans, specifications, reports, and other documents with respect to the Property that City has in its possession or control, which have not already been provided. Studies or documents prepared by City and its agents solely for the purpose of negotiating the terms of a DDA are not required to be provided by City to Developer and are excluded from this requirement. 8. Agency's Reports and Studies. Within twenty (20) days following the Effective Date, Agency will make available to Developer for review or copying at Developer's expense all nonprivileged studies, surveys, plans, specifications, reports, and other documents with respect to the Property that Agency has in its possession or control, which have not already been provided. Studies or documents prepared,by Agency and its agents solely for the purpose of negotiating the terms of a DDA are not required to be provided by Agency to Developer and are excluded from this requirement. 9. Developer's Pro_F orma, Evidence of Financing and Schedule for..C.onveyanee of Property Following Potential Approval of a DDA. a. At least 45 days prior to Agency consideration of the DDA, Developer will provide City and Agency with a pro forma for the Project that confirms the financial feasibility of Developer's proposed development of the Property and planned financing for the Project. The parties agree that the DDA will contain language that provides that: (1) not later than forty-five (45) day prior to conveyance of the Property, Developer will provide evidence satisfactory to City and Agency that Developer has secured binding commitments, subject only to commercially reasonable conditions, for all funding necessary for the successful purchase of the Property and completion of the Project, and (2) prior to conveyance of the Property Developer shall obtain approval of final construction plans for Grand-Cypress and 418 Linden properties, and issuance of building permits for Grand-Cypress and 418 Linden properties. Not later than forty five (45) days prior to consideration of the DDA, Developer shall provide a development schedule for all Property. 10. Full Disclosure. Developer is required to make fall disclosure to City and Agency of its principals; officers; major stockholders, partners or members;joint venturers; negotiators; development managers; consultants and directly involved managerial employees (collectively, "Developer Parties"); and all other material information Page 15 EXHIBIT A DRAFT concerning Developer. Any change in the identity of the Developer Parties will be subject to the approval of Agency, which will not be unreasonably withheld. Developer will make and maintain full disclosure to Agency of its methods of financing to be used in the acquisition and development of the Property. It. Capital Contributions During Entitlement Period. City shall contribute up to $921,600 of affordable housing funds during the entitlement period/ENRA Tenn for predevelopment costs. The advancement of any portion of these funds shall be based on a budget which shall be subject to approval by the City and upon submission of invoices by Developer which are consistent with the approved budget and which are subject to approval by the City. Developer shall contribute Fifty Thousand Dollars ($50,000) to each of two projects during the entitlement period/ENRA Tenn (total $100,000). Developer shall make payments of $12,500 for each of the two projects every sixty (60) days-until the $100,000 is fully paid, with the first payment due 60 days after ENRA execution. 12. Reserved. 13. Confidentiality-, Dissemination of Information. To the extent permitted by law, during the tenn of this Agreement, each Party will obtain the consent of the other Parties prior to issuing or permitting any of its officers, employees or agents to issue any press release or other information to the press with respect to this .Agreement; provided however, no Party will be prohibited from supplying any information to its representatives, agents, attorneys, advisors, financing sources and others to the extent necessary to accomplish the activities contemplated hereby so long as such representatives,, agents, attorneys, advisors, financing sources and others are made aware of the terms of this Section. Nothing contained in this Agreement will prevent any Party at any time from furnishing any required information to any governmental entity or authority pursuant to a legal requirement or from complying with its legal or contractual obligations. 