HomeMy WebLinkAboutSuccessor Reso 01-2018City of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
Successor Agency
Resolution: RES 01 -2018
File Number: 18 -660 Enactment Number: RES 01 -2018
RESOLUTION APPROVING THE SECOND AMENDMENTS TO
THE DEVELOPMENT AGREEMENT AND PURCHASE AND SALE
AGREEMENTS FOR 201 -219 GRAND AVENUE AND 418 LINDEN
AVENUE WITH ROEM DEVELOPMENT CORPORATION.
WHEREAS, on June 29, 2011, the Legislature of the State of California ( "State ") adopted Assembly Bill
xl 26 ( "AB 26 "), which amended provisions of the State's Community Redevelopment Law (Health and
Safety Code sections 33000 et seq.) ( "Dissolution Law "), pursuant to which the former Redevelopment
Agency of the City of South San Francisco ( "City ") was dissolved on February 1, 2012; and
WHEREAS, the City elected to become the Successor Agency to the Redevelopment Agency of the City
of South San Francisco ( "Successor Agency "); and
WHEREAS, pursuant to Health and Safety Code Section 34191.5(c)(2)(C), property shall not be
transferred to a successor agency, city, county or city and county, unless a Long Range Property
Management Plan ( "LRPMP ") has been approved by the Oversight Board and the California Department
of Finance ( "DOF "); and
WHEREAS, in accordance with the Dissolution Law, the Successor Agency prepared a LRPMP, which
was approved by a resolution of the Oversight Board for the Successor Agency to the Redevelopment
Agency of the City of South San Francisco ( "Oversight Board ") on May 21, 2015, and was approved by
the DOF on October 1, 2015; and
WHEREAS, consistent with the Dissolution Law and the LRPMP, certain real properties located in the
City of South San Francisco, that were previously owned by the former Redevelopment Agency, were
transferred to the Successor Agency ( "Agency Properties "); and
WHEREAS, on October 18, 2016, the City entered into an Amended and Restated Master Agreement for
Taxing Entity Compensation ( "Compensation Agreement") with the various local agencies who receive
shares of property tax revenues from the former redevelopment project area ( "Taxing Entities "), which
provides that upon approval by the Oversight Board of the sale price, and consistent with the LRPMP,
the proceeds from the sale of any of the Agency Properties will be distributed to the Taxing Entities in
accordance with their proportionate contributions to the Real Property Tax Trust Fund for the former
Redevelopment Agency; and
WHEREAS, on February 8, 2017, the City adopted Resolution 16 -2017 approving the transfer of the
City of South San Francisco Page 1
File Number: 18 -660
Enactment Number: RES 01 -2018
Agency Properties from the Successor Agency to the City and in accordance with the requirements set
forth in the LRPMP, and on February 21, 2017, the Oversight Board adopted a resolution approving the
transfer of the redevelopment properties from the Successor Agency to the City; and
WHEREAS, consistent with the LRPMP and the Oversight Board resolution, the Successor Agency and
City executed and recorded grant deeds transferring the Agency Properties to the City; and
WHEREAS, the real properties located at 201 -219 Grand Avenue ( "201 Grand Avenue ") located in the
City of South San Francisco, California, known as Assessor Parcel Numbers ( "APNs ") 012- 316 -110,
012- 316 -100, 012 - 316 -090 and 012 - 316 -080, are Agency Properties and are subject to the provisions of
the LRPMP and the Compensation Agreement; and
WHEREAS, the real property located at 418 Linden Avenue ( "418 Linden Avenue ") located in the City
of South San Francisco, California, known as APN 012 - 314 -010, is a City owned property; and
WHEREAS, the City Council selected ROEM Development Corporation ( "Developer ") to develop the
properties; and
WHEREAS, on September 6, 2017, the City Council ( "Council ") approved two Purchase and Sale
Agreements, two Affordable Housing Agreements ( "AHAs "), and a Development Agreement between
the City and the Developer for the properties at 201 Grand Avenue and 418 Linden Avenue; and
WHEREAS, pursuant to Section 7.2 of the Development Agreement, any amendment to the
Development Agreement which the City determines is minor and does not substantially affect the term
and schedule of performance is considered an administrative agreement amendment; and
