HomeMy WebLinkAbout2016-01-29 e-packet SPECIAL MEETING
OVERSIGHT BOARD FOR THE
SUCCESSOR AGENCY TO THE CITY OF
IFO 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
FRIDAY, JANUARY 29, 2016
2:00 P.M.
NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the
State of California, the Oversight Board for the Successor Agency to the City of South San Francisco
Redevelopment Agency will hold a Special Meeting on Friday, the 29th day of January, 2016, at 2:00
p.m., in the Large Conference Room, Top Floor at City Hall, 400 Grand Avenue, South San
Francisco, California.
In accordance with California Government Code Section 54957.5, any writing or document that is a
public record, relates to an open session agenda item, and is distributed less than 72 hours prior to a
regular meeting will be made available for public inspection in the City Clerk's Office located at City
Hall. If, however, the document or writing is not distributed until the regular meeting to which it
relates, then the document or writing will be made available to the public at the location of the
meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue, South San
Francisco, California 94080.
In compliance with Americans with Disabilities Act, if you need special assistance to participate in
this meeting, please contact the South San Francisco City Clerk's Office at (650) 877-8518.
Notification 48 hours in advance of the meeting will enable the City to make reasonable
arrangements to ensure accessibility to this meeting.
Chairperson: Selected b
Neil Cullen Largest Special District of the type in H&R
Code Section 34188
Vice Chair: Selected b :
Michael Krause San Mateo County Superintendent of Schools
Assistant Superintendent, Business Services
South San Francisco Unified School District
Alternate: Vacant
Superintendent, South San Francisco Unified School District
Board Members: Selected b
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:
Valerie Sommer—Interim Assistant City Manager, City of South San Francisco
Richard Lee—Finance Director, City of South San Francisco
Alex Greenwood—Director of Economic and Community Development, City of South San Francisco
Steve Mattas—Assistant 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
COMMUNICATIONS FROM STAFF
SPECIAL OVERSIGHT BOARD MEETING JANUARY 29,2016
AGENDA PAGE2
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. Resolution approving a License Agreement with Pacific Gas &Electric (PG&E) to
temporarily use a vacant, unimproved property on Antoinette Lane for a contractor office,
staging area and employee parking. (Mike Lappen, ECD: Coordinator).
2. Resolution approving an amendment to the Exclusive Negotiating Rights Agreement (ENRA)
with Miller Cypress, LLC authorizing a 90 day extension. (Ron Gerber, Housing Manager).
3. Informational Report: on (a) Overview of upcoming projects in 2016 to implement the Long
Range Property Management Plan (LRPMP); and (b) Background information on the real
estate development process. (Ron Gerber, Housing Manager).
4. Resolution approving the Recognized Obligation Payment Schedule ("ROPS") for the period
July 2016 through June 2017 (REPS 16-17). (Richard Lee, Finance Director).
FUTURE AGENDA ITEMS
ADJOURNMENT
SPECIAL OVERSIGHT BOARD MEETING JANUARY 29,241.6
AGENDA PAGE3
Redevelopment Successor Agency Oversight Board
11po Staff Report
DATE: January 29, 2016
TO: Chair and Successor Agency Board
FROM: Alex Greenwood, Economic and Community Development Director
SUBJECT: A RESOLUTION APPROVING A LICENSE AGREEMENT WITH PACIFIC
GAS & ELECTRIC (PG&E) TO TEMPORARILY USE A VACANT,
UNIMPROVED PROPERTY ON ANTOINETTE LANE (APN 93-312-050)
IN SOUTH SAN FRANCISCO FOR A CONTRACTOR OFFICE, STAGING
AREA AND EMPLOYEE PARKING
RECOMMENDATION
It is recommended that the Oversight Board adopt a resolution approving the attached draft
License Agreement with the Pacific Gas & Electric Company (PG&E) to temporarily use the
vacant site on Antoinette Lane for a contractor office, staging area and employee parking for
the period from March 1, 2016 through December 31, 101 6.
BACKGROUND/DISCUSSION
Pacific Gas and Electric (PG&E) is requesting that the Successor Agency Board grant a license for
PG&E staff and contractors to use the vacant, unimproved property on Antoinette Lane, totaling
72,200 square feet, for use as a contractor office, staging area and employee parking (See Exhibit B
in the License Agreement). PG&E is proposing to use the vacant property from March 1, 2016
through December 31, 2016 in order to complete the Line 132 gas pipeline replacement project.
PG&E is requesting use of the site in order to complete construction of 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 running from. San Bruno to Colma, generally follows along El Camino Real to Antoinette
Lane then Mission Road. In 2011, PG&E inspected the pipeline and found leaks in the pipe on
Antoinette Lane and Mission Road, between Colma Creek to Lawndale Drive, Between 2011 and
2014, 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. This year, PG&E identified an additional segment of the pipe that requires
replacement. This segment involves the installation of 700 feet of 30-ineb pipe under Antoinette
Lane, north of Chestnut Avenue. PG&E's staff and contractors would use the Staging area to
complete work on the gas pipeline north of Chestnut Avenue,
Staff Report
Subject: A RESOLUTION APPROVING A LICENSE AGREEMENT WITH PACIFIC GAS &
ELECTRIC (PG&E) TO TEMPORARILY IJSE A VACANT, UNIMPROVED SITE ON
ANT01NETTE LANE (APN 93-312-050) IN SOUTH SAN FRANCISCO FOR A
CONTRACTOR OFFICE, STAGING AREA AND EMPLOYEE PARKING
Page 2
Long Range Property Management Plan
On October 1, 2015, the California Department of Finance (DOF) approved the Successor Agency's
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 in 2016. The process
will take at least one year. The proposed use of the property is temporary only and would upgrade a
gas line that serves residents in South San Francisco and the San Francisco Peninsula. The proposed
use would not impede the development goals approved in the LRPMP.
Proposed Rent
PG&E has agreed to pay a monthly rent of$9,386 for the use of site as a construction office, staging
area and employee parking. The rent is based on comparable rents for similar temporary uses found
in South San Francisco's industrial and commercial areas, which is estimated to be X0.13 per square
feet for unimpro�,cd vacant land. The rent for the vacant and the unimproved site on Antoinette Lane
is the same amount as the rent paid by PG&E in 2014 for a similar unimproved vacant site on
Mission Road.
CONCLUSION
On December 10, 2015, 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 for the period from March 1, 2016 through December 31, 2016 (See Exhibit B in the
License Agreement), The Successor Agency Board recommends that the Oversight Board approve,
by motion, the attached License Agreement with Pacific Gas & Electric Company.
B y: Approved.