14. Execution of DDA. Neither the City nor the Agency has a legal obligation to grant any approvals or authorizations for the sale of 418 Linden and Grand-Cypress, respectively, or any development thereon until the DDA for 418 Linden has been approved by the City and the DDA for Grand Cypress has been approved by the city and the Agency, the South San Francisco Oversight Board and the California Department of Finance, if necessary. Such consideration and potential approval shall not occur until the City and the Agency have completed, considered and certified/approved any required CEQA environmental review documents. 15. Termination. a. City or Agency shall have the right to terminate this Agreement with thirty (30) days' written notice. b. Developer has the right to cure within a sixty(60) day period. Page 16 EXHIBIT A DRAFT C. Developer shall have the right to terminate this Agreement with cause, upon sixty (60) days' written notice to City and Agency, if funding cannot be obtained, d. City has the right to cure within a sixty(60) day period. e. This Agreement may be tenninated at any time by mutual consent of the Parties, L City and Agency will have the right to tenninate this Agreement upon its good faith determination that Developer is not proceeding diligently and in good faith to carry out its obligations pursuant to this Agreement. Agency will exercise such right in accordance with the provisions set forth in Section 1 of this Agreement. 9. Neither Party shall have the right to seek an award of damages as a result of termination pursuant to this section. h. With Termination prior to the Commencement of Construction, City and Agency retains ownership of the Proper-ties. 16. Effect of Ten-nination, Upon termination as provided herein, or upon the expiration of the Terin and any extensions thereof without the Parties having successfully negotiated a DDA, this Agreement will. forthwith be void, and there will be no further liability or obligation on the part of either of the Parties or their respective officers, employees, agents or other representatives; provided however, the provisions of Section 13 (Confidentiality; Dissemination of Information), Section 18 (Indernnification), and Section 22 (Brokers) will survive such termination. Provided further, that upon termination or expiration of this Agreement without the Parties having successfully negotiated a DDA, Developer will deliver to the City and the Agency all of the Developer's Studies pursuant to the provisions of Section 6 of this Agreement. 17, Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement will 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 will be sent by-, a. Personal delivery, in which case notice is effective upon delivery; b. Certified or registered mail, return receipt requested, in which case notice will be deemed delivered on receipt if delivery is confinned by a return receipt; C. 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; d. Facsimile transmission, in which case notice will be deemed delivered upon transmittal, provided that Pagel ? EXHIBIT A DR-AFT i. A duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery, or ii. A transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile will be considered to have been received on the next business day if it is received after 5.00 p.m, recipient's time or on a nonbusiness day. City/Agency: City of South San Francisco and South San Francisco Successor Agency 400 Grand Avenue South San Francisco, CA '94080 Attn: City Manager Tel (650) 877-8501 Fax (650) _ with a copy to: Meyers Nave Attn: Steve Mattas 575 Market Street, Suite 2080 San Francisco, CA 94105 Tel (415) 421-3711 Fax (415) Developer: Brookwood Equities, LLC Two Embareadero Center, Suite 2910 San Francisco, CA 94111 Attn: S. Shephard Heery Phone: (415) 402-0800 Facsimilie: (415) 399-9367 With a copy to: Brookwood Group, Inc. 1819 Peachtree Road NE Atlanta, GA 30309 Attn: Linda C. Simon Phone: (404) 350-9988 Facsimile. (404) 