WHEREAS, in January 2018, Developer requested more time to develop a demolition strategy and
demolition drawings and requested a 120 day extension to the Performance Schedule in the Purchase and
Sale Agreements and Development Agreement without adjusting the overall project completion date; and
WHEREAS, on March 28, 2018, Developer and City entered into the First Administrative Amendments
to the Purchase and Sale Agreements and Development Agreement ( "First Amendment ") to modestly
extend the deadlines within the Performance Schedule in order to provide sufficient time to undertake
the complex demolition presented at 201 -219 Grand Avenue; and
WHEREAS, in July 2018, Developer received Housing Authority of the County of San Mateo
( "HACSM ") vouchers for twelve of the Below Market Rate units (`BMRs "), which will provide
approximately $1.5 million to finance the project; and
WHEREAS, the Developer needs to complete a National Environmental Policy Act ( "NEPA ") study
required under federal law to receive money from the federal government in the form of HACSM
vouchers for the twelve BMRs; and
WHEREAS, the additional time requested by the Developer adjust the adjusts the overall project
City of South San Francisco Page 2
File Number., 18 -660 Enactment Number: RES 01 -2018
completion date by 90 days in order to complete the NEPA study and secure the HACSM vouchers; and
WHEREAS, the 90 day extension does not impact the City's General Fund; and
WHEREAS, the Performance Schedule in the Purchase and Sale Agreements and Development
Agreement now need to be further amended in order to accommodate the 90 day extension, as set forth
in Exhibit A and Exhibit B respectively.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that
the City Council does hereby resolve as follows:
The foregoing recitals are true and correct and incorporated herein as part of this Resolution.
The proposed actions in this Resolution are consistent with the Long Range Property Management Plan.
The Second Amendment to the Development Agreement and the Second Amendments to the Purchase
and Sale Agreements ( "Second Amendments "), attached hereto as Exhibit A and Exhibit B,
respectively, are incorporated herein and hereby approved.
The City Manager, or his designee, is authorized to execute the Second Amendments and any necessary
related documents.
The City Manager, or his designee, is authorized take any and all other actions necessary to implement
this intent of this Resolution, subject to approval as to form by the City Attorney.
At a meeting of the Joint Special Meeting City Council and Successor Agency on 8/8/2018, a motion was
made by Mark Addiego, seconded by Pradeep Gupta, that this Resolution be approved. The motion passed.
Yes: 5 Addiego, Normandy, Matsumoto, Gupta, and Garbarino
by
City of South San Francisco Page 3
Recording Requested by
and when Recorded, return to:
City of South San Francisco
400 Grand Ave
South San Francisco, CA 94080
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §6103, 27383
ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
SECOND AMENDMENT
TO DEVELOPMENT AGREEMENT
This Second Amendment to Development Agreement ( "Second Amendment ") is entered
into by and between ROEM Development Corporation, a California corporation ( "Developer ") and
the CITY OF SOUTH SAN FRANCISCO, a municipal corporation ( "City ") on this day of
, 2018.
RECITALS
A. Pursuant to City Council Ordinance No. 1541 -2017 ( "DA Ordinance "), the City entered
into a Development Agreement between City and Developer ( "Development Agreement ") for the
joint development of a residential project at 418 Linden Avenue and a mixed -use project at 201 -219
Grand Avenue (together, the "Project').
B. Pursuant to Section 7.2 of the Development Agreement, any amendment to the
Development Agreement which the City determines is minor and does not substantially affect the
term and schedule of performance is considered an administrative agreement amendment.
C. On March 28, 2018, Developer and City entered into that certain First Administrative
Amendment to Development Agreement ( "First Amendment "), whereby the parties agreed to
modestly extend the deadlines within the Performance Schedule contained within the Development
Agreement in order to provide sufficient time to undertake the complex demolition presented at
201 -219 Grand Avenue.