Alex Greenwood Approved:
Futrell'
Economic and Community Executive Director
Development Director
Attachments:
1. Resolution
2. Letter from PG&E - Request License Extension
3, Draft License Agreement, with Exhibits
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, TO TEMPORARILY USE A VACANT,
UNIMPROVED SITE ON ANTOINETTE LANE (APN 93-3I2-
050) IN SOUTH SAN FRANCISCO
WHEREAS, the Successor Agency to the Redevelopment Agency of the City of
South San. Francisco is the owner of certain real property certain real property consisting
of a vacant, unimproved site on Antoinette Lane, identified as APN 093-312-050, in
South San Francisco, California (the "Property"); 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 of the
City of South San Francisco was dissolved on February 1, 2012; and
WHEREAS, pursuant to the Dissolution Law, the Successor Agency prepared and
the Oversight Board of the Successor Agency approved a Long Range Property
Management Plan ("I,RPMP") that was submitted to the California Department of
Finance ("DOF"); and
WHEREAS, in November 2013, Oversight Board for the Successor Agency to the
Redevelopment Agency of the City of South San Francisco ("Oversight Board") LRPMP,
which includes the Property, and the DOF approved the LRPMP on October 1, 2015; and
WHEREAS, 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, on November 4, 2015, 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 for the period from March 1, 2016
through December 31, 2016; 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 December 10, 2015, the Successor Agency adopted a Resolution
approving the License Agreement and authorizing its execution, and recommending that
the Oversight Board approve the License Agreement; and
WHEREAS, the Oversight Board has considered the proposed License
Agreement, which is for a term of 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 for the Successor Agency to the
Redevelopment Agency of the City of South San Francisco does hereby resolve as
follows:
1. Finds and determines that the Recitals set forth above are true and correct,
and are incorporated herein by reference.
2. Approves the terms of the License Agreement between the Successor
Agency and Pacific Gas & Electric for vacant, unimproved property on
Antoinette Lane, attached hereto as Exhibit A.
3. Authorizes and directs the Executive Director of the Successor Agency to
execute the License Agreement on behalf of the Successor Agency, in
substantially the same form attached hereto as Exhibit A, and subject to
approval as to form by Successor Agency Counsel, and to take any other
actions consistent with the intent of this Resolution.
4. Staff is directed to transmit this Resolution and the License Agreement,
and related information to the State Department of Finance in accordance
with the Dissolution Law.
1 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 January,
2016 by the following vote:
AYES,
NOES:
2
ABSTAIN:
ABSENT:
ATTEST:
City Clerk
2245588.1
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Pacific Ga� and Steve McClure
Elvwtric- Co m,pany' Land Managemeni
Phone: (415)972-5104
EMAIL: 55MOC4�pge.com
November 4, 2015
Mike Lappen,
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Re: Request to Extend Temporary License—APN: 093-312-050
L132 South San Francisco Pipeline Replacement Project
Dear Mr. Lappen:
At Pacific Gas and Electric Company (PG&E), we are committed to strengthening our
natural gas transmission system to better serve our communities. As part of that
commitment, an additional pipe replacement has been identified as part of the L-132 South
San Francisco Pipeline Replacement Project,
This segment involves the installation of approximately 700 feet of 30" pipe within
Antoinette Lane, north of Chestnut with construction scheduled to begin March 1, 2016 and
continue until December 31, 2016,
In order to plan the replacement of the pipeline, PG&E requests a License Agreement to use
the Successor Agency's property located on Antoinette Lane, South San Francisco (see
attached Exhibit) from March 1, 2016 through December 31, 2016.
Please communicate directly with Yoli Matranga, Bender Rosenthal, Inc. regarding this
matter or if you require further information. Yoli can be reached on 916-622-9382 or via
email at yj
Sincerely,
,�,z
Steve McClure
PG&E Land Acquisition
Attachment
I's
LICENSE AGREEMENT
This License Agreement (this "Agreement" or"License") is entered into effective as of
March 1, 2016 ("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 "Licel.see"). Successor
Agency and Licensee are hereinafter collectively referred to as the "Parties."
RECITALS
A. Successor Agency is the owner of that certain real property located at Antoinette
Lane, City of South San. Francisco, known as San Mateo County Assessor's Parcel No. 093-312-
050 and 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:
1, Grant of License-, License Fee; No Leasehold or Pro ert Ri fits. 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 D attached hereto and the Conditions of Use set forth in Section 4
below. Subject to adjustment pursuant to Section 2.1 below, on or before the first day of-each
calendar month during the term of this Agreement, Licensee shall pay to Successor Agency a fee
(the "License Fee") in the amount of 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 Charge. 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 Suecessor
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
2119585.1 1
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month that such amount remains unpaid. The Parties acknowledge that this Cate 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 l.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 rather 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 of ten percent (10%) per annurn or the maximum rate
which Successor Agency is permitted by law to charge, from the date such payment is due until
paid, but the payment of such interest shall not excuse or cure any default by Licensee under this
Agreement..
2. Term of License. The term of the License and right of entry granted hereby, shall
commence on the Effective Date and shall continue until December 31, 2016 (the "Termination
Date") unless Successor Agency or Licensee terminate this Agreement pursuant to Section 3
below.
2.1 Extension of Term- License Fee During Extension Period. Upon written request
by Licensee delivered to Successor Agency not later than thirty(30) days prior to the expiration.
of the initial terrn of this License, Licensee may request an extension of the teen. 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 ($9,3136.00). All other terms and conditions of this Agreement shall apply during any
extension of the term.
3. Termination of License.
3.1 Termination for Cause. Successor Agency may terminate or suspend this
License by written notice to Licensee following Licensee's breach of its obligations under this
Agreement if Licensee fails to cure any such breach within ten (10) days following written notice
of default from the Successor Agency ,
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 D and all conditions set forth in this Section
(collectively, the "Conditions of Ilse"). Without limiting the foregoing, Licensee agrees to
comply with all of the following specific requirements:
2119589. 1 2
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a. Licensee shall be liable for any damage to the Property, or any part
thereof, or any improvements located thereon, or any other property of the Successor Agency or
the City of South. San Francisco ("City") or City right of way (collectively, "City Property")
that occurs as a result of this License and the use of the Licensed Premises, unless caused by the
gross negligence or willful misconduct of the Successor Agency, the City, or their respective
employees, agents or contractors. Any damage to the Property, the improvements located
thereon, or City Property shall be immediately repaired to the satisfaction of Successor Agency
or City, as applicable, at Licensee's sole cost and expense.
b. Licensee shall not encroach on the public right of way adjacent to the
Property.