605-8906 18. Indemnification. Developer hereby covenants, on behalf of itself and its permitted successors and assigns, to indemnify, hold harmless and defend the Agency and the City of South San Francisco and their elected and appointed officials, officers, agents, representatives and employees ("Indemnitees") from and against all claims, costs (including without limitation reasonable attorneys' fees and litigation costs) and liability, arising out of or in connection with this Agreement and/or arising out of or in connection with the Developer's access to and entry on the Property pursuant to Section 6 of this Agreement; provided however, Developer will have no Page� 8 EXHIBIT A DRAFT indemnification obligation with respect to the gross negligence or willful misconduct of any lndemnitee. 19. Severability. if any term or}provision of this Agreement or the application thereof will, to any extent, be held to be invalid or unenforceable, such terra or provision will 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. 20. Entire AgrcemcntL,Amendments In Westin ° Counte arts. 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 will be an original and all of which together will constitute one agreement. 21. Successors and Assigns; No Third-Party Beneficiaries, This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided however, that neither Party will 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 will be void. Notwithstanding the foregoing, Developer is permitted to assign this Agreement without such written consent, provided that Developer assigns this Agreement to an entity that is wholly controlled by Developer. Subject to the immediately preceding sentence, this Agreement is not intended to benefit, and will 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. 22. Brokers. Each Party warrants and represents to the other that no brokers have been retained or consulted in connection with this transaction. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The terms of this Section will survive the expiration or earlier termination of this Agreement. 23. Ca Lions. The captions of the sections and articles of this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions hereof. 24. Gove MJn_g Law. This Agreement will be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. Page A 9 EXHIBIT A DRAFT CITY By: Mike Futrell City Manager AGENCY By: — Mike Futrell Executive Director ATTEST: By: Agency Clerk APPROVED AS TO FORM: By: Steven Mattas Agency Counsel DEVELOPER By: S. Shepard Heery Cbaim-ian and Chief Executive Officer Page 14 EXHIBIT A DRAFT Exhibit A PROPERTY (Attach legal description of Property) Page 0 I I EXHIBIT A DRAFT ENRA EXHIBIT A Term Sheet Terri Description City's Right to Review 0 The City Council will have the right to review and have input in the design of the proposed developments HEART Funding 0 Funding by the Housing Endowment and Regional Trust (HEART) of San Mateo County is a critical component of Brookwood's proposal. If HEART does not commit its funds, the City or Agency has the right to terminate the ENRA and all other related agreements Amount of Funds The DDA and all agreements will stipulate a fixed maximum amount of funds, including land value, that the City and the Successor Agency will contribute to the development of the projects Loan Interest Rate 0 The DDA and all agreements will stipulate a fixed loan interest rate for City and Successor Agency loan funds Project Financing ® Total Project Cost is $51,910,121. City and Successor Agency will advance $4,720,000 of Project Costs; the remaining $47,190,121 will come from other sources. City and Successor Agency will fund the Projects through Loan and Grant Financing 0 Loan Financing o Successor Agency will loan. $1,1.85,000 for the Grand- Cypress Project in the form of a land dedication secured by a promissory note and deed of trust in favor of the Successor Agency Page 12 EXHIBIT A DRAFT In addition, the loan will be subject to a compensation agreement between the Successor Agency and the taxing entities which itself is subject to approval by the Oversight Board and DOF. For 418 Linden, City will finance $435,000 in the form of a City Loan, subject to a promissory note and deed of trust in favor