D. On July 11, 2018, Developer requested a second amendment to the Development
Agreement ( "Second Amendment ") to further extend the deadlines within the Schedule of
Performance contained in the First Amendment to the Development Agreement and First
Amendment to the Purchase and Sale Agreements for the Project.
E. The City and the Developer have determined that the Schedule of Performance attached
to the First Amendment to the Development Agreement as Exhibit E does not provide sufficient
time to undertake the National Environmental Protection Agency ( "NEPA ") study required under
federal law for Developer to receive money from the federal government in the form of vouchers
from the Housing Authority of San Mateo County ( "HACSM "), which will provide approximately
$1.5 million to finance the Project.
F. The additional time requested in the Second Amendment to complete the NEPA study to
receive HACSM funding adjusts the overall Project completion date by ninety (90) days. Pursuant to
Section 7.2 of the Development Agreement, the City has determined that the amendment is minor
and does not substantially affect the term and schedule of performance, and the Second
Amendment does not require notice or public hearing and may be approved by City resolution.
NOW, THEREFORE, in consideration of the mutual covenants and promises of the
parties herein contained, the City and Developer agree as follows:
AMENDMENT TO AGREEMENT
1. Recitals. The foregoing recitals are true and correct and hereby incorporated herein.
2. Defined Terms. All capitalized terms not defined herein shall have the meanings ascribed
to them in the Development Agreement.
3. Administrative Amendment to Exhibit E. Exhibit E to the Development Agreement is
revised to read as follows, with additions in double underline and deletions in
EXHIBIT E
Developer's Project Schedule of Performance
Milestone
Deadline
1
50% Construction Drawings (CDs) and
May 15, 2018
Proforma
2
100% CDs submitted for building permits
July 14, 2018
and Updated Proforma
3
Construction Financing Secured and
November 12 2018
Construction Contract Executed
4
If building permit application and 100%
December 11 2018
CDs were completed in #2, building permit
ready for issuance
9@rt_1_
5
Close of Escrow and Property Conveyance
By December 21" 2018
Within Ten (10) Days from Satisfaction
of All C'ontin eg ncies
6
Demolition Start
lanuary 5" 2019
Septeffiber 27,2018
Within fifteen (15) days from Close of
Escrow
7
Construction Start
Anril 5" 2019
peee ige - 26
Within One Hundred and Five (105) days
after Close of Escrow
8
Construction Completion
August 13. 2020
May 4 4, 2020
4. Effect of Second Amendment. Except as expressly modified by this Second
Amendment, the Development Agreement shall continue in full force and effect according
to its terms, and Developer and City hereby ratify and affirm all their respective rights and
obligations under the Development Agreement, including but not limited to Developer's
indemnification obligations as set forth in Section 13 of the Development Agreement. In
the event of any conflict between the Second Amendment or the Development Agreement,
the provisions of this Second Amendment shall govern.
Binding Agreement. This Second Amendment shall be binding upon and inure to the
benefit of the heirs, administrators, executors, successors in interest, and assigns of each of
the parties hereto. Any reference in this Second Amendment to a specifically named party
shall be deemed to apply to any successor, administrator, executor, or assign of such party
who has acquired an interest in compliance with the terms of this Second Amendment or
under law.
6. Recordation. The City shall record a copy of this Second Amendment together with
recordation of the Development Agreement.
7. Counterparts. This Second Amendment may be executed in multiple counterparts, each
of which shall be deemed an original, but all of which, when taken together, shall constitute
the same document.
8. California Law. This Second Amendment shall be governed by and interpreted in
accordance with the laws of the State of California.
9. Invalidity. Any provision of this Second Amendment that is determined by a court of
competent jurisdiction to be invalid or unenforceable shall be deemed severed from this
Second Amendment, and the remaining provisions shall remain in full force and effect as if
the invalid or unenforceable provision had not been a part hereof
10. Headings. The headings used in this Second Amendment are for convenience only and
shall be disregarded in interpreting the substantive provisions of this Second Amendment.
IN WITNESS WHEREOF, this Second Amendment has been entered into by and between
Developer and City as of the date and year first above written.