C. Licensee shall incorporate all storm water pollution control measures
required by an approved storm water pollution prevention plan. Licensee shall employ adequate
dust control treasures to ensure that neighboring businesses and residences are not adversely
impacted by Licensee's activities on the Licensed Premises. Licensee shall comply with all
Conditions of Use and with all state, federal and local laws, regulations, rules and orders,
applicable to this License, the Property or the Permitted Activity, including without limitation all
Environmental Laws (defined in Exhibit C attached hereto and incorporated herein by reference.
Licensee shall not cause or pen-nit any Hazardous Material (defined in Lxhibit C) to be
generated,brought onto, used, stored, or disposed of in or about the Property.
(i) Notice of Release or lnvesti ation. if during the term of this
Agreement, Licensee becomes aware of(a) any actual or threatened release of any Hazardous
Material in, on, under, or about the Property, or (b) any inquiry, investigation, proceeding, or
claim by any government agency or other person regarding the presence of Hazardous Material
in, on, under, or about the Property, Licensee shall give Successor Agency written notice of the
release or investigation within five (5) days after learning of it and shall simultaneously furnish
to Successor Agency copies of any claims, notices of violation, reports, or other writings
received by Licensee that concern the release or investigation.
(ii) Remediation Obligations. if the presence of any Hazardous
Material brought onto the Property by Licensee or Licensee's agents, employees, invitees,
customers, consultants, contractors or subcontractors results in contamination of the Property or
any part thereof, Licensee shall promptly take all necessary actions to remove or remediate such
Hazardous Materials, whether or not they are present at concentrations exceeding state or federal
maximum concentration or action levels, or any governmental agency has issued a cleanup order,
at Licensee's sole expense, to return the Property to the condition that existed before the
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.
2119589.1 3
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C, 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.
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 ffir 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 2.11, at Licensee's sole cost and expense, Licensee shall remove all vehicles, equipment,
materials and personal property from the Licensed Premises and shall restore the Licensed
Premises to its condition existing as of the Effective Date, reasonable wear and tear excepted
("Original Condition"), If Licensee fails to comply with the foregoing, Successor Agency
shall have the right to remove all vehicles, equipment, materials and personal property from the
Licensed Premises and to restore the Licensed Premises to Original Condition, and Licensee
shall be obligated to pay Successor Agency for all costs incurred by Successor Agency in
connection with such removal and restoration within five(5) business days following receipt of
Successor Agency's invoice therefore.
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
that faces the Chestnut Avenue located to the south of the Property. Screening materials shall be
2119S89.1 4
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approved by Successor Agency, which approval will not be unreasonably withheld.
k. Licensee shall coordinate with private owners adjacent to the project site
to minimize impacts due to construction. Licensee shall notify all nearby residents and
businesses affected by the work within 300 feet of the project site. Notifications shall include at
a 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 (8 a.m. through 8 p.m. Monday through Friday,
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. 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 thirty-five (35) vehicles during construction hours.
5. Indemnification. Licensee agrees to indemnify, defend (with counsel approved by
City) and hold the City, the Successor Agency, and their respective elected and appointed
officers, officials, employees, agents and representatives (all of the foregoing collectively
"Indemnitees") harmless from and against all liability, loss, cost, claim, demand, action, suit,
legal or administrative proceeding, penalty, deficiency, fine, damage and expense (including,
without limitation, reasonable attorneys' fees and costs of litigation) (all of the foregoing
collectively "Claims") resulting from or arising in connection with use of the Property or the
improvements located thereon by Licensee or Licensee's agents, employees, invitees, contractors
or subcontractors, including without limitation, Claims arising as a result of or in connection
with any release of any Hazardous Material in, on, under or about the Property by Licensee, or
Licensee's agents, employees, invitees, contractors, or subcontractors, or any other violation of
any 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 Indemnitees. Licensee's indemnification obligations set forth in this
.Section 5 shall survive the expiration or earlier termination of this Agreement.
6. Release of Claims. Licensee hereby waives, releases, and discharges forever the
Indemnitees from all present and future Claims arising out of or in any way connected with entry
upon or use of the Property and the improvements located thereon by Licensee or Licensee's
agents, employees, invitees, contractors or subcontractors, including without limitation all
Claims arising in connection with any injury to persons or damage to or theft of vehicles,
equipment, materials, or any other personal property, except and to the extent caused solely by
the gross negligence or willful misconduct of any of the Indemnitees. The provisions of this
Section 6 shall survive the expiration or earlier termination of this Agreement.
7. Insurance. Throughout the term of this License, Licensee shall maintain a
commercial general liability policy in the amount of at least Two Million Dollars ($2,000,000)
combined single limit, or such other policy limit as Successor Agency may require in its
2119589. 1 5
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reasonable discretion, including coverage for bodily injury, property dal-riage 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 Indemnitees
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
(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.
2119589. 1 6
Successor Agency: Successor Agency to the Redevelopment
Agency of the City of
South San Francisco
400 Grand Ave.
South San Francisco, CA 94080
Attn: Steven T. Mattas, Interim Executive Director
Telephone: (650) 877-8500
Licensee: Pacific Gas and Electric, A California Corporation
Steve McClure
PG&E Land Acquisition
Phone: (415) 972-5104
Email: [email protected]
For communications relating to this Agreement, Licensee's local contact is Yoli Matranga,
Bender Rosenthal, Inc. telephone(916) 622-9382,
9. Entire Agreement;Amendments. This Agreement together with Exhibits A
through D attached hereto and incorporated herein by reference, constitutes the entire agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior written or oral
agreements, understandings, representations or statement with respect thereto. 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 fights and obligations of the Parties have been
materially altered or abridged thereby.
11. Waiver. A waiver by either Party of the performance of any covenant or
condition herein shall not invalidate this Agreement nor shall the delay or forbearance by either
party in exercising any remedy or-fight be considered a waiver of, or an estoppel against, the
later exercise of such remedy or right. No waiver of any breach of any covenant or provision of
this Agreement shall be deemed a waiver of any subsequent breach of the same or any other
covenant or provision hereof. No waiver shall be valid unless in writing and executed by the
waiving Party.
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
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,
2119589. 1 7
P12
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. Governina Law.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 Assig!IM.�������. 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, ten-1-1,
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,
SIGNA TURES ON FOLLO WING PA GE(S)
2119589. 1 8
P13
IN WITNESS WHEREOF, the Parties have executed this License Agreement as of the
date first written above,
LICENSEE:
Pacific Gas & Electric, A California Corporation
By!