of the City, and an estimated $700,000 in the form of 418 Linden Land dedication o Loan Financing will be repaid to City/Successor Agency with interest a Grant Financing o An estimated $1,000,000 grant will be used to acquire 223-225 Grand. Grand-Cypress will also receive an estimated $920,000 Grant Financing through Affordable Housing Assistance o 418 Linden will receive an estimated $480,000 Grant Financing through Affordable Housing Assistance Conveyance of Land 0 Land will not be conveyed until the developer has secured all of the funding commitments and project entitlements necessary to complete the project Time to Acquire Project Entitlements a Developer will obtain project entitlements of both projects by the end of the El'*RA period Deferred Fees Developer will defer collection Developer fees in the amount of $121,550 for Linden and $296,250 for Grand ($417,800 total) for development fees earned during the entitlement period. In the event the Project is not entitled and constructed, City and Successor shall have no obligation to pay the deferred fees and Developer shall Page 13 EXHIBIT A DRAFT waive any right on behalf of itself or any successors or assignees to collect the deferred fees. Project Delay ® One Project may proceed independently should the other Project be delayed Development Processing Fees 0 Developer shall be subject to all applicable fees imposed by the City for processing land use entitlements as set forth in the City's adopted Master Fee Resolution dated June—, 2014 and any applicable cost recovery and indemnifications agreements Prevailing Wages for Construction Yes Sites 0 Grand-Cypress (201-227 Grand Avenue excluding 223-225 Grand Avenue) 0 418 Linden Avenue Development Type Market-rate rental units and affordable units Height (floors) a Grand Cypress –three to six stories 0 418 Linden–four stories Proposed Number of Units 90 Total units 0 Grand Cypress – 60 units 0 418 Linden–30 units Unit Size Composition 0 40% One-bedroom 0 60% Two-bedroom Market-rate Residential Units Approximately 72 units Affordable Units Approximately 18 units Design and Construction Period 0 Six (6) months for bridging contract documents and contractor bidding • Six (6) months for construction documents • Sixteen (16) months for construction 2331276 2 Page 114 3c'�C�YS,t7 I � a 3rt�y nor ' , � � •� I .,•'`"" TS) 'L24 76 ®4 N toy.� w ar All z a a s a k R h o a �y �q P �1 'R N _ 1_ -- an.0 on w lip Lq A Z .�Wyw 'm W/�W'Q 'k UAW a 1 q °err° m C 4 �nr OtlC 00? '3AIh" Rtl� EXHIBIT C ��IN , r %' //m/041 / / f ,✓..,,,/ �lll ,,! /r ,.%lY i, r/i,/,� „/w/ �/ r rrii ,�;,.:r /,// �� ,,rl r%!�S�%�� � �� Ir / % %;;; , Jai /1 �l�rr. r ,f,!�f r„ fr �r � Isk- kol 0/ i, 1 ", 1�sIJ1J �� r / , /�/�//�f .: �W W))� �J')!��IlY�y1J�)lyll)';7➢iNY},`'..W1?YL.,, �, ,r= �� ��,, iw rri'�//r///////: ri:. r ,,,..;; ._, rWP(ll„ ©' 32' 64' 128'mom= Brookwoold Group CYPRESS GROD MIXED USE SOUTH SAN FRANCISCO, CA PROJECT I d e v a n s CONCEPTUAL PRESENTATION FORT" DECEMBER 12, 2012 EXHIBIT C 14(x'-0 ui Lu_..m... ' FX) a C\i __j CD C) Ln W -� CD CD �� rl LO r" c (b cv F— LO CD ry c3 CC3 C3 1401- (E) BUILDING TO BE REMOVED, TYP. ,�------~�-_--='_ -. 'CYPRESS AVENI E (E) INTERIOR LOT LINES PRIOR TO LOT MERGE 111INIM PROPOSED SITE 1- 16- 32' 64� Brookwood Gro!up CYPRESS GRAND MIXED USE SOUTH SAN FRANCISCO, CA PROJECT gouldevans CONCEPTUAL PRESENTATION NORTH DECEMBER 1 , 2012 EXHIBIT C w Uj w 0 2f co TRANSFER STAIR HORIZ,EXIT H,c w L✓ — — ® ._. RETAIL 2 49 STALLS 2' 0 3-TIER PUZZLE LIFT PARKING 35-0" r MEM BIKE AND GENERAL STORAGE LOBBY fp ."� CO c'r RETAIL'1 5,580 �. - = PUBLIC OPEN _ a CYPRESS AVENUE GROUND LEVEL SCHEME Brookwood CYPRESS GR4ND MIXED USE SOUTH SAN FRANCISCO, CA PROJECT CONCEPTUAL PRESENTATION 77 NORTH DECEMBER 12, 2012 ROOF TERRACE- LOBBY 2 BDRM 2+BDRM 900 1,150 2 BDRM 875 1+BDRM 850 2+BDRM 2+BDRM ~ 1,000 1,000 STORAGE 1+BDRM 850 2+BDRM 1+BDRM 1,115 800 1+BDRM 795 2+BDRM 1,033 sE OOR SCHEME 2 Brookwood Group CYPRESS GRAND FIXED USE SOUTH SAN FRANCISCO, CA PROJECT o u e v a n s CONCEPTUAL PRESENTATION NORTH DECEMBER 12, 2012 EXHIBIT C W Lli J ry d IL L IL ME 4 ui PODIUM �' wi �.,,,.. ., . TERRACE co PARKING ____a L___J a... i L L----J I,---J L—.-! 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