[SIGNATURES ON THE FOLLOWING PAGE]
ROEM Development Corporation,
a California Corporation
By: ROEM Development Corporation,
a California Corporation, President
By: _
Name:
Title:
Date:
CITY OF SOUTH SAN FRANCISCO
Name: Charles Michael Futrell
Title: City Manager
Date:
APPROVED AS TO FORM:
By:
Jason Rosenberg,
City Attorney
ATTEST:
By:
Krista J. Martinelli
City Clerk
2985784.4
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Second Amendment to Purchase and Sale Agreement (this "Second
Amendment ") is made effective as of , 2018 ( "Effective Date ") by and between
CITY OF SOUTH SAN FRANCISCO, a municipal corporation ( "Seller ") and ROEM
Development Corporation, a California Corporation ( "Buyer "). Seller and Buyer are
sometimes individually referred to herein as a "party" and collectively as "the parties."
RECITALS
A. Seller and Buyer entered into that certain Purchase and Sale Agreement
dated November 14, 2017 (the "Agreement ") with respect to that certain real property
located at 201 -219 Grand Avenue, South San Francisco, California (Assessor's Parcel
Numbers 012 - 316 -110, 012- 316 -100, 012 - 316 -090 and 012 - 316 -080) (collectively, the
"Property ").
B. On March 28, 2018, Seller and Buyer entered into that certain First
Amendment to Purchase and Sale Agreement dated March 28, 2018 (the "First
Amendment "), , whereby the parties agreed to extend the deadlines within the Buyer's
Schedule of Performance as set forth in Section 5 of the Agreement.
C. Seller and Buyer now desire to further amend certain provisions of the
Agreement, as amended by the First Amendment, as set forth herein ( "Second
Amendment ").
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and incorporating all of the above as
though set forth in full herein and in consideration of all the recitals, conditions and
agreements contained herein, the parties agree to amend the Agreement as follows:
1. Revision to Schedule of Performance. The Schedule of Performance set
forth in Section 5 of the Agreement shall be amended to read as follows:
5.1 Buyer's Schedule of Performance. Subject to Force Majeure
Delays (as defined in Section 8.4) and Buyer and Seller's closing conditions (as
set forth in Section 6.2 and 6.3), Buyer shall complete the following milestones in
furtherance of the Closing, in accordance with the following schedule:
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT —
201 -219 GRAND AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA
2. General Provisions. Each party has received independent legal advice
from its attorneys with respect to the advisability of executing this Second Amendment and
the meaning of the provisions hereof. The provisions of this Second Amendment shall be
construed as to the fair meaning and not for or against any party based upon any attribution
of such party as the sole source of the language in question. Except as expressly amended
pursuant to this Second Amendment, the terms and provisions of the Agreement shall
remain unmodified and shall continue in full force and effect, and Buyer and Seller hereby
ratify and affirm all their respective rights and obligations under the Agreement. Any
capitalized terms not defined herein shall have the meaning ascribed to them in the
Agreement. In the event of any conflict between this Second Amendment and the
Agreement, this Second Amendment shall govern. The terms and provisions of this Second
Amendment, together with the Agreement, shall constitute all of the terms and provisions
to which Buyer and Seller have agreed with respect to the transaction governed hereby,
and there are no other terms and provisions, oral or written, that apply to the Agreement
and /or the Property other than as set forth in the Agreement as modified by this Second
Amendment. The provisions of this Second Amendment shall apply to, be binding upon,
and inure to the benefit of the parties hereto and to their respective successors and assigns.
This Second Amendment may be executed in multiple counterparts, all of which shall
constitute an original, and all of which together shall constitute a single instrument.