Print Name:
Title:
SUCCESSOR AGENCY:
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF
SOUTH SAN FRANCISCO, a public entity
By:
Mike Futrell, Executive Director
ATTEST:
Secretary
APPROVED AS TO FORM:
Successor Agency Counsel
2119589,1 9
P14
Exhibit A
ANTOINETTE LANE PROPERTY
(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. 1 10
P15
TAKE PARCEL 1
ALL THAT CERTAIN REAL PROPERTY IN THE CITY OF SOUTH SAN FRANCISCO, COUNTY
OF SAN MATEO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL I:
COMMENCING AT A GRANITE MONUMENT MARKED "NO. 31" IN THE CENTER OF THE
COUNTY ROAD LEADING FROM SAN FRANCISCO TO SAN JOSE, OPPOS ITE THE
PRESENT RAILWAY STATION OF THE SOUTHERN PACIFIC RAILROAD COMPANY AT
AND RUNNING THENCE ALONG THE CENTERLINE OF SAID COUNTY ROAD
SOUTH 10°03' EAST 2,715 CHAINS TO A GRANITE MONUMENT MARKED 'NO. 30";
T'HEN'CE LEAVING SAID CENTERLINE OF SAID COUNTY ROAD SOUTH 710°2T WEST 1.37"
CHAINS TO A 6'X 6" REDWOOIO'WITNESS POST MARKED "L 12" IN THE EASTERLY
BOUNDARY LINE OF THE RIGHT OF WAY OF THE SOUTHERN PACIFIC RAILROAD
COMPANY; THENCE ALONG SAID EASTERLY LINE OF SAID RIGHT OF WAY NORTH 50°
54'WEST 5,975 CHAINS TO A WITNESS POST MARKED"L 11";THENCE
NORTHWESTERLY ALONG SAID EASTERLY LINE:OF SAID RIGHT OF WAY 525 FEET,
MORE OR LESS, TO A WITNESS POST MARKED"L 10"; THENCE NORTH`UV,E TERLY
ALONG SAID EASTERLY LINE OF SAID RIGHT OF WAY 556 FEET MORE OR LESS, TO A
WITNESS POST MARKED'19"AT THE INTERSECTION OF SAID EASTE'RL'Y'LINE OF SAID
RIGHT OF WAY WITH THE SOUTHERLY LINE OF THE LANE LEADING FROM SAID COUNTY
ROAD TO THE"FLOOD AND I'AAIACKAY TRACT;"THENCE ALONG SAID SOUTHERLY LIFE
OF SAID LANE NORTH 40°46' EAST 4.26 CHAINS TO A WOODEN MONUMENT MARKED
"NO, 35" IN THE CENTER OF SAID COUNTY ROAD; THENCE ALONG SAID CENTERLINE OF
SAID COUNTY ROAD SOUTH 39° 1 S' EAST 3.81 CHAINS TO A WOODEN MONUMENT
MARKED"NO. 34";THENCE ALONG SAID CENTERLINE OF SAID COUNTY (ROAD SOUTH
330 51' EAST 16.33 CHAINS TO SAID GRANITE MONUiMENT"NO, 31" AND THE POINT OF
COMMENCEMENT.
EXCEPTING THEREFROM $0 MUCH OF THE LANE)THEREOF ACQUIRED BY THE SAN
MATEO COUNTY FLOOD CONTROL DISTRICT,A FLOOD CONTROL DISTRICT OF THE
COUNTY OF SAN MATEO, STATE OF CALIFORNIA, IN THAT CERTAIN FINAL ORDER OF
CONDEMNATION RECORDED ON SEPTEMBER 7, 1977 IN BOON 7596 AT PAGE 608(FILE
NO. 69920-AL) IN THE SAN MATEO COUNTY OFFICIAL RECORDS,
EXCEPTING THEREFROM PARCEL CD-3103-1 DESCRIBED IN EXHIBITA-6 ATTACHED TO
THAT CERTAIN FINAL ORDER OF CONDEMNATION FILED IN THE SUPERIOR COURT OF
THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF SAN MATEO, ENTITLED"SAN
MATEO C'OU'NTY TRANSIT DISTRICT, PLAINTIFF,VS, CITY AND COUNTY OF SAN
FRANCISCO, DEFENI~DANT°, CASE NO. 405695 AND RECORDED FEBRUARY 11 2004
CINDER RECORDER'S SERIES NO. 20044-025111 IN THE SAN MATEO COUNTY OFFICIAL
RECORDS,
EXCEPTING THEREFROM MISSION ROAD, 66 FEET WIDE, AS SHOWN ON THE MAP OF
THE LUX RANCH WEST OF MISSION ROAD RECORDED IN VOLUME D OF MAPS AT PAGE
58 IN THE SAN MATEO COUNTY!OFFICIAL RECORDS.
PARCEL II;
A NON-EXCLUSIVE EASEMENT FOR ROAD PURPOSES ACROSS COLIMA CREEK IN THE
CITY OF SOUTH SAN FRANCISCO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
P1
BEGINNING AT A POINT ON THE SOUTHWEST BOUNDARY OF PARCEL 1533-2 AS SAID
PARCEL IS DESCRIBED IN FINAL.ORDER OF CONDEMNATION, SUPERI(DR COURT, OF
THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF SAN MATEC), AND RECORDED
SEPTEMBER 7, 1977 IN VOLUME 7596, OFFICIAL RECORDS OF SAN MA,TEO COUNTY AT
PAGE 616, DISTANT NORTH 620 54' 14"WEST 172.29 FEET FROM THE SOUTHERLY
CORNER THEREOF;THENCE ALONG SAID SOUTHWESTERLY BOUNDARY NORTH 62"54'
14"WEST 30.00 FEET, WHENCE NORTH 270 05'46" EAST 72.96 FEET TO A(POINT ON THE
NORTHEASTERLY BOUNDARY OF SAID PARCEL 1553-2., THENCE GLOM G SAID
NORTHEASTERLY BOUNDARY SOUTH 660 50'45" EAST 30.02 FEES';THENCE SOUTH 270
05'460 WEST 71.85 FEET TO THE POINT OF BEGINNING,
-
SAID EASEMENT IS APPURTENANT TO AND FOR THE BENEFIT OF PARCEL I ABOVE AND
-
- WAS CREATED BY THAT CERTAIN DEED RECORDED ON JULY 20 19$9 AS DOCUMENT NO. 59694315 IN THE SAN MATEO COUNT'OFFICIAL RECORDS,
THE AREA OF THIS PARCEL IS 7.6 ACRES MORE OR LESS.
DESCRIPTION PREPARED BY: k, V��
a,
WILLIAM MASTER O NI 18
, LS 4§18 ,
LICENSE EXPIRES 9-30-08 0
OCTOBER 6,2045
y DUX .