Page 2 of 3
Deadline
Milestone
(a)
May 15, 2018
Buyer shall have completed 50% of the Construction
Drawings and submitted the Financial Proforma to
Seller
(b)
July 14, 2018
Buyer shall have completed all Final Plans and
submitted 100% construction drawings to the City for
building permits, and submitted an Updated Proforma
to Seller
(c)
November 12, 2018
Buyer shall have secured Construction Financing and
executed a contract with a general contractor for
demolition and construction of the Project in
accordance with the final plans
(d)
December 21, 2018
Buyer and Seller shall have satisfied (or waived in
writing) all contingencies to Closing set forth in this
Within 10 days
Agreement, and be prepared to Close Escrow
from satisfaction
of all
contingencies on
December 11, 2018,
i.e., by
September 12, 2019
2. General Provisions. Each party has received independent legal advice
from its attorneys with respect to the advisability of executing this Second Amendment and
the meaning of the provisions hereof. The provisions of this Second Amendment shall be
construed as to the fair meaning and not for or against any party based upon any attribution
of such party as the sole source of the language in question. Except as expressly amended
pursuant to this Second Amendment, the terms and provisions of the Agreement shall
remain unmodified and shall continue in full force and effect, and Buyer and Seller hereby
ratify and affirm all their respective rights and obligations under the Agreement. Any
capitalized terms not defined herein shall have the meaning ascribed to them in the
Agreement. In the event of any conflict between this Second Amendment and the
Agreement, this Second Amendment shall govern. The terms and provisions of this Second
Amendment, together with the Agreement, shall constitute all of the terms and provisions
to which Buyer and Seller have agreed with respect to the transaction governed hereby,
and there are no other terms and provisions, oral or written, that apply to the Agreement
and /or the Property other than as set forth in the Agreement as modified by this Second
Amendment. The provisions of this Second Amendment shall apply to, be binding upon,
and inure to the benefit of the parties hereto and to their respective successors and assigns.
This Second Amendment may be executed in multiple counterparts, all of which shall
constitute an original, and all of which together shall constitute a single instrument.
Page 2 of 3
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT —
201 -219 GRAND AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA
Counterparts of this Second Amendment executed and delivered by facsimile, email or
other means of electronic delivery shall constitute originals for all purposes.
IN WITNESS WHEREOF, the parties have executed this Second Amendment
as of the Effective Date.
BUYER:
ROEM Development Corporation,
a California corporation
By:
Name:
Its
Alex Sanchez
Executive Vice President
SELLER:
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
Name: Charles Michael Futrell
Its City Manager
The Title Company has executed this Second Amendment to acknowledge its agreement
to act in accordance with the terms of this Second Amendment.
2985864.1
Chicago Title Insurance Company
In
Page 3 of 3
Name: Sherri Keller
Title: Escrow Officer
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Second Amendment to Purchase and Sale Agreement (this "Second
Amendment ") is made effective as of , 2018 ( "Effective Date ") by and
between CITY OF SOUTH SAN FRANCISCO, a municipal corporation ( "Seller ") and
ROEM Development Corporation, a California Corporation ( "Buyer "). Seller and Buyer
are sometimes individually referred to herein as a "party" and collectively as "the
parties."
RECITALS
A. Seller and Buyer entered into that certain Purchase and Sale Agreement
dated November 14, 2017 (the "Agreement ") with respect to that certain real property
located at 418 Linden Avenue, South San Francisco, California (Assessor's Parcel
Numbers 012 - 314 -010) (the "Property ");
B. On March 28, 2018, Seller and Buyer entered into that certain First
Amendment to Purchase and Sale Agreement ( "First Amendment "), whereby the parties
agreed to extend the deadlines within the Buyer's Schedule of Performance as set forth in
Section 5 of the Agreement.
C. Seller and Buyer now desire to further amend certain provisions of the
Agreement, as amended by the First Amendment, as set forth herein ( "Second
Amendment ").