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A roved: WILSEY 393 VINTAGE PARK DRIVE, SMITE 100, ASTER CITY, CA 940 X50 349-2151 JOB NO.
CITY OF 'SOUTH SAN FRANCISCO 622-71
STRIP PARK
TAKE PARCEL 9 SCALE: 1 1"=200°
SOUTH SAN FRANCISCO SAKI MATEO COUNTY CALIFORNIA
DATE,10— 7-05
P18
Exhibit B
ANTOINETTE LANE LICENSED PREMISES
2119589, 1 11
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Exhibit C
DEFINITION OF HAZARDOUS MATERIAL, ENVIRONMENTAL LAWS
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 tert 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 1980, as amended by the Superfund Amendments and Reauthorization Act of
1986 (42 U.S.C. § 9601), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seg.),
the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et the Federal Water
Pollution Control Act (33 U.S.C. § 1251 et sec..), the Clean Air Act (42 U.S.C, § 7401 et Leq.),
the Toxic Substances Control Act (15 U.S.C. § 2601 et jeq.), the Oil Pollution Act (33 U.S.C.
§ 2701 et sue.), the Emergency Planning and Community Right-to-Know Act (42 U.S,C,
§ 11.001 et sue.), the Porter-Cologne Water Quality Control Act (Cal. Water Code § 13000 et
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
seq.), the Hazardous Waste Control Act (Cal. Health & Safety Code § 25 100 et sue.), the
Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code
§ 25500 et sue.), and the Carpenter-Presley-Tanner Hazardous Substances Account Act(Cal.
Health and Safety Code, Section 25300 et seq.).
2119589.1 12
P21
Exhibit D
CONDITIONS OF APPROVAL
The following conditions shall be incorporated into the License Agreement. Most ofthese
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. The screening shall be installed and maintained in a Professional and
attractive manner, subject to review and approval of the Planning Manager,
2. Licensed Premises operation hours shall be weekdays from 7:00 a,rn, 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,,
6. Licensee shall coordinate with City of South San Francisco staff to ensure that the City
will be able to undertake work related to improvements on the entire PUC property,
which are also identified in the recently approved Measure W Bond. The Licensee shall
grant the City access to the subject site and cooperate with the City to undertake activities
surrounding the subject site.
2119589.1 1
s
illedevelopment Successor Agency Oversight Board
C)
�)taff Report
DATE: January 29, 2016
TO: Members of the Oversight Board
FROM: Alex Greenwood, Director of Economic and Community Development
SUBJECT: ADOPT A RESOLUTION APPROVING AN AMENDMENT TO THE EXCLUSIVE
NEGOTIATIONG RIGHTS AGREEMENT WITH MILLER CYPRESS, LLC
AUTHORIZING A 90 DAY EXTENSION
RECOMMENDATION
Staff recommends that the Oversight Board adopt a resolution approving an amendment to the
Exclusive Negotiating Rights Agreement (ENRA) with Miller Cypress SSF, LLC authorizing a 90
day extension.
BACKGROUND/D I S CUSS ION
The Oversight Board approved the existing Exclusive Negotiating Rights Agreement (ENRA) with Miller
Cypress SSF,LLC("Developer")in August 2014. On September 8,2014,the Successor Agency entered into
an ENRA with Developer in order to negotiate a purchase agreement for the former Ford dealership site
("Property"). Section 3 of the ENRA provides for an initial eight month term, commencing on the date the
City of South San Francisco adopted the Downtown Station Area Specific Plan, which occurred on January
28,2015. Section 3(d) of the ENRA also allows for up to a 90 day administrative extension of that term upon
mutual agreement of the Successor Agency and Developer with the understanding that the Executive Director
of the Successor Agency will only consider such an extension if the Developer has demonstrated substantial
progress towards the development of the Property.
The Successor Agency and Developer have been engaged in diligent, good faith efforts to negotiate the
disposition of the Property. However,the negotiations were delayed while the Department of Finance(DOF)
reviewed the Long Range Property Management Plan ("LRPMP"). The LRPMP was finally approved on
October 1, 2015, and now the parties can proceed with the final negotiations and ultimate disposition of the
Property. In light of the substantial progress that has been made,the par-ties agreed to a 90 day extension of the
ENRA pursuant to Section 3(d). This extension expired on December 27, 2015.
Staff has reached the final stages of ENRA negotiations with the Developer. In order to negotiate the final
stages and to obtain approval from the necessary governing bodies, the parties require additional time.
Consequently, the parties wish to amend the ENRA to provide for an additional 90 day extension period,
bringing the total maximum administrative extension time to 180 days. Note: The proposed 90-day extension
period would commence on December 28,2015 (i.e.,from the end of the original term of the ENRA)and new
termination date would be March 26, 2016.
Staff Report
Subject: ADOPT A RESOLUTION APPROVING AN AMENDMENT TO THE EXCLUSIVE
NEGOTIATING RIGHTS AGREEMENT WITH MILLER CYPRESS,LLC AUTHORIZING A 90
DAY EXTENSION
Page: 2 of 2
The Developer has worked diligently to refine the designs of the project, secure 100%financing,and resolve
other logistics and project issues. Within days after LRPMP approval, Developer submitted their planning
application to the City. In light of the substantial progress that has been made and the continuing good faith
efforts to finalize the disposition,on November 18,2015 the Successor Agency approved recommending to the
Board an amendment to the ENRA providing a 90 day extension. This will allow the Developer to maintain
their exclusive negotiating status with the Successor Agency - which is critical to the Developer securing
equity and financing for the project- while seeking the necessary approvals and drafting the final documents.
CONCLUSION
Staff recommends that the Oversight Board approve an amendment to the Exclusive Negotiating Rights
Agreement (ENRA) with Miller Cypress SSF, LLC authorizing an additional 90 day extension.