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and incorporating all of the above as
though set forth in full herein and in consideration of all the recitals, conditions and
agreements contained herein, the parties agree to amend the Agreement as follows:
1. Revision to Schedule of Performance. The Schedule of Performance set
forth in Section 5 of the Agreement, as amended by the First Amendment, is amended to
read as follows:
5.1 Buyer's Schedule of Performance. Subject to Force Majeure
Delays (as defined in Section 8.4) and Buyer and Seller's closing conditions (as
set forth in Section 6.2 and 6.3), Buyer shall complete the following milestones in
furtherance of the Closing, in accordance with the following schedule:
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT —
418 LINDEN AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA
2. General Provisions. Each party has received independent legal advice
from its attorneys with respect to the advisability of executing this Second Amendment and
the meaning of the provisions hereof. The provisions of this Second Amendment shall be
construed as to the fair meaning and not for or against any party based upon any attribution
of such party as the sole source of the language in question. Except as expressly amended
pursuant to this Second Amendment, the terms and provisions of the Agreement shall
remain unmodified and shall continue in full force and effect, and Buyer and Seller hereby
ratify and affirm all their respective rights and obligations under the Agreement. Any
capitalized terms not defined herein shall have the meaning ascribed to them in the
Agreement. In the event of any conflict between this Second Amendment and the
Agreement, this Second Amendment shall govern. The terms and provisions of this Second
Amendment, together with the Agreement, shall constitute all of the terms and provisions
to which Buyer and Seller have agreed with respect to the transaction governed hereby,
and there are no other terms and provisions, oral or written, that apply to the Agreement
and /or the Property other than as set forth in the Agreement as modified by this Second
Amendment. The provisions of this Second Amendment shall apply to, be binding upon,
Page 2 of 3
Deadline
Milestone
(a)
May 15, 2018
Buyer shall have completed 50% of the Construction
Drawings and submitted the Financial Proforma to
Seller
(b)
July 14, 2018
Buyer shall have completed all Final Plans and
submitted 100% construction drawings to the City for
building permits, and submitted an Updated Proforma
to Seller
(c)
November 12, 2018
Buyer shall have secured Construction Financing and
executed a contract with a general contractor for
A_T__st , z 2r„ 8
demolition and construction of the Project in
accordance with the final plans
(d)
December 21, 2018
Buyer and Seller shall have satisfied (or waived in
writing) all contingencies to Closing set forth in this
Within 10 days
Agreement, and be prepared to Close Escrow
from satisfaction
of all contingences
on December 111
2018
Septetnber- 12, 2049
2. General Provisions. Each party has received independent legal advice
from its attorneys with respect to the advisability of executing this Second Amendment and
the meaning of the provisions hereof. The provisions of this Second Amendment shall be
construed as to the fair meaning and not for or against any party based upon any attribution
of such party as the sole source of the language in question. Except as expressly amended
pursuant to this Second Amendment, the terms and provisions of the Agreement shall
remain unmodified and shall continue in full force and effect, and Buyer and Seller hereby
ratify and affirm all their respective rights and obligations under the Agreement. Any
capitalized terms not defined herein shall have the meaning ascribed to them in the
Agreement. In the event of any conflict between this Second Amendment and the
Agreement, this Second Amendment shall govern. The terms and provisions of this Second
Amendment, together with the Agreement, shall constitute all of the terms and provisions
to which Buyer and Seller have agreed with respect to the transaction governed hereby,
and there are no other terms and provisions, oral or written, that apply to the Agreement
and /or the Property other than as set forth in the Agreement as modified by this Second
Amendment. The provisions of this Second Amendment shall apply to, be binding upon,
Page 2 of 3
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT —
418 LINDEN AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA
and inure to the benefit of the parties hereto and to their respective successors and assigns.
This Second Amendment may be executed in multiple counterparts, all of which shall
constitute an original, and all of which together shall constitute a single instrument.
Counterparts of this Second Amendment executed and delivered by facsimile, email or
other means of electronic delivery shall constitute originals for all purposes.
IN WITNESS WHEREOF, the parties have executed this Second Amendment
as of the Effective Date.
BUYER:
ROEM Development Corporation,
a California corporation
By:
Name: Alex Sanchez
Its Executive Vice President
SELLER:
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
Name:
Its
Charles Michael Futrell
City Manager
The Title Company has executed this Second Amendment to acknowledge its agreement
to act in accordance with the terms of this Second Amendment.
2985846.1
Chicago Title Insurance Company
Page 3 of 3
Name: Sherri Keller
Title: Escrow Officer