By Approved:
Alex Greenwood Mike F trell
Director of Economic and Community Executive Director
Development
Attachments: Resolution
Exhibit A to Resolution--First Amendment to the ENRA
Map of Ford Properties
Project Rendering and Surface Parking Landscape Imagery
RESOLUTION ND,
OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
RESOLUTION APPROVING AN AMENDMENT TO THE
EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT WITH
MILLER CYPRESS SSF, LLC AUTHORIZING A 90 DAY
EXTENSION
WHEREAS, the Successor Agency to the Redevelopment Agency of the City of
South San Francisco is the owner of certain real property (the ``Property,") located in the
City of South San Francisco, California, known as County Assessor's Parcel Numbers
01.2-317-110 (401 Airport Boulevard), 012-317-100 (41 I Airport Boulevard), 012-317-
090 (421 Airport Boulevard), 012-318-030 (31.5 Airport Boulevard), 012-314-100 (405
Cypress Avenue), and 012-314-220 (216 Miller Avenue parking lot); and
WHEREAS, on June 29, 2011 the legislature of the State of California (the
"State") adopted Assembly Bill x1 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 of the
City of South. San Francisco was dissolved on February 1, 2012; and
WHEREAS, pursuant to the Dissolution Law, the Successor Agency prepared and
the Oversight Board of the Successor Agency approved a Long Range Property
Management Plan ("LRPMP"') that was submitted to the California Department of
Finance ("DOF"); and
WHEREAS, on September 8, 2014, the Successor Agency to the Redevelopment
Agency of the City of South San Francisco (the "Successor Agency") entered into an
Exclusive Negotiating Rights Agreement with Miller Cypress SSF, I.,I..,C ("Developer")
in order to negotiate a purchase and sale agreement ("Purchase Agreement") whereby
Developer would purchase the Property; and
WHEREAS, before the Successor Agency could convey the Property to
Developer, the California Department of Finance ("DOF") had to approve the Successor
Agency"s Long Range Property Management Plan ("LRPMP") and authorize a process
for the conveyance; and
WHEREAS, the Successor Agency and Developer have been engaged in diligent,
good faith efforts to negotiate a Purchase Agreement for the purchase of the Property by
Developer; and
WHEREAS, the negotiation of the Purchase Agreement was delayed while the
DOF reviewed the LRPMP; and
1.
WHEREAS, the DOF approved the LRPMP on October 1, 2015, and the Parties
can now proceed with the final negotiation and execution of the Purchase Agreement;
and
WHEREAS, on November 18, 2015, the Successor Agency adopted a Resolution
approving the First Amendment to the Exclusive Negotiating Rights Agreement ("First
Amendment") and authorizing its execution, and recommending that the Oversight Board
for the Successor Agency to the Redevelopment Agency of the City of South San
Francisco ("Oversight Board") approve the First Amendment; and
WHEREAS, the Oversight Board has considered the First Amendment, which
would authorize the extension of the ENRA for an additional ninety (90) days, 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, BE IT RESOLVED that the Oversight Board for the
Successor Agency to the Redevelopment Agency of the City of South San Francisco does
hereby resolve as follows:
1. Finds and determines that the recitals set forth above are true and correct,
and are incorporated herein by reference.
2. Approves the terms of the First Amendment between the Successor
Agency and Miller Cypress, LLC, attached hereto as Exhibit A.
3. Authorizes and directs the Executive Director of the Successor Agency to
execute the First Amendment on behalf of the Successor Agency, in
substantially the same fonri attached hereto as Exhibit A, and subject to
approval as to form by Successor Agency Counsel, and to take any other
actions consistent with the intent of this Resolution.
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 January,
2016 by the following vote:
AYES:
NOES,
ABSTAIN:
ABSENT:
ATTEST:
Agency Clerk
2
EXHIBIT A
FIRST AMENDMENT TO THE EN RA
3
F4
FIRST AMENDMENT TO THE EXCLUSIVE NEGOTIATING RIGHTS
AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO AND
MILLER-CYPRESS SSF, LLC
THIS FIRST AMENDMENT TO, THE EXCLUSIVE NEGOTIATING RIGHTS
AGREEMENT is made in the City of South San Francisco, California, as of November
2015 by and between THE SUCCESSOR AGENCY TO THE REDEVELOPMENT
AGENCY OF THE CITY OF SOUTH SAN FRANCISCO ("Successor Agency")and
MILLER-CY PRESS SSF, LLC ("Developer"), (sometimes referred together as the"Parties"),
who agree as follows:
RECITALS
WHEREAS, the Successor Agency is the owner of certain real property (the "Property")
located in the City of South San Francisco, California, known as County Assessor's Parcel
Numbers 012-317-110(401 Airport Boulevard),012-317-100(411 Airport Boulevard),012-317-
090(421 Airport Boulevard), 012-318-030(315 Airport Boulevard), 012-314-100(405 Cypress
Avenue), and 0 12-314-220( 216 Miller Avenue parking lot); and
WHEREAS, on June 29, 2011 the legislature of the State of California (the "State") adopted
Assembly Bill x1 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 of the City of South San
Francisco was dissolved on February 1, 2012; and
WHEREAS,pursuant to the Dissolution Law,the Successor Agency prepared and the Oversight
Board of the Successor Agency approved a Long Range Property Management Plan
("LRPMP") that was submitted to the California Department of Finance ("DOF"); and
WHEREAS,the Successor Agency and Developer entered into the Exclusive Negotiating Rights
Agreement ("ENRA") on September 8, 2014 in order to negotiate a purchase agreement
("Purchase Agreement") whereby Developer would purchase the Property; such ENRA is
attached hereto and incorporated herein as Exhibit A; and
WHEREAS,before the Successor Agency could convey the Property to Developer,the DOF had
to approve the LRPMP and authorize a process for the conveyance; and
WHEREAS, the Successor Agency and Developer have been engaged in diligent, good faith
efforts to negotiate a Purchase Agreement for the purchase of the Property by Developer; and
WHEREAS, the negotiation of the Purchase Agreement has been delayed while the DOF was
reviewing the LRPMP, and
WHEREAS, the DOF approved the LRPMP on October 1, 2015, and the Parties can now
proceed with the negotiation of the Purchase Agreement; and
P5
WHEREAS,the Successor Agency and Developer desire to amend the ENRA to provide for a
ninety (90) day extension in order to continue negotiations.
NOW, THEREFORE, for and in consideration of the promises and other good and
valuable consideration,the receipt and sufficiency of which are hereby acknowledged,Successor
Agency and Developer hereby agree as follows:
1. All terms which are defined in the ENRA shall, have the same meaning when used in this
Amendment,unless specifically provided herein to the contrary,
2. Section 3(d)of the ENRA shall be amended as follows with deletions instil
and additions in italics:
d. The Term of this Agreement may be extended for up to a maximum of
niftety one hundred and eighty(90 180) additional days upon the mutual
written agreement of Developer and Agency acting through and in the
discretion of its Agency Executive Director, or his/her designee
("Agency Executive Director") and the payment by Developer of
$25,000. Developer understands that the Agency will only consider an
extension of the Term of this Agreement where Developer has
demonstrated,to the Agency's satisfaction, substantial progress towards
development of the Property, by submittal of a permit 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.
All other terms,conditions and provisions of the ENRA remain in fall force and effect. If there is
a conflict between the terms of this Amendment and the ENRA, the terms of the ENRA will
control unless specifically modified by this Amendment.
Dated:
SUCCESSOR AGENCY DEVELOPER
By: By:
Mike Futrell (NAME)
Executive Director (TITLE)
Approved as to Form: Attest:
By: By:
Successor Agency Counsel Clerk
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,xovernment Code Section 54957.5
SB 343
Agenda 01.29.16
Item # 3
SSF Long Term Property Management Plan
Summary Reference Guide
Properties listed by Permissible Use Categories.,1)Development Pursuant to
Approved Redevelopment Project Plan,2)Sale and 3)Governmental Use
L Permissible Use Category., Development Purstiant to Approved Redevelopment Project Plan
A. El Camino-Chestnut Avenue Property Assemblage — Former 'W^, 'd
PUC site(developable portions) and 1 Chestnut Avenue A 44,
I isS,
• Land Area:9.5 Acres
1 t
located
• Other Property Information:Vacant land and Pet Club 7
k V\
at 1 Chestnut(Site Al)
• Status: Corner property (A2) is envisioned as potential site of
main library and civic center. Balance of site would be subject
of RFQ.
%
.... ....... ......
B. Grand-Cypress Property Assemblage — 201, 207 and 217-219
Grand Avenue
• Land Area: 20,200SF
• Other Property Information: Currently occupied by Mom's
Tofu with 11 dedicated parking spaces and 25 public parking
spaces.
• Status: City and Successor Agency approved a Disposition and
Development Agreement (DDA)with Brookwood Development
to develop 46 units (9 of them workforce) and 6,000 SF of
retail space. Bridging Documents (similar to design-build)35%
complete.
C. 227 Grand Avenue
Land Area:3,500 SF
Other Property Information:Vacant parcel
Status: Hold for future development.
D. Linden/Baden Avenue Land Assemblage—200 Linden and 212-
216 Baden Avenue
• Land Area:31,404 SF (0.72 acre)
• Other Property Information: Currently provides IT Department
offices and 71 public parking spaces.
•
iii
Status: City issued an RFQ and had a meeting with interested ............
developers. Developer qualifications due February 3, 2016
E, Former Ford Properties—315 Airport,401-21 Airport,405
M
Cypress and 216 Miller �f
• Land Area:Approximately 2 acres y
• Other Property Information:Vacant lots and empty buildings.
• Status: Extending term of ENRA. Project approved by the
Planning Commission on January 21,2416. Purchase and sale 7,
agreement and related documents tube approved by
Successor Agency and Oversight Board.
F. 505 Linden Avenue
it SRI �
• Land Area: 15,000 SF
• Other Property Information:Vacant green lot,former gas
station site has some environmental contamination.
• Status: Hold for future development.
& 616 Linden Avenue
• Land Area: 14,387 SF
• Other Property Information: City parking lot with 19 spaces.
Site was former automotive shop has some environmental
r
contamination..
• Status: Hold for future development. "�o .r...........� �il
H. 700 Linden Avenue
Land Area: 14,387 SF
Other Property Information:Vacant green lot Site was former
automotive shop some environmental contamination.
Status: Hold for future development.
2. Pertnissible Use Category- Sale
I. 538 Linden Avenue
• Land Area: 13,,937 SF
• Other Property Information: Contains vacant 4,440 SF office
building. Property contaminated by adjacent properties.
• Status: Property is to be sold. Process on hold as site is
undergoing testis to determine the extend of the
g g g
environmental contamination. City will issue RFQ for a, broker �r
err
when ready to resume sale process. '
J. 432 Baden,Avenue
# Land Area:7,000 SF M1f^ J
Other Property information: City parking lot containing 17
parking spaces.
Status: Property is to be sold.City will issue RFQ for a broker.
K. 559 Gateway Blvd.
• Land Area:30,330 SF
• Other Property Information: Property contains YMCA Childcare
Center.
• Status: Property to be sold to City for$1 and retain its public
use.
3. Pertnissible Use Category- Govemnient Use
L. 80 Chestnut Avenue
m
Land Area.. 30 Lf01]SF
4 Other Property Information:Contains building utilized by
Historical Society but will be added to Orange Park as
parkland.
Status:Continued use by Historical Society until converted to
park land. City to draft grant deed and conveyance documents.
M. 480 N. Canal
• Land Area:75,2605F
• Other Property Information:Contains Fire Station 61j
• Status: Continue use. City to draft grant deed conveyance
documents.
q P
N. 296 Airport Blvd.
• Land Area:34,325 SF
• Other Property Information: Currently vacant land that will
contain future entrance to Caltrain station
• Status:Awaiting completion of negotiations on bullet train and
electrification of Caltrain to commence construction on
platform relocation and station entrance. City to draft grant
deed and conveyance documents.
O. 328 Miller Avenue
• Land Area:3,500 SF /
• Other Property Information: Property is part of Miller Avenue
Parking Garage
• Status: Continued parking use. City to draft grant deed and
conveyance documents. "' �'
P. 356 Grand Avenue
• Land Area: 7,000 SF
• Other Property Information: Breezeway connecting Miller
Parking Garage to Grand Avenue, Unutilized space on east end 4
of property. '
• Status: Continue use of breezeway and explore alternate uses
for vacant space. Note:A commercial uses would require
compensating the taxing agencies. City to draft grant deed and
conveyance documents.
Q. 306 Spruce/468 Miller Avenue
• Land Area:306 Spruce: 14,000 SF,468 Miller 7,000 SF
• Other Property Information: Contains building and parking
utilized by County Health Center and Sitike.
• Status:City holding,discussions with County about taking t „
ownership of properties.
Redevelopment Successor Agency Oversight Board
Staff Report
DATE: January 29, 2016
TO: Members of the Oversight Board
FROM: Richard Lee, Director of Finance
SUBJECT: APPROVAL OF THE DRAFT RECOGNIZED OBLIGATION PAYMENT
SCHEDULE FOR THE PERIOD JULY 2016 THORUGH JUNE 2017
RECOMMENDATION
It is recommended that the Oversight Board approve the attached resolution and draft
Recognized Obligation Payment Schedule (IMPS 16-17) for the period July 2016 through
June 2017.
BACKGROUND/D1 SCUS SION
Attached is the proposed BOPS for Fiscal Year 2016-17, This RAPS will form the basis for the
County's distribution of Redevelopment Property Tax Trust Fund dollars (RPTTF, or former RDA
property taxes) to the Successor Agency to pay enforceable obligations for the period July 2016
through June 2017. This is the first annual ROPE since the enactment of State legislation that
modified the BOPS period from six months to one year. ROPE 16-17 must be submitted to the
State and County no later than February 1, 2016. The Successor Agency reviewed the proposed
ROPS and approved its submittal to the Oversight Board on January 13, 2016. Although BOPS
16-17 covers the entire fiscal year, we will be allowed to submit an amended ROPE for the period
January to June 2017 by October 1, 2016, if we need to do so.
The proposed ROPS 16-17 includes the following highlights:
0 $58 million for final payment of debt service on the 2006 Tax Allocation Bonds at the
earliest call date of September 1, 2416. Funding for this item will be from escrow and
reserve accounts set aside for this purpose, with no new RPTTF funding requested. The
funding of the escrow account was approved by the Oversight Board on May 8, 2012.
a $835,000 in RPTTF funding for final payment of debt service on the 1999 Housing Revenue
Bonds. The final debt service payment is scheduled for September 2018; however, to avoid
the accumulation of additional interest expenses, we propose paying off the entire debt
balance at the next scheduled debt payment in September 2016. With the payoff of this debt,
Las well as the 2446 Tax Allocation Bonds debt, all Successor Agency debt service obligations
Staff Report
Subject: RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR JULY 2016 THROUGH
JUNE 2017
Page 2
will be retired.
Continued use of remaining housing bond proceeds for the development of affordable
housing for two sites in the downtown. In December 2014, bond proceeds of$921,600 were
used to fund pre-development costs of these properties by the Brookwood Group. $1.5
million in bond proceeds remain for further development of these properties.
CONCLUSION
Adoption of this resolution and schedule will fulfill the requirements of Health and Safety Code
Section 34177(1) regarding adoption of a BOPS 16-17 for the period July 2016 through June 2017.
By: Approved: e,-24W
Richard Lee Approved:
Futrell
4—�IA�
Finance Director City Manag�rx
Attachments: Resolution
Exhibit A - Draft ROPE
Exhibit B - Support for Administrative Costs Appearing on the Draft REPS
Exhibit C - Support for Other Revenues Appearing on the Draft REPS
RESOLUTION NO.
OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
APPROVING A RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS)AND
ADMINISTRATIVE BUDGET FOR THE PERIOD JULY 2016 THROUGH JUNE 2017,
PURSUANT TO HEALTH AND SAFETY CODE SECTION 34177(1)
WHEREAS, pursuant to Health and Safety Code Section 34177(1), before each fiscal
period, the Successor Agency to a dissolved Redevelopment Agency is required to prepare a
draft Recognized Obligation Payment Schedule ("ROPS") that lists all of the obligations that are
"enforceable obligations" within the meaning of Health and Safety Code Section 34177, and
which identifies a source of payment for each such obligation from among (i) bond proceeds, (ii)
reserve balances, (iii) the administrative cost allowance, (iv) revenues from rents, concessions,
interest earnings, loan repayments, or asset sales, or (v) the Redevelopment Property Tax Trust
Fund established by the County Auditor-Controller to the extent no other source of funding is
available or payment from property tax is contractually or statutorily required; and
WHEREAS, the draft ROPS must be concurrently submitted to the County
Administrative Officer, the County Auditor-Controller, the State Department of Finance and the
Oversight Board established to review Successor Agency actions; and
WHEREAS,pursuant to Health and Safety Code Section 341770), the Successor Agency
also must prepare a proposed administrative budget and submit it to the Oversight Board for
approval, including the estimated amounts for Successor Agency administrative costs for the
upcoming fiscal period and proposed sources of payment for those costs; and
WHEREAS, once the ROPS is approved by the Oversight Board, the ROPS must be
posted on the Successor Agency's website and transmitted to the County Auditor-Controller, the
State Department of Finance, and the State Controller.
NOW, THEREFORE, the Oversight Board for the Successor Agency to the
Redevelopment Agency of the City of South San Francisco does hereby resolve as follows:
1. The Recitals set forth above are true and correct, and are incorporated herein by
reference.
2. The Recognized Obligation Payment Schedule (ROPS) and administrative budget for
the period July 1, 2016 through June 30, 2017 attached hereto as Exhibit A are hereby approved.
3. The Finance Director is authorized to modify the ROPS to correct errors and provide
clarifications consistent with requirements of the Department of Finance and the intent of this
Resolution.
4. The City Manager or designee is authorized and directed to take all actions necessary
to implement this Resolution, including without limitation, the submittal of the ROPS to the
County Auditor-Controller, the County Administrative Officer, the State Department of Finance,
and the State Controller, and the posting of this Resolution and the ROPS on the Successor
Agency's website.
5. The Oversight Board Chairperson or Vice Chairperson in his absence is hereby
authorized to certify the ROPS.
I hereby certify that the foregoing Resolution was regularly introduced and adopted by
the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of South
San Francisco at a special meeting held on the 291'of January, 2016 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
City Clerk
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EXHIBIT B
RODS 1 -1
JLally 2016. - h.ine 2017.
Estimated Cost Estimated Cost Total
Professional&Specialized Services Jul-Dec 2016 Jan-Jun 2017 FY 16-17
Staff Consultant(Armando Sanchez) $18,000 $18,000 $36,000
Legal Consultants(Meyers Nave&Craig Labadie) $23,000 $23,000 $46,000
Subtotal $41,000 $41,000 $82,000
Supplies and Services
Meeting expenses,office supplies,postage,copies,printing
services,special noticing,etc. $10,000 $10,000 $20,000
Subtotal $10,000 $10,000 $20,000
Staff Wages and Benefits
Position Title
Director of Finance $ 6,000 $ 6,000 $ 12,000
Adminstrative Assistant II $ 2,000 $ 2,000 $ 4,000
Assistant City Manager $ 4,000 $ 4,000 $ 8,000
City Manager $ 3,000 $ 3,000 $ 6,000
Sr Accountant $ 4,000 $ 4,000 $ 8,000
Economic Development and Housing Manager $ 10,000 $ 10,000 $ 20,000
Management Analyst $ 12,000 $ 12,000 $ 24,000
ECD Director $ 6,000 $ 6,000 $ 12,000
Accountant I $ 3,000 $ 3,000 $ 6,000
Sr Financial Analyst $ 15,000 $ 15,000 $ 30,000
Miscellaneous staff $ 4,000 $ 4,000 $ 8,000
City Clerk $ 5,000 $ 5,000 $ 10,000
Subtotal $ 74,0001 $ 74,0001$ 148,000
IG TOTAL I $ 125,000 $ 125,000 $ 250,000
Notes:
1 Staff costs include payroll,benefits,and retirement costs
2 Payment source for these costs is the RPTTF Administrative Cost Allowance(ROPS items 47 and 48)
3 Maximum administrative costs are the greater of$250,000 or 3%of the prior year RPTTF funding
Page 6 of 7
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